OPPENHEIMER INSTITUTIONAL MONEY MARKET FUND

497 1 body497.htm PROSPECTUS, SAI, FINANCIALS OPPENHEIMER INSTITUTIONAL MONEY MARKET FUND

Oppenheimer
Institutional Money Market Fund

Prospectus dated September 25, 2007

Oppenheimer Institutional Money Market Fund is a money
market mutual fund. Its objective is to seek current
income and stability of principal. The Fund invests in
short-term, high-quality "money market" instruments.

This prospectus contains important information
about the Fund's objective, its investment policies,
strategies and risks. It also contains important
information about how to buy and sell shares of the
Fund and other account features. Please read this
prospectus carefully before you invest and keep it for
future reference about your account.

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

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CONTENTS

ABOUT THE FUND

The Fund's Investment Objective and Principal Strategies

Main Risks of Investing in the Fund

The Fund's Past Performance

Fees and Expenses of the Fund

About the Fund's Investments

How the Fund is Managed

ABOUT YOUR ACCOUNT

How to Buy Shares
Class E
Class L
Class P

How to Sell Shares
By Mail
By Telephone

Shareholder Account Rules and Policies

Dividends and Taxes

Financial Highlights

ABOUT THE FUND

The Fund's Investment Objective and Principal Strategies

WHAT IS THE FUND'S INVESTMENT OBJECTIVE? The Fund's objective is to seek current income and stability of
principal.

WHAT DOES THE FUND INVEST IN? The Fund is a money market fund that invests in a variety of money market
instruments to seek current income. Money market instruments are short-term, high-quality, dollar-denominated
debt instruments issued by the U.S. government, domestic and foreign corporations and financial institutions, and
other entities. They include, for example, bank obligations, repurchase agreements, commercial paper, other
corporate debt obligations and government debt obligations.

To be considered "high-quality," generally they must be rated in one of the two highest credit-quality
categories for short-term securities by nationally-recognized rating services. If unrated, a security must be
determined by the Fund's investment manager, OppenheimerFunds, Inc. (the "Manager"), to be of comparable quality
to rated securities.

WHO IS THE FUND DESIGNED FOR? The Fund is designed for institutional investors who want to earn income at money
market rates while preserving the value of their investment. The Fund will invest in a variety of money market
instruments to seek current income and stability of principal and to try to maintain a stable share price of
$1.00. Income on short-term securities tends to be lower than income on longer term debt securities, so the
Fund's yield will likely be lower than the yield on longer-term fixed income funds. The Fund also offers liquidity
by providing access to a shareholder's investment, on any regular business day (as defined below), through wire
redemption privileges. The Fund does not invest for the purpose of seeking capital appreciation or gains and is
not a complete investment program.

Main Risks of Investing in the Fund

All investments carry risks to some degree. The Fund's investments are subject to changes in their value from a
number of factors, described below. However, the Fund's investments must meet strict standards set by its Board
of Trustees and special rules for money market funds under Federal law. Those standards include requirements for
maintaining high credit quality in the Fund's portfolio, a short average portfolio maturity to reduce the effects
of changes in prevailing interest rates and diversification of the Fund's investments among issuers to reduce the
effects of a default by any one issuer on the Fund's portfolio.

Even so, there are risks that the issuer of an obligation that the Fund holds could have its credit
rating downgraded or could default, or that interest rates could rise sharply, causing the value of the Fund's
investments (and its share prices) to fall. If there is a high demand for the redemption of Fund shares that was
not anticipated the Fund might have to sell portfolio securities prior to their maturity, possibly at a loss. As
a result, there is a risk that the Fund's shares could fall below $1.00 per share.

There is also the risk that the value of your investment could be eroded over time by the effects of
inflation or that poor security selection by the Manager will cause the Fund to underperform other funds having
similar objectives.

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An investment in the Fund is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other
government agency. Although the Fund seeks to preserve the value of your investment at $1.00 per share, it is
possible to lose money by investing in the Fund.
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The Fund's Past Performance

Because the Fund recently commenced operations, prior performance information for a full calendar year is not yet
available. You can contact the Transfer Agent at the toll-free telephone number on the back cover of this
prospectus to obtain the Fund's current 7-day yield information. Past performance is not necessarily an
indication of how the Fund will perform in the future.

Fees and Expenses of the Fund

The following tables are provided to help you understand the fees and expenses you may pay if you buy and hold
shares of the Fund. The Fund pays a variety of expenses directly for the management of its assets, administration
and other services. Those expenses are subtracted from the Fund's assets to calculate the Fund's net asset values
per share. All shareholders therefore pay those expenses indirectly. The numbers below are based on the Fund's
actual expenses for Class E shares and estimated expenses for Class L and Class P shares during its fiscal year
ended May 31, 2007.

Shareholder Fees. The Fund does not charge any initial sales charge to buy shares or to reinvest dividends. There
are no redemption fees and no contingent deferred sales charges.

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

-------------------------------- --------------------------- --------------------------- ---------------------------
Class E Class L Class P
Shares Shares Shares
-------------------------------- --------------------------- --------------------------- ---------------------------
-------------------------------- --------------------------- --------------------------- ---------------------------
Management Fees 0.10% 0.10% 0.10%
-------------------------------- --------------------------- --------------------------- ---------------------------
-------------------------------- --------------------------- --------------------------- ---------------------------
Distribution (12b-1) Fees N/A N/A 0.25%
-------------------------------- --------------------------- --------------------------- ---------------------------
-------------------------------- --------------------------- --------------------------- ---------------------------
Other Expenses(1) 0.01% 0.05% 0.05%
-------------------------------- --------------------------- --------------------------- ---------------------------
-------------------------------- --------------------------- --------------------------- ---------------------------
Total Annual Operating Expenses 0.11% 0.15% 0.40%
-------------------------------- --------------------------- --------------------------- ---------------------------

(1.) Expenses may vary in future years. "Other Expenses" include transfer agent fees, custodial expenses,
and accounting and legal expenses that the Fund pays. "Other Expenses" are estimates of these expenses for
Class L and Class P shares for the period indicated. 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 to all classes. That
undertaking may be amended or withdrawn at any time. For the Fund's fiscal year ended May 31, 2007, the
transfer agent fees did not exceed the expense limitation described above.

EXAMPLE. The following example is intended to help you compare the cost of investing in the Fund with the cost of
investing in other mutual funds.

The example assumes that you invest $10,000 in shares of the Fund for the time periods indicated and
then redeem all of your shares at the end of those periods. The example also assumes that your investment has a
5% return each year and that the Fund's operating expenses are the expenses shown in the table above. Your actual
costs may be higher or lower, because expenses will vary over time. Based on these assumptions your expenses
would be as follows, whether or not you redeem your investment at the end of each period:

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1 Year 3 Years 5 years 10 years
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Class E $11 $36 $62 $141
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Class L $15 $48 $85 $192
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Class P $41 $129 $225 $506
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About the Fund's Investments

THE FUND'S PRINCIPAL INVESTMENT POLICIES AND RISKS. The Fund invests in short-term securities meeting quality
standards established by its Board of Trustees as well as rules that apply to money market funds under the
Investment Company Act of 1940, as amended (the "Investment Company Act"). The allocation of the Fund's
portfolio among different types of money market investments may vary over time based upon the Manager's
evaluation of economic and market trends. The Fund's portfolio might not always include all of the different
types of investments described below.

The Manager tries to reduce risks by diversifying investments and by carefully researching investments
before they are purchased. The rate of the Fund's income will vary from day to day, generally reflecting changes
in overall short-term interest rates. There is no assurance that the Fund will achieve its investment objective.
The Statement of Additional Information contains more detailed information about the Fund's investment policies
and risks.

What Does the Fund Invest In? Money market instruments are high-quality, short-term, dollar-denominated debt
instruments. They may have fixed, variable or floating interest rates. All of the Fund's money market
investments must meet the special quality and maturity requirements set under the Investment Company Act
and the special standards set by the Fund's Board of Trustees, described briefly below. The following is
a brief description of the types of money market securities the Fund may invest in.
o U.S. Government Securities. These include obligations issued or guaranteed by the U.S. Government or any
of its agencies or instrumentalities. Some are direct obligations of the U.S. Treasury, such as Treasury
bills, notes and bonds, and are supported by the full faith and credit of the United States. Other U.S.
government securities, such as pass-through certificates issued by the Government National Mortgage
Association ("Ginnie Mae"), are also supported by the full faith and credit of the U.S. government. Some
government securities agencies or instrumentalities of the U.S. government are supported by the right of
the issuer to borrow from the U.S. Treasury under certain circumstances, such as Federal National
Mortgage Association ("Fannie Mae"). Others may be supported only by the credit of the instrumentality,
such as obligations of Federal Home Loan Mortgage Corporation ("Freddie Mac").
o Bank Obligations. The Fund can invest in time deposits, certificates of deposit and bankers'
acceptances. These obligations must be denominated in U.S. dollars, even if issued by a foreign bank.
o Commercial Paper. Commercial paper is a short-term, unsecured promissory note of a domestic or foreign
company or other financial firm. The Fund may buy commercial paper only if it matures in nine months or
less from the date of purchase.
o Corporate Debt Obligations. The Fund can invest in other short-term corporate debt obligations, besides
commercial paper, that, at the time of purchase meet the Fund's quality standards, described below.
o Other Money Market Obligations. The Fund may invest in obligations other than those listed above if they
are guaranteed as to their principal and interest by a corporation whose commercial paper may be
purchased by the Fund or by a domestic bank. The bank must meet credit criteria set by the Fund's Board
of Trustees.

Additionally, the Fund may buy other money market instruments that its Board of Trustees approves from
time to time. They must be U.S. dollar-denominated short-term investments that the Manager must determine to have
minimal credit risks.

Investments By Other Oppenheimer Funds. Class E shares of the Fund are offered as an investment to funds managed
or sub-advised by the Manager (the "Oppenheimer Funds") as a "sweep" investment for the Oppenheimer Funds'
uninvested cash, including investments by "funds of funds." The Fund's Board of Trustees has approved making the
Fund's shares available as an investment to those funds. The Oppenheimer Funds may invest all or a portion of
their uninvested cash in shares of the Fund and, either individually or collectively, they may own a significant
portion of the Fund's shares. The Oppenheimer Funds may increase or reduce the amount of their investments in the
Fund frequently, which may occur on a daily basis under volatile market conditions. Depending on a number of
factors, such as the flows of cash into and from the Fund as a result of the activity of other investors and the
Fund's then-current liquidity, the Oppenheimer Funds' purchases and redemptions could require the Fund to
purchase or sell portfolio securities, if the size of the Oppenheimer Funds' purchases or redemptions were
significant relative to the size of the Fund. Such purchases or redemptions of portfolio securities may increase
the Fund's transaction costs and/or reduce its performance.

WHAT CREDIT QUALITY AND MATURITY STANDARDS APPLY TO THE FUND'S INVESTMENTS? Money market instruments are subject
to credit risk, which is the risk that the issuer might not make timely payments of interest on the security or
repay principal when it is due. The Fund may buy only those investments that meet standards set by its Board of
Trustees and the Investment Company Act rules for money market funds.

In general, the Fund buys only high-quality investments that the Manager believes present minimal credit
risk at the time of purchase. "High-quality" investments are:
o rated in one of the two highest short-term rating categories of two national rating organizations, or
o rated by one rating organization in one of the two highest rating categories (if only one rating
organization has rated the investment), or
o unrated investments, subject to review by the Fund's Board of Trustees, that the Manager determines are
comparable in quality to the two highest rating categories.

The Investment Company Act rules for money market funds also limit the amount of the Fund's assets that
can be invested in the securities of any one issuer (other than the U.S. government, its agencies and
instrumentalities), to spread the Fund's investment risks. Generally a security's maturity must not exceed 397
days. Finally, the Fund must maintain a dollar-weighted average portfolio maturity of not more than 90 days.

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

OTHER INVESTMENT STRATEGIES. To seek its objective, the Fund can also use the investment techniques and
strategies described below. The Fund might not always use all of them. These techniques involve risks, although
some of them are designed to help reduce overall investment or market risks. The Statement of Additional
Information contains more information about some of these practices.

Floating Rate/Variable Rate Notes. The Fund can purchase notes with floating or variable interest rates. Variable
rates are adjustable at stated periodic intervals. Floating rates are adjusted automatically according
to a specified market rate or benchmark, such as the prime rate of a bank. If the maturity of a note is
greater than 397 days, it may be purchased only if it has a demand feature. That feature must permit the
Fund to recover the principal amount of the note on not more than thirty days' notice at any time, or at
specified times not exceeding 397 days from purchase.
Obligations of Foreign Banks and Foreign Branches of U.S. Banks. The Fund can invest in U.S. dollar-denominated
securities of foreign banks that are payable in the U.S. or in other locations approved by the Fund's
Board of Trustees. It can also buy dollar-denominated securities of foreign branches of U.S. banks.
These securities have investment risks different from obligations of domestic branches of U.S. banks.
Risks that may affect the bank's ability to pay its debt include:
o political and economic developments in the country in which the bank or branch is located,
o imposition of withholding taxes on interest income payable on the securities,
o seizure or nationalization of foreign deposits,
o the establishment of exchange control regulations, and
o the adoption of other governmental restrictions that might affect the payment of principal and interest
on those securities.

Additionally, not all of the U.S. and state banking laws and regulations that apply to domestic banks
and that are designed to protect depositors and investors apply to foreign branches of domestic banks.
None of those U.S. and state regulations apply to foreign banks.
Asset-Backed Securities. The Fund can invest in asset-backed investments. These are fractional interests in pools
of consumer loans and other trade receivables, which are the obligations of a number of different
parties. The income from the underlying pool is passed through to investors, such as the Fund.

These investments might be supported by a credit enhancement, such as a letter of credit, a guarantee or
a preference right. However, the credit enhancement generally applies only to a fraction of the
security's value. If the issuer of the security has no security interest in the related collateral,
there is the risk that the Fund could lose money if the issuer defaults.
Repurchase Agreements. The Fund may enter into repurchase agreements. In a repurchase transaction, the Fund buys
a security and simultaneously sells it to the vendor for delivery at a future date. Repurchase
agreements must be fully collateralized. 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 Fund will not enter into a repurchase agreement that
will cause more than 10% of its net assets to be subject to repurchase agreements maturing in more than
seven days. There is no limit on the amount of the Fund's net assets that may be subject to repurchase
agreements of seven days or less.
Illiquid and Restricted Securities. Investments may be illiquid because they do not have an active trading
market, making it difficult to value them or dispose of them promptly at an acceptable price. Restricted
securities may have terms that limit their resale to other investors or may require registration under
applicable securities laws before they can be sold publicly. The Fund will not invest more than 10% of
its net assets in illiquid or restricted securities. That limit does not apply to certain restricted
securities that are eligible for resale to qualified institutional purchasers. The Manager monitors
holdings of illiquid securities on an ongoing basis to determine whether to sell any holdings to
maintain adequate liquidity. Difficulty in selling a security may result in a loss to the Fund or
additional costs.

PORTFOLIO HOLDINGS. The Fund's portfolio holdings are included in semi-annual and annual reports that are
distributed to shareholders of the Fund within 60 days after the close of the period for which such
report is being made. The Fund also discloses its portfolio holdings in its Statements of Investments on
Form N-Q, which are filed with the Securities and Exchange Commission no later than 60 days after the
close of its first and third fiscal quarters. These required filings are publicly available at the
Securities and Exchange Commission. Therefore, portfolio holdings of the Fund are made publicly
available no later than 60 days after the close of each of the Fund's fiscal quarters.

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

How the Fund is Managed

THE MANAGER. The Manager chooses the Fund's investments and handles its day-to-day business. The Manager carries
out its duties, subject to the policies established by the Fund's Board of Trustees, under an investment advisory
agreement which 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 operated as an investment adviser since January 1960. The Manager and its subsidiaries
and controlled affiliates managed more than $250 billion in assets as of June 30, 2007, including other
Oppenheimer funds with more than 6 million shareholder accounts. The Manager is located at Two World Financial
Center, 225 Liberty Street, 11th Floor, New York, NY 10281-1008.

Advisory Fees. Under the Investment Advisory Agreement, the Fund pays the Manager an advisory fee at an annual
rate of 0.10% of average annual net assets.

A discussion regarding the basis for the Board of Trustees' approval of the Fund's investment advisory
contract will be available in the Fund's Semi-Annual Report to the shareholders for the six-month period
ended November 30, 2007.

Portfolio Manager. The Fund's portfolio is managed by Carol E. Wolf who is primarily responsible for the
day-to-day management of the Fund's investments.

Ms. Wolf has been a Vice President and Portfolio Manager of the Fund since its inception. Ms. Wolf has
been a Senior Vice President of the Manager since June 2000 and of HarbourView Asset Management
Corporation since June 2003. She is an officer of five other portfolios in the OppenheimerFunds complex.
She was formerly Vice President of the Manager from June 1990 through June 2000.

The Statement of Additional Information provides additional information about the portfolio manager's
compensation, other accounts they manage and their ownership of Fund shares.

ABOUT YOUR ACCOUNT

How to Buy Shares

Class E, Class L and Class P shares of the Fund may be purchased 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 a Financial Intermediary. Class P shares can only be purchased through a dealer, broker or
financial institution that has a sales agreement with the Distributor. The dealer or other financial
intermediary will place the order with the Distributor on an investor's behalf. A broker or dealer may
charge a processing fee for that service.
Buying Shares Through the Distributor. To purchase Class L shares, complete an institutional account application
and return it to "OppenheimerFunds Distributor, Inc." Mail it to P.O. Box 5270, Denver, Colorado 80217.
If you do not list a dealer on the application, the Distributor will act as your agent in buying Class L
shares.

We recommend that you discuss your investment with a financial adviser before you make a purchase to be
sure that the Fund is appropriate for you. Class E shares may only be purchased by other Oppenheimer
Funds, the Manager, and their affiliates.
o Paying by Federal Funds Wire. Shares purchased through the Distributor must be paid for by Federal Funds
wire. Purchase orders will not become effective on any day unless the Federal Funds wire payment is
initiated prior to the time that the Fund's net asset value is calculated and is received prior to the
Fund's close of business, as described below. For more information regarding Federal Funds wires and
instructions, please call 1.800.645.2028.

WHAT IS THE MINIMUM AMOUNT YOU MUST INVEST? In most cases, you can buy Fund shares with a minimum initial
investment of $1,000,000 and make additional investments at any time in any amount. No minimum
investment requirement applies to Class E shares or to the reinvestment of dividends from the Fund in
any class. You do not need to maintain a minimum balance in your Fund account.

AT WHAT PRICE ARE SHARES SOLD? Shares are sold at their offering price which is the net asset value per share.
No initial sales charge applies. The offering price that applies to a purchase order is the next net asset value
calculated after the purchase order is accepted. The Fund's net asset value per share is generally calculated
one hour after the close of the New York Stock Exchange (the "NYSE"), on any day that both the NYSE and the
Federal Reserve Bank of Kansas City are open for business (referred to in this prospectus as a "regular business
day"). The NYSE generally closes at 4:00 p.m. Eastern Time, but may close earlier on certain days.
Payment by Federal Funds wire must be initiated prior to the time that the Fund's net asset value is calculated
and must be received by the Fund's close of business, which is usually 90 minutes after the close of the NYSE.

However, on any day that the principal bond markets close early (as recommended by The Bond Market Association)
or the Federal Reserve Bank of Kansas City or the NYSE closes early, the Fund may advance the time on that day by
which a purchase order must be placed so that it will be effected and begin to earn dividends that day. In
addition, the Board of Trustees of the Fund may change the time as of which a Fund's NAV is calculated in
response to new developments such as altered trading hours, or as otherwise permitted by the Securities and
Exchange Commission. In the event the NYSE does not open for business because of an emergency, the Fund may, but
is not required to, open for purchases if the Federal Reserve wire payment system is open. Contact the Fund's
office at 1.800.645.2028 for specific information or to learn whether the Fund is open for business on such days.

Your financial adviser can provide you with more information regarding the time you must submit your purchase
order and whether the adviser is an authorized agent for the receipt of Class P purchase orders.

Net Asset Value. The net asset value per share for each share class is determined by dividing the value of the
Fund's net assets attributable to the class by the number of shares of the class that are outstanding on that
day. Under a policy adopted by the Fund's Board of Trustees, the Fund uses the amortized cost method to determine
its net asset value. The Fund intends to accrue all income daily to preserve a net asset value of $1.00 per
share. However, there is no guarantee the Fund will be able to maintain a stable $1.00 net asset value.
Newly-purchased shares will begin to accrue dividends on the day the purchase order is accepted. The Fund's
dividends normally are calculated one hour after the close of trading on the NYSE on each regular business day.

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WHAT CLASSES OF SHARES DOES THE FUND OFFER? The Fund currently offers investors three 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 therefore may have different returns.
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Class E Shares. Class E shares are only offered to other Oppenheimer Funds, the Manager and their affiliates.
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Class L Shares. Class L shares are offered directly to institutional investors.
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Class P Shares. Class P shares are available only through an investment professional. Additional processing fees
may apply.
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WHO CAN BUY CLASS E SHARES? Class E shares are sold at net asset value per share without any initial sales
charge. Class E shares are only sold to other Oppenheimer Funds, the Manager and their affiliates.

HOW CAN YOU BUY CLASS L SHARES? Class L shares are sold at net asset value per share without any initial sales
charge.

HOW CAN YOU BUY CLASS P SHARES? Class P shares are sold at net asset value per share without any initial sales
charge. Class P shares may only be sold through an investment professional. Additional processing fees may apply
to your investment when you buy or sell Class P shares of the Fund through a broker or other investment
professional.

Service (12b-1) Plan

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

OTHER PAYMENTS TO FINANCIAL INTERMEDIARIES AND SERVICE PROVIDERS. The Manager and the Distributor, in their
discretion, also may pay dealers or other financial intermediaries and service providers for distribution and/or
shareholder servicing activities. These payments are made out of the Manager's and/or the Distributor's own
resources, including from the profits derived from the advisory fees the Manager receives from the Fund. These
cash payments, which may be substantial, are paid to many firms having business relationships with the Manager
and Distributor. These payments are in addition to any distribution fees, servicing fees, or transfer agency fees
paid directly or indirectly by the Fund to these financial intermediaries and any commissions the Distributor
pays to these firms out of the sales charges paid by investors. These payments by the Manager or Distributor from
their own resources are not reflected in the tables in the section called "Fees and Expenses of the Fund" in this
prospectus because they are not paid by the Fund.

"Financial intermediaries" are firms that offer and sell Fund shares to their clients, or provide
shareholder services to the Fund, or both, and receive compensation for doing so. Your securities dealer or
financial adviser, for example, is a financial intermediary, and there are other types of financial
intermediaries that receive payments relating to the sale or servicing of the Fund's shares. In addition to
dealers, the financial intermediaries that may receive payments include sponsors of fund "supermarkets," sponsors
of fee-based advisory or wrap fee programs, sponsors of college and retirement savings programs, banks and trust
companies offering products that hold Fund shares, and insurance companies that offer variable annuity or
variable life insurance products.

In general, these payments to financial intermediaries can be categorized as "distribution-related" or
"servicing" payments. Payments for distribution-related expenses, such as marketing or promotional expenses, are
often referred to as "revenue sharing." Revenue sharing payments may be made on the basis of the sales of shares
attributable to that dealer, the average net assets of the Fund and other Oppenheimer funds attributable to the
accounts of that dealer and its clients, negotiated lump sum payments for distribution services provided, or
sales support fees. In some circumstances, revenue sharing payments may create an incentive for a dealer or
financial intermediary or its representatives to recommend or offer shares of the Fund or other Oppenheimer funds
to its customers. These payments also may give an intermediary an incentive to cooperate with the Distributor's
marketing efforts. A revenue sharing payment may, for example, qualify the Fund for preferred status with the
intermediary receiving the payment or provide representatives of the Distributor with access to representatives
of the intermediary's sales force, in some cases on a preferential basis over funds of competitors. Additionally,
as firm support, the Manager or Distributor may reimburse expenses related to educational seminars and "due
diligence" or training meetings (to the extent permitted by applicable laws or the rules of the Financial
Industry Regulatory Authority (FINRA), formerly known as the NASD) designed to increase sales representatives'
awareness about Oppenheimer funds, including travel and lodging expenditures. However, the Manager does not
consider a financial intermediary's sale of shares of the Fund or other Oppenheimer funds when selecting brokers
or dealers to effect portfolio transactions for the funds.

Various factors are used to determine whether to make revenue sharing payments. Possible considerations
include, without limitation, the types of services provided by the intermediary, sales of Fund shares, the
redemption rates on accounts of clients of the intermediary or overall asset levels of Oppenheimer funds held for
or by clients of the intermediary, the willingness of the intermediary to allow the Distributor to provide
educational and training support for the intermediary's sales personnel relating to the Oppenheimer funds, the
availability of the Oppenheimer funds on the intermediary's sales system, as well as the overall quality of the
services provided by the intermediary and the Manager or Distributor's relationship with the intermediary. The
Manager and Distributor have adopted guidelines for assessing and implementing each prospective revenue sharing
arrangement. To the extent that financial intermediaries receiving distribution-related payments from the Manager
or Distributor sell more shares of the Oppenheimer funds or retain more shares of the funds in their client
accounts, the Manager and Distributor benefit from the incremental management and other fees they receive with
respect to those assets.

Payments may also be made by the Manager, the Distributor or the Transfer Agent to financial
intermediaries to compensate or reimburse them for administrative or other client services provided such as
sub-transfer agency services for shareholders or retirement plan participants, omnibus accounting or
sub-accounting, participation in networking arrangements, account set-up, recordkeeping and other shareholder
services. Payments may also be made for administrative services related to the distribution of Fund shares
through the intermediary. Firms that may receive servicing fees include retirement plan administrators, qualified
tuition program sponsors, banks and trust companies, and others. These fees may be used by the service provider
to offset or reduce fees that would otherwise be paid directly to them by certain account holders, such as
retirement plans.

The Statement of Additional Information contains more information about revenue sharing and service
payments made by the Manager or the Distributor. Your dealer may charge you fees or commissions in addition to
those disclosed in this prospectus. You should ask your dealer or financial intermediary for details about any
such payments it receives from the Manager or the Distributor and their affiliates, or any other fees or expenses
it charges.

Special Investor Services

Purchasing Shares. You may purchase shares by phone, by calling 1.800.645.2028 for instructions.

Selling Shares. You can redeem shares by phone, by calling 1.800.645.2028. 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) at 1.720.875.2104. Please call 1.800.645.2028 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.

How to Sell Shares

You can sell (redeem) some or all of your shares on any regular business day. Your shares will be sold
at the next net asset value calculated after your order is received by the Distributor or your authorized
financial intermediary in proper form (which means that it must comply with the procedures described below) and
is accepted by the Transfer Agent. The Fund lets you sell your shares by writing a letter, by fax, or by
telephone. All redemption proceeds will be sent by Federal Funds wire. Redemption proceeds will not be mailed by
check. If a redemption order is received prior to the time that the Fund's net asset value is calculated,
proceeds from such redemption will normally be wired out the same day. Federal wire redemption requests that are
received on days when the Federal Reserve Bank of Kansas City is closed will receive the next net asset value
calculated, but the redemption proceeds will not be transmitted to the investor until the next day on which the
Federal Reserve Bank of Kansas City is open, which will generally be the next business day. If you have
questions about any of these procedures please call the Transfer Agent first, at 1.800.645.2028, for assistance.

Shareholders will not earn a dividend on the day a redemption request is processed. It is important to
note that redemption orders placed later in the day - especially between 3:00 p.m. and 5:00 p.m. Eastern time -
will be processed by the Fund, but your bank account or your account with your financial intermediary may not
receive the proceeds in a timely manner if the Federal Reserve Bank branch is experiencing delays in the transfer
of funds. After a redemption order has been processed by the Fund and a redemption wire has been initiated,
neither the Fund nor the Transfer Agent will assume any responsibility for the performance of the shareholder's
receiving bank, or any of its intermediaries. You are advised to place your redemption orders as early in the day
as possible.

When Do I Need A Medallion Signature Guarantee to Redeem Shares? A Medallion signature guarantee will be required
if you would like to change your current bank designation and did not provide a Medallion Signature Guarantee on
the account application.

Any redemption request that requires money to go to an account other than that designated on the account
application must be in writing and signed by an authorized person designated on the account application.

Where Can You Obtain a Medallion Signature Guarantee? A Medallion signature guarantee is designed to protect your
account from fraud. Obtain a Medallion signature guarantee from a bank or trust company, savings association,
credit union or broker, dealer, or securities exchange member. A notary public cannot provide a medallion
signature guarantee.

If you are signing on behalf of a corporation, partnership or other business or as a fiduciary, you must
include your title in the signature and may be requested to provide additional information.

Receiving Redemption Proceeds by Wire. The proceeds of the shares you sell will be sent by Federal Funds wire to
a previously designated bank account. It must be a commercial bank that is a member of the Federal
Reserve wire system. To find out how to set up this feature on your account or to arrange a wire, call
the Transfer Agent at 1.800.645.2028.

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 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

Your shares will be sold at the next net asset value calculated after your order is received by the
Transfer Agent in proper form (which means that it must comply with the procedures described herein).

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 prior to the time that the Fund's net asset value is calculated on that day.

Telephone Redemptions by Wire. The Federal Funds wire of the redemption proceeds will normally be transmitted on
the business day that the Fund receives your order; provided that such order is received in proper form
(which means that it must comply with the procedures described herein) prior to the time that the Fund's
net asset value is calculated. 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 A FINANCIAL INTERMEDIARY? The Distributor has made arrangements to repurchase Fund
shares from dealers, brokers and financial institutions on behalf of their customers. Brokers, dealers or other
financial intermediaries may charge a processing fee for that service. If shares are held in the name of a dealer
or other financial intermediary, they must be redeemed through the dealer or other financial intermediary.

Will I Pay a Sales Charge When I Sell My Shares? The Fund does not charge a fee when you redeem shares of
this Fund that you bought directly or by reinvesting dividends or distributions from this Fund.

Shareholder Account Rules and Policies

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

No Annual "Minimum Balance Fee" is assessed on any Fund account. You do not need to maintain a minimum balance
in your Fund account.
The offering of shares may be suspended during any period in which the determination of net asset value is
suspended, and the offering may be suspended by the Board of Trustees at any time the Board believes it
is in the Fund's best interest to do so.
Telephone transaction privileges for purchases or redemptions 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 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.
Payment for redeemed shares ordinarily is made in cash and transmitted on the business day that the Fund receives
your order; provided that such order is received in proper form (which means that it must comply with
the procedures described herein) prior to the time that the Fund's net asset value is calculated. There
is a possibility, however, that the wire may be delayed up to seven days. Further, under unusual
circumstances determined by the Securities and Exchange Commission, payment may be delayed or suspended.
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.
Shares may be "redeemed in kind" under unusual circumstances (such as a lack of liquidity in the Fund's portfolio
to meet redemptions). This means that the redemption proceeds will be paid with liquid securities from
the Fund's portfolio. If the Fund redeems your shares in kind, you may bear transaction costs and will
bear market risks until such time as such securities are converted into cash.
Federal regulations may require the Fund to obtain your name, your date of birth (for a natural person), your
residential street address or principal place of business and your Social Security number or Employer
Identification Number or other government issued identification when you open an account. Additional
information may be required in certain circumstances to open corporate accounts. The Fund or the
Transfer Agent may use this information to attempt to verify an investor's identity. The Fund may not be
able to establish an account if the necessary information is not received. The Fund may also place
limits on account transactions while it is in the process of attempting to verify an investor's
identity. Additionally, if the Fund is unable to verify your identity after your account is established,
the Fund may be required to redeem the shares and close the account.
"Backup withholding" of federal income tax may be applied against taxable dividends, distributions and redemption
proceeds 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 investors, 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
1.800.645.2028. 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 and Taxes

DIVIDENDS. The Fund intends to declare dividends from net investment income one hour after the close of trading
on the NYSE on each regular business day to shareholders of record. These dividends accrue daily and are
distributed on the last business day of each month.

To maintain a net asset value of $1.00 per share, the Fund might withhold dividends or make distributions from
capital or capital gains. Daily dividends will be declared but not paid on newly purchased shares before Federal
Funds are available to the Fund from the purchase payment for such shares.

CAPITAL GAINS. The Fund normally holds its securities to maturity and therefore will not usually pay capital
gains. Although the Fund does not seek capital gains, it could 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 annually.
The Fund may make supplemental distributions of dividends and capital gains following the end of its fiscal 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 three 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 Federal Fund wire.
Receive All Distributions in Cash. You can elect to receive cash for all dividends and capital gains
distributions forwarded by Federal Funds wire.

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. The Fund expects that its distributions will consist primarily of ordinary
income, which is subject to Federal income tax and may be subject to state or local taxes. Dividends paid from
net investment income and short-term capital gains 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 Internal Revenue Service a statement showing the amount of any
taxable distribution you received in the previous year. Any long-term capital gains will be separately identified
in the tax information the Fund sends you after the end of the calendar year.

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

Because the Fund seeks to maintain a stable $1.00 per share net asset value, it is unlikely that you
will have a capital gain or loss when you sell 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.

In certain cases, distributions made by the Fund may be considered a non-taxable return of capital to
shareholders. If that occurs, it will be identified in notices to shareholders.

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

Financial Highlights

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

| OPPENHEIMER INSTITUTIONAL MONEY MARKET FUND

FINANCIAL HIGHLIGHTS
--------------------------------------------------------------------------------

CLASS E
---------------
PERIOD ENDED MAY 31, 2007 1
-----------------------------------------------------------------------------
PER SHARE OPERATING DATA
-----------------------------------------------------------------------------
Net asset value, beginning of period $ 1.00
-----------------------------------------------------------------------------
Income from investment operations--net investment income 2 .03
-----------------------------------------------------------------------------
Dividends and/or distributions to shareholders:
Dividends from net investment income (.03)
-----------------------------------------------------------------------------

Net asset value, end of period $ 1.00
===============

-----------------------------------------------------------------------------
TOTAL RETURN 3 3.52%
-----------------------------------------------------------------------------

-----------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA
-----------------------------------------------------------------------------
Net assets, end of period (in thousands) $ 3,963,198
-----------------------------------------------------------------------------
Average net assets (in thousands) $ 3,623,302
-----------------------------------------------------------------------------
Ratios to average net assets: 4
Net investment income 5.25%
Total expenses 0.11%

1. For the period from October 3, 2006 (commencement of operations) to May 31,
2007.

2. Per share amounts calculated based on the average shares outstanding during
the period.

3. Assumes an initial investment on the business day before the first day of the
fiscal period, with all dividends and distributions reinvested in additional
shares on the reinvestment date, and redemption at the net asset value
calculated on the last business day of the fiscal period. Total returns are not
annualized for periods of less than one full year. Returns do not reflect the
deduction of taxes that a shareholder would pay on fund distributions or the
redemption of fund shares.

4. Annualized for periods of less than one full year.

SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.

| OPPENHEIMER INSTITUTIONAL MONEY MARKET FUND

CLASS L
------------
PERIOD ENDED MAY 31, 2007 1
--------------------------------------------------------------------------
PER SHARE OPERATING DATA
--------------------------------------------------------------------------
Net asset value, beginning of period $ 1.00
--------------------------------------------------------------------------
Income from investment operations--net investment income 2 .04
--------------------------------------------------------------------------
Dividends and/or distributions to shareholders:
Dividends from net investment income (.04)
--------------------------------------------------------------------------

Net asset value, end of period $ 1.00
============

--------------------------------------------------------------------------
TOTAL RETURN 3 3.61%
--------------------------------------------------------------------------

--------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA
--------------------------------------------------------------------------
Net assets, end of period (in thousands) $ 502
--------------------------------------------------------------------------
Average net assets (in thousands) $ 68
--------------------------------------------------------------------------
Ratios to average net assets: 4
Net investment income 3.62%
Total expenses 0.08%

1. For the period from October 3, 2006 (commencement of operations) to May 31,
2007.

2. Per share amounts calculated based on the average shares outstanding during
the period.

4. Annualized for periods of less than one full year.

SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.

| OPPENHEIMER INSTITUTIONAL MONEY MARKET FUND

FINANCIAL HIGHLIGHTS Continued
--------------------------------------------------------------------------------

CLASS P
------------
PERIOD ENDED MAY 31, 2007 1
--------------------------------------------------------------------------
PER SHARE OPERATING DATA
--------------------------------------------------------------------------
Net asset value, beginning of period $ 1.00
--------------------------------------------------------------------------
Income from investment operations--net investment income 2 -- 3
--------------------------------------------------------------------------
Dividends and/or distributions to shareholders:
Dividends from net investment income -- 3
--------------------------------------------------------------------------

Net asset value, end of period $ 1.00
============

--------------------------------------------------------------------------
TOTAL RETURN 4 0.15%
--------------------------------------------------------------------------

--------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA
--------------------------------------------------------------------------
Net assets, end of period (in thousands) $ 10
--------------------------------------------------------------------------
Average net assets (in thousands) $ 10
--------------------------------------------------------------------------
Ratios to average net assets: 5
Net investment income 4.79%
Total expenses 0.10%

1. For the period from May 21, 2007 (inception of offering) to May 31, 2007.

2. Per share amounts calculated based on the average shares outstanding during
the period.

3. Less than $0.005 per share.

4. Assumes an initial investment on the business day before the first day of the
fiscal period, with all dividends and distributions reinvested in additional
shares on the reinvestment date, and redemption at the net asset value
calculated on the last business day of the fiscal period. Total returns are not
annualized for periods of less than one full year. Returns do not reflect the
deduction of taxes that a shareholder would pay on fund distributions or the
redemption of fund shares.

5. Annualized for periods of less than one full year.

INFORMATION AND SERVICES

For More Information on Oppenheimer Institutional Money Market 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 affect the Fund's performance during
its fiscal year.

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

------------------------------------------- ---------------------------------------------------------------------
By Telephone: Call OppenheimerFunds Services toll-free:
1.800.645.2028
------------------------------------------- ---------------------------------------------------------------------
------------------------------------------- ---------------------------------------------------------------------
By Mail: Write to:
OppenheimerFunds Services
P.O. Box 5270
Denver, Colorado 80217-5270
------------------------------------------- ---------------------------------------------------------------------

Information about the Fund including the Statement of Additional Information can be reviewed and copied at the
Securities and Exchange Commission's Public Reference Room in Washington, D.C. Information on the operation of
the Public Reference Room may be obtained by calling the Securities and Exchange Commission at 1.202.551.8090.
Reports and other information about the Fund are available on the EDGAR database on the Securities and Exchange
Commission's Internet website at www.sec.gov. Copies may be obtained after payment of a duplicating fee by
electronic request at the Securities and Exchange Commission's e-mail address: publicinfo@sec.gov or by writing
to the Securities and Exchange Commission'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. 811-21888
Printed on recycled paper.
PR0647.001.0907

-------------------------------------------------------------------------------------------------------------------
Oppenheimer Institutional Money Market Fund
-------------------------------------------------------------------------------------------------------------------

6803 S. Tucson Way, Centennial, Colorado 80112-3924
1.800.645.2028

Statement of Additional Information dated September 25, 2007

This Statement of Additional Information ("SAI") is not a Prospectus. This document contains additional
information about the Fund and supplements information in the Prospectus dated September 25, 2007. 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.

Contents Page

About the Fund
Additional Information about the Fund's Investment Policies and Risks.............................................2
The Fund's Investment Policies...............................................................................2
Other Investment Strategies..................................................................................7
Other Investment Restrictions................................................................................8
Disclosure of Portfolio Holdings............................................................................10
How the Fund is Managed..........................................................................................14
Organization and History....................................................................................14
Board of Trustees and Oversight Committees..................................................................16
Trustees and Officers of the Fund...........................................................................17
The Manager.................................................................................................29
Service Plan ....................................................................................................32
Payments to Fund Intermediaries..................................................................................35
Performance of the Fund..........................................................................................39

About Your Account
How To Buy Shares................................................................................................42
How To Sell Shares...............................................................................................45
Dividends and Taxes..............................................................................................45
Additional Information About the Fund............................................................................48

Financial Information About the Fund
Report of Independent Registered Public Accounting Firm..........................................................50
Financial Statements.............................................................................................51

Appendix A: Ratings Definitions.................................................................................A-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 and the principal investment policies of the Fund are described in the
Prospectus. This SAI contains supplemental information about those policies and the types of securities that the
Fund's investment adviser, OppenheimerFunds, Inc. (the "Manager"), may select for the Fund. Additional
explanations are also provided about the strategies the Fund may use to try to achieve its objective.

The Fund's Investment Policies. The Fund's objective is to seek current income and stability of principal. The
Fund will not make investments with the objective of seeking capital growth. However, the value of the securities
held by the Fund may be affected by changes in general interest rates.

Because the current value of debt securities varies inversely with changes in prevailing interest rates,
if interest rates increase after a security is purchased, that security would normally decline in value.
Conversely, if interest rates decrease after a security is purchased, its value would rise. However, those
fluctuations in value will not generally result in realized gains or losses to the Fund, since the Fund does not
usually intend to dispose of securities prior to their maturity. A debt security held to maturity is redeemable
by its issuer at full principal value plus accrued interest regardless of the security's market value
fluctuation. At times, however, the Fund may sell securities prior to their maturity, to attempt to take
advantage of short-term market variations, or because of a revised credit evaluation of the issuer or for other
considerations. The Fund may also do so to generate cash to satisfy redemptions of Fund shares. In such cases,
the Fund may realize a capital gain or loss on the security.

|X| Ratings of Securities -- Portfolio Quality, Maturity and Diversification. Rule 2a-7 of the
Investment Company Act of 1940, as amended (the "Investment Company Act") places restrictions on a money market
fund's investments. Under that Rule, the Fund may purchase only those securities that the Manager, under
procedures approved by the Fund's Board of Trustees (the "Board"), has determined have minimal credit risks and
are "Eligible Securities." The rating restrictions described in the Prospectus and this SAI do not apply to banks
in which the Fund's cash is kept.

An "Eligible Security" is one that has a remaining maturity of 397 calendar days or less and has been
rated in one of the two highest short-term rating categories for short-term debt obligations by any two
"nationally recognized statistical rating organizations," if two such organizations have rated it. The term
"nationally recognized statistical rating organization" is defined in Rule 2a-7 and is referred to as a "Rating
Organization" in this SAI. If only one Rating Organization has rated that security, it must have been rated in
one of the two highest rating categories by that Rating Organization. An unrated security that is judged by the
Manager, subject to review by the Fund's Board, to be of comparable quality to Eligible Securities rated by
Rating Organizations may also be an "Eligible Security" under Rule 2a-7.

Rule 2a-7 permits the Fund to purchase any number of "First Tier Securities." These are Eligible
Securities that have been rated in the highest rating category for short-term debt obligations by two Rating
Organizations, if two such organizations have rated it. If only one Rating Organization has rated a particular
security, it must have been rated in the highest rating category by that Rating Organization. Comparable unrated
securities may also be determined to be First Tier Securities.

Under Rule 2a-7, the Fund may invest up to only 5% of its total assets in "Second Tier Securities."
Those are Eligible Securities that are not "First Tier Securities" as described above. In addition, the Fund may
not invest more than:
o? 5% of its total assets in the securities of any one issuer (other than U.S. Government Securities, as
defined below); provided, however, that the Fund may invest up to 25% of its total assets in the First
Tier Securities of a single issuer for a period of up to three business days after the acquisition
thereof; provided, further, that the Fund may not invest in the securities of more than one issuer in
accordance with the foregoing proviso at any time or
o 1% of its total assets or $1 million (whichever is greater) in Second Tier Securities of any one issuer
(other than U.S. Government Securities, as defined below).

Under Rule 2a-7, the Fund must maintain a dollar-weighted average portfolio maturity of not more than 90
days, and any single portfolio investment may not exceed 397 calendar days remaining to maturity. The Board
regularly reviews reports from the Manager to show the Manager's compliance with the Fund's procedures and with
this Rule.

If a security's credit rating is downgraded, the Manager and/or the Board may have to reassess the
security's credit risk. If a security has ceased to be a First Tier Security, the Manager will promptly reassess
whether the security continues to present minimal credit risk. If the Manager becomes aware that any Rating
Organization has downgraded its rating of a Second Tier Security or rated an unrated security below its second
highest rating category, the Fund's Board of Trustees shall promptly reassess whether the security presents
minimal credit risk and whether it is in the best interests of the Fund to dispose of it.

If the Fund disposes of the security within five days of the Manager learning of the downgrade, the
Manager will provide the Board with subsequent notice of such downgrade. If a security is in default, or ceases
to be an Eligible Security, or is determined no longer to present minimal credit risks, the Board must determine
whether it would be in the best interests of the Fund to dispose of the security.

The Rating Organizations currently designated as nationally-recognized statistical rating organizations
by the Securities and Exchange Commission ("SEC") are A.M. Best Company, Inc., Dominion Bond Rating Service
Limited, Standard & Poor's (a division of the McGraw-Hill Companies), Moody's Investors Service, Inc. and Fitch,
Inc. Appendix A to this SAI contains descriptions of the rating categories of those Rating Organizations.
Ratings at the time of purchase will determine whether securities may be acquired under the restrictions
described above.

|X| U.S. Government Securities. U.S. government securities are obligations issued or guaranteed as to
principal or interest by the U.S. Government or its agencies or instrumentalities. They include Treasury Bills
(which mature within one year of the date they are issued) and Treasury Notes and Bonds (which are issued with
longer maturities). All Treasury securities are backed by the full faith and credit of the United States.

U.S. government agencies and instrumentalities that issue or guarantee securities include, but are not
limited to, the Federal Housing Administration, Farmers Home Administration, Export-Import Bank of the United
States, Small Business Administration, Government National Mortgage Association ("Ginnie Mae"), General Services
Administration, Bank for Cooperatives, Federal Home Loan Banks, Federal Home Loan Mortgage Corporation, Federal
Intermediate Credit Banks, Federal Land Banks, Maritime Administration, the Tennessee Valley Authority and the
District of Columbia Armory Board.

Securities issued or guaranteed by U.S. government agencies and instrumentalities are not always backed
by the full faith and credit of the United States. Some, such as securities issued by the Federal National
Mortgage Association ("Fannie Mae") and Federal Home Loan Mortgage Corporation ("Freddie Mac"), are backed by the
right of the agency or instrumentality to borrow from the Treasury. If the securities are not backed by the full
faith and credit of the United States, the purchaser must look principally to the agency issuing the obligation
for repayment and may not be able to assert a claim against the United States if the issuing agency or
instrumentality does not meet its commitment.

Among the U.S. government securities that may be purchased by the Fund are "mortgage-backed securities"
issued by Fannie Mae, Ginnie Mae and Freddie Mac. Timely payment of principal and interest on Ginnie Mae
pass-through securities is guaranteed by the full faith and credit of the United States. These mortgage-backed
securities include "pass-through" securities and "participation certificates." Both types of securities are
similar, in that they represent pools of mortgages that are assembled by a vendor who sells interests in the
pool. Payments of principal and interest by individual mortgagors are "passed through" to the holders of the
interests in the pool. Another type of mortgage-backed security is the "collateralized mortgage obligation." It
is similar to a conventional bond and is secured by groups of individual mortgages.

|X| Time Deposits and Other Bank Obligations. The types of U.S. "banks" whose securities the Fund may
buy include commercial banks, savings banks, and savings and loan associations, which may or may not be members
of the Federal Deposit Insurance Corporation. The Fund may also buy securities of "foreign banks" that are:
o foreign branches of U.S. banks (which may be issuers of "Eurodollar" money market instruments),
o? U.S. branches and agencies of foreign banks (which may be issuers of "Yankee dollar" money
market instruments), or
o? foreign branches of foreign banks.

The Fund may invest in fixed "time deposits". These are non-negotiable deposits in a bank for a
specified period of time at a stated interest rate. They may or may not be subject to withdrawal penalties.
However, the Fund's investments in time deposits that are subject to penalties (other than time deposits maturing
in less than 7 days) are subject to the 10% investment limitation for investing in illiquid securities, set forth
in "Illiquid and Restricted Securities" in the Prospectus and this SAI.

The Fund may invest in obligations issued by U.S. banks, foreign branches or subsidiaries of U.S. banks
or U.S. or foreign branches or subsidiaries of foreign banks. Investment in obligations of foreign branches or
subsidiaries of U.S. banks or of foreign banks may involve different risks from the risks of investing in
obligations of U.S. banks. Such risks include adverse political and economic developments, the possible
imposition of withholding taxes on interest income payable on such obligations, the possible seizure or
nationalization of foreign deposits and the possible establishment of exchange controls or other foreign
governmental laws or restrictions which might adversely affect the payment of principal and interest. Generally,
the issuers of such obligations are subject to fewer U.S. regulatory requirements than are applicable to U.S.
banks. Foreign branches or subsidiaries of U.S. banks and foreign banks may be subject to less stringent reserve
requirements than U.S. banks. U.S. branches or subsidiaries of foreign banks are subject to the reserve
requirements of the state in which they are located. There may be less publicly available information about a
U.S. branch or subsidiary of a foreign bank or a foreign bank than about a U.S. bank, and such branches or
subsidiaries or banks may not be subject to the same accounting, auditing and financial record keeping standards
and requirements as U.S. banks. Evidence of ownership of obligations of foreign branches or subsidiaries of U.S.
banks or of foreign banks may be held outside of the United States and a Fund may be subject to the risks
associated with the holding of such property overseas. Any such obligations of a Fund held overseas will be held
by foreign branches of the custodian for the Fund's portfolio securities or by other U.S. or foreign banks under
subcustodian arrangements complying with the requirements of the Investment Company Act.

The Fund will buy bank obligations only from a domestic bank with total assets of at least $2.0 billion
or from a foreign bank with total assets of at least $30.0 billion. Those asset requirements apply only at the
time the obligations are acquired.

|X| Insured Bank Obligations. The Federal Deposit Insurance Corporation (the "FDIC") insures the
deposits of banks and savings and loan associations up to $100,000 per investor. Within the limits set forth in
the Prospectus, the Fund may purchase bank obligations that are fully insured as to principal by the FDIC. To
remain fully insured as to principal, these investments must currently be limited to $100,000 per bank. If the
principal amount and accrued interest together exceed $100,000, then the accrued interest in excess of that
$100,000 will not be insured.

|X| Bank Loan Participation Agreements. The Fund may invest in bank loan participation agreements,
subject to the investment limitation set forth in the Prospectus as to investments in illiquid securities.
Participation agreements provide an undivided interest in a loan made by the bank issuing the participation
interest in the proportion that the buyer's investment bears to the total principal amount of the loan. Under
this type of arrangement, the issuing bank may have no obligation to the buyer other than to pay principal and
interest on the loan if and when received by the bank. Thus, the Fund must look to the creditworthiness of the
borrower, which is obligated to make payments of principal and interest on the loan. If the borrower fails to pay
scheduled principal or interest payments, the Fund may experience a reduction in income.

|X| Asset-Backed Securities. These securities, issued by trusts and special purpose corporations, are
backed by pools of assets, primarily automobile and credit-card receivables and home equity loans. They pass
through the payments on the underlying obligations to the security holders (less servicing fees paid to the
originator or fees for any credit enhancement). The value of an asset-backed security is affected by changes in
the market's perception of the asset backing the security, the creditworthiness of the servicing agent for the
loan pool, the originator of the loans, or the financial institution providing any credit enhancement.

Payments of principal and interest passed through to holders of asset-backed securities are typically
supported by some form of credit enhancement, such as a letter of credit, surety bond, limited guarantee by
another entity or having a priority to certain of the borrower's other securities. The degree of credit
enhancement varies, and generally applies to only a fraction of the asset-backed security's par value until
exhausted. If the credit enhancement of an asset-backed security held by the Fund has been exhausted, and if any
required payments of principal and interest are not made with respect to the underlying loans, the Fund may
experience losses or delays in receiving payment.

The risks of investing in asset-backed securities are ultimately dependent upon payment of consumer
loans by the individual borrowers. As a purchaser of an asset-backed security, the Fund would generally have no
recourse to the entity that originated the loans in the event of default by a borrower. The underlying loans are
subject to prepayments, which shorten the weighted average life of asset-backed securities and may lower their
return, in the same manner as for prepayments of a pool of mortgage loans underlying mortgage-backed securities.
However, asset-backed securities do not have the benefit of the same security interest in the underlying
collateral as do mortgage-backed securities.

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

In a repurchase transaction, the Fund acquires 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. An "approved vendor" may be a U.S. commercial bank, the U.S. branch of a foreign bank, or a
broker-dealer which has been designated a primary dealer in government securities; provided however, if a broker
dealer is a subsidiary of a U.S. commercial bank or the U.S. branch of a foreign bank, such broker dealer does
not need to be designated as a primary dealer in government securities. They must meet the 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
will occur 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. 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 collateral's value 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 impose creditworthiness requirements to confirm that the vendor is financially sound and will
continuously monitor the collateral's value.

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. Securities 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 of the collateral may be subject to legal proceedings.

Other Investment Strategies

|X| Floating Rate/Variable Rate Obligations. The Fund may invest in instruments with floating or
variable interest rates. The interest rate on a floating rate obligation is based on a stated prevailing market
rate, such as a bank's prime rate, the 90-day U.S. Treasury Bill rate, the rate of return on commercial paper or
bank certificates of deposit, or some other standard. The rate on the investment is adjusted automatically each
time the market rate is adjusted. The interest rate on a variable rate obligation is also based on a stated
prevailing market rate but is adjusted automatically at a specified interval of not less than one year. Some
variable rate or floating rate obligations in which the Fund may invest have a demand feature entitling the
holder to demand payment of an amount approximately equal to the amortized cost of the instrument or the
principal amount of the instrument plus accrued interest at any time, or at specified intervals not exceeding one
year. These notes may or may not be backed by bank letters of credit.

Variable rate demand notes may include master demand notes, which are obligations that permit the Fund
to invest fluctuating amounts in a note. The amount may change daily without penalty, pursuant to direct
arrangements between the Fund, as the note purchaser, and the issuer of the note. The interest rates on these
notes fluctuate from time to time. The issuer of this type of obligation normally has a corresponding right in
its discretion, after a given period, to prepay the outstanding principal amount of the obligation plus accrued
interest. The issuer must give a specified number of days' notice to the holders of those obligations. Generally,
the changes in the interest rate on those securities reduce the fluctuation in their market value. As interest
rates decrease or increase, the potential for capital appreciation or depreciation is less than that for
fixed-rate obligations having the same maturity.
Because these types of obligations are direct lending arrangements between the note purchaser and issuer
of the note, these instruments generally will not be traded. Generally, there is no established secondary market
for these types of obligations, although they are redeemable from the issuer at face value. Accordingly, where
these obligations are not secured by letters of credit or other credit support arrangements, the Fund's right to
redeem them is dependent on the ability of the note issuer to pay principal and interest on demand. These types
of obligations usually are not rated by credit rating agencies. The Fund may invest in obligations that are not
rated only if the Manager determines at the time of investment that the obligations are of comparable quality to
the other obligations in which the Fund may invest. The Manager, on behalf of the Fund, will monitor the
creditworthiness of the issuers of the floating and variable rate obligations in the Fund's portfolio on an
ongoing basis.

|X| Illiquid and Restricted Securities. Under the policies and procedures established by the Fund's
Board of Trustees, the Manager determines the liquidity of certain of the Fund's investments. Investments may be
illiquid because of the absence of an active trading market, making it difficult to value them or dispose of them
promptly at an acceptable price.

Illiquid securities the Fund can buy include issues that may be redeemed only by the issuer upon more
than seven days notice or at maturity, repurchase agreements maturing in more than seven days, certain
participation interests other than those with puts exercisable within seven days, fixed time deposits subject to
withdrawal penalties which mature in more than seven days, and other securities that cannot be sold freely due to
legal or contractual restrictions on resale. Contractual restrictions on the resale of illiquid securities might
prevent or delay their sale by the Fund at a time when such sale would be desirable.

A restricted security may have terms that limit its resale to other investors or may require
registration under applicable laws before it may be sold publicly. There are restricted securities that are not
illiquid that the Fund can buy. They include certain master demand notes redeemable on demand, and short-term
corporate debt instruments that are not related to current transactions of the issuer and therefore are not
exempt from registration as commercial paper.

Other 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 SAI 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 SAI, as appropriate. The Fund's principal
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 as contemplated by the Investment Company Act. The limitations of the following
policies may be changed to the extent that the corresponding provisions of the Act are changed by amendment,
exemptive or interpretive relief:
o? The Fund cannot make any investment inconsistent with the Fund's classification as a
diversified investment company under the Investment Company Act.
o The Fund cannot invest more than 5% of its total assets in the securities of any issuer (except the U.S.
government or its agencies or instrumentalities); provided, however, that the Fund may invest
up to 25% of its total assets in the First Tier Securities of a single issuer for a period of
up to three business days after the acquisition thereof; provided, further, that the Fund may
not invest in the securities of more than one issuer in accordance with the foregoing proviso
at any time.
o? The Fund cannot invest more than 25% of its total assets, taken at market value, in the
securities of issuers in any particular industry or group of related industries (excluding
securities issued by the U.S. Government and its agencies and instrumentalities and certain
instruments issued by domestic banks).
o? The Fund cannot make loans, except to the extent permitted under the Investment Company Act,
the rules or regulations thereunder or any exemption therefrom that is applicable to the Fund,
as such statute, rules or regulations may be amended or interpreted from time to time.
o? The Fund may not borrow money, except to the extent permitted under the Investment Company Act,
the rules or regulations thereunder or any exemption therefrom that is applicable to the Fund,
as such statute, rules or regulations may be amended or interpreted from time to time.
o? The Fund cannot invest in real estate, physical commodities or commodity contracts, except to
the extent permitted under the Investment Company Act, the rules or regulations thereunder or
any exemption therefrom, as such statute, rules or regulations may be amended or interpreted
from time to time.
o? The Fund may not underwrite securities issued by others, except to the extent that a Fund may
be considered an underwriter within the meaning of the Securities Act of 1933, as amended, when
reselling securities held in its own portfolio.
o The Fund cannot issue senior securities to the extent such issuance would violate applicable
law.

Unless the Prospectus or this SAI states that a percentage restriction applies on an ongoing basis, it
applies only at the time the Fund makes an investment (except in the case of borrowing and investments in
illiquid securities). 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.

Certain of the above restrictions apply to the Fund only to the extent required by the Investment
Company Act, the rules or regulations thereunder or any exemption therefrom. If the applicable provisions of the
Investment Company Act, the rules or regulations or any exemption should change, those restrictions will
automatically change to reflect the new requirements. Therefore those fundamental policies may be changed without
notice and without a shareholder vote.

Currently, under the Investment Company 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 less all liabilities
and indebtedness other than borrowing), except that a fund may borrow up to 5% of its total assets for temporary
purposes from any person. Under the Investment Company Act, there is a rebuttable presumption that a loan is
temporary if it is repaid within 60 days and not extended or renewed. In addition, the Investment Company Act
requires the Fund to adopt a fundamental policy regarding investments in real estate. Although the Fund is not
expected to invest in real estate, to the extent consistent with the Fund's investment objective and its
policies, the Fund would be permitted to invest in debt securities secured by real estate or interests in real
estate, or issued by companies, including real estate investment trusts, that invest in real estate or interests
in real estate. Although unlikely, it is possible that the Fund could, as a result of an investment in debt
securities of an issuer, come to hold an interest in real estate if the issuer defaulted on its debt
obligations. Presently, under the Investment Company Act a registered mutual fund cannot make any commitment as
an underwriter, if immediately thereafter the amount of its outstanding underwriting commitments, plus the value
of its investments in securities of issuers (other than investment companies) of which it owns more than ten
percent of the outstanding voting securities, exceeds twenty-five percent of the value of its total assets.

|X| Does the Fund Have Additional Restrictions That Are Not "Fundamental" Policies?

The Fund has additional operating policies that are not "fundamental," and which can be changed by the
Board of Trustees without shareholder approval, including the following.

o For purposes of the Fund's policy not to concentrate its investments as described above, the Fund has
adopted classifications of industries and groups of related industries. These classifications
are not fundamental policies.

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

o Public Disclosure. The Fund's portfolio holdings are made publicly available no later than 60 days after
the close of each of the Fund's fiscal quarters in its semi-annual report to shareholders, its
annual report to shareholders, or its Statements of Investments on Form N-Q. Those documents
are publicly available at the SEC.

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

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

A list of the top 20 portfolio securities holdings (based on invested assets), listed by security or by
issuer, as of the end of each month may be disclosed to third parties (subject to the procedures below) no
sooner than 15 days after month-end.

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

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

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

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

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

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

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

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

o Response to legal process in litigation matters, such as responses to subpoenas or in class action
matters where the Fund may be part of the plaintiff class (and seeks recovery for losses on a
security) or a defendant,
o Response to regulatory requests for information (the SEC, Financial Industry Regulatory Authority
("FINRA"), state securities regulators, and/or foreign securities authorities, including without
limitation requests for information in inspections or for position reporting purposes),
o To potential sub-advisers of portfolios (pursuant to confidentiality agreements),
o To consultants for retirement plans for plan sponsors/discussions at due diligence meetings (pursuant to
confidentiality agreements),
o Investment bankers in connection with merger discussions (pursuant to confidentiality agreements).

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

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

Any permitted release of otherwise non-public portfolio holdings information must be in accordance with the
Fund's then-current policy on approved methods for communicating confidential information, including but
not limited to the Fund's policy as to use of secure e-mail technology.

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

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

ABG Securities Fortis Securities Pacific Crest Securities
ABN AMRO Fox-Pitt, Kelton Pacific Growth Equities
AG Edwards Friedman, Billing, Ramsey Petrie Parkman
American Technology Research Fulcrum Global Partners Pictet
Auerbach Grayson Garp Research Piper Jaffray Inc.
Banc of America Securities George K Baum & Co. Prager Sealy & Co.
Barclays Goldman Sachs Prudential Securities
Bear Stearns HSBC Ramirez & Co.
Belle Haven ING Barings Raymond James
Bloomberg ISI Group RBC Capital Markets
BNP Paribas ITG RBC Dain Rauscher
BS Financial Services Janney Montgomery Research Direct
Buckingham Research Group Jefferies Reuters
Caris & Co. JP Morgan Securities Robert W. Baird
CIBC World Markets JPP Eurosecurities Roosevelt & Cross
Citigroup Global Markets Keefe, Bruyette & Woods Russell
Collins Stewart Keijser Securities Ryan Beck & Co.
Craig-Hallum Capital Group LLC Kempen & Co. USA Inc. Sanford C. Bernstein
Credit Agricole Cheuvreux N.A. Inc. Kepler Equities/Julius Baer Sec Scotia Capital Markets
Credit Suisse KeyBanc Capital Markets Societe Generale
Cowen & Company Leerink Swan Soleil Securities Group
Daiwa Securities Lehman Brothers Standard & Poors
Davy Loop Capital Markets Stifel Nicolaus
Deutsche Bank Securities MainFirst Bank AG Stone & Youngberg
Dresdner Kleinwort Wasserstein Makinson Cowell US Ltd SWS Group
Emmet & Co Maxcor Financial Taylor Rafferty
Empirical Research Merrill Lynch Think Equity Partners
Enskilda Securities Midwest Research Thomson Financial
Essex Capital Markets Mizuho Securities Thomas Weisel Partners
Exane BNP Paribas Morgan Stanley UBS
Factset Morningstar Wachovia Securities
Fidelity Capital Markets Natexis Bleichroeder Wescott Financial
Fimat USA Inc. Ned Davis Research Group William Blair
First Albany Nomura Securities Yieldbook
Fixed Income Securities

How the Fund Is Managed

Organization and History. The Fund is a diversified, open-end management investment company with an unlimited
number of authorized shares of beneficial interest. The Fund was organized as a Massachusetts business trust in
March 2006.

|X| Classes of Shares. The Trustees are authorized, without shareholder approval, to create new classes of
shares, to reclassify unissued shares into additional classes and to 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, preemptive rights or subscription rights. Shares may be
voted in person or by proxy at shareholder meetings.

The Fund currently offers three classes of shares: Class E, Class L and Class P. All share classes
invest in the same investment portfolio. Each class of shares:

o has its own dividends and distributions,
o pays certain expenses which may be different for the different classes,
o will generally have different returns,
o will generally 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 a vote of shareholders. Each share of the Fund
represents an interest in the Fund proportionately equal to the interest of each other share of the same class.

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

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

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

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

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

The Board of Trustees has an Audit Committee, a Regulatory & Oversight Committee, and a Governance
Committee. Each committee is comprised solely of Trustees who are not "interested persons" under the Investment
Company Act (the "Independent Trustees"). The members of the Audit Committee are David K. Downes (Chairman), Mary
F. Miller, Joel W. Motley, Russell S. Reynolds, Jr., Joseph M. Wikler and Peter I. Wold. The Audit Committee held
2 meetings during the Fund's fiscal year ended May 31, 2007. The Audit Committee furnishes the Board with
recommendations regarding the selection of the Fund's independent registered public accounting firm (also
referred to as the "independent Auditors"). Other main functions of the Audit Committee outlined in the Audit
Committee Charter, include, but are not limited to: (i) reviewing the scope and results of financial statement
audits and the audit fees charged; (ii) reviewing reports from the Fund's independent Auditors regarding the
Fund's internal accounting procedures and controls; (iii) reviewing reports from the Manager's Internal Audit
Department; (iv) maintaining a separate line of communication between the Fund's independent Auditors and the
Independent Trustees; (v) reviewing the independence of the Fund's independent Auditors; and (vi) pre-approving
the provision of any audit or non-audit services by the Fund's independent Auditors, including tax services, that
are not prohibited by the Sarbanes-Oxley Act, to the Fund, the Manager and certain affiliates of the Manager.

The members of the Regulatory & Oversight Committee are Robert G. Galli (Chairman), David K. Downes,
Matthew P. Fink, Phillip A. Griffiths, Joel W. Motley and Joseph M. Wikler. The Regulatory & Oversight Committee
held 2 meetings during the Fund's fiscal year ended May 31, 2007. The Regulatory & Oversight Committee evaluates
and reports to the Board on the Fund's contractual arrangements, including the Investment Advisory and
Distribution Agreements, transfer agency and shareholder service agreements and custodian agreements as well as
the policies and procedures adopted by the Fund to comply with the Investment Company Act and other applicable
law, among other duties as set forth in the Regulatory & Oversight Committee's Charter.

The members of the Governance Committee are Phillip A. Griffiths (Chairman), Matthew P. Fink, Robert G.
Galli, Mary F. Miller, Russell S. Reynolds, Jr. and Peter I. Wold. The Governance Committee held 3 meetings
during the Fund's fiscal year ended May 31, 2007. The Governance Committee reviews the Fund's governance
guidelines, the adequacy of the Fund's Codes of Ethics, and develops qualification criteria for Board members
consistent with the Fund's governance guidelines, provides the Board with recommendations for voting portfolio
securities held by the Fund, and monitors the Fund's proxy voting, among other duties set forth in the Governance
Committee's Charter.

The Governance Committee's functions also include the selection and nomination of Trustees, including
Independent Trustees for election. The Governance Committee may, but need not, consider the advice and
recommendation of the Manager and its affiliates in selecting nominees. The full Board elects new Trustees except
for those instances when a shareholder vote is required.

To date, the Governance Committee has been able to identify from its own resources an ample number of
qualified candidates. Nonetheless, under the current policy of the Board, if the Board determines that a vacancy
exists or is likely to exist on the Board, the Governance Committee will consider candidates for Board membership
including those recommended by the Fund's shareholders. The Governance Committee will consider nominees
recommended by Independent Board members or recommended by any other Board members including Board members
affiliated with the Fund's Manager. The Governance Committee may, upon Board approval, retain an executive search
firm to assist in screening potential candidates. Upon Board approval, the Governance Committee may also use the
services of legal, financial, or other external counsel that it deems necessary or desirable in the screening
process. Shareholders wishing to submit a nominee for election to the Board may do so by mailing their submission
to the offices of OppenheimerFunds, Inc., Two World Financial Center, 225 Liberty Street, 11th Floor, New York,
New York 10281-1008, to the attention of the Board of Trustees of Oppenheimer Institutional Money Market Fund,
c/o the Secretary of the Fund.

Submissions should, at a minimum, be accompanied by the following: (1) the name, address, and business,
educational, and/or other pertinent background of the person being recommended; (2) a statement concerning
whether the person is an "interested person" as defined in the Investment Company Act; (3) any other information
that the Fund would be required to include in a proxy statement concerning the person if he or she was nominated;
and (4) the name and address of the person submitting the recommendation and, if that person is a shareholder,
the period for which that person held Fund shares. Shareholders should note that a person who owns securities
issued by Massachusetts Mutual Life Insurance Company (the parent company of the Manager) would be deemed an
"interested person" under the Investment Company Act. In addition, certain other relationships with Massachusetts
Mutual Life Insurance Company or its subsidiaries, with registered broker-dealers, or with the Funds' outside
legal counsel may cause a person to be deemed an "interested person."

The Governance Committee has not established specific qualifications that it believes must be met by a
trustee nominee. In evaluating trustee nominees, the Governance Committee considers, among other things, an
individual's background, skills, and experience; whether the individual is an "interested person" as defined in
the Investment Company Act; and whether the individual would be deemed an "audit committee financial expert"
within the meaning of applicable SEC rules. The Governance Committee also considers whether the individual's
background, skills, and experience will complement the background, skills, and experience of other Trustees and
will contribute to the Board. There are no differences in the manner in which the Governance Committee evaluates
nominees for trustees based on whether the nominee is recommended by a shareholder. Candidates are expected to
provide a mix of attributes, experience, perspective and skills necessary to effectively advance the interests of
shareholders.

Trustees and Officers of the Fund. Except for Mr. Murphy, each of the Trustees is an Independent Trustee. All of
the Trustees are also directors or trustees of the following Oppenheimer funds (referred to as "Board I Funds"):

Oppenheimer Absolute Return Fund Oppenheimer Money Market Fund, Inc.
Oppenheimer AMT-Free Municipals Oppenheimer Multi-State Municipal Trust
Oppenheimer AMT-Free New York Municipals Oppenheimer Portfolio Series
Oppenheimer Balanced Fund Oppenheimer Real Estate Fund
Oppenheimer Baring China Fund Oppenheimer Rochester Arizona Municipal Fund
Oppenheimer Baring Japan Fund Oppenheimer Rochester Maryland Municipal Fund
Oppenheimer Baring SMA International Fund Oppenheimer Rochester Massachusetts Municipal Fund
Oppenheimer California Municipal Fund Oppenheimer Rochester Michigan Municipal Fund
Oppenheimer Capital Appreciation Fund Oppenheimer Rochester Minnesota Municipal Fund
Oppenheimer Developing Markets Fund Oppenheimer Rochester North Carolina Municipal Fund
Oppenheimer Discovery Fund Oppenheimer Rochester Ohio Municipal Fund
Oppenheimer Dividend Growth Fund Oppenheimer Rochester Virginia Municipal Fund
Oppenheimer Emerging Growth Fund Oppenheimer Select Value Fund
Oppenheimer Emerging Technologies Fund Oppenheimer Series Fund, Inc.
Oppenheimer Enterprise Fund Oppenheimer SMA Core Bond Fund
Oppenheimer Global Fund Oppenheimer SMA International Bond Fund
Oppenheimer Global Opportunities Fund Oppenheimer Transition 2010 Fund
Oppenheimer Gold & Special Minerals Fund Oppenheimer Transition 2015 Fund
Oppenheimer Growth Fund Oppenheimer Transition 2020 Fund
Oppenheimer International Diversified Fund Oppenheimer Transition 2030 Fund
Oppenheimer International Growth Fund OFI Tremont Core Strategies Hedge Fund
Oppenheimer International Small Company Fund OFI Tremont Market Neutral Hedge Fund
Oppenheimer International Value Fund Oppenheimer Tremont Market Neutral Fund LLC
Oppenheimer Institutional Money Market Fund, Inc. Oppenheimer Tremont Opportunity Fund LLC
Oppenheimer Limited Term California Municipal Fund Oppenheimer U.S. Government Trust

In addition to being a Board Member of the each of the Board I Funds, Messrs. Downes, Galli and Wruble
are directors or trustees of ten other portfolios in the OppenheimerFunds complex.

Present or former officers, directors, trustees and employees (and their immediate family members) of
the Fund, the Manager and its affiliates, and retirement plans established by them for their employees are
permitted to purchase Class A shares of the other Oppenheimer funds at net asset value without sales charge. The
sales charge on Class A shares is waived for that group because of the reduced sales efforts realized by the
Distributor.

Messrs. Gillespie, Murphy, Petersen, Szilagyi, Vandehey, Wixted and Zack and Mss. Wolf, Bloomberg and
Ives, who are officers of the Fund, hold the same offices with one or more of the other Board I Funds. As of
September 4, 2007 the Trustees and officers of the Fund, as a group, owned of record or beneficially less than 1%
of any class of shares of the Fund. In addition, none of the Independent Trustees (nor any of their immediate
family members) owns securities of either the Manager or the Distributor of the Board I Funds or of any entity
directly or indirectly controlling, controlled by or under common control with the Manager or the Distributor.

Biographical Information. The Trustees and officers, their positions with the Fund, length of service in
such position(s) and principal occupations and business affiliations during at least the past five years are
listed in the charts below. The charts also include information about each Trustee's beneficial share ownership
in the Fund and in all of the registered investment companies that the Trustee oversees in the Oppenheimer family
of funds ("Supervised Funds"). The address of each Trustee in the chart below is 6803 S. Tucson Way, Centennial,
Colorado 80112-3924. Each Trustee serves for an indefinite term, or until his or her resignation, retirement,
death or removal.
-------------------------------------------------------------------------------------------------------------------------------------
Independent Trustees
-------------------------------------------------------------------------------------------------------------------------------------
------------------------------- ------------------------------------------------------------- ----------------- ---------------------
Name, Position(s) Held with Principal Occupation(s) During the Past 5 Years; Other Dollar Range of Aggregate Dollar
Shares
Beneficially Range Of Shares
the Fund, Length of Service, Trusteeships/Directorships Held; Number of Portfolios in Owned in Beneficially Owned
Age the Fund Complex Currently Overseen the Fund in Supervised Funds
------------------------------- ------------------------------------------------------------- ----------------- ---------------------
------------------------------- ------------------------------------------------------------- ---------------------------------------
As of December 31, 2006
------------------------------- ------------------------------------------------------------- ---------------------------------------
------------------------------- ------------------------------------------------------------- ----------------- ---------------------
Brian F. Wruble, General Partner of Odyssey Partners, L.P. (hedge fund) None Over $100,000
Chairman of the Board of (since September 1995); Director of Special Value
Trustees since 2007, Opportunities Fund, LLC (registered investment company)
Trustee since 2006, (since September 2004); Member of Zurich Financial
Age: 64 Investment Advisory Board (insurance) (since October 2004);
Board of Governing Trustees of The Jackson Laboratory
(non-profit) (since August 1991); Chair, the Jackson
Laboratory Board of Trustees (since August 2007); Trustee
of the Institute for Advanced Study (non-profit educational
institute) (since May 1992); Special Limited Partner of
Odyssey Investment Partners, LLC (private equity
investment) (January 1999-September 2004); Trustee of
Research Foundation of AIMR (investment research,
non-profit) (2000-2002); Governor, Jerome Levy Economics
Institute of Bard College (economics research) (August
1990-September 2001); Director of Ray & Berendtson, Inc.
(executive search firm) (May 2000-April 2002). Oversees 65
portfolios in the OppenheimerFunds complex.
------------------------------- ------------------------------------------------------------- ----------------- ---------------------
------------------------------- ------------------------------------------------------------- ----------------- ---------------------
David K. Downes, President, Chief Executive Officer and Board Member of None Over $100,000
Trustee since 2007 CRAFund Advisors, Inc. (investment management company)
Age: 67 (since January 2004); President of The Community
Reinvestment Act Qualified Investment Fund (investment
management company) (since January 2004); Independent
Chairman of the Board of Trustees of Quaker Investment
Trust (registered investment company) (since January 2004);
Director of Internet Capital Group (information technology
company) (since October 2003); Chief Operating Officer and
Chief Financial Officer of Lincoln National Investment
Companies, Inc. (subsidiary of Lincoln National
Corporation, a publicly traded company) and Delaware
Investments U.S., Inc. (investment management subsidiary of
Lincoln National Corporation) (1993-2003); President, Chief
Executive Officer and Trustee of Delaware Investment Family
of Funds (1993-2003); President and Board Member of Lincoln
National Convertible Securities Funds, Inc. and the Lincoln
National Income Funds, TDC (1993-2003); Chairman and Chief
Executive Officer of Retirement Financial Services, Inc.
(registered transfer agent and investment adviser and
subsidiary of Delaware Investments U.S., Inc.) (1993-2003);
President and Chief Executive Officer of Delaware Service
Company, Inc. (1995-2003); Chief Administrative Officer,
Chief Financial Officer, Vice Chairman and Director of
Equitable Capital Management Corporation (investment
subsidiary of Equitable Life Assurance Society)
(1985-1992); Corporate Controller of Merrill Lynch &
Company (financial services holding company) (1977-1985);
held the following positions at the Colonial Penn Group,
Inc. (insurance company): Corporate Budget Director
(1974-1977), Assistant Treasurer (1972-1974) and Director
of Corporate Taxes (1969-1972); held the following
positions at Price Waterhouse & Company (financial services
firm): Tax Manager (1967-1969), Tax Senior (1965-1967) and
Staff Accountant (1963-1965); United States Marine Corps
(1957-1959). Oversees 65 portfolios in the OppenheimerFunds
complex.
------------------------------- ------------------------------------------------------------- ----------------- ---------------------
------------------------------- ------------------------------------------------------------- ----------------- ---------------------
Matthew P. Fink, Trustee of the Committee for Economic Development (policy None Over $100,000
Trustee since 2006 research foundation) (since 2005); Director of ICI
Age: 66 Education Foundation (education foundation) (October
1991-August 2006); President of the Investment Company
Institute (trade association) (October 1991-June 2004);
Director of ICI Mutual Insurance Company (insurance
company) (October 1991-June 2004). Oversees 55 portfolios
in the OppenheimerFunds complex.
------------------------------- ------------------------------------------------------------- ----------------- ---------------------
------------------------------- ------------------------------------------------------------- ----------------- ---------------------
Robert G. Galli, A director or trustee of other Oppenheimer funds. Oversees None Over $100,000
Trustee since 2006 65 portfolios in the OppenheimerFunds complex.
Age: 74
------------------------------- ------------------------------------------------------------- ----------------- ---------------------
------------------------------- ------------------------------------------------------------- ----------------- ---------------------
Phillip A. Griffiths, Distinguished Presidential Fellow for International Affairs None Over $100,000
Trustee since 2006 (since 2002) and Member (since 1979) of the National
Age: 68 Academy of Sciences; Council on Foreign Relations (since
2002); Director of GSI Lumonics Inc. (precision medical
equipment supplier) (since 2001); Senior Advisor of The
Andrew W. Mellon Foundation (since 2001); Chair of Science
Initiative Group (since 1999); Member of the American
Philosophical Society (since 1996); Trustee of Woodward
Academy (since 1983); Foreign Associate of Third World
Academy of Sciences; Director of the Institute for Advanced
Study (1991-2004); Director of Bankers Trust New York
Corporation (1994-1999); Provost at Duke University
(1983-1991). Oversees 55 portfolios in the OppenheimerFunds
complex.
------------------------------- ------------------------------------------------------------- ----------------- ---------------------
------------------------------- ------------------------------------------------------------- ----------------- ---------------------
Mary F. Miller, Trustee of the American Symphony Orchestra (not-for-profit) None Over $100,000
Trustee since 2006 (since October 1998); and Senior Vice President and General
Age: 64 Auditor of American Express Company (financial services
company) (July 1998-February 2003). Oversees 55 portfolios
in the OppenheimerFunds complex.
------------------------------- ------------------------------------------------------------- ----------------- ---------------------
------------------------------- ------------------------------------------------------------- ----------------- ---------------------
Joel W. Motley, Managing Director of Public Capital Advisors, LLC None Over $100,000
Trustee since 2006 (privately held financial adviser) (since January 2006).
Age: 55 Director of Columbia Equity Financial Corp. (privately-held
financial adviser) (since 2002); Managing Director of
Carmona Motley, Inc. (privately-held financial adviser)
(since January 2002); Managing Director of Carmona Motley
Hoffman Inc. (privately-held financial adviser) (January
1998-December 2001); Member of the Finance and Budget
Committee of the Council on Foreign Relations, Member of
the Investment Committee of the Episcopal Church of
America, Member of the Investment Committee and Board of
Human Rights Watch and Member of the Investment Committee
of Historic Hudson Valley. Oversees 55 portfolios in the
OppenheimerFunds complex.
------------------------------- ------------------------------------------------------------- ----------------- ---------------------
------------------------------- ------------------------------------------------------------- ----------------- ---------------------
Russell S. Reynolds, Jr., Chairman of RSR Partners (formerly "The Directorship Search None Over $100,000
Trustee since 2006 Group, Inc.") (corporate governance consulting and
Age: 75 executive recruiting) (since 1993); Life Trustee of
International House (non-profit educational organization);
Former Trustee of The Historical Society of the Town of
Greenwich; Former Director of Greenwich Hospital
Association. Oversees 55 portfolios in the OppenheimerFunds
complex.
------------------------------- ------------------------------------------------------------- ----------------- ---------------------
------------------------------- ------------------------------------------------------------- ----------------- ---------------------
Joseph M. Wikler, Director of the following medical device companies: None Over $100,000
Trustee since 2006 Medintec (since 1992) and Cathco (since 1996); Director of
Age: 66 Lakes Environmental Association (environmental protection
organization) (since 1996); Member of the Investment
Committee of the Associated Jewish Charities of Baltimore
(since 1994); Director of Fortis/Hartford mutual funds
(1994-December 2001) Director of C-TASC (privately held
bio-statistics company) (since May 2007). Oversees 55
portfolios in the OppenheimerFunds complex.
------------------------------- ------------------------------------------------------------- ----------------- ---------------------
------------------------------- ------------------------------------------------------------- ----------------- ---------------------
Peter I. Wold, President of Wold Oil Properties, Inc. (oil and gas None Over $100,000
Trustee since 2006 exploration and production company) (since 1994); Vice
Age: 59 President of American Talc Company, Inc. (talc mining and
milling) (since 1999); Managing Member of Hole-in-the-Wall
Ranch (cattle ranching) (since 1979); Vice President,
Secretary and Treasurer of Wold Trona Company, Inc. (soda
ash processing and production) (1996 - 2006); Director and
Chairman of the Denver Branch of the Federal Reserve Bank
of Kansas City (1993-1999); and Director of PacifiCorp.
(electric utility) (1995-1999). Oversees 55 portfolios in
the OppenheimerFunds complex.
------------------------------- ------------------------------------------------------------- ----------------- ---------------------

Mr. Murphy is an "Interested Trustee" because he is affiliated with the Manager by virtue of his
positions as an officer and director of the Manager, and as a shareholder of its parent company. The address of
Mr. Murphy is Two World Financial Center, 225 Liberty Street, 11th Floor, New York, New York 10281-1008. Mr.
Murphy serves as a Trustee and as an officer for an indefinite term, or until his resignation, retirement, death
or removal.

------------------------------------------------------------------------------------------------------------------------------------
Interested Trustee and Officer
------------------------------------------------------------------------------------------------------------------------------------
--------------------------- ----------------------------------------------------------------- ---------------- ---------------------
Name, Position(s) Held Principal Occupation(s) During the Past 5 Years; Other Dollar Range Aggregate Dollar
of Shares
Beneficially Range Of Shares
with Fund, Length of Trusteeships/Directorships Held; Number of Portfolios in the Owned in Beneficially Owned
Service, Age Fund Complex Currently Overseen the Fund in Supervised Funds
--------------------------- ----------------------------------------------------------------- ---------------- ---------------------
--------------------------- ----------------------------------------------------------------- --------------------------------------
As of December 31, 2006
--------------------------- ----------------------------------------------------------------- --------------------------------------
--------------------------- ----------------------------------------------------------------- ----------------- --------------------
John V. Murphy, Chairman, Chief Executive Officer and Director of the Manager None Over $100,000
President and Principal since June 2001; President of the Manager (September 2000-March
Executive Officer since 2007); President and a director or trustee of other Oppenheimer
2006 and Trustee since funds; President and Director of Oppenheimer Acquisition Corp.
2006 ("OAC") (the Manager's parent holding company) and of
Age: 58 Oppenheimer Partnership Holdings, Inc. (holding company
subsidiary of the Manager) (since July 2001); Director of
OppenheimerFunds Distributor, Inc. (subsidiary of the Manager)
(since November 2001); Chairman and Director of Shareholder
Services, Inc. and of Shareholder Financial Services, Inc.
(transfer agent subsidiaries of the Manager) (since July 2001);
President and Director of OppenheimerFunds Legacy Program
(charitable trust program established by the Manager) (since
July 2001); Director of the following investment advisory
subsidiaries of the Manager: OFI Institutional Asset
Management, Inc., Centennial Asset Management Corporation,
Trinity Investment Management Corporation and Tremont Capital
Management, Inc. (since November 2001), HarbourView Asset
Management Corporation and OFI Private Investments, Inc. (since
July 2001); President (since November 1, 2001) and Director
(since July 2001) of Oppenheimer Real Asset Management, Inc.;
Executive Vice President of Massachusetts Mutual Life Insurance
Company (OAC's parent company) (since February 1997); Director
of DLB Acquisition Corporation (holding company parent of
Babson Capital Management LLC) (since June 1995); Member of the
Investment Company Institute's Board of Governors (since
October 3, 2003); Chief Operating Officer of the Manager
(September 2000-June 2001); President and Trustee of MML Series
Investment Fund and MassMutual Select Funds (open-end
investment companies) (November 1999-November 2001); Director
of C.M. Life Insurance Company (September 1999-August 2000);
President, Chief Executive Officer and Director of MML Bay
State Life Insurance Company (September 1999-August 2000);
Director of Emerald Isle Bancorp and Hibernia Savings Bank
(wholly-owned subsidiary of Emerald Isle Bancorp) (June
1989-June 1998). Oversees 102 portfolios in the
OppenheimerFunds complex.
--------------------------- ----------------------------------------------------------------- ----------------- --------------------

The addresses of the officers in the chart below are as follows: for Messrs. Gillespie and Zack and Ms.
Bloomberg, Two World Financial Center, 225 Liberty Street, New York, New York 10281-1008, for Messrs. Petersen,
Szilagyi, Vandehey and Wixted and Mss. Ives and Wolf, 6803 S. Tucson Way, Centennial, Colorado 80112-3924. Each
officer serves for an indefinite term or until his or her resignation, retirement, death or removal.

-----------------------------------------------------------------------------------------------------------------------------
Other Officers of the Fund
-----------------------------------------------------------------------------------------------------------------------------
----------------------------------- -----------------------------------------------------------------------------------------
Name, Position(s) Held with Fund, Principal Occupation(s) During Past 5 Years
Length of Service, Age
----------------------------------- -----------------------------------------------------------------------------------------
----------------------------------- -----------------------------------------------------------------------------------------
Carol E. Wolf, Senior Vice President of the Manager (since June 2000) and of HarbourView Asset
Vice President and Portfolio Management Corporation (since June 2003); an officer of 6 portfolios in the
Manager since 2006 OppenheimerFunds complex. Formerly Vice President of the Manager (June 1990-June 2000).
Age: 55
----------------------------------- -----------------------------------------------------------------------------------------
----------------------------------- -----------------------------------------------------------------------------------------
Mark S. Vandehey, Senior Vice President and Chief Compliance Officer of the Manager (since March 2004);
Vice President and Chief Chief Compliance Officer of OppenheimerFunds Distributor, Inc., Centennial Asset
Compliance Officer since 2006 Management and Shareholder Services, Inc. (Since March 2004); Vice President of
Age: 56 OppenheimerFunds Distributor, Inc., Centennial Asset Management Corporation and
Shareholder Services, Inc. (June 1983-February 2004). Former Vice President and
Director of Internal Audit of the Manager (1997-February 2004). An officer of 102
portfolios in the OppenheimerFunds complex.
----------------------------------- -----------------------------------------------------------------------------------------
----------------------------------- -----------------------------------------------------------------------------------------
Brian W. Wixted, Senior Vice President and Treasurer of the Manager (since March 1999); Treasurer of the
Treasurer and Principal Financial following: HarbourView Asset Management Corporation, Shareholder Financial Services,
& Accounting Officer since 2006 Inc., Shareholder Services, Inc., Oppenheimer Real Asset Management Corporation, and
Age: 47 Oppenheimer Partnership Holdings, Inc. (since March 1999), OFI Private Investments,
Inc. (since March 2000), OppenheimerFunds International Ltd. (since May 2000),
OppenheimerFunds plc (since May 2000), OFI Institutional Asset Management, Inc. (since
November 2000), and OppenheimerFunds Legacy Program (charitable trust program
established by the Manager) (since June 2003); Treasurer and Chief Financial Officer of
OFI Trust Company (trust company subsidiary of the Manager) (since May 2000); Assistant
Treasurer of the following: OAC (since March 1999),Centennial Asset Management
Corporation (March 1999-October 2003) and OppenheimerFunds Legacy Program (April
2000-June 2003); Principal and Chief Operating Officer of Bankers Trust Company-Mutual
Fund Services Division (March 1995-March 1999). An officer of 102 portfolios in the
OppenheimerFunds complex.
----------------------------------- -----------------------------------------------------------------------------------------
----------------------------------- -----------------------------------------------------------------------------------------
Brian Petersen, Vice President of the Manager (since February 2007); Assistant Vice President of the
Assistant Treasurer since 2006 Manager (August 2002-February 2007); Manager/Financial Product Accounting of the
Age: 36 Manager (November 1998-July 2002). An officer of 102 portfolios in the OppenheimerFunds
complex.
----------------------------------- -----------------------------------------------------------------------------------------
----------------------------------- -----------------------------------------------------------------------------------------
Brian C. Szilagyi, Assistant Vice President of the Manager (since July 2004); Director of Financial
Assistant Treasurer since 2006 Reporting and Compliance of First Data Corporation (April 2003-July 2004); Manager of
Age: 37 Compliance of Berger Financial Group LLC (May 2001-March 2003); Director of Mutual Fund
Operations at American Data Services, Inc. (September 2000-May 2001). An officer of 102
portfolios in the OppenheimerFunds complex.
----------------------------------- -----------------------------------------------------------------------------------------
----------------------------------- -----------------------------------------------------------------------------------------
Robert G. Zack, Executive Vice President (since January 2004) and General Counsel (since March 2002) of
Secretary since 2006 the Manager; General Counsel and Director of the Distributor (since December 2001);
Age: 59 General Counsel of Centennial Asset Management Corporation (since December 2001);
Senior Vice President and General Counsel of HarbourView Asset Management Corporation
(since December 2001); Secretary and General Counsel of OAC (since November 2001);
Assistant Secretary (since September 1997) and Director (since November 2001) of
OppenheimerFunds International Ltd. and OppenheimerFunds plc; Vice President and
Director of Oppenheimer Partnership Holdings, Inc. (since December 2002); Director of
Oppenheimer Real Asset Management, Inc. (since November 2001); Senior Vice President,
General Counsel and Director of Shareholder Financial Services, Inc. and Shareholder
Services, Inc. (since December 2001); Senior Vice President, General Counsel and
Director of OFI Private Investments, Inc. and OFI Trust Company (since November 2001);
Vice President of OppenheimerFunds Legacy Program (since June 2003); Senior Vice
President and General Counsel of OFI Institutional Asset Management, Inc. (since
November 2001); Director of OppenheimerFunds (Asia) Limited (since December 2003);
Senior Vice President (May 1985-December 2003), Acting General Counsel (November
2001-February 2002) and Associate General Counsel (May 1981-October 2001) of the
Manager; Assistant Secretary of the following: Shareholder Services, Inc. (May
1985-November 2001), Shareholder Financial Services, Inc. (November 1989-November
2001), and OppenheimerFunds International Ltd. (September 1997-November 2001). An
officer of 102 portfolios in the OppenheimerFunds complex.
----------------------------------- -----------------------------------------------------------------------------------------
----------------------------------- -----------------------------------------------------------------------------------------
Kathleen T. Ives, Vice President (since June 1998) and Senior Counsel and Assistant Secretary (since
Assistant Secretary since 2006 October 2003) of the Manager; Vice President (since 1999) and Assistant Secretary
Age: 41 (since October 2003) of the Distributor; Assistant Secretary of Centennial Asset
Management Corporation (since October 2003); Vice President and Assistant Secretary of
Shareholder Services, Inc. (since 1999); Assistant Secretary of OppenheimerFunds Legacy
Program and Shareholder Financial Services, Inc. (since December 2001); Assistant
Counsel of the Manager (August 1994-October 2003). An officer of 102 portfolios in the
OppenheimerFunds complex.
----------------------------------- -----------------------------------------------------------------------------------------
----------------------------------- -----------------------------------------------------------------------------------------
Lisa I. Bloomberg, Vice President and Associate Counsel of the Manager (since May 2004); First Vice
Assistant Secretary since 2006 President (April 2001-April 2004), Associate General Counsel (December 2000-April
Age: 39 2004), Corporate Vice President (May 1999-April 2001) and Assistant General Counsel
(May 1999-December 2000) of UBS Financial Services Inc. (formerly, PaineWebber
Incorporated). An officer of 102 portfolios in the OppenheimerFunds complex.
----------------------------------- -----------------------------------------------------------------------------------------
----------------------------------- -----------------------------------------------------------------------------------------
Phillip S. Gillespie, Senior Vice President and Deputy General Counsel of the Manager (since September 2004);
Assistant Secretary since 2006 First Vice President (2001-September 2004), Director (2000-September 2004) and Vice
Age: 43 President (1998-2000) of Merrill Lynch Investment Management. An officer of 102
portfolios in the OppenheimerFunds complex.
----------------------------------- -----------------------------------------------------------------------------------------

Remuneration of the Officers and Trustees. The officers and the interested Trustee of the Fund, who are
affiliated with the Manager, receive no salary or fee from the Fund. The Independent Trustees' compensation from
the Fund, shown below, is for serving as a Trustee and member of a committee (if applicable), with respect to the
Fund's fiscal year ended May 31, 2007. The total compensation from the Fund and fund complex represents
compensation, including accrued retirement benefits, for serving as a Trustee and member of a committee (if
applicable) of the Boards of the Fund and other funds in the OppenheimerFunds complex during the calendar year
ended December 31, 2006.

--------------------------------- -------------------- --------------------- ---------------------- --------------------------
Name and Other Fund Position(s) Aggregate Estimated Annual Total Compensation From
Retirement Benefits
Compensation From Accrued as Part of Benefits Upon
(as applicable) the Fund(1) Fund Expenses Retirement(2) the Fund and Fund Complex
--------------------------------- -------------------- --------------------- ---------------------- --------------------------
--------------------------------- ------------------------------------------ ---------------------- --------------------------
Fiscal period from Year ended December 31,
inception to May 31, 2007 2006
--------------------------------- ------------------------------------------ ---------------------- --------------------------
--------------------------------- -------------------- --------------------- ---------------------- --------------------------
Brian F. Wruble(3) $4,538 (4) $4,615 $81,942(5) ((6)) $241,260 ((7))
Chairman of the Board
--------------------------------- -------------------- --------------------- ---------------------- --------------------------
--------------------------------- -------------------- --------------------- ---------------------- --------------------------
David K. Downes $0 N/A $45,913((8)) $146,668((9))
Audit Committee Chairman and
Regulatory & Oversight
Committee Member
--------------------------------- -------------------- --------------------- ---------------------- --------------------------
--------------------------------- -------------------- --------------------- ---------------------- --------------------------
Matthew P. Fink
Governance Committee Member and
Regulatory & Oversight $3,388 $5,055 $56,034((10)) $113,472
Committee Member
--------------------------------- -------------------- --------------------- ---------------------- --------------------------
--------------------------------- -------------------- --------------------- ---------------------- --------------------------
Robert G. Galli $4,258 $7,718 $574,819((10)) ((11)) $264,812 (1(2))
Regulatory & Oversight
Committee Chairman & Governance
Committee Member
--------------------------------- -------------------- --------------------- ---------------------- --------------------------
--------------------------------- -------------------- --------------------- ---------------------- --------------------------
Phillip A. Griffiths $4,301(1(3)) $19,027 $327,278((6)) $150,760
Governance Committee Chairman
and Regulatory & Oversight
Committee Member
--------------------------------- -------------------- --------------------- ---------------------- --------------------------
--------------------------------- -------------------- --------------------- ---------------------- --------------------------
Mary F. Miller
Audit Committee Member and $3,388(1(4)) $3,153 $66,814((6)) $106,792
Governance Committee Member
--------------------------------- -------------------- --------------------- ---------------------- --------------------------
--------------------------------- -------------------- --------------------- ---------------------- --------------------------
Joel W. Motley $3,630((1)(5)) $7,105 $97,539((6)) $150,760
Audit Committee Member and
Regulatory & Oversight
Committee Member
--------------------------------- -------------------- --------------------- ---------------------- --------------------------
--------------------------------- -------------------- --------------------- ---------------------- --------------------------
Kenneth A. Randall(1(6)) $3,388 $37,735 $67,138(1(7)) $134,080
--------------------------------- -------------------- --------------------- ---------------------- --------------------------
--------------------------------- -------------------- --------------------- ---------------------- --------------------------
Russell S. Reynolds, Jr. $3,388 $15,337 $59,739(1(7)) $110,120
Audit Committee Chairman and
Governance Committee Member
--------------------------------- -------------------- --------------------- ---------------------- --------------------------
--------------------------------- -------------------- --------------------- ---------------------- --------------------------
Joseph M. Wikler
Audit Committee Member and
Regulatory & Oversight $3,388(1(8)) $16,077 $159,825((6)) $99,080
Committee Member
--------------------------------- -------------------- --------------------- ---------------------- --------------------------
--------------------------------- -------------------- --------------------- ---------------------- --------------------------
Peter I. Wold
Audit Committee Member and $3,388((1)(9)) $12,162 $108,941((6)) $99,080
Governance Committee Member
--------------------------------- -------------------- --------------------- ---------------------- --------------------------
--------------------------------- -------------------- --------------------- ---------------------- --------------------------
Clayton K. Yeutter((20)) $0 $47,379 $117,498((21)) $61,936
--------------------------------- -------------------- --------------------- ---------------------- --------------------------
1. "Aggregate Compensation From the Fund" includes fees and deferred compensation, if any.
2. "Estimated Annual Benefits Upon Retirement" is based on a straight life payment election with the
assumption that Trustee will retire at the age of 75 and is eligible (after 7 years of service) to receive
retirement plan benefits with respect to certain Board I Funds. Although the Trustees of the Fund and other
Board I Funds are no longer accruing benefits, plan participants will receive previously accrued benefits as
described below under "Retirement Plan for Trustees." Plan participants have each elected a distribution
method with respect to their benefits under the Plan.
3. Mr. Wruble became Chairman of the Board I Funds on January 1, 2007.
4. Includes $4,538 deferred by Mr. Wruble under the "Compensation Deferral Plan" described below
5. Includes $45,544 estimated benefits to be paid to Mr. Wruble for serving as a director or trustee of 10
other Oppenheimer funds that are not Board I Funds.
6. Received a lump-sum roll-over to the Compensation Deferral Plan in Lieu of Retirement Plan benefits as
of December 31, 2006.
7. Includes $135,500 paid to Mr. Wruble for serving as a director or trustee of 10 other Oppenheimer funds
(at December 31, 2006) that are not Board I Funds.
8. Estimated benefits to be paid to Mr. Downes for serving as a director or trustee of 10 other Oppenheimer
Funds that are not Board I Funds.
9. Compensation paid to Mr. Downes for serving as a director or trustee of 10 other Oppenheimer Funds that
are not Board I Funds.
10. Elected to receive a lump-sum payout in lieu of Retirement Plan benefits as of December 31, 2006.
11. Includes $49,811 estimated benefits to be paid to Mr. Galli for serving as a director or trustee of 10
other Oppenheimer funds that are not Board I Funds.
12. Includes $135,500 paid to Mr. Galli for serving as a director or trustee of 10 other Oppenheimer funds
(at December 31, 2006) that are not Board I Funds.
13. Includes $4,301 deferred by Mr. Griffiths under the "Compensation Deferral Plan" described below.
14. Includes $1,694 deferred by Ms. Miller under the "Compensation Deferral Plan" described below
15. Includes $545 deferred by Mr. Motley under the "Compensation Deferral Plan" described below.
16. Mr. Randall retired from the Board I Funds effective June 30, 2007.
17. Mr. Randall and Mr. Reynolds have elected to receive Joint Survival Annuity benefits payments based on
the value of their Retirement Plan benefits as of December 31, 2006.
18. Includes $1,694 deferred by Mr. Wikler under the "Compensation Deferral Plan" described below.
19. Includes $686 paid to Mr. Wold for under the "Compensation Deferral Plan" described below.
20. Mr. Yeutter retired as Chairman of the Board of Trustees of the Board I Funds effective December 31,
2006.
21. Mr. Yeutter elected to receive a single life annuity based on his benefits as of December 31, 2006.

|X| Retirement Plan for Trustees. The Board I Funds has adopted a retirement plan that provides for payments
to retired Independent Trustees. Payments are up to 80% of the average compensation paid during a Trustee's five
years of service in which the highest compensation was received. A Trustee must serve as director or trustee for
any of the Board I Funds for at least seven years to be eligible for retirement plan benefits and must serve for
at least 15 years to be eligible for the maximum benefit. The Board has frozen the retirement plan with respect
to new accruals as of December 31, 2006 (the "Freeze Date"). Each Trustee continuing to serve on the Board of
any of the Board I Funds after the Freeze Date (each such Trustee a "Continuing Board Member") may elect to have
his accrued benefit as of that date (i.e., an amount equivalent to the actuarial present value of his benefit
under the retirement plan as of the Freeze Date) (i) paid at once or over time, (ii) rolled into the
Compensation Deferral Plan described below, or (iii) in the case of Continuing Board Members having at least 7
years of service as of the Freeze Date paid in the form of an annual benefit or joint and survivor annual
benefit. The Board determined to freeze the retirement plan after considering a recent trend among corporate
boards of directors to forego retirement plan payments in favor of current compensation.

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

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

|X| Major Shareholders. As of September 4, 2007, the only persons or entities who owned of record
or were known by the Fund to own beneficially 5% or more of any class of the Fund's outstanding shares were:

Oppenheimer International Bond Fund, Attn: FPA Trade Settle (2-FA), 6803 South Tucson Way, Centennial, CO
80112-3924, which owned 1,112,681,877.44 Class E Shares (representing 19.43% of the Fund's Class E shares then
outstanding).

Oppenheimer Strategic Bond Fund/VA, Attn: FPA Trade Settle (2-FA), 6803 South Tucson Way, Centennial, CO
80112-3924, which owned 655,154,555.34 Class E Shares (representing 11.44% of the Fund's Class E shares then
outstanding).

Oppenheimer Developing Markets Fund, Attn: FPA Trade Settle (2-FA), 6803 South Tucson Way, Centennial, CO
80112-3924, which owned 644,857,116.18 Class E Shares (representing 11.26% of the Fund's Class E shares then
outstanding).

Oppenheimer Developing Markets Fund, Attn: FPA Trade Settle (2-FA), 6803 South Tucson Way, Centennial, CO
80112-3924, which owned 556,121,058.10 Class E Shares (representing 9.71% of the Fund's Class E shares then
outstanding).

Oppenheimer Quest Opportunity Value Fund, Attn: FPA Trade Settle (2-FA), 6803 South Tucson Way, Centennial, CO
80112-3924, which owned 406,846,217.17 Class E Shares (representing 7.11% of the Fund's Class E shares then
outstanding).

Oppenheimer Champion Income Fund, Attn: FPA Trade Settle (2-FA), 6803 South Tucson Way, Centennial, CO
80112-3924, which owned 368,524,470.09 Class E Shares (representing 6.44% of the Fund's Class E shares then
outstanding).

Brightstart College Savings Plan, Attn: Amy Sullivan, c/o OppenheimerFunds, P.O. Box 5270, Denver, CO 80217-5270,
which owned 21,184,832.39 Class L Shares (representing 48.02% of the Fund's Class L shares then outstanding).

Brightstart College Savings Plan, Attn: Amy Sullivan, c/o OppenheimerFunds, P.O. Box 5270, Denver, CO 80217-5270,
which owned 16,980,479.97 Class L Shares (representing 38.49% of the Fund's Class L shares then outstanding).

Jupiter & Co., c/o State Street Bank & Trust, 200 Clarendon Street FCG 124, Boston, MA 02116, which owned
3,206,635.52 Class L Shares (representing 7.27% of the Fund's Class L shares then outstanding).

OppenheimerFunds, Inc., P Share Seed Acct, c/o Kristie Feinberg, Bldg 2, 6803 South Tucson Way, Centennial, CO
80112-3924, which owned 10,152.92 Class P Shares (representing 100.00% of the Fund's Class P shares then
outstanding.

|X| Control Persons. The Oppenheimer funds, the Manager and their affiliates may invest in shares
of the Fund. The Oppenheimer funds, the Manager and their affiliates will invest in Class E shares of the Fund
and will hold 100% of the shares of that Class. Those investments by the Oppenheimer funds may, from time to
time, represent more than 25% of the outstanding voting securities of the Fund. A withdrawal of the investment of
an Oppenheimer fund, the Manager or their affiliates could adversely affect the expense ratio for Class E shares
and/or lead to an increase in the Fund's portfolio turnover. In the event that any matter is submitted to a vote
of the Fund's shareholders, each of the Oppenheimer funds, the Manager and their affiliates have undertaken to
vote their securities in the same proportion as the shares of other Fund shareholders, except on matters
pertaining only to Class E shares. To the extent there is a vote specific to only Class E shareholders, the
Oppenheimer funds, the Manager and their affiliates will vote in the best interests of the shareholders of that
class. The Oppenheimer funds are each organized in either the state of Maryland or the Commonwealth of
Massachusetts and the Manager is organized in the state of Colorado.

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

|X| Code of Ethics. The 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 Fund does not have a Code of Ethics since it is a money market fund.

|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 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 expenses not expressly assumed by the Manager under the investment advisory agreement are paid
by the Fund. The investment advisory agreement lists examples of expenses paid by the Fund. The major categories
relate to interest, taxes, brokerage commissions, fees to certain Independent Trustees, legal and audit expenses,
custodian and transfer agent expenses, share issuance costs, certain printing and registration costs and
non-recurring expenses, including litigation costs. The management fees paid by the Fund to the Manager are
calculated at the rates described in the Prospectus, which applied to the assets of the Fund as a whole. The
fees are allocated to each class of shares based on the relative proportion of the Fund's net assets represented
by that class. The management fee paid by the Fund to the Manager for its fiscal period ended May 31, 2007, is
listed below.

------------------------------------------ ---------------------------------------------------------------------
Fiscal Period ended 5/31: Management Fee Paid to OppenheimerFunds, Inc.
------------------------------------------ ---------------------------------------------------------------------
------------------------------------------ ---------------------------------------------------------------------
2007 $2,381,526
------------------------------------------ ---------------------------------------------------------------------

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 obligation and duties under the
investment advisory agreement the Manager is not liable for any loss the Fund sustains in connection with matters
to which the agreement relates.

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

Portfolio Manager. The Fund's portfolio is managed by Carol E. Wolf (the "Portfolio Manager"). She is the person
who is responsible for the day-to-day management of the Fund's investments.

|X| Other Accounts Managed. In addition to managing the Fund's investment portfolio, Ms. Wolf also
manages other investment portfolios and other accounts on behalf of the Manager or its affiliates. The following
table provides information regarding the other portfolios and accounts managed by Ms. Wolf as of May 31, 2007. No
account has a performance-based advisory fee:

Portfolio Manager Total Assets Total Assets in Total Assets
Registered in Registered Other Pooled
Investment Investment Investment Other Pooled Other in Other
Companies Companies Vehicles Investment Accounts Accounts
Managed Managed(1) Managed Vehicles Managed Managed Managed(2)
---------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------
5 None None
Carol E. Wolf $26,134 None None

1. In millions.
2. Does not include personal accounts of portfolio managers and their families, which are subject to
the Code of Ethics.

As indicated above, the Portfolio Manager also manages other funds and accounts. Potentially, at times,
those responsibilities could conflict with the interests of the Fund. That may occur whether the investment
strategies of the other fund or account are the same as, or different from, the Fund's investment objectives and
strategies. For example, the Portfolio Manager may need to allocate investment opportunities between the Fund
and another fund or account having similar objectives or strategies, or she may need to execute transactions for
another fund or account that could have a negative impact on the value of securities held by the Fund. Not all
funds and accounts advised by the Manager have the same management fee. If the management fee structure of
another fund or account is more advantageous to the Manager than the fee structure of the Fund, the Manager could
have an incentive to favor the other fund or account. However, the Manager's compliance procedures and Code of
Ethics recognize the Manager's fiduciary obligations to treat all of its clients, including the Fund, fairly and
equitably, and are designed to preclude the Portfolio Manager from favoring one client over another. It is
possible, of course, that those compliance procedures and the Code of Ethics may not always be adequate to do
so. At different times, the Fund's Portfolio Manager may manage other funds or accounts with investment
objectives and strategies that are similar to those of the Fund, or may manage funds or accounts with investment
objectives and strategies that are different from those of the Fund.

Compensation of the Portfolio Manager. The Fund's Portfolio Manager is employed and compensated by the
Manager, not the Fund. Under the Manager's compensation program for its portfolio managers and portfolio
analysts, their compensation is based primarily on the investment performance results of the funds and accounts
they manage, rather than on the financial success of the Manager. This is intended to align the portfolio
managers' and analysts' interests with the success of the funds and accounts and their shareholders. The Manager's
compensation structure is designed to attract and retain highly qualified investment management professionals and
to reward individual and team contributions toward creating shareholder value. As of May 31, 2007, the Portfolio
Manager's compensation consisted of three elements: a base salary, an annual discretionary bonus and eligibility
to participate in long-term awards of options and appreciation rights in regard to the common stock of the
Manager's holding company parent. Senior portfolio managers may also be eligible to participate in the Manager's
deferred compensation plan.

The base pay component of each portfolio manager is reviewed regularly to ensure that it reflects the
performance of the individual, is commensurate with the requirements of the particular portfolio, reflects any
specific competence or specialty of the individual manager, and is competitive with other comparable positions.
The annual discretionary bonus is determined by senior management of the Manager and is based on a number of
factors, including a fund's pre-tax performance for periods of up to five years, measured against an appropriate
benchmark selected by management. The benchmark with respect to the Fund is iMoneyNet First Tier Institutional
Money Market Funds. Other factors considered include management quality (such as style consistency, risk
management, sector coverage, team leadership and coaching) and organizational development. The Portfolio
Manager's compensation is not based on the total value of the Fund's portfolio assets, although the Fund's
investment performance may increase those assets. The compensation structure is also intended to be internally
equitable and serve to reduce potential conflicts of interest between the Fund and other funds and accounts
managed by the Portfolio Manager. The compensation structure of the other funds and accounts managed by the
Portfolio Manager is the same as the compensation structure of the Fund, described above.

Ownership of Fund Shares. As of May 31, 2007, the Portfolio Manager did not beneficially own
any shares of the Fund.

Service Plan

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

Service Plan. The Fund has adopted a Service Plan for Class P shares under Rule 12b-1 of the Investment Company
Act. Under that plan the Fund pays the Distributor for all or a portion of its costs incurred in connection with
the servicing of the shares of Class P. The plan has been approved by a vote of the Board of Trustees, including
a majority of the Independent Trustees(1), cast in person at a meeting called for the purpose of voting on that
plan.

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

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

The Board of Trustees and the Independent Trustees must approve all material amendments to the 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.

While the plan is 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.

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

Under the plan for Class P, no payment will be made to any recipient in any period in which the
aggregate net asset value of all Fund shares of that class held by the recipient for itself and its customers
does not exceed a minimum amount, if any, that may be set from time to time by a majority of the Independent
Trustees.

|X| Class P Service Plan Fees. Under the Class P service plan, the Distributor 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 P 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 P service plan permits reimbursements to the Distributor at
a rate of up to 0.25 % of average annual net assets of Class P shares. The Board has set the rate at that level.
The Distributor does not receive or retain the service fee on Class P shares in accounts for which the
Distributor has been listed as the broker-dealer of record. 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 recipients at an annual rate not to exceed 0.25 % of the average annual net assets
consisting of Class P shares held in the accounts of the recipients or their customers.
For the fiscal year ended May 31, 2007, no payments were made under the Class P Plan. Any unreimbursed
expenses the Distributor incurs with respect to Class P shares in any fiscal year cannot be recovered in
subsequent years. The Distributor may not use payments received under the Class P plan to pay any of its interest
expenses, carrying charges, or other financial costs, or allocation of overhead. All payments under the Class P
plan are subject to the limitation imposed by the Conduct Rules of the FINRA on payments of asset based sales
charges and service fees.

|X| Portfolio Transactions. Portfolio decisions are based upon recommendations and judgment of the
Manager subject to the overall authority of the Board of Trustees. Most purchases made by the Fund are principal
transactions at net prices, so the Fund incurs little or no brokerage costs. The Fund deals directly with the
selling or purchasing principal or market maker without incurring charges for the services of a broker on its
behalf unless the Manager determines that a better price or execution may 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, and purchases from dealers include a spread between the bid and asked prices.

The Fund seeks to obtain prompt execution of orders at the most favorable net price. If broker/dealers
are used for portfolio transactions, transactions may be directed to brokers for their execution and 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. Investment research received for the commissions of those other
accounts may be useful both to the Fund and one or more of such other accounts. Investment research services may
be supplied to the Manager by a third party at the instance of a broker through which trades are placed. It may
include information and analyses on particular companies and industries as well as market or economic trends and
portfolio strategy, receipt of market quotations for portfolio evaluations, analytical software 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 research services provided by brokers broaden the scope and supplement the research activities of
the Manager. That research provides additional views and comparisons for consideration, and helps the Manager
obtain market information for the valuation of securities held in the Fund's portfolio or being considered for
purchase.

The Fund's policy of investing in short-term debt securities with maturity of less than one year results
in high portfolio turnover and may increase the Fund's transaction costs. However, since brokerage commissions,
if any, are small, high turnover does not have an appreciable adverse effect upon the income of the Fund. There
were no commissions paid during the fiscal year ended May 31, 2007.

Payments to Fund Intermediaries

Financial intermediaries may receive various forms of compensation or reimbursement from the Fund in the
form of 12b-1 plan payments as described in the preceding section of this SAI. They may also receive payments or
concessions from the Distributor, derived from sales charges paid by the clients of the financial intermediary,
also as described in this SAI. Additionally, the Manager and/or the Distributor (including their affiliates) may
make payments to financial intermediaries in connection with their offering and selling shares of the Fund and
other Oppenheimer funds, providing marketing or promotional support, transaction processing and/or administrative
services. Among the financial intermediaries that may receive these payments are brokers and dealers who sell
and/or hold shares of the Fund, banks (including bank trust departments), registered investment advisers,
insurance companies, retirement plan and qualified tuition program administrators, third party administrators,
and other institutions that have selling, servicing or similar arrangements with the Manager or Distributor. The
payments to intermediaries vary by the types of product sold, the features of the Fund share class and the role
played by the intermediary.

Possible types of payments to financial intermediaries include, without limitation, those discussed
below.

o Payments made by the Fund, or by an investor buying or selling shares of the Fund may include:

o ongoing asset-based payments attributable to the share class selected, including fees payable under the
Fund's distribution and/or service plans adopted under Rule 12b-1 under the Investment
Company Act, which are paid from the Fund's assets and allocated to the class of
shares to which the plan relates (see "About the Fund -- Service Plans" above);
o shareholder servicing payments for providing omnibus accounting, recordkeeping, networking, sub-transfer
agency or other administrative or shareholder services, including retirement plan and
529 plan administrative services fees, which are paid from the assets of a Fund as
reimbursement to the Manager or Distributor for expenses they incur on behalf of the
Fund;

o Payments made by the Manager or Distributor out of their respective resources and assets, which may
include profits the Manager derives from investment advisory fees paid by the Fund. These
payments are made at the discretion of the Manager and/or the Distributor. These payments,
often referred to as "revenue sharing" payments, may be in addition to the payments by the Fund
listed above.

o These types of payments may reflect compensation for marketing support, support provided in offering the
Fund or other Oppenheimer funds through certain trading platforms and programs,
transaction processing or other services;
o The Manager and Distributor each may also pay other compensation to the extent the payment is not
prohibited by law or by any self-regulatory agency, such as FINRA. Payments are made
based on the guidelines established by the Manager and Distributor, subject to
applicable law.

These payments may provide an incentive to financial intermediaries to actively market or promote the
sale of shares of the Fund or other Oppenheimer funds, or to support the marketing or promotional efforts of the
Distributor in offering shares of the Fund or other Oppenheimer funds. In addition, some types of payments may
provide a financial intermediary with an incentive to recommend the Fund or a particular share class. Financial
intermediaries may earn profits on these payments, since the amount of the payment may exceed the cost of
providing the service. Certain of these payments are subject to limitations under applicable law. Financial
intermediaries may categorize and disclose these arrangements to their clients and to members of the public in a
manner different from the disclosures in the Fund's Prospectus and this SAI. You should ask your financial
intermediary for information about any payments it receives from the Fund, the Manager or the Distributor and any
services it provides, as well as the fees and commissions it charges.

Although brokers or dealers that sell Fund shares may also act as a broker or dealer in connection with
the execution of the purchase or sale of portfolio securities by the Fund or other Oppenheimer funds, a financial
intermediary's sales of shares of the Fund or such other Oppenheimer funds is not a consideration for the Manager
when choosing brokers or dealers to effect portfolio transactions for the Fund or such other Oppenheimer funds.

Revenue sharing payments can pay for distribution-related or asset retention items including, without
limitation,

o transactional support, one-time charges for setting up access for the Fund or other Oppenheimer funds on
particular trading systems, and paying the intermediary's networking fees;
o program support, such as expenses related to including the Oppenheimer funds in retirement plans,
college savings plans, fee-based advisory or wrap fee programs, fund "supermarkets", bank or trust
company products or insurance companies' variable annuity or variable life insurance products;
o placement on the dealer's list of offered funds and providing representatives of the Distributor with
access to a financial intermediary's sales meetings, sales representatives and management
representatives.

Additionally, the Manager or Distributor may make payments for firm support, such as business planning
assistance, advertising, and educating a financial intermediary's sales personnel about the Oppenheimer funds and
shareholder financial planning needs.

For the year ended December 31, 2006, the following financial intermediaries that are broker-dealers
offering shares of the Oppenheimer funds, and/or their respective affiliates, received revenue sharing or similar
distribution-related payments from the Manager or Distributor for marketing or program support:

1st Global Capital Co. Advantage Capital Corporation / FSC
Aegon Aetna Life Ins & Annuity Co.
AG Edwards AIG Financial Advisors
AIG Life Allianz Life Insurance Company
Allstate Life American Enterprise Life Insurance
American General Annuity American Portfolios
Ameriprise Ameritas
Annuity Investors Life Associated Securities
AXA Advisors AXA Equitable Life Insurance
Banc One Securities Corporation BNY Investment Center
Cadaret Grant & Co, Inc. Chase Investment Services
Citicorp Investment Services, Inc. Citigroup Global Markets Inc (SSB)
CitiStreet Citizen's Bank of Rhode Island
Columbus Life Commonwealth Financial Network
CUNA Brokerage Services, Inc. CUSO Financial Services, L.P.
Edward D Jones & Co. Federal Kemper
Financial Network (ING) GE Financial Assurance
GE Life & Annuity Genworth Financial
GlenBrook Life and Annuity Co. Great West Life
Hartford Life Insurance Co. HD Vest Investment Services
Hewitt Associates IFMG Securities, Inc.
ING Financial Advisers ING Financial Partners
Jefferson Pilot Securities Co. Kemper Investors Life Insurance Co.
Legend Equities Co. Legg Mason Wood Walker
Lincoln Benefit National Life Lincoln Financial
Lincoln Investment Planning, Inc. Linsco Private Ledger Financial
Mass Mutual McDonald Investments, Inc.
Merrill Lynch Minnesota Life
Mony Life Morgan Stanley Dean Witter
Multifinancial (ING) Mutual Service Co.
National Planning Co. Nationwide
NFP Park Avenue Securities LLC
PFS Investments, Inc. Phoenix Life Insurance Co.
Plan Member Securities Prime Capital Services, Inc.
Primevest Financial Services, Inc. Protective Life Insurance Co.
Provident Mutual Life & Annuity Prudential
Raymond James & Associates, Inc. RBC Daine Rauscher
Royal Alliance Securities America, Inc.
Security Benefit Security First-Metlife
Signator Investments Sun Life Insurance Co.
Sun Trust Securities, Inc. Thrivent Financial
Travelers Life & Annuity Co. UBS Financial Services, Inc.
Union Central United Planners
Wachovia Walnut Street Securities (Met Life)
Waterstone Financial Group Wells Fargo

For the year ended December 31, 2006, the following firms, which in some cases are broker-dealers,
received payments from the Manager or Distributor for administrative or other services provided (other than
revenue sharing arrangements), as described above:

1st Global Capital Co. A G Edwards
ACS HR Solutions ADP
AETNA Life Ins & Annuity Co. Alliance Benefit Group
American Enterprise Investments American Express Retirement Service
American Funds (Fascorp) American United Life Insurance Co.
Ameriprise Ameritrade, Inc.
AMG Administrative Management Group AST (American Stock & Transfer)
AXA Advisors Baden Retirement
BCG - New BCG (Programs for Benefit Plans)
Bear Stearns Securities Co. Benefit Administration, Inc.(WA)
Benefit Administration, Inc.(WIS) Benefit Plans Administration
Benetech, Inc. Bisys
Boston Financial Data Services Ceridian
Charles Schwab & Co, Inc. Citigroup Global Markets Inc (SSB)
CitiStreet City National Investments
Clark Consulting CPI
DA Davidson & Co. Daily Access. Com, Inc.
Davenport & Co, LLC David Lerner Associates
Digital Retirement Solutions DR, Inc.
Dyatech E*Trade Clearing LLC
Edgewood Edward D Jones & Co.
Equitable Life / AXA ERISA Administrative Svcs, Inc
ExpertPlan.com FAS Co. (FASCore/RK Pro)
FBD Consulting Ferris Baker Watts, Inc.
Fidelity First Clearing LLC
First Southwest Co. First Trust - Datalynx
First Trust Corp Franklin Templeton
Geller Group Great West Life
H&R Block Financial Advisors, Inc. Hartford Life Insurance Co.
HD Vest Investment Services Hewitt Associates
HSBC Brokerage USA, Inc. ICMA - RC Services
Independent Plan Coordinators Ingham Group
Interactive Retirement Systems Invesmart
Janney Montgomery Scott, Inc. JJB Hillard W L Lyons, Inc.
John Hancock JP Morgan
July Business Services Kaufman & Goble
Legend Equities Co. Legg Mason Wood Walker
Lehman Brothers, Inc. Liberty-Columbia 529 Program
Lincoln Investment Planning, Inc. Lincoln National Life Insurance Co.
Linsco Private Ledger Financial MassMutual
Matrix Settlement & Clearance Services McDonald Investments, Inc.
Mercer HR Services Merrill Lynch
Mesirow Financial, Inc. MetLife
MFS Investment Management Mid Atlantic Capital Co.
Milliman USA Morgan Keegan & Co, Inc.
Morgan Stanley Dean Witter Nathan & Lewis Securities, Inc.
National City Bank National Deferred Comp
National Financial National Investor Services Co.
Nationwide Newport Retirement Services
Northwest Plan Services NY Life Benefits
Oppenheimer & Co, Inc. Peoples Securities, Inc.
Pershing PFPC
Piper Jaffray & Co. Plan Administrators
Plan Member Securities Primevest Financial Services, Inc.
Principal Life Insurance Prudential
PSMI Group Quads Trust Company
Raymond James & Associates, Inc. Reliastar
Robert W Baird & Co. RSM McGladrey
Scott & Stringfellow, Inc. Scottrade, Inc.
Southwest Securities, Inc. Standard Insurance Co
Stanley, Hunt, Dupree & Rhine Stanton Group, Inc.
Sterne Agee & Leach, Inc. Stifel Nicolaus & Co, Inc.
Sun Trust Securities, Inc. Symetra
T Rowe Price The 401k Company
The Princeton Retirement Group Inc. The Retirement Plan Company, LLC
TruSource TruSource Union Bank of CA
UBS Financial Services, Inc. Unified Fund Services (UFS)
US Clearing Co. USAA Investment Management Co.
USI Consulting Group Valic
Vanguard Group Wachovia
Web401K.com Wedbush Morgan Securities
Wells Fargo Wilmington Trust

Performance of the Fund

Explanation of Performance Terminology. The Fund uses a variety of terms to illustrate its performance. These
terms include "yield," "compounded effective yield" and "average annual total return." An explanation of how
yields and total returns are calculated is set forth below. The charts below show the Fund's performance as of
the Fund's most recent fiscal year end. You can obtain current performance information by calling the Fund's
Transfer Agent at 1.800.645.2028.

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

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

o Yields and 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 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 yield is not fixed or guaranteed and will fluctuate.
o? Yields and total returns for any given past period represent historical performance information and are
not, and should not be considered, a prediction of future yields or returns.

|X| Yields. The Fund's current yield is calculated for a seven-day period of time as follows. First, a base
period return is calculated for the seven-day period by determining the net change in the value of a hypothetical
pre-existing account having one share at the beginning of the seven-day period. The change includes dividends
declared on the original share and dividends declared on any shares purchased with dividends on that share, but
such dividends are adjusted to exclude any realized or unrealized capital gains or losses affecting the dividends
declared. Next, the base period return is multiplied by 365/7 to obtain the current yield to the nearest
hundredth of one percent.

The compounded effective yield for a seven-day period is calculated by:
(1) adding 1 to the base period return (obtained as described above),
(2) raising the sum to a power equal to 365 divided by 7, and
(3) subtracting 1 from the result.

The yield as calculated above may vary for accounts less than approximately $100 in value due to the
effect of rounding off each daily dividend to the nearest full cent. The calculation of yield under either
procedure described above does not take into consideration any realized or unrealized gains or losses on the
Fund's portfolio securities which may affect dividends. Therefore, the return on dividends declared during a
period may not be the same on an annualized basis as the yield for that period.

|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. 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.

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

1/n
(ERV)
(---) - 1 = Average Annual Total Return
( P )

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

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

-------------------------------------------------------------------------------------------------------------------
-------------- --------------------- ----------------------- ---------------------------------------------------------
Yield Compounded Effective
(7 days ended Yield
5/31/07) (7 days ended 5/31/07) Average Annual Total Returns (at 5/31/07)*
-------------- --------------------- ----------------------- ---------------------------------------------------------
-------------- --------------------- ----------------------- ----------------- -------------------- ------------------
1-Year 5 Years 10 Years
-------------- --------------------- ----------------------- ----------------- -------------------- ------------------
-------------- --------------------- ----------------------- ----------------- -------------------- ------------------
Class E 5.29% 5.43% N/A N/A N/A
-------------- --------------------- ----------------------- ----------------- -------------------- ------------------
-------------- --------------------- ----------------------- ----------------- -------------------- ------------------
Class L 5.28% 5.42% N/A N/A N/A
-------------- --------------------- ----------------------- ----------------- -------------------- ------------------
-------------- --------------------- ----------------------- ----------------- -------------------- ------------------
Class P 5.29% 5.43% N/A N/A N/A
-------------- --------------------- ----------------------- ----------------- -------------------- ------------------
* Because the Fund recently commenced operations, prior performance information for a full calendar year is
not yet available.

|X| Other Performance Comparisons. Yield information may be useful to investors in reviewing the Fund's
performance. The Fund may make comparisons between its yield and that of other investments, by citing various
indices such as The Bank Rate Monitor National Index (provided by Bank Rate Monitor(TM)) which measures the average
rate paid on bank money market accounts, NOW accounts and certificates of deposits by the 100 largest banks and
thrifts in the top ten metropolitan areas. When comparing the Fund's yield with that of other investments,
investors should understand that certain other investment alternatives such as certificates of deposit, U.S.
government securities, money market instruments or bank accounts may provide fixed yields and may be insured or
guaranteed.

From time to time, the Fund may include in its advertisements and sales literature performance
information about the Fund cited in other newspapers and periodicals, such as The New York Times, which may
include performance quotations from other sources.

From time to time, the Fund's Manager may publish rankings or ratings of the Manager (or the Transfer
Agent) or 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 investor/shareholder services by third
parties may compare the services of the Oppenheimer funds to those of other mutual fund families selected by the
rating or ranking services. They may be based on the opinions of the rating or ranking service itself, based on
its research or judgment, or based on surveys of investors, brokers, shareholders or others.

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

How to Buy Shares

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

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

Oppenheimer Absolute Return Fund Oppenheimer MidCap Fund
Oppenheimer AMT-Free Municipals Oppenheimer New Jersey Municipal Fund
Oppenheimer AMT-Free New York Municipals Oppenheimer Pennsylvania Municipal Fund
Oppenheimer Balanced Fund Oppenheimer Portfolio Series:
Oppenheimer Baring China Fund Conservative Investor Fund
Oppenheimer Baring Japan Fund Moderate Investor Fund
Oppenheimer Baring SMA International Fund Equity Investor Fund
Oppenheimer Core Bond Fund Active Allocation Fund
Oppenheimer California Municipal Fund Oppenheimer Principal Protected Main Street Fund
Oppenheimer Capital Appreciation Fund Oppenheimer Principal Protected Main Street Fund II
Oppenheimer Capital Income Fund Oppenheimer Principal Protected Main Street Fund III
Oppenheimer Champion Income Fund Oppenheimer Quest Balanced Fund
Oppenheimer Commodity Strategy Total Return Fund Oppenheimer Quest International Value Fund, Inc.
Oppenheimer Convertible Securities Fund Oppenheimer Quest Opportunity Value Fund
Oppenheimer Developing Markets Fund Oppenheimer Rising Dividends Fund, Inc.
Oppenheimer Discovery Fund Oppenheimer Real Estate Fund
Oppenheimer Dividend Growth Fund Oppenheimer Rochester Arizona Municipal Fund
Oppenheimer Emerging Growth Fund Oppenheimer Rochester Maryland Municipal Fund
Oppenheimer Emerging Technologies Fund Oppenheimer Rochester Massachusetts Municipal Fund
Oppenheimer Enterprise Fund Oppenheimer Rochester Michigan Municipal Fund
Oppenheimer Equity Fund, Inc. Oppenheimer Rochester Minnesota Municipal Fund
Oppenheimer Equity Income Fund, Inc. Oppenheimer Rochester National Municipals
Oppenheimer Global Fund Oppenheimer Rochester North Carolina Municipal Fund
Oppenheimer Global Opportunities Fund Oppenheimer Rochester Ohio Municipal Fund
Oppenheimer Gold & Special Minerals Fund Oppenheimer Rochester Virginia Municipal Fund
Oppenheimer Growth Fund Oppenheimer Select Value Fund
Oppenheimer International Bond Fund Oppenheimer Senior Floating Rate Fund
Oppenheimer International Diversified Fund Oppenheimer Small- & Mid- Cap Value Fund
Oppenheimer International Growth Fund Oppenheimer SMA Core Bond Fund
Oppenheimer International Small Company Fund Oppenheimer SMA International Bond Fund
Oppenheimer International Value Fund Oppenheimer Strategic Income Fund
Oppenheimer Limited Term California Municipal Fund Oppenheimer U.S. Government Trust
Oppenheimer Limited-Term Government Fund Oppenheimer Value Fund
Oppenheimer Limited Term Municipal Fund Limited-Term New York Municipal Fund
Oppenheimer Main Street Fund Rochester Fund Municipals
Oppenheimer Main Street Opportunity Fund
Oppenheimer Main Street Small Cap Fund

LifeCycle Funds
Oppenheimer Transition 2010 Fund
Oppenheimer Transition 2015 Fund
Oppenheimer Transition 2020 Fund
Oppenheimer Transition 2030 Fund

And the following money market funds:
Oppenheimer Cash Reserves Centennial Government Trust
Oppenheimer Institutional Money Market Fund Centennial Money Market Trust
Oppenheimer Money Market Fund, Inc. Centennial New York Tax Exempt Trust
Centennial California Tax Exempt Trust Centennial Tax Exempt Trust

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

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 E, Class L and Class P shares and the dividends payable on Class E , Class L and Class P shares may be
reduced by incremental expenses borne solely by that class. A salesperson may be entitled to receive compensation
from his or her firm for selling Class P shares of the Fund.

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

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

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

Fund Account Fees. As stated in the Prospectus, there is no annual "Minimum Balance Fee".

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

Determination of Net Asset Value Per Share. The net asset value per share of the Fund is determined one hour
after the close of the New York Stock Exchange (the "NYSE"), on any day that the NYSE is open for trading
(referred to in this Prospectus as a "regular business day"), at the time the Fund's dividends are calculated.
The NYSE generally closes at 4:00 p.m. Eastern Time, but may close earlier on certain days. The calculation is
done by dividing the value of the Fund's net assets by the number of shares that are outstanding. All references
to time in this SAI mean "Eastern time." The NYSE's most recent annual announcement (which is subject to change)
states it will close on New Year's Day, Martin Luther King, Jr. Day, Presidents' Day, Good Friday, Memorial Day,
Independence Day, Labor Day, Thanksgiving Day and Christmas Day. It may also close on other days.

The Fund's Board of Trustees has adopted the amortized cost method to value the Fund's portfolio
securities. Under the amortized cost method, a security is valued initially at its cost and its valuation assumes
a constant amortization of any premium or accretion of any discount, regardless of the impact of fluctuating
interest rates on the market value of the security. This method does not take into consideration any unrealized
capital gains or losses on securities. While this method provides certainty in valuing securities, in certain
periods the value of a security determined by amortized cost may be higher or lower than the price the Fund would
receive if it sold the security.

The Fund's Board of Trustees has established procedures reasonably designed to stabilize the Fund's net
asset value at $1.00 per share. Those procedures include a review of the Fund's portfolio holdings by the Board
of Trustees, at intervals it deems appropriate, to determine whether the Fund's net asset value calculated by
using available market quotations deviates from $1.00 per share based on amortized cost.

The Board of Trustees will examine the extent of any deviation between the Fund's net asset value based
upon available market quotations and amortized cost. If the Fund's net asset value were to deviate from $1.00 by
more than 0.5%, Rule 2a-7 under the Investment Company Act requires the Board of Trustees to consider what
action, if any, should be taken. If they find that the extent of the deviation may cause a material dilution or
other unfair effects on shareholders, the Board of Trustees will take whatever steps it considers appropriate to
eliminate or reduce the dilution, including, among others, withholding or reducing dividends, paying dividends
from capital or capital gains, selling portfolio instruments prior to maturity to realize capital gains or losses
or to shorten the average maturity of the portfolio, or calculating net asset value per share by using available
market quotations.

During periods of declining interest rates, the daily yield on shares of the Fund may tend to be lower
(and net investment income and dividends higher) than those of a fund holding the identical investments as the
Fund but which used a method of portfolio valuation based on market prices or estimates of market prices. During
periods of rising interest rates, the daily yield of the Fund would tend to be higher and its aggregate value
lower than that of an identical portfolio using market price valuation.

How to Sell Shares

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

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

Special Arrangements for Reinvestment in Fund Shares. Shareholders may reinvest in Fund shares after their
account has been closed without meeting the minimum investment requirement that applies to initial share
purchases.

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

|X| Qualification as a Regulated Investment Company. The Fund has elected to be taxed as a regulated
investment company under Subchapter M of the Internal Revenue Code of 1986, as amended. As a regulated investment
company, the Fund is not subject to federal income tax on the portion of its net investment income (that is,
taxable interest, dividends, and other taxable ordinary income, net of expenses, and net short-term capital gain
in excess of net 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 12 months after the close of the taxable year, will be considered
distributions of income and gains for the taxable year and will therefore count toward satisfaction of the
above-mentioned requirement.

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

In addition to satisfying the requirements described above, the Fund must satisfy an asset
diversification test in order to qualify as a regulated investment company. Under that test, at the close of each
quarter of the Fund's taxable year, at least 50% of the value of the Fund's assets must consist of cash and cash
items (including receivables), U.S. government securities, securities of other regulated investment companies,
and securities of other issuers. As to each of those issuers, the Fund must not have invested more than 5% of the
value of the Fund's total assets in securities of each such issuer and the Fund must not hold more than 10% of
the outstanding voting securities of each such issuer. No more than 25% of the value of its total assets may be
invested in the securities of any one issuer (other than U.S. government securities and securities of other
regulated investment companies), or in two or more issuers which the Fund controls and which are engaged in the
same or similar trades or businesses. For purposes of this test, obligations issued or guaranteed by certain
agencies or instrumentalities of the U.S. government are treated as U.S. government securities.
|X| Excise Tax on Regulated Investment Companies. Under the Internal Revenue Code, by December 31 each
year, the Fund must distribute 98% of its taxable investment income earned from January 1 through December 31 of
that year and 98% of its capital gains realized in the period from November 1 of the prior year through October
31 of the current year. If it does not, the Fund must pay an excise tax on the amounts not distributed. It is
presently anticipated that the Fund will meet those requirements. To meet this requirement, in certain
circumstances the Fund might be required to liquidate portfolio investments to make sufficient distributions to
avoid excise tax liability. However, the Board of Trustees and the Manager might determine in a particular year
that it would be in the best interests of shareholders for the Fund not to make such distributions at the
required levels and to pay the excise tax on the undistributed amounts. That would reduce the amount of income or
capital gains available for distribution to shareholders.

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

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. Shareholders receiving a
distribution in the form of additional shares will be treated as receiving a distribution in an amount equal to
the fair market value of the shares received, determined as of the reinvestment date.

The Fund will be required in certain cases to withhold 28% of ordinary income dividends, capital gains
distributions and the proceeds of the redemption of shares, paid to any shareholder (1) who has failed to provide
a correct, taxpayer identification number or to properly certify that number when acquired, (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). Any tax withheld by the Fund is remitted by the Fund to the U.S. Treasury and
all income and any tax withheld is identified in reports mailed to shareholders in January of each year with a
copy sent to the IRS.

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

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

If the ordinary income dividends from the Fund are effectively connected with the conduct of a U.S.
trade or business, then the foreign person may claim an exemption from the U.S. tax described above provided the
Fund obtains a properly completed and signed Certificate of Foreign Status. If the foreign person fails to
provide a certification of his/her foreign status, the Fund will be required to withhold U.S. tax at a rate of
28% on ordinary income dividends, capital gains distributions and the proceeds of the redemption of shares, paid
to any foreign person. Any tax withheld by the Fund is remitted by the Fund to the U.S. Treasury and all income
and any tax withheld is identified in reports mailed to shareholders in January of each year with a copy sent to
the IRS.

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

Additional Information About the Fund

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

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

The Custodian. Citibank, N.A. is the Custodian of the Fund's assets. The Custodian's responsibilities include
safeguarding and controlling the Fund's portfolio securities and handling the delivery of such securities to and
from the Fund. It is 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 Registered Public Accounting Firm. KPMG LLP is the independent registered public accounting firm 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. Audit and non-audit
services provided by KPMG LLP to the Fund must be pre-approved by the Audit Committee.

25 | OPPENHEIMER INSTITUTIONAL MONEY MARKET FUND

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
THE BOARD OF TRUSTEES AND SHAREHOLDERS OF OPPENHEIMER INSTITUTIONAL MONEY MARKET
FUND:

We have audited the accompanying statement of assets and liabilities of
Oppenheimer Institutional Money Market Fund, including the statement of
investments, as of May 31, 2007, and the related statement of operations, the
statement of changes in net assets and the financial highlights for the period
October 3, 2006 (commencement of operations) to May 31, 2007. These financial
statements and financial highlights are the responsibility of the Fund's
management. Our responsibility is to express an opinion on these financial
statements and financial highlights based on our audit.

We conducted our audit in accordance with the standards of the Public
Company Accounting Oversight Board (United States). Those standards require that
we plan and perform the audit to obtain reasonable assurance about whether the
financial statements and financial highlights are free of material misstatement.
An audit includes examining, on a test basis, evidence supporting the amounts
and disclosures in the financial statements. Our procedures included
confirmation of securities owned as of May 31, 2007, by correspondence with the
custodian. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred
to above present fairly, in all material respects, the financial position of
Oppenheimer Institutional Money Market Fund as of May 31, 2007, the results of
its operations, the changes in its net assets and the financial highlights for
the period October 3, 2006 (commencement of operations) to May 31, 2007, in
conformity with U.S. generally accepted accounting principles.

KPMG LLP

Denver, Colorado
July 16, 2007

THE FUND'S STATEMENT OF ADDITIONAL INFORMATION CONTAINS ADDITIONAL INFORMATION
ABOUT THE FUND'S TRUSTEES AND OFFICERS AND IS AVAILABLE WITHOUT CHARGE UPON
REQUEST.

| OPPENHEIMER INSTITUTIONAL MONEY MARKET FUND

STATEMENT OF INVESTMENTS May 31, 2007
--------------------------------------------------------------------------------

PRINCIPAL VALUE
AMOUNT SEE NOTE 1
--------------------------------------------------------------------------------
CERTIFICATES OF DEPOSIT--24.7%
--------------------------------------------------------------------------------
DOMESTIC CERTIFICATES OF DEPOSIT--4.8%
Citibank NA:
5.30%, 8/2/07 $ 44,000,000 $ 44,000,000
5.30%, 8/3/07 30,000,000 30,000,000
5.30%, 8/9/07 30,000,000 30,000,000
5.305%, 8/22/07 35,000,000 35,000,000
--------------------------------------------------------------------------------
Washington Mutual Bank FA, 5.30%, 8/6/07 50,000,000 50,000,000
-----------------
189,000,000

--------------------------------------------------------------------------------
YANKEE CERTIFICATES OF DEPOSIT--19.9%
Bank of Montreal Chicago, 5.30%, 6/6/07 50,000,000 50,000,000
--------------------------------------------------------------------------------
Barclays Bank plc, New York:
5.30%, 7/5/07 50,000,000 50,000,000
5.305%, 7/12/07 50,000,000 50,000,000
5.305%, 8/2/07 45,000,000 45,000,000
--------------------------------------------------------------------------------
Calyon, New York:
5.28%, 9/13/07 1 100,000,000 99,992,434
5.327%, 8/10/07 1 69,000,000 69,003,012
--------------------------------------------------------------------------------
Canadian Imperial Bank of Commerce NY,
5.30%, 8/3/07 50,000,000 50,000,000
--------------------------------------------------------------------------------
Governor &amp; Co. of the Bank of Ireland,
Stamford
CT, 5.30%, 8/10/07 45,000,000 45,000,000
--------------------------------------------------------------------------------
Skandinaviska Enskilda Banken, New York:
5.30%, 7/18/07 50,000,000 50,000,000
5.30%, 7/20/07 50,000,000 50,000,000
5.30%, 7/25/07 75,000,000 75,000,000
--------------------------------------------------------------------------------
Societe Generale, New York, 5.30%, 7/30/07 50,000,000 50,000,000
--------------------------------------------------------------------------------
Svenska Handelsbanken NY:
5.295%, 6/5/07 55,000,000 55,000,000

PRINCIPAL VALUE
AMOUNT SEE NOTE 1
--------------------------------------------------------------------------------
YANKEE CERTIFICATES OF DEPOSIT Continued
Svenska Handelsbanken NY Continued
5.305%, 8/10/07 $ 50,000,000 $ 50,000,480
-----------------
788,995,926

Total Certificates of Deposit
(Cost $977,995,926) 977,995,926

--------------------------------------------------------------------------------
DIRECT BANK OBLIGATIONS--29.6%
--------------------------------------------------------------------------------
ABN AMRO North America Finance, Inc.,
5.23%, 8/6/07 50,000,000 49,520,583
--------------------------------------------------------------------------------
Bank of America NA, 5.31%, 8/23/07 50,000,000 50,000,000
--------------------------------------------------------------------------------
Calyon North America, Inc., 5.23%, 6/11/07 25,000,000 24,963,681
--------------------------------------------------------------------------------
Deutsche Bank Financial LLC, 5.23%, 7/20/07 50,000,000 49,644,069
--------------------------------------------------------------------------------
Governor &amp; Co. of the Bank of Ireland:
5.23%, 8/27/07 2 50,000,000 49,368,042
5.235%, 7/10/07 2 100,000,000 99,432,875
--------------------------------------------------------------------------------
HBOS Treasury Services plc, Sydney:
5.23%, 8/6/07 50,000,000 49,520,583
5.30%, 8/10/07 40,000,000 40,000,000
--------------------------------------------------------------------------------
Nationwide Building Society:
5.23%, 6/18/07 2 50,000,000 49,876,514
5.23%, 6/29/07 2 30,000,000 29,877,967
5.235%, 7/18/07 2 10,000,000 9,931,654
5.24%, 7/11/07 2 50,000,000 49,708,889
5.35%, 6/21/07 2 45,000,000 44,869,125
--------------------------------------------------------------------------------
Societe Generale North America:
5.23%, 8/7/07 59,250,000 58,673,284
5.23%, 8/8/07 50,000,000 49,506,056
--------------------------------------------------------------------------------
St. George Bank Ltd., 5.235%, 7/3/07 2 50,000,000 49,767,333
--------------------------------------------------------------------------------
Stadshypotek Delaware, Inc.:
5.23%, 7/5/07 2 50,000,000 49,753,028
5.235%, 8/24/07 2 50,000,000 49,389,250

| OPPENHEIMER INSTITUTIONAL MONEY MARKET FUND

STATEMENT OF INVESTMENTS Continued
--------------------------------------------------------------------------------

PRINCIPAL VALUE
AMOUNT SEE NOTE 1
--------------------------------------------------------------------------------
DIRECT BANK OBLIGATIONS Continued
--------------------------------------------------------------------------------
Swedbank Mortgage AB:
5.23%, 8/9/07 $ 75,000,000 $ 74,248,187
5.235%, 8/23/07 50,000,000 49,396,521
--------------------------------------------------------------------------------
UBS Finance (Delaware) LLC:
5.23%, 6/14/07 40,000,000 39,924,456
5.23%, 7/3/07 38,000,000 37,823,342
5.23%, 8/1/07 50,000,000 49,556,903
5.23%, 8/2/07 50,000,000 49,549,639
5.23%, 8/6/07 20,000,000 19,808,233
-----------------
Total Direct Bank Obligations
(Cost $1,174,110,214) 1,174,110,214

--------------------------------------------------------------------------------
SHORT-TERM NOTES--45.9%
--------------------------------------------------------------------------------
ASSET-BACKED SECURITIES--10.7%
Amsterdam Funding
Corp., 5.27%, 6/12/07 2 58,000,000 57,906,604
--------------------------------------------------------------------------------
Aquinas Funding LLC, 5.27%, 6/26/07 2 28,701,000 28,595,962
--------------------------------------------------------------------------------
Barton Capital Corp., 5.29%, 6/8/07 2 7,000,000 6,992,827
--------------------------------------------------------------------------------
Chesham Finance LLC, 5.33%, 6/1/07 10,000,000 10,000,000
--------------------------------------------------------------------------------
COVCO, Inc., 5.24%, 8/20/07 2 25,000,000 24,708,889
--------------------------------------------------------------------------------
Fairway Finance Corp., 5.27%, 6/28/07 2 10,184,000 10,143,748
--------------------------------------------------------------------------------
FCAR Owner Trust I, 5.25%, 6/19/07 40,000,000 39,895,000
--------------------------------------------------------------------------------
FCAR Owner Trust II, 5.25%, 7/26/07 21,500,000 21,327,552
--------------------------------------------------------------------------------
Gemini Securitization Corp., 5.27%, 6/1/07 2 17,089,000 17,089,000
--------------------------------------------------------------------------------
Gotham Funding Corp., 5.28%, 6/22/07 2 14,178,000 14,134,332
--------------------------------------------------------------------------------
GOVCO, Inc., 5.24%, 8/22/07 2 20,000,000 19,761,289
--------------------------------------------------------------------------------
Legacy Capital LLC, 5.29%, 6/11/07 33,158,000 33,109,460

PRINCIPAL VALUE
AMOUNT SEE NOTE 1
--------------------------------------------------------------------------------
ASSET-BACKED SECURITIES Continued
Lexington Parker Capital Co. LLC, 5.27%,
7/11/07 2 $ 3,800,000 $ 3,777,749
--------------------------------------------------------------------------------
Solitaire Funding LLC, 5.26%, 6/27/07 2 6,800,000 6,774,168
--------------------------------------------------------------------------------
St.Germain Holdings, Inc.:
5.275%, 6/13/07 3 50,000,000 49,912,083
5.275%, 6/21/07 3 36,795,000 36,687,170
5.278%, 6/19/07 3 22,000,000 21,941,942
--------------------------------------------------------------------------------
Yorktown Capital LLC, 5.27%, 6/27/07 2 21,000,000 20,920,072
-----------------
423,677,847

--------------------------------------------------------------------------------
BEVERAGES--1.0%
Beverage South of Aiken LLC, 5.36%, 6/7/07 1 13,500,000 13,500,000
--------------------------------------------------------------------------------
Henry Cnty., GA Development Authority Revenue
Bonds, Crown Distributing Project,
5.36%, 6/7/07 1 25,900,000 25,900,000
-----------------
39,400,000

--------------------------------------------------------------------------------
CAPITAL MARKETS--7.5%
Bear Stearns Cos., Inc., 5.23%, 6/22/07 100,000,000 99,694,917
--------------------------------------------------------------------------------
Merrill Lynch &amp; Co., Inc.,
Series C, 5.485%, 10/19/07 1 50,000,000 50,029,134
--------------------------------------------------------------------------------
Morgan Stanley:
5.23%, 8/3/07 75,000,000 74,313,563
5.23%, 8/10/07 40,000,000 39,593,222
--------------------------------------------------------------------------------
Morgan Stanley,
Series F, 5.484%, 1/18/08 1 32,930,000 32,961,547
-----------------
296,592,383
--------------------------------------------------------------------------------
CHEMICALS--1.3%
BASF AG, 5.23%, 7/9/07 2 50,000,000 49,723,972

| OPPENHEIMER INSTITUTIONAL MONEY MARKET FUND

PRINCIPAL VALUE
AMOUNT SEE NOTE 1
--------------------------------------------------------------------------------
COMMERCIAL BANKS--2.5%
Bank of America Corp.:
5.23%, 8/10/07 $ 50,000,000 $ 49,491,528
5.24%, 8/28/07 50,000,000 49,359,556
---------------
98,851,084

--------------------------------------------------------------------------------
DIVERSIFIED FINANCIAL SERVICES--3.7%
HSBC Finance Corp.:
5.23%, 7/9/07 50,000,000 49,723,972
5.23%, 8/8/07 50,000,000 49,506,056
5.23%, 8/10/07 50,000,000 49,491,528
---------------
148,721,556

--------------------------------------------------------------------------------
ENERGY EQUIPMENT &amp; SERVICES--0.4%
Mississippi Business Finance Corp.,
Industrial Development Revenue
Bonds, Shuqualak Lumber Co., Inc. Project,
Series 2003, 5.33%, 6/7/07 1 17,340,000 17,340,000
--------------------------------------------------------------------------------
HEALTH CARE EQUIPMENT &amp; SUPPLIES--0.4%
Bronson Lifestyle Improvement &amp; Research Center,
5.33%, 6/1/07 1 17,055,000 17,055,000
--------------------------------------------------------------------------------
INSURANCE--1.3%
ING America Insurance Holdings, Inc.:
5.23%, 7/30/07 25,000,000 24,785,510
5.23%, 8/9/07 25,884,000 25,624,534
---------------
50,410,044

--------------------------------------------------------------------------------
LEASING &amp; FACTORING--3.7%
American Honda Finance Corp.:
5.316%, 12/6/07 1,3 45,000,000 45,000,000
5.327%, 11/9/07 1,3 50,000,000 50,000,000
5.33%, 8/12/07 1,3 50,000,000 50,000,000
---------------
145,000,000

PRINCIPAL VALUE
AMOUNT SEE NOTE 1
--------------------------------------------------------------------------------
MULTILINE RETAIL--0.1%
Tifton Mall, Inc.,
5.35%, 6/7/07 1 $ 5,980,000 $ 5,980,000
--------------------------------------------------------------------------------
MUNICIPAL--1.2%
City Parc at Golden Triangle Ltd. Partnership,
5.34%, 6/7/07 1 5,525,000 5,525,000
--------------------------------------------------------------------------------
Gwinnett Instructional
SC LLC, 5.33%, 6/7/07 1 20,000,000 20,000,000
--------------------------------------------------------------------------------
Las Vegas, NV Economic Development
Revenue Bonds, Keep Memory Alive,
Series B, 5.35%, 6/7/07 1 3,400,000 3,400,000
--------------------------------------------------------------------------------
Pinnacle Ridge Apts. Ltd. Partnership,
5.32%, 6/7/07 1 1,500,000 1,500,000
--------------------------------------------------------------------------------
Richmond, VA Redevelopment &amp; Housing Authority
Revenue Refunding Bonds, Old Manchester Project,
Series B, 5.40%, 6/1/07 1 1,810,000 1,810,000
--------------------------------------------------------------------------------
Thayer Properties LLC,
5.36%, 6/7/07 1 11,395,000 11,395,000
--------------------------------------------------------------------------------
Woodland Park Apartments,
5.35%, 6/7/07 1 2,380,000 2,380,000
---------------
46,010,000

--------------------------------------------------------------------------------
PERSONAL PRODUCTS--3.0%
Procter &amp; Gamble Co. International Funding,
5.24%, 6/13/07 2 10,000,000 9,982,533
--------------------------------------------------------------------------------
Reckitt Benckiser plc:
5.235%, 7/24/07 2 22,000,000 21,830,444
5.24%, 6/13/07 2 64,600,000 64,487,165
5.25%, 6/15/07 2 24,100,000 24,050,796
--------------
120,350,938

| OPPENHEIMER INSTITUTIONAL MONEY MARKET FUND

STATEMENT OF INVESTMENTS Continued
--------------------------------------------------------------------------------

PRINCIPAL VALUE
AMOUNT SEE NOTE 1
--------------------------------------------------------------------------------
SPECIAL PURPOSE FINANCIAL--9.1%
Carlyle Capital Investment Ltd., CDO,
Series 2007-3A, 5.38%, 4/8/08 1,4 $ 50,000,000 $ 50,000,000
--------------------------------------------------------------------------------
Cooperative Assn. of Tractor Dealers, Inc.,
Series B:
5.25%, 7/19/07 9,185,000 9,120,705
5.26%, 8/31/07 2,040,000 2,012,876
5.29%, 6/20/07 8,000,000 7,977,664
--------------------------------------------------------------------------------
K2 (USA) LLC,
5.24%, 7/27/07 35,100,000 34,813,896
--------------------------------------------------------------------------------
LINKS Finance LLC
1, 5.32%, 12/3/07 1 15,000,000 14,998,488
--------------------------------------------------------------------------------
Parkland (USA) LLC,
5.30%, 7/16/07 1,3 50,000,000 49,998,763
--------------------------------------------------------------------------------
Sigma Finance, Inc.:
5.24%, 6/27/07 50,000,000 49,810,778
5.24%, 7/26/07 50,000,000 49,599,722

PRINCIPAL VALUE
AMOUNT SEE NOTE 1
--------------------------------------------------------------------------------
SPECIAL PURPOSE FINANCIAL Continued
Ticonderoga Funding LLC,
5.26%, 8/13/07 $ 43,583,000 $ 43,119,905
--------------------------------------------------------------------------------
ZAIS Levered Loan Fund Ltd. CLO,
Series 2007-6A, 5.39%, 3/3/08 1,4 50,000,000 49,996,272
---------------
361,449,069
---------------
Total Short-Term Notes
(Cost $1,820,561,893) 1,820,561,893

--------------------------------------------------------------------------------
TOTAL INVESTMENTS, AT VALUE
(COST $3,972,668,033) 100.2% 3,972,668,033
--------------------------------------------------------------------------------
LIABILITIES IN EXCESS OF OTHER ASSETS (0.2) (8,958,363)
------------------------------

NET ASSETS 100.0% $3,963,709,670
==============================

FOOTNOTES TO STATEMENT OF INVESTMENTS

SHORT-TERM NOTES AND DIRECT BANK OBLIGATIONS ARE GENERALLY TRADED ON A DISCOUNT
BASIS; THE INTEREST RATE SHOWN IS THE DISCOUNT RATE RECEIVED BY THE FUND AT THE
TIME OF PURCHASE. OTHER SECURITIES NORMALLY BEAR INTEREST AT THE RATES SHOWN.

1. Represents the current interest rate for a variable or increasing rate
security.

2. Security issued in an exempt transaction without registration under the
Securities Act of 1933. Such securities amount to $862,854,227, or 21.77% of the
Fund's net assets, and have been determined to be liquid pursuant to guidelines
adopted by the Board of Trustees.

3. Represents securities sold under Rule 144A, which are exempt from
registration under the Securities Act of 1933, as amended. These securities have
been determined to be liquid under guidelines established by the Board of
Trustees. These securities amount to $303,539,958 or 7.66% of the Fund's net
assets as of May 31, 2007.

4. Illiquid security. The aggregate value of illiquid securities as of May 31,
2007 was $99,996,272, which represents 2.52% of the Fund's net assets. See Note
4 of accompanying Notes.

SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS

| OPPENHEIMER INSTITUTIONAL MONEY MARKET FUND

STATEMENT OF ASSETS AND LIABILITIES May 31, 2007
--------------------------------------------------------------------------------

---------------------------------------------------------------------------------------------------------
ASSETS
---------------------------------------------------------------------------------------------------------
Investments, at value (cost $3,972,668,033)--see accompanying statement of investments $ 3,972,668,033
---------------------------------------------------------------------------------------------------------
Receivables and other assets:
Interest 8,468,914
Shares of beneficial interest sold 1,555,188
Investments sold 7,375
Other 27,076
----------------
Total assets 3,982,726,586

---------------------------------------------------------------------------------------------------------
LIABILITIES
---------------------------------------------------------------------------------------------------------
Bank overdraft 692,607
---------------------------------------------------------------------------------------------------------
Payables and other liabilities:
Dividends 18,017,945
Trustees' compensation 200,376
Shareholder communications 12,277
Other 93,711
----------------
Total liabilities 19,016,916

---------------------------------------------------------------------------------------------------------
NET ASSETS $ 3,963,709,670
================

---------------------------------------------------------------------------------------------------------
COMPOSITION OF NET ASSETS
---------------------------------------------------------------------------------------------------------
Par value of shares of beneficial interest $ 3,963,722
---------------------------------------------------------------------------------------------------------
Additional paid-in capital 3,959,758,570
---------------------------------------------------------------------------------------------------------
Accumulated net investment loss (5,747)
---------------------------------------------------------------------------------------------------------
Accumulated net realized loss on investments (6,875)
----------------

NET ASSETS $ 3,963,709,670
================

---------------------------------------------------------------------------------------------------------
NET ASSET VALUE PER SHARE
---------------------------------------------------------------------------------------------------------
Class E Shares:
Net asset value and redemption price per share (based on net assets
of $3,963,198,054 and 3,963,210,676 shares of beneficial interest outstanding) $ 1.00
---------------------------------------------------------------------------------------------------------
Class L Shares:
Net asset value and redemption price per share (based on net assets
of $501,616 and 501,616 shares of beneficial interest outstanding) $ 1.00
---------------------------------------------------------------------------------------------------------
Class P Shares:
Net asset value and redemption price per share (based on net assets
of $10,000 and 10,000 shares of beneficial interest) $ 1.00

SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.

| OPPENHEIMER INSTITUTIONAL MONEY MARKET FUND

STATEMENT OF OPERATIONS For the Period Ended May 31, 2007 1
--------------------------------------------------------------------------------

---------------------------------------------------------------------------------------------------------
INVESTMENT INCOME
---------------------------------------------------------------------------------------------------------
Interest $ 128,449,444
---------------------------------------------------------------------------------------------------------
EXPENSES
---------------------------------------------------------------------------------------------------------
Management fees 2,381,526
---------------------------------------------------------------------------------------------------------
Trustees' compensation 212,801
---------------------------------------------------------------------------------------------------------
Shareholder communications Class E 20,000
---------------------------------------------------------------------------------------------------------
Custodian fees and expenses 14,794
---------------------------------------------------------------------------------------------------------
Other 102,564
----------------
Total expenses 2,731,685

---------------------------------------------------------------------------------------------------------
NET INVESTMENT INCOME 125,717,759

---------------------------------------------------------------------------------------------------------
NET REALIZED LOSS ON INVESTMENTS (6,875)

---------------------------------------------------------------------------------------------------------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS $ 125,710,884
================

1. For the period from October 3, 2006 (commencement of operations) to May 31,
2007.

SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.

| OPPENHEIMER INSTITUTIONAL MONEY MARKET FUND

STATEMENT OF CHANGES IN NET ASSETS
--------------------------------------------------------------------------------

PERIOD ENDED MAY 31, 2007 1
----------------------------------------------------------------------------------------------------------
OPERATIONS
----------------------------------------------------------------------------------------------------------
Net investment income $ 125,717,759
----------------------------------------------------------------------------------------------------------
Net realized loss (6,875)
-----------------
Net increase in net assets resulting from operations 125,710,884

----------------------------------------------------------------------------------------------------------
DIVIDENDS AND/OR DISTRIBUTIONS TO SHAREHOLDERS
----------------------------------------------------------------------------------------------------------
Dividends from net investment income:
Class E (125,721,867)
Class L (1,625)
Class P (14)
-----------------
(125,723,506)

----------------------------------------------------------------------------------------------------------
BENEFICIAL INTEREST TRANSACTIONS
----------------------------------------------------------------------------------------------------------
Net increase in net assets resulting from beneficial interest transactions:
Class E 3,963,110,676
Class L 500,616
Class P 10,000
-----------------
3,963,621,292

----------------------------------------------------------------------------------------------------------
NET ASSETS
----------------------------------------------------------------------------------------------------------
Total increase 3,963,608,670
----------------------------------------------------------------------------------------------------------
Beginning of period 101,000 2
-----------------
End of period (including accumulated net investment loss of $5,747 for the
period ended May 31, 2007) $ 3,963,709,670
=================

1. For the period from October 3, 2006 (commencement of operations) to May 31,
2007.

2. Reflects the value of the Manager's initial seed money investment on August
2, 2006.

SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.

| OPPENHEIMER INSTITUTIONAL MONEY MARKET FUND

FINANCIAL HIGHLIGHTS
--------------------------------------------------------------------------------

Net asset value, end of period $ 1.00
===============

-----------------------------------------------------------------------------
TOTAL RETURN 3 3.52%
-----------------------------------------------------------------------------

1. For the period from October 3, 2006 (commencement of operations) to May 31,
2007.

2. Per share amounts calculated based on the average shares outstanding during
the period.

4. Annualized for periods of less than one full year.

SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.

| OPPENHEIMER INSTITUTIONAL MONEY MARKET FUND

Net asset value, end of period $ 1.00
============

--------------------------------------------------------------------------
TOTAL RETURN 3 3.61%
--------------------------------------------------------------------------

1. For the period from October 3, 2006 (commencement of operations) to May 31,
2007.

2. Per share amounts calculated based on the average shares outstanding during
the period.

4. Annualized for periods of less than one full year.

SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.

| OPPENHEIMER INSTITUTIONAL MONEY MARKET FUND

FINANCIAL HIGHLIGHTS Continued
--------------------------------------------------------------------------------

Net asset value, end of period $ 1.00
============

--------------------------------------------------------------------------
TOTAL RETURN 4 0.15%
--------------------------------------------------------------------------

--------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA
--------------------------------------------------------------------------
Net assets, end of period (in thousands) $ 10
--------------------------------------------------------------------------
Average net assets (in thousands) $ 10
--------------------------------------------------------------------------
Ratios to average net assets: 5
Net investment income 4.79%
Total expenses 0.10%

1. For the period from May 21, 2007 (inception of offering) to May 31, 2007.

2. Per share amounts calculated based on the average shares outstanding during
the period.

3. Less than $0.005 per share.

5. Annualized for periods of less than one full year.

SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.

| OPPENHEIMER INSTITUTIONAL MONEY MARKET FUND

NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

-------------------------------------------------------------------------------
1. SIGNIFICANT ACCOUNTING POLICIES

Oppenheimer Institutional Money Market Fund (the "Fund") is registered under the
Investment Company Act of 1940, as amended, as an open-end management investment
company. The Fund's investment objective is to seek current income and stability
of principal. The Fund's investment advisor is OppenheimerFunds, Inc. (the
"Manager").

The Fund offers Class E, Class L and Class P shares. Class E shares are
sold at net asset value per share without any initial sales charge. Class E
shares are only offered to other Oppenheimer Funds, the Manager and their
affiliates. Class L shares are sold at net asset value without any initial sales
charge. Class P shares will normally be sold at net asset value without any
initial sales charge and are offered directly to institutional investors. Class
P shares may only be sold through an investment professional. Brokers or other
investment professionals that offer Class P shares may impose charges on those
accounts. As of May 31, 2007, the Manager owned 100% of the Fund's Class L and
Class P shares. All classes of shares have identical rights and voting
privileges with respect to the Fund in general and exclusive voting rights on
matters that affect that class alone. Earnings, net assets and net asset value
per share may differ due to each class having its own expenses, such as transfer
and shareholder servicing agent fees and shareholder communications, directly
attributable to that class.

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

--------------------------------------------------------------------------------
SECURITIES VALUATION. As permitted under Rule 2a-7 of the Investment Company Act
of 1940, portfolio securities are valued on the basis of amortized cost, which
approximates market value. If amortized cost is determined not to approximate
market value, the fair value of the portfolio securities will be determined
under procedures approved by the Fund's Board of Trustees.

--------------------------------------------------------------------------------
ALLOCATION OF INCOME, EXPENSES, GAINS AND LOSSES. Income, expenses (other than
those attributable to a specific class), gains and losses are allocated on a
daily basis to each class of shares based upon the relative proportion of net
assets represented by such class. Operating expenses directly attributable to a
specific class are charged against the operations of that class.

--------------------------------------------------------------------------------
FEDERAL TAXES. The Fund intends to comply with provisions of the Internal
Revenue Code applicable to regulated investment companies and to distribute
substantially all of its investment company taxable income to shareholders,
therefore, no federal income or excise tax provision is required.

The tax components of capital shown in the table below represent distribution
requirements the Fund must satisfy under the income tax regulations, losses the
Fund may be able to offset against income and gains realized in future years for
federal income tax purposes.

| OPPENHEIMER INSTITUTIONAL MONEY MARKET FUND

NOTES TO FINANCIAL STATEMENTS Continued
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
1. SIGNIFICANT ACCOUNTING POLICIES Continued

UNDISTRIBUTED UNDISTRIBUTED ACCUMULATED
NET INVESTMENT LONG-TERM LOSS
INCOME GAIN CARRYFORWARD 1,2
--------------------------------------------------
$ 181,615 $ -- $ 6,875

1. As of May 31, 2007, the Fund had $6,875 of post-October losses available to
offset future realized capital gains, if any. Such losses, if unutilized, will
expire in 2016.

2. During the fiscal year ended May 31, 2007, the Fund did not utilize any
capital loss carryforwards.

Net investment income (loss) and net realized gain (loss) may differ for
financial statement and tax purposes. The character of dividends and
distributions made during the fiscal year from net investment income or net
realized gains may differ from their ultimate characterization for federal
income tax purposes. Also, due to timing of dividends and distributions, the
fiscal year in which amounts are distributed may differ from the fiscal year in
which the income or net realized gain was recorded by the Fund.

The tax character of distributions paid during the period ended May 31, 2007 was
as follows:

PERIOD ENDED MAY 31, 2007
------------------------------------------------------
Distributions paid from:
Ordinary income $125,723,506

--------------------------------------------------------------------------------
TRUSTEES' COMPENSATION. The Fund has adopted an unfunded retirement plan (the
"Plan") for the Fund's independent trustees. Benefits are based on years of
service and fees paid to each trustee during their period of service. The Plan
was frozen with respect to adding new participants effective December 31, 2006
(the "Freeze Date") and existing Plan Participants as of the Freeze Date will
continue to receive accrued benefits under the Plan. Active independent trustees
as of the Freeze Date have each elected a distribution method with respect to
their benefits under the Plan. During the period ended May 31, 2007, the Fund's
projected benefit obligations were increased by $177,592 and payments of $6,993
were made to retired trustees, resulting in an accumulated liability of $170,599
as of May 31, 2007.

The Board of Trustees has adopted a compensation deferral plan for
independent trustees that enables trustees to elect to defer receipt of all or a
portion of the annual compensation they are entitled to receive from the Fund.
For purposes of determining the amount owed to the Trustee under the plan,
deferred amounts are treated as though equal dollar amounts had been invested in
shares of the Fund or in other Oppenheimer funds selected by the Trustee. The
Fund purchases shares of the funds selected for deferral by the Trustees in
amounts equal to his or her deemed investment, resulting in a Fund asset equal
to the deferred compensation liability. Such assets are

| OPPENHEIMER INSTITUTIONAL MONEY MARKET FUND

included as a component of "Other" within the asset section of the Statement of
Assets and Liabilities. Deferral of trustees' fees under the plan will not
affect the net assets of the Fund, and will not materially affect the Fund's
assets, liabilities or net investment income per share. Amounts will be deferred
until distributed in accordance to the compensation deferral plan.

--------------------------------------------------------------------------------
DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS. Dividends and distributions to
shareholders, which are determined in accordance with income tax regulations,
are recorded on the ex-dividend date. Income distributions, if any, are declared
daily and paid monthly. Capital gain distributions, if any, are declared and
paid annually but may be paid at other times to maintain the net asset value per
share at $1.00.

--------------------------------------------------------------------------------
CUSTODIAN FEES. "Custodian fees and expenses" in the Statement of Operations may
include interest expense incurred by the Fund on any cash overdrafts of its
custodian account during the period. Such cash overdrafts may result from the
effects of failed trades in portfolio securities and from cash outflows
resulting from unanticipated shareholder redemption activity. The Fund pays
interest to its custodian on such cash overdrafts, to the extent they are not
offset by positive cash balances maintained by the Fund, at a rate equal to the
Federal Funds Rate plus 0.50%. The "Reduction to custodian expenses" line item,
if applicable, represents earnings on cash balances maintained by the Fund
during the period. Such interest expense and other custodian fees may be paid
with these earnings.

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

--------------------------------------------------------------------------------
INDEMNIFICATIONS. The Fund's organizational documents provide current and former
trustees and officers with a limited indemnification against liabilities arising
in connection with the performance of their duties to the Fund. In the normal
course of business, the Fund may also enter into contracts that provide general
indemnifications. The Fund's maximum exposure under these arrangements is
unknown as this would be dependent on future claims that may be made against the
Fund. The risk of material loss from such claims is considered remote.

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

| OPPENHEIMER INSTITUTIONAL MONEY MARKET FUND

NOTES TO FINANCIAL STATEMENTS Continued
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
2. SHARES OF BENEFICIAL INTEREST

The Fund has authorized an unlimited number of $0.001 par value shares of
beneficial interest of each class. Transactions in shares of beneficial interest
were as follows:

PERIOD ENDED MAY 31, 2007 1,2
SHARES AMOUNT
--------------------------------------------------------------------------------
CLASS E
Sold 29,429,248,572 $ 29,429,248,572
Dividends and/or distributions reinvested 8,258,245 8,258,245
Redeemed (25,474,396,141) (25,474,396,141)
------------------------------------
Net increase 3,963,110,676 $ 3,963,110,676
====================================

--------------------------------------------------------------------------------
CLASS L
Sold 499,000 $ 499,000
Dividends and/or distributions reinvested 1,616 1,616
Redeemed -- --
------------------------------------
Net increase 500,616 $ 500,616
====================================

--------------------------------------------------------------------------------
CLASS P
Sold 10,000 $ 10,000
Dividends and/or distributions reinvested -- --
Redeemed -- --
------------------------------------
Net increase 10,000 $ 10,000
====================================

1. For the period from October 3, 2006 (commencement of operations) to May 31,
2007 for Class E and Class L and for the period from May 21, 2007 (inception of
offering) to May 31, 2007 for Class P.

2. The Fund sold 100,000 Class E shares at a value of $100,000 and 1,000 Class L
shares at a value of $1,000 to the Manager upon seeding of the Fund on August 2,
2006.

--------------------------------------------------------------------------------
3. FEES AND OTHER TRANSACTIONS WITH AFFILIATES

MANAGEMENT FEES. Management fees paid to the Manager were in accordance with the
investment advisory agreement with the Fund which provides for a fee at an
annual rate of 0.10% of the average net assets.

--------------------------------------------------------------------------------
TRANSFER AGENT FEES. OppenheimerFunds Services (OFS), a division of the Manager,
acts as the transfer and shareholder servicing agent for the Fund. The Fund pays
OFS a per account fee.

--------------------------------------------------------------------------------
DISTRIBUTION AND SERVICE PLAN (12b-1) FEES. Under its General Distributor's
Agreement with the Fund, OppenheimerFunds Distributor, Inc. (the Distributor)
acts as the Fund's principal underwriter in the continuous public offering of
the Fund's classes of shares.

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

| OPPENHEIMER INSTITUTIONAL MONEY MARKET FUND

of their customers that hold Class P shares. Any unreimbursed expenses the
Distributor incurs with respect to Class P shares in any fiscal year cannot be
recovered in subsequent periods. Fees incurred by the Fund under the plan are
detailed in the Statement of Operations.

--------------------------------------------------------------------------------
WAIVERS AND REIMBURSEMENTS OF EXPENSES. OFS has voluntarily agreed to limit
transfer and shareholder servicing agent fees for all classes to 0.35% of
average annual net assets per class. This undertaking may be amended or
withdrawn at any time.

--------------------------------------------------------------------------------
4. ILLIQUID SECURITIES

As of May 31, 2007, investments in securities included issues that are illiquid.
A security may be considered illiquid if it lacks a readily available market or
if its valuation has not changed for a certain period of time. The Fund will not
invest more than 10% of its net assets (determined at the time of purchase and
reviewed periodically) in illiquid securities. Securities that are illiquid are
marked with the applicable footnote on the Statement of Investments.

--------------------------------------------------------------------------------
5. RECENT ACCOUNTING PRONOUNCEMENTS

In June 2006, the Financial Accounting Standards Board ("FASB") issued FASB
Interpretation No. 48 ("FIN 48"), ACCOUNTING FOR UNCERTAINTY IN INCOME TAXES.
FIN 48 clarifies the accounting for uncertainty in income taxes recognized in an
enterprise's financial statements in accordance with FASB Statement No. 109,
ACCOUNTING FOR INCOME TAXES. FIN 48 requires the evaluation of tax positions
taken in the course of preparing the Fund's tax returns to determine whether it
is "more-likely-than-not" that tax positions taken in the Fund's tax return will
be ultimately sustained. A tax liability and expense must be recorded in respect
of any tax position that, in Management's judgment, will not be fully realized.
FIN 48 is effective for fiscal years beginning after December 15, 2006. As of
May 31, 2007, the Manager has evaluated the implications of FIN 48 and does not
currently anticipate a material impact to the Fund's financial statements. The
Manager will continue to monitor the Fund's tax positions prospectively for
potential future impacts.

In September 2006, the FASB issued Statement of Financial Accounting
Standards ("SFAS") No. 157, FAIR VALUE MEASUREMENTS. This standard establishes a
single authoritative definition of fair value, sets out a framework for
measuring fair value and expands disclosures about fair value measurements. SFAS
No. 157 applies to fair value measurements already required or permitted by
existing standards. SFAS No. 157 is effective for financial statements issued
for fiscal years beginning after November 15, 2007, and interim periods within
those fiscal years. As of May 31, 2007, the Manager does not believe the
adoption of SFAS No. 157 will materially impact the financial statement amounts;
however, additional disclosures may be required about the inputs used to develop
the measurements and the effect of certain of the measurements on changes in net
assets for the period.

Appendix A

RATINGS DEFINITIONS

Below are summaries of the rating definitions used by the nationally-recognized rating agencies listed below.
Those ratings represent the opinion of the agency as to the credit quality of issues that they rate. The
summaries below are based upon publicly available information provided by the rating organizations.

Moody's Investors Service, Inc. ("Moody's")

LONG-TERM RATINGS: BONDS AND PREFERRED STOCK ISSUER RATINGS

Aaa: Bonds and preferred stock rated "Aaa" are judged to be the best quality. They carry the smallest degree of
investment risk. Interest payments are protected by a large or by an exceptionally stable margin and principal
is secure. While the various protective elements are likely to change, the changes that can be expected are most
unlikely to impair the fundamentally strong position of such issues.

Aa: Bonds and preferred stock rated "Aa" are judged to be of high quality by all standards. Together with the
"Aaa" group, they comprise what are generally known as high-grade bonds. They are rated lower than the best bonds
because margins of protection may not be as large as with "Aaa" securities or fluctuation of protective elements
may be of greater amplitude or there may be other elements present which make the long-term risk appear somewhat
larger than that of "Aaa" securities.

A: Bonds and preferred stock rated "A" possess many favorable investment attributes and are to be considered as
upper-medium grade obligations. Factors giving security to principal and interest are considered adequate but
elements may be present which suggest a susceptibility to impairment some time in the future.

Baa: Bonds and preferred stock rated "Baa" are considered medium-grade obligations; that is, they are neither
highly protected nor poorly secured. Interest payments and principal security appear adequate for the present
but certain protective elements may be lacking or may be characteristically unreliable over any great length of
time. Such bonds lack outstanding investment characteristics and have speculative characteristics as well.

Ba: Bonds and preferred stock rated "Ba" are judged to have speculative elements. Their future cannot be
considered well-assured. Often the protection of interest and principal payments may be very moderate and
thereby not well safeguarded during both good and bad times over the future. Uncertainty of position
characterizes bonds in this class.

B: Bonds and preferred stock rated "B" generally lack characteristics of the desirable investment. Assurance of
interest and principal payments or of maintenance of other terms of the contract over any long period of time may
be small.

Caa: Bonds and preferred stock rated "Caa" are of poor standing. Such issues may be in default or there may be
present elements of danger with respect to principal or interest.

Ca: Bonds and preferred stock rated "Ca" represent obligations which are speculative in a high degree. Such
issues are often in default or have other marked shortcomings.

C: Bonds and preferred stock rated "C" are the lowest class of rated bonds and can be regarded as having
extremely poor prospects of ever attaining any real investment standing.

Moody's applies numerical modifiers 1, 2, and 3 in each generic rating classification from "Aa" through "Caa."
The modifier "1" indicates that the obligation ranks in the higher end of its generic rating category; the
modifier "2" indicates a mid-range ranking; and the modifier "3" indicates a ranking in the lower end of that
generic rating category. Advanced refunded issues that are secured by certain assets are identified with a #
symbol.

PRIME RATING SYSTEM (SHORT-TERM RATINGS - TAXABLE DEBT)
These ratings are opinions of the ability of issuers to honor senior financial obligations and contracts. Such
obligations generally have an original maturity not exceeding one year, unless explicitly noted.

Prime-1: Issuer has a superior ability for repayment of senior short-term debt obligations.

Prime-2: Issuer has a strong ability for repayment of senior short-term debt obligations. Earnings trends and
coverage ratios, while sound, may be more subject to variation. Capitalization characteristics, while
appropriate, may be more affected by external conditions. Ample alternate liquidity is maintained.

Prime-3: Issuer has an acceptable ability for repayment of senior short-term obligations. The effect of industry
characteristics and market compositions may be more pronounced. Variability in earnings and profitability may
result in changes in the level of debt protection measurements and may require relatively high financial
leverage. Adequate alternate liquidity is maintained.

Not Prime: Issuer does not fall within any Prime rating category.

Standard & Poor's Ratings Services ("Standard & Poor's"), a division of The McGraw-Hill Companies, Inc.

LONG-TERM ISSUE CREDIT RATINGS
Issue credit ratings are based in varying degrees, on the following considerations:
o Likelihood of payment-capacity and willingness of the obligor to meet its financial commitment on an
obligation in accordance with the terms of the obligation;
o Nature of and provisions of the obligation; and
o Protection afforded by, and relative position of, the obligation in the event of bankruptcy,
reorganization, or other arrangement under the laws of bankruptcy and other laws affecting creditors'
rights.
The issue ratings definitions are expressed in terms of default risk. As such, they pertain to senior
obligations of an entity. Junior obligations are typically rated lower than senior obligations, to reflect the
lower priority in bankruptcy, as noted above.

AAA: An obligation rated "AAA" have the highest rating assigned by Standard & Poor's. The obligor's capacity to
meet its financial commitment on the obligation is extremely strong.

AA: An obligation rated "AA" differ from the highest rated obligations only in small degree. The obligor's
capacity to meet its financial commitment on the obligation is very strong.

A: An obligation rated "A" are somewhat more susceptible to the adverse effects of changes in circumstances and
economic conditions than obligations in higher-rated categories. However, the obligor's capacity to meet its
financial commitment on the obligation is still strong.

BBB: An obligation rated "BBB" exhibit adequate protection parameters. However, adverse economic conditions or
changing circumstances are more likely to lead to a weakened capacity of the obligor to meet its financial
commitment on the obligation.

BB, B, CCC, CC, and C:An obligation rated `BB', `B', `CCC', `CC', and `C' are regarded as having significant
speculative characteristics. `BB' indicates the least degree of speculation and `C' the highest. While such
obligations will likely have some quality and protective characteristics, these may be outweighed by large
uncertainties or major exposures to adverse conditions.

BB: An obligation rated "BB" are less vulnerable to nonpayment than other speculative issues. However, they face
major ongoing uncertainties or exposure to adverse business, financial, or economic conditions which could lead
to the obligor's inadequate capacity to meet its financial commitment on the obligation.

B: An obligation rated "B" are more vulnerable to nonpayment than obligations rated "BB", but the obligor
currently has the capacity to meet its financial commitment on the obligation. Adverse business, financial, or
economic conditions will likely impair the obligor's capacity or willingness to meet its financial commitment on
the obligation.

CCC: An obligation rated "CCC" are currently vulnerable to nonpayment, and are dependent upon favorable business,
financial, and economic conditions for the obligor to meet its financial commitment on the obligation. In the
event of adverse business, financial, or economic conditions, the obligor is not likely to have the capacity to
meet its financial commitment on the obligation.

CC: An obligation rated "CC" are currently highly vulnerable to nonpayment.

C: Subordinated debt or preferred stock obligations rated "C" are currently highly vulnerable to nonpayment. The
"C" rating may be used to cover a situation where a bankruptcy petition has been filed or similar action taken,
but payments on this obligation are being continued. A "C" also will be assigned to a preferred stock issue in
arrears on dividends or sinking fund payments, but that is currently paying.

D: An obligation rated "D" are in payment default. The "D" rating category is used when payments on an obligation
are not made on the date due even if the applicable grace period has not expired, unless Standard & Poor's
believes that such payments will be made during such grace period. The "D" rating also will be used upon the
filing of a bankruptcy petition or the taking of a similar action if payments on an obligation are jeopardized.

The ratings from "AA" to "CCC" may be modified by the addition of a plus (+) or minus (-) sign to show relative
standing within the major rating categories.

c: The `c' subscript is used to provide additional information to investors that the bank may terminate its
obligation to purchase tendered bonds if the long-term credit rating of the issuer is below an investment-grade
level and/or the issuer's bonds are deemed taxable.

p: The letter `p' indicates that the rating is provisional. A provisional rating assumes the successful
completion of the project financed by the debt being rated and indicates that payment of debt service
requirements is largely or entirely dependent upon the successful, timely completion of the project. This rating,
however, while addressing credit quality subsequent to completion of the project, makes no comment on the
likelihood of or the risk of default upon failure of such completion. The investor should exercise his own
judgment with respect to such likelihood and risk.

Continuance of the ratings is contingent upon Standard & Poor's receipt of an executed copy of the escrow
agreement or closing documentation confirming investments and cash flows.

r: The `r' highlights derivative, hybrid, and certain other obligations that Standard & Poor's believes may
experience high volatility or high variability in expected returns as a result of noncredit risks. Examples of
such obligations are securities with principal or interest return indexed to equities, commodities, or
currencies; certain swaps and options; and interest-only and principal-only mortgage securities. The absence of
an `r' symbol should not be taken as an indication that an obligation will exhibit no volatility or variability
in total return.

N.R. Not rated.

Debt obligations of issuers outside the United States and its territories are rated on the same basis as domestic
corporate and municipal issues. The ratings measure the creditworthiness of the obligor but do not take into
account currency exchange and related uncertainties.

Bond Investment Quality Standards

Under present commercial bank regulations issued by the Comptroller of the Currency, bonds rated in the top four
categories (`AAA', `AA', `A', `BBB', commonly known as investment-grade ratings) generally are regarded as
eligible for bank investment. Also, the laws of various states governing legal investments impose certain rating
or other standards for obligations eligible for investment by savings banks, trust companies, insurance
companies, and fiduciaries in general

SHORT-TERM ISSUE CREDIT RATINGS
Short-term ratings are generally assigned to those obligations considered short-term in the relevant market. In
the U.S., for example, that means obligations with an original maturity of no more than 365 days-including
commercial paper.

A-1: A short-term obligation rated "A-1" is rated in the highest category by Standard & Poor's. The obligor's
capacity to meet its financial commitment on the obligation is strong. Within this category, certain obligations
are designated with a plus sign (+). This indicates that the obligor's capacity to meet its financial commitment
on these obligations is extremely strong.

A-2: A short-term obligation rated "A-2" is somewhat more susceptible to the adverse effects of changes in
circumstances and economic conditions than obligations in higher rating categories. However, the obligor's
capacity to meet its financial commitment on the obligation is satisfactory.

A-3: A short-term obligation rated "A-3" exhibits adequate protection parameters. However, adverse economic
conditions or changing circumstances are more likely to lead to a weakened capacity of the obligor to meet its
financial commitment on the obligation.

B: A short-term obligation rated "B" is regarded as having significant speculative characteristics. The obligor
currently has the capacity to meet its financial commitment on the obligation; however, it faces major ongoing
uncertainties which could lead to the obligor's inadequate capacity to meet its financial commitment on the
obligation.

C: A short-term obligation rated "C" is currently vulnerable to nonpayment and is dependent upon favorable
business, financial, and economic conditions for the obligor to meet its financial commitment on the obligation.

D: A short-term obligation rated "D" is in payment default. The "D" rating category is used when payments on an
obligation are not made on the date due even if the applicable grace period has not expired, unless Standard &
Poor's believes that such payments will be made during such grace period. The "D" rating also will be used upon
the filing of a bankruptcy petition or the taking of a similar action if payments on an obligation are
jeopardized.

NOTES:
A Standard & Poor's note rating reflects the liquidity factors and market access risks unique to notes. Notes due
in three years or less will likely receive a note rating. Notes maturing beyond three years will most likely
receive a long-term debt rating. The following criteria will be used in making that assessment:
o Amortization schedule-the larger the final maturity relative to other maturities, the more likely it will
be treated as a note; and
o Source of payment-the more dependent the issue is on the market for its refinancing, the more likely
it will be treated as a note.

SP-1: Strong capacity to pay principal and interest. An issue with a very strong capacity to pay debt service is
given a (+) designation.

SP-2: Satisfactory capacity to pay principal and interest, with some vulnerability to adverse financial and
economic changes over the term of the notes.

SP-3: Speculative capacity to pay principal and interest.

Fitch, Inc.
International credit ratings assess the capacity to meet foreign currency or local currency commitments. Both
"foreign currency" and "local currency" ratings are internationally comparable assessments. The local currency
rating measures the probability of payment within the relevant sovereign state's currency and jurisdiction and
therefore, unlike the foreign currency rating, does not take account of the possibility of foreign exchange
controls limiting transfer into foreign currency.

INTERNATIONAL LONG-TERM CREDIT RATINGS
The following ratings scale applies to foreign currency and local currency ratings.

Investment Grade:

AAA: Highest Credit Quality. "AAA" ratings denote the lowest expectation of credit risk. They are assigned only
in the case of exceptionally strong capacity for timely payment of financial commitments. This capacity is highly
unlikely to be adversely affected by foreseeable events.

AA: Very High Credit Quality. "AA" ratings denote a very low expectation of credit risk. They indicate a very
strong capacity for timely payment of financial commitments. This capacity is not significantly vulnerable to
foreseeable events.

A: High Credit Quality. "A" ratings denote a low expectation of credit risk. The capacity for timely payment of
financial commitments is considered strong. This capacity may, nevertheless, be more vulnerable to changes in
circumstances or in economic conditions than is the case for higher ratings.

BBB: Good Credit Quality. "BBB" ratings indicate that there is currently a low expectation of credit risk. The
capacity for timely payment of financial commitments is considered adequate, but adverse changes in circumstances
and in economic conditions are more likely to impair this capacity. This is the lowest investment-grade category.

Speculative Grade:

BB: Speculative. "BB" ratings indicate that there is a possibility of credit risk developing, particularly as the
result of adverse economic change over time. However, business or financial alternatives may be available to
allow financial commitments to be met. Securities rated in this category are not investment grade.

B: Highly Speculative. "B" ratings indicate that significant credit risk is present, but a limited margin of
safety remains. Financial commitments are currently being met. However, capacity for continued payment is
contingent upon a sustained, favorable business and economic environment.

CCC, CC C: High Default Risk. Default is a real possibility. Capacity for meeting financial commitments is
solely reliant upon sustained, favorable business or economic developments. A "CC" rating indicates that default
of some kind appears probable. "C" ratings signal imminent default.

DDD, DD, and D: Default. The ratings of obligations in this category are based on their prospects for achieving
partial or full recovery in a reorganization or liquidation of the obligor. While expected recovery values are
highly speculative and cannot be estimated with any precision, the following serve as general guidelines. "DDD"
obligations have the highest potential for recovery, around 90%-100% of outstanding amounts and accrued interest.
"DD" indicates potential recoveries in the range of 50%-90%, and "D" the lowest recovery potential, i.e., below
50%.

Entities rated in this category have defaulted on some or all of their obligations. Entities rated "DDD" have the
highest prospect for resumption of performance or continued operation with or without a formal reorganization
process. Entities rated "DD" and "D" are generally undergoing a formal reorganization or liquidation process;
those rated "DD" are likely to satisfy a higher portion of their outstanding obligations, while entities rated
"D" have a poor prospect for repaying all obligations.

Plus (+) and minus (-) signs may be appended to a rating symbol to denote relative status within the major rating
categories. Plus and minus signs are not added to the "AAA" category or to categories below "CCC," nor to
short-term ratings other than "F1" (see below).

INTERNATIONAL SHORT-TERM CREDIT RATINGS
The following ratings scale applies to foreign currency and local currency ratings. A short-term rating has a
time horizon of less than 12 months for most obligations, or up to three years for U.S. public finance
securities, and thus places greater emphasis on the liquidity necessary to meet financial commitments in a timely
manner.

F1: Highest credit quality. Strongest capacity for timely payment of financial commitments. May have an added "+"
to denote any exceptionally strong credit feature.

F2: Good credit quality. A satisfactory capacity for timely payment of financial commitments, but the margin of
safety is not as great as in the case of higher ratings.

F3: Fair credit quality. Capacity for timely payment of financial commitments is adequate. However, near-term
adverse changes could result in a reduction to non-investment grade.

B: Speculative. Minimal capacity for timely payment of financial commitments, plus vulnerability to near-term
adverse changes in financial and economic conditions.

C: High default risk. Default is a real possibility. Capacity for meeting financial commitments is solely reliant
upon a sustained, favorable business and economic environment.

D: Default. Denotes actual or imminent payment default.

Dominion Bond Rating Service Limited ("DBRS")

R-1: Short term debt rated "R-1 (high)" is of the highest credit quality, and indicates an entity which possesses
unquestioned ability to repay current liabilities as they fall due. Entities rated in this category normally
maintain strong liquidity positions, conservative debt levels and profitability which is both stable and above
average. Companies achieving an "R-1 (high)" rating are normally leaders in structurally sound industry segments
with proven track records, sustainable positive future results and no substantial qualifying negative factors.
Given the extremely tough definition which DBRS has established for an "R-1 (high)", few entities are strong
enough to achieve this rating. Short term debt rated "R-1 (middle)" is of superior credit quality and, in most
cases, ratings in this category differ from "R-1 (high)" credits to only a small degree. Given the extremely
tough definition which DBRS has for the "R-1 (high)" category (which few companies are able to achieve), entities
rated "R-1 (middle)" are also considered strong credits which typically exemplify above average strength in key
areas of consideration for debt protection. Short term debt rated "R-1 (low)" is of satisfactory credit quality.
The overall strength and outlook for key liquidity, debt and profitability ratios is not normally as favorable as
with higher rating categories, but these considerations are still respectable. Any qualifying negative factors
which exist are considered manageable, and the entity is normally of sufficient size to have some influence in
its industry.

R-2: Short term debt rated "R-2" is of adequate credit quality and within the three subset grades (high, middle,
low), debt protection ranges from having reasonable ability for timely repayment to a level which is considered
only just adequate. The liquidity and debt ratios of entities in the "R-2" classification are not as strong as
those in the "R-1" category, and the past and future trend may suggest some risk of maintaining the strength of
key ratios in these areas. Alternative sources of liquidity support are considered satisfactory; however, even
the strongest liquidity support will not improve the commercial paper rating of the issuer. The size of the
entity may restrict its flexibility, and its relative position in the industry is not typically as strong as the
"R-1 credit". Profitability trends, past and future, may be less favorable, earnings not as stable, and there are
often negative qualifying factors present which could also make the entity more vulnerable to adverse changes in
financial and economic conditions.

LONG TERM DEBT RATINGS.

These ratings are relevant for securities purchased by the Fund with a remaining maturity of 397 days or less, or
for rating issuers of short-term obligations.

A.M. Best Company, Inc.
Debt Ratings

A Best's Long-Term Debt Rating (issue credit rating) is an opinion as to the issuer's ability to meet its
financial obligations to security holders when due. These ratings are assigned to debt and preferred stock
issues.

Ratings from "aa" to "ccc" may be enhanced with a "+" (plus) or "-" (minus) to indicate whether credit quality is
near the top or bottom of a category. A company's Long-Term Credit Rating also may be assigned an Under Review
modifier ("u") that generally is event-driven (positive, negative or developing) and indicates that the company's
Best's Rating opinion is under review and may be subject to near-term change.

A.M. Best's Long-Term Credit Rating Scale is used when assigning a Best's Long-Term Debt Rating. The list below
outlines the specific ratings and descriptions in this area.

Long-Term Debt Ratings
Investment Grade Non-Investment Grade
aaa (Exceptional) bb (Speculative)
aa (Very Strong) b (Very Speculative)
a (Strong) ccc, cc, c (Extremely Speculative)
bbb (Adequate) d (In Default)

Note: Debt Ratings displayed with an (i) denote indicative ratings
A Best's Short-Term Debt Rating is an opinion as to the issuer's ability to meet its obligations having
maturities generally less than one year, such as commercial paper. The list below outlines the specific ratings
in this area along with the associated descriptions.

Short-Term Debt Ratings
Investment Grade Non-Investment Grade
AMB-1+ (Strongest) AMB-4 (Speculative)
AMB-1 (Outstanding) d (In Default)
AMB-2 (Satisfactory)
AMB-3 (Adequate)

Issuer Credit Ratings

A Best's Long-Term Credit Rating is an opinion as to the ability of the rated entity to meet its senior
obligations. These ratings are assigned to insurance companies, holding companies, or other legal entities
authorized to issue financial obligations.
Ratings from "aa" to "ccc" may be enhanced with a "+" (plus) or "-" (minus) to indicate whether credit quality is
near the top or bottom of a category. A company's Long-Term Issuer Credit Rating also may be assigned an Under
Review modifier ("u") that generally is event-driven (positive, negative or developing) and indicates that the
company's Best's Rating opinion is under review and may be subject to near-term change.
A.M. Best's Long-Term Issuer Credit Rating scale is used when assigning a Best's Issuer Credit Rating (ICR). The
list below outlines the specific ratings in this area along with the associated descriptions.

Non-Insurance Company Insurance Company
Issuer Credit Ratings Issuer Credit Ratings
Investment Grade Non-Investment Grade Investment Grade Non-Investment Grade
aaa (Exceptional) bb (Speculative) aaa (Exceptional) bb (Fair)
aa (Very Strong) b (Very Speculative) aa (Superior) b (Marginal)
a (Strong) ccc, cc, c (Extremely a (Excellent) ccc, cc (Weak)
Speculative)
bbb (Adequate) d (In Default) bbb (Very Good) c (Poor)
d (In Default)

A Best's Short-Term Issuer Credit Rating is an opinion as to the ability of the rated entity to meet its senior
financial committments on obligations maturing in generally less than one year. The list below outlines the
specific ratings in this area along with the associated descriptions.

Short-Term Issuer Credit Ratings
Investment Grade Non-Investment Grade
AMB-1+ (Strongest) AMB-4 (Speculative)
AMB-1 (Outstanding) d (In Default)
AMB-2 (Satisfactory)
AMB-3 (Adequate)

Internet Website:
www.oppenheimerfunds.com

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

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

Transfer Agent
OppenheimerFunds Services
P.O. Box 5270
Denver, Colorado 80217
(1.800.645.2028)

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

Independent Registered Public Accounting Firm
KPMG LLP
707 Seventeenth Street
Suite 2700
Denver, Colorado 80202

Counsel to the Funds
Mayer Brown LLP
1675 Broadway
New York, New York 10019
1234
PX0647.001.0907

(1) In accordance with Rule 12b-1 of the Investment Company Act, the term "Independent Trustees" in this
Statement of Additional Information refers to those Trustees who are not "interested persons" of the Fund and who
do not have any direct or indirect financial interest in the operation of the distribution plan or any agreement
under the plan.