Oppenheimer
Portfolio Series
Fixed Income Active Allocation Fund


Prospectus dated December 19, 2007


                                         Oppenheimer Portfolio Series Fixed
                                         Income Active Allocation Fund (the
                                         "Fund") is a mutual fund that will
                                         seek to provide total return.










                                         This prospectus contains important
                                         information about the Fund's
                                         objectives, investment policies,
                                         strategies and risks. It also contains
                                         important information about how to buy
                                         or sell shares of the Fund and other
                                         account features. Please read this
                                         prospectus carefully before you invest
                                         and keep it for future reference about
As with all mutual funds, the            your account.
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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                                                       The Right Way to Invest






CONTENTS


            ABOUT THE FUND

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

            ABOUT YOUR ACCOUNT

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

            Special Investor Services
            AccountLink
            PhoneLink
            OppenheimerFunds Internet Website
            Retirement Plans

            How to Sell Shares
            By Mail
            By Telephone

            How to Exchange Shares
            Shareholder Account Rules and Policies
            Dividends, Capital Gains and Taxes
            Financial Highlights
            More Information About the Underlying Funds






 ABOUT THE FUND

THE FUND'S INVESTMENT OBJECTIVES AND PRINCIPAL INVESTMENT STRATEGIES

WHAT IS THE FUND'S INVESTMENT OBJECTIVE? The Fund seeks to provide total
return.

WHAT DOES THE FUND MAINLY INVEST IN? The Fund is a special type of mutual
fund known as a "fund of funds" because it invests in other mutual funds.
Under normal market conditions, OppenheimerFunds, Inc. (the "Manager"), the
investment manager of the Fund, will invest the Fund's assets in a
diversified portfolio of mutual funds. Those funds are referred to as the
"Underlying Funds." "Normal market conditions" exist when securities markets
and economic conditions are not unstable or adverse, in the judgment of the
Manager. The Fund will invest at least 80% of its net assets plus borrowings,
calculated on a "look through" basis, in fixed income securities. This is a
non-fundamental policy which will not be changed without providing 60 days'
notice to Fund shareholders.

The following table details the Underlying Fund options that are available to
the Fund.







Underlying Funds - Oppenheimer Portfolio Series
Fixed Income Active Allocation Fund
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Oppenheimer Core Bond Fund
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Oppenheimer Champion Income Fund
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Oppenheimer International Bond Fund
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Oppenheimer Master Loan Fund LLC

The fixed income investments by the Underlying Funds can include: domestic
and foreign corporate debt obligations; domestic and foreign government
bonds, including U.S. government securities; mortgage-related securities
(including collateralized mortgage obligations) issued by private issuers. In
general, these debt securities are referred to as "bonds." The Fund and the
Underlying Funds can invest in money market instruments, and the Underlying
Funds can also invest in other debt obligations, including high-yield debt
securities, that are below investment-grade (commonly referred to as "junk
bonds"). These investments are more fully explained in "About the Fund's
Investments," below, and in the registration statements of each Underlying
Fund.

The Fund currently seeks to achieve its objectives by allocating its assets
to Underlying Funds that invest primarily in debt instruments. The Fund will
seek to obtain the following target weightings: Oppenheimer Core Bond Fund,
44% of net assets, Oppenheimer Champion Income Fund, 12% of net assets,
Oppenheimer International Bond Fund, 12% of net assets and Oppenheimer Master
Loan Fund LLC, 12% of net assets.

Up to 20% of the Fund's net assets may be invested according to a tactical
allocation among the Underlying Funds or money market securities based on
recommendations made by the Manager. "Tactical Allocation," as used in this
prospectus, refers to a strategy that involves adjusting the asset mix to
take advantage of temporary market conditions that may present opportunities.
This tactical allocation portion will be invested in at least two Underlying
Funds. Additionally, the Manager could use derivatives, including futures
contracts, put and call options and forward contracts, to effect a tactical
allocation if it is determined that the Fund's transactions would be
detrimental to the Underlying Funds listed above. The Manager will select
Underlying Funds for the tactical allocation that, based on its proprietary
tactical asset allocation models (including computer aided models), it
believes will have the greatest potential for positive total returns.  The
tactical asset allocation models use quantitative techniques to identify and
validate trends in the prices of each Underlying Fund available for
investment.  There can be no assurance that the Underlying Funds selected by
these models will perform as anticipated.  The Underlying Funds selected may
in fact decline in value and detract from the performance of the Fund.

HOW DOES THE MANAGER DECIDE WHAT SECURITIES TO BUY OR SELL? Under normal
market conditions, the Manager seeks to achieve the Fund's objectives by
allocating the Fund's assets mainly among shares of the Underlying Funds
listed above in order to achieve a fixed income weighting positioning, as
described above.

For temporary periods, the Fund may hold a portion of its assets in cash,
money market securities or other similar, liquid investments. This will
generally occur at times when the Manager is unable to immediately invest
cash received from purchases of Fund shares or from redemptions of other
investments.

Allocations to individual Underlying Funds are determined by the Manager in
seeking to meet the investment objective of the Fund.  The Manager monitors
the Underlying Fund selections to ensure that they adhere to these asset
allocations over time, and periodically rebalances the Fund's investments in
the Underlying Funds to bring them back within their target weightings. In
response to changing market or economic conditions, the Manager may change
the Underlying Funds or the target weightings at any time, without prior
approval from or notice to shareholders. The Manager will allocate the Fund's
assets among the Underlying Funds to assure broad diversification within the
guidelines of the Fund's investment objective. This diversification will be
achieved by selecting Underlying Funds with different investment guidelines
and styles. The Manager will look to diversify both domestically and
internationally, among different investment styles and market capitalizations.

WHO IS THE FUND DESIGNED FOR? The Fund is designed primarily for investors
seeking total return. The fund may be an appropriate investment for you if
you want a professionally managed and diversified portfolio of mutual funds
investing in fixed income and other securities. While it may be appropriate
for a portion of a retirement plan investment, the Fund is not a complete
investment program.

CAN THE FUND'S INVESTMENT OBJECTIVE AND POLICIES CHANGE?  The Fund's Board of
Trustees can 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 (as defined in the
Investment Company Act of 1940, as amended (the "Investment Company Act")).
The Fund's investment objectives and principal investment strategies are not
fundamental policies. Unless otherwise stated in this prospectus or the
Statement of Additional Information, investment policies of the Fund are not
fundamental.

Certain investment objectives or strategies of the Underlying Funds may be
fundamental policies and others may be non-fundamental policies, as indicated
in each Underlying Fund's prospectus or Statement of Additional Information.
Each Underlying Fund's Board of Directors or Trustees can change
non-fundamental policies without shareholder approval, including without the
approval of the Fund.

Main Risks of Investing in the Fund

All investments have risks to some degree. The share prices of the Fund's
shares generally change daily based on the values of the Underlying Funds'
investments, which may be subject to a number of factors described below. By
investing in different types of Underlying Funds, the Fund has partial
exposure to the risks of different areas of the market. The Fund is also
subject to the risk that poor security selection by the Underlying Funds may
cause the Fund to underperform other funds having similar objectives.

RISKS OF INVESTING IN THE UNDERLYING FUNDS.  Each of the Underlying Funds in
which the Fund invests has its own investment risks, and those risks can
affect the value of the Underlying Funds' shares and therefore the value of
the Fund's shares. To the extent that the Fund invests more of its assets in
one Underlying Fund than in another, the Fund will have greater exposure to
the risks of that Underlying Fund. The investment objective and principal
investments of each of the Underlying Funds are described in the section
"More Information About the Underlying Funds." There is no guarantee that the
Underlying Funds will achieve their investment objectives. The risks of the
Underlying Fund's investments are described in the section "About the Fund's
Investments-The Fund's Principal Investment Policies and Risks." The
principal risks of an investment in the Fund is different from the principal
risks of an investment in any one of the individual Underlying Funds and are
described below.

      The Underlying Funds will pursue their investment objectives and
policies without the approval of the Fund. If an Underlying Fund were to
change its investment objective or policies, the Fund may be required to
redeem its shares of the Underlying Fund at a disadvantageous time.

ALLOCATION RISK. The Fund's ability to achieve its investment objective
depends upon the Manager's skill in selecting the best mix of Underlying
Funds. There is the risk that the Manager's evaluations and assumptions
regarding the Underlying Funds, performance may be incorrect in view of
actual market conditions.


AFFILIATED PORTFOLIO RISK. In managing the Fund, the Manager will have
authority to select and substitute Underlying Funds. The Manager may be
subject to potential conflicts of interest in selecting Underlying Funds
because the fees paid to it by some Underlying Funds are higher than the fees
paid by other Underlying Funds. However the Manager's fund-of-funds committee
monitors the investment process, identifies, addresses, and resolves any
potential issues, and reports periodically to the Board of Trustees of the
Fund and the Boards of the Underlying Funds. The Fund's Board and the Boards
of the Underlying Funds may have some or all of the same individuals as
members. At times, the Board of the Fund may need to consider situations in
which the interests of the Fund conflict with the interests of an Underlying
Fund. At such times, those Board members may be required to consider the best
interests of the shareholders of both the Fund and the Underlying Fund, which
may limit the Board's actions on behalf of the Fund and have a negative
affect on its performance. The Manager and the Board recognize that Fund
actions or policies that adversely affect an Underlying Fund may also have an
adverse affect on the Fund and on the performance of its investment in that
Underlying Fund.


RISKS OF INVESTING IN FIXED INCOME SECURITIES. Fixed income (debt) securities
held by the Underlying Funds may be subject to credit risk, interest rate
risk, and prepayment risk. Credit risk relates to the ability of the issuer
of a security to make interest and principal payments on the security as they
become due. If an issuer fails to pay interest or to repay principal, the
Underlying Fund's income or share value might be reduced. The value of debt
securities are also subject to change when prevailing interest rates change.
When prevailing interest rates fall, the values of already-issued debt
securities generally rise. When prevailing interest rates rise, the values of
already-issued debt securities generally fall, and they may sell at a
discount from their face amount or from the amount the Underlying Fund paid
for them. When interest rates fall, the issuers of mortgage-related debt
securities may prepay principal to the Underlying Fund more quickly than
expected and the Underlying Fund may be required to reinvest the proceeds at
a lower interest rate.

HOW RISKY IS THE FUND OVERALL? The risks described above and the risks of
investing in the Underlying Funds in which the Fund invests collectively form
the overall risk profile of the Fund. However, the allocation strategies that
the Manager employs for the Fund are designed to allow risks to be offset by
one another. For example, the downward movement in one security or investment
type may be offset by the upward movement in another. So while the Underlying
Funds have certain risk characteristics, the Manager's strategy of allocating
Fund assets to different Underlying Funds may allow those risks to be offset.
The Fund's risks mean that you can lose money by investing in the Fund. When
you redeem your shares, they may be worth more or less than what you paid for
them. There is no assurance that the Fund will achieve its investment
objectives. In the OppenheimerFunds spectrum, the Fund is generally more
conservative than an equity or balanced fund but may be more volatile than a
money market fund.

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

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

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 administration, distribution of its shares
and other services. Those expenses are subtracted from the Fund's assets to
calculate the Fund's net asset value per share. All shareholders therefore
pay those expenses indirectly. In addition, the Fund will indirectly bear its
pro-rata share of some of the expenses of the Underlying Funds in which it
invests. Shareholders pay other expenses directly, such as sales charges.
The numbers below are based on the Fund's current fiscal year and are
estimated because the Fund is a new fund.

Shareholder Fees (charges paid directly from your investment):
                                Class A    Class B  Class C  Class N  Class Y
                                  Shares    Shares   Shares   Shares   Shares
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Maximum Sales Charge (Load) on
purchases (as % of offering       4.75%      None     None     None     None
price)
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Maximum Deferred Sales Charge
(Load)                           None(1)    5%(2)    1%(3)    1%(4)     None
(as % of the lower of the
original offering price or
redemption proceeds)


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


                                   Class A    Class B  Class C  Class N   Class Y
                                     Shares    Shares   Shares   Shares    Shares
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Management Fees(5)                   0.04%     0.04%    0.04%     0.04%    0.04%
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Distribution and/or Service          0.25%     1.00%    1.00%     0.50%    0.00%
(12b-1) Fees
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Other Expenses(6)                    0.25%     0.25%    0.25%     0.25%    0.25%
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Acquired Fund Fees and Expenses(7)   0.51%     0.51%    0.51%     0.51%    0.51%
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Total Annual Operating Expenses(8)   1.05%     1.80%    1.80%     1.30%    0.80%

Expenses may vary in future years. Because the Fund is a new fund with no
operating history, the rates for management fees are the maximum that can be
charged. The Annual Fund Operating Expenses tables include the fees directly
incurred by the Fund and the Acquired Fund Fees and Expenses incurred
indirectly by the Fund through its investments in shares of Underlying
Funds.  The Acquired Fund Fees and Expenses are based on an estimate of the
total annual expense ratio, without giving effect to any waivers or
reimbursements, of Underlying Funds in which a Fund expects to invest during
its current fiscal year.  In addition, any material changes to the Fund's
asset allocation in the Underlying Funds could increase or decrease the
Acquired Fund Fees and Expenses.

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

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




If shares are redeemed:   1 Year   3 Years
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Class A Shares             $578      $795
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Class B Shares             $685      $871
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Class C Shares             $285      $571
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Class N Shares             $233      $415
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Class Y shares              $82      $256


If shares are not
redeemed:                 1 Year   3 Years
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Class A Shares             $578      $795
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Class B Shares             $185      $571
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Class C Shares             $185      $285
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Class N Shares             $133      $415
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Class Y Shares              $82      $256

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

1. A Class A contingent deferred sales charge may apply to redemptions of
  investments of $1million or more or to certain retirement plan redemptions.
  See "How to Buy Shares" for details.
2. Applies to redemptions in the first year after purchase. The contingent
  deferred sales charge declines from 5% to 1% during years one through six
  and is eliminated after that.
3. Applies to shares redeemed within 12 months of purchase.
4. Applies to shares  redeemed  within 18 months of a retirement  plan's first
  purchase of Class N shares.
5. Under the investment advisory  agreement,  the Manager receives an advisory
  fee equal to 0.50% of the average annual net assets of the Fund,  reduced by
  the amount of  advisory  fees paid to the  Manager by the  Underlying  Funds
  relating to the Fund's assets  invested in the  Underlying  Funds.  However,
  the management fee will not be reduced below zero.
6. "Other Expenses" include transfer agent fees, custodial fees, and
  accounting and legal expenses that the Fund pays. The Transfer Agent has
  voluntarily undertaken to the Fund to limit the transfer agent fees to
  0.35% of average daily net assets per fiscal year for all classes. That
  undertaking may be amended or withdrawn at any time.
7.    For purposes of this table, the calculation of the Acquired Fund Fees
  and Expenses are based on the Fund's estimated holdings of Acquired Funds
  during its fiscal year. For purposes of this table, the term "Acquired
  Funds" is intended to cover the Underlying Funds and certain other pooled
  investment vehicles, but not securities, such as structured finance
  products, collateralized debt obligations or other securities not
  traditionally considered investment companies or private investment
  companies. "Acquired Fund Fees and Expenses" are estimates of the fees and
  expenses (based on estimates of the total annual expense ratios, without
  giving effect to any waivers or reimbursements), of the Underlying Funds in
  which the Fund expects to invest during its first full fiscal year. Those
  expenses will be incurred indirectly by the Fund. Any material changes to
  the Fund's asset allocation to the Underlying Funds could increase or
  decrease the amounts of those expenses and the actual amounts may vary from
  these estimates.
8. The Manager has voluntarily undertaken to waive fees and/or reimburse the
  Fund for certain expenses so that Total Annual Operating Expenses as a
  percentage of average daily net assets will not exceed the following annual
  rates: 1.10% for Class A, 1.85% for Class B, 1.85% for Class C, 1.35%
  for Class N and 1.00% for Class Y. The Manager may modify or terminate that
  undertaking at any time without notice to shareholders, but will not recover
  waived fees in subsequent fiscal periods.  Those expense limitations do not
  include extraordinary expenses and other expenses not incurred in the ordinary
  course of the Fund's business.  Notwithstanding the foregoing limits, the
  Manager is not required to waive or reimburse Fund expenses in excess of
  indirect management fees earned from investments in Underlying Funds.

About the Fund's Investments

THE FUND'S PRINCIPAL INVESTMENT POLICIES AND RISKS.  The allocation of the
different types of investments will vary over time based upon the Manager's
evaluation of economic and market trends. The Fund might not always include
all of the different types of investments described in this prospectus. The
Statement of Additional Information contains more detailed information about
the Fund's investment policies and risks.

Investments in the Underlying Funds. Under normal circumstances, the Fund
invests in diversified portfolios made up of varying allocations of
investments in the Underlying Funds. The Underlying Funds were chosen based
on the Manager's determination that they could provide the diversification
needed to implement the allocation strategies of the Fund. The choice of
Underlying Funds, the objectives and policies of the Underlying Funds, and
the Fund's allocations to the Underlying Funds may change from time to time
without approval by the Fund's shareholders.

INVESTMENTS IN FIXED INCOME SECURITIES. Certain of the Underlying Funds
emphasize investments in debt securities, such as government securities and
corporate bonds and debentures. The Underlying Funds might also buy
short-term debt securities for liquidity purposes pending the purchase of new
investments or to have cash to pay for redemptions of the Underlying Fund's
shares. Some Underlying Funds can invest without limit in debt securities
rated below investment grade by Moody's Investors Service, Inc., Standard &
Poor's Rating Service or other nationally recognized rating organizations, or
unrated securities that the Manager considers to be of equivalent quality.
Below investment grade securities (commonly referred to as "junk bonds") are
subject to a greater risk of default by the issuer than investment-grade
securities.

Interest Rate Risk. The values of debt securities are subject to change when
prevailing interest rates change. When interest rates fall, the values of
outstanding debt securities generally rise. When interest rates rise, the
values of outstanding debt securities generally fall, and those securities
may sell for less than the Underlying Fund paid for them. An Underlying
Fund's share prices may go up or down when interest rates change because of
the effect of those changes on the value of the Underlying Fund's investments
in debt securities.

These fluctuations will often be greater for longer-term debt securities than
for shorter-term debt securities. When the average maturity of the Underlying
Fund's portfolio is longer, its shares prices may fluctuate more when
interest rates change. An Underlying Fund may also buy zero-coupon or
"stripped" securities, which may be particularly sensitive to interest rate
changes. Interest rate changes may have different effects on the values of
mortgage-related securities because of prepayment and extension risks.

o     Prepayment Risk. Mortgage-related securities are subject to the risk of
      unanticipated prepayment. That is the risk that when interest rates
      fall, borrowers will prepay the mortgages that underlie these
      securities more quickly than expected, causing the issuer of the
      security to repay the principal to the Underlying Fund prior to the
      security's expected maturity. The Underlying Fund may need to reinvest
      the proceeds at a lower interest rate, reducing its income.
      Mortgage-related securities subject to prepayment risk generally offer
      less potential for gains when prevailing interest rates fall. If an
      Underlying Fund buys mortgage-related securities at a premium,
      accelerated prepayments on those securities could cause the Underlying
      Fund to lose a portion of its principal investment represented by the
      premium. Interest-only and principal-only mortgage-backed securities,
      which certain Underlying Funds may buy, are especially sensitive to
      interest rate changes, which can affect not only their prices but can
      also change the income flows and prepayment assumptions about those
      investments.

o     Extension Risk. If interest rates rise rapidly, repayments of mortgages
      may occur at a slower rate than expected and the expected maturity of
      mortgage-related securities could lengthen as a result.
      Mortgage-related securities generally have a greater potential for loss
      when prevailing interest rates rise. That could cause the value of an
      Underlying Fund's shares to fall.

o     Credit Risk. Debt securities are also subject to credit risk. Credit
      risk is the risk that the issuer of a security might not make interest
      and principal payments on the security as they become due. Securities
      directly issued by the U.S. Treasury and certain agencies that are
      backed by the full faith and credit of the U.S. government have little
      credit risk, and securities issued by other agencies of the U.S.
      government generally have low credit risks. Securities issued by
      private issuers generally have greater credit risks than government
      issued securities.

      If an issuer fails to pay interest, an Underlying Fund's income might
      be reduced, and if an issuer fails to repay principal, the values of
      that security and of the Underlying Fund's shares might fall.
      High-yield, lower-grade debt securities are especially subject to risks
      of default. A downgrade in an issuer's credit rating or other adverse
      news about an issuer can reduce the market value of that issuer's
      securities. Securities issued by U.S. government agencies or
      instrumentalities carry an implied credit support from the U.S.
      government. These government agencies and instrumentalities are
      currently subject to a degree of focus by the U.S. Treasury, the U.S.
      Congress and the regulatory agencies which oversee those government
      agencies and instrumentalities. It is possible that the implied credit
      support of the U.S. government could be modified or withdrawn. However,
      at this time the likelihood of that event cannot be predicted at this
      time. In the event that the implied credit support is modified or
      withdrawn, those securities may be subject to a credit downgrade and
      the value of those securities may decline.

o     Special Risks of Lower-Grade Securities. The Underlying Funds that may
      invest in junk bonds may have greater credit risks than funds that buy
      only investment-grade bonds. Lower-grade debt securities may be subject
      to greater price fluctuations and risks of loss of income and principal
      than investment-grade debt securities. Securities that are below
      investment grade are exposed to a greater risk that the issuer might
      not meet its debt obligations or might default. There may be less of a
      market for lower grade securities, making it harder to value them or
      sell them at an acceptable price and possibly exposing an Underlying
      Fund to "price arbitrage" attempts as described above. Additionally,
      these securities may be subject to a greater risk of default. These
      risks may reduce an Underlying Fund's share price and the income it
      earns.

Loans.  An Underlying Fund may invest in loans made to U.S. and foreign
borrowers that are corporations, partnerships or other business entities.
The Underlying Fund may invest directly in loans (as an original lender or by
assignment from a lender) or, like other Underlying Funds, indirectly in
loans through loan participation agreements or certain derivative
instruments.  The Underlying Fund will invest in floating (sometimes referred
to as "adjustable") rate loans that pay interest at rates that float above
(or are adjusted periodically based on) a benchmark that reflects current
interest rates and may invest in loans with fixed interest rates.

o     Credit Risk.  Loans are subject to credit risk relating to the ability
      of the borrower under a loan or the issuer of a debt security to make
      interest and principal payments on the loan or security as they become
      due.  If the borrower or issuer fails to pay interest, the Underlying
      Fund's income might be reduced.  If the borrower or issuer fails to
      repay principal, the value of that debt obligation and the net asset
      value of the Underlying Fund's Shares might be reduced.  A downgrade in
      a borrower's or issuer's credit rating or other adverse news can reduce
      the value of that borrower's loans or that issuer's securities.

o     Risks of Default on Loans.  Loans generally hold the most senior
      position in a borrower's capital structure. Borrowers generally are
      required contractually to pay the holders of Loans before they pay the
      holders of corporate bonds or subordinated debt, trade creditors, and
      preferred or common stockholders.  However, the Underlying Fund is
      subject to the risk that the borrower under a loan will default on
      scheduled interest or principal payments.  For adjustable rate loans,
      the risk of default will increase in the event of a substantial
      increase in interest rates.  Certain of the loans that the Underlying
      Fund purchases will be backed by collateral.    However, the value of
      the collateral may decline after the Underlying Fund buys the loan,
      particularly if the collateral consists of equity securities of the
      borrower or its affiliates.  If a borrower defaults, insolvency laws
      may limit the Underlying Fund's access to the collateral, or the
      lenders may be unable to liquidate the collateral.  If the collateral
      loses some or all of its value, if the Underlying Fund is unable to
      access the collateral, or if the collateral received is illiquid, the
      collateral may not be sufficient to protect the Underlying Fund in the
      event of a default of scheduled interest or principal payments.  Also,
      the Underlying Fund can invest in loans that are not collateralized,
      which are subject to greater risks than collateralized loans.

o     Interest Rate Risk.  In general, the value of a loan changes as
      prevailing interest rates change. For fixed-rate loans, when prevailing
      interest rates fall, the values of already-issued debt securities
      generally rise.  When prevailing interest rates rise, the values of
      already-issued loans generally fall, and they may sell at a discount
      from their face amount.  Fixed-rate debt obligations the Underlying
      Fund buys are subject to this risk.

      The Underlying Fund invests in loans with floating or adjustable
      interest rates.  The Manager expects that when interest rates change,
      the values of these loans will fluctuate less than the values of
      fixed-rate loans and debt securities, and that the net asset value of
      the Underlying Fund's shares will fluctuate less than the shares of
      funds that invest only in fixed-rate debt obligations.  However, the
      interest rates of some floating rate loans adjust only periodically.
      Between the times that interest rates on these loans adjust, the
      interest rates may not correlate to prevailing interest rates.  That
      will affect the value of these loans and may cause the net asset value
      of the Underlying Fund's shares to fluctuate.

o     Prepayment Risk.  Loans usually have mandatory and optional prepayment
      provisions. If a borrower prepays a loan, the Underlying Fund will have
      to reinvest the proceeds in other loans or securities that may pay
      lower interest rates.  However, prepayment and facility fees the
      Underlying Fund receives may help reduce any adverse impact on the
      Underlying Fund's yield.  Because the interest rates on certain loans
      adjust periodically, the Manager believes that the Underlying Fund
      should generally be able to reinvest prepayments in loans that have
      yields similar to those that have been prepaid.

o     Highly Leveraged Loans and Insolvent Borrowers.  The Underlying Fund
      can invest in loans made in connection with highly leveraged
      transactions.  These transactions may include operating loans,
      leveraged buyout loans, leveraged capitalization loans and other types
      of acquisition financing.  These loans are subject to greater credit
      and liquidity risks than other loans.

      The Underlying Fund can also invest in loans of borrowers that are
      experiencing, or are likely to experience, financial difficulty.  In
      addition, the Underlying Fund can invest in loans of borrowers that
      have filed for bankruptcy protection or that have had involuntary
      bankruptcy petitions filed against them by creditors.  Various laws
      enacted for the protection of debtors may apply to loans. A bankruptcy
      proceeding against a borrower could delay or limit the ability of the
      Underlying Fund to collect the principal and interest payments on that
      borrower's loans.  If a lawsuit is brought by creditors of a borrower
      under a loan, a court or a trustee in bankruptcy could take certain
      actions that would be adverse to the Underlying Fund.

o     Limited Availability of Loans. Investments in loans may be limited.
      There is a risk that the Underlying Fund may not be able to meet its
      minimum allocation to loans.  The limited availability of loans may be
      due to a number of factors.  Direct lenders may allocate only a small
      number of loans to new investors, including the Underlying Fund.  There
      may be fewer loans available for investment that meet the Underlying
      Fund's standards, particularly in times of economic downturns.  Also,
      lenders or agents may have an incentive to market the less desirable
      loans to investors such as the Underlying Fund while retaining
      attractive loans for themselves.  This would reduce the amount of
      suitable investments for the Underlying Fund.

Borrowing. Certain Underlying Funds can borrow money to pay redemption
requests and for other permitted purposes.  Borrowing money involves
transaction and interest costs that will be borne by the Underlying Funds.
To establish a line of credit, an Underlying Fund will have to pay various
fees and expenses including a commitment fee to maintain the line of credit
and interest on any amounts paid under the line of credit.  To the extent
that the Underlying Fund incurs borrowing costs, the Underlying Fund's
returns will be adversely affected.  There is no guarantee that the line of
credit will be available in whole or in part to pay withdrawal requests or
for other permitted purposes.

Borrowing may entail other risks. Lenders to the Underlying Funds will have
preference over the Underlying Funds' shareholders as to payments of interest
and repayments of principal on amounts that an Underlying Fund borrows and
preference to the Underlying Fund's assets in the event of its liquidation.
Lending terms may limit an Underlying Fund's ability to pay dividends to
shareholders.  Lending agreements may also grant the lenders certain voting
rights if the Fund defaults in the payment of interest or principal on the
loan.

Foreign Debt Securities. Some of the Underlying Funds may invest in a variety
of debt securities issued by foreign governments and companies, as well as
"supra-national" entities, such as the World Bank. They can include bonds,
debentures, and notes, including derivative investments called "structured"
notes, described below. The Underlying Fund's foreign debt investments may be
denominated in U.S. dollars or in foreign currencies and can include "Brady
Bonds." Those are U.S.-dollar denominated debt securities collateralized by
zero-coupon U.S. Treasury securities. They are typically issued by emerging
market countries and are considered speculative securities with higher risks
of default.

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

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

     Additionally, if an Underlying Fund invests a significant amount of its
assets in foreign securities, it may be exposed to "time-zone arbitrage."
Time-zone arbitrage is an attempt by investors to take advantage of the
differences in value of foreign securities that might result from events that
occur after the close of the foreign securities market on which a foreign
security is traded and the before close of the New York Stock Exchange (the
"NYSE") that day when the Underlying Fund's net asset value is calculated. If
such time-zone arbitrage were successful, it might dilute the interests of
other shareholders. However, the Underlying Fund's use of "fair value
pricing" to adjust the closing market prices of foreign securities under
certain circumstances, to reflect what the Manager and the Board believe to
be their fair value may help deter those activities.

U.S. Government Securities. Not all of the U.S. government securities that
certain Underlying Funds buy are backed by the full faith and credit of the
U.S. government as to the payment of interest and repayment of principal.
Some are backed by the right of the entity to borrow from the U.S. Treasury.
Others are backed only by the credit of the issuing governmental entity. All
of these different types of securities, described below, are generally
referred to as "U.S. government securities" in this prospectus.
o     U.S. Treasury Obligations. These include Treasury bills (which have
      maturities of one year or less when issued), Treasury notes (which have
      maturities of more than one year and up to ten years when issued), and
      Treasury bonds (which have maturities of more than ten years when
      issued). All Treasury securities are backed by the full faith and
      credit of the United States as to the timely payment of interest and
      repayment of principal. Certain Underlying Funds can buy U.S. Treasury
      securities that have been "stripped" of their coupons, zero-coupon U.S.
      Treasury securities as described below, and Treasury Inflation
      Protection Securities.

o     Obligations Issued or Guaranteed by U.S. Government Agencies or
      Instrumentalities. Certain Underlying Funds can invest in both direct
      obligations and mortgage-related securities that have different levels
      of credit support from the U.S. government. Some of these securities
      are supported by the full faith and credit of the U.S. government, such
      as Government National Mortgage Association ("Ginnie Mae") pass-through
      mortgage certificates. Some 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"), Federal Home Loan
      Mortgage Corporation ("Freddie Mac") and Federal Home Loan Bank
      obligations. Others are supported only by the credit of the entity that
      issued them.

o     Mortgage-Related U.S. Government Securities. Certain Underlying Funds
      invest a significant amount of their assets in mortgage-related U.S.
      government securities. These include interests in pools of residential
      or commercial mortgages, in the form of collateralized mortgage-backed
      obligations ("CMOs") and other "pass-through" mortgage securities. CMOs
      have collateral to secure payment of interest and principal. They may
      be issued in different series with different interest rates and
      maturities. The collateral of U.S. government CMOs is either in the
      form of mortgage pass-through certificates issued or guaranteed by a
      U.S. agency or instrumentality or mortgage loans insured by a U.S.
      government agency.

      The prices and yields of CMOs are determined, in part, by assumptions
      about the cash flows from the payments on the underlying mortgages.
      Changes in interest rates may cause the rate of expected prepayments of
      those mortgages to change. Prepayment risk and extension risk,
      described above, can make the prices of CMOs and other mortgage-related
      securities very volatile when interest rates change. That volatility
      may affect an Underlying Fund's share price.

o     Forward Rolls. Certain Underlying Funds can enter into "forward roll"
      transactions with respect to mortgage-related securities. In this type
      of transaction, the Underlying Fund sells a mortgage-related security
      to a buyer for a specific settlement date and simultaneously agrees to
      repurchase a similar security on a future settlement date at a set
      price.

      During the period between the sale settlement date and the repurchase
      settlement date the Underlying Funds will not be entitled to receive
      interest and principal payments on the securities that have been sold.
      It is possible that the market value of the securities that an
      Underlying Fund has agreed to repurchase may decline below the price
      that the Underlying Fund is obligated to pay for the securities, or
      that the counterparty might default in its obligation. At any given
      time, a substantial portion of certain Underlying Fund's assets may be
      subject to these risks.

Private-Issuer Securities. Certain Underlying Funds may invest primarily in
debt securities issued by private issuers that do not offer any credit
backing of the U.S. government. These may include multi-class debt or
pass-through certificates secured by mortgage loans. They may be issued by
banks, savings and loans, mortgage bankers or special trusts. Certain
Underlying Funds can buy other types of asset-backed securities
collateralized by loans, other assets or receivables. Private issuer
securities are subject to the credit risks of the issuer. There is the risk
that the issuer may not make timely payment of interest or repay principal
when due, although in some cases those payment obligations may be supported
by insurance or guarantees. Certain Underlying Funds limit their investments
in private issuer securities to "investment-grade" securities, which are
rated within the four highest rating categories by Moody's Investors Service,
Inc. or Standard & Poor's Rating Service and to unrated securities that the
Manager deems comparable to rated securities in those categories. The
Underlying Funds are not automatically required to dispose of a security if
its rating falls after the Underlying Fund buys it. However, the Manager will
evaluate those securities to determine whether to keep them in the Underlying
Fund's portfolio.

Participation Interest in Loans. Certain Underlying Funds may invest in
securities that represent an undivided fractional interest in a loan
obligation of a borrower. They are typically purchased from banks or dealers
that have made the loan or are members of the loan syndicate. The loans may
be to foreign or U.S. companies. They are subject to the risk of default by
the borrower. If the borrower fails to pay interest or repay principal, an
Underlying Fund may lose money on its investment. No Underlying Fund will
invest more than 5% of its net assets in participation interests of any one
borrower.

Asset-Backed Securities. Certain Underlying Funds can buy asset-backed
securities, which are fractional interests in pools of loans and are
collateralized by the loans, other assets or receivables. They are typically
issued by trusts and special purpose corporations that pass the income from
the underlying pool to the purchasers. These securities are subject to the
risk of default by the issuer as well as by the borrowers of the underlying
loans in the pool, and to interest rate and prepayment risks.

"Structured" Notes. Some of the Underlying Funds may buy "structured" notes,
which are specially-designed to replicate the value of an index (such as a
currency or securities index) or a commodity. The terms of the instrument may
be negotiated, or "structured," by the purchaser and the borrower issuing the
note.

The values of these notes will fall or rise in response to the changes in the
value of the underlying security or index. The value of these notes may be
affected by events pertaining to the credit of the borrower, referred to as
"counter-party" risks. The values of these notes are also subject to interest
rate risks and therefore some of the Underlying Funds could receive more or
less than they originally invested when a note matures, or they might receive
less interest than the stated coupon payment if the underlying investment or
index does not perform as anticipated. The prices of these notes may be very
volatile and they may have a limited trading market, making it difficult for
an Underlying Fund to value them or sell them at an acceptable price.

Zero-Coupon and "Stripped" Securities. Some of the debt securities that
certain of the Underlying Funds may buy are zero-coupon bonds that pay no
interest and are issued at a substantial discount from their face value. They
may be issued by the U.S. government or private issuers. "Stripped"
securities are the separate income or principal components of a debt
security. Some mortgage related securities may be stripped, with each
component having a different proportion of principal or interest payments.
One class might receive all the interest and the other all the principal
payments. The securities that are entitled to only the principal payments may
be sold at a substantial discount from the market value of the initial
mortgage related security.

Zero-coupon and stripped securities are particularly sensitive to changes in
interest rates and may be subject to greater price fluctuations as a result
of interest rate changes than interest-bearing securities. Some of the
Underlying Funds may have to pay out the imputed income on zero-coupon
securities without receiving the actual cash currently. The value of
interest-only and principal-only securities mortgage related securities are
also very sensitive to changes in prepayments of the underlying mortgages.
The market for zero-coupon and stripped securities may be limited, making it
difficult for the Fund to sell its holdings at an acceptable price.

STOCK AND OTHER EQUITY INVESTMENTS. Certain Underlying Funds may invest in
common stocks or other types of equity securities, including preferred
stocks, rights and warrants, and securities convertible into common stock.
The issuers may be small, medium or large capitalization companies, as
defined in the particular Underlying Fund's prospectus. Not all Underlying
Funds define small- and mid-cap issuers in the same way. Some of the
Underlying Funds may buy securities issued by foreign companies and may
emphasize investments in "growth" securities or "value" securities.
o     Common Stock. Common stock represents an ownership interest in the
      issuer and fluctuates in price in response to conditions affecting the
      issuer or changes in equity markets in general. An Underlying Fund may
      invest in common stock to seek capital appreciation, dividend income or
      both. Common stock is generally subordinate to the other securities of
      an issuer.

o     Preferred Stock. Preferred stocks are a form of equity security that
      typically have a fixed dividend that may cause their prices to behave
      more like those of debt securities. Preferred stock dividends may be
      cumulative (they remain a liability of the company until they are paid)
      or non-cumulative. If prevailing interest rates rise, the fixed
      dividend on preferred stock may be less attractive, causing the price
      of preferred stocks to decline. The right to payment of dividends on
      preferred stock is generally subordinate to the rights of a
      corporation's debt securities.

o     Convertible Securities. Some of the Underlying Funds may also buy
      interest bearing securities that are convertible into common stock.
      While many convertible securities are debt securities, the Underlying
      Funds consider some of them to be "equity equivalents" because of their
      features allowing them to be converted into common stock. Convertible
      securities may be subject to the risks of the common stock of the
      issuer as well as to credit risk and interest rate risk.  The credit
      rating of an "equity equivalent" convertible security generally has
      less impact on the Underlying Fund's investment decisions than in the
      case of other debt securities.

      Some of the Underlying Funds may buy convertible securities rated below
      investment grade by Moody's Investors Service, Inc., Standard & Poor's
      Rating Service or other nationally recognized rating organizations (or,
      if they are unrated, having a comparable rating assigned by the
      Manager). Below investment grade securities junk bonds are subject to a
      greater risk of default by the issuer than investment-grade securities.

o     Special Risks of Investing in Equity Securities. Equity securities
      fluctuate in price and their short-term volatility at times may be
      great. To the extent that an Underlying Fund invests in equity
      securities, the value of the Underlying Fund's portfolio will be
      affected by changes in the stock markets. The value of the Underlying
      Fund's shares will fluctuate as the values of the Underlying Fund's
      portfolio securities change. The prices of individual stocks do not all
      move in the same direction uniformly or at the same time. Different
      stock markets may behave differently from each other. In addition to
      market risk, other factors can affect a particular stock's price, such
      as poor earnings reports by the issuer, loss of major customers, major
      litigation against the issuer, or changes in government regulations
      affecting the issuer or its industry.

Risks of Investing in Common Stock and other Equity Securities. The prices of
common stock and other equity securities fluctuate in response to changing
market conditions, and at times their short-term volatility may be great. An
Underlying Fund's emphasis on growth stocks or stocks issued by foreign
issuers or small- or mid-sized companies can also result in higher
volatility. Additionally, stocks of issuers in a particular industry may be
affected by changes in economic conditions that affect that industry more
than others, or by changes in government regulations, availability of basic
resources or supplies, or other events affecting that industry. Other factors
can affect a particular company's stocks price, such as poor earnings
reports, loss of a major customer, litigation against the issuer, or changes
in government regulations affecting the issuer or its industry.

Mortgage-Related Securities. Certain Underlying Funds can buy interests in
pools of residential or commercial mortgages, in the form of collateralized
mortgage obligations ("CMOs") and other "pass-through" mortgage securities.
They may be issued or guaranteed by the U.S. government or its agencies and
instrumentalities or by private issuers. CMOs that are U.S. government
securities have collateral to secure payment of interest and principal. They
may be issued in different series, each having different interest rates and
maturities. The collateral is either in the form of mortgage pass-through
certificates issued or guaranteed by a U.S. government agency or
instrumentality or mortgage loans insured by a U.S. government agency.

The prices and yields of CMOs are determined, in part, by assumptions about
the cash flows from the rate of payments of the underlying mortgages. Changes
in interest rates may cause the rate of expected prepayments of those
mortgages to change. In general, prepayments increase when general interest
rates fall and decrease when interest rates rise.

If prepayments of mortgages underlying a CMO occur faster than expected when
interest rates fall, the market value and yield of the CMO could be reduced.
Additionally, the Underlying Fund might have to reinvest the prepayment
proceeds in other securities paying interest at lower rates, which could
reduce the Underlying Fund's yield. The impact of prepayments on the price of
a security may be difficult to predict and may increase the volatility of the
price. Additionally, the Underlying Fund may buy mortgage-related securities
at a premium. Accelerated prepayments on those securities could cause the
Underlying Fund to lose a portion of its principal investment represented by
the premium the Underlying Fund paid.

When interest rates rise rapidly, and if prepayments occur more slowly than
expected, a short- or medium-term CMO can in effect become a long-term
security, subject to greater fluctuations in value. These prepayment risks
can make the prices of CMOs very volatile when interest rates change. The
prices of longer-term debt securities tend to fluctuate more than those of
shorter-term debt securities. That volatility will affect the Underlying
Fund's share prices.

Special Risks of Private-Issuer Mortgage-Backed Securities. CMOs and other
mortgage-related securities issued by private issuers are not U.S. government
securities, and are subject to greater credit risks than mortgage-related
securities that are U.S. government securities. Certain Underlying Funds can
invest in mortgage-backed securities issued by private issuers. Primarily
these include multi-class debt or pass-through certificates secured by
mortgage loans. They may be issued by banks, savings and loans, mortgage
bankers and other non-governmental issuers. Private issuer mortgage-backed
securities are subject to the credit risks of the issuers (as well as
interest rate risks and prepayment risks), although in some cases they may be
supported by insurance or guarantees.

Risks of Non-Diversification.  One of the Underlying Funds, Oppenheimer
International Bond Fund is "non-diversified" under the Investment Company
Act. Accordingly, this funds can invest a greater portion of their assets in
the debt securities of a single issuer than "diversified" funds.  To the
extent that this funds invests a relatively high percentage of their assets
in the securities of a single issuer or a limited number of issuers, the fund
is subject to additional risk of loss if those securities lose market value.

Money Market Instruments. To seek current income while preserving liquidity,
the Fund and the Underlying Funds can also invest in "money market
instruments," which are short-term, high-quality, dollar-denominated money
market instruments issued by the U.S. government, domestic and foreign
corporations and financial institutions, and other entities. These include
U.S. government securities, high-quality corporate debt securities having a
remaining maturity of one year or less, bankers' acceptances, commercial
paper, certificates of deposit, repurchase agreements, and other short-term
corporate debt obligations. While money market instruments generally have
lower risks than other fixed income securities, they may also offer lower
returns.

Investments in Institutional Money Market Fund.  The Fund and the Underlying
Funds also can invest their free cash balances in the Class E shares of
Oppenheimer Institutional Money Market Fund, to provide liquidity or for
defensive purposes. The Fund and the Underlying Funds invest in Oppenheimer
Institutional Money Market Fund rather than purchasing individual short-term
investments to try and seek a higher yield than it could obtain on its own.
Oppenheimer Institutional Money Market Fund is a registered open-end
management investment company, regulated as a money market fund under the
Investment Company Act, and is part of the Oppenheimer Family of Funds. It
invests in a variety of short-term, high-quality, dollar-denominated money
market instruments issued by the U.S. Government, domestic and foreign
corporation, other financial institutions, and other entities. Those
investments may be available to the Fund directly. At the time of an
investment, the Fund and the Underlying Funds cannot predict what the yield
of the Oppenheimer Institutional Money Market Fund will be because of the
wide variety of instruments that fund holds in its portfolio. The return that
would have been derived from other types of investments that would provide
liquidity. As shareholders, the Fund and the Underlying Funds will be subject
to their proportional share of the Oppenheimer Institutional Money Market
Fund's Class E expenses, including its advisory fee. However, the Manager
will waive a portion of the Underlying Funds' advisory fee to the extent of
their share of the Oppenheimer Institutional Money Market Fund's advisory fee.

DERIVATIVE INVESTMENTS. The Fund and each of the Underlying Funds may use
derivatives to seek increased returns or to try to hedge investment and
interest rate risks. The Underlying Funds have no stated limit on derivative
investments, but will comply with all applicable laws and regulations. There
is no target range of for indirect investment in derivatives at the Fund
level.

In general terms, a derivative investment is one whose value depends on (or
is derived from) the value of an underlying asset, interest rate, index,
commodity or currency. Options, futures, interest rate swaps, structured
notes, mortgage-related securities and forward contracts are examples of
derivatives that some of the Underlying Funds could use.

If the issuer of the derivative does not pay the amount due, an Underlying
Fund may lose money on the investment. Also, the underlying security or
investment on which the derivative is based, and the derivative itself, might
not perform the way the Manager expected it to perform. If that happens, an
Underlying Fund's share price could fall and it may realize less income than
expected. Some derivatives may be illiquid, making it difficult to value them
or sell them at an acceptable price. Using derivatives can increase the
volatility of an Underlying Fund's share price.

o     Hedging.  The Fund and some of the Underlying Funds can hedge using
         various strategies, including by buying and selling futures
         contracts, put and call options, and forward contracts.   The Fund
         and the Underlying Funds are not required to hedge to seek its
         objectives. The Statement of Additional Information contains more
         detailed information about these instruments and limits on their use
         by the Fund and some of the Underlying Funds.

         The Fund and some of the Underlying Funds could hedge for a number
         of purposes. They might do so to try to manage their exposure to the
         possibility that the prices of their portfolio securities may
         decline, or to establish a position in the securities market as a
         temporary substitute for purchasing individual securities.  The Fund
         and some of the Underlying Funds might do so to try to manage
         exposure to changing interest rates. Forward contracts can be used
         to try to manage foreign currency risks on a Fund's foreign
         investments.

         Options trading involves the payment of premiums and has special tax
         effects on a Fund. There are also special risks in particular
         hedging strategies. In writing a put, there is a risk that a Fund
         may be required to buy the underlying security at a disadvantageous
         price.  If the Manager used a hedging strategy at the wrong time or
         judged market conditions incorrectly, the strategy could reduce a
         Fund's return. A Fund could also experience losses if the prices of
         its futures and options positions are not correlated with its other
         investments or if it could not close out a position because of an
         illiquid market.

Futures and Options. The Fund and the Underlying Funds may use futures
contracts and put and call options to attempt to increase investment return,
and to manage exposure to changing interest rates, commodity prices,
securities prices, and other economic variables. Futures and options may be
considered derivative investments.

Certain Underlying Funds can purchase and sell commodity futures contracts,
forward contracts, options on futures contracts and options and futures on
commodity indices. Certain Underlying Funds can also buy and sell other types
of futures contracts and options relating to them.

Buying and Selling Put and Call Options. A call option gives the buyer the
right, but not the obligation, to purchase an underlying asset at a specified
price. A put option gives the buyer the right, but not the obligation, to
sell an underlying asset at a specified price. Selling a put or a call option
obligates the seller to respectively buy or sell an underlying asset at a
specified price if the option is exercised. Certain Underlying Funds may buy
and sell exchange-traded and over-the-counter options.

Certain Underlying Funds may sell ("write") calls if they are "covered." That
means the Underlying Fund already owns the securities that are subject to the
call. For other calls, an Underlying Fund must segregate liquid assets to
cover its potential obligation under the call. For certain Underlying Funds,
there is no limit on the amount of its total assets that may be subject to
"covered" calls. Certain Underlying Funds may also sell puts. In doing so, an
Underlying Fund must segregate liquid assets to cover its obligations under
the put. No more than 50% of any Underlying Fund's total assets may be
subject to puts that it sells.

Futures Contracts. A commodity futures contract obligates the seller to
deliver at a specified date a specified quantity of a commodity at a
specified price. In practice, only a very small percentage of all futures
contracts result in actual delivery of the underlying commodity. At the
maturity of a futures contract, the Fund and an Underlying Fund may either
accept or make delivery of the asset specified in the contract, or at or
prior to maturity enter into a closing transaction involving the purchase or
sale of an offsetting contract. Closing transactions with respect to futures
contracts are effected on a commodities exchange; a clearing corporation
associated with the exchange assumes responsibility for closing out such
contracts.

Forward Contracts. Certain Underlying Funds may invest in forward contracts
to buy or sell foreign currency for future delivery at a fixed price. An
Underlying Fund may use them to try to
"lock in" the U.S. dollar price of a security denominated in a foreign
currency that the Underlying Fund has purchased or sold, or to protect
against possible losses from changes in the relative value of the U.S. dollar
and a foreign currency. Certain Underlying Funds may also use "cross
hedging," a technique that seeks to hedge against changes in currencies other
than the currency in which a security is denominated. The use of forward
contracts may reduce the gain on an investment that would otherwise result
from a change in the relationship between the U.S. dollar and the foreign
currency in which the investment is denominated or may not fully offset a
loss resulting from the change in the relative value.

Swap Transactions. Swap transactions are privately negotiated agreements
between an Underlying Fund and a counterparty to exchange or swap investment
cash flows or assets at specified intervals in the future. The obligations
may extend beyond one year.

There is no central exchange or market for swap transactions and therefore
they are less liquid investments than exchange-traded instruments. If an
Underlying Fund were to sell a swap it owned to a third party, the Underlying
Fund would still remain primarily liable on the obligations underlying the
swap contract. Additionally, the Underlying Fund would bear the risk that the
counterparty might default under a swap agreement.

Certain Underlying Funds may enter into credit default swaps, both (i)
directly and (ii) indirectly in the form of a swap embedded within a
structured security to protect against the risk that a debt security will
default. An Underlying Fund pays a fee to enter into the trade and receives a
fixed payment during the life of the swap. If there is a credit event (for
example, the security fails to timely pay interest or principal), the
Underlying Fund either delivers the defaulted bond (if the Underlying Fund
has taken the short position in the credit default swap, also known as
"buying credit protection") or pays the par amount of the defaulted bond (if
the Underlying Fund had taken the long position in the credit default swap,
also know as "selling credit protection"). Risks of credit default swaps
include the cost of paying for credit protection if there are no credit
events, and adverse pricing when purchasing bonds to satisfy its delivery
obligation where the Underlying Fund took a short position in the swap and
there has been a credit event.

Certain Underlying Funds can engage in total return swaps. A total return
swap gives an Underlying Fund the right to receive the appreciation in value
of an asset in return for paying a fee to the counterparty. The fee paid by
the Underlying Fund will typically be determined by multiplying the face
value of the swap agreement by an agreed-upon interest rate. If the asset
declines in value over the term of the swap, the Underlying Fund would also
be required to pay the dollar value of the that decline to the counterparty.

The applicable Underlying Funds intend to invest in swap transactions only if
they are excluded from regulation by the Commodity Futures Trading Commission
under the Commodity Exchange Act and the rules thereunder.

Risks of Leverage. Certain derivatives that some Underlying Funds may buy
involve a degree of leverage.  Economic leverage occurs when an investor has
the right to a return on an investment that exceeds the return that the
investor would be expected to receive based on the amount contributed to the
investment. Economically leveraged investments can increase the gain or the
loss associated with changes in the value of an underlying economic variable.
Underlying Funds have limits on the leverage ratio of each investment they
can buy as well as on their overall portfolio.

Repurchase Agreements. One of the Underlying Funds, Oppenheimer Master Loan
Fund LLC can enter into repurchase agreements for investment purposes. They
also may be used for cash management purposes or in swap transactions for
liquidity. In a repurchase transaction, an Underlying Fund buys a security
and simultaneously sells it to the seller for delivery at a future date.
Repurchase agreements must be fully collateralized. However, if the seller
fails to pay the resale price on the delivery date, the Underlying Fund may
incur costs in disposing of the collateral and may experience losses if there
is any delay in its ability to do so. If the default on the part of the
seller is due to its bankruptcy, the Underlying Fund's ability to liquidate
the collateral may be delayed or limited.

Investments By "Funds of Funds." Class Y shares of certain Underlying Funds
may also be offered as an investment to other Oppenheimer funds that act as
"funds of funds." The Boards of Directors or Trustees of those Underlying
Funds have approved making each Underlying Fund's shares available as an
investment to the Fund and to such other funds of funds, which may invest
significant portions of their assets in shares of the Underlying Funds, as
described in their respective prospectuses. The Fund and other funds of
funds, individually and/or collectively, may own significant amounts of those
Underlying Fund's shares from time to time. Funds of funds typically use
asset allocation strategies under which they may increase or reduce the
amount of their investment in the Underlying 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 an Underlying Fund as a
result of the activity of other investors and the Underlying Fund's
then-current liquidity, those purchases and redemptions of an Underlying
Fund's shares by the Fund and/or such other funds of funds could require the
Underlying Fund to purchase or sell portfolio securities, increasing its
transaction costs and possibly reduce its performance, if the size of those
purchases and redemptions were significant relative to the size of the
Underlying Fund.

Industry and Sector Focus. At times, some of the Underlying Funds may
increase the relative emphasis of their investments in a particular industry,
group of industries or sector. Securities of issuers in a particular industry
or sector might be affected by changes in economic conditions or by changes
in government regulations, availability of basic resources or supplies, or
other events that affect that industry or sector more than others. If an
Underlying Fund has a greater emphasis on investments in a particular
industry or sector, its share value may fluctuate in response to events
affecting that industry or sector to a greater extent than the share value of
funds without such an emphasis.

OTHER INVESTMENT STRATEGIES. To seek their objectives, the Underlying Funds
may also use certain of the investment techniques and strategies described
below. The Manager of an Underlying Fund might not always use all of the
strategies described below. These investments and techniques have their own
risks, although some are designed to help reduce overall investment or market
risks.

Illiquid and Restricted Securities. Investments may be illiquid because they
do not have an active trading market, making it difficult to value them or
dispose of them promptly at an acceptable price. Restricted securities may
have terms that limit their resale to other investors or may require
registration under applicable securities laws before they may be sold
publicly. Neither the Fund nor the Underlying Funds that can invest in
illiquid or restricted securities will invest more than 15% of net assets in
such securities. Certain restricted securities that are eligible for resale
to qualified institutional purchasers may not be subject to that limit. The
Manager monitors Underlying Funds' holdings of illiquid securities on an
ongoing basis to determine whether to sell any holdings to maintain adequate
liquidity.

Loans of Portfolio Securities.  Some of the Underlying Funds have entered
into a Securities Lending Agreement with JPMorgan Chase. Under that
agreement, securities in the portfolio of an Underlying Fund may be loaned to
brokers, dealers and other financial institutions. The Securities Lending
Agreement provides that loans must be adequately collateralized and may be
made only in conformity with the Underlying Fund's Securities Lending
Guidelines, adopted by its Board of Directors or Trustees. The value of the
securities loaned may not exceed 25% of the value of the Underlying Fund's
net assets.

Purchases & Sales by Other Funds.  An Underlying Fund may have investment
policies similar to those of another Underlying Fund and/or other funds
advised by the Manager. If one of those other funds purchases or sells a
particular security at the same time that the Underlying Fund is purchasing
or selling it, such purchases or sales could affect the supply or price of
the security. The simultaneous purchase of a security by one Underlying Fund
and its sale by another Underlying Fund could also increase the trading costs
borne indirectly by the Fund.

Measurement of Investment Restrictions.  Investment restrictions, such as a
required minimum or maximum investment in a particular type of security, are
measured at the time the Fund or Underlying Fund purchases a security. The
status, market value, maturity, credit quality, or other characteristics of
the Fund's or Underlying Fund's securities may change after they are
purchased, and this may cause the amount of the Fund's or Underlying Fund's
assets invested in such securities to exceed the stated maximum restriction
or fall below the stated minimum restriction. If this occurs, it would not be
considered a violation of the investment restriction.

Temporary Defensive and Interim Investments. For temporary defensive purposes
in times of adverse or unstable market, economic or political conditions, the
Fund and the Underlying Funds may invest up to 100% of their assets in
investments that may be inconsistent with the Fund's or the Underlying Funds'
principal investment strategies. Generally the Fund or the Underlying Funds
would invest in shares of Oppenheimer Institutional Money Market Fund or in
types of money market instruments described above or in short-term U.S.
government securities. The Fund or an Underlying Fund might also hold these
types of securities as interim investments pending the investment of proceeds
from the sale of Fund shares of the sale of Fund portfolio securities or to
meet anticipated redemption of Fund shares. To the extent that the Fund or an
Underlying Fund invests in these securities, it might not achieve its
investment objective.


Portfolio Turnover.  A change in the securities held by the Fund and the
Underlying Funds is known as "portfolio turnover."  It is not anticipated
that the Fund will have a high portfolio turnover rate, however, the
Underlying Funds may engage in active and frequent trading to try to achieve
their objectives, and may have a high portfolio turnover rate (for example,
over 100%).  If the Fund or Underlying Fund realizes capital gains when it
sells investments, it must generally pay those gains out to shareholders,
increasing their taxable distributions.  Increased portfolio turnover creates
higher brokerage and transaction costs for the Fund (and may reduce
performance).  However, most of the Fund's portfolio transactions should
involve trades in the Underlying Funds that do not entail brokerage
commissions.


PORTFOLIO HOLDINGS.  The Fund's 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 Statement of Investments on
Form N-Q, which is filed with the Securities and Exchange Commission no later
than 60 days after the close of the first and third fiscal quarters. These
additional quarterly 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 the Fund's fiscal
quarter.

A  description  of the Fund's  policies  and  procedures  with  respect to the
disclosure of the Fund's  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 Trust's Board of Trustees, under an investment
advisory agreement that states the Manager's responsibilities with respect to
the Fund.  The advisory agreement also describes the expenses that the Fund
is responsible for paying to conduct its business.

      The Manager has been an investment adviser since January 1960. The
Manager and its subsidiaries and controlled affiliates managed more than $260
billion in assets as of September 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, New
York 10281-1008.

Advisory Fees.  Under the investment advisory agreement, the Fund pays the
Manager a management fee at an annual rate of 0.50% per annum of the average
annual net assets of the Fund reduced by the amount of advisory fees paid to
the Manager by the Underlying Fund. However, the management fee shall not be
reduced below zero.


The Manager has voluntarily agreed to waive fees and/or reimburse the Fund
for certain expenses so that the aggregate amount of combined direct (Fund
level) and indirect (Underlying Fund level) expenses (Total Annual Operating
Expenses), will not exceed the following annual rates:


                                Class A   Class B    Class C  Class N  Class Y
   Fixed Income Investor Fund    1.10%      1.85%     1.85%    1.35%    1.00%


The limitation will be applied after giving effect to any reimbursements by
the Distributor of 12b-1 fees paid by a Fund with respect to Class A shares
of any Underlying Funds that does not offer Class Y shares. The expense
limitations do not include extraordinary expenses and other expenses not
incurred in the ordinary course of the Fund's business and the Manager is not
required to waive or reimburse Fund expenses in excess of the indirect
management fees earned from investments in the Underlying Funds.

Because the 0.50% direct management fee of the Fund is reduced by the amount
of the management fees paid by the Underlying Funds, any decrease in the
Underlying Funds' management fees (from reaching fee breakpoints or
otherwise) would increase the direct management fee of the Fund by the same
amount. Therefore, the combined direct and indirect management fee would
remain 0.50% and the shareholders of the Fund would not receive any benefit
from management fee breakpoints or other reductions of the Underlying Fund.


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 Annual
Report to shareholders for the year ended January 31, 2008.

      Portfolio Managers. The Fund is managed by a team of investment
professionals including Arthur Steinmetz and Angelo Manioudakis, who are Vice
Presidents of the Fund.  Messrs.  Steinmetz and Manioudakis who are primarily
responsible for the day-to day management of the Fund's investments.

      Mr. Steinmetz has been a Vice President and portfolio manager of the
Fund since its inception. He has been a Senior Vice President of the Manager
since March 1993 and of HarbourView Asset Management Corporation since March
2000. He is an officer of other portfolios in the OppenheimerFunds complex.

      Mr. Manioudakis has been a Vice President and portfolio manager of the
Fund since its inception. He has been a Senior Vice President of the Manager
and of HarbourView Asset Management Corporation since April 2002. He has been
a Senior Vice President of OFI Institutional Asset Management, Inc. since
June 2002 and a Vice President of Oppenheimer Real Asset Management, Inc.
since November 2006. He is also a portfolio manager and officer of other
portfolios in the OppenheimerFunds complex.

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


ABOUT YOUR ACCOUNT

How to Buy Shares

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

Buying Shares Through Your Dealer. You can buy shares through any dealer,
      broker or financial institution that has a sales agreement with the
      Distributor. Your dealer will place your order with the Distributor on
      your behalf.  A broker or dealer may charge a processing fee for that
      service. Your account information will be shared with the dealer you
      designate as the dealer of record for the account.
Buying Shares Through the Distributor. Complete an OppenheimerFunds new
      account application and return it with a check payable to
      "OppenheimerFunds Distributor, Inc." Mail it to P.O. Box 5270, Denver,
      Colorado 80217. If you do not list a dealer on the application, Class A
      shares are your only purchase option. The Distributor will act as your
      agent in buying Class A shares. However, 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 B, Class C or Class
      N shares may not be purchased by a new investor directly from the
      Distributor without the investor designating another registered
      broker-dealer. If a current investor no longer has another
      broker-dealer of record for an existing Class B, Class C or Class N
      account, the Distributor is automatically designated as the
      broker-dealer of record, but solely for the purpose of acting as the
      investor's agent to purchase the shares.
o     Paying by Federal Funds Wire. Shares purchased through the Distributor
      may be paid for by Federal Funds wire. The minimum wire purchase is
      $2,500. Before sending a wire, call the Distributor's Wire Department
      at 1.800.225.5677 to notify the Distributor of the wire and to receive
      further instructions.
o     Buying Shares Through OppenheimerFunds AccountLink. With AccountLink,
      you pay for shares by electronic funds transfers from your bank
      account. Shares are purchased for your account by a transfer of money
      from your bank account through the Automated Clearing House (ACH)
      system. You can provide share purchase instructions automatically,
      under an Asset Builder Plan, described below, or by telephone
      instructions using OppenheimerFunds PhoneLink, also described below.
      Please refer to "AccountLink," below for more details.
o     Buying Shares Through Asset Builder Plans. You may purchase shares of
      the Fund automatically each month from your account at a bank or other
      financial institution under an Asset Builder Plan with AccountLink.
      Details are in the Asset Builder application and the Statement of
      Additional Information.

WHAT IS THE MINIMUM AMOUNT YOU MUST INVEST? In most cases, you can buy Fund
shares with a minimum initial investment of $1,000 and make additional
investments at any time with as little as $50. There are reduced minimums
available under the following special investment plans:
o     If you establish one of the many types of retirement plan accounts that
      OppenheimerFunds offers, more fully described below under "Special
      Investor Services," you can start your account with as little as $500.
o     By using an Asset Builder Plan or Automatic Exchange Plan (details are
      in the Statement of Additional Information), or government allotment
      plan, you can make an initial investment for as little as $500. The
      minimum subsequent investment is $50, except that for any account
      established under one of these plans prior to November 1, 2002, the
      minimum additional investment will remain $25.
o     A minimum initial investment of $250 applies to certain fee based
      programs that have an agreement with the Distributor. The minimum
      subsequent investment for those programs is $50.
o     The minimum investment requirement does not apply to reinvesting
      dividends from the Fund or other Oppenheimer funds (a list of them
      appears in the Statement of Additional Information, or you can ask your
      dealer or call the Transfer Agent), or reinvesting distributions from
      unit investment trusts that have made arrangements with the Distributor.

o     The Minimum purchase amounts listed do not apply to omnibus accounts.


AT WHAT PRICE ARE SHARES SOLD? Shares are sold at their offering price which
is the net asset value per share plus any initial sales charge that applies.
The offering price that applies to a purchase order is based on the next
calculation of the net asset value per share that is made after the
Distributor receives the purchase order at its offices in Colorado, or after
any agent appointed by the Distributor receives the order. Your financial
adviser can provide you with more information regarding the time you must
submit your purchase order and whether the adviser is and authorized agent
for the receipt of purchase orders.

Net Asset Value.  The Fund calculates the net asset value of each class of
      shares based upon the net asset value of the applicable Underlying
      Funds' as of the close of the NYSE, on each day the NYSE is open for
      trading (referred to in this prospectus as a "regular business day").
      The NYSE normally closes at 4:00 p.m., Eastern time, but may close
      earlier on some days. All references to time in this prospectus are to
      "Eastern time."

      For each Underlying Fund, the net asset value per share for a class of
      shares on a "regular business day" is determined by dividing the value
      of the Underlying Fund's net assets attributable to that class by the
      number of shares of that class outstanding on that day.  To determine
      net asset values, the Underlying Fund assets are valued primarily on
      the basis of current market quotations.  If market quotations are not
      readily available or do not accurately reflect fair value for a
      security (in the Manager's judgment) or if a security's value has been
      materially affected by events occurring after the close of market on
      which the security is principally traded, that security may be valued
      by another method that the Underlying Fund's Board of
      Trustees/Directors believes accurately reflects the fair value. Because
      some foreign securities trade in markets and on exchanges that operate
      on weekends and U.S. holidays, the values of some of the Underlying
      Fund's foreign investments may change on days when investors cannot buy
      or redeem Underlying Fund shares.

      The Boards of Trustees have adopted valuation procedures for the
      Underlying Funds and have delegated the day-to-day responsibility for
      fair value determinations to the Manager's Valuation Committee.  Fair
      value determinations by the Manager are subject to review, approval and
      ratification by the applicable Board at its next scheduled meeting
      after the fair valuations are determined.  In determining whether
      current market prices are readily available and reliable, the Manager
      monitors the information it receives in the ordinary course of its
      investment management responsibilities for significant events that it
      believes in good faith will affect the market prices of the securities
      of issuers held by the Underlying Fund.  Those may include events
      affecting specific issuers (for example, a halt in trading of the
      securities of an issuer on an exchange during the trading day) or
      events affecting securities markets (for example, a foreign securities
      market closes early because of a natural disaster). The Underlying
      Funds use fair value pricing procedures to reflect what the Manager and
      the Board believe to be more accurate values for the Underlying Funds'
      portfolio securities, although they may not always be able to
      accurately determine such values. In addition, the discussion of
      "time-zone arbitrage" describes effects that the Underlying Funds' fair
      value pricing policy is intended to counteract.

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

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

The Offering Price. To receive the offering price for a particular day, the
      Distributor or its designated agent must receive your order, in proper
      form as described in this prospectus, by the time the NYSE closes that
      day. If your order is received on a day when the NYSE is closed or
      after it has closed, the order will receive the next offering price
      that is determined after your order is received.

Buying Through a Dealer. If you buy shares through an authorized dealer, your
      dealer must receive the order by the close of the NYSE for you to
      receive that day's offering price. If your order is received on a day
      when the NYSE is closed or after it is closed, the order will receive
      the next offering price that is determined.

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

------------------------------------------------------------------------------
------------------------------------------------------------------------------
Class A Shares.  If you buy Class A shares,  you pay an initial  sales  charge
      (on investments up to $1 million for regular  accounts or lesser amounts
      for  certain  retirement  plans).  The amount of that sales  charge will
      vary  depending  on the amount you invest.  The sales  charge  rates are
      listed in "How Can You Buy Class A Shares?" below.
------------------------------------------------------------------------------
Class B  Shares.  If you buy Class B  shares,  you pay no sales  charge at the
      time of purchase,  but you will pay an annual  asset-based sales charge.
      If you  sell  your  shares  within  6 years  of  buying  them,  you will
      normally  pay  a  contingent  deferred  sales  charge.  That  contingent
      deferred sales charge varies  depending on how long you own your shares,
      as described in "How Can You Buy Class B Shares?" below.
Class C  Shares.  If you buy Class C  shares,  you pay no sales  charge at the
      time of purchase,  but you will pay an annual  asset-based sales charge.
      If you sell your  shares  within 12  months  of  buying  them,  you will
      normally pay a contingent  deferred  sales charge of 1.0%,  as described
      in "How Can You Buy Class C Shares?" below.
Class N Shares.  If you buy Class N shares  (available  only  through  certain
      retirement plans), you pay no sales charge at the time of purchase,  but
      you  will pay an  annual  asset-based  sales  charge.  If you sell  your
      shares  within 18 months of the  retirement  plan's  first  purchase  of
      Class N shares, you may pay a contingent  deferred sales charge of 1.0%,
      as described in "How Can You Buy Class N Shares?" below.
Class Y Shares.  Class Y shares  are  offered  only to  certain  institutional
      investors that have a special agreement with the Distributor.

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

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

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

   o  Investing for the Shorter Term. While the Fund is meant to be a
      long-term investment, if you have a relatively short-term investment
      horizon (that is, you plan to hold your shares for not more than six
      years), you should most likely invest in Class A or Class C shares
      rather than Class B shares. That is because of the effect of the Class
      B contingent deferred sales charge if you redeem within six years, as
      well as the effect of the Class B asset-based sales charge on the
      investment return for that class in the short-term. Class C shares
      might be the appropriate choice (especially for investments of less
      than $100,000), because there is no initial sales charge on Class C
      shares, and the contingent deferred sales charge does not apply to
      amounts you sell after holding them one year.

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

      If you invest $1 million or more, in most cases Class A shares will be
      the most advantageous choice, no matter how long you intend to hold
      your shares. The Distributor normally will not accept purchase orders
      of more than $100,000 of Class B shares or $1 million or more of Class
      C shares from a single investor. Dealers or other financial
      intermediaries purchasing shares for their customers in omnibus
      accounts are responsible for compliance with those limits.

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

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

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

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

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

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

 ------------------------------------------------------------------------------
                                           Front-End Sales
                          Front-End Sales  Charge As a
                          Charge As a      Percentage     of Concession As
                          Percentage of    Net               Percentage of
 Amount of Purchase       Offering Price   Amount Invested   Offering Price
 ------------------------------------------------------------------------------
 ------------------------------------------------------------------------------
 Less than $50,000             4.75%             4.98%             4.00%
 ------------------------------------------------------------------------------
 ------------------------------------------------------------------------------
 $50,000   or  more   but      4.50%             4.71%             3.75%
 less than $100,000
 ------------------------------------------------------------------------------
 ------------------------------------------------------------------------------
 $100,000   or  more  but      3.50%             3.63%             2.75%
 less than $250,000
 ------------------------------------------------------------------------------
 ------------------------------------------------------------------------------
 $250,000   or  more  but      2.50%             2.56%             2.00%
 less than $500,000
 ------------------------------------------------------------------------------
 ------------------------------------------------------------------------------
 $500,000   or  more  but      2.00%             2.04%             1.60%
 less than $1 million
 ------------------------------------------------------------------------------
  Due to rounding,  the actual  sales  charge for a particular  transaction
  may be higher or lower than the rates listed above.


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


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

o     Right of Accumulation.  To qualify for the reduced Class A sales charge
         that would apply to a larger purchase than you are currently making
         (as shown in the table above), you can add the value of any Class A,
         Class B or, Class C shares of the Fund or other Oppenheimer funds
         that you or your spouse currently own, or are currently purchasing,
         to the value of your Class A share purchase. Your Class A shares of
         Oppenheimer Money Market Fund, Inc. or Oppenheimer Cash Reserves on
         which you have not paid a sales charge will not be counted for this
         purpose. In totaling your holdings, you may count shares held in
         your individual accounts (including IRAs, 403(b) plans and advisor
         sold Section 529 plans), your joint accounts with your spouse, or
         accounts you or your spouse hold as trustees or custodians on behalf
         of your children who are minors. A fiduciary can count all shares
         purchased for a trust, estate or other fiduciary account that has
         multiple accounts (including employee benefit plans for the same
         employer and Single K Plans for the benefit of a sole proprietor).
         If you are buying shares directly from the Fund, you must inform the
         Distributor of your eligibility and holdings at the time of your
         purchase in order to qualify for the Right of Accumulation. If you
         are buying shares through your financial intermediary you must
         notify your intermediary of your eligibility for the Right of
         Accumulation at the time of your purchase.


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


               Beginning on January 1, 2008, investors may also count
           Class A, Class B, Class C, Class G and Class H units
           purchases in advisor sold Section 529 plans, for which the
           Manager or the Distributor serves as the Program Manager or
           Program Distributor respectively, to determine which Class A
           sales charge will apply to a current Class A share purchase.
           You must notify the Distributor or your current intermediary
           of any qualifying 529 plan holdings.


o     Letters of Intent.   You may also qualify for reduced Class A sales
           charges by submitting a Letter of Intent to the Distributor. A
           Letter of Intent is a written statement of your intention to
           purchase a specified value of qualified shares of Class A, Class B
           or Class C of the Fund or other Oppenheimer funds during a
           13-month period. Purchases of Class N or Class Y shares, purchases
           made by reinvestment of dividends or capital gains distributions
           from the Fund or other Oppenheimer funds, purchases of Class A
           shares with redemption proceeds under the "reinvestment privilege"
           (described below), and purchases of Class A shares of Oppenheimer
           Money Market Fund, Inc. or Oppenheimer Cash Reserves on which a
           sales charge has not been paid do not count as "qualified shares:
           for satisfying the terms of a Letter. Submitting a Letter of
           Intent does not obligate you to purchase the specified amount of
           shares.

               The total amount of your intended purchases will determine the
           reduced sales charge rate that will apply to your Class A share
           purchases during the 13-month period. If you do not complete the
           purchases outlined in the Letter of Intent, the front-end sales
           charge you paid on your purchases will be recalculated to reflect
           the actual value of shares you purchased. A certain portion of
           your shares will be held in escrow by the Fund's Transfer Agent
           for this purpose. Please refer to "How to Buy Shares - Letters of
           Intent" in the Fund's Statement of Additional Information for more
           complete information. You may also be able to apply the Right of
           Accumulation to those purchases.

                 Beginning on January 1, 2008, investors may also count Class
           A, Class B, Class C, Class G and Class H units purchases in
           advisor sold Section 529 plans, for which the Manager or the
           Distributor serves as the Program Manager or Program Distributor,
           to your share purchases that qualify for a Letter of Intent. You
           must notify the Distributor or your current intermediary of any
           qualifying 529 plan holdings.


Other Special Sales Charge Arrangements and Waivers.  The Trust and the
Distributor offer other opportunities to purchase shares without front-end or
contingent deferred sales charges under the programs described below. The
Trust reserves the right to amend or discontinue these programs at any time
without prior notice.
o     Dividend Reinvestment.  Dividends and/or capital gains distributions
         received by a shareholder from the Fund may be reinvested in shares
         of the Fund or any of the other Oppenheimer funds into which shares
         of the Fund may be exchanged without a sales charge, at the net
         asset value per share in effect on the payable date. You must notify
         the Transfer Agent in writing to elect this option and must have an
         existing account in the fund selected for reinvestment.
o     Exchanges of Shares.  Shares of the Fund may be exchanged for shares of
         certain other Oppenheimer funds at net asset value per share at the
         time of exchange, without sales charge, and shares of the Fund can
         be purchased by exchange of shares of certain other Oppenheimer
         funds on the same basis. Please refer to "How to Exchange Shares" in
         this prospectus and in the Statement of Additional Information for
         more details, including a discussion of circumstances in which sales
         charges may apply on exchanges.

o     Reinvestment Privilege.  Within six months of a redemption of certain
         Class A and Class B shares, the proceeds may be reinvested in Class
         A shares of the Fund, or any of the other Oppenheimer funds into
         which shares of the Fund may be exchanged, without a sales charge.
         This privilege applies to redemptions of Class A shares that were
         subject to an initial sales charge or Class A or Class B shares that
         were subject to a contingent deferred sales charge when redeemed.
         The investor must ask the Transfer Agent or his or her financial
         intermediary for that privilege at the time of reinvestment and must
         identify the account from which the redemption was made. This
         reinvestment privilege does not apply to reinvestments purchases
         made through automatic investment options.
o     Other Special Reductions and Waivers. The Fund and the Distributor
         offer additional arrangements to reduce or eliminate front-end sales
         charges or to waive contingent deferred sales charges for certain
         types of transactions and for certain categories of investors
         (primarily retirement plans that purchase shares in special programs
         through the Distributor). These are described in greater detail in
         Appendix B to the Statement of Additional Information. The Fund's
         Statement of Additional Information may be ordered by calling
         1.800.225.5677 or may be accessed through the OppenheimerFunds
         website, at www.oppenheimerfunds.com (under the heading "I Want To,"
         follow the hyperlink "Access Fund Documents" and click on the icon
         in the column "SAI" next to the Fund's name). A description of these
         waivers and special sales charge arrangements is also available for
         viewing on the OppenheimerFunds website (under the heading "Fund
         Information," click on the hyperlink "Sales Charge Waivers"). To
         receive a waiver or special sales charge rate under these programs,
         the purchaser must notify the Distributor (or other financial
         intermediary through which shares are being purchased) at the time
         of purchase, or must notify the Transfer Agent at the time of
         redeeming shares for waivers that apply to contingent deferred sales
         charges.


Class A Contingent Deferred Sales Charge. There is no initial sales charge on
Class A share purchases totaling $1 million or more of one or more of the
Oppenheimer funds. However, those Class A shares may be subject to a 1.0%
contingent deferred sales charge if they are redeemed within an 18-month
"holding period" measured from the beginning of the calendar month of their
purchase (except for shares in certain retirement plans, described below).
That sales charge will be calculated on the lesser of the original net asset
value of the redeemed shares or the aggregate net asset value of the redeemed
shares at the time of redemption.

The Class A contingent deferred sales charge does not apply to shares
purchased by the reinvestment of dividends or capital gain distributions and
will not exceed the aggregate amount of the concessions the Distributor pays
on all of your purchases of Class A shares, of all Oppenheimer funds, that
are subject to the contingent deferred sales charge.

The Distributor pays concessions from its own resources equal to 1.0% of
Class A purchases of $1 million or more (other than purchases by certain
retirement plans). The concession will not be paid on shares purchased by
exchange or shares that were previously subject to a front-end sales charge
and dealer concession.

o     Class A Purchases by Certain Retirement Plans. There is no initial
         sales charge on purchases of Class A shares of the Fund by
         retirement plans that have $1 million or more in plan assets. There
         is also no contingent deferred sales charge on any group retirement
         plan shares purchased after March 1, 2007.

         Until March 1, 2007, the Distributor paid a concession from its own
         resources on purchases by certain group retirement plans that were
         established prior to March 1, 2001 ("grandfathered retirement
         plans"). Shares purchased in grandfathered retirement plans prior to
         March 1, 2007 will continue to be subject to the contingent deferred
         sales charge if they are redeemed within 18 months after purchase.
         Beginning March 1, 2007, the distributor will not pay a concession
         on new share purchases by retirement plans (except plans that have
         $5 million or more in plan assets) and no new group retirement plan
         purchases will be subject to the contingent deferred sales charge,
         including purchases in grandfathered retirement plans. For shares
         purchased prior to March 1, 2007, the concession for grandfathered
         retirement plans was 0.75% of the first $2.5 million of purchases
         plus 0.25% of purchases in excess of $2.5 million. Effective March
         1, 2007, the concession for grandfathered retirement accounts is
         0.25%.

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

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

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

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

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

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

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

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

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

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

DISTRIBUTION AND SERVICE (12b-1) PLANS.

Service Plan for Class A Shares.  The Fund has adopted a Service Plan for
      Class A shares that reimburses the Distributor for a portion of the
      costs of providing services to Class A shareholder accounts. The Fund
      makes these payments quarterly, based on an annual rate of up to 0.25%
      of the average annual net assets of Class A shares of the Fund. The
      Distributor currently uses all of those fees to pay dealers, brokers,
      banks and other financial institutions for providing personal service
      and maintenance of accounts of their customers that hold Class A shares.

      Prior to March 1, 2007, the Distributor paid the first year's service
      fee in advance for shares purchased in grandfathered retirement plans
      and it retained the service fee from a Fund with respect to those
      shares during the first year after their purchase. After the shares
      were held by a grandfathered retirement plan for a year, the
      Distributor paid the ongoing service fee to the dealer of record on a
      periodic basis. For shares purchased in grandfathered plans on or after
      March 1, 2007, the Distributor does not make any payment in advance and
      does not retain the service fee for the first year.

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

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

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

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

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

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

      For certain group retirement plans held in omnibus accounts, the
      Distributor may pay the full Class C or Class N asset-based sales
      charge and the service fee to the dealer beginning in the first year
      after the purchase of such shares in lieu of paying the dealer the
      sales concession and the advance of the first year's service fee at the
      time of purchase. New group omnibus plans may not purchase Class B
      shares.

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

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

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

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

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

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

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

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

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

How to Sell Shares

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

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

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

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

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

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

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

HOW DO YOU SELL SHARES BY TELEPHONE? You and your dealer representative of
record may also sell your shares by telephone. To receive the redemption
price calculated on a particular regular business day, your call must be
received by the Transfer Agent by the close of the NYSE that day, which is
normally 4:00 p.m. Eastern time, but may be earlier on some days. You may not
redeem shares held in an OppenheimerFunds-sponsored qualified retirement plan
account or under a share certificate by telephone.
   o  To redeem shares through a service representative or automatically on
      PhoneLink, call 1.800.225.5677.
      Whichever method you use, you may have a check sent to the address on
the account statement, or, if you have linked your Fund account to your bank
account on AccountLink, you may have the proceeds sent to that bank account.

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

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

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

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


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


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

o     shares redeemed in the special circumstances described in Appendix B to
      the Statement of Additional Information.
      To determine whether a contingent deferred sales charge applies to a
      redemption, the Fund redeem shares in the following order:

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

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

How to Exchange Shares

If you want to change all or part of your investment from one Oppenheimer
fund to another, you can exchange your shares for shares of the same class of
another Oppenheimer fund that offers the exchange privilege. For example, you
can exchange Class A shares of the Fund only for Class A shares of another
fund. To exchange shares, you must meet several conditions:

   o  Shares of the fund selected for exchange must be available for sale in
      your state of residence.
o     The selected fund must offer the exchange privilege.
   o  When you establish an account, you must hold the shares you buy for at
      least seven days before you can exchange them. After your account is
      open for seven days, you can exchange shares on any regular business
      day, subject to the limitations described below.
   o  You must meet the minimum purchase requirements for the selected fund.
   o  Generally, exchanges may be made only between identically registered
      accounts, unless all account owners send written exchange instructions
      with a signature guarantee.
   o  Before exchanging into a fund, you must obtain its prospectus and
      should read it carefully.

      For tax purposes, an exchange of shares of a Fund is considered a sale
of those shares and a purchase of the shares of the fund to which you are
exchanging. An exchange may result in a capital gain or loss.

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

      A contingent deferred sales charge (CDSC) is not charged when you
exchange shares of a Fund for shares of another Oppenheimer fund. However, if
you exchange your shares during the applicable CDSC holding period, the
holding period will carry over to the fund shares that you acquire.
Similarly, if you acquire shares of a Fund in exchange for shares of another
Oppenheimer fund that are subject to a CDSC holding period, that holding
period will carry over to the acquired shares of the Fund. In either of these
situations, a CDSC may be imposed if the acquired shares are redeemed before
the end of the CDSC holding period that applied to the exchanged shares.

      There are a number of other special conditions and limitations that
apply to certain types of exchanges. These conditions and circumstances are
described in detail in the "How to Exchange Shares" section in the Statement
of Additional Information.

HOW DO YOU SUBMIT EXCHANGE REQUESTS? Exchanges may be requested in writing,
by telephone or Internet, or by establishing an Automatic Exchange Plan.

Written Exchange Requests. Send a request letter, signed by all owners of the
      account, to the Transfer Agent at the address on the back cover.
      Exchanges of shares for which share certificates have been issued
      cannot be processed unless the Transfer Agent receives the certificates
      with the request letter.

Telephone and Internet Exchange Requests. Telephone exchange requests may
      be made either by calling a service representative or by using
      PhoneLink by calling 1.800.225.5677. You may submit Internet exchange
      requests on the OppenheimerFunds Internet website, at
      www.oppenheimerfunds.com. You must have obtained a user I.D. and
      password to make transactions on that website. Telephone and/or
      Internet exchanges may be made only between accounts that are
      registered with the same name(s) and address. Shares for which share
      certificates have been issued may not be exchanged by telephone or
      the internet.

Automatic Exchange Plan. Shareholders can authorize the Transfer Agent to
      exchange a pre-determined amount of shares automatically on a monthly,
      quarterly, semi-annual or annual basis.


Please refer to "How to Exchange Shares" in the Statement of Additional
Information for more details.

ARE THERE LIMITATIONS ON FREQUENT PURCHASES, REDEMPTIONS AND EXCHANGES?

Risks from Excessive Purchase, Redemption and Short-Term Exchange Activity.
The OppenheimerFunds exchange privilege affords investors the ability to
switch their investments among Oppenheimer funds if their investment needs
change. However, there are limits on that privilege. Frequent purchases,
redemptions and exchanges of Fund shares may interfere with the Manager's
ability to manage the Fund's investments efficiently, increase the Fund's
transaction and administrative costs and/or affect the Fund's performance,
depending on various factors, such as the size of the Fund, the nature of its
investments, the amount of Fund assets the portfolio manager maintains in
cash or cash equivalents, the aggregate dollar amount and the number and
frequency of trades. If large dollar amounts are involved in exchange and/or
redemption transactions, a Fund might be required to sell portfolio
securities at unfavorable times to meet redemption or exchange requests, and
the Fund's brokerage or administrative expenses might be increased.

Therefore, the Manager and the Fund's Board of Trustees have adopted the
following policies and procedures to detect and prevent frequent and/or
excessive exchanges, and/or purchase and redemption activity, while balancing
the needs of investors who seek liquidity from their investment and the
ability to exchange shares as investment needs change. There is no guarantee
that the policies and procedures described below will be sufficient to
identify and deter excessive short-term trading.

o     Timing of Exchanges.  Exchanged shares are normally redeemed from one
      fund and the proceeds are reinvested in the fund selected for exchange
      on the same regular business day on which the Transfer Agent or its
      agent (such as a financial intermediary holding the investor's shares
      in an "omnibus" or "street name" account) receives an exchange request
      that conforms to these policies. The request must be received by the
      close of the NYSE that day, which is normally 4:00 p.m. Eastern time,
      but may be earlier on some days, in order to receive that day's net
      asset value on the exchanged shares. Exchange requests received after
      the close of the NYSE will receive the next net asset value calculated
      after the request is received. However, the Transfer Agent may delay
      transmitting the proceeds from an exchange for up to five business days
      if it determines, in its discretion, that an earlier transmittal of the
      redemption proceeds to the receiving fund would be detrimental to
      either the fund from which the exchange is being made or the fund into
      which the exchange is being made. The proceeds will be invested in the
      fund into which the exchange is being made at the next net asset value
      calculated after the proceeds are received. In the event that such a
      delay in the reinvestment of proceeds occurs, the Transfer Agent will
      notify you or your financial representative.

o     Limits on Disruptive Activity. The Transfer Agent may, in its
      discretion, limit or terminate trading activity by any person, group or
      account that it believes would be disruptive, even if the activity has
      not exceeded the policy outlined in this prospectus. The Transfer Agent
      may review and consider the history of frequent trading activity in all
      accounts in the Oppenheimer funds known to be under common ownership or
      control as part of the Transfer Agent's procedures to detect and deter
      excessive trading activity.

o     Exchanges of Client Accounts by Financial Advisers.  The Fund and the
      Transfer Agent permit dealers and financial intermediaries to submit
      exchange requests on behalf of their customers (unless that authority
      has been revoked). A fund or the Transfer Agent may limit or refuse
      exchange requests submitted by financial intermediaries if, in the
      Transfer Agent's judgment, exercised in its discretion, the exchanges
      would be disruptive to any of the funds involved in the transaction.

o     Redemptions of Shares.  These exchange policy limits do not apply to
      redemptions of shares. Shareholders are permitted to redeem their
      shares on any regular business day, subject to the terms of this
      prospectus.

o     Right to Refuse Exchange and Purchase Orders.  The Distributor and/or
      the Transfer Agent may refuse any purchase or exchange order in their
      discretion and are not obligated to provide notice before rejecting an
      order. The Fund may amend, suspend or terminate the exchange privilege
      at any time. You will receive 60 days' notice of any material change in
      the exchange privilege unless applicable law allows otherwise.

o     Right to Terminate or Suspend Account Privileges.  The Transfer Agent
      may send a written warning to direct shareholders whom the Transfer
      Agent believes may be engaging in excessive purchases, redemptions
      and/or exchange activity and reserves the right to suspend or terminate
      the ability to purchase shares and/or exchange privileges for any
      account that the Transfer Agent determines, in carrying out these
      policies and in the exercise of its discretion, has engaged in
      disruptive or excessive trading activity, with or without such warning.

o     Omnibus Accounts.  If you hold your shares of a Fund through a
      financial intermediary such as a broker-dealer, a bank, an insurance
      company separate account, an investment adviser, an administrator or
      trustee of a retirement plan or section 529 plan, that holds your
      shares in an account under its name (these are sometimes referred to as
      "omnibus" or "street name" accounts), that financial intermediary may
      impose its own restrictions or limitations to discourage short-term or
      excessive trading. You should consult your financial intermediary to
      find out what trading restrictions, including limitations on exchanges,
      they may apply.

While the Fund, the Distributor, the Manager and the Transfer Agent encourage
financial intermediaries to apply the Fund's policies to their customers who
invest indirectly in a Fund, the Transfer Agent may not be able to detect
excessive short term trading activity facilitated by, or in accounts
maintained in, the "omnibus" or "street name" accounts of a financial
intermediary. Therefore the Transfer Agent might not be able to apply this
policy to accounts such as (a) accounts held in omnibus form in the name of a
broker-dealer or other financial institution, or (b) omnibus accounts held in
the name of a retirement plan or section 529 plan trustee or administrator,
or (c) accounts held in the name of an insurance company for its separate
account(s), or (d) other accounts having multiple underlying owners but
registered in a manner such that the underlying beneficial owners are not
identified to the Transfer Agent.

However, the Transfer Agent will attempt to monitor overall purchase and
redemption activity in those accounts to seek to identify patterns that may
suggest excessive trading by the underlying owners. If evidence of possible
excessive trading activity is observed by the Transfer Agent, the financial
intermediary that is the registered owner will be asked to review account
activity, and to confirm to the Transfer Agent and the applicable Fund that
appropriate action has been taken to curtail any excessive trading activity.
However, the Transfer Agent's ability to monitor and deter excessive
short-term trading in omnibus or street name accounts ultimately depends on
the capability and cooperation of the financial intermediaries controlling
those accounts.

Additional Policies and Procedures. The Fund's Board has adopted the
following additional policies and procedures to detect and prevent frequent
and/or excessive exchanges and purchase and redemption activity:

o     30-Day Limit.  A direct shareholder may exchange some or all of the
      shares of a Fund held in his or her account to another eligible
      Oppenheimer fund once in a 30 calendar-day period. When shares are
      exchanged into a fund account, that account will be "blocked" from
      further exchanges into another fund for a period of 30 calendar days
      from the date of the exchange. The block will apply to the full account
      balance and not just to the amount exchanged into the account. For
      example, if a shareholder exchanged $1,000 from one fund into another
      fund in which the shareholder already owned shares worth $10,000, then,
      following the exchange, the full account balance ($11,000 in this
      example) would be blocked from further exchanges into another fund for
      a period of 30 calendar days. A "direct shareholder" is one whose
      account is registered on the Fund's books showing the name, address and
      tax ID number of the beneficial owner.

o     Exchanges Into Money Market Funds.  A direct shareholder will be
      permitted to exchange shares of a stock or bond fund for shares of a
      money market fund that offers an exchange privilege at any time, even
      if the shareholder has exchanged shares into the stock or bond fund
      during the prior 30 days. However, all of the shares held in that money
      market fund would then be blocked from further exchanges into another
      fund for 30 calendar days.

o     Dividend Reinvestments/B Share Conversions.  Reinvestment of dividends
      or distributions from one fund to purchase shares of another fund and
      the conversion of Class B shares into Class A shares will not be
      considered exchanges for purposes of imposing the 30-day limit.

o     Asset Allocation.  Third-party asset allocation and rebalancing
      programs will be subject to the 30-day limit described above. Asset
      allocation firms that want to exchange shares held in accounts on
      behalf of their customers must identify themselves to the Transfer
      Agent and execute an acknowledgement and agreement to abide by these
      policies with respect to their customers' accounts. "On-demand"
      exchanges outside the parameters of portfolio rebalancing programs will
      be subject to the 30-day limit. However, investment programs by other
      Oppenheimer funds of funds that entail rebalancing of investments in
      underlying Oppenheimer funds will not be subject to these limits.

o     Automatic Exchange Plans.  Accounts that receive exchange proceeds
      through automatic or systematic exchange plans that are established
      through the Transfer Agent will not be subject to the 30-day block as a
      result of those automatic or systematic exchanges (but may be blocked
      from exchanges, under the 30-day limit, if they receive proceeds from
      other exchanges).


Shareholder Account Rules and Policies

More information about the Fund's policies and procedures for buying, selling
and exchanging shares is contained in the Statement of Additional Information.
A $12 annual "Minimum Balance Fee" is assessed on each Fund account with a
      value of less than $500. The fee is automatically deducted from each
      applicable Fund account annually in September.  See the Statement of
      Additional Information to learn how you can avoid this fee and for
      circumstances under which this fee will not be assessed.
The offering of shares may be suspended during any period in which the
      determination of net asset value is suspended, and the offering may be
      suspended by the Board of Trustees at any time the Board believes it is
      in a Fund's best interest to do so.
Telephone transaction privileges for purchases, redemptions or exchanges may
      be modified, suspended or terminated by the Fund at any time. The Fund
      will provide you notice whenever it is required to do so by applicable
      law. If an account has more than one owner, the Fund and the Transfer
      Agent may rely on the instructions of any one owner. Telephone
      privileges apply to each owner of the account and the dealer
      representative of record for the account unless the Transfer Agent
      receives cancellation instructions from an owner of the account.
The Transfer Agent will record any telephone calls to verify data concerning
      transactions and has adopted other procedures to confirm that telephone
      instructions are genuine, by requiring callers to provide tax
      identification numbers and other account data or by using PINs, and by
      confirming such transactions in writing. The Transfer Agent and the
      Fund will not be liable for losses or expenses arising out of telephone
      instructions reasonably believed to be genuine.
Redemption or transfer requests will not be honored until the Transfer Agent
      receives all required documents in proper form. From time to time, the
      Transfer Agent in its discretion may waive certain of the requirements
      for redemptions stated in this prospectus.
Dealers that perform account transactions for their clients by participating
      in NETWORKING through the National Securities Clearing Corporation are
      responsible for obtaining their clients' permission to perform those
      transactions, and are responsible to their clients who are shareholders
      of a Fund if the dealer performs any transaction erroneously or
      improperly.
The redemption price for shares will vary from day to day because the value
      of the securities in the Fund's portfolio fluctuates. The redemption
      price, which is the net asset value per share, will normally differ for
      each class of shares. The redemption value of your shares may be more
      or less than their original cost.
Payment for redeemed shares ordinarily is made in cash. It is forwarded by
      check, or through AccountLink or by Federal Funds wire (as elected by
      the shareholder) within seven days after the Transfer Agent receives
      redemption instructions in proper form. However, under unusual
      circumstances determined by the Securities and Exchange Commission,
      payment may be delayed or suspended. For accounts registered in the
      name of a broker-dealer, payment will normally be forwarded within
      three business days after redemption.
The Transfer Agent may delay processing any type of redemption payment as
      described under "How to Sell Shares" for recently purchased shares, but
      only until the purchase payment has cleared. That delay may be as much
      as 10 days from the date the shares were purchased. That delay may be
      avoided if you purchase shares by Federal Funds wire or certified check.
Involuntary redemptions of small accounts may be made by the Fund if the
      account value has fallen below $500 for reasons other than the fact
      that the market value of shares has dropped. In some cases, involuntary
      redemptions may be made to repay the Distributor for losses from the
      cancellation of share purchase orders.
Shares may be "redeemed in kind" under unusual circumstances (such as a lack
      of liquidity in a Fund's holdings to meet redemptions). This means that
      the redemption proceeds will be paid with liquid securities from the
      Fund's portfolio. If a Fund redeems your shares in kind, you may bear
      transaction costs and will bear market risks until such time as such
      securities are converted into cash.
Federal regulations may require the Fund to obtain your name, your date of
      birth (for a natural person), your residential street address or
      principal place of business and your Social Security Number, Employer
      Identification Number or other government issued identification when
      you open an account. Additional information may be required in certain
      circumstances or to open corporate accounts.  The Fund or the Transfer
      Agent may use this information to attempt to verify your identity.  The
      Fund may not be able to establish an account if the necessary
      information is not received.  The Fund may also place limits on Fund
      transactions while it is in the process of attempting to verify your
      identity.  Additionally, if the Fund is unable to verify your identity
      after your account is established, the Fund may be required to redeem
      your shares and close your account.
"Backup withholding" of federal income tax may be applied against taxable
      dividends, distributions and redemption proceeds (including exchanges)
      if you fail to furnish the Fund your correct, certified Social Security
      or Employer Identification Number when you sign your application, or if
      you under-report your income to the Internal Revenue Service (the
      "IRS").
To avoid sending duplicate copies of materials to households, the Fund will
      mail only one copy of each prospectus, annual and semi-annual report
      and annual notice of the Fund's privacy policy to shareholders having
      the same last name and address on the Fund's records. The consolidation
      of these mailings, called householding, benefits the Fund through
      reduced mailing expense.

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

Dividends, Capital Gains and Taxes

DIVIDENDS.  The Fund intends to declare dividends separately for each class
of shares from net investment income each regular business day and pay those
dividends monthly. Daily dividends will not be declared or paid on newly
purchased shares until Federal Funds are available to the Fund from the
purchase payment for shares. Dividends and distributions paid to Class A and
Class Y shares will generally be higher than dividends for Class B, Class C
and Class N shares, which normally have higher expenses than Class A and
Class Y shares. The Fund has no fixed dividend rate and cannot guarantee that
it will pay any dividends or distributions.

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

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

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

      Dividends and distributions to Fund shareholders may be from amounts
the Fund receives as dividends or distributions from the Underlying Funds or
from gains on the sale of shares in the Underlying Funds. Changes in a Fund's
portfolio holdings may increase turnover of the Fund's assets, which may
result in the realization of additional taxable gains or losses by the Fund.
It may also result in a larger portion of any net gains being treated as
short-term capital gains, which generally would be taxed as ordinary income
when distributed to shareholders. Generally, the character of the income or
capital gains that a Fund receives from the Underlying Funds will "pass
through" to the Fund, subject to certain exceptions, as long as the
Underlying Funds continue to qualify as regulated investment companies. As
noted above, distributions of any gains and income will be taxable to
shareholders even if those distributions are reinvested in Fund shares.

      Every year the Fund will send shareholders 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 send after the end of the calendar
year.

      The Fund intends each year to qualify as "regulated investment
companies" under the Internal Revenue Code, but reserve the right not to so
qualify. As regulated investment companies, the Fund will not be subject to
Federal income taxes on any of their income, provided that they satisfy
certain income, diversification and distribution requirements.

If a shareholder is neither a lawful permanent resident nor a citizen of the
United States or if a shareholder is a foreign entity, the Fund's ordinary
income dividends (which include distributions of net-short-term capital
gains) generally will be subject to a 30% U.S. withholding tax, unless a
lower treaty rate applies. However, for taxable years beginning before
January 1, 2008, certain distributions designated by the Fund as either
interest related dividends or short term gain dividends and paid to a foreign
shareholder would be eligible for an exemption from U.S. withholding tax. It
is not expected that the Fund would be designating any interest related
dividends.

By law, your dividends and redemption proceeds will be subject to a
withholding tax if you have not provided a taxpayer identification number or
Social Security Number or if the number you have provided is incorrect.

The Fund intends to invest in an Underlying Fund only if it qualifies for
treatment as a regulated investment company under the Internal Revenue Code.
If an Underlying Fund fails to qualify as a regulated investment company, it
may be subject to federal income tax. Although there is no assurance an
Underlying Fund will qualify as a regulated investment company, a Fund will
promptly dispose of any shares in its portfolio which have been issued by an
Underlying Fund which has failed to qualify as a regulated investment company.

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

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










Financial Highlights

Financial information for the Fund is not provided because, as of the date of
this Prospectus, the Fund had not commenced operations.






                  More Information About the Underlying Funds


More information about an Underlying Fund's investment policies and risk can
be found in the prospectus and Statement of Additional Information that are
included in that Underlying Fund's registration statement. The registration
statements for the Underlying Funds are available on the EDGAR database on
the Securities and Exchange Commission's Internet website at www.sec.gov. The
prospectuses and Statements of Additional Information of Oppenheimer Core
Bond Fund, Oppenheimer Champion Income Fund and Oppenheimer International
Bond Fund are also available without charge upon request by contacting
OppenheimerFunds Services toll free at 1.800.CALL OPP (225.5677), or they can
be downloaded on the OppenheimerFunds, Inc. website at
www.oppenheimerfunds.com.


Oppenheimer  Champion Income Fund - This Underlying  Fund's primary  objective
is to seek a high  level of  current  income  by  investing  in a  diversified
portfolio  of  high-yield,  lower-rated,  fixed-income  securities  that  this
Underlying Fund's investment  Manager believes do not involve undue risk. This
Underlying  Fund's  secondary   objective  is  to  seek  capital  growth  when
consistent with its primary objective.

This Underlying Fund invests mainly in a variety of high-yield fixed-income
debt securities of domestic and foreign issuers for high current income.
These securities primarily include:
o     Lower-grade bonds and notes of corporate issuers.
o     Foreign corporate and government bonds.
o     "Structured" notes.

      Under normal market conditions, this Underlying Fund invests at least
60% of its total assets in high-yield, lower-grade, fixed income securities,
commonly called "junk bonds." Lower-grade debt securities are those rated
below "Baa" by Moody's Investors Service ("Moody's") or lower than "BBB" by
Standard & Poor's Rating Services ("S&P") or comparable ratings by other
nationally-recognized rating organizations (or, in the case of unrated
securities, determined by the Manager to be comparable to securities rated
below investment grade). See Appendix A to the Statement of Additional
Information for a description of the bond ratings.

      The remainder of this Underlying Fund's assets may be held in other
debt securities, cash or cash equivalents, in rights or warrants, or invested
in common stocks and other equity securities when the Manager believes those
are consistent with this Underlying Fund's objectives. Investments in
high-yield securities and equity securities may provide opportunities for
capital growth while also providing income to this Underlying Fund.

      This Underlying Fund's foreign investments currently focus on debt
securities of issuers in developed markets. This Underlying Fund also uses
certain derivative investments, primarily "structured notes," to try to enhance
income or to try to manage investment risks.

Oppenheimer Core Bond Fund - This Underlying Fund seeks total return by
investing mainly in debt instruments.
As a non-fundamental policy (which will not be changed without providing 60
days notice to Fund shareholders), under normal market conditions, this
Underlying Fund invests at least 80% of its net assets (plus borrowings for
investment purposes) in investment grade debt securities. Those
investment-grade debt securities can include:
o     domestic and foreign corporate debt obligations,
o     domestic and foreign government bonds, including U.S. government
      securities, and
o     mortgage-related securities (including collateralized mortgage
      obligations ("CMOs")) issued by private issuers.
      In general, these debt securities are referred to as "bonds." This
Underlying Fund's investments in U.S. government securities include
securities issued or guaranteed by the U.S. government or its agencies or
federally-chartered corporate entities referred to as "instrumentalities."
These include mortgage-related U.S. government securities and CMOs. This
Underlying Fund can also invest in money market instruments and other debt
obligations.
      There is no set allocation of this Underlying Fund's assets among the
classes of securities this Underlying Fund buys, but this Underlying Fund
focuses mainly on U.S. government securities and investment-grade debt
securities. However, if market conditions change, this Underlying Fund's
portfolio managers might change the relative allocation of this Underlying
Fund's assets. This Underlying Fund can invest up to 20% of its total assets
in high-yield debt securities that are below investment-grade (commonly
referred to as "junk bonds").
      This Underlying Fund seeks to maintain an average effective portfolio
duration of three to six years (measured on a dollar-weighted basis) to try
to reduce the volatility of the value of its securities portfolio. This
Underlying Fund has no limitations on the range of maturities of the debt
securities in which it can invest and therefore may hold bonds with short-,
medium- or long-term maturities. Because of market events and interest rate
changes, the duration of the portfolio might not meet that target at all
times. The Manager will attempt to maintain the overall weighted average
credit quality of the portfolio at a rating of "A-" (or equivalent) or higher
from any nationally recognized credit rating organization.  This Underlying
Fund can use derivatives to seek increased returns or try to hedge investment
risks.

Oppenheimer International Bond Fund - This Underlying Fund's primary objective
is to seek total return. The secondary objective is to seek income when
consistent with total return.
This Underlying Fund invests mainly in debt securities of foreign government
and corporate issuers. Those debt securities generally referred to as "bonds,"
include long-term and short-term government bonds, participation interests in
loans, corporate debt obligations, "structured" notes and other debt
obligations. They may include "zero coupon" or "stripped" securities. Under
normal circumstances, this Underlying Fund invests at least 80% of its net
assets (plus borrowings for investment purposes) in "bonds" and invests in at
least three countries other than the United States. This Underlying Fund's
non-fundamental policy of investing at least 80% of its net assets in "bonds"
will not be changed by this Underlying Fund's Board of Trustees without first
providing shareholders 60 days written notice of the change.  This Underlying
Fund does not limit its investments to securities of issuers in a particular
market capitalization or maturity range or rating category, and can hold rated
and unrated securities below investment grade. This Underlying Fund can invest
without limit in securities below investment grade (commonly called "junk
bonds") to seek total return and higher income.  Therefore, this Underlying
Fund's credit risks are greater than those of funds that buy only
investment-grade bonds. This Underlying Fund invests in debt securities of
issuers in both developed and emerging markets throughout the world.

Oppenheimer Master Loan Fund LLC - The investment objective of this
Underlying Fund is to seek as high a level of current income and preservation
of capital as is consistent with investing primarily in senior floating rate
loans and other debt securities.  Under normal circumstances, this Underlying
Fund will invest in floating (sometimes referred to as "adjustable") rate
loans made to U.S. and foreign borrowers that are corporations, partnerships
or other business entities. While most of these loans will be collateralized,
this Underlying Fund can also under normal circumstances invest in
uncollateralized floating rate loans. Collectively, these investments are
referred to as "Senior Loans" in this Confidential Private Placement
Memorandum.  These Senior Loans pay interest at rates that float above (or
are adjusted periodically based on) a benchmark that reflects current
interest rates, such as the prime rate offered by one or more major U.S.
banks (referred to as the "Prime Rate"), the certificate of deposit ("CD")
rate or the London Inter-Bank Offered Rate (referred to as "LIBOR").

      This Underlying Fund can also invest in cash and other securities, such
as unsecured floating rate loans, secured or unsecured fixed-rate loans,
collateralized loan obligations, floating rate notes or bonds,
investment-grade short-term debt obligations and repurchase agreements, under
normal circumstances.  This Underlying Fund can use derivative instruments,
including options, futures contracts, asset-backed securities, interest rate
swaps, credit default swaps and total return swaps, to hedge its portfolio.
This Underlying Fund can borrow money and use other techniques to manage its
cash flow, to finance repurchase offers, or to purchase assets, a technique
referred to as "leverage."

      This Underlying Fund will principally invest in debt obligations,
including Senior Loans, that are rated "B" or higher by one or more of the
ratings organizations such as Standard & Poor's Rating Services ("S&P") or
Moody's Investor Services, Inc. ("Moody's") or, if unrated, determined by OFI
Institutional to be of comparable quality, although, this Underlying Fund can
also invest in investments rated below "B."

      The allocation of this Underlying Fund's portfolio among the different
types of permitted investments will vary over time based upon the evaluation
of economic and market trends by OFI Institutional.

      In selecting investments for this Underlying Fund, OFI Institutional
evaluates overall investment opportunities and risks among the types of
investments this Underlying Fund can hold.  OFI Institutional analyzes the
credit standing and risks of borrowers whose loans or debt securities are
considered for this Underlying Fund's portfolio.  OFI Institutional evaluates
information about borrowers from its own research or research supplied by
agent banks or other sources. OFI Institutional selects only those Senior
Loans made to borrowers, and debt securities issued by borrowers, that it
believes are likely to pay the interest and repay the principal on their
indebtedness when it becomes due.  OFI Institutional considers many factors,
including among others,

o     the borrower's past and expected future financial performance;
o     the experience and depth of the borrower's management;
o     the collateral for the loan or other debt security in which this
         Underlying Fund proposes to invest;
o     the borrower's tangible assets and cash flows; and
o     the credit quality of the debt obligations of the agent bank servicing
         the loan and other intermediaries imposed between the borrower and
         this Underlying Fund, to assure the indebtedness of those agents and
         intermediaries is investment grade.








INFORMATION AND SERVICES

For More  Information  on  Oppenheimer  Portfolio  Series Fixed Income  Active
Allocation 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 Fund investments
and performance will be available in the Fund's Annual and Semi-Annual
Reports to shareholders. The Annual Report includes a discussion of market
conditions and investment strategies that significantly affected Fund
performance during its last fiscal year.

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

------------------------------------------------------------------------------
By Telephone:                 Call OppenheimerFunds Services toll-free:
                              1.800.CALL OPP (225.5677)
------------------------------------------------------------------------------
------------------------------------------------------------------------------
By Mail:                      Write to:
                              OppenheimerFunds Services
                              P.O. Box 5270
                              Denver, Colorado 80217-5270
------------------------------------------------------------------------------
------------------------------------------------------------------------------
On the Internet:              You can request these documents by e-mail or
                              through the OppenheimerFunds website.  You may
                              also read or download certain documents on the
                              OppenheimerFunds website at:
                              www.oppenheimerfunds.com
------------------------------------------------------------------------------

Information about the Fund and the Underlying Funds, including their
Statements 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 and the
Underlying Funds 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 any Fund, nor a
solicitation of an offer to buy shares of any 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.: 811-22120
PR0000.001.1207
Printed on recycled paper

Oppenheimer Portfolio Series
      Fixed Income Active Alloction Fund

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


Statement of Additional Information dated December 19, 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 December 19, 2007. It should be read
together with the Prospectus. You can obtain the Prospectus by writing to the
Fund's Transfer Agent, OppenheimerFunds Services, at P.O. Box 5270, Denver,
Colorado 80217, or by calling the Transfer Agent at the toll-free number
shown above, or by downloading it from the OppenheimerFunds Internet web site
at www.oppenheimerfunds.com.


Contents                                                                Page

About the Fund
Additional Information About the Fund's Investment Policies and Risks...
    The Fund's Investment Policies......................................
    The Underlying Fund's Investment Policies...........................
      Debt Securities...................................................
      Derivative Securities.............................................
      Other Investments and Investment and Strategies...................
    Investment Restrictions.............................................
Disclosure of Portfolio Holdings........................................
How the Fund is Managed.................................................
    Organization and History............................................
    Board of Trustees and Oversight Committees..........................
    Trustees and Officers of the Fund...................................
    The Manager.........................................................
Brokerage Policies of the Fund..........................................
Distribution and Service Plans..........................................
Payments to Fund Intermediaries.........................................
Performance of the Fund.................................................
About Your Account
How to Buy Shares.......................................................
How to Sell Shares......................................................
How to Exchange Shares..................................................
Dividends, Capital Gains and Taxes......................................
Additional Information About the Fund...................................

Financial Information About the Fund

Report of Independent Registered Public Accounting Firm.................
Financial Statements....................................................
Appendix A: Ratings Definitions...............................          A-1
Appendix B: Special Sales Charge Arrangements and Waivers.............. B-1







ABOUT  THE  FUND

Additional Information About the Fund's Investment Policies and Risks

      The investment objective, the principal investment policies, and the
main risks of the Fund are described in the Prospectus. The Fund is a special
type of fund known as a "fund of funds" that invests primarily in a
diversified portfolio of Oppenheimer mutual funds. Those funds are referred
to as the "Underlying Funds." This Statement of Additional Information
contains supplemental information about those policies and risks and the
types of securities the Fund's and Underlying Funds' investment manager,
OppenheimerFunds, Inc. (the "Manager"), can select for the Fund or the
Underlying Funds. Additional information is also provided about the
strategies that the Fund may use to try to achieve its objective.

The Fund's Investment Policies.  The Fund normally invests in a portfolio of
Class Y shares of the Underlying Funds. The Fund may invest in Class A shares
of an Underlying Fund if Class Y shares are not available. The composition of
those investments, and the factors considered in allocating the Fund's assets
among the Underlying Funds, may vary over time. From time to time, the Fund
may also invest in the securities of individual issuers directly, as
described below. The risks of such direct investments in those securities are
the same risks that the securities have in the portfolios of the Underlying
Funds. However the Fund may have greater exposure to such securities, and
therefore to such risks, when it makes a direct investment.

The Underlying Funds' Investment Policies.  The Fund's Prospectus includes
the investment objective and a brief description of each of the Underlying
Funds. The Underlying Funds are currently: Oppenheimer Champion Income Fund
("Champion Income Fund"), Oppenheimer Core Bond Fund ("Core Bond Fund"),
Oppenheimer International Bond Fund ("International Bond Fund") and
Oppenheimer Master Loan Fund LLC ("Master Loan Fund"). Set forth below is
supplemental information about the types of securities the Underlying Funds
may invest in, as well as strategies the Underlying Funds may use to try to
achieve their objectives. The charts below indicates some of the types of
securities and strategies that each of the Underlying Funds may use. The
choice of Underlying Funds, the objectives and investment policies of the
Underlying Funds and the Fund's allocations to the Underlying Funds may
change without notice to or approval of the Fund's shareholders.

------------------------------------------------------------------------
                          Champion    Core Bond  InternationaMaster
                         Income Fund    Fund      Bond Fund  Loan Fund
------------------------------------------------------------------------
------------------------------------------------------------------------
Equity Securities
------------------------------------------------------------------------
------------------------------------------------------------------------
Common Stock                  X           X           X
------------------------------------------------------------------------
------------------------------------------------------------------------
Preferred Stock               X           X           X
------------------------------------------------------------------------
------------------------------------------------------------------------
Convertible Securities        X           X           X
------------------------------------------------------------------------
------------------------------------------------------------------------
Rights                        X           X           X
------------------------------------------------------------------------
------------------------------------------------------------------------
Warrants                      X           X           X
------------------------------------------------------------------------
------------------------------------------------------------------------
Foreign Equity                X           X           X
Securities
------------------------------------------------------------------------
------------------------------------------------------------------------
  Developing Markets          X           X           X
------------------------------------------------------------------------
------------------------------------------------------------------------
  Privatization Programs      -           -           X
------------------------------------------------------------------------
------------------------------------------------------------------------
Investment Company            X           X           X
Securities
------------------------------------------------------------------------
------------------------------------------------------------------------
Fixed Income Securities
------------------------------------------------------------------------
------------------------------------------------------------------------
Floating Rate Securities      X           X           X          X
------------------------------------------------------------------------
------------------------------------------------------------------------
Variable Rate Securities      X           X           X          X
------------------------------------------------------------------------
------------------------------------------------------------------------
Zero Coupon Securities        X           X           X          X
------------------------------------------------------------------------
------------------------------------------------------------------------
Lower Grade Debt              X           X           X          X
Securities
------------------------------------------------------------------------
------------------------------------------------------------------------
Bank Obligations and          -           X           X
Related Securities
------------------------------------------------------------------------
------------------------------------------------------------------------
Loan Participation            X           X           -
Interests
------------------------------------------------------------------------
------------------------------------------------------------------------
Master Demand Notes           -           X           -
------------------------------------------------------------------------
------------------------------------------------------------------------
Foreign Debt Obligations      X           X           X          X
------------------------------------------------------------------------
------------------------------------------------------------------------
U.S. Government               X           X           X          X
Securities
------------------------------------------------------------------------
------------------------------------------------------------------------
  U.S. Treasury               X           X           X          X
  Obligations
------------------------------------------------------------------------
------------------------------------------------------------------------
  Government Agency           X           X           -
  Obligations
------------------------------------------------------------------------
------------------------------------------------------------------------
Mortgage Related              X           X           X
Securities
------------------------------------------------------------------------
------------------------------------------------------------------------
  Collateralized              X           X           X          X
  Mortgage Obligations
  (CMOs)
------------------------------------------------------------------------
------------------------------------------------------------------------
  Forward Rolls               X           X           X          X
------------------------------------------------------------------------
------------------------------------------------------------------------
  Stripped Mortgage           X           X           X          X
  Related Securities
------------------------------------------------------------------------
------------------------------------------------------------------------
  Mortgage Related            X           X           -
  Government Obligations
------------------------------------------------------------------------
------------------------------------------------------------------------
  Commercial Mortgage         X           X           X
  Related Obligations
------------------------------------------------------------------------
------------------------------------------------------------------------
Asset Backed Securities       X           X           -          X
------------------------------------------------------------------------
------------------------------------------------------------------------
Money Market Instruments      X           X           X
------------------------------------------------------------------------
------------------------------------------------------------------------
Commercial Paper              -           X           X
------------------------------------------------------------------------
------------------------------------------------------------------------
Senior Loans                  -           -           -          X
------------------------------------------------------------------------
------------------------------------------------------------------------
Derivatives
------------------------------------------------------------------------
------------------------------------------------------------------------
Futures                       X           X           X          X
------------------------------------------------------------------------
------------------------------------------------------------------------
Options                       X           X           X          X
------------------------------------------------------------------------
------------------------------------------------------------------------
  Write Covered Calls         X           X           X          X
------------------------------------------------------------------------
------------------------------------------------------------------------
  Write Put Options           X           X           X          X
------------------------------------------------------------------------
------------------------------------------------------------------------
  Purchase Puts and           X           X           X
  Calls
------------------------------------------------------------------------
------------------------------------------------------------------------
  Foreign Currency            X           X           X
  Options
------------------------------------------------------------------------
------------------------------------------------------------------------
Forward Contracts             X           X           X          X
------------------------------------------------------------------------
------------------------------------------------------------------------
Interest Rate Swaps           X           X           X          X
------------------------------------------------------------------------
------------------------------------------------------------------------
Total Return Swaps            -           -           X          X
------------------------------------------------------------------------
------------------------------------------------------------------------
Swaptions                     X           X           -          -
------------------------------------------------------------------------
------------------------------------------------------------------------
Credit Derivatives            X           X           -          X
------------------------------------------------------------------------
------------------------------------------------------------------------
Structured Notes              X           X           X          X
------------------------------------------------------------------------
------------------------------------------------------------------------
Other Investments and
Strategies
------------------------------------------------------------------------
------------------------------------------------------------------------
Repurchase Agreements         X           X           X          X
------------------------------------------------------------------------
------------------------------------------------------------------------
When Issued Securities        X           X           X          X
------------------------------------------------------------------------
------------------------------------------------------------------------
Delayed Delivery              X           X           X          X
Securities
------------------------------------------------------------------------
------------------------------------------------------------------------
Securities Lending            X           X           X          X
------------------------------------------------------------------------
------------------------------------------------------------------------
Borrowing for Leverage        -           -           X          -
------------------------------------------------------------------------
------------------------------------------------------------------------
Illiquid and Restricted       X           X           X          X
Securities
------------------------------------------------------------------------


      The Fund and the Underlying Funds are not required to use all of these
investment techniques and strategies in seeking their objectives. They may
use some of the investment techniques and strategies only at certain times or
not at all.

For more complete information about the investment policies and strategies of
one of the Underlying Funds, Oppenheimer Master Loan Fund LLC, please refer
to its registration statement, available on the EDGAR Database on the
Securities and Exchange Commission Internet website at ww.sec.gov. For more
complete information about the investment policies and strategies of three of
the Underlying Funds - Oppenheimer Core Bond Fund, Oppenheimer Champion
Income Fund and Oppenheimer International Bond Fund - please refer to each
Underlying Fund's prospectus and SAI available by calling 1.800.225.5677, or
by downloading it from the OppenheimerFunds, Inc. website at
www.oppenheimerfunds.com.


Debt Securities

      Some of the Underlying Funds invest in debt securities with differing
credit and maturity characteristics, and with fixed or floating interest
rates, to seek their objectives. Other Underlying Funds may invest in debt
securities for defensive purposes and/or for liquidity. Certain types of debt
securities in which the Underlying Funds may invest are described below. For
specific limitations on an Underlying Fund's investments in debt securities,
refer to the Statement of Additional Information for that fund.

      |X|...Floating Rate and Variable Rate Obligations. Some of the
securities that some of the Underlying Funds can purchase have variable or
floating interest rates The interest rate on a floating rate note is adjusted
automatically according to a stated prevailing market rate, such as a bank's
prime rate, the 91-day U.S. Treasury Bill rate, or some other standard. The
instrument's rate is adjusted automatically each time the base rate is
adjusted. The interest rates on variable rate obligations are adjusted at
stated periodic intervals.

      Generally, the changes in the interest rate on floating and variable
rate obligations 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 of the same
maturity.

      Floating rate and variable rate obligations that have a stated maturity
in excess of one year may have features that permit the holder to recover the
principal amount of the underlying security at specified intervals, generally
not exceeding one year and upon no more than 30 days' notice. Variable rate
obligations may have a demand feature that allows an Underlying Fund to
tender the obligation to the issuer or a third party at certain times. The
tender may be at par value plus accrued interest, according to the terms of
the obligations. Floating rate notes may also have a feature that allows the
holder to receive payment prior to maturity. The issuer of a "demand"
obligation normally has a corresponding right to prepay the outstanding
principal amount of the note plus accrued interest after a given period. The
issuer usually must provide a specified number of days' notice to the holder.

      The floating rate and variable rate obligations in which an Underlying
Fund may invest generally must meet the credit quality requirements of that
fund. The Manager may determine that an unrated floating rate or variable
rate obligation meets an Underlying Fund's quality standards by reason of
being backed by a letter of credit or guarantee issued by a bank that meets
those quality standards.

      |X|...Zero Coupon Securities. Certain Underlying Funds may buy
zero-coupon, delayed interest and "stripped" securities. Stripped securities
are debt securities whose interest coupons are separated from the security
and sold separately. Certain Underlying Funds can buy different types of
zero-coupon or stripped securities, including, among others, foreign debt
securities and U.S. Treasury notes or bonds that have been stripped of their
interest coupons, U.S. Treasury bills issued without interest coupons, and
certificates representing interests in stripped securities.

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

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

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

      Certain Underlying Funds may also invest in zero-coupon securities
issued by private-issuers such as domestic or foreign corporations. These
securities have the same interest rate risks as described above for
zero-coupon U.S. Treasury securities. An additional risk of private-issuer
zero-coupon securities is the credit risk that the issuer will be unable to
make payment at maturity of the obligation.

      |X|   Investment-Grade Debt Securities.  Some of the Underlying Funds
may invest in investment-grade debt obligations rated in the four highest
investment categories by Standard & Poor's Corporation, Moody's Investors
Service, Inc., or by another nationally recognized statistical rating
organization ("NRSRO"). If they are unrated, they will be assigned a rating
to be considered of similar quality to obligations that are rated investment
grade.

      |X|...Lower-Grade Debt Securities. "Lower-grade" debt securities are
those rated below "investment grade," which means they have a rating lower
than "Baa" by Moody's Investors Service, Inc. ("Moody's") or lower than "BBB"
by Standard & Poor's Rating Service ("S&P") or Fitch, Inc. ("Fitch"), or
similar ratings by other rating organizations. If they are unrated, and are
determined by an Underlying Fund's manager to be of comparable quality to
debt securities rated below investment grade, they are considered part of the
Underlying Fund's portfolio of lower-grade securities. Some of the Underlying
Funds can invest in securities rated as low as "C" or "D" or which may be in
default at the time of purchase. A description of the debt security ratings
categories of the principal rating organizations is included in Appendix A to
this Statement of Additional Information.

      Because lower-grade debt securities tend to offer higher yields than
investment-grade securities, an Underlying Fund might invest in lower-grade
securities if its manager is trying to achieve higher income.

      |X|...Bank Obligations and Securities That Are Secured By Them. Some of
the Underlying Funds can invest in bank obligations, including time deposits,
certificates of deposit, and bankers' acceptances. They must be either
obligations of a domestic bank with total assets of at least $1 billion or
obligations of a foreign bank with total assets of at least U.S. $1 billion.
Those Underlying Funds may also invest in instruments secured by bank
obligations (for example, debt which is guaranteed by the bank). For purposes
of this policy, the term "bank" includes commercial banks, savings banks, and
savings and loan associations that may or may not be members of the Federal
Deposit Insurance Corporation.

      Time deposits 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, time deposits that are subject to withdrawal
penalties, other than those maturing in seven days or less, are subject to
the limitation on investments by the Underlying Funds in illiquid investments.

      Bankers' acceptances are marketable short-term credit instruments used
to finance the import, export, transfer or storage of goods. They are deemed
"accepted" when a bank guarantees their payment at maturity.

      |X|...Loan Participation Interests. Some of the Underlying Funds can
invest in participation interests, subject to the Underlying Funds'
limitations on investments in illiquid investments. A participation interest
is an undivided interest in a loan made by the issuing financial institution
in the proportion that the buyer's participation interest bears to the total
principal amount of the loan. The issuing financial institution may have no
obligation to an Underlying Fund other than to pay the Underlying Fund the
proportionate amount of the principal and interest payments it receives. For
specific limitations on the Underlying Funds' investments in participation
interests, refer to the Statement of Additional Information for each
Underlying Fund.

      Participation interests are primarily dependent upon the
creditworthiness of the borrowing corporation, which is obligated to make
payments of principal and interest on the loan. There is a risk that a
borrower may have difficulty making payments. If a borrower fails to pay
scheduled interest or principal payments, an Underlying Fund could experience
a reduction in its income. The value of that participation interest might
also decline, which could affect the net asset value of an Underlying Fund's
shares. If the issuing financial institution fails to perform its obligations
under the participation agreement, an Underlying Fund might incur costs and
delays in realizing payment and suffer a loss of principal and/or interest.

      |X|...Master Demand Notes. Master demand notes are corporate
obligations that permit the investment of fluctuating amounts by the some
Underlying Funds at varying rates of interest under direct arrangements
between an Underlying Fund, as lender, and the borrower. They permit daily
changes in the amounts borrowed. An Underlying Fund has the right to increase
the amount under the note at any time up to the full amount provided by the
note agreement, or to decrease the amount. The borrower may prepay up to the
full amount of the note without penalty. These notes may or may not be backed
by bank letters of credit.

      Because these notes are direct lending arrangements between the lender
and borrower, it is not expected that there will be a trading market for
them. There is no secondary market for these notes, although they are
redeemable (and thus are immediately repayable by the borrower) at principal
amount, plus accrued interest, at any time. Accordingly, an Underlying Fund's
right to redeem such notes is dependent upon the ability of the borrower to
pay principal and interest on demand.

      The Underlying Funds may have no limitations on the type of issuer from
whom these notes will be purchased. However, in connection with such
purchases and on an ongoing basis, the Manager will consider the earning
power, cash flow and other liquidity ratios of the issuer, and its ability to
pay principal and interest on demand, including a situation in which all
holders of such notes made demand simultaneously. Investments in master
demand notes may be subject to the limitation on investments by an Underlying
Fund in illiquid securities, described in the Underlying Fund's Prospectus.

      |X|   Foreign Debt Obligations. Some of the Underlying Funds can invest
in obligations issued by foreign governments and private foreign issuers.

      ?  Foreign Sovereign Debt Obligations. The debt obligations of a
      foreign government and its agencies and instrumentalities may or may
      not be supported by the full faith and credit of the foreign
      government.

      Some of the Underlying Funds also can buy securities issued by certain
      "supra-national" entities, which include entities designated or
      supported by various governments to promote economic reconstruction or
      development, international banking organizations and related government
      agencies. Examples are the World Bank, the Asian Development Bank and
      the Inter-American Development Bank.

      The governmental members of these supra-national entities are
      "stockholders" that typically make capital contributions and may be
      committed to make additional capital contributions if the entity is
      unable to repay its borrowings. A supra-national entity's lending
      activities may be limited to a percentage of its total capital,
      reserves and net income. There can be no assurance that the constituent
      foreign governments will continue to be able or willing to honor their
      capitalization commitments for those entities.

        Brady Bonds. Some of the Underlying Funds can invest in U.S.
      dollar-denominated "Brady Bonds." These foreign debt obligations may be
      fixed-rate par bonds or floating-rate discount bonds. They are
      generally collateralized in full as to repayment of principal at
      maturity by U.S. Treasury zero-coupon obligations that have the same
      maturity as the Brady Bonds. Brady Bonds can be viewed as having three
      or four valuation components: (i) the collateralized repayment of
      principal at final maturity; (ii) the collateralized interest payments;
      (iii) the uncollateralized interest payments; and (iv) any
      uncollateralized repayment of principal at maturity. Those
      uncollateralized amounts constitute what is called the "residual risk."

      If there is a default on collateralized Brady Bonds resulting in
      acceleration of the payment obligations of the issuer, the zero-coupon
      U.S. Treasury securities held as collateral for the payment of
      principal will not be distributed to investors, nor will those
      obligations be sold to distribute the proceeds. The collateral will be
      held by the collateral agent to the scheduled maturity of the defaulted
      Brady Bonds. The defaulted bonds will continue to remain outstanding,
      and the face amount of the collateral will equal the principal payments
      which would have then been due on the Brady Bonds in the normal course.
      Because of the residual risk of Brady Bonds and the history of defaults
      with respect to commercial bank loans by public and private entities of
      countries issuing Brady Bonds, Brady Bonds are considered speculative
      investments.

      |X|   U.S. Government Securities. Some of the Underlying Funds may
invest in U.S. government securities. These are securities issued or
guaranteed by the U.S. Treasury or other U.S. government agencies or
federally-chartered corporate entities referred to as "instrumentalities."
The obligations of U.S. government agencies or instrumentalities in which the
Underlying Funds can invest may or may not be guaranteed or supported by the
"full faith and credit" of the United States. "Full faith and credit" means
generally that the taxing power of the U.S. government is pledged to the
payment of interest and repayment of principal on a security. If a security
is not backed by the full faith and credit of the United States, the owner of
the security must look principally to the agency issuing the obligation for
repayment. The owner might not be able to assert a claim against the United
States if the issuing agency or instrumentality does not meet its commitment.

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

        Obligations Issued or Guaranteed by U.S. Government Agencies or
      Instrumentalities. These include direct obligations and
      mortgage-related securities that have different levels of credit
      support from the government. Some are supported by the full faith and
      credit of the U.S. government, such as Government National Mortgage
      Association pass-through mortgage certificates (called "Ginnie Maes").
      Some are supported by the right of the issuer to borrow from the U.S.
      Treasury under certain circumstances, such as Federal National Mortgage
      Association bonds and Federal Home Loan Mortgage Corporation
      obligations.

      |X|   Mortgage-Related Securities. Some of the Underlying Funds can
invest in mortgage-related securities. Mortgage-related securities are a form
of derivative investment collateralized by pools of commercial or residential
mortgages. Pools of mortgage loans are assembled as securities for sale to
investors by government agencies or entities or by private issuers. These
securities include collateralized mortgage obligations ("CMOs"), mortgage
pass-through securities, stripped mortgage pass-through securities, interests
in real estate mortgage investment conduits ("REMICs") and other real
estate-related securities.

      Mortgage-related securities that are issued or guaranteed by agencies
or instrumentalities of the U.S. government have relatively little credit
risk (depending on the nature of the issuer) but are subject to interest rate
risks and prepayment risks, as described in the Prospectus.

      As with other debt securities, the prices of mortgage-related
securities tend to move inversely to changes in interest rates. Some of the
Underlying Funds can buy mortgage-related securities that have interest rates
that move inversely to changes in general interest rates, based on a multiple
of a specific index. Although the value of a mortgage-related security may
decline when interest rates rise, the converse is not always the case.

        Collateralized Mortgage Obligations. Collateralized mortgage
      obligations or CMOs, are multi-class bonds that are backed by pools of
      mortgage loans or mortgage pass-through certificates. They may be
      collateralized by:

o     pass-through certificates issued or guaranteed by Government National
               Mortgage Association (GNMA), Federal National Mortgage
               Association (FNMA), or Federal Home Loan Mortgage Corporation
               (FHLMC),
o     unsecuritized mortgage loans insured by the Federal Housing
               Administration or guaranteed by the Department of Veterans'
               Affairs,
o     unsecuritized conventional mortgages,
o     other mortgage-related securities, or
o     any combination of these.

      Each class of CMO, referred to as a "tranche," is issued at a specific
      coupon rate and has a stated maturity or final distribution date.
      Principal prepayments on the underlying mortgages may cause the CMO to
      be retired much earlier than the stated maturity or final distribution
      date. The principal and interest on the underlying mortgages may be
      allocated among the several classes of a series of a CMO in different
      ways. One or more tranches may have coupon rates that reset
      periodically at a specified increase over an index. These are floating
      rate CMOs, and typically have a cap on the coupon rate. Inverse
      floating rate CMOs have a coupon rate that moves in the reverse
      direction to an applicable index. The coupon rate on these CMOs will
      increase as general interest rates decrease. These are usually much
      more volatile than fixed rate CMOs or floating rate CMOs.

        Forward Rolls. Some of the Underlying Funds can enter into "forward
      roll" transactions with respect to mortgage-related securities. In this
      type of transaction, an Underlying Fund sells a mortgage-related
      security to a buyer and simultaneously agrees to repurchase a similar
      security (the same type of security, and having the same coupon and
      maturity) at a later date at a set price. The securities that are
      repurchased will have the same interest rate as the securities that are
      sold, but typically will be collateralized by different pools of
      mortgages (with different prepayment histories) than the securities
      that have been sold. Proceeds from the sale are invested in short-term
      instruments, such as repurchase agreements. The income from those
      investments, plus the fees from the forward roll transaction, are
      expected to generate income to an Underlying Fund in excess of the
      yield on the securities that have been sold.

      An Underlying Fund will only enter into "covered" rolls. To assure its
      future payment of the purchase price, the Underlying Funds will
      identify on its books liquid assets in an amount equal to the payment
      obligation under the roll.

      These transactions have risks. During the period between the sale and
      the repurchase, Underlying Funds will not be entitled to receive
      interest and principal payments on the securities that have been sold.
      It is possible that the market value of the securities an Underlying
      Fund sells might decline below the price at which the Underlying Funds
      are obligated to repurchase securities.

        "Stripped" Mortgage Related Securities. Some of the Underlying Funds
      may invest in stripped mortgage-related securities that are created by
      segregating the cash flows from underlying mortgage loans or mortgage
      securities to create two or more new securities. Each has a specified
      percentage of the underlying security's principal or interest payments.
      These are a form of derivative investment.

      Mortgage securities may be partially stripped so that each class
      receives some interest and some principal. However, they may be
      completely stripped. In that case all of the interest is distributed to
      holders of one type of security, known as an "interest-only" security,
      or "I/O," and all of the principal is distributed to holders of another
      type of security, known as a "principal-only" security or "P/O." Strips
      can be created for pass through certificates or CMOs.

      The yields to maturity of I/Os and P/Os are very sensitive to principal
      repayments (including prepayments) on the underlying mortgages. If the
      underlying mortgages experience greater than anticipated prepayments of
      principal, the Underlying Fund might not fully recoup its investment in
      an I/O based on those assets. If underlying mortgages experience less
      than anticipated prepayments of principal, the yield on the P/Os based
      on them could decline substantially. The market for some of these
      securities may be limited, making it difficult for an Underlying Fund
      to dispose of its holdings at an acceptable price.

        Mortgage-Related U.S. Government Securities. These include interests
      in pools of residential or commercial mortgages, in the form of
      collateralized mortgage obligations and other "pass-through" mortgage
      securities. CMOs that are U.S. government securities have collateral to
      secure payment of interest and principal. They may be issued in
      different series with different interest rates and maturities. The
      collateral is either in the form of mortgage pass-through certificates
      issued or guaranteed by a U.S. agency or instrumentality or mortgage
      loans insured by a U.S. government agency. For specific limitations on
      the Underlying Funds' investments in mortgage-related U.S. government
      securities, refer to the Statement of Additional Information for each
      Underlying Fund.

      The prices and yields of CMOs are determined, in part, by assumptions
      about the cash flows from the rate of payments of the underlying
      mortgages. Changes in interest rates may cause the rate of expected
      prepayments of those mortgages to change. In general, prepayments
      increase when general interest rates fall and decrease when interest
      rates rise.

      If prepayments of mortgages underlying a CMO occur faster than expected
      when interest rates fall, the market value and yield of the CMO will be
      reduced. Additionally, an Underlying Fund may have to reinvest the
      prepayment proceeds in other securities paying interest at lower rates,
      which could reduce that Underlying Funds' yield.

      When interest rates rise rapidly, if prepayments occur more slowly than
      expected, a short- or medium-term CMO can in effect become a long-term
      security, subject to greater fluctuations in value. These are the
      prepayment risks described above and can make the prices of CMOs very
      volatile when interest rates change. The prices of longer-term debt
      securities tend to fluctuate more than those of shorter-term debt
      securities. That volatility will affect the Underlying Funds' share
      prices.

        GNMA Certificates ("Ginnie Mae"). The GNMA is a wholly-owned
         corporate instrumentality of the United States within the U.S.
         Department of Housing and Urban Development. GNMA's principal
         programs involve its guarantees of privately-issued securities
         backed by pools of mortgages. Ginnie Maes are debt securities
         representing an interest in one or a pool of mortgages that are
         insured by the Federal Housing Administration or the Farmers Home
         Administration or guaranteed by the Veterans Administration.

         The Ginnie Maes in which some of the Underlying Funds invest are of
         the "fully modified pass-through" type. They provide that the
         registered holders of the Certificates will receive timely monthly
         payments of the pro-rata share of the scheduled principal payments
         on the underlying mortgages, whether or not those amounts are
         collected by the issuers. Amounts paid include, on a pro rata basis,
         any prepayment of principal of such mortgages and interest (net of
         servicing and other charges) on the aggregate unpaid principal
         balance of the Ginnie Maes, whether or not the interest on the
         underlying mortgages has been collected by the issuers.

         The Ginnie Maes purchased by the Underlying Funds are guaranteed as
         to timely payment of principal and interest by GNMA. In giving that
         guaranty, GNMA expects that payments received by the issuers of
         Ginnie Maes on account of the mortgages backing the Certificates
         will be sufficient to make the required payments of principal of and
         interest on those Ginnie Maes. However, if those payments are
         insufficient, the guaranty agreements between the issuers of the
         Ginnie Maes and GNMA require the issuers to make advances sufficient
         for the payments. If the issuers fail to make those payments, GNMA
         will do so.

         Under federal law, the full faith and credit of the United States is
         pledged to the payment of all amounts that may be required to be
         paid under any guaranty issued by GNMA as to such mortgage pools. An
         opinion of an Assistant Attorney General of the United States, dated
         December 9, 1969, states that such guaranties "constitute general
         obligations of the United States backed by its full faith and
         credit." GNMA is empowered to borrow from the United States Treasury
         to the extent necessary to make any payments of principal and
         interest required under those guaranties.

         Ginnie Maes are backed by the aggregate indebtedness secured by the
         underlying FHA-insured, FMHA-insured or VA-guaranteed mortgages.
         Except to the extent of payments received by the issuers on account
         of such mortgages, Ginnie Maes do not constitute a liability of
         those issuers, nor do they evidence any recourse against those
         issuers. Recourse is solely against GNMA. Holders of Ginnie Maes
         (such as the Underlying Funds) have no security interest in or lien
         on the underlying mortgages.

         Monthly payments of principal will be made, and additional
         prepayments of principal may be made, to the Underlying Funds with
         respect to the mortgages underlying the Ginnie Maes held by the
         Underlying Funds. All of the mortgages in the pools relating to the
         Ginnie Maes in the Underlying Funds are subject to prepayment
         without any significant premium or penalty, at the option of the
         mortgagors. While the mortgages on 1-to-4-family dwellings
         underlying certain Ginnie Maes have a stated maturity of up to
         thirty years, it has been the experience of the mortgage industry
         that the average life of comparable mortgages, as a result of
         prepayments, refinancing and payments from foreclosures, is
         considerably less.

        FNMA Certificates ("Fannie Mae"). FNMA, a federally-chartered and
         privately-owned corporation, issues Fannie Mae Certificates which
         are backed by a pool of mortgage loans. FNMA guarantees to each
         registered holder of a Fannie Mae Certificate that the holder will
         receive amounts representing the holder's proportionate interest in
         scheduled principal and interest payments, and any principal
         prepayments, on the mortgage loans in the pool represented by such
         Certificate, less servicing and guarantee fees, and the holder's
         proportionate interest in the full principal amount of any
         foreclosed or other liquidated mortgage loan. In each case the
         guarantee applies whether or not those amounts are actually
         received. The obligations of FNMA under its guarantees are
         obligations solely of FNMA and are not backed by the full faith and
         credit of the United States or any of its agencies or
         instrumentalities other than FNMA.

         FHLMC Certificates. FHLMC, a corporate instrumentality of the United
         States, issues FHLMC Certificates representing interests in mortgage
         loans. FHLMC guarantees to each registered holder of a FHLMC
         Certificate timely payment of the amounts representing a holder's
         proportionate share of:

o     interest payments less servicing and guarantee fees,
o     principal prepayments, and
o     the ultimate collection of amounts representing the holder's
               proportionate interest in principal payments on the mortgage
               loans in the pool represented by the FHLMC Certificate, in
               each case whether or not such amounts are actually received.

         The obligations of FHLMC under its guarantees are obligations solely
         of FHLMC and are not backed by the full faith and credit of the
         United States.

         Commercial (Privately-Issued) Mortgage Related Securities. Some of
      the Underlying Funds can invest in commercial mortgage-related
      securities issued by private entities. Generally these are multi-class
      debt or pass-through certificates secured by mortgage loans on
      commercial properties. They are subject to the credit risk of the
      issuer. These securities typically are structured to provide protection
      to investors in senior classes from possible losses on the underlying
      loans. They do so by having holders of subordinated classes take the
      first loss if there are defaults on the underlying loans. They may also
      be protected to some extent by guarantees, reserve funds or additional
      collateralization mechanisms.

      |X|   Asset-Backed Securities. Some of the Underlying Funds may invest
in asset-backed securities. Asset-backed securities are fractional interests
in pools of assets, typically accounts receivable or consumer loans. They are
issued by trusts or special-purpose corporations. These securities are
subject to prepayment risks and the risk of default by the issuer as well as
by the borrowers of the underlying loans in the pool. They are similar to
mortgage-related securities, described above, and are backed by a pool of
assets that consist of obligations of individual borrowers. The income from
the pool is passed through to the holders of participation interest in the
pools. The pools may offer a credit enhancement, such as a bank letter of
credit, to try to reduce the risks that the underlying debtors will not pay
their obligations when due. However, the enhancement, if any, might not be
for the full par value of the security. If the enhancement is exhausted and
any required payments of interest or repayments of principal are not made, an
Underlying Fund could suffer losses on its investment or delays in receiving
payment.

      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, and is also affected
if any credit enhancement has been exhausted. The risks of investing in
asset-backed securities are ultimately related to payment of consumer loans
by the individual borrowers. As a purchaser of an asset-backed security, an
Underlying 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 may shorten the weighted average life
of asset-backed securities and may lower their return, in the same manner as
in the case of mortgage-backed securities and CMOs.

      |X|   Money Market and Other Short-Term Debt Obligations.  Some of the
Underlying Funds can invest in a variety of high quality money market
instruments and other short-term debt obligations, under both normal market
conditions and for defensive purposes. Money market securities are
high-quality, short-term debt instruments that are issued by the U.S.
government, corporations, banks or other entities. They may have fixed,
variable or floating interest rates. The following is a brief description of
the types of money market securities and short-term debt obligations the
Underlying Funds can invest in.

         Bank Obligations. Some of the Underlying Funds can buy time
      deposits, certificates of deposit and bankers' acceptances. They must
      be:

o     obligations issued or guaranteed by a domestic bank or foreign bank
               (including a foreign branch of a domestic bank) having total
               assets of at least U.S. $1 billion,
o     banker's acceptances (which may or may not be supported by letters of
               credit) only if guaranteed by a U.S. commercial bank with
               total assets of at least U.S. $1 billion.

      Some of the Underlying Funds can make time deposits. These are
      non-negotiable deposits in a bank for a specified period of time. They
      may be subject to early withdrawal penalties. Time deposits that are
      subject to early withdrawal penalties are subject to an Underlying
      Fund's limits on illiquid investments. "Banks" include commercial
      banks, savings banks and savings and loan associations.

         Commercial Paper. Some of the Underlying Funds can invest in
      commercial paper if it is rated within the top three rating categories
      of S&P and Moody's or other rating organizations. If the paper is not
      rated, it may be purchased if the Underlying Funds' manager determines
      that it is comparable to rated commercial paper in the top three rating
      categories of national rating organizations.

      Some of the Underlying Funds can buy commercial paper that is not in
the top three rating categories (including U.S. dollar-denominated securities
of foreign branches of U.S. banks) if the commercial paper is guaranteed as
to principal and interest by a bank, government or corporation whose
certificates of deposit or commercial paper may otherwise be purchased by an
Underlying Fund.

Main Risks of Debt Securities

      In general, debt securities are subject to two primary types of risk:
credit risk and interest rate risk. The values of debt securities may be
affected by changes in the market's perception of the likely direction of
interest rates and/or the creditworthiness of the entity issuing or
guaranteeing a security. Their values may also be affected by changes in
government regulations and tax policies.

      |X|   Credit Risk. Credit risk relates to the ability of the issuer to
meet interest or principal payments or both as they become due. In general,
lower-grade, higher-yield bonds are subject to credit risk to a greater
extent than lower-yield, higher-quality bonds.

      U.S. government securities, although unrated, are generally considered
to be equivalent to securities in the highest rating categories.
Investment-grade bonds are bonds that are rated at least "Baa" by `Moody's,
or at least "BBB" by S&P Fitch, or have comparable ratings by another
nationally-recognized rating organization.

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

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

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

      |X|   Special Risks of Lower-Grade Debt Securities. Because lower-grade
debt securities tend to offer higher yields than investment-grade securities,
an Underlying Fund might invest in lower-grade securities if its manager is
trying to achieve higher income. For specific limitations on Underlying
Funds' investments in lower-grade debt securities, refer to the Statement of
Additional Information for each Underlying Fund.

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

      To the extent they can be converted into stock, convertible securities
may be less subject to some of the risks of volatility than non-convertible
high yield bonds, since stock may be more liquid and less affected by some of
these risk factors.

      Senior Loans.  The Senior Loans that one of the Underlying Funds, OFII
Senior Master Loan Trust, invests in are loans made to U.S. or foreign
corporations, partnerships or other business entities (referred to as
"borrowers"). Senior Loans are often issued in connection with
recapitalizations, acquisitions, leveraged buyouts, and refinancings of
borrowers. While most of the Senior Loans that the Fund will invest in will
be collateralized, the Fund can also invest in loans that are not
collateralized, as discussed below. Senior loans are debt obligations on
which interest is payable at rates that adjust periodically, using a base
rate plus a premium or spread above the base rate.  The base rate usually is
a benchmark that "floats" or changes to reflect current interest rates, such
as:
o     the prime rate offered by one or more major U.S. banks (referred to as
         the "Prime Rate"), or
o     the London Inter-Bank Offered Rate ("LIBOR"), or
o     the certificate of deposit ("CD") rate or other base rate used by
         commercial lenders.

      The applicable rate is defined in the loan agreement. Borrowers tend to
select the base lending rate that results in the lowest interest cost, and
the rate selected may change from time to time. If the benchmark interest
rate on a Senior Loan changes, the rate payable to lenders under the Senior
Loan will, in turn, change at the next scheduled adjustment date.  If the
benchmark rate increases, the Fund would earn interest at a higher rate on
that Senior Loan, but after the adjustment date.  If the benchmark rate
decreases, the Fund would earn interest at a lower rate on that Senior Loan
after the adjustment date.

      Interest rates may adjust daily, monthly, quarterly, semi-annually or
annually.  The Fund may use interest rate swap agreements and other hedging
practices to shorten the effective interest rate adjustment period of a
Senior Loan.  Investments in Senior Loans with longer interest rate
adjustment periods may increase fluctuations in the Fund's net asset values
as a result of interest rate changes.

      Senior Loans typically are negotiated between a borrower and one or
more commercial banks or other financial institutions as lenders.  The
lenders are represented by one or more lenders acting as agent of all of the
lenders.  The Senior Loans then are syndicated among a group of commercial
banks and financial institutions.

      The agent is responsible for negotiating the terms and conditions of
the Senior Loan and the rights of the borrower and the lenders. The agent
typically administers and enforces the loan on behalf of the other lenders in
the syndicate. The agent normally is responsible to collect principal and
interest payments from the borrower and to apportion those payments among the
lenders that are parties to the agreement. The borrower compensates the agent
for its services. That compensation may include fees for funding and
structuring the loan as well as fees on a continuing basis for other
services. A purchaser of a Senior Loan may receive syndication or
participation fees in connection with its purchase. Other fees payable with
respect to a Senior Loan, which are separate from interest payments, may
include facility, commitment, amendment and prepayment fees.

      The Fund will generally rely on the agent under a particular Senior
Loan to collect the Fund's portion of the loan payments and to use any
appropriate remedies against the borrower if necessary. In addition, an
institution (which may or may not be the agent) holds any collateral under
the loan on behalf of the lenders. If the agent under a Senior Loan became
insolvent or was declared as bankrupt or had a receiver appointed, the
agent's appointment under the Senior Loan could be terminated and a successor
would be appointed. While in that case the assets held under the loan should
remain available to the lenders, if those assets were determined by a court
or regulatory authority to be subject to the claims of the agent's creditors,
the Fund might incur delays and costs in realizing payment on the loan, or it
might suffer a loss of principal and/or interest.

      Senior Loans often have restrictive covenants designed to limit the
activities of the borrower in an effort to protect the right of Lenders to
receive timely payments of interest on and repayment of principal of the
Senior Loans.  Senior loans include debt obligations of foreign borrowers
that are in the form of dollar-denominated notes rather than loan agreements.

      The Fund may act as one of the original lenders originating a Senior
Loan, or it may purchase assignments of interests in Senior Loans, or it may
invest in participation interests in Senior Loans.

      The Fund may be required to pay and may receive various fees and
commissions in connection with buying, selling and holding interests in
Senior Loans. Borrowers typically pay a variety of fees to lenders when a
Senior Loan is originated. The Fund may receive those fees directly if it
acts as an original lender or if it acquires an assignment of a Senior Loan.
When the Fund buys an assignment, it may be required to pay a fee to the
assigning lender or forgo a portion of the interest or fees payable to it.
The seller of a participation interest may deduct a portion of the interest
and any fees payable to the Fund as an administrative fee. Similarly, the
Fund might be required to pass along to a buyer of a Senior Loan from the
Fund a portion of the fees that the Fund is entitled to.

      The Fund may have obligations under a Senior Loan, including the
obligation to make additional loans in certain circumstances. In that case,
the Fund will reserve against that contingency by identifying on its books
cash or other liquid securities in an amount equal to the obligation. The
amounts identified in that manner may reduce the Fund's income. The Fund will
not purchase a Senior Loan that would require the Fund to make additional
loans, if as a result of that purchase, all of the Fund's additional loan
commitments would exceed 20% of the Fund's total assets.

o     Acting as an Original Lender. When the Fund acts as an original lender,
         it participates in structuring the Senior Loan. As an original
         lender it will have a direct contractual relationship with the
         borrower and may enforce the borrower's compliance with the terms of
         the loan agreement. The Fund may also have rights with respect to
         any funds acquired by other lenders under the Loan Agreement as a
         set-off against the borrower.  Lenders have full voting and consent
         rights as to the provisions under loan agreements. Action by lender
         votes or consent may require approval of a specified percentage of
         lenders, or, in some cases, unanimous consent. The Fund will not act
         as the agent or collateral holder for a Senior Loan, nor as a
         guarantor or sole negotiator with respect to a Senior Loan.

o     Buying Assignments of Loans.  If the Fund purchases an assignment from
         a lender, the Fund typically will succeed to all of the rights and
         obligations under the loan agreement of the assigning lender and
         will generally become a "lender" for the purposes of the particular
         loan agreement. In that case, the Fund will have direct contractual
         rights under the loan agreement and any related collateral security
         documents in favor of the lenders under that loan agreement. In some
         cases the rights and obligations acquired by a purchaser of an
         assignment may differ from, and be more limited than, those held by
         the assigning lender.

o     Buying Participation Interests.  Participation interests may be
         acquired from a lender or from other holders of participation
         interests. If the Fund buys a participation interest from a lender
         or other participant, the Fund will not have a direct contractual
         relationship with the borrower. It will be required to rely on the
         lender or participant that sold the participation interest to
         enforce the Fund's rights against the borrower, to collect payments
         due under the Senior Loan and to foreclose on collateral in the
         event of the borrower's default. In that case, the Fund is subject
         to the credit risk of both the borrower and the selling lender or
         participant interposed between the borrower and the Fund under the
         loan (these are referred to as intermediate participants).

         In the case of participation interests, the Fund might have to
         assert any rights it may have against the borrower through an
         intermediate participant if the borrower fails to pay interest and
         principal when due. In that case, the Fund might be subject to
         greater delays, risks and expenses than if the Fund could assert its
         rights directly against the borrower. The Fund may not have any
         right to vote on whether to waive enforcement of restrictive
         covenants breached by a borrower and might not benefit directly from
         collateral supporting the Senior Loan in which it has purchased a
         participation interest.


         Also, under a participation interest the Fund might be deemed to be
         a creditor of the intermediate participant rather than the borrower,
         so that the Fund will be exposed to the credit risks of the
         intermediate participant. The Fund will generally invest in loans
         through the purchase of an assignment or participation interests
         that are rated "B" or higher by one or more of the ratings
         organizations or, if unrated, determined by OFI Institutional to be
         of comparable quality, although, the Fund can also invest in
         investments, including assignments or participation interests, rated
         below "B."


      Priority of a Senior Loan.  Senior Loans generally hold a senior
position in the capital structure of the borrower.  They may include loans
that hold the most senior position, loans that hold an equal ranking with
other senior debt, or loans that are, in the judgment of OFI Institutional,
in the category of senior debt of the borrower.  That senior position in the
borrower's capital structure generally gives the holders of Senior Loans a
claim on some or all of the borrower's assets that is senior to that of
subordinated debt, preferred stock and common stock of the borrower in the
event that the borrower defaults or becomes bankrupt.

      Collateral Requirements for Senior Loans.  Most, but not all, of the
Senior Loans in which the Fund invests must be fully collateralized with one
or more of (1) working capital assets, such as accounts receivable and
inventory, (2) tangible fixed assets, such as real property, buildings and
equipment, (3) intangible assets such as trademarks or patents, or (4)
security interests in shares of stock of the borrower or its subsidiaries or
affiliates.  A loan agreement may or may not require the borrower to pledge
additional collateral to secure a Senior Loan if the value of the initial
collateral declines.

      Collateral may consist of assets that may not be readily liquidated,
and there is no assurance that the liquidation of those assets would satisfy
a borrower's obligations under a Senior Loan. In the case of loans to a
non-public company, the company's shareholders or owners may provide
collateral in the form of secured guarantees and/or security interests in
assets that they own.



Equity Securities

Some of the Underlying Funds focus their investments in equity securities of
U.S. and/or foreign companies. Equity securities include common stocks,
preferred stocks, rights and warrants, and securities convertible into common
stock. Investments in equity securities may include stocks of companies of
all market capitalization ranges: small-cap, mid-cap and large-cap. Certain
of the Underlying Funds emphasis equity investments in one or more
capitalization ranges. Certain of the Underlying Funds pursue a "growth"
investing strategy, while others pursue a "value" investing policy.

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

      If interest rates rise, the fixed dividend on preferred stocks may be
less attractive, causing the price of preferred stocks to decline. Preferred
stock may have mandatory sinking fund provisions, as well as provisions
allowing calls or redemptions prior to maturity, which can also have a
negative impact on prices when interest rates decline.

      Preferred stocks are equity securities because they do not constitute a
liability of the issuer and therefore do not offer the same degree of
assurance of continued income as debt securities. The rights of preferred
stock on distribution of a corporation's assets in the event of a liquidation
are generally subordinate to the rights associated with a corporation's debt
securities. Preferred stock generally has a preference over common stock on
the distribution of a corporation's assets in the event of liquidation of the
corporation.

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

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

      While some convertible securities are a form of debt security, in
certain cases their conversion feature (allowing conversion into equity
securities) causes them to be regarded by the Manager more as "equity
equivalents." As a result, the credit rating assigned to the security might
have less impact on the Manager's investment decision with respect to
convertible securities than in the case of non-convertible fixed-income
securities. Convertible debt securities are subject to the credit risks and
interest rate risks described below in "Main Risks of Debt Securities."

      To determine whether convertible securities should be regarded as
"equity equivalents," the Manager may examine the following factors:

         (1)whether, at the option of the investor, the convertible security
            can be exchanged for a fixed number of shares of common stock of
            the issuer,
         (2)whether the issuer of the convertible securities has restated its
            earnings per share of common stock on a fully diluted basis
            (considering the effect of conversion of the convertible
            securities), and
         (3)the extent to which the convertible security may be a defensive
            "equity substitute," providing the ability to participate in any
            appreciation in the price of the issuer's common stock.

      |X|   Rights and Warrants. Some of the Underlying Funds may invest in
warrants or rights. For specific limitations on the Underlying Funds'
investments in rights and warrants, refer to the Statement of Additional
Information for each Underlying Fund.

      Warrants basically are options to purchase equity securities at
specific prices valid for a specific period of time. Their prices do not
necessarily move parallel to the prices of the underlying securities. Rights
are similar to warrants, but normally have a short duration and are
distributed directly by the issuer to its shareholders. Rights and warrants
have no voting rights, receive no dividends and have no rights with respect
to the assets of the issuer.

|X|   Investing in Foreign Securities.  Some of the Underlying Funds may
invest in foreign securities. "Foreign securities" include equity and debt
securities issued or guaranteed by companies organized under the laws of
countries other than the United States and debt securities issued or
guaranteed by governments other than the U.S. government or by foreign
supra-national entities, such as the International Bank for Reconstruction
and Development ("World Bank"). They also include securities of companies
(including those that are located in the U.S. or organized under U.S. law)
that derive a significant portion of their revenue or profits from foreign
businesses, investments or sales, or that have a significant portion of their
assets abroad. Those securities may be traded on foreign securities exchanges
or in the foreign over-the-counter markets. Securities denominated in foreign
currencies issued by U.S. companies are also considered to be "foreign
securities." For specific information on the type of securities that an
Underlying Fund considers "foreign securities" and the limitations on the
total amount of assets of the Underlying Funds that can be invested in
foreign securities, refer to the prospectuses and statements of additional
information for the Underlying Funds.

      Securities of foreign issuers that are represented by American
Depository Receipts or that are listed on a U.S. securities exchange or
traded in the U.S. over-the-counter markets may be considered "foreign
securities" for the purpose of the Underlying Funds' investment allocations
because they are subject to some of the special considerations and risks,
discussed below, that apply to foreign securities traded and held abroad.

      Investing in foreign securities offers potential benefits not available
from investing solely in securities of domestic issuers. They include the
opportunity to invest in foreign issuers that appear to offer income
potential, or in foreign countries with economic policies or business cycles
different from those of the U.S., or to reduce fluctuations in portfolio
value by taking advantage of foreign securities markets that do not move in a
manner parallel to U.S. markets, or to benefit from the appreciation relative
to the U.S. Dollar of foreign currencies in which such securities may
denominated. The Underlying Funds will hold foreign currency only in
connection with the purchase or sale of foreign securities.

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

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

      In the past, U.S. government policies have discouraged certain
investments abroad by U.S. investors, through taxation or other restrictions,
and it is possible that such restrictions could be re-imposed. Certain types
of foreign securities have other particular risks. The following information
describes some of the risks of particular foreign securities.

      |X|   Passive Foreign Investment Companies. Some securities of
      corporations domiciled outside the U.S. which the Underlying Funds may
      purchase, may be considered passive foreign investment companies
      ("PFICs") under U.S. tax laws. PFICs are those foreign corporations
      which generate primarily passive income. They tend to be growth
      companies or "start-up" companies. For federal tax purposes, a
      corporation is deemed a PFIC if 75% or more of the foreign
      corporation's gross income for the income year is passive income or if
      50% or more of its assets are assets that produce or are held to
      produce passive income. Passive income is further defined as any income
      to be considered foreign personal holding company income within the
      subpart F provisions defined by Internal Revenue Code of 1986, as
      amended ("Internal Revenue Code")ss.954.

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

      Subject to the limits under the Investment Company Act of 1940 (the
      "Investment Company Act"), the Underlying Funds may also invest in
      foreign mutual funds which are also deemed PFICs (since nearly all of
      the income of a mutual fund is generally passive income). Investing in
      these types of PFICs may allow exposure to various countries because
      some foreign countries limit, or prohibit, all direct foreign
      investment in the securities of companies domiciled therein.

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

      |X|        Special Risks of Emerging and Developing Markets. Emerging
      and developing markets abroad may also offer special opportunities for
      investing but have greater risks than more developed foreign markets,
      such as those in Europe, Canada, Australia, New Zealand and Japan.
      There may be even less liquidity in their securities markets, and
      settlements of purchases and sales of securities may be subject to
      additional delays. They are subject to greater risks of limitations on
      the repatriation of income and profits because of currency restrictions
      imposed by local governments. Those countries may also be subject to
      the risk of greater political and economic instability, which can
      greatly affect the volatility of prices of securities in those
      countries. The Underlying Funds' Manager will consider these factors
      when evaluating securities in these markets. For specific limitations
      on the Underlying Funds' investments in emerging and developing
      markets, refer to the Statement of Additional Information for each
      Underlying Fund.

         o  Settlement of Transactions. Settlement procedures in developing
            markets may differ from those of more established securities
            markets. Settlements may also be delayed by operational problems.
            Securities issued by developing countries and by issuers located
            in those countries may be subject to extended settlement periods.
            Delays in settlement could result in temporary periods during
            which a portion of an Underlying Fund's assets is uninvested and
            no return is earned on those assets. The inability of an
            Underlying Fund to make intended purchases of securities due to
            settlement problems could cause an Underlying Fund to miss
            investment opportunities. An Underlying Fund could suffer losses
            from the inability to dispose of portfolio securities due to
            settlement problems. As a result there could be subsequent
            declines in the value of the portfolio security, a decrease in
            the level of liquidity of an Underlying Fund's portfolio or, if
            an Underlying Fund has entered into a contract to sell the
            security, a possible liability to the purchaser.

         o  Price Volatility. Securities prices in developing markets may be
            significantly more volatile than is the case in more developed
            nations of the world. In particular, countries with emerging
            markets may have relatively unstable governments. That presents
            the risk of nationalization of businesses, restrictions on
            foreign ownership or prohibitions of repatriation of assets.
            These countries may have less protection of property rights than
            more developed countries. The economies of developing countries
            may be predominantly based on only a few industries and, as such,
            may be highly vulnerable to changes in local or global trade
            conditions.

         o  Less Developed Securities Markets. Developing market countries
            may have less well-developed securities markets and exchanges.
            Consequently they have lower trading volume than the securities
            markets of more developed countries. These markets may be unable
            to respond effectively to increases in trading volume. Therefore,
            prompt liquidation of substantial portfolio holdings may be
            difficult at times. As a result, these markets may be
            substantially less liquid than those of more developed countries,
            and the securities of issuers located in these markets may have
            limited marketability.

         o  Government Restrictions. In certain developing countries,
            government approval may be required for the repatriation of
            investment income, capital or the proceeds of sales of securities
            by foreign investors, such as an Underlying Fund. Also, a
            government might impose temporary restrictions on remitting
            capital abroad if the country's balance of payments deteriorates,
            or it might do so for other reasons. If government approval were
            delayed or refused, an Underlying Fund could be adversely
            affected. Additionally, an Underlying Fund could be adversely
            affected by the imposition of restrictions on investments by
            foreign entities.

         o  Privatization Programs. The governments in some developing
            countries have been engaged in programs to sell all or part of
            their interests in government-owned or controlled enterprises.
            Privatization programs may offer opportunities for significant
            capital appreciation, and the Manager may invest Underlying Funds
            assets in privatization programs in what it considers to be
            appropriate circumstances. In certain developing countries, the
            ability of foreign entities such as an Underlying Fund to
            participate in privatization programs may be limited by local
            law. Additionally, the terms on which an Underlying Fund might be
            permitted to participate may be less advantageous than those
            afforded local investors. There can be no assurance that
            privatization programs will be successful.

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

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

Derivative Securities

      Some of the Underlying Funds can invest in a variety of derivative
investments to seek income, to seek income for liquidity needs or for hedging
purposes. Some derivative investments the Underlying Funds can use are the
hedging instruments described below in this Statement of Additional
Information. Segregated accounts will be maintained for all derivative
transactions, to the extent required by the Investment Company Act. For
further information on the Underlying Funds' investments in derivatives,
refer to the Statement of Additional Information for each Underlying Fund.

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

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

      |X|   Using Derivatives for Hedging. Many Underlying Funds can use
derivative instruments for hedging, even if they do not use them in seeking
their objectives, to attempt to protect against declines in the market value
of the Underlying Funds' portfolios, to permit the Underlying Fund to retain
unrealized gains in the value of portfolio securities which have appreciated,
or to facilitate selling securities for investment reasons, those Underlying
Funds could:
o     sell futures contracts,
o     buy puts on futures or on securities, or
o     write covered calls on securities or futures. Covered calls may also be
               used to increase certain Underlying Funds' income.

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

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

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

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

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

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

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

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

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

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

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

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

      |X|   Futures Contracts. Some of the Underlying Funds can buy and sell
futures contracts that relate to (1) broadly-based bond or other security
indices (these are referred to as "financial futures"); (2) commodity
contracts (these are referred to as "commodity futures"); (3) debt securities
(these are referred to as "interest rate futures"); (4) foreign currencies
(these are referred to as "forward contracts"); (5) individual stock (these
are referred to as "single stock futures"); (6) bond indices (these are
referred to as "bond index futures"); and (7) broadly-based stock indices
(these are referred to as "stock index futures"). For specific information on
the permitted type of futures contract for an Underlying Fund, refer to the
Statement of Additional Information for each Underlying Fund.

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

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

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

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

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

         Leverage.  There is much greater leverage in futures trading than in
         stocks.  As a registered investment company, an Underlying Fund must
         pay in full for all securities it purchases.  In other words, the
         Underlying Fund is not allowed to purchase securities on margin.
         However, the Underlying Fund may be allowed to purchase futures
         contracts on margin. The initial margin requirements are typically
         between 3% and 6% of the face value of the contract.  That means the
         Underlying Fund is only required to pay up front between 3% to 6%
         percent of the face value of the futures contract.  Therefore, the
         Underlying Fund has a higher degree of leverage in its futures
         contract purchases than in its stock purchases.  As a result there
         may be differences in the volatility of rates of return between
         securities purchases and futures contract purchases, with the
         returns from futures contracts being more volatile.

      |X|   Options. Some Underlying Funds can buy and sell certain kinds of
put options ("puts") and call options ("calls"). The Underlying Funds can buy
and sell exchange-traded and over-the-counter put and call options, including
index options, securities options, currency options, commodities options, and
options on the other types of futures described in this Statement of
Additional Information.

         Writing (Selling) Covered Call Options. Some Underlying Funds can
         write (that is, sell) covered calls. If an Underlying Fund sells a
         call option, it must be covered. That means the Underlying Fund must
         own the security subject to the call while the call is outstanding,
         or, for calls on futures and indices, the call may be covered by
         identifying liquid assets to enable the Underlying Fund to satisfy
         its obligations if the call is exercised. For specific limitations
         on the Underlying Funds' investments in covered calls, refer to the
         Statement of Additional Information for each Underlying Fund.

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

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

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

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

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

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

         Writing Uncovered Call Options on Futures Contracts.  Some of the
         Underlying Funds may write calls on a futures contract without
         owning the futures contract or securities deliverable under the
         contract. To do so, at the time the call is written, the Underlying
         Fund must cover the call by segregating an equivalent dollar amount
         of liquid assets.  The Underlying Fund will segregate additional
         liquid assets if the value of the segregated assets drops below 100%
         of the current value of the future.  Because of this segregation
         requirement, in no circumstances would the Underlying Fund receipt
         of an exercise notice as to that future require the Underlying Fund
         to deliver a futures contract. It would simply put the Underlying
         Fund in a short futures position, which may be permitted by the
         Underlying Fund's hedging policies.

         Writing Put Options.  Some Underlying Funds can sell put options on
         securities, broadly-based securities indices, foreign currencies and
         futures. A put option on securities gives the purchaser the right to
         sell, and the writer the obligation to buy, the underlying
         investment at the exercise price during the option period. For
         specific limitations on the Underlying Funds' investments in put
         options, refer to the Statement of Additional Information for each
         Underlying Fund.

         If an Underlying Fund writes a put, the put must be covered by
         liquid assets identified on the Underlying Fund's books. The premium
         the Underlying Fund receives from writing a put represents a profit,
         as long as the price of the underlying investment remains equal to
         or above the exercise price of the put. However, the Underlying Fund
         also assumes the obligation during the option period to buy the
         underlying investment from the buyer of the put at the exercise
         price, even if the value of the investment falls below the exercise
         price.

         If a put an Underlying Fund has written expires unexercised, the
         Underlying Fund realizes a gain in the amount of the premium less
         the transaction costs incurred. If the put is exercised, the
         Underlying Fund must fulfill its obligation to purchase the
         underlying investment at the exercise price. That price will usually
         exceed the market value of the investment at that time. In that
         case, the Underlying Fund may incur a loss if it sells the
         underlying investment. That loss will be equal to the sum of the
         sale price of the underlying investment and the premium received
         minus the sum of the exercise price and any transaction costs the
         Underlying Fund incurred.

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

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

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

         Purchasing Puts and Calls.  Some Underlying Funds can buy puts on
         securities, broadly-based securities indices, foreign currencies and
         futures, whether or not they own the underlying investment.
         Convertible securities funds may buy only those puts that relate to
         stocks including stocks underlying the convertible securities that
         the Underlying Fund owns. When an Underlying Fund purchases a put,
         it pays a premium and, except as to puts on indices, has the right
         to sell the underlying investment to a seller of a put on a
         corresponding investment during the put period at a fixed exercise
         price.

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

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

         Some of the Underlying Fund can purchase calls on securities,
         broadly-based securities indices, foreign currencies and futures.
         They may do so to protect against the possibility that an Underlying
         Fund's portfolio will not participate in an anticipated rise in the
         securities market. When an Underlying Fund buys a call (other than
         in a closing purchase transaction), it pays a premium. The
         Underlying Fund then has the right to buy the underlying investment
         from a seller of a corresponding call on the same investment during
         the call period at a fixed exercise price. For specific limitations
         on the Underlying Fund's investments in calls and puts, refer to the
         Statement of Additional Information for each Underlying Fund.

         An Underlying Fund benefits only if it sells the call at a profit or
         if, during the call period, the market price of the underlying
         investment is above the sum of the call price plus the transaction
         costs and the premium paid for the call and the Underlying Fund
         exercises the call. If the Underlying Fund does not exercise the
         call or sell it (whether or not at a profit), the call will become
         worthless at its expiration date. In that case the Underlying Fund
         will have paid the premium but lost the right to purchase the
         underlying investment.

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

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

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

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

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

         Options on Swaps.  Some of the Underlying Funds may trade options on
         swap contracts or "swap options." Swap call options provide the
         holder of the option with the right to enter a swap contract having
         a specified (strike) swap formula, while swap put options provide
         the holder with the right to sell or terminate a swap contract.
         Swap options are not exchange-traded and the Underlying Fund will
         bear the credit risk of the option seller.  Additionally, if the
         Underlying Fund exercises a swap call option with the option seller,
         the credit risk of the counterparty is extended to include the term
         of the swap agreement.

      |X|   Forward Contracts.  Forward contracts are foreign currency
exchange contracts. They are used to buy or sell foreign currency for future
delivery at a fixed price. An Underlying Fund may use them to "lock in" the
U.S. dollar price of a security denominated in a foreign currency that an
Underlying Fund has bought or sold, or to protect against possible losses
from changes in the relative values of the U.S. dollar and a foreign
currency. An Underlying Fund may also use "cross-hedging" where an Underlying
Fund hedges against changes in currencies other than the currency in which a
security it holds is denominated.

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

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

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

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

      An Underlying Fund will cover its short positions in these cases by
identifying on its books assets having a value equal to the aggregate amount
of the Underlying Fund's commitment under forward contracts. An Underlying
Fund will not enter into forward contracts or maintain a net exposure to such
contracts if the consummation of the contracts would obligate the Underlying
Fund to deliver an amount of foreign currency in excess of the value of the
Underlying Fund's portfolio securities or other assets denominated in that
currency or another currency that is the subject of the hedge.

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

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

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

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

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

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

      |X|   Interest Rate Swap Transactions.  Some of the Underlying Funds
can enter into interest rate swap agreements. In an interest rate swap, an
Underlying Fund and another party exchange their right to receive or their
obligation to pay interest on a security. For example, they might swap the
right to receive floating rate payments for fixed rate payments. An
Underlying Funds can enter into swaps only on securities that it owns. The
Underlying Fund will identify on its books liquid assets (such as cash or
U.S. government securities) to cover any amounts it could owe under swaps
that exceed the amounts it is entitled to receive, and it will adjust that
amount daily, as needed. For specific limitations on the Underlying Funds'
investments in interest rate swap transactions, refer to the Statement of
Additional Information for each Underlying Fund.

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

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

      |X|   Swaps. A swap contract is essentially like a portfolio of forward
contracts, under which one party agrees to exchange an asset (for example,
bushels of wheat) for another asset (cash) at specified dates in the future.
A one-period swap contract operates in a manner similar to a forward or
futures contract because there is an agreement to swap a commodity for cash
at only one forward date.  Some of the Underlying Funds may engage in swap
transactions that have more than one period and therefore more than one
exchange of assets.

o     Lack of Liquidity.  Although the swap market is well-developed for
         primary participants, there is only a limited secondary market.
         Swaps are not traded or listed on an exchange and over-the-counter
         trading of existing swap contracts is limited.  Therefore, if the
         Underlying Fund wishes to sell its swap contract to a third party,
         it may not be able to do so at a favorable price.

o     Regulatory Risk.  Qualifying swap transactions are excluded from
         regulation under the Act and the regulations adopted thereunder. See
         Appendix E to this SAI. Additionally, swap contracts have not been
         determined to be securities under the rules promulgated by the SEC.
         Consequently, swap contracts are not regulated by either the CFTC or
         the SEC, and swap participants may not be afforded the protections
         of the Commodity Exchange Act or the federal securities laws.

         To reduce this risk, an Underlying Fund will only enter into swap
         agreements with counterparties who use standard International Swap
         and Dealers Association, Inc. ("ISDA") contract documentation.  ISDA
         establishes industry standards for the documentation of swap
         agreements. Virtually all principal swap participants use ISDA
         documentation because it has an established set of definitions,
         contract terms, and counterparty obligations.

         ISDA documentation also includes a "master netting agreement" which
         provides that all swaps transacted between the Underlying Fund and a
         counterparty under the master agreement shall be regarded as parts
         of an integral agreement.  If, on any date, amounts are payable in
         the same currency in respect of one or more swap transactions, the
         net amount payable on that date in that currency shall be paid.  In
         addition, the master netting agreement may provide that if one party
         defaults generally or on one swap, the counterparty may terminate
         the remaining swaps with that party.  Under such agreements, if
         there is a default resulting in a loss to one party, the measure of
         that party's damages is calculated by reference to the average cost
         of a replacement swap with respect to each swap (i.e., the
         mark-to-market value at the time of the termination of each swap).
         The gains and losses on all swaps are then netted, and the result is
         the counterparty's gain or loss on termination.  The termination of
         all swaps and the netting of gains and losses on termination is
         generally referred to as "aggregation."

      |X|   Total Return Swap Transactions.  Some of the Underlying Funds may
enter into total return swaps. For specific limitations on the Underlying
Funds' investments in total return swaps, refer to the Statement of
Additional Information for each Underlying Fund. A swap contract is
essentially like a portfolio of forward contracts, under which one party
agrees to exchange an asset (for example, bushels of wheat) for another asset
(cash) at specified dates in the future. A one-period swap contract operates
in a manner similar to a forward or futures contract because there is an
agreement to swap a commodity for cash at only one forward date. The
Underlying Funds may engage in swap transactions that have more than one
period and therefore more than one exchange of assets.

      The Underlying Funds may invest in total return swaps to gain exposure
to the overall commodity markets. In a total return commodity swap the
Underlying Funds will receive the price appreciation of a commodity index, a
portion of the index, or a single commodity in exchange for paying an
agreed-upon fee. If the commodity swap is for one period, the Underlying
Funds will pay a fixed fee, established at the outset of the swap. However,
if the term of the commodity swap is more than one period, with interim swap
payments, the Underlying Funds will pay an adjustable or floating fee. With a
"floating" rate, the fee is pegged to a base rate such as the LIBOR, and is
adjusted each period. Therefore, if interest rates increase over the term of
the swap contract, the Underlying Funds may be required to pay a higher fee
at each swap reset date.

         Price Risk.  Total return commodity swaps expose the Underlying
         Funds to the price risk of the underlying commodity, index, futures
         contract or economic variable.  If the price of the underlying
         commodity or index increases in value during the term of the swap,
         the Underlying Fund will receive the price appreciation.  However,
         if the price of the commodity or index declines in value during the
         term of the swap, the Underlying Fund will be required to pay to its
         counterparty the amount of the price depreciation. The amount of the
         price depreciation paid by the Underlying Fund to its counterparty
         would be in addition to the financing fee paid by the Underlying
         Fund to the same counterparty.

      |X|   Swaption Transactions.  Some of the Underlying Funds may enter
into a swaption transaction, which is a contract that grants the holder, in
return for payment of the purchase price (the "premium") of the option, the
right, but not the obligation, to enter into an interest rate swap at a
preset rate within a specified period of time, with the writer of the
contract. The writer of the contract receives the premium and bears the risk
of unfavorable changes in the preset rate on the underlying interest rate
swap. Unrealized gains/losses on swaptions are reflected in investment assets
and investment liabilities in the Underlying Funds' statement of financial
condition.

      |X|   Credit Derivatives.  Some of the Underlying Funds may enter into
credit default swaps, both directly ("unfunded swaps") and indirectly in the
form of a swap embedded within a structured note ("funded swaps"), to protect
against the risk that a security will default. Unfunded and funded credit
default swaps may be on a single security, or on a basket of securities. An
Underlying Fund pays a fee to enter into the swap and receives a fixed
payment during the life of the swap. An Underlying Fund may take a short
position in the credit default swap (also known as "buying credit
protection"), or may take a long position in the credit default swap note
(also known as "selling credit protection").

      An Underlying Fund would take a short position in a credit default swap
(the "unfunded swap") against a long portfolio position to decrease exposure
to specific high yield issuers. If the short credit default swap is against a
corporate issue, the Underlying Fund must own that corporate issue. However,
if the short credit default swap is against sovereign debt, the Underlying
Fund may own either: (i) the reference obligation, (ii) any sovereign debt of
that foreign country, or (iii) sovereign debt of any country that its manager
determines is closely correlated as an inexact bona fide hedge.

      If an Underlying Fund takes a short position in the credit default
swap, if there is a credit event (including bankruptcy, failure to timely pay
interest or principal, or a restructuring), the Underlying Fund will deliver
the defaulted bonds and the swap counterparty will pay the par amount of the
bonds. An associated risk is adverse pricing when purchasing bonds to satisfy
the delivery obligation. If the swap is on a basket of securities, the
notional amount of the swap is reduced by the par amount of the defaulted
bond, and the fixed payments are then made on the reduced notional amount.

      Taking a long position in the credit default swap note (i.e.,
purchasing the "funded swap") would increase the Underlying Fund's exposure
to specific high yield corporate issuers. The goal would be to increase
liquidity in that market sector via the swap note and its associated increase
in the number of trading instruments, the number and type of market
participants, and market capitalization.

      If an Underlying Fund takes a long position in the credit default swap
note, if there is a credit event the Underlying Fund will pay the par amount
of the bonds and the swap counterparty will deliver the bonds. If the swap is
on a basket of securities, the notional amount of the swap is reduced by the
par amount of the defaulted bond, and the fixed payments are then made on the
reduced notional amount.

      Other risks of credit default swaps include the cost of paying for
credit protection if there are no credit events, pricing transparency when
assessing the cost of a credit default swap, counterparty risk, and the need
to fund the delivery obligation (either cash or the defaulted bonds,
depending on whether the Underlying Fund is long or short the swap,
respectively). For specific limitations on the Underlying Funds' investments
in credit derivatives, refer to the Statement of Additional Information for
each Underlying Fund.

      However, with a hybrid instrument, the Underlying Fund will take on the
counterparty credit risk of the issuer.  That is, at maturity of the hybrid
instrument, there is a risk that the issuer may be unable to perform its
obligations under the structured note.  Issuers of hybrid instruments are
typically large money center banks, broker-dealers, other financial
institutions and large corporations.  To minimize this risk the Underlying
Fund will transact, to the extent possible, with issuers who have an
investment-grade credit rating from a NRSRO.

      |X|   "Structured" Notes.  Some of the Underlying Funds can buy
"structured" notes, which are specially-designed derivative debt investments
with principal payments or interest payments that are linked to the value of
an index (such as a currency or securities index) or commodity. The terms of
the instrument may be "structured" by the purchaser (the Underlying Fund) and
the borrower issuing the note.

      The principal and/or interest payments depend on the performance of one
or more other securities or indices, and the values of these notes will
therefore fall or rise in response to the changes in the values of the
underlying security or index. They are subject to both credit and interest
rate risks and therefore the Underlying Fund could receive more or less than
it originally invested when the notes mature, or it might receive less
interest than the stated coupon payment if the underlying investment or index
does not perform as anticipated. Their values may be very volatile and they
may have a limited trading market, making it difficult for the Underlying
Fund to sell its investment at an acceptable price.

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

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

      Under SEC staff interpretations regarding applicable provisions of the
Investment Company Act, when an Underlying Fund purchases a future, it must
segregate cash or readily marketable short-term debt instruments in an amount
equal to the purchase price of the future, less the margin deposit applicable
to it. The account must be a segregated account or accounts held by the
Underlying Fund.

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

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

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

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

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

Other Investments and Investment Strategies

In seeking their investment objectives, certain Underlying Funds may from
time to time use the types of investments and investment strategies described
below. The Underlying Funds are not required to use these strategies, and may
not use any or all of them.

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

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

      The majority of these transactions run from day to day, and delivery
pursuant to the resale typically occurs within one to five days of the
purchase. Repurchase agreements having a maturity beyond seven days are
subject to an Underlying Fund's limits on holding illiquid investments. There
is generally no limit on the amount of the Underlying Funds' net assets that
may be subject to repurchase agreements having maturities of seven days or
less for defensive purposes. For specific limitations on the Underlying
Funds' investments in securities subject to repurchase agreements, refer to
the Statement of Additional Information for each Underlying Fund.

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

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

      |X|   "When-Issued" and "Delayed-Delivery" Transactions.  Some of the
Underlying Funds may invest in securities on a "when-issued" basis and may
purchase or sell securities on a "delayed-delivery" basis. When-issued and
delayed-delivery are terms that refer to securities whose terms and indenture
are available and for which a market exists, but which are not available for
immediate delivery. For specific limitations on the Underlying Fund's
investments in "when-issued" and "delayed-delivery" transactions, refer to
the Statement of Additional Information for each Underlying Fund.

      When such transactions are negotiated, the price (which is generally
expressed in yield terms) is fixed at the time the commitment is made.
Delivery and payment for the securities take place at a later date. The
securities are subject to change in value from market fluctuations during the
period until settlement. The value at delivery may be less than the purchase
price. For example, changes in interest rates in a direction other than that
expected by the Manager before settlement will affect the value of such
securities and may cause a loss to an Underlying Fund. During the period
between purchase and settlement, no payment is made by an Underlying Fund to
the issuer and no interest accrues to the Underlying Fund from the investment
until it receives the security at settlement. There is a risk of loss to the
Underlying Fund if the value of the security changes prior to the settlement
date, and there is the risk that the other party may not perform.

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

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

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

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

      |X|   Loans of Portfolio Securities.  To raise cash for income or
liquidity purposes, some of the Underlying Funds can lend their portfolio
securities to brokers, dealers and other types of financial institutions
approved by each Underlying Fund's Board of Trustees or Directors. For
specific limitations on the Underlying Funds' loans of portfolio securities,
refer to the Statement of Additional Information for each Underlying Fund. In
addition, these loans are subject to the other conditions described in the
Statement of Additional Information of each Underlying Fund.

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

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

      Some of the Underlying Funds may lend their portfolio securities to
brokers, dealers and other financial institutions pursuant to the Securities
Lending Agreement (the "Securities Lending Agreement") with JP Morgan Chase,
subject to the restrictions stated in the prospectuses of those Underlying
Funds. Under the Securities Lending Agreement and applicable regulatory
requirements (which are subject to change), the loan collateral must, on each
business day, be at least equal to the value of the loaned securities and
must consist of cash, bank letters of credit or securities of the U.S.
government (or its agencies or instrumentalities), or other cash equivalents
in which those Underlying Funds are permitted to invest. To be acceptable as
collateral, letters of credit must obligate a bank to pay to JP Morgan Chase,
as agent, amounts demanded by an Underlying Fund if the demand meets the
terms of the letter. Such terms of the letter of credit and the issuing bank
must be satisfactory to JP Morgan Chase and the Underlying Funds. The
Underlying Fund will receive, pursuant to the Securities Lending Agreement,
80% of all annual net income (i.e., net of rebates to the Borrower) from
securities lending transactions. JP Morgan Chase has agreed, in general, to
guarantee the obligations of borrowers to return loaned securities and to be
responsible for expenses relating to securities lending. The Underlying Funds
will be responsible, however, for risks associated with the investment of
cash collateral, including the risk that the issuer of the security in which
the cash collateral has been invested defaults. The Securities Lending
Agreement may be terminated by either JP Morgan Chase or the Underlying Funds
on 30 days' written notice. The terms of an Underlying Fund's loans must also
meet applicable tests in order to receive favorable treatment under the
Internal Revenue Code and permit the Underlying Fund to reacquire loaned
securities on five business days' notice or in time to vote on any important
matter. An Underlying Fund will lend its portfolio securities in conformity
with its Securities Lending Guidelines, as adopted by each Underlying Fund's
Board.

      |X|   Borrowing for Leverage.  The Fund and many of the Underlying
Funds have the ability to borrow from banks, to invest the borrowed funds in
portfolio securities. This speculative technique is known as "leverage."
Currently, under the Investment Company Act, absent exemptive relief, 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.
If the value of the Fund's or the Underlying Funds' assets fail to meet the
300% asset coverage requirement, the Fund or the Underlying Funds will reduce
their bank debt within three days to meet the requirement. To do so, the Fund
or the Underlying Funds might have to sell a portion of their investments at
a disadvantageous time.

      The Fund or the Underlying Funds will pay interest on their borrowings,
and that interest expense will raise the overall expenses of the Fund or the
Underlying Funds and reduce their returns. If they do borrow, their expenses
will be greater than comparable funds that do not borrow for leverage.
Additionally, the Fund or the Underlying Funds' net asset values per share
might fluctuate more than that of funds that do not borrow.

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

      The Fund or Underlying Fund may also acquire restricted securities
through private placements. Those securities have contractual restrictions on
their public resale. Those restrictions may make it more difficult to value
them, and might limit the ability to dispose of the securities and might
lower the amount the Fund or Underlying Fund could realize upon the sale.

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

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

      |X|   Temporary Defensive and Interim Investments.  When market,
economic or political conditions are unstable, or the Fund or the Underlying
Funds' Manager believes it is otherwise appropriate to reduce holdings in
stocks, the Fund and the Underlying Funds can invest in a variety of debt
securities for defensive purposes. The Fund and the Underlying Funds can also
purchase these securities for liquidity purposes to meet cash needs due to
the redemption of the Fund or an Underlying Fund, or to hold while waiting to
reinvest cash received from the sale of other portfolio securities. For
specific types of securities an Underlying Fund can buy when assuming a
temporary defensive or interim investment position, refer to the Statement of
Additional Information for each Underlying Fund. Examples of temporary
defensive and interim investments the Fund may use, and that some of the
Underlying Funds may use, include:

o     high-quality (rated in the top two rating categories of
         nationally-recognized rating organizations or deemed by the Manager
         to be of comparable quality), short-term money market instruments,
         including those issued by the U.S. Treasury or other government
         agencies,
o     commercial paper (short-term, unsecured, promissory notes of domestic
         or foreign companies),
o     short-term debt obligations of corporate issuers,
o     certificates of deposit and bankers' acceptances of domestic and
         foreign banks and savings and loan associations, and
o     repurchase agreements.

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

Portfolio Turnover
"Portfolio turnover" describes the rate at which the Fund and the Underlying
Funds trade their portfolio securities. For example, if the Fund or
Underlying Funds sold all of their securities during a one year period, their
portfolio turnover rate would be 100%. The Fund's and Underlying Funds'
portfolio turnover rates will fluctuate from year to year. It is not
anticipated that the Fund will have a high portfolio turnover rate, however,
the Underlying Funds may have a portfolio turnover rate of more than 100%
annually.

      Increased portfolio turnover may result in higher brokerage and
transaction costs for the Underlying Funds, which may reduce their overall
performance. Most of the Fund's portfolio transactions, however, should
involve trades in the Underlying Funds that do not entail brokerage
commissions. The realization of capital gains from selling portfolio
securities may result in distributions of taxable long-term capital gains to
shareholders. The Fund and the Underlying Funds will normally distribute all
of the capital gains they realize each year to avoid excise taxes under the
Internal Revenue Code.

Investment Restrictions
The Fund and the Underlying Funds each have their own "fundamental" and
"non-fundamental" investment restrictions as described below. Certain of
those restrictions apply 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 reflect the new requirements. Therefore the effect of those
fundamental policies may change without notice and without a shareholder vote.

Unless the Prospectus or 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). In
that case the Fund or Underlying Fund need not sell securities to meet the
percentage limits, even if the value of that investment increases in
proportion to the size of its assets.

      |X|   What Are "Fundamental Policies?" Fundamental policies are those
policies of the Fund or Underlying Fund that can be changed only by the vote
of a "majority" of such 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 not a fundamental policy. The investment
objectives of the Underlying Funds may be fundamental or non-fundamental,
according to the Prospectus and Statement of Additional Information of each
Underlying Fund. Other policies described in the Prospectus or this Statement
of Additional Information, of the Fund and/or the Underlying Funds, are
"fundamental" only if they are identified as such. The Fund's Board of
Directors/Trustees and each Underlying Fund's Board of Directors/Trustees can
change non-fundamental policies without shareholder approval. However,
significant changes to the Fund's investment policies will be described in
supplements or updates to the Prospectus or this Statement of Additional
Information, as appropriate. The Fund's principal investment policies are
described in the Prospectus.

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

o     The Fund cannot buy securities or other instruments issued or
      guaranteed by any one issuer if more than 5% of its total assets would
      be invested in securities or other instruments of that issuer or if it
      would then own more than 10% of that issuer's voting securities. This
      limitation applies to 75% of the Fund's total assets. The limit does
      not apply to securities issued or guaranteed by the U.S. government or
      any of its agencies or instrumentalities or securities of other
      investment companies. For purposes of this restriction, the Fund's
      investments will be considered be its pro rata portion of each
      Underlying Fund's portfolio securities.
o     The Fund cannot invest 25% or more of its total assets in any one
      industry or in a group of related industries. That limit does not apply
      to securities issued or guaranteed by the U.S. government or its
      agencies and instrumentalities or to securities issued by investment
      companies.
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 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 cannot purchase real estate or commodities; however, the Fund
      may use commodity contracts approved by its Board.
o     The Fund cannot issue senior securities, 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 such Fund may be considered an underwriter within the
      meaning of the Securities Act, as amended, when reselling securities
      held in its own portfolio.

      Currently, under the Investment Company Act, and the Oppenheimer funds'
exemptive order, the Fund may borrow only from banks and/or affiliated
investment companies in an amount up to one-third of its total assets
(including the amount borrowed less all liabilities and indebtedness other
than borrowing), except that the 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. Also, presently under the
Investment Company Act, the Fund may lend its portfolio securities in an
amount not to exceed 33 1/3 percent of the value of its total assets. The
Investment Company Act also requires each registered fund to adopt a
fundamental policy regarding investments in real estate and/or commodities.
To the extent that the Fund or an Underlying Fund has restrictions on or not
permitted to invest in real estate, real estate related securities and/or
commodities, that information is set out in the investment restrictions in
this section. 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 the fund's total assets, except
to the extent that a fund may be considered an underwriter within the meaning
of the Securities Act when reselling securities held in its own portfolio.

Does the Fund Have Any Restrictions That Are Not Fundamental? The Fund has
investment restrictions that are not fundamental policies, which means that
they can be changed by vote of a majority the Fund's Board of Trustees
without shareholder approval. The following investment restriction is a
non-fundamental policy of the Fund:

o     The Fund may not invest in illiquid securities, 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. This restriction shall not apply to securities that
      mature within seven days or securities that the Board of Directors of
      the Fund has otherwise determined to be liquid pursuant to applicable
      law.

Currently, under the Investment Company Act, a mutual fund cannot invest in
illiquid securities (i.e., securities that cannot be readily resold or that
cannot otherwise be marketed, redeemed or put to the issuer or a third
party), if more than 15% of its net assets would be invested in such
securities. The shares of the Underlying Funds are not illiquid investments
under the Fund's policies or the applicable Investment Company Act rules and
regulations.

Do the Underlying Funds Have Fundamental Policies? Each of the Underlying
Funds has its own fundamental policies. Those policies may differ from the
fundamental policies of the Fund or the other Underlying Funds. The Fund and
the Underlying Funds each apply their own policies with respect to their own
portfolio investments. The following investment restrictions are fundamental
policies of the Underlying Funds:

                             Champion Income Fund

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

o     Champion Income Fund cannot invest 25% or more of its total assets in
any one industry. That limit does not apply to securities issued or
guaranteed by the U.S. government or its agencies and instrumentalities.
Under this policy, utilities are divided into "industries" according to the
services they provide (for example, gas, gas transmission, electric and
telephone utilities will be considered to be in separate industries).
Champion Income Fund can invest more than 25% in a group of industries.

o     Champion Income Fund cannot borrow money in excess of 33 ?% of the
value of its total assets. Champion Income Fund may only borrow from banks
and/or affiliated investment companies and only as a temporary measure for
extraordinary or emergency purposes. Champion Income Fund cannot make any
investment at a time during which its borrowings exceed 5% of the value of
its total assets. With respect to this fundamental policy, Champion Income
Fund can borrow only if it maintains a 300% ratio of assets to borrowings at
all times in the manner set forth in the Investment Company Act.

o     Champion Income Fund cannot make loans except (a) through lending of
securities, (b) through the purchase of debt instruments or similar evidences
of indebtedness, (c) through an inter-fund lending program with other
affiliated funds, provided that no such loan may be made if, as a result, the
aggregate of such loans would exceed 33 ?% of the value of its total assets
(taken at market value at the time of such loans), and (d) through repurchase
agreements.

o     Champion Income Fund cannot invest in real estate. However, Champion
Income Fund can purchase 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.

o     Champion Income Fund cannot invest in commodities or commodity
contracts. However, Champion Income Fund may buy and sell any of the hedging
instruments permitted by its other investment policies, whether or not the
hedging instrument is considered a commodity or commodity contract, subject
to the restrictions and limitations on such investments specified in Champion
Income Fund's Prospectus and Statement of Additional Information.

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

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

                                Core Bond Fund

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

o     Core Bond Fund cannot concentrate its investments (that means it cannot
invest 25% or more of its total assets) in any one industry. Gas, water,
electric and telephone utilities are considered to be separate industries for
this purpose.

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

o     Core Bond Fund cannot invest in real estate or real estate mortgage
loans. However, Core Bond Fund can purchase and sell securities issued or
secured by companies that invest in or deal in real estate or interests in
real estate.

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

o     Core Bond Fund cannot borrow money in excess of 33 ?% of the value of
its total assets. Core Bond Fund may borrow only from banks and/or affiliated
investment companies. With respect to this fundamental policy, Core Bond Fund
can borrow only if it maintains a 300% ratio of assets to borrowings at all
times in the manner set forth in the Investment Company Act.

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

                           International Bond Fund

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

o     International Bond Fund cannot buy or sell real estate. However,
International Bond Fund can purchase debt securities secured by real
estate or interests in real estate or issued by companies, including real
estate investment trusts, which invest in real estate or interests in real
estate.

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

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

o     International Bond Fund cannot borrow money in excess of 33 1/3% of the
value of its total assets.  International Bond Fund may borrow only from
banks and/or affiliated investment companies.  International Bond Fund
cannot make any investment at a time during which its borrowings exceed 5%
of the value of its assets.  With respect to this fundamental policy,
International Bond Fund can borrow only if it maintains a 300% ratio of
assets to borrowings at all times in the manner set forth in the
Investment Company Act.

International Bond Fund cannot concentrate investments. That means it cannot
invest 25% or more of its total assets in any one industry. International
Bond Fund will not invest 25% or more of its total assets in government
securities of any one foreign company or in debt and equity securities issued
by companies organized under the laws of any one foreign country. Obligations
of the U.S. government, its agencies and instrumentalities are not considered
to be part of an "industry" for the purposes of this policy.

Non-Diversification of International Bond Fund's Investments.  International
Bond Fund is "non-diversified," as defined in the Investment Company Act.
Funds that are diversified have restrictions against investing too much of
their assets in the securities of any one "issuer."  That means that
International Bond Fund can invest more of its assets in the securities of a
single issuer than a fund that is diversified.

      Being non-diversified poses additional investment risks, because if
International Bond Fund invests more of its assets in fewer issuers, the
value of its shares is subject to greater fluctuations from adverse
conditions affecting any one of those issuers.  However, International Bond
Fund does limit its investments in the securities of any one issuer to
qualify for tax purposes as a "regulated investment company" under the
Internal Revenue Code.  By qualifying, it does not have to pay federal income
taxes on amounts distributed if more than 90% of its earnings are distributed
to shareholders.  To qualify, International Bond Fund must meet a number of
conditions.  First, not more than 25% of the market value of International
Bond Fund's total assets may be invested in the securities of a single
issuer.  Second, with respect to 50% of the market value of its total assets,
(1) no more than 5% of the market value of its total assets may be invested
in the securities of a single issuer, and (2) International Bond Fund must
not own more than 10% of the outstanding voting securities of a single
issuer.  This is not a fundamental policy.

Do the Underlying Funds Have Any Restrictions That Are Not Fundamental? Each
of the Underlying Funds has its own investment restrictions that are not
fundamental policies, which means that they can be changed by vote of a
majority of each respective Underlying Fund's Board of Trustees without
shareholder approval. Those policies may differ from the policies of the Fund
or the other Underlying Funds. The Fund and the Underlying Funds each apply
their own policies with respect to their own portfolio investments. The
following investment restrictions are non-fundamental policies of the
Underlying Funds as indicated below.

o     None of the Underlying Funds can invest in the securities of other
registered investment companies or registered unit investment trusts in
reliance on sub-paragraph (F) or (G) of section 12(d)(1) of the Investment
Company Act.


Disclosure of Portfolio Holdings

The Fund and each Underlying Fund have 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 ensure 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 or Underlying
Funds' investment program or enable third parties to use that information in
a manner that is harmful to the Fund or Underlying Funds.

o     Public Disclosure. The Fund and the Underlying Funds' portfolio
         holdings are made publicly available no later than 60 days after the
         close of each of the Fund's or Underlying Funds' fiscal quarters in
         the semi-annual report to shareholders, the annual reports to
         shareholders, or in the Statements of Investments on Form N-Q, which
         are publicly available at the SEC. In addition, the top 20 holdings
         may be posted on the OppenheimerFunds' website at
         www.oppenheimerfunds.com (select the Fund's name under the "View
         Fund Information for:" menu) with a 15-day lag.  The Fund may
         release a more restrictive list of holdings (e.g., the top five or
         top 10 portfolio holdings) or may release no holdings if that is in
         the best interests of the Fund and its shareholders. Other general
         information about the Fund's or Underlying Funds' portfolio
         investments, such as portfolio composition by asset class, industry,
         country, currency, credit rating or maturity, may also be posted
         with a 15-day lag.

Until publicly disclosed, the Fund's or Underlying Funds' portfolio holdings
are proprietary, confidential business information. While recognizing the
importance of 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 or Underlying Funds' portfolio holdings
information could attempt to use that information to trade ahead of or
against the Fund or Underlying Funds, which could negatively affect the
prices the Fund or Underlying Funds are able to obtain in portfolio
transactions or the availability of the securities that the portfolio manager
is trading on the Fund's or Underlying Funds' 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
Underlying Funds 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 or Underlying Funds' 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 or Underlying Funds' 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 or Underlying
Funds.

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 or Underlying Funds' 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 or Underlying Funds' 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
         the Fund's or Underlying Funds' 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 the Fund's or Underlying Funds' 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 or
         Underlying Funds' holdings confidential and agreeing not to trade
         directly or indirectly based on the information.

The Fund's or Underlying Funds' 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 or Underlying 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 or Underlying 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 or Underlying Fund's certified public accountants and
         independent registered public accounting firm,
o     Members of the Fund's or Underlying Fund's Board and the Board's legal
         counsel,
o     The Fund's or an Underlying Fund's custodian bank,
o     A proxy voting service designated by the Fund or Underlying 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 or Underlying Fund's regular pricing services).

Portfolio holdings information of the Fund or Underlying Funds may be
provided, under limited circumstances, to brokers and/or dealers with whom
the Fund or Underlying Funds trade and/or entities that provide investment
coverage and/or analytical information regarding the Fund's or Underlying
Funds portfolios, 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 or
Underlying Funds, 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 or Underlying Funds. 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 Securities
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 or Underlying Funds are not priced by
         the Fund's or Underlying Fund's regular pricing services),
o     Dealers to obtain price quotations where the Fund or Underlying Funds
         are not identified as the owner.

Portfolio holdings information (which may include information on the Funds'
or Underlying Funds' 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 or Underlying
         Funds 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, 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 the Fund's or Underlying
Funds' shares or their financial intermediary representatives.

The Fund's or Underlying Funds' shareholders may, under unusual circumstances
(such as a lack of liquidity in the Fund's or Underlying Funds' portfolio to
meet redemptions), receive redemption proceeds of their Fund or Underlying
Fund shares paid as pro rata shares of securities held in the applicable
Fund's or Underlying Fund's portfolio. In such circumstances, disclosure of
the Fund's or Underlying Funds' 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, the Underlying Funds,
the Manager, the Distributor, and the Transfer Agent shall oversee 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 and each Underlying Fund's Board on such compliance oversight and on
the categories of entities and individuals to which disclosure of portfolio
holdings of the Fund or Underlying Funds has been made during the preceding
year pursuant to these policies. The CCO shall report to the Fund's and
Underlying Fund's Board any material violation of these policies 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 and the Underlying Funds have entered into
ongoing arrangements to make available information about the Fund's or
Underlying Funds' 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 ResearchFulcrum 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  Kempen & Co. USA Inc.     Sanford C. Bernstein
LLC
Credit Agricole Cheuvreux   Kepler Equities/Julius    Scotia Capital Markets
N.A. Inc.                   Baer Sec
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          Makinson Cowell US Ltd    SWS Group
Wasserstein
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. Oppenheimer Portfolio Series Fixed Income Investor
Fund d/b/a Oppenheimer Portfolio Series Fixed Income Active Allocation Fund
is an open-end, diversified management investment company with an unlimited
number of authorized shares of beneficial interest.  The Fund was organized
as a Massachusetts business trust on August 29, 2007.

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

The Fund currently has five classes of shares: Class A, Class B, Class C,
Class N and Class Y.  All classes invest in the same investment portfolio.
Only retirement plans may purchase Class N shares.  Only certain
institutional investors may elect to purchase Class Y shares. Each class of
shares:

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

      |X|   Meetings of Shareholders. As a Massachusetts business trust, the
Fund is not required to hold, and does not plan to hold, regular annual
meetings of shareholders, but may 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 such Fund's outstanding shares. The Trustees may
also take other action as permitted by the Investment Company Act.

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

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

      Board of Trustees and Oversight Committees.  The Fund is governed by a
Board of Trustees, which is responsible for protecting the interests of
shareholders under federal and Massachusetts law. The Fund and the Underlying
Funds may have the same individuals as members of their respective boards,
and in each instance such board members maintain fiduciary duties to fund
shareholders under the Investment Company Act. The Manager's fund-of-funds
committee monitors the investment process, identifies, addresses and resolves
any potential issues and reports periodically to the Boards of the Fund and
of each Underlying Fund. 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 Review 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 Edward L.
Cameron (Chairman), George C. Bowen, Robert J. Malone and F. William Marshall,
Jr. 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)
reviewing certain reports from and meet periodically with the Fund's Chief
Compliance Officer; (v) maintaining a separate line of communication between
the Fund's independent Auditors and the Independent Trustees; (vi) reviewing
the independence of the Fund's independent Auditors; and (vii) 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 Review Committee is comprised solely of Independent Trustees. The
members of the Review Committee are Sam Freedman (Chairman), Jon S. Fossel and
Beverly L. Hamilton. Among other duties, as set forth in the Review
Committee's Charter, the Review Committee reports and makes recommendations to
the Board concerning the fees paid to the Fund's transfer agent and the
Manager and the services provided to the Fund by the transfer agent and the
Manager. The Review Committee also reviews the Fund's investment performance
as well as the policies and procedures adopted by the Fund to comply with the
Investment Company Act and other applicable law.

      The Governance Committee is comprised solely of Independent Trustees.
The members of the Governance Committee are Robert J. Malone (Chairman),
William Armstrong, Beverly L. Hamilton and F. William Marshall, Jr. The
Governance Committee has adopted a charter setting forth its duties and
responsibilities. Among other duties, the Governance Committee reviews and
oversees the Fund's governance guidelines, the adequacy of the Fund's Codes
of Ethics and the nomination of Trustees, including Independent Trustees. The
Governance Committee has adopted a process for shareholder submission of
nominees for board positions. Shareholders may submit names of individuals,
accompanied by complete and properly supported resumes, for the Governance
Committee's consideration by mailing such information to the Governance
Committee in care of the Fund. The Governance Committee may consider such
persons at such time as it meets to consider possible nominees. The
Governance Committee, however, reserves sole discretion to determine which
candidates for Trustees and Independent Trustees it will recommend to the
Board and/or shareholders and it may identify candidates other than those
submitted by Shareholders. The Governance Committee may, but need not,
consider the advice and recommendation of the Manager and/or its affiliates
in selecting nominees. The full Board elects new Trustees except for those
instances when a shareholder vote is required.

      Shareholders who desire to communicate with the Board should address
correspondence to the Board or an individual Board member and may submit
their correspondence electronically at www.oppenheimerfunds.com under the
caption "contact us" or by mail to the Fund at the address below.

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

                                                       Oppenheimer Principal Protected
Oppenheimer Cash Reserves                              Trust II
                                                       Oppenheimer Principal Protected
Oppenheimer Capital Income Fund                        Trust III
                                                       Oppenheimer Senior Floating Rate
Oppenheimer Champion Income Fund                       Fund
Oppenheimer Commodity Strategy Total Return Fund       Oppenheimer Strategic Income Fund
                                                       Oppenheimer Variable Account
Oppenheimer Equity Fund, Inc.                          Funds
Oppenheimer Integrity Funds                            Panorama Series Fund, Inc.
Oppenheimer International Bond Fund
Oppenheimer Limited-Term Government Fund
                                                       Centennial California Tax Exempt
Oppenheimer Main Street Funds, Inc.                    Trust
Oppenheimer Main Street Opportunity Fund               Centennial Government Trust
Oppenheimer Main Street Small Cap Fund                 Centennial Money Market Trust
                                                       Centennial New York Tax Exempt
Oppenheimer Municipal Fund                             Trust
Oppenheimer Portfolio Series Fixed Income Active
Allocation Fund                                        Centennial Tax Exempt Trust
Oppenheimer Principal Protected Trust

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

Messrs. Manioudakis, Steinmetz, Gillespie, Murphy, Petersen, Szilagyi,
Vandehey, Wixted and Zack and Mss. Bloomberg and Ives who are officers of the
Fund, hold the same offices with one or more of the other Board II Funds. As
of November 16, 2007, the Trustees and officers of the Trust, as a group,
owned of record or beneficially less than 1% of each class of shares of the
Fund.  The foregoing statement does not reflect ownership of shares held of
record by an employee benefit plan for employees of the Manager, other than
the shares beneficially owned under that plan by the officers of the Board II
Funds. In addition, none of the Independent Trustees (nor any of their
immediate family members) owns securities of either the Manager or the
Distributor or of any entity directly or indirectly controlling, controlled
by or under common control with the Manager or the Distributor of the Board
II Funds.

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)    Principal Occupation(s) During the Past 5         Dollar     Aggregate
                                                                                   Dollar
                                                                                  Range of
                                                                                   Shares
                                                                      Range of   Beneficially
                                                                       Shares     Owned in
with the Fund,       Years; Other Trusteeships/Directorships Held;  Beneficially     All
Length of Service,   Number of Portfolios in the Fund Complex         Owned in   Supervised
Age                  Currently Overseen                               the Fund      Funds
---------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------
                                                                    As of December 31, 2006
---------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------
William L.           President, Colorado Christian University       None         Over
Armstrong,           (since 2006); Chairman, Cherry Creek Mortgage               $100,000
Chairman of the      Company (since 1991), Chairman, Centennial
Board of Trustees    State Mortgage Company (since 1994),
since 2003, Trustee  Chairman,The El Paso Mortgage Company (since
since 2007           1993); Chairman, Ambassador Media Corporation
Age: 70              (since 1984); Chairman, Broadway Ventures
                     (since 1984); Director of Helmerich & Payne,
                     Inc. (oil and gas drilling/production
                     company) (since 1992), Campus Crusade for
                     Christ (non-profit) (since 1991); Former
                     Director, The Lynde and Harry Bradley
                     Foundation, Inc. (non-profit organization)
                     (2002-2006); former Chairman of: Transland
                     Financial Services, Inc. (private mortgage
                     banking company) (1997-2003), Great Frontier
                     Insurance (1995-2000), Frontier Real Estate,
                     Inc. (residential real estate brokerage)
                     (1994-2000) and Frontier Title (title
                     insurance agency) (1995-2000); former
                     Director of the following: UNUMProvident
                     (insurance company) (1991-2004), Storage
                     Technology Corporation (computer equipment
                     company) (1991-2003) and International Family
                     Entertainment (television channel)
                     (1992-1997); U.S. Senator (January
                     1979-January 1991). Oversees 38 portfolios in
                     the OppenheimerFunds complex.
---------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------
George C. Bowen,     Assistant Secretary and Director of            None         Over
Trustee since 2007   Centennial Asset Management Corporation                     $100,000
Age: 71              (December 1991-April 1999); President,
                     Treasurer and Director of Centennial Capital
                     Corporation (June 1989-April 1999); Chief
                     Executive Officer and Director of MultiSource
                     Services, Inc. (March 1996-April 1999); Mr.
                     Bowen held several positions with the Manager
                     and with subsidiary or affiliated companies
                     of the Manager (September 1987-April 1999).
                     Oversees 38 portfolios in the
                     OppenheimerFunds complex.
---------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------
Edward L. Cameron,   Member of The Life Guard of Mount Vernon       None         Over
Trustee since 2007   (George Washington historical site) (June                   $100,000
Age: 69              2000 - May 2006); Partner at
                     PricewaterhouseCoopers LLP (accounting firm)
                     (July 1974-June 1999); Chairman of Price
                     Waterhouse LLP Global Investment Management
                     Industry Services Group (financial services
                     firm) (July 1994-June 1998). Oversees 38
                     portfolios in the OppenheimerFunds complex.
---------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------
Jon S. Fossel,       Director of UNUMProvident (insurance company)  None         Over
Trustee since 2007   (since June 2002); Director of Northwestern                 $100,000
Age: 65              Energy Corp. (public utility corporation)
                     (since November 2004); Director of P.R.
                     Pharmaceuticals (October 1999-October 2003);
                     Director of Rocky Mountain Elk Foundation
                     (non-profit organization) (February
                     1998-February 2003 and since February 2005);
                     Chairman and Director (until October 1996)
                     and President and Chief Executive Officer
                     (until October 1995) of the Manager;
                     President, Chief Executive Officer and
                     Director of the following: Oppenheimer
                     Acquisition Corp. ("OAC") (parent holding
                     company of the Manager), Shareholders
                     Services, Inc. and Shareholder Financial
                     Services, Inc. (until October 1995). Oversees
                     38 portfolios in the OppenheimerFunds complex.
---------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------
Sam Freedman,        Director of Colorado Uplift (charitable        None         Over
Trustee since 2007   organization) (since September 1984). Mr.                   $100,000
Age: 67              Freedman held several positions with the
                     Manager and with subsidiary or affiliated
                     companies of the Manager (until October
                     1994). Oversees 38 portfolios in the
                     OppenheimerFunds complex.
---------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------
Beverly L. Hamilton, Trustee of Monterey Institute for              None         None
Director since 2007  International Studies (educational
Age: 61              organization) (since February 2000); Board
                     Member of Middlebury College (educational
                     organization) (since December 2005); Director
                     of The California Endowment (philanthropic
                     organization) (since April 2002); Director
                     (February 2002-2005) and Chairman of Trustees
                     (since 2006) of the Community Hospital of
                     Monterey Peninsula; Director (October
                     1991-2005) and Vice Chairman (since 2006) of
                     American Funds' Emerging Markets Growth Fund,
                     Inc. (mutual fund); President of ARCO
                     Investment Management Company (February
                     1991-April 2000); Member of the investment
                     committees of The Rockefeller Foundation
                     (since 2001) and The University of Michigan
                     (since 2000); Advisor at Credit Suisse First
                     Boston's Sprout venture capital unit (venture
                     capital fund) (1994-January 2005); Trustee of
                     MassMutual Institutional Funds (investment
                     company) (1996-June 2004); Trustee of MML
                     Series Investment Fund (investment company)
                     (April 1989-June 2004); Member of the
                     investment committee of Hartford Hospital
                     (2000-2003); and Advisor to Unilever
                     (Holland) pension fund (2000-2003). Oversees
                     38 portfolios in the OppenheimerFunds complex.
---------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------
Robert J. Malone,    Director of Jones Knowledge, Inc. (since       None         Over
Trustee since 2007   2006); Director of Jones International                      $100,000
Age: 63              University (educational organization) (since
                     August 2005); Chairman, Chief Executive
                     Officer and Director of Steele Street State
                     Bank (commercial banking) (since August
                     2003); Director of Colorado UpLIFT
                     (charitable organization) (since 1986);
                     Trustee of the Gallagher Family Foundation
                     (non-profit organization) (since 2000);
                     Former Chairman of U.S. Bank-Colorado
                     (subsidiary of U.S. Bancorp and formerly
                     Colorado National Bank) (July 1996-April
                     1999); Director of Commercial Assets, Inc.
                     (real estate investment trust) (1993-2000);
                     Director of Jones Knowledge, Inc. (2001-July
                     2004); and Director of U.S. Exploration, Inc.
                     (oil and gas exploration) (1997-February
                     2004). Oversees 38 portfolios in the
                     OppenheimerFunds complex.
---------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------
F. William           Trustee of MassMutual Select Funds (formerly   None         Over
Marshall, Jr.,       MassMutual Institutional Funds) (investment                 $100,000
Trustee since 2007   company) (since 1996) and MML Series
Age: 65              Investment Fund (investment company) (since
                     1996); Trustee of Worchester Polytech
                     Institute (since 1985); Chairman (since 1994)
                     of the Investment Committee of the Worcester
                     Polytech Institute (private university);
                     President and Treasurer of the SIS Funds
                     (private charitable fund) (since January
                     1999); Chairman of SIS & Family Bank, F.S.B.
                     (formerly SIS Bank) (commercial bank)
                     (January 1999-July 1999); and Executive Vice
                     President of Peoples Heritage Financial
                     Group, Inc. (commercial bank) (January
                     1999-July 1999). Oversees 40 portfolios in
                     the OppenheimerFunds complex.*
---------------------------------------------------------------------------------------------
*  Includes two open-end investment companies: MassMutual Select Funds and MML
Series Investment Fund. In accordance with the instructions for SEC Form
N-1A, for purposes of this section only, MassMutual Select Funds and MML
Series Investment Fund are included in the "Fund Complex." The Manager does
not consider MassMutual Select Funds and MML Series Investment Fund to be
part of the OppenheimerFunds' "Fund Complex" as that term may be otherwise
interpreted.


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 for an indefinite term, or until
his resignation, retirement, death or removal and as an officer for an
indefinite term, or until his resignation, retirement, death or removal. Mr.
Murphy was elected as a Trustee of the Fund with the understanding that in
the event he ceases to be the chief executive officer of the Manager, he will
resign as a Trustee of the Fund and the other Board II Funds (defined below)
for which he is a director or trustee.
----------------------------------------------------------------------------------------------
                               Interested Trustee and Officer
----------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------
Name,             Principal Occupation(s) During the Past 5 Years;      Dollar     Aggregate
                                                                                    Dollar
                                                                                   Range Of
                                                                                    Shares
                                                                       Range of   Beneficially
Position(s) Held                                                        Shares     Owned in
with the Fund,                                                        Beneficially    All
Length of         Other Trusteeships/Directorships Held; Number of     Owned in   Supervised
Service, Age      Portfolios in the Fund Complex Currently Overseen    the Fund      Funds
----------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------
                                                                      As of December 31, 2006
----------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------
John V. Murphy,   Chairman, Chief Executive Officer and Director of   None       Over
Trustee,          the Manager (since June 2001); President of the                $100,000
President and     Manager (September 2000-March 2007); President and
Principal         director or trustee of other Oppenheimer funds;
Executive         President and Director of Oppenheimer Acquisition
Officer since     Corp. ("OAC") (the Manager's parent holding
2007              company) and of Oppenheimer Partnership Holdings,
Age: 58           Inc. (holding company subsidiary of the Manager)
                  (since July 2001); Director of OppenheimerFunds
                  Distributor, Inc. (subsidiary of the Manager)
                  (November 2001-December 2006); 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 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); Chairman (since October 2007) and
                  Member of the Investment Company Institute's Board
                  of Governors (since October 2003).Oversees 102
                  portfolios in the OppenheimerFunds complex.
----------------------------------------------------------------------------------------------


      The address of the Officers in the chart below is as follows: for
Messrs. Gillespie, Manioudakis, Steinmetz and Zack, and Ms. Bloomberg, Two
World Financial Center, 225 Liberty Street, 11th Floor, New York, NY
10281-1008, for Messrs. Petersen, Szilagyi, Vandehey, and Wixted and Ms.
Ives, 6803 S. Tucson Way, Centennial, CO 80112-3924.  Each Officer serves for
an indefinite term or until his or her earlier resignation, retirement, death
or removal.

--------------------------------------------------------------------------------------
                             Other Officers of the Fund
--------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------
Name, Position(s) Held  Principal Occupation(s) During Past 5 Years
with Fund, Length of
Service, Age
--------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------
Arthur P. Steinmetz,    Senior Vice President of the Manager (since March 1993) and
Vice President and      of HarbourView Asset Management Corporation (since March
Portfolio Manager       2000); an officer of 10 portfolios in the OppenheimerFunds
since 2004              complex.
Age: 48
--------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------
Angelo Manioudakis,     Senior Vice President of the Manager (since April 2002), of
Vice President and      HarbourView Asset Management Corporation (since April, 2002
Portfolio Manager       and of OFI Institutional Asset Management, Inc. (since June
since 2007              2002); Executive Director and portfolio manager for Miller,
Age: 40                 Anderson & Sherrerd, a division of Morgan Stanley Investment
                        Management (August 1993-April 2002). An officer of 15
                        portfolios in the OppenheimerFunds complex.
--------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------
Mark S. Vandehey,       Senior Vice President and Chief Compliance Officer of the
Vice President and      Manager (since March 2004); Chief Compliance Officer of
Chief Compliance        OppenheimerFunds Distributor, Inc., Centennial Asset
Officer since 2007      Management and Shareholder Services, Inc. (since March
Age: 57                 2004); Vice President of OppenheimerFunds Distributor, Inc.,
                        Centennial Asset Management Corporation and Shareholder
                        Services, Inc. (since June 1983); 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
Treasurer and           March 1999); Treasurer of the following: HarbourView Asset
Principal Financial &   Management Corporation, Shareholder Financial Services,
Accounting Officer      Inc., Shareholder Services, Inc., Oppenheimer Real Asset
since 2007              Management, Inc. and Oppenheimer Partnership Holdings, Inc.
Age: 48                 (since March 1999), OFI Private Investments, Inc. (since
                        March 2000), OppenheimerFunds International Ltd. and
                        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). An officer of 102 portfolios in the OppenheimerFunds
                        complex.
--------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------
Brian Petersen,         Vice President of the Manager (since February 2007);
Assistant Treasurer     Assistant Vice President of the Manager (August
since 2007              2002-February 2007); Manager/Financial Product Accounting of
Age: 37                 the 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);
Assistant Treasurer     Director of Financial Reporting and Compliance of First Data
since 2007              Corporation (April 2003-July 2004); Manager of Compliance of
Age: 37                 Berger Financial Group LLC (May 2001-March 2003); An officer
                        of 102 portfolios in the OppenheimerFunds complex.
--------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------
Robert G. Zack,         Executive Vice President (since January 2004) and General
Vice President and      Counsel (since March 2002) of the Manager; General Counsel
Secretary since 2007    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). An officer
                        of 102 portfolios in the OppenheimerFunds complex.
--------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------
Lisa I. Bloomberg,      Vice President and Associate Counsel of the Manager (since
Assistant Secretary     May 2004); First Vice President (April 2001-April 2004),
since 2007              Associate General Counsel (December 2000-April 2004) An
Age: 39                 officer of 102 portfolios in the OppenheimerFunds complex.

--------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------
Kathleen T. Ives,       Vice President (since June 1998) and Senior Counsel and
Assistant Secretary     Assistant Secretary (since October 2003) of the Manager;
since 2007              Vice President (since 1999) and Assistant Secretary (since
Age: 42                 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.
--------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------
Phillip S. Gillespie,   Senior Vice President and Deputy General Counsel of the
Assistant Secretary     Manager (since September 2004); First Vice President
since 2007              (2000-September 2004), Director (2000-September 2004) and
Age: 43                 Vice 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 remaining Trustees of the Fund will
receive the estimated compensation shown below from the Fund with respect to
the Fund's first full fiscal year ending January 31, 2009. 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 of Trustee and Other Fund    Aggregate Compensation     Total Compensation
                                                             From the Fund and
                                 From the Fund (1) Fiscal     Fund Complex(2)
                                  year ended January 31,         Year ended
Position(s) (as applicable)                2008              December 31, 2006
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
William L. Armstrong                       $563                   $214,504
Chairman of the Board and
Governance Committee Member
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
George C. Bowen                            $375                   $143,000
Audit Committee Member
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Edward L. Cameron                          $450                   $171,600
Audit Committee Chairman
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Jon S. Fossel                              $375                   $154,174
Review Committee Member
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Sam Freedman                               $432                   $143,000
Review Committee Chairman
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Beverly Hamilton                         $375((3))                $143,000
Review Committee Member and
Governance Committee Member
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Robert J. Malone                          $432(4)                 $164,452
Governance Committee Chairman
and
Audit Committee Member
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
F. William Marshall, Jr.
Audit Committee Member and                 $375                   $164,452
Governance Committee Member
----------------------------------------------------------------------------------
1.    "Aggregate Compensation From the Fund" includes fees and deferred
   compensation, if any.
2.    In accordance with SEC regulations, for purposes of this section only,
   "Fund Complex" includes the Oppenheimer funds, the MassMutual
   Institutional Funds, the MassMutual Select Funds and the MML Series
   Investment Fund, the investment adviser for which is the indirect parent
   company of [the Fund's Manager. The Manager also serves as the Sub-Adviser
   to the following: MassMutual Premier International Equity Fund, MassMutual
   Premier Main Street Fund, MassMutual Premier Strategic Income Fund,
   MassMutual Premier Capital Appreciation Fund, and MassMutual Premier
   Global Fund. The Manager does not consider MassMutual Institutional Funds,
   MassMutual Select Funds and MML Series Investment Fund to be part of the
   OppenheimerFunds' "Fund Complex" as that term may be otherwise interpreted.
3.    Includes $375 deferred by Ms. Hamilton under the "Compensation Deferral
   Plan" described below.
4.    Includes $0 deferred by Mr. Malone under the "Compensation Deferral
   Plan" described below.
5.    Includes $62,500 compensation paid to Mr. Marshall for serving as a
   Trustee for MassMutual Select Funds and MML Series Investment Fund.


|X|   Compensation Deferral Plan For Trustees. 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 the Fund. Under the plan, the compensation
deferred by a Trustee is periodically adjusted as though an equivalent amount
had been invested in shares of one or more Oppenheimer funds selected by the
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 Trustees' fees under the plan will not materially affect
the Fund's assets, liabilities or net income per share. The plan will not
obligate the Fund to retain the services of any Trustee or to pay any
particular level of compensation to any Trustee. Pursuant to an Order issued
by the SEC, the Fund may invest in the funds selected by the Trustees under
the plan without shareholder approval for the limited purpose of determining
the value of the Trustees' deferred compensation account.

|X|   Major Shareholders. As of the date of this SAI, the Fund had not
commenced operations, and OppenheimerFunds, Inc., the Manager, is the only
shareholder of record.

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

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

      The Code of Ethics is an exhibit to the Fund's registration statement
filed with the SEC and can be reviewed and copied at the SEC's Public
Reference Room in Washington, D.C. You can obtain information about the hours
of operation of the Public Reference Room by calling the SEC at
1.202.551.8090. The Code of Ethics can also be viewed as part of the Fund's
registration statement on the SEC's EDGAR database at the SEC's Internet
website at www.sec.gov. Copies may be obtained, after paying a duplicating
fee, by electronic request at the following E-mail address:
publicinfo@sec.gov., or by writing to the SEC's Public Reference Section,
Washington, D.C. 20549-0102.

|X|   Portfolio Proxy Voting. The Fund is structured as a fund of funds and,
as such, will invest assets in certain of the Underlying Funds.  Accordingly,
the Fund, in its capacity as a shareholder in the Underlying Funds, may be
requested to vote on matters pertaining to the Underlying Funds. With respect
to such shareholder proposals, the Fund will vote its shares in each of its
Underlying Funds in the same proportion as the vote of all other shareholders
in that Underlying Fund.

Each of the Underlying Funds has adopted Proxy Voting Policies and
Procedures, which include Proxy Voting Guidelines under which the Underlying
Fund votes proxies relating to securities ("portfolio proxies") held by the
Underlying Fund.  Each Underlying Fund's primary consideration in voting
portfolio proxies is the financial interests of the Underlying Fund and its
shareholders. Each Underlying Fund has retained an unaffiliated third-party
as its agent to vote portfolio proxies in accordance with the Underlying
Fund's Proxy Voting Guidelines and to maintain records of such portfolio
proxy voting. The Portfolio Proxy Voting Policies and Procedures include
provisions to address conflicts of interest that may arise between the
Underlying Fund and the Manager or the Manager's affiliates or business
relationships.  Such a conflict of interest may arise, for example, where the
Manager or an affiliate of the Manager manages or administers the assets of a
pension plan or other investment account of the portfolio company soliciting
the proxy or seeks to serve in that capacity.  The Manager and its affiliates
generally seek to avoid such conflicts by maintaining separate investment
decision making processes to prevent the sharing of business objectives with
respect to proposed or actual actions regarding portfolio proxy voting
decisions.  Additionally, the Manager employs the following two procedures:
(1) if the proposal that gives rise to the conflict is specifically addressed
in the Proxy Voting Guidelines, the Manager will vote the portfolio proxy in
accordance with the Proxy Voting Guidelines, provided that they do not
provide discretion to the Manager on how to vote on the matter; and (2) if
such proposal is not specifically addressed in the Proxy Voting Guidelines or
the Proxy Voting Guidelines provide discretion to the Manager on how to vote,
the Manager will vote in accordance with the third-party proxy voting agent's
general recommended guidelines on the proposal provided that the Manager has
reasonably determined that there is no conflict of interest on the part of
the proxy voting agent.  If neither of the previous two procedures provides
an appropriate voting recommendation, the Manager may retain an independent
fiduciary to advise the Manager on how to vote the proposal or may abstain
from voting.  The Proxy Voting Guidelines' provisions with respect to certain
routine and non-routine proxy proposals are summarized below:

o     Each Underlying Fund generally votes with the recommendation of the
      issuer's management on routine matters, including ratification of the
      independent registered public accounting firm, unless circumstances
      indicate otherwise.
o     Each Underlying Fund evaluates nominees for director nominated by
      management on a case-by-case basis, examining the following factors,
      among others:  Composition of the board and key board committees,
      attendance at board meetings, corporate governance provisions and
      takeover activity, long-term company performance and the nominee's
      investment in the company.
o     In general, each Underlying Fund opposes anti-takeover proposals and
      supports the elimination, or the ability of shareholders to vote on the
      preservation or elimination, of anti-takeover proposals, absent unusual
      circumstances.
o     Each Underlying Fund supports shareholder proposals to reduce a
      super-majority vote requirement, and opposes management proposals to
      add a super-majority vote requirement.
o     Each Underlying Fund opposes proposals to classify the board of
      directors.
o     Each Underlying Fund supports proposals to eliminate cumulative voting.
o     Each Underlying Fund opposes re-pricing of stock options without
      shareholder approval.
o     Each  Underlying  Fund  generally   considers   executive   compensation
      questions  such as stock  option plans and bonus plans to be ordinary
      business  activity.  The Underlying Fund analyzes stock option plans,
      paying  particular  attention to their  dilutive  effect.  While each
      Underlying Fund generally supports management  proposals,  it opposes
      plans it considers to be excessive.

The Fund, and each Underlying Fund, will be required to file Form N-PX, with
its complete proxy voting record for the 12 months ended June 30th, no later
than August 31st of each year. The Fund's Form N-PX filing will be available
(i) without charge, upon request, by calling the Fund toll-free at
1.800.525.7048 and (ii) on the SEC's website at www.sec.gov.

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

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

      The Fund pays expenses not expressly assumed by the Manager under the
advisory agreement. The advisory agreement lists examples of expenses paid by
the Fund. The major categories relate to interest, taxes, brokerage
commissions, fees to certain Trustees, legal and audit expenses, custodian
and transfer agent expenses, share issuance costs, certain printing and
registration costs and non-recurring expenses, including litigation costs.
The management fees paid by the Fund to the Manager are calculated at the
rates described in the Prospectus, which are applied to the assets of the
Fund as a whole. The fees are allocated to each class of shares based upon
the relative proportion of the Fund's net assets represented by that class.
The Fund is a new fund that has not yet completed its first fiscal year,
therefore the Fund paid no management fees to the Manager under the
investment advisory agreement the last three years.

      The investment advisory agreement states that in the absence of willful
misfeasance, bad faith, gross negligence in the performance of its duties or
reckless disregard of its obligations and duties under the investment
advisory agreement, the Manager is not liable for any loss the Fund sustain
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 adviser or
general distributor. If the Manager shall no longer act as investment adviser
to the Trust, the Manager may withdraw the right of the Trust to use the name
"Oppenheimer" as part of its name.

Portfolio Managers. The Fund is managed by Arthur Steinmetz and Angelo
Manioudakis (each is referred to as a "Portfolio Manager" and collectively
they are referred to as the "Portfolio Managers") who are responsible for the
day-to-day management of the Fund's investments.

        Other Accounts Managed.  In addition to managing the Fund's
investment portfolio, members of the portfolio management team also manage
other investment portfolios and other accounts, on behalf of the Manager or
its affiliates.  The following table provides information regarding those
portfolios and accounts as of November 14, 2007:

   -------------------------------------------------------------------------------
   Portfolio Manager RegisteredTotal      Other        Total    Other   Total
                                                     Assets in
                               Assets in               Other
                               Registered Pooled      Pooled             Assets
                     InvestmentInvestment InvestmentInvestment          in Other
                     Companies Companies  Vehicles   Vehicles   AccountsAccounts
                      Managed  Managed(1)  Managed  Managed(1)  Managed Managed(2)
   -------------------------------------------------------------------------------
   -------------------------------------------------------------------------------
    Arthur Steinmetz    15      $12,368     None      None       None    None
   -------------------------------------------------------------------------------
   -------------------------------------------------------------------------------
    Angelo               4      $21,731     None      None       None    None
    Manioudakis
   -------------------------------------------------------------------------------
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, each of the Portfolio Managers also manages other
funds. Potentially, at times, those responsibilities could conflict with the
interests of the Fund. That may occur whether the investment strategies of
the other funds 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 he may need to execute
transactions for another fund 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. 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 Managers 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 Portfolio Managers 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 Managers.  The Portfolio Managers are
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 investors. 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 November 14,
2007, each Portfolio Manager's compensation consisted primarily 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. Portfolio managers who are responsible for duties as
senior executives of the Manager may also receive compensation for the
performance of their duties in that separate capacity.

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 Lipper benchmark selected by management.  The
Portfolio Managers do not receive additional compensation with respect to the
performance of Fund.  They are compensated based on the performance of
Underlying Funds.  Other factors include management quality (such as style
consistency, risk management, sector coverage, team leadership and coaching)
and organizational development. The compensation structure is intended to be
internally equitable and serve to reduce potential conflicts of interest
between the Fund and other funds managed by the Portfolio Managers.  The
compensation structure of certain other portfolios managed by the Portfolio
Managers may be different from the compensation structure of the Underlying
Funds, described above.  The Portfolio Managers' compensation with regard to
those portfolios may, under certain circumstances, include an amount based on
the amount of the management fee.

     Ownership of Portfolio Shares.  As of November 14, 2007, none of the
Portfolio Managers beneficially owned any shares of the Fund.


Brokerage Policies of the Fund

Most of the portfolio transactions of the Fund will be the purchase or sale
of securities of the Underlying Funds, which do not involve any commissions
or other transaction fees. If the Fund invests in other securities, the
Manager will follow the brokerage practices of the Underlying Funds described
below.

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

      Under the Underlying Funds' investment advisory agreements, in choosing
brokers to execute portfolio transactions, the Manager may select brokers
(other than affiliates) that provide both brokerage and research services to
the Underlying Funds and/or the other accounts over which the Manager or its
affiliates have investment discretion. The commissions paid to those brokers
may be higher than another qualified broker would charge, if the Manager
makes a good faith determination that the commission is fair and reasonable
in relation to the services provided.

Brokerage Practices Followed by the Manager.  The Manager allocates brokerage
for each Underlying Fund subject to the provisions of the Underlying Fund's
investment advisory agreement and other applicable rules and procedures
described below.

      The Manager's portfolio traders allocate brokerage based upon
recommendations from the Manager's portfolio managers, together with the
portfolio traders' judgment as to the execution capability of the broker or
dealer. In certain instances, portfolio managers may directly place trades
and allocate brokerage. In either case, the Manager's executive officers
supervise the allocation of brokerage.

      Other accounts advised by the Manager have investment policies similar
to those of an Underlying Fund. Those other accounts may purchase or sell the
same securities as an Underlying Fund at the same time as an Underlying Fund,
which could affect the supply and price of the securities. If two or more
accounts advised by the Manager purchase the same security on the same day
from the same dealer, the transactions under those combined orders are
averaged as to price and allocated in accordance with the purchase or sale
orders actually placed for each account. When possible, the Manager tries to
combine concurrent orders to purchase or sell the same security by more than
one of the accounts managed by the Manager or its affiliates. The
transactions under those combined orders are averaged as to price and
allocated in accordance with the purchase or sale orders actually placed for
each account.

      Rule 12b-1 under the Investment Company Act prohibits any fund from
compensating a broker or dealer for promoting or selling the fund's shares by
(1) directing to that broker or dealer any of the fund's portfolio
transactions, or (2) directing any other remuneration to that broker or
dealer, such as commissions, mark-ups, mark downs or other fees from the
fund's portfolio transactions, that were effected by another broker or dealer
(these latter arrangements are considered to be a type of "step-out"
transaction). In other words, a fund and its investment adviser cannot use
the fund's brokerage for the purpose of rewarding broker-dealers for selling
the fund's shares.

      However, the Rule permits funds to effect brokerage transactions
through firms that also sell fund shares, provided that certain procedures
are adopted to prevent a quid pro quo with respect to portfolio brokerage
allocations. As permitted by the Rule, the Manager has adopted (and the
Underlying Funds' Boards of Trustees have approved) procedures that permit
the Underlying Funds to direct portfolio securities transactions to brokers
or dealers that also promote or sell shares of the Underlying Funds, subject
to the "best execution" considerations discussed above. Those procedures are
designed to prevent: (1) the Manager's personnel who effect an Underlying
Fund's portfolio transactions from taking into account a broker's or dealer's
promotion or sales of the Underlying Fund's shares when allocating those
portfolio transactions, and (2) the Underlying Funds, the Manager and the
Distributor from entering into agreements or understandings under which the
Manager directs or is expected to direct an Underlying Funds' brokerage
directly, or through a "step-out" arrangement, to any broker or dealer in
consideration of that broker's or dealer's promotion or sale of the
Underlying Funds' shares or the shares of any of the other Oppenheimer funds.

      The Underlying Funds' investment advisory agreements permit the Manager
to allocate brokerage for research services. The research services provided
by a particular broker may be useful both to an Underlying Fund and to one or
more of the other accounts advised by the Manager or its affiliates.
Investment research may be supplied to the Manager by the broker or by a
third party at the instance of a broker through which trades are placed.

      Investment research services include information and analysis on
particular companies and industries as well as market or economic trends and
portfolio strategy, market quotations for portfolio evaluations, 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.

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

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

      Because the Fund is new and has not completed its first fiscal year, no
brokerage fees were paid to any broker during the last three years.

Distribution and Service Plans

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

Because the Fund's have not yet completed their first fiscal year, no
compensation was paid to the Distributor during the last three years.

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

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

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

      The Board of Trustees and the Independent Trustees must approve all
material amendments to a plan. An amendment to increase materially the amount
of payments to be made under a plan must be approved by shareholders of the
class affected by the amendment. Because Class B shares of the Fund
automatically convert into Class A shares 72 months after purchase, the Fund
must obtain the approval of both Class A and Class B shareholders for a
proposed material amendment to the Class A Plan that would materially
increase payments under the plan. That approval must be by a "majority" (as
defined in the Investment Company Act) of the shares of each Class, voting
separately by class.

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

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

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

      |X|   Class A Service Plan Fees. Under the Class A service plan, the
Distributor currently uses the fees it receives from the Fund to pay brokers,
dealers and other financial institutions (they are referred to as
"recipients") for personal services and account maintenance services they
provide for their customers who hold Class A shares. The services include,
among others, answering customer inquiries about the Fund, assisting in
establishing and maintaining accounts in the Fund, making the Fund's
investment plans available and providing other services at the request of the
Fund or the Distributor. The Class A service plan permits reimbursements to
the Distributor at a rate of up to 0.25% of average net assets of Class A
shares. The Board has set the rate at that level. The Distributor does not
receive or retain the service fee on Class A shares in accounts for which the
Distributor has been listed as the broker-dealer of record. While the plan
permits the Board to authorize payments to the Distributor to reimburse
itself for services under the plan, the Board has not yet done so, except in
the case of the special arrangement described below regarding grandfathered
retirement accounts. The Distributor makes payments to plan recipients
periodically at an annual rate not to exceed 0.25% of the average annual net
assets consisting of Class A shares held in the accounts of the recipients or
their customers.

      The Distributor does not receive or retain the service fee on Class A
shares in accounts for which the Distributor has been listed as the
broker-dealer of record. While the plan permits the Board to authorize
payments to the Distributor to reimburse itself for services under the plan,
the Board has not yet done so, except in the case of shares purchased prior
to March 1, 2007 with respect to certain group retirement plans that were
established prior to March 1, 2001 ("grandfathered retirement plans"). Prior
to March 1, 2007, the Distributor paid the 0.25% service fee for
grandfathered retirement plans in advance for the first year and retained the
first year's service fee paid by the Fund with respect to those shares. After
the shares were held for a year, the Distributor paid the ongoing service
fees to recipients on a periodic basis. Such shares are subject to a
contingent deferred sales charge if they are redeemed within 18 months. If
Class A shares purchased in a grandfathered retirement plan prior to March 1,
2007 are redeemed within the first year after their purchase, the recipient
of the service fees on those shares will be obligated to repay the
Distributor a pro rata portion of the advance payment of those fees. For
Class A shares purchased in grandfathered retirement plans on or after March
1, 2007, the Distributor does not make any payment in advance and does not
retain the service fee for the first year. Such shares are not subject to the
contingent deferred sales charge.

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

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

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

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

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

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

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

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

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

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 Statement of Additional Information. 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 Statement of Additional Information. 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     depending on the share class that the investor selects, contingent
         deferred sales charges or initial front-end sales charges, all or a
         portion of which front-end sales charges are payable by the
         Distributor to financial intermediaries (see "About Your Account" in
         the Prospectus);
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 --
         Distribution and 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 the 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 the Financial Industry Regulatory
         Authority (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 Statement of Additional
Information. 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
                                        American Enterprise Life
  Allstate 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
                                        Citigroup Global Markets Inc
  Citicorp Investment Services, 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
                                        Kemper Investors Life Insurance
  Jefferson Pilot Securities Co.       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
                                        Walnut Street Securities (Met
  Wachovia                             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 use a variety of terms to
illustrate its investment performance. Those terms include "cumulative total
return," "average annual total return," "average annual total return at net
asset value" and "total return at net asset value." An explanation of how
total returns are calculated is set forth below. You can obtain current
performance information by calling the Fund's Transfer Agent at
1.800.225.5677 or by visiting the OppenheimerFunds Internet website at
www.oppenheimerfunds.com.

      The Fund's illustrations of their 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 they are to be calculated. In
general, any advertisement by the Fund of their performance data must include
the average annual total returns for the advertised class of shares of the
Fund.

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

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

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

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

      In calculating total returns for Class A shares, the current maximum
sales charge of 5.75% (as a percentage of the offering price) is deducted
from the initial investment ("P" in the formula below) (unless the return is
shown without sales charge, as described below). For Class B shares, payment
of the applicable contingent deferred sales charge is applied, depending on
the period for which the return is shown: 5.0% in the first year, 4.0% in the
second year, 3.0% in the third and fourth years, 2.0% in the fifth year, 1.0%
in the sixth year and none thereafter. For Class C shares, the 1.0%
contingent deferred sales charge is deducted for returns for the one-year
period. For Class N shares, the 1.0% contingent deferred sales charge is
deducted for returns for the one-year period.

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

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



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

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

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

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

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

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

      o  Total Returns at Net Asset Value. From time to time the Fund may
also quote a cumulative or an average annual total return "at net asset
value" (without deducting sales charges) for Class A, Class B, Class C or
Class N shares. Each is based on the difference in net asset value per share
at the beginning and the end of the period for a hypothetical investment in
that class of shares (without considering front-end or contingent deferred
sales charges) and takes into consideration the reinvestment of dividends and
capital gains distributions.


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

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

      |X|   Morningstar Ratings. From time to time the Fund may publish the
star rating of the performance of its classes of shares by Morningstar, Inc.,
an independent mutual funds monitoring service. Morningstar rates mutual
funds in their specialized market sector. The Fund are not yet rated.

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

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

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

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

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

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

ABOUT YOUR ACCOUNT


How to Buy Shares


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


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

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



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


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

                                          Oppenheimer Baring SMA International
                                          Bond Fund
LifeCycle Funds                           Oppenheimer SMA Core Bond Fund
  Oppenheimer Transition 2010 Fund        Oppenheimer SMA International Bond 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 Statement of Additional
Information, redemption proceeds of certain money market fund shares may be
subject to a contingent deferred sales charge.


      Letters of Intent. Under a Letter of Intent (a "Letter"), you may
be able to reduce the sales charge rate that applies to your purchases
of Class A shares if you purchase Class A, Class B or Class C shares of
the Fund or other Oppenheimer funds. A Letter is an investor's statement
in writing to the Distributor of his or her intention to purchase a
specified value of Class A, Class B and Class C shares of the Fund or
other Oppenheimer funds during a 13-month period (the "Letter period"),
which begins on the date of the investor's first share purchase
following the establishment of the Letter. The sales charge on each
purchase of Class A shares during the Letter period will be at the rate
that would apply to a single lump-sum purchase of shares in the amount
intended to be purchased under the Letter. In submitting a Letter, the
investor makes no commitment to purchase shares. However, if the
investor does not fulfill the terms of the Letter within the Letter
period, he or she agrees to pay the additional sales charges that would
have been applicable to the purchases that were made. The investor
agrees that shares equal in value to 2% of the intended purchase amount
will be held in escrow by the Transfer Agent for that purpose, as
describe in "Terms of Escrow" below. It is the responsibility of the
dealer of record and/or the investor to advise the Distributor about the
Letter when placing purchase orders during the Letter period.

      To determine whether an investor has fulfilled the terms of a
 Letter, the Transfer Agent will count purchases of "qualified shares"
 of Class A, Class B and Class C during the Letter period. Purchases of
 Class N or Class Y shares, purchases made by reinvestment of dividends
 or capital gains distributions from the Fund or other Oppenheimer
 funds, purchases of Class A shares with redemption proceeds under the
 Reinvestment Privilege (described below), and purchases of Class A
 shares of Oppenheimer Money Market Fund, Inc. or Oppenheimer Cash
 Reserves on which a sales charge has not been paid do not count as
 "qualified shares" for satisfying the terms of a Letter. In addition,
 the investor will be considered to have fulfilled the Letter if the
 value of the investor's total holdings of qualified shares on the last
 day of the Letter period, calculated at the net asset value on that
 day, equals or exceeds the intended purchase amount.

      Beginning on January 1, 2008, investors may also count Class A,
Class B, Class C, Class G and Class H  units purchases in advisor sold
Section 529 plans, for which the Manager or the Distributor serves as
the Program Manager or Program Distributor, to your share purchases that
qualify for a Letter of Intent. You must notify the Distributor or your
current intermediary of any qualifying 529 plan holdings.

   If the terms of the Letter are not fulfilled within the Letter
period, the concessions previously paid to the dealer of record for the
account and the amount of sales charge retained by the Distributor will
be adjusted on the first business day following the expiration of the
Letter period to reflect the sales charge rates that apply to the actual
total purchases. If total eligible purchases during the Letter period
exceed the intended purchase amount and exceed the amount needed to
qualify for the next sales charge rate reduction set forth in the
Prospectus, the sales charges paid may be adjusted to the lower rate.
That adjustment will only be made if and when the dealer returns to the
Distributor the excess of the amount of concessions allowed or paid to
the dealer over the amount of concessions that apply to the actual
amount of purchases. The reduced sales charge adjustment will be made by
adding to the investors account the number of additional shares that
would have been purchased if the lower sales charge rate had been used.
Those additional shares will be determined using the net asset value per
share in effect on the date of such adjustment.

By establishing a Letter, the investor agrees to be bound by the terms of the
Prospectus, this Statement of Additional Information and the application used
for a Letter, and if those terms are amended to be bound by the amended terms
and that any amendments by the Fund will apply automatically to existing
Letters. Group retirement plans qualified under section 401(a) of the
Internal Revenue Code may not establish a Letter, however defined benefit
plans and single K sole proprietor plans may do so.


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


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


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


      3.    If the Letter applies to more than one fund account, the investor
can designate the fund from which shares will be escrowed. If no fund is
selected, the Transfer Agent will escrow shares in the fund account that has
the highest dollar balance on the date of the first purchase under the
Letter. If there are not sufficient shares to cover the escrow amount, the
Transfer Agent will escrow shares in the fund account(s) with the next
highest balance(s). If there are not sufficient shares in the accounts to
which the Letter applies, the Transfer Agent may escrow shares in other
accounts that are linked for Right of Accumulation purposes. Additionally, if
there are not sufficient shares available for escrow at the time of the first
purchase under the Letter, the Transfer Agent will escrow future purchases
until the escrow amount is met.

      4.    If the total purchases under the Letter are less than the
intended purchases specified, on the first business day after the end of the
Letter period the Distributor will redeem escrowed shares equal in value to
the difference between the dollar amount of sales charges actually paid and
the amount of sales charges which would have been paid if the total purchases
had been made at a single time. Any shares remaining after such redemption
will be released from escrow.

      5.    If the terms of the Letter are fulfilled, the escrowed shares
will be promptly released to the investor at the end of the Letter period.

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


      Asset Builder Plans. As indicated in the Prospectus, you normally must
establish your Fund account with $1,000. However, you can open a Fund account
for as little as $500 if you establish an Asset Builder Plan to automatically
purchase additional shares directly from a bank account at the time of your
initial share purchase. An Asset Builder Plan is available only if your bank
is an ACH member. Under an Asset Builder Plan payments to purchase shares of
a Fund will be debited from your bank account automatically. Normally the
debit will be made two business days prior to the investment dates you select
on your application. Neither the Distributor, the Transfer Agent nor the Fund
will be responsible for any delays in purchasing shares that result from
delays in ACH transmissions.

      To establish an Asset Builder Plan at the time you initially purchase
Fund shares, complete the "Asset Builder Plan" information on the Account
Application. To establish an Asset Builder Plan for an existing account, use
the Asset Builder Enrollment Form. The Account Application and the Asset
Builder Enrollment Form are available by contacting the Distributor or may be
downloaded from our website at: www.oppenheimerfunds.com. Before you
establish a new Fund account under the Asset Builder Plan, you should obtain
a prospectus of the selected fund and read it carefully.

      You may change the amount of your Asset Builder payment or you can
terminate your automatic investments at any time by writing to the Transfer
Agent. The Transfer Agent requires a reasonable period (approximately 10
days) after receipt of your instructions to implement them. The minimum
additional purchase under a new Asset Builder Plan is $50. For Asset Builder
Plans established prior to November 1, 2002, the minimum additional purchase
is $25. Shares purchased by Asset Builder Plan payments are subject to the
redemption restrictions for recent purchases described in the Prospectus. An
Asset Builder Plan may not be used to buy shares for OppenheimerFunds
employer-sponsored qualified retirement accounts. The Fund reserve the right
to amend, suspend or discontinue offering Asset Builder Plans at any time
without prior notice.

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

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

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

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

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

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

      Class B, Class C or Class N shares may not be purchased by a new
investor directly from the Distributor without the investor designating
another registered broker-dealer.

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

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

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

o     to all rollover IRAs (including SEP IRAs and SIMPLE IRAs),
o     to all rollover contributions made to Individual 401(k) plans,
            Profit-Sharing Plans and Money Purchase Pension Plans,
o     to all direct rollovers from OppenheimerFunds-sponsored Pinnacle and
            Ascender retirement plans,
o     to all trustee-to-trustee IRA transfers,
o     to all 90-24 type 403(b) transfers,

o     to Group Retirement Plans (as defined in Appendix B to this Statement
            of Additional Information) which have entered into a special
            agreement with the Distributor for that purpose,

o     to Retirement Plans qualified under Sections 401(a) or 401(k) of the
            Internal Revenue Code, the recordkeeper or the plan sponsor for
            which has entered into a special agreement with the Distributor,
o     to Retirement Plans of a plan sponsor where the aggregate assets of all
            such plans invested in the Oppenheimer funds is $500,000 or more,
o     to OppenheimerFunds-sponsored Ascender 401(k) plans that pay for the
            purchase with the redemption proceeds of Class A shares of one or
            more Oppenheimer funds, and
o     to certain customers of broker-dealers and financial advisors that are
            identified in a special agreement between the broker-dealer or
            financial advisor and the Distributor for that purpose.

      The sales concession and the advance of the service fee, as described
in the Prospectus, will not be paid to dealers of record on sales of Class N
shares on:

o     purchases of Class N shares in amounts of $500,000 or more by a
            retirement plan that pays for the purchase with the redemption
            proceeds of Class A shares of one or more Oppenheimer funds
            (other than rollovers from an OppenheimerFunds-sponsored Pinnacle
            or Ascender 401(k) plan to any IRA invested in the Oppenheimer
            funds),
o     purchases of Class N shares in amounts of $500,000 or more by a
            retirement plan that pays for the purchase with the redemption
            proceeds of Class C shares of one or more Oppenheimer funds held
            by the plan for more than one year (other than rollovers from an
            OppenheimerFunds-sponsored Pinnacle or Ascender 401(k) plan to
            any IRA invested in the Oppenheimer funds), and
o     on purchases of Class N shares by an OppenheimerFunds-sponsored
            Pinnacle or Ascender 401(k) plan made with the redemption
            proceeds of Class A shares of one or more Oppenheimer funds.

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

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

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

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

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

      Listed below are certain cases in which the Fund has elected, in its
discretion, not to assess the Minimum Balance Fee. These exceptions are
subject to change:

o     A Fund account whose shares were acquired after September 30th of the
         prior year;
o     A Fund account that has a balance below $500 due to the automatic
         conversion of shares from Class B to Class A shares. However, once
         all Class B shares held in the account have been converted to Class
         A shares the new Class A share account balance may become subject to
         the Minimum Balance Fee;
o     Accounts of shareholders who elect to access their account documents
         electronically via eDoc Direct (to access account documents
         electronically via eDocs Direct, please visit the Service Center on
         our website at www.oppenheimerfunds.com or call 1.888.470.0862 for
         instructions);
o     A Fund account that has only certificated shares and, has a balance
         below $500 and is being escheated;

o     Accounts of shareholders that are held by broker-dealers under the NSCC
         Fund/SERV system in Networking level 1 and 3 accounts;

o     Accounts held under the Oppenheimer Legacy Program and/or holding
         certain Oppenheimer Variable Account Funds;
o     Omnibus accounts holding shares pursuant to the Pinnacle, Ascender,
         Custom Plus, Recordkeeper Pro and Pension Alliance Retirement Plan
         programs; and
o     A Fund account that falls below the $500 minimum solely due to market
         fluctuations within the 12-month period preceding the date the fee
         is deducted;
o     Accounts held in the Portfolio Builder Program which is offered through
         certain broker/dealers to qualifying shareholders.

      To access account documents electronically via eDocs Direct, please
visit the Service Center on our website at www.oppenheimerfunds.com and click
the hyperlink "Sign Up for Electronic Document Delivery" under the heading "I
Want To," or call 1.888.470.0862 for instructions.

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

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

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

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

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

o     Equity securities traded on a U.S. securities exchange are valued as
         follows:
          (1)if last sale information is regularly reported, they are valued
             at the last reported sale price on the principal exchange on
             which they are traded as applicable, on that day, or
          (2)if last sale information is not available on a valuation date,
             they are valued at the last reported sale price preceding the
             valuation date if it is within the spread of the closing "bid"
             and "asked" prices on the valuation date or, if not, at the
             closing "bid" price on the valuation date.
o     Equity securities traded on a foreign securities exchange generally are
         valued in one of the following ways:
          (1)at the last sale price available to the pricing service approved
             by the Board of Directors/Trustees, or
          (2)at the last sale price obtained by the Manager from the report
             of the principal exchange on which the security is traded at its
             last trading session on or immediately before the valuation
             date, or
          (3)at the mean between the "bid" and "asked" prices obtained from
             the principal exchange on which the security is traded or, on
             the basis of reasonable inquiry, from two market makers in the
             security.
o     Long-term debt securities having a remaining maturity in excess of 60
         days are valued based on the mean between the "bid" and "asked"
         prices determined by a portfolio pricing service approved by each
         Underlying Fund's Board of Directors/Trustees or obtained by the
         Manager from two active market makers in the security on the basis
         of reasonable inquiry.
o     The following securities are valued at the mean between the "bid" and
         "asked" prices determined by a pricing service approved by each
         Underlying Fund's Board of Directors/Trustees or obtained by the
         Manager from two active market makers in the security on the basis
         of reasonable inquiry:
          (1)debt instruments that have a maturity of more than 397 days when
             issued,
          (2)debt instruments that had a maturity of 397 days or less when
             issued and have a remaining maturity of more than 60 days, and
          (3)non-money market debt instruments that had a maturity of 397
             days or less when issued and which have a remaining maturity of
             60 days or less.
o     The following securities are valued at cost, adjusted for amortization
         of premiums and accretion of discounts:
          (1)money market debt securities held by a non-money market funds
             that had a maturity of less than 397 days when issued that have
             a remaining maturity of 60 days or less, and
          (2)debt instruments held by a money market funds that have a
             remaining maturity of 397 days or less.
o     Securities (including restricted securities) not having
         readily-available market quotations are valued at fair value
         determined under such Board's procedures. If the Manager is unable
         to locate two market makers willing to give quotes, a security may
         be priced at the mean between the "bid" and "asked" prices provided
         by a single active market maker (which in certain cases may be the
         "bid" price if no "asked" price is available).

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

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

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

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

How to Sell Shares

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

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

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

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

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

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

Payments "In Kind." As stated in the Prospectus, payments for shares tendered
for redemption are ordinarily made in cash. However, under certain
circumstances, the Board of Trustees of the Fund may determine that it would
be detrimental to the best interests of the remaining shareholders of the
Fund to make payment of a redemption order wholly or partly in cash. In that
case, the Fund may pay the redemption proceeds in whole or in part by a
distribution "in kind" of liquid securities from the portfolio of the Fund,
in lieu of cash. The Fund has elected to be governed by Rule 18f-1 under the
Investment Company Act. Under that rule, the Fund are obligated to redeem
shares solely in cash up to the lesser of $250,000 or 1% of the net assets of
the Fund during any 90-day period for any one shareholder.

      If shares are redeemed in kind, the redeeming shareholder would
generally receive shares of one or more of the Underlying Funds. Those shares
would be subject to the applicable Underlying Fund's normal fees, sales
charges, and redemption and exchange policies. If a redemption in kind were
made in other types of securities, the shareholder might incur brokerage or
other costs in selling the securities for cash. The Fund will value
securities used to pay redemptions in kind using the same method the Fund and
the Underlying Fund use to value their portfolio securities described above
under "Determination of Net Asset Values Per Share." That valuation will be
made as of the time the redemption price is determined.

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

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

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

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

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

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

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

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

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

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

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


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


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

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

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

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

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

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

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

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

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


How to Exchange Shares

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

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

   The following funds only offer Class A shares:
   Centennial California Tax Exempt Trust    Centennial New York Tax Exempt Trust
   Centennial Government Trust               Centennial Tax Exempt Trust
   Centennial Money Market Trust

   The following funds do not offer Class N shares:
   Limited Term New York Municipal Fund      Oppenheimer Rochester Massachusetts
                                             Municipal Fund
   Oppenheimer AMT-Free Municipals           Oppenheimer Rochester Michigan
                                             Municipal Fund
   Oppenheimer AMT-Free New York Municipals  Oppenheimer Rochester Minnesota
                                             Municipal Fund
   Oppenheimer California Municipal Fund     Oppenheimer Rochester National
                                             Municipals
   Oppenheimer Institutional Money Market    Oppenheimer Rochester North Carolina
   Fund                                      Municipal Fund
   Oppenheimer Limited Term California       Oppenheimer Rochester Ohio Municipal
   Municipal Fund                            Fund
   Oppenheimer Limited Term Municipal Fund   Oppenheimer Rochester Virginia
                                             Municipal Fund
   Oppenheimer Money Market Fund, Inc.       Oppenheimer Senior Floating Rate Fund
   Oppenheimer New Jersey Municipal Fund     Rochester Fund Municipals
   Oppenheimer Principal Protected Main
   Street Fund II
   Oppenheimer Pennsylvania Municipal Fund
   Oppenheimer Rochester Arizona Municipal   Oppenheimer Baring SMA International
   Fund                                      Bond Fund
   Oppenheimer Rochester Maryland
   Municipal Fund                            Oppenheimer SMA Core Bond Fund

   The following funds do not offer Class Y shares:
   Limited Term New York Municipal Fund     Oppenheimer Principal Protected Main
                                            Street Fund III
   Oppenheimer AMT-Free Municipals          Oppenheimer Quest Capital Value Fund,
                                            Inc.
   Oppenheimer AMT-Free New York Municipals Oppenheimer Quest International Value
                                            Fund, Inc.
   Oppenheimer Balanced Fund                 Oppenheimer Rochester Arizona Municipal
                                             Fund
   Oppenheimer California Municipal Fund     Oppenheimer Rochester Maryland
                                             Municipal Fund
   Oppenheimer Capital Income Fund           Oppenheimer Rochester Massachusetts
                                             Municipal Fund
   Oppenheimer Cash Reserves                 Oppenheimer Rochester Michigan
                                             Municipal Fund
   Oppenheimer Convertible Securities Fund   Oppenheimer Rochester Minnesota
                                             Municipal Fund
   Oppenheimer Dividend Growth Fund          Oppenheimer Rochester National
                                             Municipals
   Oppenheimer Gold & Special Minerals Fund  Oppenheimer Rochester North Carolina
                                             Municipal Fund
   Oppenheimer Institutional Money Market    Oppenheimer Rochester Ohio Municipal
   Fund                                      Fund
   Oppenheimer Limited Term California       Oppenheimer Rochester Virginia
   Municipal Fund                            Municipal Fund
   Oppenheimer Limited Term Municipal Fund
   Oppenheimer New Jersey Municipal Fund
   Oppenheimer Pennsylvania Municipal Fund  Oppenheimer Baring SMA International
                                            Bond Fund
   Oppenheimer Principal Protected Main
   Street Fund                               Oppenheimer SMA Core Bond Fund
   Oppenheimer Principal Protected Main
   Street Fund II                            Oppenheimer SMA International Bond Fund

o     Oppenheimer Money Market Fund, Inc. only offers Class A and Class Y
   shares.
o     Oppenheimer Institutional Money Market Fund only offers Class E, Class
      L and Class P shares.
o     Oppenheimer Baring SMA International Bond Fund, Oppenheimer SMA Core
      Bond Fund and Oppenheimer SMA International Bond Fund only offer Class
      W shares.
o     Class B and Class C shares of Oppenheimer Cash Reserves are generally
      available only by exchange from the same class of shares of other
      Oppenheimer funds or through OppenheimerFunds-sponsored 401(k) plans.
o     Class M shares of Oppenheimer Convertible Securities Fund may be
      exchanged only for Class A shares of other Oppenheimer funds. They may
      not be acquired by exchange of shares of any class of any other
      Oppenheimer funds except Class A shares of Oppenheimer Money Market
      Fund, Inc. or Oppenheimer Cash Reserves acquired by exchange of Class M
      shares.
o     Class A shares of Oppenheimer funds may be exchanged at net asset value
      for shares of certain money market funds offered by the Distributor.
      Shares of certain money market funds purchased without a sales charge
      may be exchanged for shares of Oppenheimer funds offered with a sales
      charge upon payment of the sales charge.
o     Shares of the Fund acquired by reinvestment of dividends or
      distributions from any of the other Oppenheimer funds or from any unit
      investment trust for which reinvestment arrangements have been made
      with the Distributor may be exchanged at net asset value for shares of
      the same class of any of the other Oppenheimer funds into which you may
      exchange shares.
o     Shares of Oppenheimer Principal Protected Main Street Fund may be
      exchanged at net asset value for shares of the same class of any of the
      other Oppenheimer funds into which you may exchange shares. However,
      shareholders are not permitted to exchange shares of other Oppenheimer
      funds for shares of Oppenheimer Principal Protected Main Street Fund
      until after the expiration of the warranty period (8/5/2010).
o     Shares of Oppenheimer Principal Protected Main Street Fund II may be
      exchanged at net asset value for shares of the same class of any of the
      other Oppenheimer funds into which you may exchange shares. However,
      shareholders are not permitted to exchange shares of other Oppenheimer
      funds for shares of Oppenheimer Principal Protected Main Street Fund II
      until after the expiration of the warranty period (3/3/2011).
o     Shares of Oppenheimer Principal Protected Main Street Fund III may be
      exchanged at net asset value for shares of the same class of any of the
      other Oppenheimer funds into which you may exchange shares. However,
      shareholders are not permitted to exchange shares of other Oppenheimer
      funds for shares of Oppenheimer Principal Protected Main Street Fund
      III until after the expiration of the warranty period (12/16/2011).
o     Class A, Class B, Class C and Class N shares of Oppenheimer Developing
      Markets Fund may be acquired by exchange only with a minimum initial
      investment of $50,000. An existing shareholder of that fund may make
      additional exchanges into that fund with as little as $50.
o     Shares of Oppenheimer International Small Company Fund may be acquired
      only by existing shareholders of that fund. Existing shareholders may
      make exchanges into the fund with as little as $50.
o     In most cases, shares of Oppenheimer Small- & Mid-Cap Value Fund may be
      acquired only by shareholders who currently own shares of that Fund.
o     Oppenheimer Global Value Fund offers Class A and Class Y shares. Class
      Y shares of that fund may be acquired only by participants in certain
      group retirement plans that have an agreement with the Distributor.

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

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

o     When Class A shares of any Oppenheimer fund acquired by exchange of
Class A shares of any Oppenheimer fund purchased subject to a Class A
contingent deferred sales charge are redeemed within 18 months measured from
the beginning of the calendar month of the initial purchase of the exchanged
Class A shares, the Class A contingent deferred sales charge is imposed on
the redeemed shares. Except, however, with respect to Class A shares of
Oppenheimer Rochester National Municipals and Rochester Fund Municipals
acquired prior to October 22, 2007, in which case the Class A contingent
deferred sales charge is imposed on the acquired shares if they are redeemed
within 24 months measured from the beginning of the calendar month of the
initial purchase of the exchanged Class A shares.

o     When Class A shares of Oppenheimer Rochester National Municipals and
Rochester Fund Municipals acquired prior to October 22, 2007 by exchange of
Class A shares of any Oppenheimer fund purchased subject to a Class A
contingent deferred sales charge are redeemed within 24 months of the
beginning of the calendar month of the initial purchase of the exchanged
Class A shares, the Class A contingent deferred sales charge is imposed on
the redeemed shares.

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

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

o     Except with respect to the Class B shares described in the next two
paragraphs, the contingent deferred sales charge is imposed on Class B shares
acquired by exchange if they are redeemed within six years of the initial
purchase of the exchanged Class B shares.

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

o     With respect to Class B shares of Oppenheimer Cash Reserves that were
acquired through the exchange of Class B shares initially purchased in the
Oppenheimer Capital Preservation Fund, the Class B contingent deferred sales
charge is imposed on the acquired shares if they are redeemed within five
years of that initial purchase.

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

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

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

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

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

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

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

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

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

Dividends, Capital Gains and Taxes

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

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

      Some of the Underlying Funds have no fixed dividend rate and there can
be no assurance as to the payment of any dividends or the realization of any
capital gains.

      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 their shareholders.

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

      Generally, the character of the income or capital gains that the Fund
receive from the Underlying Funds will pass through to the Fund's
shareholders as long as the Fund and Underlying Funds continue to qualify as
regulated investment companies. However, short-term capital gains received
from the Underlying Funds will be taxed as ordinary income to the Fund and
therefore may not be offset against long-term capital losses of the Fund and
foreign tax credits or deductions passed through by the Underlying Funds may
not "pass through" to the Fund's shareholders. Additionally, the redemption
of Underlying Funds shares by the Fund may be more frequently characterized
as a dividend as opposed to a sale or exchange of shares under tax rules
applicable to redemptions, thereby resulting in ordinary income without basis
offset for the redeeming Fund rather than capital gain. This will have the
effect of increasing the amount of ordinary income the Fund must distribute
to shareholders.

      Qualification as a Regulated Investment Company. The Fund has elected
to be taxed as regulated investment companies under Subchapter M of the
Internal Revenue Code of 1986, as amended. As regulated investment companies,
the Fund are not subject to federal income tax on the portion of their net
investment income (that is, taxable interest, dividends, and other taxable
ordinary income, net of expenses) and capital gain net income (that is, the
excess of net long-term capital gains over net short-term capital losses)
that they distribute to shareholders. Qualification as a regulated investment
company enables a 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 a Fund
(unless 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 a Fund might not meet in a particular year. If a Fund
did not qualify as a regulated investment company, it 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, a 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 a 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, a 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) or certain other income and net income
derived from an interest in qualified publicly traded partnerships, as
defined in the Internal Revenue Code.

      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 a Fund's
taxable year, at least 50% of the value of its 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, such Fund must not have invested more
than 5% of the value of its total assets in securities of such issuer and the
Fund must not hold more than 10% of the outstanding voting securities of such
issuer. No more than 25% of the value of a Fund's 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), in two or
more issuers which the Fund controls and which are engaged in the same or
similar trades or businesses or in the securities of one or more qualified
publicly traded partnerships as defined in the Internal Revenue Code. 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.

      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, such
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
a 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.

      Taxation of Fund Distributions. The Fund anticipates distributing
substantially all of their 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. The tax rate on
certain dividend income and long-term capital gain applicable to
non-corporate shareholders has been reduced for taxable years beginning
before January 1, 2009. Distributions comprised of dividends from domestic
corporations and certain foreign corporations (generally, corporations
incorporated in a possession of the United States, some corporations eligible
for treaty benefits under a treaty with the United States and corporations
whose stock is readily tradable on an established securities market in the
United States) are treated as "qualified dividend income" eligible for
taxation at a maximum tax rate of 15% in the hands of non-corporate
shareholders. A certain portion of the Underlying Funds' dividends when paid
to the Fund may be eligible for treatment as qualified dividend income when
paid to noncorporate shareholders of the Fund. In order for dividends paid by
a Fund to be qualified dividend income, the respective Underlying Fund must
meet holding period and certain other requirements with respect to the
dividend-paying stocks in its portfolio, such Fund must meet the holding
period and other requirements with respect to the Underlying Fund shares, and
the non-corporate shareholder must meet holding period and certain other
requirements with respect to the Fund's shares. To the extent that an
Underlying Fund or a Fund engages in securities lending with respect to stock
paying qualified dividend income, the ability to pay qualified dividend
income to shareholders will be limited.

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

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

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

      Investment income that may be received by certain Underlying Funds from
sources within foreign countries may be subject to foreign taxes withheld at
the source. The United States has entered into tax treaties with many foreign
countries which entitle an Underlying Fund to a reduced rate of, or exemption
from, taxes on such income. The Fund will not be able to pass through certain
foreign tax credits or deductions that would otherwise be available to a
shareholder in an Underlying Fund.

      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 a shareholder's tax basis in his or her shares. Any
excess will be treated as gain from the sale of those shares, as discussed
below. Shareholders of the Fund will be advised annually as to the U.S.
federal income tax consequences of distributions made (or deemed made) during
the year. If any prior distributions must be re-characterized as a
non-taxable return of capital at the end of a Fund's fiscal year, such
distributions 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 applicable Fund (or of another fund). Shareholders
receiving a distribution in the form of additional shares will be treated as
receiving a distribution in an amount equal to the fair market value of the
shares received, determined as of the reinvestment date.

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

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

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

      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 applicable 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 paid to stockholders who are nonresident
aliens or foreign entities (which are deemed not "effectively connected
income") generally will be subject to a 30% U.S. withholding tax under
existing provisions of the Internal Revenue Code applicable to foreign
individuals and entities unless a reduced rate of withholding or a
withholding exemption is provided under applicable treaty law. Under the
provisions of the American Jobs Creation Act of 2004 (the "2004 Tax Act"),
dividends derived by a regulated investment company from short-term capital
gains and qualifying net interest income (including income from original
issue discount and market discount) and paid to stockholders who are
nonresident aliens and foreign entities if and to the extent properly
designated as "interest-related dividends" or "short-term capital gain
dividends," generally will not be subject to U.S. withholding tax. Where
possible, the Fund intends to make such designations. Under recent guidance
issued by the IRS, a regulated investment company will generally be allowed
to designate the maximum amount of its qualified dividend income, interest
related dividends and short term capital gain dividends even where the
aggregate of the amounts designated exceeds the amounts of the regulated
investment company distributions. However, in any given tax year, there may
be circumstances which would cause a Fund not to designate the maximum amount
of interest-related income or short term capital gain income eligible for
exemption. It is not possible to predict what portion, if any, of a Fund's
distributions will be designated as short-term capital gains or interest
income exempt from withholding in the hands of nonresident and foreign
stockholders.

      The 2004 Tax Act also provides that distributions of a Fund
attributable to gains from sales or exchanges of "U.S. real property
interests," as defined in the Internal Revenue Code and Treasury regulations
(including gains on the sale or exchange of shares in certain "U.S. real
property holding corporations," which may include certain real estate
investment trusts among other entities and certain real estate investment
company capital gain dividends) generally will cause a foreign stockholder to
treat such gain as income effectively connected to a trade or business within
the United States, generally subject to tax at the graduated rates applicable
to U.S. stockholders. Such distributions may be subject to U.S. withholding
tax and may require the foreign stockholder to file a U.S. federal income tax
return.

      These provisions generally would apply to distributions with respect to
taxable years of the Fund beginning after December 31, 2004 and before
January 1, 2008.

      If the ordinary income dividends from a Fund are effectively connected
with the conduct of a U.S. trade or business, then the foreign person may
claim an exemption from 30% withholding 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 (in this situation) 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 are urged to consult their own tax advisors or the
U.S. Internal Revenue Service with respect to the particular tax consequences
to them of an investment in the Fund, including the applicability of the U.S.
withholding taxes described above.

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

Additional Information About the Fund

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

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

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

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







REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Trustees and Shareholders of
Oppenheimer Portfolio Series Fixed Income Investor Fund:

We have audited the accompanying statement of assets and liabilities of the
Oppenheimer Portfolio Series Fixed Income Investor Fund (the "Fund"), d/b/a
Oppenheimer Portfolio Series Fixed Income Active Allocation Fund, as of
November 13, 2007, and the related statement of operations and the statement
of changes in net assets for the period from August 29, 2007 (date of
organization) to November 13, 2007. These financial statements are the
responsibility of the Fund's management. Our responsibility is to express an
opinion on these financial statements 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 are free of material misstatement. The Fund is not
required to have, nor were we engaged to perform, an audit of its internal
control over financial reporting. Our audit included consideration of
internal control over financial reporting as a basis for designing audit
procedures that are appropriate in the circumstances, but not for the purpose
of expressing an opinion on the effectiveness of the Fund's internal control
over financial reporting. Accordingly, we express no such opinion. An audit
also includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, 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 referred to above presents fairly,
in all material respects, the financial position of the Fund as of November
13, 2007, and the results of their operations and their changes in net assets
for the period from August 29, 2007 (date of organization) to November 13,
2007, in conformity with accounting principles generally accepted in the
United States of America.



/s/Deloitte & Touche LLP

Denver, Colorado
November 19, 2007






[PG NUMBER]

117


            Oppenheimer Portfolio Series Fixed Income Investor Fund
    d/b/a Oppenheimer Portfolio Series Fixed Income Active Allocation Fund
                      Statement of Assets and Liabilities
                               November 13, 2007

                                               Total
ASSETS:
Cash                                           $104,000

Receivable from Adviser                          11,000
                                             -----------
Total Assets                                    115,000

LIABILITIES:
Payable for organization and initial
offering costs                                   11,000

                                             -----------
Net Assets                                     $104,000
                                             ===========

COMPOSITION OF NET ASSETS
Par value of shares of beneficial
interest                                         $   10

Additional paid-in capital                      103,990
Net Assets                                    $ 104,000
                                             ===========
                                             ===========




                                                Class A  Class B  Class C  Class N Class Y
NET ASSETS                                     $100,000    $1,000   $1,000  $1,000   $1,000

Shares of Beneficial Interest
Outstanding, $0.001 par value,
unlimited shares authorized                      10,000       100      100     100      100

NET ASSET VALUE PER SHARE (net assets
divided by 10,000.000; 100.000;
100.000; 100.000 and 100.000 shares of
beneficial interest of Class A, B, C,                                       $
N and Y, respectively)                          $ 10.00   $ 10.00  $ 10.00 10.00    $ 10.00


MAXIMUM OFFERING PRICE PER SHARE (net
asset value plus sales charge of 4.75%
of offering price for Class A shares)           $ 10.50


See accompanying Notes to Financial
Statements
         Oppenheimer Portfolio Series Fixed Income Investor Fund
  d/b/a Oppenheimer Portfolio Series Fixed Income Active Allocation Fund
                         Statement of Operations
    For the period from August 29, 2007 (date of organization) through
                            November 13, 2007



INVESTMENT INCOME:                             $                -
                                              -------------------------

EXPENSES:
Organizational and initial offering
costs                                                 11,000
                                              -------------------------

Less: Reimbursement of expenses by the
Adviser                                             (11,000)

NET INVESTMENT INCOME                          $             -
                                              =========================


See accompanying Notes to Financial
Statements



          Oppenheimer Portfolio Series Fixed Income Investor Fund
  d/b/a Oppenheimer Portfolio Series Fixed Income Active Allocation Fund
                    Statement of Changes in Net Assets
    For the period from August 29, 2007 (date of organization) through
                             November 13, 2007


Operations
Net Investment Income                                $          -
                                                    ------------------------


Beneficial Interest Transactions
Net increase in net assets resulting
from beneficial interest transactions:
Class A                                                 100,000
Class B                                                     1,000
Cass C                                                      1,000
Class N                                                     1,000
Class Y                                                     1,000
                                                    ------------------------

Net Assets
Total Increase                                          104,000
Beginning of Period                                              -
                                                    ------------------------

End of Period                                        $ 104,000

See accompanying Notes to Financial
Statements


Notes to Financial Statements:

Note 1. Organization

Oppenheimer Portfolio Series Fixed Income Investor Fund (the "Fund"), d/b/a
Oppenheimer Portfolio Series Fixed Income Active Allocation Fund, was
organized as a business trust in the Commonwealth of Massachusetts on August
29, 2007 and registered under the Investment Company Act of 1940, as amended
(the "1940 Act"), as a diversified, open-end, management investment company.
The Fund offers five classes of shares.   The Fund is a special type of
mutual fund known as a "fund of funds" as it invests in other mutual funds.
The Fund will normally invest in a portfolio consisting of a target-weighted
allocation in Class Y or Class A shares of other Oppenheimer funds, referred
to as "Underlying Funds".

On August 29, 2007, the Fund's Board of Directors approved an Investment
Advisory Agreement with OppenheimerFunds, Inc. ("OFI") and a Distributor's
Agreement with OppenheimerFunds Distributor, Inc. ("OFDI" or the
"Distributor"), a wholly owned subsidiary of OFI.

The investment objective of the Fund is to seek to provide total return.

The Fund offers Class A, Class B, Class C, Class N and Class Y shares of
beneficial interest.  Class A shares are sold at their offering price, which
is normally net asset value plus a front-end sales charge.  Class B, Class C
and Class N shares are sold at net asset value, without a front-end sales
charge, but may be subject to a contingent deferred sales charge (CDSC).
Class Y shares are sold at net asset value without a front-end sales charge
and are not subject to a CDSC.

The Fund has had no operations through November 13, 2007 other than those
relating to organizational matters and the sale and issuance of 10,000 Class
A shares, 100 Class B shares, 100 Class C shares, 100 Class N shares and 100
Class Y Shares of beneficial interest to OppenheimerFunds, Inc. ("OFI" or the
"Adviser").

Note 2.  Significant Accounting Policies

The Fund's financial statements are prepared in conformity with accounting
principles generally accepted in the United States, which may require the use
of management estimates and assumptions.  Actual results could differ from
those estimates.

OFI has directly assumed certain organization and initial offering costs of
the Fund, which are estimated at $84,000 and has also agreed to voluntarily
reimburse the Fund for organizational and initial offering costs borne
directly by the Fund, which are estimated at $11,000.

Income, expenses (other than those attributable to a specific class), gains
and losses are allocated on a daily basis to each class of shares 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.

The Fund intends to comply in its initial fiscal year and thereafter with
provisions of the Internal Revenue Code applicable to regulated investment
companies and as such, will not be subject to federal income taxes on
otherwise taxable income (including net realized capital gains) distributed
to shareholders.

Note 3. Fees and Other Transactions with Affiliated Parties

Management fees will be paid to the Adviser in accordance with the investment
advisory agreement with the Fund which provides for a fee equal to 0.50% of
the average annual net assets of the Fund, reduced by the amount of advisory
fees paid to the Adviser by the Underlying Funds relating to the Fund's
assets invested in the Underlying Funds.  However, the management fee will
not be reduced below zero.

The Fund will pay indirect advisory fees and other expenses as a result of
their investments in the Underlying Funds.  The Adviser has voluntarily
agreed to waive management fees and/or reimburse the Fund for certain
expenses so the "Total Expenses", including fees and expenses incurred
directly through investment in the Underlying Funds, will not exceed 1.10%
for Class A shares and 1.85% for Class B and C shares, and 1.35% for Class N
shares.  These voluntary waivers may be amended or withdrawn at any time.

OppenheimerFunds Services ("OFS"), a division of the Adviser, acts as the
transfer and shareholder servicing agent for the Fund.  The Fund will pay OFS
a per account fee. OFS has voluntarily agreed to limit transfer and
shareholder servicing agent fees paid directly by the Fund to an annual rate
of 0.35% of the Fund's average annual net assets.

OFDI acts as the principal underwriter in the continuous public offering of
shares of the Fund.  The Fund has adopted a Service Plan for Class A shares
that reimburses the Distributor for a portion of its costs incurred for
services provided to accounts that hold Class A shares.  Reimbursement is
made quarterly at an annual rate up to 0.25% of average daily net assets of
Class A shares of the Fund.  The Fund has adopted Distribution and Service
Plans for Class B, Class C and Class N shares.  Under the plans, the Fund
pays the Distributor an annual asset-based sales charge of 0.75% per year on
Class B and Class C shares and 0.25% on Class N shares.  The Distributor also
receives a service fee of up to 0.25% per year under each plan on Class B,
Class C and Class N shares.














                                  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.












                                  Appendix B

        OppenheimerFunds Special Sales Charge Arrangements and Waivers

In certain cases, the initial sales charge that applies to purchases of Class
A shares(1) of the Oppenheimer funds or the contingent deferred sales charge
that may apply to Class A, Class B or Class C shares may be waived.(2)  That
is because of the economies of sales efforts realized by OppenheimerFunds
Distributor, Inc., (referred to in this document as the "Distributor"), or by
dealers or other financial institutions that offer those shares to certain
classes of investors. Not all waivers apply to all funds.

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

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

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

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

      There is no initial sales charge on purchases of Class A shares of any
of the Oppenheimer funds in the cases listed below. However, these purchases
may be subject to the Class A contingent deferred sales charge if redeemed
within 18 months (24 months in the case of shares of Oppenheimer Rochester
National Municipals and Rochester Fund Municipals purchased prior to October
22, 2007) of the beginning of the calendar month of their purchase, as
described in the Prospectus (unless a waiver described elsewhere in this
Appendix applies to the redemption). Additionally, on shares purchased under
these waivers that are subject to the Class A contingent deferred sales
charge, the Distributor will pay the applicable concession described in the
Prospectus under "Class A Contingent Deferred Sales Charge."(5) This waiver
provision applies to:
|_|   Purchases of Class A shares aggregating $1 million or more.
|_|   Purchases of Class A shares, prior to March 1, 2007, by a Retirement
         Plan that was permitted to purchase such shares at net asset value
         but subject to a contingent deferred sales charge prior to March 1,
         2001. That included plans (other than IRA or 403(b)(7) Custodial
         Plans) that: 1) bought shares costing $500,000 or more, 2) had at
         the time of purchase 100 or more eligible employees or total plan
         assets of $500,000 or more, or 3) certified to the Distributor that
         it projects to have annual plan purchases of $200,000 or more.
|_|   Purchases by an OppenheimerFunds-sponsored Rollover IRA, if the
         purchases are made:
         1) through a broker, dealer, bank or registered investment adviser
            that has made special arrangements with the Distributor for those
            purchases, or
         2) by a direct rollover of a distribution from a qualified
            Retirement Plan if the administrator of that Plan has made
            special arrangements with the Distributor for those purchases.
|_|   Purchases of Class A shares by Retirement Plans that have any of the
         following record-keeping arrangements:
         1) The record keeping is performed by Merrill Lynch Pierce Fenner &
            Smith, Inc. ("Merrill Lynch") on a daily valuation basis for the
            Retirement Plan. On the date the plan sponsor signs the
            record-keeping service agreement with Merrill Lynch, the Plan
            must have $3 million or more of its assets invested in (a) mutual
            funds, other than those advised or managed by Merrill Lynch
            Investment Management, L.P. ("MLIM"), that are made available
            under a Service Agreement between Merrill Lynch and the mutual
            fund's principal underwriter or distributor, and  (b)  funds
            advised or managed by MLIM (the funds described in (a) and (b)
            are referred to as "Applicable Investments").
         2) The record keeping for the Retirement Plan is performed on a
            daily valuation basis by a record keeper whose services are
            provided under a contract or arrangement between the Retirement
            Plan and Merrill Lynch. On the date the plan sponsor signs the
            record keeping service agreement with Merrill Lynch, the Plan
            must have $5 million or more of its assets (excluding assets
            invested in money market funds) invested in Applicable
            Investments.
         3) The record keeping for a Retirement Plan is handled under a
            service agreement with Merrill Lynch and on the date the plan
            sponsor signs that agreement, the Plan has 500 or more eligible
            employees (as determined by the Merrill Lynch plan conversion
            manager).
II.   Waivers of Class A Sales Charges of Oppenheimer Funds

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

Class A shares purchased by the following investors are not subject to any
Class A sales charges (and no concessions are paid by the Distributor on such
purchases):
|_|   The Manager or its affiliates.
|_|   Present or former officers, directors, trustees and employees (and
            their "immediate families") of the Fund, the Manager and its
            affiliates, and retirement plans established by them for their
            employees. The term "immediate family" refers to one's spouse,
            children, grandchildren, grandparents, parents, parents-in-law,
            brothers and sisters, sons- and daughters-in-law, a sibling's
            spouse, a spouse's siblings, aunts, uncles, nieces and nephews;
            relatives by virtue of a remarriage (step-children, step-parents,
            etc.) are included.
|_|   Registered management investment companies, or separate accounts of
            insurance companies having an agreement with the Manager or the
            Distributor for that purpose.
|_|   Dealers or brokers that have a sales agreement with the Distributor, if
            they purchase shares for their own accounts or for retirement
            plans for their employees.
|_|   Employees and registered representatives (and their spouses) of dealers
            or brokers described above or financial institutions that have
            entered into sales arrangements with such dealers or brokers (and
            which are identified as such to the Distributor) or with the
            Distributor. The purchaser must certify to the Distributor at the
            time of purchase that the purchase is for the purchaser's own
            account (or for the benefit of such employee's spouse or minor
            children).
|_|   Dealers, brokers, banks or registered investment advisers that have
            entered into an agreement with the Distributor providing
            specifically for the use of shares of the Fund in particular
            investment products made available to their clients. Those
            clients may be charged a transaction fee by their dealer, broker,
            bank or adviser for the purchase or sale of Fund shares.
|_|   Investment advisers and financial planners who have entered into an
            agreement for this purpose with the Distributor and who charge an
            advisory, consulting or other fee for their services and buy
            shares for their own accounts or the accounts of their clients.
|_|   "Rabbi trusts" that buy shares for their own accounts, if the purchases
            are made through a broker or agent or other financial
            intermediary that has made special arrangements with the
            Distributor for those purchases.
|_|   Clients of investment advisers or financial planners (that have entered
            into an agreement for this purpose with the Distributor) who buy
            shares for their own accounts may also purchase shares without
            sales charge but only if their accounts are linked to a master
            account of their investment adviser or financial planner on the
            books and records of the broker, agent or financial intermediary
            with which the Distributor has made such special arrangements .
            Each of these investors may be charged a fee by the broker, agent
            or financial intermediary for purchasing shares.
|_|   Directors, trustees, officers or full-time employees of OpCap Advisors
            or its affiliates, their relatives or any trust, pension, profit
            sharing or other benefit plan which beneficially owns shares for
            those persons.
|_|   Accounts for which Oppenheimer Capital (or its successor) is the
            investment adviser (the Distributor must be advised of this
            arrangement) and persons who are directors or trustees of the
            company or trust which is the beneficial owner of such accounts.
|_|   A unit investment trust that has entered into an appropriate agreement
            with the Distributor.
|_|   Dealers, brokers, banks, or registered investment advisers that have
            entered into an agreement with the Distributor to sell shares to
            defined contribution employee retirement plans for which the
            dealer, broker or investment adviser provides administration
            services.
|_|   Retirement Plans and deferred compensation plans and trusts used to
            fund those plans (including, for example, plans qualified or
            created under sections 401(a), 401(k), 403(b) or 457 of the
            Internal Revenue Code), in each case if those purchases are made
            through a broker, agent or other financial intermediary that has
            made special arrangements with the Distributor for those
            purchases.
|_|   A TRAC-2000 401(k) plan (sponsored by the former Quest for Value
            Advisors) whose Class B or Class C shares of a Former Quest for
            Value Fund were exchanged for Class A shares of that Fund due to
            the termination of the Class B and Class C TRAC-2000 program on
            November 24, 1995.
|_|   A qualified Retirement Plan that had agreed with the former Quest for
            Value Advisors to purchase shares of any of the Former Quest for
            Value Funds at net asset value, with such shares to be held
            through DCXchange, a sub-transfer agency mutual fund
            clearinghouse, if that arrangement was consummated and share
            purchases commenced by December 31, 1996.
|_|   Effective March 1, 2007, purchases of Class A shares by a Retirement
            Plan that was permitted to purchase such shares at net asset
            value but subject to a contingent deferred sales charge prior to
            March 1, 2001. That included plans (other than IRA or 403(b)(7)
            Custodial Plans) that: 1) bought shares costing $500,000 or more,
            2) had at the time of purchase 100 or more eligible employees or
            total plan assets of $500,000 or more, or 3) certified to the
            Distributor that it projects to have annual plan purchases of
            $200,000 or more.
|_|   Effective October 1, 2005, taxable accounts established with the
            proceeds of Required Minimum Distributions from Retirement Plans.
|_|   Purchases by former shareholders of Atlas Strategic Income Fund of the
            Class A shares of any Oppenheimer fund that is available for
            exchange to shareholders of Oppenheimer Strategic Income Fund.

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

1.    Class A shares issued or purchased in the following transactions are
   not subject to sales charges (and no concessions are paid by the
   Distributor on such purchases):
|_|   Shares issued in plans of reorganization, such as mergers, asset
            acquisitions and exchange offers, to which the Fund is a party.
|_|   Shares purchased by the reinvestment of dividends or other
            distributions reinvested from the Fund or other Oppenheimer funds
            or unit investment trusts for which reinvestment arrangements
            have been made with the Distributor.
|_|   Shares purchased by certain Retirement Plans that are part of a
            retirement plan or platform offered by banks, broker-dealers,
            financial advisors or insurance companies, or serviced by
            recordkeepers.
|_|   Shares purchased by the reinvestment of loan repayments by a
            participant in a Retirement Plan for which the Manager or an
            affiliate acts as sponsor.
|_|   Shares purchased in amounts of less than $5.

2.    Class A shares issued and purchased in the following transactions are
   not subject to sales charges (a dealer concession at the annual rate of
   0.25% is paid by the Distributor on purchases made within the first 6
   months of plan establishment):
|_|   Retirement Plans that have $5 million or more in plan assets.
|_|   Retirement Plans with a single plan sponsor that have $5 million or
            more in aggregate assets invested in Oppenheimer funds.

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

The Class A contingent deferred sales charge is also waived if shares that
would otherwise be subject to the contingent deferred sales charge are
redeemed in the following cases:
|_|   To make Automatic Withdrawal Plan payments that are limited annually to
            no more than 12% of the account value adjusted annually.
|_|   Involuntary redemptions of shares by operation of law or involuntary
            redemptions of small accounts (please refer to "Shareholder
            Account Rules and Policies," in the applicable fund Prospectus).
|_|   For distributions from Retirement Plans, deferred compensation plans or
            other employee benefit plans for any of the following purposes:
1)    Following the death or disability (as defined in the Internal Revenue
                  Code) of the participant or beneficiary. The death or
                  disability must occur after the participant's account was
                  established.
2)    To return excess contributions.
3)    To return contributions made due to a mistake of fact.
4)    Hardship withdrawals, as defined in the plan.(6)
5)    Under a Qualified Domestic Relations Order, as defined in the Internal
                  Revenue Code, or, in the case of an IRA, a divorce or
                  separation agreement described in Section 71(b) of the
                  Internal Revenue Code.
6)    To meet the minimum distribution requirements of the Internal Revenue
                  Code.
7)    To make "substantially equal periodic payments" as described in Section
                  72(t) of the Internal Revenue Code.
8)    For loans to participants or beneficiaries.
9)    Separation from service.(7)
10)   Participant-directed redemptions to purchase shares of a mutual fund
                  (other than a fund managed by the Manager or a subsidiary
                  of the Manager) if the plan has made special arrangements
                  with the Distributor.
11)   Plan termination or "in-service distributions," if the redemption
                  proceeds are rolled over directly to an
                  OppenheimerFunds-sponsored IRA.
|_|   For distributions from 401(k) plans sponsored by broker-dealers that
            have entered into a special agreement with the Distributor
            allowing this waiver.
|_|   For distributions from retirement plans that have $10 million or more
            in plan assets and that have entered into a special agreement
            with the Distributor.
|_|   For distributions from retirement plans which are part of a retirement
            plan product or platform offered by certain banks,
            broker-dealers, financial advisors, insurance companies or record
            keepers which have entered into a special agreement with the
            Distributor.
|_|   At the sole discretion of the Distributor, the contingent deferred
            sales charge may be waived for redemptions of shares requested by
            the shareholder of record within 60 days following the
            termination by the Distributor of the selling agreement between
            the Distributor and the shareholder of record's broker-dealer of
            record for the account.
III.  Waivers of Class B, Class C and Class N Sales Charges of Oppenheimer
Funds

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

A.    Waivers for Redemptions in Certain Cases.

The Class B, Class C and Class N contingent deferred sales charges will be
waived for redemptions of shares in the following cases:
|_|   Shares redeemed involuntarily, as described in "Shareholder Account
            Rules and Policies," in the applicable Prospectus.
|_|   Redemptions from accounts other than Retirement Plans following the
            death or disability of the last surviving shareholder. The death
            or disability must have occurred after the account was
            established, and for disability you must provide evidence of a
            determination of disability by the Social Security Administration.
|_|   The contingent deferred sales charges are generally not waived
            following the death or disability of a grantor or trustee for a
            trust account. The contingent deferred sales charges will only be
            waived in the limited case of the death of the trustee of a
            grantor trust or revocable living trust for which the trustee is
            also the sole beneficiary. The death or disability must have
            occurred after the account was established, and for disability
            you must provide evidence of a determination of disability (as
            defined in the Internal Revenue Code).
|_|   Distributions from accounts for which the broker-dealer of record has
            entered into a special agreement with the Distributor allowing
            this waiver.
|_|   At the sole discretion of the Distributor, the contingent deferred
            sales charge may be waived for redemptions of shares requested by
            the shareholder of record within 60 days following the
            termination by the Distributor of the selling agreement between
            the Distributor and the shareholder of record's broker-dealer of
            record for the account.
|_|   Redemptions of Class B shares held by Retirement Plans whose records
            are maintained on a daily valuation basis by Merrill Lynch or an
            independent record keeper under a contract with Merrill Lynch.
|_|   Redemptions of Class C shares of Oppenheimer U.S. Government Trust from
            accounts of clients of financial institutions that have entered
            into a special arrangement with the Distributor for this purpose.
|_|   Redemptions of Class C shares of an Oppenheimer fund in amounts of $1
            million or more requested in writing by a Retirement Plan sponsor
            and submitted more than 12 months after the Retirement Plan's
            first purchase of Class C shares, if the redemption proceeds are
            invested to purchase Class N shares of one or more Oppenheimer
            funds.
|_|   Distributions(8) from Retirement Plans or other employee benefit plans
            for any of the following purposes:
            1) Following the death or disability (as defined in the Internal
               Revenue Code) of the participant or beneficiary. The death or
               disability must occur after the participant's account was
               established in an Oppenheimer fund.
            2) To return excess contributions made to a participant's account.
            3) To return contributions made due to a mistake of fact.
            4) To make hardship withdrawals, as defined in the plan.(9)
            5) To make distributions required under a Qualified Domestic
               Relations Order or, in the case of an IRA, a divorce or
               separation agreement described in Section 71(b) of the
               Internal Revenue Code.
            6) To meet the minimum distribution requirements of the Internal
               Revenue Code.
            7) To make "substantially equal periodic payments" as described
               in Section 72(t) of the Internal Revenue Code.
            8) For loans to participants or beneficiaries.(10)
            9) On account of the participant's separation from service.(11)
            10)   Participant-directed redemptions to purchase shares of a
               mutual fund (other than a fund managed by the Manager or a
               subsidiary of the Manager) offered as an investment option in
               a Retirement Plan if the plan has made special arrangements
               with the Distributor.
            11)   Distributions made on account of a plan termination or
               "in-service" distributions, if the redemption proceeds are
               rolled over directly to an OppenheimerFunds-sponsored IRA.
            12)   For distributions from a participant's account under an
               Automatic Withdrawal Plan after the participant reaches age
               59 1/2, as long as the aggregate value of the distributions does
               not exceed 10% of the account's value, adjusted annually.
            13)   Redemptions of Class B shares under an Automatic Withdrawal
               Plan for an account other than a Retirement Plan, if the
               aggregate value of the redeemed shares does not exceed 10% of
               the account's value, adjusted annually.
            14)   For distributions from 401(k) plans sponsored by
               broker-dealers that have entered into a special arrangement
               with the Distributor allowing this waiver.
|_|   Redemptions of Class B shares or Class C shares under an Automatic
            Withdrawal Plan from an account other than a Retirement Plan if
            the aggregate value of the redeemed shares does not exceed 10% of
            the account's value annually.

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

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

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

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

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

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

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

A.    Reductions or Waivers of Class A Sales Charges.

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

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

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

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

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

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

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

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

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

|X|   Waivers for Redemptions of Shares Purchased on or After March 6, 1995
but Prior to November 24, 1995. In the following cases, the contingent
deferred sales charge will be waived for redemptions of Class A, Class B or
Class C shares of an Oppenheimer fund. The shares must have been acquired by
the merger of a Former Quest for Value Fund into the fund or by exchange from
an Oppenheimer fund that was a Former Quest For Value Fund or into which such
Former Quest for Value Fund merged. Those shares must have been purchased on
or after March 6, 1995, but prior to November 24, 1995:
o     redemptions following the death or disability of the shareholder(s) (as
            evidenced by a determination of total disability by the U.S.
            Social Security Administration);
o     withdrawals under an automatic withdrawal plan (but only for Class B or
            Class C shares) where the annual withdrawals do not exceed 10% of
            the initial value of the account value; adjusted annually, and
o     liquidation of a shareholder's account if the aggregate net asset value
            of shares held in the account is less than the required minimum
            account value.
      A shareholder's account will be credited with the amount of any
contingent deferred sales charge paid on the redemption of any Class A, Class
B or Class C shares of the Oppenheimer fund described in this section if the
proceeds are invested in the same Class of shares in that fund or another
Oppenheimer fund within 90 days after redemption.
V.    Special Sales Charge Arrangements for Shareholders of Certain
Oppenheimer Funds Who Were Shareholders of Connecticut Mutual Investment
Accounts, Inc.

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

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

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

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

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

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

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

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

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

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

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

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








Oppenheimer Portfolio Series Fixed Income Investor Fund

Internet Website
      www.oppenheimerfunds.com

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

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

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

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

Independent Registered Public Accounting Firm
      Deloitte & Touche LLP
      555 Seventeenth Street
      Denver, Colorado 80202

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

Counsel to the Independent Trustees
      Bell, Boyd & Lloyd LLC
      70 West Madison Street, Suite 3100
      Chicago, Illinois 60602

[GRAPHIC OMITTED][GRAPHIC OMITTED]

PX000.001.1207



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