485APOS 1 body.htm FORM N-1A, PROSPECTUS, SAI, PART C

Registration No. 333-146105
File No. 811-22120

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [X]

Pre-Effective Amendment No. ____ [ ]

Post-Effective Amendment No. 4 [X]

and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY

ACT OF 1940 [X]

Amendment No. 6 [ X ]

OPPENHEIMER PORTFOLIO SERIES FIXED INCOME ACTIVE ALLOCATION FUND

(Exact Name of Registrant as Specified in Charter)

6803 South Tucson Way, Centennial, Colorado 80112-3924

(Address of Principal Executive Offices) (Zip Code)

(303) 768-3200

(Registrant’s Telephone Number, including Area Code)

Robert G. Zack, Esq.
OppenheimerFunds, Inc.

Two World Financial Center
225 Liberty Street – 16^th Floor
New York, New York 10281-1008

(Name and Address of Agent for Service)

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

[ ] Immediately upon filing pursuant to paragraph (b)
[ ] On _____________ pursuant to paragraph (b)

[X]     60 days after filing pursuant to paragraph (a)(1)
[ ]     On _______________ pursuant to paragraph (a)(1)
[ ]     75 days after filing pursuant to paragraph (a)(2)
[ ]     On _______________ pursuant to paragraph (a)(2) of Rule 485.

Oppenheimer Portfolio Series

Fixed Income Active Allocation Fund

NYSE Ticker Symbols
Class A	OAFAX
Class B	OBFAX
Class C	OCFAX
Class N	ONFAX
Class Y	OYFAX

Prospectus dated May __, 2010

Oppenheimer Portfolio Series Fixed Income Active Allocation Fund is a mutual fund that seeks to provide total return. The Fund is a special type of mutual fund known as a "fund of funds" because it invests in other mutual funds.

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

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

Table of contents
THE FUND SUMMARY
Investment Objective	3
Fees and Expenses of the Fund	4
Principal Investment Strategies	4
Principal Risks	5
The Fund's Past Performance	6
Investment Adviser	10
Portfolio Manager	11
Purchase and Sale of Fund Shares	11
Taxes	11
Payments to Broker-Dealers and Other Financial Intermediaries	11
MORE ABOUT THE FUND
About the Fund's Investments	11
How the Funds are Managed	13
MORE ABOUT YOUR ACCOUNT
About Your Account	27
Choosing a Share Class	30
The Price of Fund Shares	31
How to Buy, Sell and Exchange Shares	38
Dividends, Capital Gains and Taxes	41
Financial Highlights	55
Financial Highlights Tables	57
MORE INFORMATION ABOUT THE UNDERLYING FUNDS
More Information About the Underlying Funds	TOC_PAGENUMBER

Inside Front Cover

To Summary Prospectus

Investment Objective. The Fund seeks total return. It is a special type of mutual fund known as a "fund of funds" because it primarily invests in other mutual funds.

Fees and Expenses of the Fund. The table below describes the fees and expenses that you may pay if you buy and hold or redeem shares of the Fund. You may qualify for sales charge discounts if you (or you and your spouse) invest, or agree to invest in the future, at least $25,000 in certain funds in the Oppenheimer family of funds. More information about these and other discounts is available from your financial professional and in the section "About Class A Shares" beginning on page ___ of the prospectus and in the sections "How to Buy Shares-Reduced Sales Charges" beginning on page ___ and "Appendix A" in the Fund's Statement of Additional Information.

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

Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment):
	Class A Shares	Class B Shares	Class C Shares	Class N Shares	Class Y Shares
Management Fees	%	%	%	%	%
Disribution and/or Service (12b-1) Fees	%	%	%	%	%
Other Expenses	%	%	%	%	%
Acquired Fund Fees and Expenses	%	%	%	%	%
Total Annual Operating Expenses	%	%	%	%	%

[* The Manager has agreed to waive fees and/or reimburse Fund expenses [insert any applicable waiver info]. That undertaking may be amended or withdrawn after one year from the date of this prospectus.]

EXAMPLES. The following examples are intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The examples assume that you invest $10,000 in a class of shares of the Fund for the time periods indicated. The examples also assume that your investment has a 5% return each year and that the Fund's operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your expenses would be as follows:

If shares are redeemed

If shares are not redeemed

1 Year

3 Years

5 Years

10 Years

1 Year

3 Years

5 Years

10 Years

Class A Shares

Class B Shares

Class C Shares

Class N Shares

Class Y Shares

Portfolio Turnover. The Fund pays transaction costs, such as commissions, when it buys and sells securities (or "turns over" its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in the annual fund operating expenses or in the examples, affect the Fund's performance. During the most recent fiscal year, the Fund's portfolio turnover rate was ___% of the average value of its portfolio.

Principal Investment Strategies. The Fund is a special type of mutual fund known as a "fund of funds" because it invests in other mutual funds. Those funds are referred to as the "Underlying Funds."
The Fund invests in shares of some or all of the following fixed-income Underlying Funds that were chosen based on the Manager's determination that they could provide total return: Oppenheimer Champion Income Fund, Oppenheimer Core Bond Fund, Oppenheimer Institutional Money Market Fund, Oppenheimer International Bond Fund and Oppenheimer Master Loan Fund, LLC. As a non-fundamental policy, the Fund invests at least 80% of its net assets plus borrowings, calculated on a "look through" basis, in fixed income securities. Under normal market conditions, the Fund allocates 65% or more of its assets among the Underlying Funds based on net asset allocation targets of approximately 50-60% in domestic fixed-income and 15-20% in foreign fixed-income. Up to 35% of the Fund's net assets may be invested according to a "tactical allocation" among the Underlying Funds or money market securities.

Fixed-income securities (sometimes referred to as "debt securities" or "bonds") represent money borrowed by the issuer that must be repaid. The terms of a fixed-income security specify the amount of principal, the interest rate or discount, and the time or times at which payments are due. The Underlying Funds' fixed-income investments can include: domestic and foreign corporate debt obligations; U.S. Government securities; foreign government bonds; and mortgage-related securities (including collateralized mortgage obligations) issued by private issuers. Some Underlying Funds invest in debt securities that are rated below investment grade (commonly referred to as "junk bonds") and certain of them may invest most or a significant percentage of their assets in those securities. Some of the Underlying Funds invest partially or primarily in securities of issuers outside of the United States, including issuers in emerging or developing markets. The Fund and the Underlying Funds can also invest in money market funds or instruments.

The Fund's tactical allocation component will be invested in at least two of the Underlying Funds to adjust the asset mix to take advantage of market conditions that may present opportunities. The Manager allocates assets to the Underlying Funds based on its proprietary tactical asset allocation models (including computer aided models), which use quantitative techniques to identify and validate trends in the prices of the Underlying Funds. There can be no assurance that the Underlying Funds selected by these models will perform as anticipated. They may in fact decline in value and detract from the performance of the Fund. The Manager may 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 an Underlying Fund.

The Manager seeks to diversify the Fund's assets, both domestically and internationally, by selecting Underlying Funds with different investment guidelines and styles, and with different market capitalization ranges. The Manager monitors the Underlying Fund selections and periodically rebalances the Fund's investments to bring its asset allocation back within their target ranges. In response to changing market or economic conditions, the Manager may change the Underlying Funds or the Fund's target asset allocation ranges at any time, without prior approval from or notice to shareholders.

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.

Principal Risks. The price of the Fund's shares can go up and down substantially. The value of the Fund's investments may change because of broad changes in the markets in which the Fund invests or from poor Underlying Fund selection or asset allocation, which could cause the Fund to underperform other funds with similar objectives. There is no assurance that the Fund will achieve its investment objective. When you redeem your shares, they may be worth more or less than what you paid for them. These risks mean that you can lose money by investing in the Fund.

The following summarizes the main risks that the Fund is subject to based on its investments in the Underlying Funds. The risks described below are risks to the Fund's overall portfolio. These are generally different from the risks of any one Underlying Fund. While each Underlying Fund has certain risk characteristics, the strategy of allocating the Fund's assets to different Underlying Funds may allow those risks to be offset to some extent.

Risks of Investing in the Underlying Funds. Each of the Underlying Funds has its own investment risks, and those risks can affect the value of the Fund's investments 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, it will have greater exposure to the risks of that Underlying Fund. The main risks of the Underlying Funds' investments are summarized in the Fund's prospectus and the investment objective and principal investments of each of the Underlying Funds are described in the section "More Information About the Underlying Funds" beginning on page [##]. There is no guarantee that the Fund or any Underlying Fund will achieve its investment objective.

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 forced to sell its shares of that Underlying Fund at a disadvantageous time. The prospectuses and Statements of Additional Information of the Underlying Funds are available without charge by calling toll free at 1-800-225-5677 and can also be viewed and downloaded on the OppenheimerFunds website at www.oppenheimerfunds.com.

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

Market Risk. The value of the securities in which the Underlying Funds invest may be affected by changes in the securities markets. Securities markets may experience great short-term volatility and may fall sharply at times. Different markets may behave differently from each other and U.S. markets may move in the opposite direction from one or more foreign markets.

Main Risks of Investing in Fixed-Income Securities. Fixed-income securities held by the Underlying Funds may be subject to credit risk, interest rate risk, prepayment risk and extension risk. Credit risk is the risk that the issuer of a security might not make interest and principal payments on the security as they become due. If an issuer fails to pay interest or to repay principal, the Underlying Fund's income or share value might be reduced. 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. 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. These fluctuations will usually be greater for longer-term debt securities than shorter-term debt securities. When interest rates fall, debt securities may be repaid more quickly than expected and the Underlying Fund may be required to reinvest the proceeds at a lower interest rate. This is referred to as "prepayment risk." When interest rates rise, the issuers may repay principal more slowly than expected and the value of the Fund's holdings may fall sharply. This is referred to as "extension risk." Interest rate changes normally have different effects on variable or floating rate securities than they do on securities with fixed interest rates.

Fixed-Income Market Risks. Developments relating to subprime mortgages have adversely affected fixed-income securities markets in the United States, Europe and elsewhere. The values of many types of debt securities have been reduced, including debt securities that are not related to mortgage loans. These developments have reduced the willingness of some lenders to extend credit and have made it more difficult for borrowers to obtain financing on attractive terms or at all. These developments also have had a negative effect on the broader economy. There is a risk that a lack of liquidity or other adverse credit market conditions may hamper an Underlying Fund's ability to sell the debt securities in which it invests or to find and purchase suitable debt instruments.

Special Risks of Lower-Grade Securities. Lower-grade debt securities, whether rated or unrated, have greater risks than investment-grade securities. They may be subject to greater price fluctuations and have a greater risk that the issuer might not be able to pay interest and principal when due. The market for lower-grade securities may be less liquid and therefore they may be harder to value or to sell at an acceptable price, especially during times of market volatility or decline.

Main Risks of Foreign Investing. Foreign securities are subject to special risks. Foreign issuers are usually not subject to the same accounting and disclosure requirements that U.S. companies are subject to, which may make it difficult to evaluate a foreign company's operations or financial condition. A change in the value of a foreign currency against the U.S. dollar will result in a change in the U.S. dollar value of securities denominated in that foreign currency. The value of foreign investments may be affected by exchange control regulations, foreign taxes, higher transaction and other costs, delays in the the settlement of transactions, changes in economic or monetary policy in the U.S. or abroad, expropriation or nationalization of a company's assets, or other political and economic factors. These risks may be greater for investments in emerging or developing market countries.

Foreign securities owned by an Underlying Fund may trade on weekends or other days when the Fund and the Underlying Funds do not price their shares. As a result, the value of the Fund's net assets value may change on days when you will not be able to purchase or redeem the Fund's shares. Fund shareholders may be unable to deduct or take a credit for foreign taxes paid by the Underlying Funds on their foreign investments.

Time-Zone Arbitrage. The Underlying Funds may invest in securities of foreign issuers that are traded in U.S. or foreign markets. If an Underlying Fund invests a significant amount of its assets in foreign securities, it may be exposed to "time-zone arbitrage" attempts by investors seeking to take advantage of differences in the values of foreign securities that might result from events that occur after the close of the foreign securities market on which a security is traded and before the 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" under certain circumstances, to adjust the closing market prices of foreign securities to reflect what the Manager and the Board believe to be their fair value, may help deter those activities.

Foreign Currency Risk. Fluctuations in foreign currency values will result in fluctuations in the U.S. dollar value of securities denominated in that foreign currency. If the U.S. dollar rises in value against a foreign currency, a security denominated in that currency will be worth less in U.S. dollars and if the U.S. dollar decreases in value against a foreign currency, a security denominated in that currency will be worth more in U.S. dollars. The dollar value of foreign investments may also be affected by exchange controls.

Special Risks of Developing and Emerging Markets. The economies of developing or emerging market countries may be more dependent on relatively few industries that may be highly vulnerable to local and global changes. Their governments may also be more unstable than the governments of more developed countries. These countries generally have less developed securities markets or exchanges, and legal and accounting systems. Securities may be more difficult to sell at an acceptable price and may be more volatile than securities in countries with more mature markets. The value of developing or emerging market currencies may fluctuate more than the currencies of countries with more mature markets. Investments in developing or emerging market countries may be subject to greater risks of government restrictions, including confiscatory taxation, expropriation or nationalization of a company's assets, restrictions on foreign ownership of local companies and restrictions on withdrawing assets from the country. Investments in companies in developing or emerging market countries may be considered speculative.

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 to the Boards of the Fund and of each Underlying Fund at least annually.

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 mainly in fixed income securities. The Fund is not a complete investment program. You should carefully consider your own investment goals and risk tolerance before investing in the Fund.

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

The Fund's Past Performance. The bar chart and table below provide some indication of the risks of investing in the Fund by showing changes in the Fund's performance from year to year and by showing how the Fund's average annual returns for one year and the life of the Fund compare with those of two broad measures of market performance. The Fund's past investment performance (before and after taxes) is not necessarily an indication of how the Fund will perform in the future. More recent performance information is available by calling the toll-free number on the back of this prospectus and on the Fund's website at:
https://www.oppenheimerfunds.com/fund/investors/overview/PortfolioSeriesFixedIncomeActiveAllocation

Sales charges are not included and the returns would be higher if they were. During the period shown, the highest return for a calendar quarter was __% (__) and the lowest return was __% (__). For the period from ______ the cumulative return before taxes was __.

Average Annual Total Returns for the periods ended December 31, 2009	1 Year	Life of class
Class A Shares (inception 12/19/07)
Return Before Taxes	%	%
Return After Taxes on Distributions	%	%
Return After Taxes on Distributions and Sale of Fund Shares	%	%
Class B Shares (inception 12/19/07)	%	%
Class C Shares (inception 12/19/07)	%	%
Class N Shares (inception 12/19/07)	%	%
Class Y Shares (inception 12/19/07)	%	%
Barclays Capital Aggregate Bond Index	%	%*
(reflects no deduction for fees, expenses or taxes)
Citigroup World Government Bond Index	%	%*
(reflects no deduction for fees, expenses or taxes)

* From 12-31-07

Investment Adviser. OppenheimerFunds, Inc. is the Fund's investment adviser (the "Manager").

Portfolio Manager. Arthur Steinmetz has been Vice President and portfolio manager of the Fund since its inception.

Purchase and Sale of Fund Shares. In most cases, you can buy Fund shares with a minimum initial investment of $1,000 and make additional investments with as little as $50. For certain investment plans and retirement accounts, the minimum initial investment is $500 and, for some, the minimum additional investment is $25. For certain fee based programs the minimum initial investment is $250.
Shares may be purchased through a financial intermediary or the Distributor or redeemed through a financial intermediary or the Transfer Agent on days the New York Stock Exchange is open for trading. Shareholders may purchase or redeem shares by mail, through the website at www.oppenheimerfunds.com or by calling 1-800-225-5677. Share transactions may be paid by check, by Federal funds wire or directly from or into your bank account.

Taxes. If your shares are not held in a tax-deferred account, Fund distributions are subject to federal income tax as ordinary income or as capital gains and they may also be subject to state or local taxes.

Payments to Broker-Dealers and Other Financial Intermediaries. If you purchase Fund shares through a broker-dealer or other financial intermediary (such as a bank), the Fund, the Manager, or their related companies may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the Fund over another investment. Ask your salesperson or visit your financial intermediary's website for more information.

MORE ABOUT THE FUND

About the Fund's Investments

The allocation of the Fund's portfolio among Underlying Funds with different types of investments will vary over time and the Underlying Fund's portfolios might not always include all of the different types of investments described below. The Statement of Additional Information contains more detailed information about the Fund's and the Underlying Funds' investment policies and risks.

THE FUND'S PRINCIPAL INVESTMENT POLICIES AND RISKS. The following strategies and types of investments are the ones that the Fund and certain Underlying Funds consider to be the most important in seeking to achieve their investment objectives and the following risks are those the Fund expects its portfolio to be subject to as a whole.

INVESTMENTS IN THE UNDERLYING FUNDS. Under normal circumstances, the Fund invests in a diversified portfolio made up of varying allocations of investments in the Underlying Funds. The mix of Underlying Funds was chosen to seek diversification and to implement the Fund's allocation strategies. 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.

An Underlying Fund may have investment policies similar to those of one of the other Underlying Funds or other funds advised by the Manager. If one of those other funds purchases or sells a particular security at the same time that an 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.

FIXED-INCOME INVESTMENTS. The Underlying Funds invest primarily in debt securities to seek income and total return. They may also invest in debt securities for defensive purposes or for liquidity purposes pending the purchase of new investments or to have cash to pay for redemptions. Some of the fixed-income investments the Underlying Funds might invest in include:

money market instruments;

securities issued or guaranteed by the U.S. Government or its agencies and instrumentalities, including: Treasury securities, Mortgage-related government securities (interests in pools of residential or commercial mortgages, in the form of collateralized mortgage obligations and other "pass-through" mortgage securities) and forward roll transactions (also referred to as "mortgage dollar rolls");

mortgage-related securities issued by private issuers, such as banks, savings and loans, and other entities, including private-issuer mortgage-backed securities;

zero-coupon and stripped securities;

commercial paper (short-term corporate debt);

foreign debt securities, including securities issued by foreign governments and companies, as well as "supra-national" entities, such as the World Bank;

asset-backed securities (interests in pools of consumer loans and other trade receivables);

floating rate and variable rate securities;

"structured" notes;

participation interests in loans; and

repurchase agreements..

Fixed-income investments may be subject to the following risks:

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 at a discount from their face amount. 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 an Underlying Fund's portfolio is longer, its share prices may fluctuate more when interest rates change. Zero-coupon or "stripped" securities 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.

Prepayment Risk. Certain fixed-income securities are subject to the risk of unanticipated prepayment. That is the risk that when interest rates fall, borrowers will repay the mortgages that underlie these securities more quickly than expected, causing the issuer of the security to repay 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. Securities subject to prepayment risk generally offer less potential for gains when prevailing interest rates fall. If an Underlying Fund buys those securities at a premium, accelerated prepayments on those securities could cause the Underlying Fund to lose a portion of its principal investment. Interest-only and principal-only 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.

Extension Risk. If interest rates rise rapidly, repayments of principal on certain debt securities may occur at a slower rate than expected and the expected maturity of those securities could lengthen as a result. Securities that are subject to extension risk generally have a greater potential for loss when prevailing interest rates rise, which could cause the value of an Underlying Fund's shares to fall.

Credit Risk. Debt securities are also subject to credit risk. Credit risk is the risk that the issuer of a security might not make the interest and principal payments on the security as they become due. U.S. Government securities generally have low credit risks, while securities issued by private issuers or certain foreign governments generally have greater credit risks. If an issuer fails to pay interest, an Underlying Fund's income might be reduced, and if an issuer fails to repay principal, the value of that security and of the Underlying Fund's shares might fall. 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.

Credit Quality. The Underlying Funds may invest in securities that are rated or unrated. Credit ratings evaluate the expectation that scheduled interest and principal payments will be made in a timely manner. They do not reflect any judgment of market risk. Rating agencies might not always change their credit rating of an issuer in a timely manner to reflect events that could affect the issuer's ability to make timely payments on its obligations. In selecting securities and evaluating their income potential and credit risk, the Underlying Funds do not rely solely on ratings by rating organizations but evaluate business and economic factors affecting issuers as well.

"Investment grade" refers to securities that are rated in one of the top four rating categories by nationally-recognized statistical rating organizations such as Moody's Investors Service or Standard & Poor's Ratings Services or that have similar ratings from other nationally-recognized statistical rating organizations. An Underlying Fund may also consider unrated securities to be "investment grade" if they are judged to be of comparable quality to securities rated investment-grade by those organizations. Lower-grade securities are those that are rated below "Baa" by Moody's, that are rated below "BBB" by Standard & Poor's, that have similar ratings from other rating organizations or that are unrated securities judged to be of similar quality. Below investment grade securities may be considered speculative. While securities rated "Baa" by Moody's or "BBB" by S&P are considered "investment grade," they may also have some speculative characteristics. The ratings definitions of the principal ratings organizations are included in Appendix B to the Statement of Additional Information.

U.S. Government Securities. Certain Underlying Funds invests in securities issued or guaranteed by the U.S. Government or its agencies and instrumentalities. Some of those securities are directly issued by the U.S. Treasury and are backed by the full faith and credit of the U.S. Government. "Full faith and credit" means that the taxing power of the U.S. Government is pledged to the payment of interest and repayment of principal on a security.

Government Agencies and Instrumentalities. Some securities issued by U.S. Government agencies, such as Government National Mortgage Corporation pass-through mortgage obligations ("Ginnie Maes"), are also backed by the full faith and credit of the U.S. Government. Others are supported by the right of the agency to borrow an amount from the U.S. Government (for example, "Fannie Mae" bonds issued by Federal National Mortgage Corporation and "Freddie Mac" obligations issued by Federal Home Loan Mortgage Corporation). Others are supported only by the credit of the particular agency (for example obligations issued by the Federal Home Loan Banks). On September 7, 2008, the Federal Housing Finance Agency, a new independent regulatory agency, placed the Federal National Mortgage Corporation and Federal Home Loan Mortgage Corporation into conservatorship and certain government agencies announced commitments to purchase mortgage-backed securities and other obligations from those companies, some of which commitments extend through the first quarter of 2010. The U.S. Department of Treasury also entered into a new secured lending credit facility with those companies and a Preferred Stock Purchase Agreement. Under those agreements, the Treasury will ensure that each company maintains a positive net worth.

U.S. Treasury Securities. Treasury securities are backed by the full faith and credit of the United States for payment of interest and repayment of principal and have little credit risk. Some of the securities that are issued directly by the U.S. Treasury are: Treasury bills (having maturities of one year or less when issued), Treasury notes (having maturities of from one to ten years when issued), Treasury bonds (having maturities of more than ten years when issued) and Treasury Inflation-Protection Securities ("TIPS"). While U.S. Treasury securities have little credit risk, prior to their maturity they are subject to price fluctuations from changes in interest rates.

Mortgage-Related Government Securities. Mortgage-related government securities include interests in pools of residential or commercial mortgages, in the form of "pass-through" mortgage securities. They may be issued or guaranteed by the U.S. Government or its agencies and instrumentalities. Mortgage-related U.S. Government securities may be issued in different series, each having different interest rates and maturities.

Mortgage-related securities that are U.S. Government securities have collateral to secure payment of interest and principal. 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. The prices and yields of mortgage-related securities are determined, in part, by assumptions about the rate of payments of the underlying mortgages and are subject to prepayment and extension risks.

Forward Rolls. In a "forward roll" transaction (also referred to as a "mortgage dollar roll") a Fund sells a mortgage-related security to a buyer and simultaneously agrees to repurchase a similar security at a later date at a set price. During the period between the sale and the repurchase, the Fund will not be entitled to receive interest and principal payments on the securities that have been sold. The Fund will bear the risk that the market value of the securities might decline below the price at which the Fund is obligated to repurchase them or that the counterparty might default in its obligations.

Private-Issuer Securities. Certain Underlying Funds can also invest in securities issued by private issuers, such as banks, savings and loans, and other entities, including private-issuer mortgage-backed securities. Securities issued by private issuers are subject to greater credit risks than U.S. Government securities.

Mortgage-Related Private Issuer Securities. Primarily these investments include multi-class debt or pass-through certificates secured by mortgage loans, which may be issued by banks, savings and loans, mortgage bankers and other non-governmental issuers. Private-issuer mortgage-backed securities may include loans on residential or commercial properties.

Mortgage-related securities, including CMOs, issued by private issuers are not U.S. Government securities, which makes them subject to greater credit risks. Private issuer securities are subject to the credit risks of both the issuers and the underlying borrowers, as well as to interest rate risks, although in some cases they may be supported by insurance or guarantees. The prices and yields of private issuer mortgage-related securities are also subject to prepayment and extension risk. The market for private-issuer mortgage-backed securities have been volatile at times and may be less liquid than the markets for other types of securities.

Foreign Fixed-Income Securities. Some of the Underlying Funds primarily invest in foreign debt securities, including 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. Debt securities issued by a foreign government may not be supported by the "full faith and credit" of that government. Debt securities of issuers in developing or emerging markets countries may have a higher risk of default and some may be considered speculative.

Loans. One of the Underlying Funds may invest in loans made to U.S. and foreign borrowers that are corporations, partnerships or other business entities. That Underlying Fund may invest directly in loans (as an original lender or by assignment from a lender) or 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.
Highly Leveraged Loans and Insolvent Borrowers. The Underlying Fund can invest in loans made in connection with highly leveraged transactions, including operating loans, leveraged buyout loans, leveraged capitalization loans and other types of acquisition financing, which are subject to greater credit and liquidity risks than other loans. It can also invest in loans of borrowers that are experiencing, or are likely to experience, financial difficulty, or that are subject to bankruptcy proceedings. A bankruptcy proceeding against a borrower could delay or limit the ability of the Underlying Fund to collect the principal and interest payments and a court or a trustee in bankruptcy could take certain actions that would be detrimental to the Underlying Fund.
Limited Availability of Loans. The availability of loans may be limited due to a number of factors. Direct lenders may allocate only a small number of loans to new investors, including the Underlying Fund. Particularly in times of economic downturns, there may be few available loans that meet the Underlying Fund's standards. Lenders or agents may also have an incentive to retaining attractive loans for themselves.
Risks of Loans. Loans generally hold the most senior position in a borrower's capital structure. Borrowers are generally contractually required 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, a borrower may default on scheduled interest or principal payments on a loan. For adjustable rate loans, the risk of default increases when interest rates increase. Some loans are backed by collateral but the value of the collateral may decline after the Underlying Fund buys the loan or it may be unable to liquidate the collateral if the borrower defaults. The Underlying Fund can also invest in loans that are not collateralized, which are subject to greater risks than collateralized loans. The Manager expects that the values of floating or adjustable interest rate loans will fluctuate less than the values of fixed-rate loans and debt securities. 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 and may affect the value of these loans. Loans usually have mandatory and optional prepayment provisions. If a borrower prepays a loan, the Underlying Fund may have to reinvest the proceeds in other loans or securities that pay lower interest rates. However, p repayment and facility fees the Underlying Fund receives may help reduce any adverse impact.

Participation Interests in Loans. These securities 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, and that act as the servicing agent for the interest. The loans may be to foreign or U.S. companies. Participation interests may be collateralized or uncollateralized and are subject to the credit risk of the servicing agent as well as the credit risk of the borrower. If an Underlying Fund purchases a participation interest, it may be only able to enforce its rights through the lender. Some Underlying Funds can also buy interests in trusts and other entities that hold loan obligations. In that case the Underlying Fund will be subject to the trust's credit risks as well as the credit risks of the underlying loans. In some cases, these participation interests, whether held directly by the Underlying Fund or indirectly through an interest in a trust or other entity, may be partially "unfunded," meaning that the Underlying Fund may be required to advance additional money on future dates.

No Underlying Fund will invest more than 5% of its net assets in participation interests in loans to 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.

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.

Money Market Instruments. Most of the Underlying Funds can 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.

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 an Underlying Fund incurs borrowing costs, its returns will be adversely affected. There is no guarantee that a 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.

OTHER INVESTMENT STRATEGIES AND RISKS. The Underlying Funds can also use the investment techniques and strategies described below. An Underlying Fund might not use all of these techniques or strategies or might only use them from time to time.

Repurchase Agreements. Certain Underlying Funds may also enter into repurchase agreements. In a repurchase transaction, the Underlying Fund buys a security and simultaneously sells it back to the vendor for delivery at a future date. Repurchase agreements must be fully collateralized. However, if the seller fails to pay the repurchase 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.

EQUITY SECURITIES. Some of the Underlying Funds may invest a portion of their assets in equity securities, including convertible securities, however no Underlying Fund invests in equity securities as a primary strategy.
Convertible Securities. Some of the Underlying Funds may buy interest bearing securities that are convertible into common stock. While many convertible securities are debt securities, some of them may be considered "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. Some of the Underlying Funds may buy convertible securities rated below investment grade by nationally recognized rating organizations.
Main Risks of Investing in Equity Securities. Equity securities held by an Underlying Fund fluctuate in price in response to changes in equity markets in general, and their short-term volatility at times may be great. The prices of individual equity securities do not all move in the same direction uniformly or at the same time. Different stock markets may behave differently from each other. Other factors may affect the price of a particular company's securities, including poor earnings reports, loss of customers, litigation, or changes in regulations affecting the company or its industry. To the extent that an Underlying Fund has investments in equity securities, its share value may fluctuate in response to events affecting the equity markets.

Non-Diversification. While the Fund is a "diversified" fund under the Investment Company Act of 1940, one of the Underlying Funds, Oppenheimer International Bond Fund is a "non-diversified" fund. Accordingly, that Underlying Fund can invest a greater portion of its assets in the securities of a single issuer than "diversified" funds can. To the extent that Underlying Fund invests a relatively high percentage of its assets in the securities of a single issuer or a small group of issuers, it is subject to additional risk of loss if those securities lose market value.

DERIVATIVE INVESTMENTS. The Fund and the Underlying Funds can invest in a number of different types of "derivative" investments. A derivative is an investment whose value depends on (or is derived from) the value of an underlying security, asset, interest rate, index or currency. Derivatives may allow the Fund or an Underlying Fund to increase or decrease its exposure to certain markets or 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 for indirect investment in derivatives at the Fund level.

Some Underlying Funds may use derivatives to seek income or capital gain or to hedge against the risks of other investments. Options, futures, forward contracts and swaps are some of the types of derivatives the Underlying Funds can use. The Underlying Funds may also use other types of derivatives that are consistent with their investment strategies or for hedging purposes. The Underlying Funds are not required to use derivatives in seeking their investment objectives or for hedging and might not do so.

Put and Call Options. Some Underlying Funds may buy and sell call and put options on futures contracts (including commodity futures contracts), commodity indices, financial indices, securities indices, currencies, financial futures, swaps and securities. A call option gives the buyer the right, but not the obligation, to purchase an underlying asset at a specified (strike) price. A put option gives the buyer the right, but not the obligation, to sell an underlying asset at a specified price. Options may be traded on a securities exchange or over-the-counter. Options on commodity futures contracts are traded on the same exchange on which the underlying futures contract is listed.

Some Underlying Funds are limited to selling call options if they are "covered." For call options on securities, that means the Underlying Fund owns the securities that are subject to the call. For other types of call options, the Underlying Fund would be required to identify liquid assets to cover its obligation under option. An Underlying Fund may have no limit on the amount of its total assets that may be subject to covered calls. Some Underlying Funds that also sell put options must identify liquid assets to cover any put options they sell.

Special Risks of Options. If an Underlying Fund sells a put option, there is a risk that it may be required to buy the underlying investment at a disadvantageous price and if an Underlying Fund sells a call option, there is a risk that it may be required to sell the underlying investment at a disadvantageous price. If an Underlying Fund sells a call option on an investment that it owns (referred to as a "covered call") and the investment has increased in value when the call option is exercised, the Underlying Fund will be required to sell the investment at the call price and will not be able to realize any of the investment's value above the call price. Options may involve economic leverage, which could result in greater price volatility than other investments.

Futures Contracts. Certain Underlying Funds can buy and sell futures contracts, including financial futures contracts and commodities futures contacts. Futures contracts are agreements in which one party agrees to buy an asset from the other party at a later date at a price and quantity agreed-upon when the contract is made. Futures contracts are traded on futures exchanges, which offer a central marketplace in which to originate futures contracts and clear trades in a secondary market. Futures exchanges also provide standardization of expiration dates and contract sizes. Buyers of futures contracts do not own the underlying asset or commodity unless they decide to accept delivery at expiration of the contract. Financial futures contracts are standardized commitments to either purchase or sell designated financial instruments at a future date for a specified price, and may be settled in cash or through delivery of the underlying instrument. Delivery of the underlying commodity to satisfy a commodity futures contract rarely occurs and buyers typically close-out their positions before expiration. Generally, an Underlying Fund expects to satisfy or offset the delivery obligations under a futures contract by taking an equal but opposite position in the futures market in the same underlying instrument. The Underlying Funds' investments in futures contracts may involve substantial risks.

Special Risks of Futures Contracts. The volatility of futures contracts prices has been historically greater than the volatility of stocks and bonds. 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. In addition, futures exchanges often impose a maximum permissible price movement on each futures contract for each trading session. An Underlying Fund may be disadvantaged if it is prohibited from executing a trade outside the daily permissible price movement.

Forward Contracts. Forward contracts are foreign currency exchange contracts that are used to buy or sell foreign currency for future delivery at a fixed price. Although each Underlying Fund values its assets daily in terms of U.S. dollars, the Underlying Funds do not intend to convert their holdings of foreign currencies into U.S. dollars on a daily basis. An Underlying Fund may use forward contracts to try to protect against declines in the U.S. dollar value of foreign securities that it owns and against increases in the dollar cost of foreign securities it anticipates buying. 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. Forward contracts are traded in the inter-bank market conducted directly among currency traders (usually large commercial banks) and their customers.

Forward Contract Risks. The projection of short-term currency market movements is extremely difficult, and the successful execution of a short-term hedging strategy is highly uncertain. 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. Investments in forward contracts involve the risk that anticipated currency movements will not be accurately predicted, causing an Underlying Fund to sustain losses on these contracts and to pay additional transaction costs.

Credit Default Swaps. A credit default swap enables an investor to buy or sell protection against a credit event, such as an issuer's failure to make timely payments of interest or principal, bankruptcy or restructuring. The terms of the instrument are generally negotiated by the Underlying Fund and the swap counterparty. A swap may be embedded within a structured note or other derivative instrument.

Generally, if an Underlying Fund buys credit protection using a credit default swap, it will make fixed payments to the counterparty and if a credit event occurred, the Underlying Fund would deliver the defaulted bonds underlying the swap to the swap counterparty and the counterparty would pay the Underlying Fund par for the bonds. If an Underlying Fund sells credit protection using a credit default swap, generally it will receive fixed payments from the counterparty and if a credit event occurred, the Underlying Fund would pay the swap counterparty par for the defaulted bonds underlying the swap and the swap counterparty would deliver the bonds to the Underlying Fund. If the credit swap is on a basket of securities, the notional value of the swap is reduced by the par amount of the defaulted bonds, and the fixed payments are then made on the reduced notional value.

Credit default swaps are subject to credit risk on the underlying investment and to counterparty credit risk. If the counterparty fails to meet its obligations the Underlying Fund may lose money. Credit default swaps are also subject to the risk that an Underlying Fund will not properly assess the cost of the underlying investment. If an Underlying Fund is selling credit protection, there is a risk that a credit event could occur and that the Underlying Fund would have to pay par value on defaulted bonds. If an Underlying Fund was buying credit protection, there is a risk that no credit event would occur and the Underlying Fund would receive no benefit for the premium paid.

Interest Rate Swaps. In an interest rate swap, the Underlying Fund and another party exchange the right to receive interest payments on a security or other reference rate. For example, they might swap the right to receive floating rate payments for the right to receive fixed rate payments. The terms of the instrument are generally negotiated by an Underlying Fund and the swap counterparty. An interest rate swap may be embedded within a structured note or other derivative instrument.

Interest rate swaps are subject to interest rate risk and credit risk. An interest rate swap transaction could result in losses if the underlying asset or reference does not perform as anticipated. Interest Rate swaps are also subject to counterparty risk. If the counterparty fails to meet its obligations, the Underlying Fund may lose money.

Total Return Swaps. In a total return swap transaction, one party agrees to pay the other party an amount equal to the total return on a defined underlying asset or a non-asset reference during a specified period of time. The underlying asset might be a security or basket of securities or a non-asset reference such as a securities index. In return, the other party would make periodic payments based on a fixed or variable interest rate or on the total return from a different underlying asset or non-asset reference.

Total return swaps could result in losses if the underlying asset or reference does not perform as anticipated. Total return swaps can have the potential for unlimited losses. They are also subject to counterparty risk. If the counterparty fails to meet its obligations, an Underlying Fund may lose money.

Swap Transactions. There is no central exchange or market for swap transactions and therefore they are less liquid than exchange-traded instruments.

"Structured" Notes. "Structured" notes are specially-designed derivative debt instruments. The terms of the instrument may be "structured" by the purchaser and the issuer of the note. Payments of principal or interest on these notes may be linked to the value of an index (such as a currency or securities index), one or more securities or a commodity or to the financial performance of one or more obligors. The value of these notes will normally rise or fall in response to the changes in the performance of the underlying security, index, commodity or obligors.

Structured notes are subject to interest rate risk and are also subject to credit risk with respect both to the issuer and, if applicable, to the underlying security or obligor. If the underlying investment or index does not perform as anticipated, the structured note might pay less interest than the stated coupon payment or repay less principal upon maturity. The price of structured notes may be very volatile and they may have a limited trading market, making it difficult to value them or sell them at an acceptable price. In some cases, the Fund may enter into agreements with an issuer of structured notes to purchase a minimum amount of those notes over time.

Hedging. All of the Underlying Funds may use derivatives for hedging purposes. Hedging transactions are intended to reduce the risk of security price declines, interest rate changes, currency rate changes or other risks in the Underlying Fund's portfolio. At times, however, a hedging instrument's value might not be correlated with the investment it is intended to hedge, and the hedge might be unsuccessful. If an Underlying Fund uses a hedging instrument at the wrong time or judges market conditions incorrectly, the strategy could reduce its return or create a loss.

Risks of Derivative Investments. Derivatives may be volatile and may involve significant risks. The underlying security or other instrument on which a derivative is based, or the derivative itself, may not perform the way an Underlying Fund expects it to. Some derivatives have the potential for unlimited loss, regardless of the size of an Underlying Fund's initial investment. An Underlying Fund may also lose money on a derivative investment if the issuer fails to pay the amount due. Certain derivative investments held by an Underlying Fund may be illiquid, making it difficult to close out an unfavorable position. Derivative transactions may require the payment of premiums and can increase portfolio turnover. As a result of these risks, an Underlying Fund could realize little or no income or lose money from its investment, or a hedge might be unsuccessful.

Risks of Leverage. Some derivatives certain Underlying Funds buy involve a degree of leverage. 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. An Underlying Fund's use of certain economically leveraged derivatives can result in a loss substantially greater than the amount invested in the derivative itself. Certain derivatives have the potential for unlimited loss, regardless of the size of the initial investment. When an Underlying Fund uses derivatives for leverage its share price will tend to be more volatile, resulting in larger gains or losses in response to the fluctuating prices of its investments.

The Underlying Funds are subject to legal requirements, applicable to all mutual funds, that are designed to reduce the effects of any leverage created by the use of derivative instruments. Under these requirements, an Underlying Fund must identify liquid assets (referred to sometimes as "asset segregation"), or engage in other measures, with regard to its derivative instruments.

Illiquid and Restricted Securities. Investments that do not have an active trading market, or that have legal or contractual limitations on their resale, are generally referred to as "illiquid" securities. Illiquid securities may be difficult to value or to sell promptly at an acceptable price or may require registration under applicable securities laws before they can be sold publicly. Securities that have limitations on their resale are referred to as "restricted securities." Certain restricted securities that are eligible for resale to qualified institutional purchasers may not be regarded as illiquid.

Investments by "Funds of Funds." Shares of certain Underlying Funds are offered as an investment to other Oppenheimer funds that act as "funds of funds." The Fund and the other funds of funds may invest significant portions of their assets in shares of those Underlying Funds. From time to time, those investments may also represent a significant portion of an Underlying Fund's outstanding shares or of its outstanding Class Y shares. The Oppenheimer funds of funds typically use asset allocation strategies that may cause them increase or reduce the amount of their investment in an Underlying Fund frequently, possibly on a daily basis during volatile market conditions. If the size of those purchases or redemptions were significant relative to the size of an Underlying Fund's assets, the Underlying Fund might be required to purchase or sell portfolio securities, which could increase its transaction costs and reduce the performance of all of its share classes. Further discussion of the possible effects of frequent trading in a fund's shares is included in the section "Limitations on Frequent Exchanges" in this prospectus.

Loans of Portfolio Securities. The Underlying Funds may loan their portfolio securities to brokers, dealers and financial institutions to seek income. Certain Underlying Funds have entered into a securities lending agreement with The Goldman Sachs Trust Company, doing business as Goldman Sachs Agency Lending ("Goldman Sachs") for that purpose. Under the agreement, Goldman Sachs will generally bear the risk that a borrower may default on its obligation to return loaned securities. The Underlying Fund, however, will be responsible for the risks associated with the investment of cash collateral, including the risk that it may lose money on its investment of cash collateral or may fail to earn sufficient income on its investment to meet its obligations to the borrower. The Underlying Funds' portfolio loans must comply with the collateralization and other requirements of the securities lending agreement, its securities lending procedures and applicable government regulations.

Each Underlying Fund limits its loans of portfolio securities to not more than 25% of its net assets.

Conflicts of Interest. The investment activities of the Manager and its affiliates in regard to other accounts they manage may present conflicts of interest that could disadvantage the Fund or an Underlying Fund and their shareholders. The Manager or its affiliates may provide investment advisory services to other funds and accounts that have investment objectives or strategies that differ from, or are contrary to, those of the Fund and the Underlying Funds. That may result in another fund or account holding investment positions that are adverse to an Underlying Fund's investment strategies or activities. Other funds or accounts advised by the Manager or its affiliates may have conflicting interests arising from investment objectives that are similar to those of an Underlying Fund. Those funds and accounts may engage in, and compete for, the same types of securities or other investments as an Underlying Fund or invest in securities of the same issuers that have different, and possibly conflicting, characteristics. The trading and other investment activities of those other funds or accounts may be carried out without regard to the investment activities of the Underlying Funds and, as a result, the value of securities held by an Underlying Fund or its investment strategies may be adversely affected. Each Underlying Fund's investment performance will usually differ from the performance of other accounts advised by the Manager or its affiliates and an Underlying Fund may experience losses during periods in which other accounts advised by the Manager or its affiliates achieve gains. The Manager has adopted policies and procedures designed to address potential conflicts of interest identified by the Manager, however such policies and procedures may also limit the Fund's or the Underlying Funds' investment activities and affect their performance.

Investments in Oppenheimer Institutional Money Market Fund. The Fund and the Underlying Funds can invest their free cash balances in 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 seek a higher yield than they could obtain on their 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 of 1940, 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 corporations, other financial institutions, and other entities. Those investments may have a higher rate of return than the investments that would be available to the Fund or the Underlying Funds directly. At the time of an investment, the Fund or an Underlying Fund cannot always 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 on those investments may, in some cases, be lower than 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 expenses of Oppenheimer Institutional Money Market Fund's Class E shares, including its advisory fee. However, the Manager will waive a portion of each Underlying Fund's advisory fee to the extent of its share of the advisory fee paid to the Manager by Oppenheimer Institutional Money Market Fund.

Liquidity Facility. In order to pay cash to shareholders who redeem their shares on any given day, the Underlying Funds usually must hold cash in their portfolios, liquidate portfolio securities, or borrow money, each of which imposes certain costs. Certain Underlying Funds may also, from time to time, participate in a program offered by ReFlow, LLC ("ReFlow") to provide this required liquidity. ReFlow is designed to provide an alternative source of funding to help meet shareholder redemptions while minimizing an Underlying Fund's costs and cash flow disruptions (compared to selling portfolio securities or other liquidity facilities such as a line of credit) and allowing the Underlying Fund to remain more fully invested. ReFlow provides this liquidity by being prepared to purchase an Underlying Fund's shares equal to the amount of the Fund's net redemptions on any given day, at its closing net asset value. On subsequent days when the Underlying Fund experiences net subscriptions, ReFlow redeems its holdings at the Underlying Fund's net asset value on that day. When an Underlying Fund participates in the ReFlow program, it pays ReFlow a fee at a rate determined by a daily auction with other participating mutual funds in the ReFlow program. There is no assurance that ReFlow will have sufficient funds available to meet an Underlying Fund's liquidity needs on a particular day and ReFlow is prohibited from acquiring more than 3% of the outstanding shares of any Underlying Fund.

Temporary Defensive and Interim Investments. For temporary defensive purposes in times of adverse or unstable market, economic or political conditions, the Fund or any Underlying Fund can invest up to 100% of its assets in investments that may be inconsistent with its principal investment strategies. Generally, the Fund or an Underlying Fund would invest in shares of Oppenheimer Institutional Money Market Fund or in the types of money market instruments in which Oppenheimer Institutional Money Market Fund invests or in other 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 its shares or the sale of its portfolio securities or to meet anticipated redemptions of its shares. To the extent 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 a fund is known as "portfolio turnover." The Fund and the Underlying Funds may engage in active and frequent trading to try to achieve their investment objectives and may have portfolio turnover rates of over 100% annually. If the Fund or an Underlying Fund realizes capital gains when it sells investments, it generally must pay those gains to shareholders, increasing its taxable distributions. Increased portfolio turnover may also result in higher brokerage fees or other transaction costs, which can reduce an Underlying Fund's performance. Most of the Fund's portfolio transactions are purchases or sales of the Underlying Funds' shares, however, which do not entail any brokerage fees or transaction costs. The Financial Highlights table at the end of this prospectus shows the Fund's portfolio turnover rates during past fiscal years.

CHANGES TO THE FUND'S INVESTMENT POLICIES. The Fund's fundamental investment policies cannot be changed without the approval of a majority of the Fund's outstanding voting shares, however, the Fund's Board can change non-fundamental policies without a shareholder vote. Significant policy changes will be described in supplements to this prospectus. The Fund's investment objective is not a fundamental policy but will not be changed by the Fund's Board without advance notice to shareholders. Investment restrictions that are fundamental policies are listed in the Fund's Statement of Additional Information. An investment policy is not fundamental unless this prospectus or the Statement of Additional Information states that it is.
Certain investment objectives and strategies of the Underlying Funds are fundamental policies and others are non-fundamental policies, as indicated in each Underlying Fund's prospectus or Statement of Additional Information. Each Underlying Fund's Board can change non-fundamental policies without shareholder approval, including without the approval of the Fund.

PORTFOLIO HOLDINGS

The Fund's portfolio holdings are included in its semi-annual and annual reports that are distributed to its shareholders within 60 days after the close of the applicable reporting period. The Fund also discloses its portfolio holdings in its Statements of Investments on Form N-Q, which are public filings that are required to be made with the Securities and Exchange Commission within 60 days after the end of the Fund's first and third fiscal quarters. Therefore, the Fund's portfolio holdings are made publicly available no later than 60 days after the end of each of its fiscal quarters.

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

How the Funds are Managed

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

The Manager has been an investment adviser since 1960. The Manager and a subsidiary managed funds with nearly 6 million shareholder accounts as of March 31, 2010. 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 agreements, 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 Funds with respect to the Fund's investments in those funds. [This voluntary undertaking may be amended or withdrawn at any time without notice to shareholders.] The Manager will also waive fees in an amount equal to the indirect management fees incurred through the Fund's investment in Oppenheimer Institutional Money Market Fund. However, the management fee shall not be reduced below zero. [This voluntary undertaking may be amended or withdrawn at any time without notice to shareholders.]

The Manager has voluntarily agreed to waive fees and/or reimburse the Fund for certain expenses so that the Total Annual Operating Expenses, (the combined direct (Fund level) and indirect (Underlying Fund level) expenses), will not exceed the annual rate of 1.10% for Class A, 1.85% for Class B and Class C, 1.35% for Class N and 1.00% for Class Y. [This voluntary undertaking may be amended or withdrawn at any time without notice to shareholders.]

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 investments in Class A shares of any Underlying Funds that do 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. The Manager is not required to waive or reimburse fund expenses in excess of the amount of indirect management fees earned from investments in the Underlying Funds and in Oppenheimer Institutional Money Market Fund.

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 those funds' management fees would increase the direct management fee of the Fund by the same amount. Therefore, the shareholders of the Fund would not receive any benefit from management fee breakpoints or other reductions of the management fees of an Underlying Fund.
[During the Fund's fiscal year ended January 31, 2010, after giving effect to all of the current fees structures, waivers and credits, the Fund's "Total Annual Operating Expenses" were ___% for Class A, ___% for Class B, ___% for Class C, ___% for Class N and ___% for Class Y.]

A discussion regarding the basis for the Board of Trustees' approval of the Fund's investment advisory contract is available in each Fund's Annual Report to shareholders for the year ended January 31, 2010.

Portfolio Manager. The Fund is managed by Arthur Steinmetz, who has been primarily responsible for the day-to-day management of the Fund's investments since inception.

Mr. Steinmetz has been the Chief Investment Officer of Fixed-Income Investments of the Manager since April 2009; Executive Vice President of the Manager since October 2009; Director of Fixed Income of the Manager from January 2009 to April 2009 and a Senior Vice President of the Manager from March 1993 to September 2009. He is a portfolio manager and an officer of other portfolios in the OppenheimerFunds complex.

The Statement of Additional Information provides additional information about the portfolio manager's compensation, other accounts he manages and his ownership of Fund shares.

Information about the portfolio managers of the Underlying Funds is available in the Portfolio Manager section of their individual prospectuses and Statements of Additional Information.

MORE ABOUT YOUR ACCOUNT

About Your Account

Where Can You Buy Fund Shares? Oppenheimer funds may be purchased either directly or through a variety of "financial intermediaries" that offer Fund shares to their clients. Financial intermediaries include securities dealers, financial advisors, brokers, banks, trust companies, insurance companies and the sponsors of fund "supermarkets," fee-based advisory or wrap fee programs or college and retirement savings programs.

WHAT CLASSES OF SHARES DOES THE FUND OFFER? The Fund offers investors five different classes of shares. The different classes of shares represent investments in the same portfolio of securities, but the classes are subject to different expenses and will usually have different share prices. When you buy shares, be sure to specify the class of shares you wish to purchase. 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 will pay an initial sales charge on investments up to $1 million for regular accounts or lesser amounts for certain retirement plans or if you qualify for certain fee waivers. The amount of the sales charge will vary depending on the amount you invest. The sales charge rates for different investment amounts are listed in "About Class A Shares" below.

Class B Shares. If you buy Class B shares, you will pay no sales charge at the time of purchase, but you will pay an annual asset-based sales charge (distribution fee) over a period of approximately six years. If you sell your shares within six years after buying them, you will normally pay a contingent deferred sales charge. The amount of the contingent deferred sales charge varies depending on how long you own your shares, as described in "About Class B Shares" below.

Class C Shares. If you buy Class C shares, you will pay no sales charge at the time of purchase, but you will pay an ongoing asset-based sales charge. If you sell your shares within 12 months after buying them, you will normally pay a contingent deferred sales charge of 1.0%, as described in "About Class C Shares" below.

Class N Shares. Class N shares are available only through certain retirement plans. If you buy Class N shares, you pay no sales charge at the time of purchase, but you will pay an ongoing asset-based sales charge. If you sell your shares within 18 months after the retirement plan's first purchase of Class N shares, you may pay a contingent deferred sales charge of 1.0%, as described in "About 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 and to present or former officers, directors, trustees and employees (and their eligible family members) of the Fund, the Manager and its affiliates, its parent company and the subsidiaries of its parent company, and retirement plans established for the benefit of such individuals. See "About Class Y Shares" below.

Certain sales charge waivers may apply to purchases or redemptions of Class A, Class B, Class C or Class N shares. More information about those waivers is available in the Fund's Statement of Additional Information, or by clicking on the hyperlink "Sales Charges & Breakpoints" under the heading "Fund Information" on the OppenheimerFunds website at "www.oppenheimerfunds.com."

WHAT IS THE MINIMUM INVESTMENT? In most cases, you can buy Fund shares with a minimum initial investment of $1,000 and make additional investments with as little as $50. The minimum additional investment requirement does not apply to reinvested dividends from the Fund or from other Oppenheimer funds or to omnibus account purchases. A $25 minimum applies to additional investments through an Asset Builder Plan, an Automatic Exchange Plan or a government allotment plan established before November 1, 2002. Reduced initial minimums are available in certain circumstances, including under the following investment plans:

For most types of retirement accounts that OppenheimerFunds offers, the minimum initial investment is $500.

For certain retirement accounts that have automatic investments through salary deduction plans, there is no minimum initial investment.

For an Asset Builder Plan or Automatic Exchange Plan or a government allotment plan, the minimum initial investment is $500.

For certain fee-based programs that have an agreement with the Distributor, a minimum initial investment of $250 applies.

Minimum Account Balance. A $12 annual "minimum balance fee" is assessed on Fund accounts 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 for information about the circumstances under which this fee will not be assessed. Small accounts may be involuntarily redeemed by the Fund if the value has fallen below $500 for reasons other than a decline in the market value of the shares.

CHOOSING A SHARE CLASS. Once you decide that the Fund is an appropriate investment for you, deciding which class of shares is best suited to your needs depends on a number of factors that you should discuss with your financial advisor. The Fund's operating costs that apply to a share class and the effect of the different types of sales charges on your investment will affect your investment results over time. For example, the net asset value and the dividends of Class B, Class C, and Class N shares will be reduced by additional expenses borne by those classes, such as the asset-based sales charge.

Two of the factors to consider are how much you plan to invest and, while future financial needs cannot be predicted with certainty, how long you plan to hold your investment. For example, with larger purchases that qualify for a reduced initial sales charge on Class A shares, the effect of paying an initial sales charge on purchases of Class A shares may be less over time than the effect of the asset-based sales charges on Class B, Class C, or Class N shares. For retirement plans that qualify to purchase Class N shares, Class N will generally be the most advantageous share class. If your goals and objectives change over time and you plan to purchase additional shares, you should re-evaluate each of the factors to see if you should consider a different class of shares.

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. These examples are based on approximations of the effects of current sales charges and expenses projected over time, and do not detail all of the considerations in selecting a class of shares. You should analyze your options carefully with your financial advisor before making that choice.

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, if you do not plan to hold your shares for six years or more), you should consider investing in Class C shares. That is because of the effect of the initial sales charge on Class A shares or the Class B contingent deferred sales charge if you redeem within six years.

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

Amount of Your Investment. Your choice will also depend on how much you plan to invest. For shorter-term investments of less than $100,000, Class C shares might be the appropriate choice because there is no initial sales charge on Class C shares, and the contingent deferred sales charge does not apply to shares you redeem after holding them for one year or more. However, if you plan to invest more than $100,000, and as your investment horizon increases toward six years, Class C shares might not be as advantageous as Class A shares. That is because over time the ongoing asset-based sales charge on Class C shares will have a greater impact on your account than the reduced front-end sales charge available for Class A share purchases of $100,000 or more. 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 from a single investor for more than $100,000 of Class B shares or for $1 million or more of Class C shares. Dealers or other financial intermediaries are responsible for determining the suitability of a particular share class for an investor.

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

How Do Share Classes Affect Payments to Your Financial Intermediary? The 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 or contingent deferred sales charge on Class A shares: to compensate the Distributor for concessions and expenses it pays to brokers, dealers and other financial intermediaries for selling Fund shares. Those financial intermediaries may receive different compensation for selling different classes of shares. The Manager or Distributor may also pay dealers or other financial intermediaries additional amounts from their own resources based on the value of Fund shares held by the intermediary for its own account or held for its customers' accounts. For more information about those payments, see "Payments to Financial Intermediaries and Service Providers" below.

ABOUT CLASS A SHARES. Class A shares are sold at their offering price, which is the net asset value of the shares (described below) plus, in most cases, an initial sales charge. The Fund receives the amount of your investment, minus the sales charge, to invest for your account. In some cases, Class A purchases may qualify for a reduced sales charge or a sales charge waiver, as described below or in the Statement of Additional Information.

The Class A sales charge rate varies depending on the amount of your purchase. A portion or all of the sales charge may be retained by the Distributor or paid to your broker, dealer or other financial intermediary as a concession. The current sales charge rates and concessions paid are shown in the table below. There is no initial sales charge on Class A purchases of $1 million or more, but a contingent deferred sales charge (described below) may apply.

Amount of Purchase	Front-End Sales Charge As a Percentage of Offering Price	Front-End Sales Charge As a Percentage of Net Amount Invested	Concession As a Percentage of Offering Price
Less than $50,000	4.75%	4.98%	4.00%
$50,000 or more but less than $100,000	4.50%	4.71%	3.75%
$100,000 or more but less than $250,000	3.50%	3.63%	2.75%
$250,000 or more but less than $500,000	2.50%	2.56%	2.00%
$500,000 or more but less than $1 million	2.00%	2.04%	1.60%

Due to rounding, the actual sales charge for a particular transaction may be higher or lower than the rates listed above.

Reduced Class A Sales Charges. Under a "Right of Accumulation" or a "Letter of Intent" you may be eligible to buy Class A shares of the Fund at the reduced sales charge rates that would apply to a larger purchase. The Fund reserves the right to modify or to cease offering these programs at any time.

Right of Accumulation. To qualify for the reduced Class A sales charge that would apply to a larger purchase than you are currently making, you can add the value of shares that you and your spouse currently own, and other purchases that you are currently making, to the value of your Class A share purchase of the Fund. You may count Class A, Class B and Class C shares of the Fund and other Oppenheimer funds and Class A, Class B, Class C, Class G and Class H units in adviser sold Section 529 plans, for which the Manager or the Distributor serves as the "Program Manager" or "Program Distributor." The Distributor or the financial intermediary through which you are buying shares will determine the value of the shares you currently own based on the greater of their current offering price or the amount you paid for the shares. For purposes of calculating that value, the Distributor will only take into consideration the value of shares owned as of December 31, 2007 and any shares purchased subsequently. The value of any shares that you have redeemed and the value of 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 eligible 529 plans),
       ° your joint accounts with your spouse,
       ° accounts you or your spouse hold as trustees or custodians on behalf of
         your children who are minors.

A fiduciary can apply a right of accumulation to 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 a financial intermediary you must notify the intermediary of your eligibility for the Right of Accumulation at the time of your purchase.

To count eligible shares held in accounts at other firms, you may be requested to provide the Distributor or your current financial intermediary with a copy of account statements showing your current holdings of the Fund, other eligible Oppenheimer funds or qualifying 529 plans. Shares purchased under a Letter of Intent may also qualify as eligible holdings under a Right of Accumulation.

Letter 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 Class A, Class B or Class C shares of the Fund or other Oppenheimer funds or Class A, Class B, Class C, Class G or Class H unit purchases in adviser sold Section 529 plans, for which the Manager or Distributor serves as the Program Manager or Program Distributor, over a 13-month period. The total amount of your intended purchases will determine the reduced sales charge rate that will apply to your Class A share purchases during that period. You must notify the Distributor or your financial intermediary of any qualifying 529 plan purchases or purchases through other financial intermediaries.

Purchases of Class N or Class Y shares, purchases made by reinvestment of dividends or capital gains distributions from 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. If you do not complete the anticipated purchases, you will be charged the difference between the sales charge that you paid and the sales charge that would apply to 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 purchases you make under a Letter of Intent.

Class A Contingent Deferred Sales Charge. There is no initial sales charge on Class A purchases of shares of one or more of the Oppenheimer funds totaling $1 million or more. 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 in which they were purchased (except for shares purchased in certain retirement plans, as 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 concession.

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 or by certain retirement plans or platforms offered through financial intermediaries or other service providers.

In addition, there is no contingent deferred sales charge on redemptions of certain Class A retirement plan shares offered through financial intermediaries or other service providers. There is no contingent deferred sales charge on redemptions of Class A group retirement plan shares purchased after March 1, 2007 except for shares of certain group retirement plans that were established prior to March 1, 2001 ("grandfathered retirement plans"). Shares purchased in grandfathered retirement plans are subject to the contingent deferred sales charge if they are redeemed within 18 months after purchase.

The Distributor does not pay a concession on Class A retirement plan purchases since March 1, 2007 except on purchases by grandfathered retirement plans and plans that have $5 million or more in plan assets. The concession for grandfathered retirement plan purchases after March 1, 2007 is 0.25%. For purchases of Class A shares by retirement plans that have $5 million or more in plan assets (within the first six months from the time the account was established), the Distributor may pay financial intermediaries concessions equal to 0.25% of the purchase price from its own resources at the time of sale. Those payments are subject to certain exceptions described in "Retirement Plans" in the Statement of Additional Information.

ABOUT 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 in which they were purchased, a contingent deferred sales charge will be deducted from the redemption proceeds. Class B shares are also subject to an asset-based sales charge that is calculated daily based on an annual rate of 0.75%. The Class B contingent deferred sales charge and asset-based sales charge are paid to compensate the Distributor for providing distribution-related services to the Fund in connection with the sale of Class B shares.

The amount of the Class B contingent deferred sales charge will depend on the number of years since you invested, according to the following schedule:

Years since Beginning of Month in Which Purchase Order was Accepted	Contingent Deferred Sales Charge on 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 six years (72 months) after you purchase them. This conversion eliminates the Class B asset-based sales charge, however, the shares will be subject to the ongoing Class A fees and expenses. 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 to Class A shares, all other Class B shares that were acquired by reinvesting dividends and distributions on the converted shares will also convert. For further information on the conversion feature and its tax implications, see "Class B Conversion" in the Statement of Additional Information.

ABOUT 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 in which they were purchased, a contingent deferred sales charge of 1.00% may be deducted from the redemption proceeds. Class C shares are also subject to an asset-based sales charge that is calculated daily based on an annual rate of 0.75%. The Class C contingent deferred sales charge and asset-based sales charge are paid to compensate the Distributor for providing distribution-related services to the Fund in connection with the sale of Class C shares.

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

Class N shares are sold at net asset value without an initial sales charge. Class N shares are subject to an asset-based sales charge that is calculated daily based on an annual rate of 0.25%. A contingent deferred sales charge of 1.00% will be imposed on the redemption of Class N shares, if:

The group retirement plan is terminated, or Class N shares of all Oppenheimer funds are terminated as an investment option of the plan, and the Class N shares are redeemed within 18 months after the plan's first purchase of Class N shares of any Oppenheimer fund; or

Class N shares are redeemed within 18 months after an IRA or 403(b) 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. For more information about buying and selling shares through a retirement plan, see the section "Investment Plans and Services - Retirement Plans" below.

ABOUT 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.

An institutional investor that buys Class Y shares for its customers' accounts may impose charges on those accounts. The procedures for buying, selling, exchanging and transferring the Fund's other classes of shares (other than the time those orders must be received by the Distributor or Transfer Agent at their Colorado office) and some of the special account features available to investors buying 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.

Present and former officers, directors, trustees and employees (and their eligible family members) of the Fund, the Manager, its affiliates, its parent company and the subsidiaries of its parent company, and retirement plans established for the benefit of such individuals, are also permitted to purchase Class Y shares of the Fund.

THE PRICE OF FUND SHARES. Shares may be purchased at their offering price which is the net asset value per share plus any initial sales charge that applies. Shares are redeemed at their net asset value per share less any contingent deferred sales charge that applies. The net asset value that applies to a purchase or redemption order is the next one calculated after the Distributor receives the order, in proper form as described in this prospectus, or after any agent appointed by the Distributor receives the order in proper form as described in this prospectus. Your financial intermediary can provide you with more information regarding the time you must submit your purchase order and whether the intermediary is an authorized agent for the receipt of purchase and redemption orders.

Net Asset Value. The Fund calculates the net asset value of each class of its shares as of the close of the New York Stock Exchange (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 4:00p.m., Eastern time, but may close earlier on some days.

The Fund determines the net assets of each class of shares by subtracting the class-specific expenses and the amount of the Fund's liabilities attributable to the share class from the market value of the Fund's securities and other assets attributable to the share class. The Fund's "other assets" might include, for example, cash and interest or dividends from its portfolio securities that have been accrued but not yet collected. The Fund's investments in the Underlying Funds are based on the Underlying Funds' net asset values on that day.

The Underlying Funds also calculate the net asset value of each class of their shares as of the close of the NYSE, on each day that it is open for trading, by subtracting the class-specific expenses and the amount of an Underlying Fund's liabilities attributable to each share class from the market value of its securities and other assets attributable to that share class. The Underlying Funds' securities are valued primarily on the basis of current market quotations.

The net asset value per share for each share class of the Fund and the Underlying Funds is determined by dividing the net assets of the class by the number of outstanding shares of that class.

Fair Value Pricing. If market quotations are not readily available or (in the judgment of an Underlying Fund's manager) do not accurately reflect the fair value of a security held by one of the Underlying Funds, or 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 value is calculated that day, an event occurs that the Underlying Fund's 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, that security may be valued by another method that the Underlying Fund's Board believes would more accurately reflect the security's fair value.

In determining whether current market prices are readily available and reliable, the Underlying Funds' manager monitors the information it receives in the ordinary course of its investment management responsibilities. It seeks to identify significant events that it believes, in good faith, will affect the market prices of the securities held by a particular 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' Boards have adopted valuation procedures and have delegated the day-to-day responsibility for fair value determinations to "Valuation Committees." Those determinations may include consideration of recent transactions in comparable securities, information relating to the specific security, developments in the markets and their performance, and current valuations of foreign or U.S. indices. Fair value determinations by an Underlying Fund's manager are subject to review, approval and ratification by the Underlying Fund's Board at its next scheduled meeting after the fair valuations are determined.

The Underlying Funds' use of fair value pricing procedures involves subjective judgments and it is possible that the fair value determined for a security may be materially different from the value that could be realized upon the sale of that security. Accordingly, there can be no assurance that an Underlying Fund could obtain the fair value assigned to a security if it were to sell the security at approximately the same time at which it determines its net asset value per share.

Pricing Foreign Securities. The Underlying Funds may use fair value pricing more frequently for securities primarily traded on foreign exchanges. Because many foreign markets close hours before the Underlying Funds value their foreign portfolio holdings, significant events, including broad market movements, may occur during that time that could potentially affect the values of foreign securities held by an Underlying Fund.

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

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 Funds' foreign investments may change on days when the Fund cannot buy or redeem shares of the Underlying Funds and when investors cannot buy or redeem Fund shares.

Contingent Deferred Sales Charge. If you redeem shares during their applicable contingent deferred sales charge holding period, the contingent deferred sales charge generally will be deducted from the redemption proceeds. In some circumstances you may be eligible for one of the waivers described in "Sales Charge Waivers" below and in the "Special Sales Charge Arrangements and Waivers" Appendix to the Statement of Additional Information. You must advise the Transfer Agent or your financial intermediary of your eligibility for a waiver when you place your redemption request.

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

any increase in net asset value over the initial purchase price,

shares purchased by the reinvestment of dividends or capital gains distributions, or

shares eligible for a sales charge waiver (see "Sales Charge Waivers" below).

The Fund redeems shares in the following order:

shares acquired by the reinvestment of dividends or capital gains distributions,

other shares that are not subject to the contingent deferred sales charge, and

shares held the longest during the holding period.

You are not charged a contingent deferred sales charge when you exchange shares of the Fund for shares of other Oppenheimer funds. However, if you exchange your shares within the applicable holding period, your original holding period will carry over to the shares you acquire, even if the new fund has a different holding period.

SALES CHARGE WAIVERS. The Fund and the Distributor offer the following opportunities to purchase shares without front-end or contingent deferred sales charges. The Fund reserves the right to amend or discontinue these programs at any time without prior notice.

Dividend Reinvestment. Dividends or capital gains distributions 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.

Exchanges of Shares. There is no sales charge on exchanges of shares except for exchanges of Class A shares of Oppenheimer Money Market Fund, Inc. or Oppenheimer Cash Reserves on which you have not paid a sales charge.

Reinvestment Privilege. There is no sales charge on reinvesting the proceeds from redemptions of Class A shares or Class B shares that occurred within the previous six months if you paid an initial or contingent deferred sales charge on the redeemed shares. This reinvestment privilege does not apply to reinvestment purchases made through automatic investment options. You must advise the Distributor, the Transfer Agent or your financial intermediary that you qualify for the waiver at the time you submit your purchase order.

In addition, the "Special Sales Charge Arrangements and Waivers" Appendix to the Statement of Additional Information provides detailed information about certain other initial sales charge and contingent deferred sales charge waivers and arrangements. A description of those sales charge waivers and arrangements is available for viewing on the OppenheimerFunds website at www.oppenheimerfunds.com (follow the hyperlink "Sales Charges & Breakpoints," under the heading "Fund Information") and may also be ordered by calling 1-800-225-5677. You must advise the Distributor, the Transfer Agent or your financial intermediary that you qualify for one of those waivers at the time you submit your purchase order or redemption request.

How to Buy, Sell and Exchange Shares

HOW TO BUY SHARES. You can buy shares in several ways. The Distributor has appointed certain financial intermediaries, including brokers, dealers and others, as servicing agents to accept purchase and redemption orders. The Distributor or servicing agent must receive your order, in proper form, 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 has closed, the order will receive the next offering price that is determined. To be in proper form, your purchase order must comply with the procedures described below. The Distributor, in its sole discretion, may reject any purchase order for the Fund's shares.

Buying Shares Through a Financial Intermediary. You can buy shares through any servicing agent (a broker, dealer, or other financial intermediary) that has a sales agreement with the Distributor. Your servicing agent will place your order with the Distributor on your behalf. A servicing agent may charge a processing fee for that service. Your account information will be shared with the financial intermediary designated as the dealer of record for the account.

Buying Shares Through the Distributor. We recommend that you discuss your investment with a financial advisor before you make a purchase to be sure that the Fund is appropriate for you. If you want to purchase shares directly from the Distributor, complete an OppenheimerFunds new account application and mail it with a check payable in U.S. dollars to "OppenheimerFunds Distributor, Inc." to the address on the back cover. If you do not list a dealer on your application, the Distributor is designated as the broker-dealer of record, but solely for the purpose of acting as your agent to purchase the shares and Class A shares are your only purchase option. 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. However, if a current investor no longer has a 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 your agent to purchase the shares. If you submit a purchase request to the Distributor without designating the Fund you wish to invest in, your investments will be made in Class A shares of Oppenheimer Money Market Fund, Inc. This policy does not apply to purchases by or for certain retirement plans or accounts. For more information regarding undesignated investments, please call the Transfer Agent at the number on the back cover of this prospectus.

Involuntary Redemptions. In some circumstances, involuntary redemptions may be made to repay the Distributor for losses from the cancellation of share purchase orders.

Identification Requirements. 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 to open a corporate account or in certain other circumstances. The Fund or the Transfer Agent may use this information 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 account transactions while it is in the process of verifying 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.

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

HOW TO SELL SHARES. You can generally redeem (sell) some or all of your shares on any regular business day. You may redeem your shares by writing a letter, by wire, by telephone or on the internet. You can also set up an Automatic Withdrawal Plan to redeem shares on a regular basis. The redemption of Fund shares may be suspended under certain circumstances described in the Statement of Additional Information. 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 your financial intermediary or the Transfer Agent for assistance.

Redemption Price. Your shares will be redeemed at net asset value less any applicable sales charge or other fees. The net asset value used will be the next one calculated after your order is received, in proper form, by the Transfer Agent or your authorized financial intermediary. To be in proper form, your redemption order must comply with the procedures described below. The redemption price for shares will change from day-to-day because the value of the securities in the Fund's portfolio and the Fund's expenses fluctuate. The redemption price will normally differ for each class of shares. The redemption price of your shares may be more or less than their original cost.

Redemptions "In-Kind." Shares may be "redeemed in-kind" under certain circumstances (such as a lack of liquidity in the Fund's portfolio to meet redemptions). That means that the redemption proceeds will be paid in securities from the Fund's portfolio. If the Fund redeems your shares in-kind, you may bear transaction costs and will bear market risks until such securities are converted into cash.

Options for Receiving Redemption Proceeds

By Check. The Fund will normally send redemption proceeds by check to the address on your account statement.

By AccountLink. If you have linked your Fund account to your bank account with AccountLink (described below), you may have redemption proceeds transferred directly into your account. Normally the transfer to your bank is initiated on the bank business day after the redemption. You will not receive dividends on the proceeds of redeemed shares while they are waiting to be transferred.

By Wire. You can arrange to have redemption proceeds sent by Federal Funds wire to an account at a bank that is a member of the Federal Reserve wire system. The redemption proceeds will normally be transmitted on the next bank business day after the shares are redeemed. You will not receive dividends on the proceeds of redeemed shares while they are waiting to be transmitted.

Payment Delays. Payment for redeemed shares is usually made within seven days after the Transfer Agent receives redemption instructions in proper form. For accounts registered in the name of a broker-dealer, payment will normally be forwarded to the broker-dealer within three business days. The Transfer Agent may delay processing redemption payments for recently purchased shares until the purchase payment has cleared. That delay may be as much as five business days from the date the shares were purchased. That delay may be avoided if you purchase shares by Federal Funds wire or certified check. Under unusual circumstances, the right to redeem shares or the payment of redemption proceeds may be delayed or suspended as permitted under the Investment Company Act of 1940.

THE OPPENHEIMERFUNDS EXCHANGE PRIVILEGE. You can exchange all or part of your Fund shares for shares of the same class of other Oppenheimer funds that offer the exchange privilege. For example, you can exchange Class A shares of the Fund only for Class A shares of another fund. You can obtain a list of the Oppenheimer funds that are currently available for exchanges by calling a service representative at the telephone number on the back of this prospectus. The funds available for exchange can change from time to time. 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.

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 its transaction and administrative costs and/or affect its performance, depending on various factors, such as the size of the Fund, the nature of its investments, the amount of Fund assets a 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 or redemption transactions, the Fund might be required to sell portfolio securities at unfavorable times to meet those transaction requests, and the Fund's brokerage or administrative expenses might be increased. Therefore, the Manager and the Fund's Board have adopted the following policies and procedures to detect and prevent frequent and/or excessive exchanges or purchase and redemption activity, while addressing the needs of investors who seek liquidity in their investment and the ability to exchange shares as their investment needs change. There is no guarantee that those policies and procedures, described below, will be sufficient to identify and deter all excessive short-term trading.

Limitations on Frequent Exchanges

30-Day Hold. If a direct shareholder exchanges shares of another Oppenheimer fund account for shares of the Fund, his or her Fund account will be "blocked" from exchanges into any other fund for a period of 30 calendar days from the date of the exchange, subject to certain exceptions described below. Likewise, if a Fund shareholder exchanges Fund shares for shares of another eligible Oppenheimer fund, that fund account will be "blocked" from further exchanges for 30 calendar days. 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 $2,000 from one fund into another fund in which the shareholder already owned shares worth $10,000, then, following the exchange, the full account balance ($12,000 in this example) would be blocked from exchanges into another fund for a period of 30 calendar days. A shareholder whose account is registered on the Fund's books showing the name, address and tax ID number of the beneficial owner is a "direct shareholder."

Exceptions to 30-Day Hold

Exchanges Into Money Market Funds. A direct shareholder will be permitted to exchange shares of a stock or bond fund for shares of an eligible money market fund 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.

Dividend Reinvestments and Class B Share Conversions. The 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.

Asset Allocation Programs. Investment programs by Oppenheimer "funds-of-funds" that entail rebalancing investments in underlying Oppenheimer funds will not be subject to these limits. However, 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 also be subject to the 30-day limit.

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.

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.

Limitations on Exchanges in Omnibus Accounts. If you hold your Fund shares through a financial advisor or other firm such as a broker-dealer, a bank, an insurance company separate account, an investment adviser, an administrator or a trustee of a retirement 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, may apply. The Fund, the Distributor, the Manager and the Transfer Agent encourage those financial intermediaries to apply the Fund's policies to their customers who invest indirectly in the Fund. However, the Transfer Agent may not be able to detect excessive short-term trading activity in accounts maintained in "omnibus" or "street name" form where the underlying beneficial owners are not identified. 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 the account activity, and to confirm to the Transfer Agent and the Fund that appropriate action has been taken to curtail any excessive trading activity.

Other Limitations on Exchanges. There are a number of other special conditions and limitations that apply to certain types of exchanges. Those conditions and circumstances are described in the section "How to Exchange Shares" in the Statement of Additional Information. For information about sales charges that may apply to exchanges of shares see the sections "Contingent Deferred Sales Charge" and "Sales Charge Waivers" above.

Requirements for Exchanges of Shares. To exchange shares of the Fund, you must meet several conditions. The Fund may amend the following requirements at any time:

Shares of the fund selected for exchange must be available for sale in your state of residence.

The selected fund must offer the exchange privilege.

You must meet the minimum purchase requirements for the selected fund.

Generally, exchanges may be made only between identically registered accounts, unless all account owners send written exchange instructions with a signature guarantee.

Before exchanging into a fund, you should obtain its prospectus and should read it carefully.

Timing of Exchange Transactions. 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 in order to receive that day's net asset value on the exchanged shares. For requests received after the close of the NYSE the shares being exchanged will be valued at the next net asset value calculated after the request is received. The Transfer Agent may delay transmitting the proceeds from an exchange for up to five business days, however, if it determines, in its discretion, that an earlier transmittal of the redemption proceeds would be detrimental to either the fund from which shares are being exchanged or the fund into which the exchange is being made. The exchange proceeds will be invested in the new fund at the next net asset value calculated after the proceeds are received. In the event that a delay in the reinvestment of proceeds occurs, the Transfer Agent will notify you or your financial intermediary.

Taxes on Exchanges. For tax purposes, an exchange of shares of the Fund is considered a sale of those shares and a purchase of the shares of the fund into which you are exchanging. Therefore, an exchange may result in a capital gain or loss for tax purposes.

OTHER LIMITS ON SHARE TRANSACTIONS. The Fund may impose other limits on transactions that it believes would be disruptive and may refuse any purchase or exchange order.

Right to Refuse Purchase and Exchange 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.

Right to Terminate or Suspend Account Privileges. 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 policies outlined in this prospectus. As part of the Transfer Agent's procedures to detect and deter excessive trading activity, 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. The Transfer Agent may send a written warning to a shareholder that the Transfer Agent believes may be engaging in disruptive or excessive trading activity; however, the Transfer Agent reserves the right to suspend or terminate the ability to purchase or exchange shares, with or without warning, for any account that the Transfer Agent determines, in the exercise of its discretion, has engaged in such trading activity.

HOW TO SUBMIT SHARE TRANSACTION REQUESTS. Share transactions may be requested by telephone or internet, in writing, through your financial adviser, or by establishing one of the Investor Services plans described below. Certain transactions may also be submitted by fax. Redemptions may also be made using the Fund's checkwriting privilege.

Internet and Telephone Transaction Requests. Purchase, redemption and exchange requests may be submitted on the OppenheimerFunds website, www.oppenheimerfunds.com. Those requests may also be made by calling the telephone number on the back cover and either speaking to a service representative or accessing PhoneLink, the OppenheimerFunds automated telephone system that enables shareholders to perform certain account transactions automatically using a touch-tone phone.

You will need to obtain a user I.D. and password to execute transactions through PhoneLink or on the internet. Some internet and telephone transactions require the Oppenheimer AccountLink feature, described below, that links your Fund account with an account at a U.S. bank or other financial institution. The Transfer Agent will record any telephone calls to verify data concerning transactions.

The following policies apply to internet and telephone transactions:

Purchases through AccountLink that are submitted through PhoneLink or on the internet are limited to $100,000.

Purchases through AccountLink that are submitted by calling a service representative are limited to $250,000.

Redemptions that are submitted by telephone or on the internet and request the proceeds to be paid by check, must be made payable to all owners of record of the shares and must be sent to the address on the account statement. Telephone or internet redemptions paid by check may not exceed $100,000 in any seven-day period. This service is not available within 15 days of changing the address on an account.

Redemptions by telephone or on the internet that are sent to your bank account through AccountLink are not subject to any dollar limits.

Exchanges submitted by telephone or on the internet 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 redeemed or exchanged by telephone or on the internet.

Shares held in an OppenheimerFunds-sponsored qualified retirement plan account may not be redeemed or exchanged by telephone or on the internet.

The Transfer Agent has adopted procedures to confirm that telephone and internet instructions are genuine. Callers are required to provide service representatives with tax identification numbers and other account data and PhoneLink and internet users are required to use PIN numbers. The Transfer Agent will also send you written confirmations of share transactions. The Transfer Agent and the Fund will not be liable for losses or expenses that occur from telephone or internet instructions reasonably believed to be genuine.

Telephone or internet transaction privileges may be modified, suspended or terminated by the Fund at any time. The Fund will provide you notice of such changes whenever it is required to do so by applicable law.

Purchases and Redemptions by Federal Funds Wire. Shares purchased through the Distributor may be paid for by Federal Funds wire. Redemption proceeds may also be transmitted by wire. The minimum wire purchase or redemption is $2,500. There is a $10 fee for each wire redemption request. Before sending a wire purchase, call the Distributor's Wire Department at 1-800-225-5677 to notify the Distributor of the wire and to receive further instructions. To set up wire redemptions on your account or to arrange for a wire redemption, call the Transfer Agent at the telephone number on the back of this prospectus for information.

Written Transaction Requests. You can send purchase, exchange or redemption requests to the Transfer Agent at the address on the back cover. Your request must include:

The Fund's name;

For existing accounts, the Fund account number (from your account statement);

For new accounts, a completed account application;

For purchases, a check payable to the Fund or to OppenheimerFunds Distributor, Inc.;

For redemptions, any special payment instructions;

For redemptions or exchanges, the dollar amount or number of shares to be redeemed or exchanged;

For redemptions or exchanges, any share certificates that have been issued (exchanges or redemptions of shares for which certificates have been issued cannot be processed until the Transfer Agent receives the certificates);

For individuals, the names and signatures of all registered owners exactly as they appear in the account registration;

For corporations, partnerships or other businesses or as a fiduciary, the name of the entity as it appears in the account registration and the names and titles of any individuals signing on its behalf; and

Other documents requested by the Transfer Agent to assure that the person purchasing, redeeming or exchanging shares is properly identified and has proper authorization to carry out the transaction.

Certain Requests Require a Signature Guarantee. To protect you and the Fund from fraud, certain redemption requests must be in writing and must include a signature guarantee. A notary public seal will not be accepted for these requests (other situations might also require a signature guarantee):

You wish to redeem more than $100,000 and receive a check;

The redemption check is not payable to all shareholders listed on the account statement;

The redemption check is not sent to the address of record on your account statement;

Shares are being transferred to a Fund account with a different owner or name; or

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 signature guarantee from a number of financial institutions, including:

a U.S. bank, trust company, credit union or savings association,

a foreign bank that has a U.S. correspondent bank,

a U.S. registered dealer or broker in securities, municipal securities or government securities, or

a U.S. national securities exchange, a registered securities association or a clearing agency.

Fax Requests. You may send requests for certain types of account transactions to the Transfer Agent by fax. Please call the number on the back of this prospectus for information about which transactions may be handled this way. Transaction requests submitted by fax are subject to the same rules and restrictions as the written, telephone and internet requests described in this prospectus. However, requests that require a signature guarantee may not be submitted by fax.

Submitting Transaction Requests Through Your Financial Intermediary. You can submit purchase, redemption or exchange requests through any broker, dealer or other financial intermediary that has a special agreement with the Distributor. The broker, dealer or other intermediary will place the order with the Distributor on your behalf. A broker or dealer may charge a processing fee for that service. If your shares are held in the name of your financial intermediary, you must redeem them through that intermediary.

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

Client Account Exchanges by Financial Intermediaries. The Fund and the Transfer Agent permit brokers, dealers and other financial intermediaries to submit exchange requests on behalf of their customers, unless that authority has been revoked. The Fund or the Transfer Agent may limit or refuse exchange requests submitted by such 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.

INVESTMENT PLANS AND 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 that is an Automated Clearing House (ACH) member. AccountLink lets you:

transmit funds electronically to purchase shares by internet, by telephone or automatically through an Asset Builder Plan. The purchase payment will be debited from your bank account.

have the Transfer Agent send redemption proceeds or dividends and distributions directly to your bank account.

AccountLink privileges should be requested on your account application or on your broker-dealer's settlement instructions if you buy your shares through a broker-dealer. For an established account, 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 the account as well as to the financial intermediary's representative of record unless and until the Transfer Agent terminates or receives written instructions terminating or changing those privileges. After you establish AccountLink for your account, any change you make to your bank account information must be made by signature-guaranteed instructions to the Transfer Agent signed by all shareholders on the account. Please call the Transfer Agent for more information.

Asset Builder Plan. Under an Asset Builder Plan, you may purchase shares of the Fund automatically. An Asset Builder Plan is available only if you have established AccountLink with a bank or other financial institution. Payments to purchase Fund shares will be debited from your linked account.

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 add an Asset Builder Plan to an existing account, use the Asset Builder Enrollment Form. 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 the requested changes. For more details, see the account application, the Asset Builder Enrollment Form and the Statement of Additional Information. Those documents are available by contacting the Distributor or may be downloaded from our website at www.oppenheimerfunds.com. The Fund reserves the right to amend, suspend or discontinue offering Asset Builder Plans at any time without prior notice.

Automatic Redemption and Exchange Plans. The Fund has several plans that enable you to redeem shares automatically or exchange them for shares of another Oppenheimer fund on a regular basis. Please call the Transfer Agent or consult the Statement of Additional Information for details.

Retirement Plans. The Distributor offers a number of different retirement plans that individuals and employers can use. The procedures for buying, selling, exchanging and transferring shares, and the account features applicable to other share classes, generally do not apply to Class N shares offered through a group retirement plan. However, the time that transaction requests must be received in order to purchase, redeem or exchange shares at the net asset value calculated on any business day is the same for all share classes. Purchase, redemption, exchange and transfer requests for a group retirement plan must be submitted by the plan administrator, not by plan participants. Retirement plans that hold shares of Oppenheimer funds in an omnibus account for the benefit of plan participants (other than OppenheimerFunds-sponsored Single DB Plus plans) are not permitted to make initial purchases of Class A shares that would be subject to a contingent deferred sales charge. Class B shares are not offered to new omnibus group retirement plans. The types of retirement plans that the Distributor offers include:

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 employees of businesses.

Pension and Profit-Sharing Plans. These plans are designed for businesses and self-employed individuals.

Less Paper, Less Waste. To avoid sending duplicate copies of Fund 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 lower printing costs and reduced mailing expense.

If you prefer to receive multiple copies of these materials, you may call the Transfer Agent at the number on the back of this prospectus or you may notify the Transfer Agent in writing. Multiple 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.

DISTRIBUTION AND SERVICE (12b-1) PLANS

Service Plan for Class A Shares. The Fund has adopted a Service Plan for Class A shares that compensates the Distributor for a portion of the costs of maintaining accounts and providing services to Class A shareholders. The Fund makes these payments quarterly, calculated at an annual rate of 0.25% of the Class A shares daily net assets. The Distributor currently uses all of those fees to pay brokers, dealers, banks and other financial intermediaries for providing personal service and maintaining the accounts of their customers that hold Class A shares. Because the service fee is paid out of the Fund's assets on an ongoing basis, over time it will increase the cost of your investment.

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 distributing those share classes, maintaining accounts and providing shareholder services. Under the plans, the Fund pays the Distributor an asset-based sales charge for Class B and Class C shares calculated at an annual rate of 0.75% of the daily net assets of those classes and for Class N shares calculated at 0.25% of the daily net assets of that class. The Fund also pays a service fee under the plans at an annual rate of 0.25% of the daily net assets of Class B, Class C and Class N. Altogether, these fees increase the Class B and Class C annual expenses by 1.00% and increase the Class N annual expenses by 0.50%, calculated on the daily net assets of the applicable class. Because these fees are paid out of the Fund's assets on an ongoing basis, over time they will increase the cost of your investment and may cost you more than other types of sales charges.

Use of Plan Fees: The Distributor uses the service fees to compensate brokers, dealers, banks and other financial intermediaries for maintaining accounts and providing personal services to Class B, Class C or Class N shareholders in the applicable share class. The Distributor normally pays intermediaries the 0.25% service fee in advance for the first year after shares are purchased and then pays that fee periodically.

Class B Shares: 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. However, for ongoing purchases of Class B shares by certain retirement plans, the Distributor may pay the intermediary the asset-based sales charge and service fee during the first year after purchase instead of paying a sales concession and the first year's service fees at the time of purchase. See the Statement of Additional Information for exceptions.

Class C Shares: At the time of a Class C share purchase, the Distributor generally pays financial intermediaries a sales concession of 0.75% of the purchase price from its own resources. Therefore, the total amount, including the advance of the service fee, that the Distributor pays the intermediary at the time of a Class C share purchase is 1.00% of the purchase price. The Distributor normally retains the asset-based sales charge on Class C share purchases during the first year and then pays that fee to the intermediary as an ongoing concession. For Class C share purchases in certain omnibus group retirement plans or through the OppenheimerFunds Record(k)eeper Pro program, the Distributor pays the intermediary the asset-based sales charge during the first year instead of paying a sales concession at the time of purchase. The Distributor pays the service fees it receives on those shares to the intermediary or to FASCore, LLC for providing shareholder services to those accounts. See the Statement of Additional Information for exceptions to these arrangements.

Class N Shares: At the time of a Class N share purchase, the Distributor generally pays financial intermediaries a sales concession of 0.75% of the purchase price from its own resources. Therefore, the total amount, including the advance of the service fee, that the Distributor pays the intermediary at the time of a Class N purchase is 1.00% of the purchase price. The Distributor normally retains the asset-based sales charge on Class N shares. For Class N shares purchased in certain omnibus group retirement plans the Distributor may pay the intermediary the asset-based sales charge and service fee during the first year instead of paying a sales concession and the first year's service fees at the time of purchase. See the Statement of Additional Information for exceptions to these arrangements.

PAYMENTS TO FINANCIAL INTERMEDIARIES AND SERVICE PROVIDERS. The Manager and the Distributor, in their discretion, may also make payments to brokers, dealers and other financial intermediaries or to service providers for distribution and/or shareholder servicing activities. Those payments are made out of the Manager's and/or the Distributor's own resources and/or assets, including from the revenues or profits derived from the advisory fees the Manager receives from the Fund. Those cash payments, which may be substantial, are paid to many firms having business relationships with the Manager and Distributor and 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. Payments by the Manager or Distributor from their own resources are not reflected in the tables in the "Fees and Expenses of the Fund" section of this prospectus because they are not paid by the Fund.

The financial intermediaries that may receive those payments include firms that offer and sell Fund shares to their clients, or provide shareholder services to the Fund, or both, and receive compensation for those activities. The financial intermediaries that may receive payments include your securities broker, dealer or financial advisor, sponsors of fund "supermarkets," sponsors of fee-based advisory or wrap fee programs, sponsors of college and retirement savings programs, banks, trust companies and other intermediaries 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 intermediary, the average net assets of the Fund and other Oppenheimer funds attributable to the accounts of that intermediary and its clients, negotiated lump sum payments for distribution services provided, or similar fees. In some circumstances, revenue sharing payments may create an incentive for a financial intermediary or its representatives to recommend or offer shares of the Fund or other Oppenheimer funds to its customers. These payments also may give an intermediary an incentive to cooperate with the Distributor's marketing efforts. A revenue sharing payment may, for example, qualify the Fund for preferred status with the intermediary receiving the payment or provide representatives of the Distributor with access to representatives of the intermediary's sales force, in some cases on a preferential basis over funds of competitors. Additionally, as firm support, the Manager or Distributor may reimburse expenses related to educational seminars and "due diligence" or training meetings (to the extent permitted by applicable laws or the rules of the Financial Industry Regulatory Authority ("FINRA")) 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 broker, dealer or other financial intermediary may charge you fees or commissions in addition to those disclosed in this prospectus. You should ask your 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.

Dividends, Capital Gains and Taxes

DIVIDENDS AND DISTRIBUTIONS. The Fund intends to declare and pay dividends annually from its net investment income. The Fund may also realize capital gains on the sale of portfolio securities, in which case it may make distributions out of any net short-term or long-term capital gains annually. The Fund may also make supplemental distributions of dividends and capital gains following the end of its fiscal year. The Fund has no fixed dividend rate and cannot guarantee that it will pay any dividends or capital gains distributions in a particular year.

Dividends and distributions are paid separately for each share class. The dividends and capital gains distributions paid on Class A and Class Y shares will generally be higher than those on Class B, Class C and Class N shares, since those share classes normally have higher expenses than Class A and Class Y shares.

Options for Receiving Dividends and Distributions. When you open your Fund account, you can specify on your application how you want to receive distributions of dividends and capital gains. To change that option, you must notify the Transfer Agent. There are four payment options available:

Reinvest All Distributions in the Fund. You can elect to reinvest all dividends and capital gains distributions in additional shares of the Fund.

Reinvest Only Dividends or Capital Gains. You can elect to reinvest some types of distributions in the Fund while receiving the other types of distributions by check or having them sent to your bank account through AccountLink. Different treatment is available for distributions of dividends, short-term capital gains and long-term capital gains.

Receive All Distributions in Cash. You can elect to receive all dividends and capital gains distributions by check or have them sent to your bank through AccountLink.

Reinvest Your Distributions in Another Oppenheimer Fund. You can reinvest all of your dividends and capital gains distributions in another Oppenheimer fund that is available for exchanges. You must have an existing account in the same share class in the selected fund.

TAXES. Dividend and distributions to Fund shareholders are mainly from amounts the Fund receives as dividends or distributions from the Underlying Funds or from gains on sales of shares of the Underlying Funds. Generally, the character of the income or capital gains that the 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." The following discussion applies to certain tax aspects of both the Fund and the Underlying Funds.

If your shares are not held in a tax-deferred retirement account, you should be aware of the following tax consequences of investing in the Fund. Fund distributions, whether taken in cash or in additional shares, are subject to federal income tax and may be subject to state or local taxes. Distributions paid from short-term capital gains and net investment income are taxable as ordinary income and distributions from net long-term capital gain are taxable as long-term capital gains no matter how long you have held your shares. In taxable years beginning before 2011, long-term capital gains of individuals and other non-corporate taxpayers are taxed at a special reduced rate.

In the case of individuals and other non-corporate taxpayers, for taxable years beginning before 2011, certain dividends (including certain dividends from foreign corporations) are taxable at the lower rate applicable to long-term capital gains. In the case of certain corporations, some dividends are eligible for the dividends-received deduction. To the extent the Fund's and the Underlying Funds' distributions are paid from these types of dividends, and provided certain other shareholder level requirements are satisfied, the Fund's individual and non-corporate shareholders may be eligible to claim the reduced tax rate for the distributions and the Fund's corporate shareholders may be eligible to claim the dividends-received deduction.

Foreign countries may impose withholding and other taxes on the Underlying Fund's dividend and interest income. Provided that at the end of the fiscal year more than 50% of an Underlying Fund's assets are invested in stocks and securities of foreign corporations or governments, that Underlying Fund may make an election under the Internal Revenue Code allowing shareholders to take a credit or deduction on their federal income tax returns for the foreign taxes paid by the Underlying Fund.

After the end of each calendar year the Fund will send you and the Internal Revenue Service statements showing the amount of any taxable distributions you received in the previous year and will separately identify any portion of these distributions that qualify for taxation as long-term capital gains or for any other special tax treatment.

The Fund and each Underlying Fund have qualified and intend to qualify each year to be taxed as regulated investment companies under the Internal Revenue Code by satisfying certain income, asset diversification and income distribution requirements, but reserve the right not to so qualify. In each year that the Fund or an Underlying Fund qualifies as a regulated investment company, it will not be subject to federal income taxes on its income that it distributes to shareholders.

If you are neither a lawful permanent resident nor a citizen of the United States, or if you are a foreign entity, the Fund's ordinary income dividends (which include distributions of net short-term capital gain) generally will be subject to a 30% U.S. withholding tax, unless a lower rate applies under an income tax treaty. For the Fund's taxable years beginning before January 1, 2010, certain distributions that are designated by the Fund as interest-related dividends or short-term gain dividends and paid to a foreign shareholder will be eligible for an exemption from U.S. withholding tax. To the extent the Fund's distributions are derived from dividends, they will not be eligible for this exemption.

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

Avoid "Buying a Distribution." If you buy shares on or just before the ex-dividend date, or just before the Fund declares a capital gains distribution, you will pay the full price for the shares, and then receive a portion of the price back as a taxable dividend or capital gain.

Remember, There May be Taxes on Transactions. Because the Fund's share 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 receive when you sell or exchange them. Any capital gain is subject to capital gains tax.

Returns of Capital Can Occur. In certain cases, distributions made by the Fund may be considered a non-taxable return of capital to shareholders, resulting in a reduction in the basis in their shares. If this occurs, the Fund will notify you.

This information is only a summary of certain federal income tax information about your investment. You are encouraged to consult your tax adviser about the effect of an investment in the Fund on your particular tax situation and about any changes to the Internal Revenue Code that may occur from time to time. Additional information about the tax effects of investing in the Fund is contained in the Statement of Additional Information.

Financial Highlights

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

FINANCIAL HIGHLIGHTS

Conservative Investor Fund Moderate Investor Fund Equity Investor Fund Active Allocation Fund

MORE INFORMATION ABOUT THE UNDERLYING FUNDS

More Information About the Underlying Funds

Oppenheimer Capital Appreciation Fund – This Underlying Fund seeks capital appreciation. It invests mainly in common stocks of "growth companies." These may be newer companies or companies of any capitalization range that the portfolio manager established may appreciate in value over the long-term.

The portfolio manager looks for growth companies with stock prices that it believes are reasonable in relation to overall stock market valuations. In seeking broad diversification of the Fund's portfolio among industries and market sectors, the portfolio manager focuses on factors that may vary in particular cases and over time. Currently the portfolio manager looks for:

companies in business areas that have above-average growth potential,

companies with growth rates that the portfolio managers believe are sustainable over time,

stocks with reasonable valuations relative to their growth potential.

This Underlying Fund may sell the stocks of companies that the portfolio manager believes no longer meet the above criteria.

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-grade, fixed-income securities that its manager believes does 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 debt securities and related instruments of domestic and foreign issuers. Those investments primarily include:

Lower-grade corporate bonds.

Foreign corporate and government bonds.

Swaps, including single name and index-linked credit default swaps

Under normal market conditions, this Underlying Fund invests at least 60% of its total assets in high yield, lower-grade, fixed-income securities, also referred to as "junk bonds." Lower-grade debt securities are those rated below "Baa" by Moody's Investors Service, Inc. ("Moody's") or below "BBB" by Standard & Poor's Rating Services ("S&P") or that have comparable ratings by other nationally recognized rating organizations (or, in the case of unrated securities, determined to be comparable to securities rated below investment-grade).

The remainder of this Underlying Fund's assets may be held in other debt securities, common stocks (and other equity securities), cash, or cash equivalents when its manager believes those investments are consistent with this Underlying Fund's investment objectives.

This Underlying Fund may invest in securities of U.S. or foreign issuers. It currently focuses on debt securities of foreign issuers in developed markets. This Underlying Fund also uses certain derivative investments to try to enhance income or to try to manage investment risks, including: options, futures contracts, swaps, "structured" notes, and certain mortgage-related securities.

Oppenheimer Commodity Strategy Total Return Fund – This Underlying Fund seeks total return. Total return refers to the change in value of an investment in shares of this Underlying Fund over time resulting from changes in the value of its investments and income on those investments.This Underlying Fund invests its assets in a combination of commodity-linked derivatives, corporate and governmental fixed-income securities and certain other types of derivative investments. These include:

Commodity-linked derivatives whose value is linked to the price movement of a commodity, commodity index, or commodity option or futures contract. The value of some commodity-linked derivatives may be based on a multiple of those price movements. The commodity-linked derivatives that this Underlying Fund invests in may include commodity-linked notes, swaps, futures and options. Commodity linked notes are typically issued by a bank, other financial institution or a commodity producer, and this Underlying Fund negotiates with the issuer to obtain specific terms and features that are tailored to the its investment needs.

Fixed-income securities of any maturity, including U.S. Government securities, repurchase agreements, money market securities and securities of affiliated money market funds. These may be investment-grade or below investment-grade securities (also referred to as "junk bonds"). This Underlying Fund may buy debt securities for liquidity purposes, for collateral management or to seek income.

Other derivative instruments such as forwards, options, futures and swaps relating to debt securities, interest rates or currencies, to seek to increase its investment returns or to hedge against declines in the value of its other investments.

This Underlying Fund's commodity-linked investments provide exposure to the investment returns of commodities markets without investing directly in physical commodities. The commodity-linked instruments may be linked to the price movements of: a physical commodity such as heating oil, livestock, or agricultural products; a commodity option or futures contract; a commodity index such as the SP GSCI™ (formerly the "Goldman Sachs Commodity Index"); or some other readily measurable variable that reflects changes in the value of particular commodities or commodities markets. This Underlying Fund will maintain exposure of 25% or more of its total assets in securities and derivatives linked to the energy and natural resources, agriculture, livestock, industrial metals, and precious metals sectors as a group. However, the it will not concentrate more than 25% of its total assets in issuers in any one industry.

This Underlying Fund can also invest up to 25% of its total assets in its wholly-owned and controlled subsidiary (the "Subsidiary"). The Subsidiary primarily invests in commodity-linked derivatives (including financial futures, options and swap contracts) and fixed-income securities and other investments that serve as collateral for its derivatives positions. Investments in the Subsidiary are intended to provide this Underlying Fund with exposure to commodities market returns within the limitations of applicable federal tax requirements. The Subsidiary is subject to the same investment restrictions and limitations, and follows the same compliance policies and procedures, as this Underlying Fund.

Oppenheimer Core Bond Fund – This Underlying Fund seeks total return by investing mainly in debt instruments. 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 securities, generally referred to as "bonds," can include:

Domestic and foreign corporate debt obligations,

Domestic and foreign government bonds, including U.S. government securities,

Mortgage-related securities,

Asset-Backed Securities, and

Other debt obligations.

This Underlying Fund's investments in U.S. Government securities may include securities issued or guaranteed by the U.S. Government or by its agencies or federally-chartered entities referred to as "instrumentalities." These include mortgage-related U.S. Government securities. There is no set allocation of this Underlying Fund's assets among the classes of securities, but it focuses mainly on U.S. government securities and investment-grade corporate debt securities. This Underlying Fund can also invest in money market instruments and other debt obligations. If market conditions change, the portfolio managers might change the Fund's relative asset allocation.

This Underlying Fund will attempt to maintain the overall weighted average credit quality of the portfolio equivalent to a rating of "A-" or higher from any nationally recognized credit rating organization. However, it 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 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. To try to decrease volatility, this Underlying Fund seeks to maintain an average effective portfolio duration of three to six years, measured on a dollar-weighted basis. Because of market events and interest rate changes, the duration of the portfolio might not meet that target at all times.

This Underlying Fund may invest a portion of its assets in foreign debt securities, including securities issued by foreign governments or companies in both developed markets and emerging markets. This Underlying Fund may not invest more than 20% of its net assets in foreign debt securities.

This Underlying Fund may also use derivatives to seek increased returns or to try to manage investment risks. Options, futures, swaps, interest-only and principal-only securities, "structured" notes, asset-backed securities and certain mortgage-related securities are examples of the types of derivatives this Underlying Fund can use.

Oppenheimer Developing Markets Fund – This Underlying Fund aggressively seeks capital appreciation. It invests mainly in common stocks of issuers in emerging and developing markets throughout the world.

This Underlying Fund emphasizes investments in common stocks and other equity securities.

Under normal market conditions, this Underlying Fund invests at least 80% of its net assets, plus borrowings for investment purposes, in equity securities of issuers whose principal activities are in at least three developing markets.

This Underlying Fund may at times invest up to 100% of its total assets in foreign securities.

This Underlying Fund will emphasize investments in growth companies which can be in any market capitalization range.

The portfolio manager looks primarily for foreign companies in developing markets with high growth potential. This approach includes fundamental analysis of a company's financial statements and management structure and consideration of the company's operations and product development, as well as its position in its industry. The portfolio manager also considers the effect of worldwide trends on the growth of particular business sectors and looks for companies that may benefit from those trends.

Oppenheimer Discovery Fund – This Underlying Fund seeks capital appreciation.

This Underlying Fund mainly invests in common stocks of U.S. companies that the portfolio manager believes have favorable growth prospects. It emphasizes stocks of small-capitalization issuers. This Underlying Fund currently defines small-capitalization or "small-cap" issuers as companies that have a market capitalization of less than $3 billion when this Underlying Fund buys them. That capitalization range may change over time. While these stocks may be traded on stock exchanges, in many cases this Underlying Fund buys over-the-counter securities.

This Underlying Fund's approach includes fundamental analysis of a company's financial statements and management structure and consideration of the company's operations and product development, as well as its position in its industry. The portfolio manager also evaluates research on particular industries, market trends and general economic conditions.

The portfolio manager looks primarily for companies with high growth potential. This approach includes fundamental analysis of a company's financial statements and management structure and consideration of the company's operations and product development, as well as its position in its industry. The portfolio manager also evaluates factors affecting particular industries, market trends and general economic conditions.

Oppenheimer Global Fund – This Underlying Fund seeks capital appreciation. This Underlying Fund invests mainly in common stock of U.S. and foreign companies. It can invest without limit in foreign securities and can invest in any country, including countries with developed or emerging markets. However, it currently emphasizes investments in developed markets such as the United States, Western European countries and Japan. This Underlying Fund does not limit its investments to companies in a particular capitalization range, but primarily invests in mid- and large-cap companies.

As a fundamental policy, this Underlying Fund normally will invest in at least three countries (one of which may be the United States). Typically, it invests in a number of different countries. This Underlying Fund is not required to allocate its investments in any set percentages in any particular countries.

In seeking portfolio diversification, the portfolio manager currently focuses on foreign companies with the following factors, which may vary in particular cases and may change over time:

Worldwide growth-oriented companies of any market capitalization;

Companies that may benefit from global growth trends at attractive valuations;

Companies with strong competitive positions and high demand for their products or services;

Cyclical opportunities in the business cycle and sectors or industries that may benefit from those opportunities.

Oppenheimer Global Opportunities Fund – This Underlying Fund seeks capital appreciation consistent with preservation of principal while providing current income. As a fundamental policy, it will normally invest in at least four countries (including the United States).

This Underlying Fund invests mainly in equity securities of issuers in the U.S. and foreign countries. The portfolio manager expects some of those equity securities to pay dividends, which would produce income for this Underlying Fund. Currently this Underlying Fund emphasizes investments in equities, but it may also invest in debt securities. This Underlying Fund is not required to invest any set percentage of its assets to seek capital appreciation or income. It can invest in any country, including countries with developed or emerging markets, but currently emphasizes investments in developed markets. As a fundamental policy, it will normally invest in at least four countries (including the United States).

This Underlying Fund can invest in securities of corporate issuers in all capitalization ranges. It currently invests a substantial portion of its assets in small- and mid- sized companies (currently, those having a market capitalization less than $11 billion) whose prices may be more volatile than stocks issued by larger companies. The Fund may also invest in debt securities and may invest up to 25% of its assets in "lower-grade" securities, commonly known as "junk bonds." The Fund does not currently intend to invest more than 15% of its assets in lower-grade securities, however.

Currently the portfolio manager looks for growth opportunities such as companies in industries with substantial barriers to new competition, for example businesses with high start-up costs or patent protection. The portfolio manager may also invest in securities of issuers in "special situations," such as mergers, reorganizations, restructurings or other unusual events.

Oppenheimer Gold & Special Minerals Fund – This Underlying Fund seeks capital appreciation.

This Underlying Fund invests mainly in common stocks of companies that are involved in mining, processing or dealing in gold or other metals or minerals and may invest all of its assets in those securities. Under normal market conditions, at least 80% of its net assets, plus any borrowings for investment purposes, will be invested in those companies. As a fundamental policy, this Underlying Fund invests at least 25% of its investments in mining securities and metal investments.

This Underlying Fund may invest in U.S. or foreign companies, including companies in developing or emerging markets. It has no limit on its foreign investments. It may buy securities issued by companies of any size or market capitalization range and at times might increase its emphasis on securities of issuers in a particular capitalization range.

This Underlying Fund's portfolio manager relies primarily on evaluation of a company's fundamentals. He also uses a proprietary model that is designed to consider a company's financial statements and management structure, as well as the company's operations and new developments. The portfolio manager assesses the growth potential and the valuations of the stock of particular companies, and ranks the companies reviewed by the model to arrive at buy and sell decisions.

Oppenheimer Institutional Money Market Fund – This Underlying Fund's objective is to seek current income and stability of principal. It is regulated as a money market fund under the Investment Company Act of 1940.

This Underlying Fund invests in a variety of money market instruments to seek current income. Money market instruments are short-term, high-quality, dollar-denominated debt instruments issued by the U.S. government, domestic and foreign corporations and financial institutions, and other entities. They include, for example, bank obligations, repurchase agreements, commercial paper, other corporate debt obligations and government debt obligations.

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

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. It can invest in various types of debt securities generally, referred to as "bonds," including long-term and short-term government bonds, corporate debt obligations, "structured" notes, participation interests in loans, "zero-coupon" or "stripped" securities, certain mortgage-related or asset-backed securities and other debt obligations.

Under normal market conditions, this Underlying Fund invests at least 80% of its net assets plus borrowings for investment purposes, in "bonds."

It typically invests in at least three countries other than the United States.

It invests in debt securities of issuers in both developed and emerging markets throughout the world.

It may buy securities issued by companies of any size or market capitalization range and at times might increase its emphasis on securities of issuers in a particular capitalization range.

It may invest in debt securities having short, intermediate or long maturities.

It can invest in rated or unrated securities. It does not limit its investments to a particular credit quality or rating category and can invest without limit in securities below investment-grade (commonly called "junk bonds"). Therefore, this Underlying Fund's credit risks are greater than those of funds that buy only investment-grade bonds.

The Fund may also use derivatives to seek increased returns or to try to manage investment risks. Options, forward contracts, futures contracts, swaps, and "structured" notes are examples of derivatives the Fund can use.

In selecting securities, this Underlying Fund's portfolio manager evaluates the overall investment opportunities and risks in individual national economies. The portfolio manager analyzes the business cycle in developed countries, and analyzes political factors and exchange rates in emerging market countries. The portfolio manager currently focuses on the following factors, which may vary in particular cases and may change over time:

Opportunities for higher yields than are available in U.S. markets, and

Opportunities in investments denominated in foreign currencies that compare favorably to the U.S. dollar.

INFORMATION AND SERVICES

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 (it is legally part of this prospectus).
ANNUAL AND SEMI-ANNUAL REPORTS. The Fund's Annual and Semi-Annual Reports provide additional information about the Fund's investments and performance. The Annual Report includes a discussion of market conditions and investment strategies that significantly affected the Fund's performance during its last fiscal year.

How to Request More Information

You can request the above documents, the notice explaining the Fund's privacy policy, and other information about the Fund, without charge, by:

Telephone:	Call OppenheimerFunds Services toll-free: 1.800.CALL OPP (225.5677)
Mail:	Use the following address for regular mail: OppenheimerFunds Services P.O. Box 5270 Denver, Colorado 80217-5270
	Use the following address for courier or express mail: OppenheimerFunds Services 12100 East Iliff Avenue Suite 300 Aurora, Colorado 80014
Internet:	You may request documents, and read or download certain documents at www.oppenheimerfunds.com

Information about the Fund including the Statement of Additional Information can be reviewed and copied at the SEC's Public Reference Room in Washington, D.C. Information on the operation of the Public Reference Room may be obtained by calling the SEC at 1.202.551.8090. Reports and other information about the Fund are available on the EDGAR database on the SEC's website at www.sec.gov. Copies may be obtained after payment of a duplicating fee by electronic request at the SEC's e-mail address: publicinfo@sec.gov or by writing to the SEC's Public Reference Section, Washington, D.C. 20549-1520.

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

The Fund's SEC File No.: 811-22120

SP0404.001.0510

Oppenheimer Portfolio Series
Fixed Income Active Allocation Fund

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

Statement of Additional Information dated May __, 2010

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 May __, 2010. 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: Special Sales Charge Arrangement and Waivers A-1
Appendix B: Ratings Definitions 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.

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.

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 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.

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 Rating Service ("S&P"),
Moody's Investors Service, Inc. ("Moody's"), 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 or lower than "BBB" by 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 buy time deposits, certificates of deposit,
and bankers' acceptances. Time deposits, other than overnight deposits,
may be subject to withdrawal penalties, and if so, they are deemed to be
"illiquid" investments.

Some of the Underlying Funds can purchase bank obligations that are fully
insured by the Federal Deposit Insurance Corporation. The FDIC generally
insures the deposits of member banks up to $250,000. Insured bank
obligations may have a limited market and a particular investment of this
type may be deemed "illiquid" unless the Board of Trustees of the
Underlying Fund determines that a readily-available market exists for that
particular obligation, or unless the obligation is payable at principal
amount plus accrued interest on demand or within seven days after demand.

|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 and Statement of Additional Information.

|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.

|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.

Some of the Underlying Funds' investments are investment-grade debt
securities and U.S. government securities. U.S. government securities,
although unrated, are generally considered to be equivalent to securities
in the highest rating categories. Investment-grade bonds are bonds 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.

Some of the Underlying Funds also buy non-investment-grade debt
securities (commonly referred to as "junk bonds"). "Lower-grade" debt
securities are those rated below "investment grade," which means they have
a rating lower than "Baa" by Moody's or lower than "BBB" by S&P or Fitch
or similar ratings by other nationally recognized 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 included in the limitation on the percentage of the Underlying
Fund' assets that can be invested in lower-grade securities.

|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.

"Lower-grade" debt securities are those rated below "investment
grade," which means they have a rating lower than "Baa" by Moody's or
lower than "BBB" by S&P or 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 such Underlying Fund buys them.

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 emphasize 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. Under U.S. tax laws,
passive foreign investment companies ("PFICs") are those foreign
corporations which generate primarily "passive" income. Passive
income is defined as any income that is considered foreign personal
holding company income under the Internal Revenue Code. For federal
tax purposes, a foreign corporation is deemed to be a PFIC if 75% or
more of its gross income during a fiscal year is passive income or
if 50% or more of its assets are assets that produce, or are held to
produce, passive income.

Subject to the limits under the Investment Company Act of 1940 (the
"Investment Company Act"), some of the Underlying Funds may invest
in foreign mutual funds to gain exposure to the securities of
companies in countries that limit or prohibit all direct foreign
investment. Foreign mutual funds are generally deemed to be PFICs,
since nearly all of the income of a mutual fund is passive income.
Some of the other foreign corporations that an Underlying Fund may
invest in may also be considered PFICs.

Federal tax laws impose severe tax penalties for failure to properly
report investment income from PFICs. The Fund makes every effort to
ensure compliance with federal tax reporting of these investments,
however the Fund may not realize that a foreign corporation it
invests in is a PFIC for federal tax purposes.

|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 specific limitations, if any, 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.

|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. The Fund may lend its
portfolio securities pursuant to a Securities Lending Agency Agreement
(the "Securities Lending Agreement") with Goldman Sachs Bank USA, doing
business as Goldman Sachs Agency Lending ("Goldman Sachs"), subject to the
restrictions stated in the Prospectus. The Fund will lend portfolio
securities to attempt to increase its income. Goldman Sachs has agreed, in
general, to guarantee the obligations of borrowers to return loaned
securities and to be responsible for certain expenses relating to
securities lending. Under the Securities Lending Agreement, the Fund's
securities lending procedures and applicable regulatory requirements
(which are subject to change), the Fund must receive collateral from the
borrower consisting of cash, bank letters of credit or securities of the
U.S. Government (or its agencies or instrumentalities). On each business
day, the amount of collateral that the Fund has received must at least
equal the value of the loaned securities. If the Fund receives cash
collateral from the borrower, the Fund may invest that cash in certain
high quality, short-term investments, including money market funds advised
by the Manager, specified in its securities lending procedures. The Fund
will be responsible for the risks associated with the investment of cash
collateral, including the risk that the Fund may lose money on the
investment or may fail to earn sufficient income to meet its obligations
to the borrower.

The terms of the Fund's portfolio loans must comply with all
applicable regulations and with the Fund's Securities Lending Procedures
adopted by the Board. The terms of the loans must permit the Fund to
recall loaned securities on five business days' notice and the Fund will
seek to recall loaned securities in time to vote on any matters that the
Manager determines would have a material effect on the Fund's investment.
The Securities Lending Agreement may be terminated by either Goldman Sachs
or the Fund on 30 days' written notice.

To raise cash for income or liquidity purposes, the Underlying Funds
may also 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
Fund's loans of portfolio securities, refer to the Statement of Additional
Information for each Underlying Fund.

|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's or the
Underlying Funds' Manager believes it is otherwise appropriate to reduce
holdings in stocks, the Fund and the Underlying Funds may invest in a
variety of debt securities for defensive purposes. The Fund and the
Underlying Funds may 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.

Master Loan Fund

o The Fund cannot issue "senior securities," except as permitted under
the Investment Company Act. This limitation does not prohibit certain
investment activities for which assets of the Fund are designated as
segregated, or margin, collateral or escrow arrangements are established,
to cover the related obligations. Examples of those activities include
borrowing money, reverse repurchase agreements, delayed-delivery and
when-issued arrangements for portfolio securities transactions, and
contracts to buy or sell derivatives.

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 underwrite securities of other companies. A
permitted exception is in case the Fund is deemed to be an underwriter
under the Securities Act when reselling any securities held in its own
portfolio.

o The Fund cannot invest 25% or more of its total assets in securities
of issuers having their principal business activities in the same
industry. The Fund can invest 25% or more of its total assets and can
invest up to 100% of its total assets in securities of issuers in the
group of financial services industries, which under the Fund's
currently-used industry classifications include the following industries
(this group of industries and the Fund's industry classifications can be
changed by the Fund without shareholder approval): banks, bank holding
companies, commercial finance, consumer finance, diversified financial,
insurance, savings and loans, and special purpose financial. For the
purpose of this investment restriction, the term "issuer" includes the
borrower under a loan, the agent bank for a loan, and any intermediate
participant in the loan interposed between the borrower and the Fund. The
percentage limitation in this investment restriction does not apply to
securities issued or guaranteed by the U.S. government or its agencies and
instrumentalities. For the purposes of interpreting this investment
restriction, each foreign national government is treated as an "industry"
and utilities are divided according to the services they provide.

o The Fund cannot buy or sell real estate. However, the Fund can
purchase securities secured by real estate or interests in real estate, or
issued by issuers (including real estate investment trusts) that invest in
real estate or interests in real estate. The Fund may hold and sell real
estate as acquired as a result of the Fund's ownership of securities.

o The Fund cannot buy or sell commodities or commodity contracts.
However, the Fund can buy and sell derivative instruments, such as futures
contracts, options and swaps.

o The Fund cannot make loans to other persons. However, the Fund can
invest in loans (including by direct investments as an original lender or
purchasing assignments or participation interests) and other debt
obligations in accordance with its investment objective and policies. The
Fund may also lend its portfolio securities and may purchase securities
subject to repurchase agreements.

o The Fund cannot buy securities on margin. However, the Fund can
make margin deposits in connection with its use of derivative instruments
and hedging instruments.

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 its semi-annual report to shareholders, its annual
reports to shareholders, or in the Statements of Investments on
Form N-Q. Those documents are publicly available at the SEC. In
addition, the top 20 month-end holdings for each Fund or
Underlying Fund 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 Funds or
Underlying Funds 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.

Until publicly disclosed, the Fund's or Underlying Funds' portfolio
holdings are proprietary, confidential business information. While
recognizing the importance of providing Fund shareholders with information
about their Fund's investment and providing portfolio information to a
variety of third parties to assist with the management, distribution and
administrative process, the need for transparency must be balanced against
the risk that third parties who gain access to the Fund's 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 managers are 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, Deputy General Counsel 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 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, Financial
Industry Regulatory Authority ("FINRA"), state securities
regulators, and/or foreign securities authorities, including
without limitation requests for information in inspections or for
position reporting purposes),
o To potential sub-advisers of portfolios (pursuant to confidentiality
agreements),
o To consultants for retirement plans for plan sponsors/discussions at
due diligence meetings (pursuant to confidentiality agreements),
o Investment bankers in connection with merger discussions (pursuant
to confidentiality agreements).

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

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 Sundal Collier Fortis Securities Ned Davis Research Group
Advisor Asset Management Fox-Pitt, Kelton, Inc. Needham & Company
Alforma Capital Markets Fraser Mackenzie Neue Zurcher Bank
Altrushare Friedman, Billings, Ramsey Nomura Securities
International, Inc.
Altus Investment Management FTN Equity Capital Markets Numis Securities Inc.
Corporation
American Technology Garp Research & Securities Oddo Securities
Research
Auerbach Grayson & Company George K. Baum & Company Omgeo LLC
Banc of America Securities GMP Securities L.P. Oppenheimer & Co., Inc.
Barclays Capital Goldman Sachs & Company Pacific Crest
Barnard Jacobs Mellet Good Morning Securities Paradigm Capital
BB&T Capital Markets Goodbody Stockbrokers Petercam/JPP Eurosecurities
Belle Haven Investments, Handelsbanken Markets Piper Jaffray Company
Inc. Securities
Beltone Financial Helvea Inc. Prager Sealy & Company
Bergen Capital Hewitt R. Seelaus & Co., Inc.
Bloomberg HJ Sims & Co., Inc. Ramirez & Company
BMO Capital Markets Howard Weil Raymond James &
Associates, Inc.
BNP Paribas HSBC Securities RBC Capital Markets
Brean Murray Carret & Hyundai Securities America, RBC Dain Rauscher
Company Inc.
Brown Brothers Harriman & ICICI Securities Inc. Redburn Partners
Company
Buckingham Research Group Interactive Data Renaissance Capital
Cabrera Capital Intermonte RiskMetrics Group
Callan Associates Investec Securities Robert W. Baird & Company
Cambridge Associates Janco Partners Rocaton
Canaccord Adams, Inc. Janney Montgomery Scott LLC Rogers Casey
Caris & Company Jefferies & Company Roosevelt & Cross
Carnegie Jennings Capital Inc. Royal Bank of Scotland
Cazenove Jesup & Lamont Securities Russell/Mellon
Cheuvreux JMP Securities RV Kuhns
Citigroup Johnson Rice & Company Sal Oppenheim
Cleveland Research Company JPMorgan Chase Salman Partners
CLSA Kaupthing Securities Inc. Samsung Securities
Cogent Keefe, Bruyette & Woods, Inc. Sandler Morris Harris Group
Collins Stewart Keijser Securities N.V. Sandler O'Neill & Partners
Commerzbank Kempen & Co. USA Inc. Sanford C. Bernstein &
Company, LLC
Contrarian Capital Kepler Capital Markets Santander Securities
Management, LLC
Cormark Securities KeyBanc Capital Markets Scotia Capital
Cowen & Company KPMG LLP Seattle-Northwest
Securities
Craig-Hallum Capital Group Kotak Mahindra Inc Sidoti & Company LLC
LLC
Credit Suisse Lazard Capital Siebert Brandford Shank &
Company
Crews & Associates LCG Associates Simmons & Company
D.A. Davidson & Company Lebenthal & Company Societe Generale
Daewoo Securities Leerink Swann Standard & Poor's
Dahlman Rose & Company Lipper Sterne Agee
Daiwa Securities Loop Capital Markets Stifel, Nicolaus & Company
Davy Macquarie Securities Stone & Youngberg
DeMarche MainFirst Bank AG SunGard
DEPFA First Albany MassMutual Suntrust Robinson Humphrey
Corporation
Desjardins Securities Mediobanca Securities USA LLC SWS Group, Inc.
Deutsche Bank Merrill Lynch & Company, Inc. Thomas Weisel Partners
Dougherty and Company LLC Merrion Stockbrokers Ltd ThomsonReuters LLC
Dowling Partners Mesirow Financial Troika Dialog
Dresdner Kleinwort MF Global Securities UBS
Duncan Williams Mirae Asset Securities UOB Kay Hian (U.S.) Inc.
Dundee Securities Mitsubishi Financial Vining & Sparks
Securities
DZ Financial Markets Mizuho Securities USA Vontobel Securities Ltd
Edelweiss Securities Ltd. ML Stern Wachovia Securities
Corporation
Emmet & Co., Inc. Morgan Keegan Watson Wyatt
Empirical Research Morgan Stanley Wedbush Morgan Securities
Enam Securities Morningstar Weeden & Company
Enskilda Securities Motil Oswal Securities West LB
Evaluation Associates MSCI Barra WH Mell & Associates

How the Fund is Managed

Organization and History. 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.
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.

Class Y Share Availability. Class Y shares are offered to fee-based
clients of dealers that have a special agreement with the Distributor to
offer these shares, and through certain institutional investors who have a
special agreement with the Distributor.

Class A to Class Y Voluntary Conversion. For shareholders who currently
hold Class A shares but are authorized to purchase Class Y, those
shareholders can convert existing Class A shares to Class Y shares of the
same fund either through their dealer who has a special agreement with the
Distributor or by submitting written instructions to the Transfer Agent.
Under current interpretations of applicable federal income tax law by the
Internal Revenue Service, this voluntary conversion of Class A to Class Y
shares is not treated as a taxable event. If those laws or the IRS
interpretation of those laws should change, this voluntary conversion
feature may be suspended.

|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 overseeing the Fund. The Board
is led by William L. Armstrong, an independent trustee, who is not an
"interested person" of the Fund, as that term is defined in the Investment
Company Act of 1940. The Board meets periodically throughout the year to
oversee the Fund's activities, including to review its performance,
oversee potential conflicts that could affect the Fund, and review the
actions of the Manager. With respect to its oversight of risk, the Board
relies on reports and information received from various parties, including
OFI, internal auditors, the Fund's Chief Compliance Officer, the Fund's
outside auditors and Fund counsel. It is important to note that, despite
the efforts of the Board and of the various parties that play a role in
the oversight of risk, it is likely that not all risks will be identified
or mitigated.

The Board has an Audit Committee, a Review Committee and a Governance
Committee. Each of the Committees is comprised solely of Trustees who are
not "interested persons" under the Investment Company Act (the
"Independent Trustees").

During the Fund's fiscal year ended January 31, 2010, the Audit
Committee held __ meetings, the Review Committee held __ meetings and the
Governance Committee held __ meetings.

The members of the Audit Committee are George C. Bowen (Chairman),
Edward L. Cameron, 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 members of the Review Committee are Sam Freedman (Chairman), Jon
S. Fossel, Richard F. Grabish and Beverly L. Hamilton. Among other duties,
as set forth in the Review Committee's Charter, the Review Committee
reviews Fund performance and expenses as well as oversees several of the
Fund's principal service providers and certain policies and procedures of
the Fund.

The members of the Governance Committee are Robert J. Malone
(Chairman), William Armstrong, Edward L. Cameron, 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 Fund governance 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 has not established specific
qualifications that it believes must be met by a nominee. In evaluating
nominees, the Governance Committee considers, among other things, an
individual's background, skills and experience, whether the individual is
an "interested person" as defined in the Investment Company Act; and
whether individual would be deemed an "audit committee financial expert"
within the meaning of applicable SEC rules. The Governance Committee also
considers whether the individual's background, skills and experience will
complement the background, skills and experience of other
[Directors/Trustees] and will contribute to the Board's diversity. 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 it will
recommend to the Board and the 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.

Below is a brief discussion of the specific experience,
qualifications attributes or skills of each Board member that led the
Board to conclude that he or she should serve as a Trustee of the Fund.

Each independent trustee has served on the Board for the number of
years listed below, during the course of which he or she has become
familiar with the Fund's (and other Oppenheimer funds') financial,
accounting, regulatory and investment matters and has contributed to the
Board's deliberations. Each Trustee's outside professional experience is
outlined in the of Biographical Information, below.

Trustees and Officers of the Fund. Except for Mr. Glavin, each of the
Trustees is an Independent Trustee. All of the Trustees are also trustees
or directors of the following Oppenheimer funds (referred to as "Denver
Board Funds") except for Mr. Grabish, who serves as Trustee for only the
following funds: Oppenheimer Core Bond Fund, Oppenheimer Limited-Term
Government Fund, Panorama Series Fund, Inc., Oppenheimer Principal
Protected Trust, Oppenheimer Principal Protected Trust II, Oppenheimer
Principal Protected Trust III, Oppenheimer Senior Floating Rate Fund,
Oppenheimer Portfolio Series Fixed Income Active Allocation Fund,
Oppenheimer Master Event-Linked Bond Fund, LLC and Oppenheimer Master Loan
Fund, LLC:

Oppenheimer Portfolio Series Fixed Income
Oppenheimer Capital Income Fund Active Allocation Fund
Oppenheimer Cash Reserves Oppenheimer Principal Protected Trust
Oppenheimer Champion Income Fund Oppenheimer Principal Protected Trust II
Oppenheimer Commodity Strategy Total
Return Fund Oppenheimer Principal Protected Trust III
Oppenheimer Equity Fund, Inc. Oppenheimer Senior Floating Rate Fund
Oppenheimer Integrity Funds Oppenheimer Strategic Income Fund
Oppenheimer International Bond Fund Oppenheimer Variable Account Funds
Oppenheimer Limited-Term Government Fund Panorama Series Fund, Inc.
Oppenheimer Main Street Funds, Inc.
Oppenheimer Main Street Opportunity Fund
Oppenheimer Main Street Small Cap Fund
Oppenheimer Master Event-Linked Bond
Fund LLC
Oppenheimer Master Loan Fund, LLC
Oppenheimer Municipal Fund

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. Present or former officers,
directors, trustees and employees (and their eligible family members) of
the Fund, the Manager and its affiliates, its parent company and the
subsidiaries of its parent company, and retirement plans established for
the benefit of such individuals, are also permitted to purchase Class Y
shares of the Oppenheimer funds that offer Class Y shares.

Messrs. Steinmetz, Edwards, Glavin, Legg, Keffer, Petersen, Vandehey,
Wixted and Zack and Mss. Bullington, Bloomberg, Ives and Ruffle, who are
officers of the Fund, hold the same offices with one or more of the other
Denver Board Funds. As of May __, 2010, 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 Denver Board 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 Denver Board 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, 2009
---------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------
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: 73 (since 1984); Chairman, Broadway Ventures
(since 1984); Director of Helmerich & Payne,
Inc. (oil and gas drilling/production
company) (since 1992), former Director of
Campus Crusade for Christ (non-profit)
(1991-2008); 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 35 portfolios in
the OppenheimerFunds complex. Mr. Armstrong
has served on the Board for 11 years, during
the course of which he has become familiar
with the Fund's (and other Oppenheimer
funds') financial, accounting, regulatory and
investment matters and has contributed to the
Board's deliberations.
---------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------
George C. Bowen, Assistant Secretary and Director of None Over
Trustee since 2007 Centennial Asset Management Corporation $100,000
Age: 73 (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 35 portfolios in the
OppenheimerFunds complex. Mr. Bowen has
served on the Board for 12 years, during the
course of which he has become familiar with
the Fund's (and other Oppenheimer funds')
financial, accounting, regulatory and
investment matters and has contributed to the
Board's deliberations.
---------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------
Edward L. Cameron, Member of The Life Guard of Mount Vernon None Over
Trustee since 2007 (George Washington historical site) (June $100,000
Age: 71 2000 - May 2006); Partner of
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 35
portfolios in the OppenheimerFunds complex.
Mr. Cameron has served on the Board for 11
years, during the course of which he has
become familiar with the Fund's (and other
Oppenheimer funds') financial, accounting,
regulatory and investment matters and has
contributed to the Board's deliberations.
---------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------
Jon S. Fossel, Chairman of the Board (since2006 and Director None Over
Trustee since 2007 (since June 2002)of UNUMProvident (insurance $100,000
Age: 68 company); Director of Northwestern 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 February 2005 and
February 2007); 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
35 portfolios in the OppenheimerFunds
complex. Mr. Fossel has served on the Board
for 20 years, during the course of which he
has become familiar with the Fund's (and
other Oppenheimer funds') financial,
accounting, regulatory and investment matters
and has contributed to the Board's
deliberations.
---------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------
Sam Freedman, Director of Colorado UpLift (charitable None Over
Trustee since 2007 organization) (since September 1984). Mr. $100,000
Age: 69 Freedman held several positions with the
Manager and with subsidiary or affiliated
companies of the Manager (until October
1994). Oversees 35 portfolios in the
OppenheimerFunds complex. Mr. Freedman has
served on the Board for 14 years, during the
course of which he has become familiar with
the Fund's (and other Oppenheimer funds')
financial, accounting, regulatory and
investment matters and has contributed to the
Board's deliberations.
---------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------
Richard F. Grabish, Formerly Senior Vice President and Assistant None Over
Trustee since 2001 Director of Sales and Marketing (March $100,000
Age: 61 1997-December 2007), Director (March
1987-December 2007) and Manager of Private
Client Services (June 1985-June 2005) of A.G.
Edwards & Sons, Inc. (broker/dealer and
investment firm); Chairman and Chief
Executive Officer of A.G. Edwards Trust
Company, FSB (March 2001-December 2007);
President and Vice Chairman of A.G. Edwards
Trust Company, FSB (investment adviser)
(April 1987-March 2001); President of A.G.
Edwards Trust Company, FSB (investment
adviser) (June 2005-December 2007). Oversees
14 portfolios in the OppenheimerFunds
complex. Mr. Grabish has served on the Board
for 9 years, during the course of which he
has become familiar with the Fund's (and
other Oppenheimer funds') financial,
accounting, regulatory and investment matters
and has contributed to the Board's
deliberations.
---------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------
Beverly L. Hamilton, Trustee of Monterey Institute for None None
Director since 2007 International Studies (educational
Age: 63 organization) (since February 2000); Board
Member of Middlebury College (educational
organization) (since December 2005); Director
of The California Endowment (philanthropic
organization) (April 2002-April 2008);
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
35 portfolios in the OppenheimerFunds
complex. Ms. Hamilton has served on the Board
for 8 years, during the course of which she
has become familiar with the Fund's (and
other Oppenheimer funds') financial,
accounting, regulatory and investment matters
and has contributed to the Board's
deliberations.
---------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------
Robert J. Malone, Board of Directors of Opera Colorado None Over
Trustee since 2007 Foundation (non-profit organization) (since $100,000
Age: 65 March 2008); Director of Jones Knowledge,
Inc. (since 2006); Director of Jones
International 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 35 portfolios in the
OppenheimerFunds complex. Mr. Malone has
served on the Board for 8 years, during the
course of which he has become familiar with
the Fund's (and other Oppenheimer funds')
financial, accounting, regulatory and
investment matters and has contributed to the
Board's deliberations.
---------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------
F. William Trustee Emeritus of Worcester Polytech None Over
Marshall, Jr., Institute (WPI) (private university) (since $100,000
Trustee since 2007 2009); Trustee of MassMutual Select Funds
Age: 67 (formerly MassMutual Institutional Funds)
(investment company) (since 1996) and MML
Series 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 37 portfolios in
the OppenheimerFunds complex.* Mr. Marshall
has served on the Board for 10 years, during
the course of which he has become familiar
with the Fund's (and other Oppenheimer
funds') financial, accounting, regulatory and
investment matters and has contributed to the
Board's deliberations.
---------------------------------------------------------------------------------------------
* 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. Glavin 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.
Glavin is Two World Financial Center, 225 Liberty Street, 11th Floor, New
York, New York 10281-1008. Mr. Glavin 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 Denver Board 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, 2009
----------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------
William F. Chairman of the Manager (since December 2009); None Over
Glavin, Jr., Chief Executive Officer and Director of the $100,000
Trustee, Manager (since January 2009); President of the
President and Manager (since May 2009); Director of Oppenheimer
Principal Acquisition Corp. ("OAC") (the Manager's parent
Executive holding company) (since June 2009); Executive Vice
Officer since President (March 2006 - February 2009) and Chief
2009 Operating Officer (July 2007 - February 2009) of
Age: 51 Massachusetts Mutual Life Insurance Company (OAC's
parent company); Director (May 2004 - March 2006)
and Chief Operating Officer and Chief Compliance
Officer (May 2004 - January 2005), President
(January 2005 - March 2006) and Chief Executive
Officer (June 2005 - March 2006) of Babson Capital
Management LLC); Director (March 2005 - March
2006, President (May 2003 - March 2006) and Chief
Compliance Officer (July 2005 - March 2006) of
Babson Capital Securities, Inc. (a broker-dealer);
President (May 2003 - March 2006) of Babson
Investment Company, Inc.; Director (May 2004 -
August 2006) of Babson Capital Europe Limited;
Director (May 2004 - October 2006) of Babson
Capital Guernsey Limited; Director (May 2004 -
March 2006) of Babson Capital Management LLC;
Non-Executive Director (March 2005 - March 2007)
of Baring Asset Management Limited; Director
(February 2005 - June 2006) Baring Pension
Trustees Limited; Director and Treasurer (December
2003 - November 2006) of Charter Oak Capital
Management, Inc.; Director (May 2006 -September
2006) of C.M. Benefit Insurance Company; Director
(May 2008 -June 2009) and Executive Vice President
(June 2007 -July 2009) of C.M. Life Insurance
Company; President (March 2006 -May 2007) of
MassMutual Assignment Company; Director (January
2005 -December 2006), Deputy Chairman (March 2005
-December 2006) and President (February 2005
-March 2005) of MassMutual Holdings (Bermuda)
Limited; Director (May 2008 -June 2009) and
Executive Vice President (June 2007 - July 2009)
of MML Bay State Life Insurance Company; Chief
Executive Officer and President (April 2007
-January 2009) of MML Distributors, LLC.; and
Chairman (March 2006 -December 2008) and Chief
Executive Officer (May 2007 -December 2008) of MML
Investors Services, Inc. Oversees 63 portfolios as
a Trustee and 94 portfolios as an Officer in the
OppenheimerFunds complex.
----------------------------------------------------------------------------------------------

The address of the Officers in the chart below is as follows: for
Messrs. Steinmetz, Edwards, Keffer and Zack, and Mss. Bloomberg and
Ruffle, Two World Financial Center, 225 Liberty Street, 11th Floor, New
York, NY 10281-1008, for Messrs. Legg, Petersen, Vandehey, and Wixted and
Mss. Bullington Ives, 6803 S. Tucson Way, Centennial, CO 80112-3924. Each
Officer serves for an indefinite term, which would end: (a) upon the
request of the Board, (b) if he or she is no longer an officer of the
Manager, (c) if a material change in his or her duties occurs that are
inconsistent with a position as officer the Fund, or (d) upon his or her
resignation, retirement, or death.

--------------------------------------------------------------------------------------
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, Chief Investment Officer of Fixed Income of the Manager
Vice President and (since April 2009); Senior Vice President of the Manager
Portfolio Manager (since March 1993) and of HarbourView Asset Management
since 2007 Corporation (since March 2000); an officer of other
Age: 50 portfolios in the OppenheimerFunds complex.
--------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------
Thomas W. Keffer, Senior Vice President of the Manager (since March 1997);
Vice President and Director of Investment Brand Management (since November
Chief Business Officer 1997); Senior Vice President of OppenheimerFunds
since Distributor, Inc. (since December 1997). An officer of 94
2009 portfolios in the OppenheimerFunds complex.
Age: 54
--------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------
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: 59 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 94 portfolios in the OppenheimerFunds
complex.
--------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------
Brian W. Wixted, Senior Vice President of the Manager (since March 1999);
Treasurer and Treasurer of the Manager and the following: HarbourView
Principal Financial & Asset Management Corporation, Shareholder Financial
Accounting Officer Services, Inc., Shareholder Services, Inc., Oppenheimer Real
since 2007 Asset Management, Inc. and Oppenheimer Partnership Holdings,
Age: 50 Inc. (March 1999-June 2008), OFI Private Investments, Inc.
(March 2000-June 2008), 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 (March 1999-June 2008),
Centennial Asset Management Corporation (March 1999-October
2003) and OppenheimerFunds Legacy Program (April 2000-June
2003). An officer of 94 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: 39 the Manager (November 1998-July 2002). An officer of 94
portfolios in the OppenheimerFunds complex.
--------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------
Stephanie Bullington, Vice President of the Manager (since January 2010);
Assistant Treasurer Assistant Vice President of the Manager (October
since 2008 2005-January 2010); Assistant Vice President of ButterField
Age: 33 Fund Services (Bermuda) Limited, part of The Bank of N.T.
Butterfield & Son Limited (Butterfield) (February 2004-June
2005); Fund Accounting Officer of Butterfield Fund Services
(Bermuda) Limited (September 2003-February 2004). An officer
of 94 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: 61 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 94 portfolios in the OppenheimerFunds complex.
--------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------
Lisa I. Bloomberg, Vice President (since 2004) and Deputy General Counsel
Assistant Secretary (since May 2008) of the Manager; Associate Counsel of the
since 2007 Manager (May 2004-May2008) First Vice President (April
Age: 42 2001-April 2004), Associate General Counsel (December
2000-April 2004) An officer of 94 portfolios in the
OppenheimerFunds complex.
--------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------
Kathleen T. Ives, Senior Vice President (since May 2009), Deputy General
Assistant Secretary Counsel (since May 2008) and Assistant Secretary (since
since 2007 October 2003) of the Manager; Vice President (since 1999)
Age: 44 and Assistant Secretary (since October 2003) of the
Distributor; Assistant Secretary of Centennial Asset
Management Corporation (since October 2003); Vice President
and Assistant Secretary of Shareholder Services, Inc. (since
1999); Assistant Secretary of OppenheimerFunds Legacy
Program and Shareholder Financial Services, Inc. (since
December 2001); Vice President (June 1998-May 2009); Senor
Counsel of the Manager (October 2003-May 2008). An officer
of 94 portfolios in the OppenheimerFunds complex.
--------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------
Taylor V. Edwards, Vice President and Assistant Counsel of the Manager (since
Assistant Secretary February 2007); Assistant Vice President and Assistant
since 2008 Counsel of the Manager (January 2006-February 2007);
Age : 42 Formerly an Associate at Dechert LLP (September
2000-December 2005). An officer of 94 portfolios in the
OppenheimerFunds complex.
--------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------
Randy G. Legg, Vice President (since June 2005) and Associate Counsel
Assistant Secretary (since January 2007) of the Manager Assistant Vice President
since 2008 (February 2004-June 2005) and Assistant Counsel (February
Age : 44 2004-January 2007) of the Manager. An officer of 94
portfolios in the OppenheimerFunds complex.
--------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------
Adrienne M. Ruffle, Vice President (since February 2007) and Assistant Counsel
Assistant Secretary (since February 2005) of the Manager; Assistant Vice
since 2008 President of the Manager (February 2005-February 2007);
Age : 31 Associate (September 2002-February 2005) at Sidley Austin
LLP. An officer of 94 portfolios in the OppenheimerFunds
complex.
--------------------------------------------------------------------------------------

Remuneration of the Officers and Trustees. The officers and the
Interested Trustee of the Fund, who are affiliated with the Manager,
receive no salary or fee from the Fund. The Independent Trustees
compensation shown below from the Fund for serving as a Trustee and member
of a committee (if applicable), with respect to the Fund's fiscal year
ended January 31, 2010. 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, 2009.

----------------------------------------------------------------------------------
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) 2009 December 31, 2009
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
William L. Armstrong $ $267,000
Chairman of the Board and
Governance Committee Member
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
George C. Bowen $ $214,800
Audit Committee Chairman
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Edward L. Cameron
Audit Committee Member and $ $174,000
Governance Committee Member
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Jon S. Fossel $ $174,000
Review Committee Member
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Sam Freedman $ $206,100
Review Committee Chairman
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Richard Grabish(3) $ $32,410
Review Committee Member
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Beverly Hamilton
Review Committee Member and $ (4) $174,281
Governance Committee Member
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Robert J. Malone
Governance Committee Chairman
and $ (5) $200,100
Audit Committee Member
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
F. William Marshall, Jr.
Audit Committee Member and $ $280,050(4)
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 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. Mr. Grabish serves as Trustee for only the following funds:
Centennial Government Trust, Centennial Money Market Trust, Oppenheimer
Core Bond Fund, Oppenheimer Limited Term Government Fund, Panorama
Series Fund, Inc., Oppenheimer Principal Protected Trust, Oppenheimer
Principal Protected Trust II, Oppenheimer Principal Protected Trust
III, Oppenheimer Senior Floating Rate Fund, Oppenheimer Portfolio
Series Fixed Income Active Allocation Fund, Oppenheimer Master
Event-Linked Bond Fund, LLC and Oppenheimer Master Loan Fund, LLC.
4. Includes $___ deferred by Ms. Hamilton under the "Compensation
Deferral Plan" described below.
5. Includes $123,750 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 May __, 2010, the only persons or entities
who owned of record or were known by the Fund to own beneficially 5% or
more of any class of the Fund's outstanding shares were:

Pershing LLC, P.O. Box 2052, Jersey City, NJ 07303-9998, which owned
__________ Class A shares (____% of the Class A shares then outstanding).

MLPF&S for the sole benefit of its customers, Attn Fund Admn, 4800 Deer
Lake Drive East, Floor 3, Jacksonville, FL 32246494, which owned
__________ Class N shares (____% of the Class N shares then outstanding).

RPSS TR Rollover IRA, FBO Frank M. Shabel, 11535 Forest Lake Drive, Rolla,
MO 65401-7305, which owned __________ Class N shares (____% of the Class N
shares then outstanding).

RPSS TR Single K, Tom Cox Business Consulting, FBO Thomas B. Cox, 2850 SW
Cedar Hill Blvd #357, Beaverton, OR 97005-1354, which owned __________
Class N shares (____% of the Class N shares then outstanding).

RPSS TR, ASPA Management 401(k) Plan, Attn Joanne Bulka, 239B East Main
Street, Patchogue, NY 11772-3105, which owned __________ Class N shares
(____% of the Class N shares then outstanding.

Taynik & Co., C/O Investors Bank & Trust FPG90, P.O. Box 9130, Boston, MA
02117-9130, which owned __________ Class Y shares (____% of the Class Y
shares then outstanding).

NFS LLC FEBO, NFS/FMTC Simple IRA, Parrott Funeral Home, FBO Timothy
Parrott, 339 Trickum Creek Road, Tyrone, GA 30290, which owned __________
Class Y shares (____% of the Class Y shares then outstanding).

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
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 held by a Fund
("portfolio proxies"). OFI generally undertakes to vote portfolio proxies
with a view to enhancing the value of the company's stock held by a Fund.
Each Underlying Fund has retained an independent third party proxy voting
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 material conflicts
of interest 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 procedures as long as OFI determines
that the course of action is consistent with the best interests of the
Fund and its shareholders: (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; (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; and (3) 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 evaluates director nominees on a case-by-case
basis, examining the following factors, among others: composition
of the board and key board committees, experience and
qualifications, attendance at board meetings, corporate governance
provisions and takeover activity, long-term company performance and
the nominee's investment in the company.
o Each Underlying Fund generally supports proposals requiring the
position of chairman to be filled by an independent director unless
there are compelling reasons to recommend against the proposal such
as a counterbalancing governance structure.
o Each Underlying Fund generally supports proposals asking that a
majority of directors be independent. Each Underlying Fund
generally supports proposals asking that a board audit,
compensation, and/or nominating committee be composed exclusively of
independent directors.
o Each Underlying Fund generally 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 generally supports proposals to allow
shareholders the ability to call special meetings.
o Each Underlying Fund generally supports proposals to allow or make
easier shareholder action by written consent.
o Each Underlying Fund generally votes against proposals to create a
new class of stock with superior voting rights.
o Each Underlying Fund generally votes against proposals to classify a
board.
o Each Underlying Fund generally supports proposals to eliminate
cumulative voting.
o Each Underlying Fund generally opposes re-pricing of stock options
without shareholder approval.
o Each Underlying Fund generally supports proposals to require
majority voting for the election of directors.
o Each Underlying Fund generally supports proposals seeking additional
disclosure of executive and director pay information.
o Each Underlying Fund generally supports proposals seeking disclosure
regarding the company's, board's or committee's use of compensation
consultants.
o Each Underlying Fund generally supports "pay-for-performance"
proposals that align a significant portion of total compensation of
senior executives to company performance.
o Each Underlying Fund generally supports having shareholder votes on
poison pills.
o Each Underlying Fund generally supports proposals calling for
companies to adopt a policy of not providing tax gross-up payments.
o In the case of social, political and environmental responsibility
issues, the Underlying Fund will generally abstain where there
could be a detrimental impact on share value or where the
perceived value if the proposal was adopted is unclear or
unsubstantiated. The Underlying Fund generally supports
proposals that would clearly have a discernible positive impact
on short- or long-term share value, or that would have a
presently indiscernible impact on short- or long-term share value
but promotes general long-term interests of the company and its
shareholders.

The Fund, and each Underlying Fund, is 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 management fees paid by the Fund to the
Manager during its last three fiscal years were:

---------------------------------------------------------------------------------
Fiscal Year ended 01/31 Management Fee Paid to OppenheimerFunds, Inc.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
2008 $702
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
2009 $13,033
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
2010 $
---------------------------------------------------------------------------------

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.

Pending Litigation. Since 2009, a number of lawsuits have been filed in
federal courts against the Manager, the Distributor, and certain mutual
funds ("Defendant Funds") advised by the Manager and distributed by the
Distributor (but not against the Fund). The lawsuits naming the Defendant
Funds also name as defendants certain officers, trustees and former
trustees of the respective Defendant Funds. The plaintiffs seek class
action status on behalf of purchasers of shares of the respective
Defendant Fund during a particular time period. The lawsuits raise claims
under federal securities laws alleging that, among other things, the
disclosure documents of the respective Defendant Fund contained
misrepresentations and omissions, that such Defendant Fund's investment
policies were not followed, and that such Defendant Fund and the other
defendants violated federal securities laws and regulations. The
plaintiffs seek unspecified damages, equitable relief and an award of
attorneys' fees and litigation expenses.

In 2009, lawsuits were filed in state court against the Manager and
a subsidiary (but not against the Fund), on behalf of the New Mexico
Education Plan Trust. These lawsuits allege breach of contract, breach of
fiduciary duty, negligence and violation of state securities laws, and
seek compensatory damages, equitable relief and an award of attorneys'
fees and litigation expenses.

Other lawsuits have been filed since 2008 in various state and
federal courts, against the Manager and certain of its affiliates. Those
lawsuits were filed by investors who made investments through an affiliate
of the Manager, and relate to the alleged investment fraud perpetrated by
Bernard Madoff and his firm ("Madoff"). Those suits allege a variety of
claims, including breach of fiduciary duty, fraud, negligent
misrepresentation, unjust enrichment, and violation of federal and state
securities laws and regulations, among others. They seek unspecified
damages, equitable relief and an award of attorneys' fees and litigation
expenses. None of the suits have named the Distributor, any of the
Oppenheimer mutual funds or any of their independent Trustees or Directors
as defendants. None of the Oppenheimer funds invested in any funds or
accounts managed by Madoff.

The Manager believes that the lawsuits described above are without legal
merit and is defending against them vigorously. The Defendant Funds'
Boards of Trustees have also engaged counsel to defend the suits brought
against those Funds and the Trustees named in those suits. While it is
premature to render any opinion as to the outcome in these lawsuits, or
whether any costs that the Defendant Funds may bear in defending the suits
might not be reimbursed by insurance, the Manager believes that these
suits should not impair the ability of the Manager or the Distributor to
perform their respective duties to the Fund, and that the outcome of all
of the suits together should not have any material effect on the
operations of any of the Oppenheimer funds.

Portfolio Manager. The Fund is managed by Arthur Steinmetz (the "Portfolio
Manager"). He is the person who is 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 Manager also manages 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 January 31, 2010:

-------------------------------------------------------------------------------
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 $ $ None None
-------------------------------------------------------------------------------
1. In millions
2. Does not include personal accounts of portfolio managers and their
families, which are subject to the Code of Ethics.

As indicated above, the Portfolio Manager also manages other funds.
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 Manager from favoring one client over another.
It is possible, of course, that those compliance procedures and the Code
of Ethics may not always be adequate to do so. At different times, the
Portfolio Manager may manage other funds or accounts with investment
objectives and strategies that are similar to those of the Fund, or may
manage funds or accounts with investment objectives and strategies that
are different from those of the Fund.

Compensation of the Portfolio Manager. The Fund's Portfolio Manager
is employed and compensated by the Manager, not the Fund. Under the
Manager's compensation program for its portfolio managers and portfolio
analysts, Fund performance is the most important element of compensation
with half of annual cash compensation based on relative investment
performance results of the funds or accounts they manage, rather than on
the financial success of the Manager. This is intended to align the
portfolio managers' and analysts' interests with the success of the funds
and accounts and their shareholders. The Manager's compensation structure
is designed to attract and retain highly qualified investment management
professionals and to reward individual and team contributions toward
creating shareholder value. As of January 31, 2010, each Portfolio
Manager's compensation consisted of three elements: a base salary, an
annual discretionary bonus and eligibility to participate in long-term
awards of options and stock appreciation rights in regard to the common
stock of the Manager's holding company parent, as well as restricted
shares of such common stock. Senior portfolio managers may also be
eligible to participate in the Manager's deferred compensation plan.

The base pay component of each portfolio manager is reviewed regularly to
ensure that it reflects the performance of the individual, is commensurate
with the requirements of the particular portfolio, reflects any specific
competence or specialty of the individual manager, and is competitive with
other comparable positions. The annual discretionary bonus is determined
by senior management of the Manager and is based on a number of factors,
including a fund's pre-tax performance for periods of up to five years,
measured against an appropriate Lipper benchmark selected by management.
The majority (80%) is based on three and five year data, with longer
periods weighted more heavily. Below median performance in all three
periods results in an extremely low, and in some cases no, performance
based bonus. Other factors considered include management quality (such as
style consistency, risk management, sector coverage, team leadership and
coaching) and organizational development. The Portfolio Manager's
compensation is not based on the total value of the Funds' portfolio
assets, although a Fund's investment performance may increase those
assets. The compensation structure is also intended to be internally
equitable and serve to reduce potential conflicts of interest between the
Fund and other funds managed by the Portfolio Manager. The compensation
structure of other portfolios managed by the Portfolio Manager is
different from the compensation structure of the Fund, described above. A
portion of the Portfolio Manager's compensation with regard to those
portfolios may, under certain circumstances, include an amount based in
part on the amount of the portfolios' management fee. The Portfolio
Manager's 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 January 31, 2010, the
Portfolio Manager did not beneficially own 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.

During the fiscal year ended January 31, 2010, 2009 and 2008, the
Fund executed no transactions and paid no commissions to firms that
provide research services.

Distribution and Service Plans

The Distributor. Under its General Distributor's Agreement with the Fund,
the Distributor acts as the Fund's principal underwriter in the continuous
public offering of the 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.

The sales charges and concessions paid to, or retained by, the Distributor
from the sale of shares and the contingent deferred sales retained by the
Distributor on the redemption of shares during the Fund's fiscal period
ended January 31, 2008 and fiscal years ended January 31, 2010 and 2009
are shown in the table below.

---------------------------------------------------------------------------------------------
Fiscal Year Aggregate Class A Concessions Concessions Concessions Concessions
Front-End Front-End
Sales Sales on Class A on Class B on Class C on Class N
Charges Charges Shares Shares Shares Shares
on Class A Retained by Advanced by Advanced by Advanced by Advanced by
Ended 1/31: Shares Distributor(1)Distributor(2Distributor(2)Distributor(2)Distributor
---------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------
2008 $9,511 $8,334 $0 $2,323 $3,525 $218
---------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------
2009 $191,957 $72,571 $35,265 $44,282 $27,706 $3,487
---------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------
2010 $ $ $ $ $ $
---------------------------------------------------------------------------------------------

1. Includes amounts retained by a broker-dealer that is an affiliate or a
parent of the Distributor.
2. The Distributor advances concession payments to financial
intermediaries for certain sales of Class A shares and for sales of
Class B, Class C and Class N shares from its own resources at the time
of sale.

----------------------------------------------------------------------------
Fiscal Year Class A Class B Class C Class N
Contingent Contingent Contingent Contingent
Deferred Sales Deferred Sales Deferred Deferred
Charges Charges Sales Charges Sales Charges
Retained by Retained by Retained by Retained by
Ended 1/31: Distributor Distributor Distributor Distributor
----------------------------------------------------------------------------
----------------------------------------------------------------------------
2008 $0 $0 $0 $0
----------------------------------------------------------------------------
----------------------------------------------------------------------------
2009 $2,177 $13,151 $3,986 $1,754
----------------------------------------------------------------------------
----------------------------------------------------------------------------
2010 $ $ $ $
----------------------------------------------------------------------------

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.

During the fiscal year ended January 31, 2010 payments under the
Class A plan totaled $______, of which $____ was retained by the
Distributor under the arrangements described above, regarding
grandfathered retirement accounts, and included $______ paid to an
affiliate of the Distributor's parent company. 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.

-------------------------------------------------------------------------------
Distribution and Service Fees Paid to the Distributor for the Fiscal Year
Ended 1/31/10
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
Total Payments Amount Retained Distributor's Distributor's
Aggregate Unreimbursed
Unreimbursed Expenses as %
Expenses of Net Assets
Under Plan by Distributor Under Plan of Class
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
Class B Plan $ (1) $ $ %
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
Class C Plan $ (2) $ $ %
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
Class N Plan $ (3) $ $ %
-------------------------------------------------------------------------------
1. Includes $__ paid to an affiliate of the Distributor's parent
company.
2. Includes $__ paid to an affiliate of the Distributor's parent
company.
3. Includes $___ paid to an affiliate of the Distributor's parent
company.

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

Types of payments to financial intermediaries include, without
limitation all or portions of the following, and/or the Fund, or an
investor buying or selling Fund shares may pay those discussed below:

o an initial front-end sales charge, all or a portion of which is
payable by the Distributor to financial intermediaries (see the
"About Your Account" section in the Prospectus);
o ongoing asset-based distribution and/or service fees (described in
the section "About the Fund - Distribution and Service (12b-1)
Plans" above);
o shareholder servicing expenses that are paid from Fund assets to
reimburse the Manager or the Distributor for Fund expenses they
incur for providing omnibus accounting, recordkeeping, networking,
sub-transfer agency or other administrative or shareholder services
(including retirement plan and 529 plan administrative services
fees).

In addition, the Manager or Distributor may, at their discretion, make the
following types of payments from their own respective resources, which may
include profits the Manager derives from investment advisory fees paid by
the Fund. Payments are made based on the guidelines established by the
Manager and Distributor, subject to applicable law. These payments are
often referred to as "revenue sharing" payments, and may include:

o compensation for marketing support, support provided in offering
shares in the Fund or other Oppenheimer funds through certain
trading platforms and programs, and transaction processing or other
services;
o other compensation to the extent the payment is not prohibited by
law or by any self-regulatory agency, such as FINRA.

Although brokers or dealers that sell Fund shares may also act as a
broker or dealer in connection with the purchase or sale of portfolio
securities by the Fund or other Oppenheimer funds, the Manager does not
consider a financial intermediary's sales of shares of the Fund or other
Oppenheimer funds when choosing brokers or dealers to effect portfolio
transactions for the Fund or 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; or
o firm support, such as business planning assistance, advertising, or
educating a financial intermediary's sales personnel about the
Oppenheimer funds and shareholder financial planning needs.

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 payments may exceed the cost of providing the services.
Certain of these payments are subject to limitations under applicable law.
Financial intermediaries may categorize and disclose these arrangements to
their clients and to members of the public in a manner different from the
disclosures in the Fund's Prospectus and this SAI. You should ask your
financial intermediary for information about any payments it receives from
the Fund, the Manager or the Distributor and any services it provides, as
well as the fees and commissions it charges.

For the year ended December 31, 20082009, the following financial
intermediaries and/or their respective affiliate (which is some cases are
broker-dealers) offered shares of the Oppenheimer funds and received
revenue sharing or similar distribution-related payments (subject to a
$5,000 annual minimum threshold) from the Manager or Distributor for
marketing or program support:

A.G. Edwards and Sons, Inc. MetLife Investors Insurance Company -
Security First
Advantage Capital Corporation MetLife Securities, Inc.
Aegon USA Minnesota Life Insurance Company
Aetna Life Insurance & Annuity Company MML Bay State Life Insurance Company
AIG Advisor Group, Inc. MML Investor Services, Inc.
AIG Life Variable Annuity Company MONY Life Insurance Company of America
Allianz Life Insurance Company Morgan Stanley & Co., Incorporated
Allstate Life Insurance Company Morgan Stanley Dean Witter
American General Annuity Insurance Company Morgan Stanley Smith Barney LLC
American Portfolios Financial Services Inc. Multi-Financial Securities Corporation
Ameriprise Advisor Services, Inc. Nathan and Lewis Securities, Inc.
Ameriprise Financial Services, Inc. National Planning Corporation
Ameritas Life Insurance Company National Planning Holdings, Inc.
Annuity Investors Life Insurance Company Nationwide Financial Services, Inc.
AXA Advisors, LLC New England Securities, Inc.
AXA Equitable Life Insurance Company New York Life Insurance and Annuity Company
Banc of America Investment Services, Inc. NFP Securities Inc.
Bank of New York Mellon North Ridge Securities Corp.
Cadaret Grant & Co. Northwestern Mutual Investment Services,
LLC
Cambridge Investment Research, Inc. NRP Financial, Inc.
CCO Investment Services Corporation Oppenheimer & Co. Inc.
Chase Investment Services Corporation Pacific Life Insurance Co.
Citigroup Global Markets, Inc. Park Avenue Securities LLC
CitiStreet Advisors LLC Pershing LLC
Citizens Bank of Rhode Island PFS Investments, Inc.
C.M. Life Insurance Company Phoenix Life Insurance Company
Columbus Life Insurance Company PlanMember Securities
Commonwealth Financial Network Prime Capital Services, Inc.
CUNA Brokerage Services, Inc. Primevest Financial Services, Inc.
CUNA Mutual Insurance Society Proequities, Inc.
CUSO Financial Services, LP Protective Life and Annuity Insurance
Company
E*TRADE Clearing LLC Protective Life Insurance Company
Edward D. Jones and Company, LP Pruco Securities, LLC
Essex National Securities, Inc. Prudential Investment Management Services,
Inc.
Federal Kemper Life Assurance Company Raymond James & Associates, Inc.
Financial Network Investment Corporation Raymond James Financial Services, Inc.
Financial Services Corporation RBC Capital Markets Corporation
First Clearing LLC RBC Dain Rauscher
First Global Capital Corporation Robert W. Baird & Co.
FSC Securities Corporation Royal Alliance Associates, Inc.
GE Financial Assurance Sagepoint Financial Advisors
GE Life and Annuity Company Securities America, Inc.
Genworth Financial, Inc. Securities Service Network
Glenbrook Life and Annuity Company Security Benefit Life Insurance Company
GPC Securities Inc. Sigma Financial Corp.
Great West Life Insurance Company Signator Investments, Inc.
Guardian Insurance & Annuity Company SII Investments, Inc.
H. Beck, Inc. Sorrento Pacific Financial LLC
H.D. Vest Investment Services, Inc. State Farm VP Management Corp.
Hartford Life & Annuity Insurance Company State Street Global Markets, LLC
Hartford Life Insurance Company Stifel, Nicolaus & Company, Inc.
Hewitt Associates LLC Sun Life Assurance Company of Canada (U.S.)
HSBC Securities Inc. Sun Life Financial Distributors, Inc.
IFC Holdings Inc. Sun Life Insurance and Annuity Company
(Bermuda) Ltd.
Independent Financial Group, LLC Sun Life Insurance and Annuity Company of
New York
ING Financial Advisers, LLC Sun Life Insurance Company
ING Financial Partners Sun Trust Securities, Inc.
ING Life Insurance & Annuity Co. Sunamerica Securities, Inc.
Invest Financial Corporation SunGard Institutional Brokerage Inc.
Investacorp, Inc. SunTrust Bank
Investment Centers of America Suntrust Investment Services, Inc.
Janney Montgomery Scott LLC Thrivent Financial for Lutherans
Jefferson Pilot Securities Corporation Thrivent Investment Management, Inc.
JJB Hillard W.L. Lyons, Inc. Towers Square Securities, Inc.
JP Morgan Securities, Inc. Transamerica Life Insurance Co.
Kemper Investors Life Insurance Company UBS Financial Services, Inc.
KMS Financial Services Inc. Union Central Life Insurance Company
Lasalle Street Securities LLC United Planners' Financial Services of
America
Legend Equities Corporation Uvest Investment Services
Lincoln Benefit National Life Valic Financial Advisors, Inc.
Lincoln Financial Advisors Corporation Vanderbilt Securities LLC
Lincoln Financial Securities Corporation VSR Financial Services, Inc.
Lincoln Investment Planning, Inc. Wachovia Securities, LLC
Lincoln National Life Insurance Company Walnut Street Securities, Inc.
LPL Financial Corporation Wells Fargo Advisors, LLC
Massachusetts Mutual Life Insurance Company Wells Fargo Investments, LLC
Massmutual Financial Group Wescom Financial Services
Merrill Lynch Pierce Fenner & Smith Inc. Woodbury Financial Services, Inc.
MetLife Investors Insurance Company

For the year ended December 31, 20082009, 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:

A.G. Edwards and Sons, Inc. LPL Financial Corporation
Acensus, Inc. Marshall & Ilsley Trust Company, Inc.
ACS HR Solutions LLC Massachusetts Mutual Life Insurance Company
ADP Broker-Dealer, Inc. Matrix Settlement & Clearance Services
Aetna Life Insurance & Annuity Company Mercer HR Services
Alliance Benefit Group Merrill Lynch Pierce Fenner & Smith Inc.
American Diversified Distribution, LLC Mesirow Financial, Inc.
American Funds Mid Atlantic Capital Co.
American United Life Insurance Co. Milliman, Inc.
Ameriprise Financial Services, Inc. Morgan Stanley & Co., Incorporated
Ameritrade, Inc. Morgan Stanley Dean Witter
AST Trust Company Mutual of Omaha Insurance Company
AXA Equitable Life Insurance Company National City Bank
Benefit Administration Co. National Deferred Compensation
Benefit Consultants Group National Financial Services LLC
Benefit Plans Administrative Services, Inc. National Planning Holdings, Inc.
Benetech, Inc. New York Life Insurance and Annuity Company
Boston Financial Data Services, Inc. Newport Retirement Services
Charles Schwab & Co., Inc. Northwest Plan Services Inc.
Citigroup Global Markets, Inc. Oppenheimer & Co. Inc.
CitiStreet Advisors LLC Peoples Securities, Inc.
City National Investments Trust Pershing LLC
Clark Consulting Plan Administrators Inc.
Columbia Management Distributors, Inc. PlanMember Securities
CPI Qualified Plan Consultants Primevest Financial Services, Inc.
DA Davidson & Co. Principal Life Insurance
Daily Access. Com, Inc. Prudential Investment Management Services,
Inc.
Davenport & Company, LLC PSMI Group
David Lerner Associates, Inc. Raymond James & Associates, Inc.
Digital Retirement Solutions Reliance Trust Co.
Diversified Advisors Investments Inc. Robert W. Baird & Co.
DR, Inc. RSM McGladrey, Inc.
Dyatech, LLC Schwab Retirement Plan Services Company
E*TRADE Clearing LLC Scott & Stringfellow, Inc.
Edward D. Jones and Company, LP Scottrade, Inc.
ExpertPlan.com SII Investments, Inc.
Ferris Baker Watts, Inc. Southwest Securities, Inc.
Fidelity Brokerage Services, LLC Standard Insurance Co.
Fidelity Investments Institutional Standard Retirement Services, Inc.
Operations Co.
Financial Administrative Services Corporation Stanley, Hunt, Dupree & Rhine
First Clearing LLC Stanton Group, Inc.
First Global Capital Corporation Sterne Agee & Leach, Inc.
First Southwest Company Stifel Nicolaus & Company, Inc.
First Trust Corp. Sun Trust Securities, Inc.
Geller Group Ltd. Symetra Investment Services, Inc.
Genworth Financial, Inc. T. Rowe Price
Great West Life Insurance Company The Princeton Retirement Group
H&R Block Financial Advisors, Inc. The Retirement Plan Company, LLC
H.D. Vest Investment Services, Inc. Transamerica Retirement Services
Hartford Life Insurance Company TruSource
Hewitt Associates LLC UBS Financial Services, Inc.
ICMA-RC Services LLC Unified Fund Services, Inc.
Ingham Group Union Bank & Trust Company
Interactive Retirement Systems US Clearing Co.
Intuition Systems, Inc. USAA Investment Management Co.
Invest Financial Corporation USI Consulting Group
Janney Montgomery Scott LLC Valic Financial Advisors, Inc.
JJB Hillard W.L. Lyons, Inc. Vanguard Group
John Hancock Life Insurance Company Wachovia Securities, LLC
JP Morgan Securities, Inc. Wedbush Morgan Securities
July Business Services Wells Fargo Bank NA
Lincoln Benefit National Life Wells Fargo Investments, LLC
Lincoln Investment Planning Inc. Wilmington Trust Company

Performance of the Fund

Explanation of Performance Terminology. The Fund uses a variety of terms
to illustrate its investment performance. Those terms include "cumulative
total return," "average annual total return," "average annual total return
at net asset value" and "total return at net asset value." An explanation
of how total returns are calculated is set forth below. You can obtain
current performance information by calling the Fund's Transfer Agent at
1.800.225.5677 or by visiting the OppenheimerFunds 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
(ATV )
( D)
(----) - 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
(ATV )
( DR) - 1 = Average Annual Total Return (After Taxes on Distributions and Redemptions)
(-----)
( 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.

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

The Fund's Total Returns for the Period Ended 1/31/10
----------------------------------------------------------------
----------------------------------------------------------------
Class of Cumulative Total
Returns (10
years or
Shares life-of-class) Average Annual Total Returns
----------------------------------------------------------------
----------------------------------------------------------------
1-Year Life of class
----------------------------------------------------------------
----------------------------------------------------------------
After Without After Without After Without
Sales Sales Sales Sales Sales Sales
Charge Charge Charge Charge Charge Charge
----------------------------------------------------------------
----------------------------------------------------------------
Class A* % % % % % %
----------------------------------------------------------------
----------------------------------------------------------------
Class B* % % % % % %
----------------------------------------------------------------
----------------------------------------------------------------
Class C* % % % % % %
----------------------------------------------------------------
----------------------------------------------------------------
Class N* % % % % % %
----------------------------------------------------------------
----------------------------------------------------------------
Class Y* % % % % % %
----------------------------------------------------------------
*Inception of Class A, Class B, Class C, Class N and Class Y for
each Fund: 12/19/07.

---------------------------------------------------------------
Average Annual Total Returns for Class A* Shares (After Sales
Charge)
For the Periods Ended 1/31/10
---------------------------------------------------------------
---------------------------------------------------------------
1-Year 5-Years (or life
of class if less)
---------------------------------------------------------------
---------------------------------------------------------------
After Taxes on Distributions % %
---------------------------------------------------------------
---------------------------------------------------------------
After Taxes on % %
Distributions and
Redemption of Fund Shares
---------------------------------------------------------------
*Inception of Class A, Class B, Class C, Class N and Class Y for
each Fund: 12/19/07.

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 funds 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 is rated among conservative allocation funds.

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 and
loads), 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 AMT-Free Municipals Oppenheimer Pennsylvania Municipal Fund
Oppenheimer AMT-Free New York Municipals Oppenheimer Portfolio Series:
Oppenheimer Balanced Fund Conservative Investor Fund
Oppenheimer Baring SMA International Fund Moderate Investor Fund
Oppenheimer Core Bond Fund Equity Investor Fund
Oppenheimer California Municipal Fund Active Allocation Fund
Oppenheimer Capital Appreciation Fund Oppenheimer Portfolio Series Fixed Income
Active Allocation Fund
Oppenheimer Capital Income Fund Oppenheimer Principal Protected Main Street
Fund
Oppenheimer Champion Income Fund Oppenheimer Principal Protected Main Street
Fund II
Oppenheimer Commodity Strategy Total Oppenheimer Principal Protected Main Street
Return Fund Fund III
Oppenheimer Developing Markets Fund Oppenheimer Quest Balanced Fund
Oppenheimer Discovery Fund Oppenheimer Quest International Value Fund
Oppenheimer Emerging Growth Fund Oppenheimer Quest Opportunity Value Fund
Oppenheimer Equity Fund, Inc. Oppenheimer Real Estate Fund
Oppenheimer Equity Income Fund, Inc. Oppenheimer Rising Dividends Fund
Oppenheimer Global Fund Oppenheimer Rochester Arizona Municipal Fund
Oppenheimer Global Opportunities Fund Oppenheimer Rochester Maryland Municipal Fund
Oppenheimer Global Value Fund Oppenheimer Rochester Massachusetts Municipal
Fund
Oppenheimer Gold & Special Minerals Fund Oppenheimer Rochester Michigan Municipal Fund
Oppenheimer International Bond Fund Oppenheimer Rochester Minnesota Municipal Fund
Oppenheimer International Diversified Oppenheimer Rochester National Municipals
Fund
Oppenheimer International Growth Fund Oppenheimer Rochester North Carolina Municipal
Fund
Oppenheimer International Small Company Oppenheimer Rochester Ohio Municipal Fund
Fund
Oppenheimer Limited Term California Oppenheimer Rochester Virginia Municipal Fund
Municipal Fund
Oppenheimer Limited-Term Government Fund Oppenheimer Select Value Fund
Oppenheimer Limited Term Municipal Fund Oppenheimer Senior Floating Rate Fund
Oppenheimer Main Street Fund Oppenheimer Small- & Mid- Cap Value Fund
Oppenheimer Main Street Opportunity Fund Oppenheimer SMA Core Bond Fund
Oppenheimer Main Street Small Cap Fund Oppenheimer SMA International Bond Fund
Oppenheimer New Jersey Municipal Fund Oppenheimer Strategic Income Fund
Oppenheimer U.S. Government Trust
Oppenheimer Value Fund
Limited-Term New York Municipal Fund
Rochester Fund Municipals
LifeCycle Funds
Oppenheimer Transition 2010 Fund
Oppenheimer Transition 2015 Fund
Oppenheimer Transition 2020 Fund
Oppenheimer Transition 2025 Fund
Oppenheimer Transition 2030 Fund
Oppenheimer Transition 2040 Fund
Oppenheimer Transition 2050 Fund

And the following money market funds:
Oppenheimer Cash Reserves
Oppenheimer Institutional Money
Market Fund
Oppenheimer Money Market Fund, Inc.

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 or Class A, Class B, Class C, Class G and Class H
units purchased in advisor sold Section 529 plans, for which the Manager
or the Distributor serves as the Program Manager or Program Distributor. A
Letter is an investor's statement in writing to the Distributor of his or
her intention to purchase a specified value of those shares or units
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. 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 described 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. The investor must also
notify the Distributor or his or her financial intermediary of any
qualifying 529 plan holdings.

To determine whether an investor has fulfilled the terms of a
Letter, the Transfer Agent will count purchases of "qualified" Class A,
Class B and Class C shares and Class A, Class B, Class C, Class G and
Class H units 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, 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. An
investor will also 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 equals or exceeds the intended purchase amount.

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 are applicable to the actual
total purchases.

If total eligible purchases during the Letter period exceed the
intended purchase amount and also exceed the amount needed to qualify for
the next sales charge rate reduction (stated in the Prospectus), the sales
charges paid may be adjusted to that lower rate. That adjustment will only
be made if and when the dealer returns to the Distributor the amount of
the excess concessions allowed or paid to the dealer over the amount of
concessions that are applicable 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 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.

3. If, during the Letter period, an investor exchanges shares of
the Fund for shares of another fund (as described in the Prospectus
section titled "How to Exchange Shares"), the Fund shares held in escrow
will automatically be exchanged for shares of the other fund and the
escrow obligations will also be transferred to that fund.

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 the sales charges
actually paid and the amount of the sales charges that 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 had
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 had $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 had $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 accounts in 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;
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; and
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 our website homepage at www.oppenheimerfunds.com and click the
hyperlink "Sign Up for Electronic Document Delivery (eDocs Direct)" under
the heading "I want to...," in the left hand column, 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. This reinvestment privilege does not apply to reinvestment
purchases made through automatic investments options.

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 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 automatically exchange a pre-determined amount of shares
of the Fund for shares (of the same class) of other Oppenheimer funds that
offer the exchange privilege 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. 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. The
prospectus of each of the Oppenheimer funds indicates which share
class or classes that fund offers and provides information about
limitations on the purchase of particular share classes, as
applicable for the particular fund. You can also obtain a current
list showing which funds offer which classes of shares by calling the
Distributor at the telephone number indicated on the front cover of
this SAI.

The Fund may amend, suspend or terminate the exchange privilege at
any time. Although the Fund may impose those changes at any time, it will
provide you with notice of the 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, except 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 may 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.

If a dividend check or a check representing an automatic withdrawal
payment is returned to the Transfer Agent by the Postal Service as
undeliverable, it will be reinvested in shares of the Fund. Returned
checks for the proceeds of other redemptions 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.
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) and certain other income
including net income derived from an interest in a qualified publicly
traded partnership.

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.
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 the Fund that
may qualify for the deduction is limited to the aggregate amount of
qualifying dividends that the Fund derives from portfolio investments that
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 the Fund's dividends
are derived from gross income from option premiums, interest income or
short-term gains from the sale of securities or dividends from foreign
corporations, those dividends will not qualify for the deduction.

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, it will be taxable to shareholders as long-term capital gain
and will be properly identified in reports sent to shareholders in January
of each year. Such treatment will apply no matter how long the shareholder
has held his or her shares or whether that gain was recognized by the
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 that are paid by a Fund (and are deemed
not "effectively connected income") to foreign persons will be subject to
a U.S. tax withheld by that Fund at a rate of 30%, provided the Fund
obtains a properly completed and signed Certificate of Foreign Status. The
tax rate may be reduced if the foreign person's country of residence has a
tax treaty with the U.S. allowing for a reduced tax rate on ordinary
income dividends paid by the Fund. Any tax withheld by 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 March of each year with a
copy sent to the IRS.

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

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

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 or his or her financial
intermediary 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 ($250,000 through
December 31, 2009) are not protected by federal deposit insurance. Those
uninsured balances at times may be substantial.

Independent Registered Public Accounting Firm. At a meeting held on August
20, 2008, the Board of Trustees of the Fund appointed KPMG LLP as the
independent registered public accounting firm to the Fund for fiscal year
2009, replacing the firm of Deloitte & Touche LLP, effective at the
conclusion of the fiscal 2008 audit. During the two most recent fiscal
years the audit reports of Deloitte & Touche LLP contained no adverse
opinion or disclaimer of opinion and were not qualified or modified as to
uncertainty, audit scope or accounting principles. Further, there were no
disagreements between the Fund and Deloitte & Touche LLP on accounting
principles, financial statement disclosure or audit scope, which if not
resolved to the satisfaction of Deloitte & Touche LLP would have caused it
to make reference to the disagreements in connection with its reports.

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

Appendix A

OppenheimerFunds Special Sales Charge Arrangements and Waivers

In certain cases, the initial sales charge that applies to purchases of
Class A shares of the Oppenheimer funds or the contingent deferred sales
charge ("CDSC") that may apply to Class A, Class B or Class C shares may
be waived.(1) 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(2)
4) Group Retirement Plans(3)
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 CDSC 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 CDSC, the Distributor
will pay the applicable concession described in the Prospectus under
"Class A Contingent Deferred Sales Charge."(4) 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 advisor 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.
|_| Effective October 1, 2005, taxable accounts established with the
proceeds of Required Minimum Distributions from Retirement
Plans.
|_| Purchases of Class A shares by former shareholders of Atlas
Strategic Income Fund in any Oppenheimer fund into which
shareholders of Oppenheimer Strategic Income Fund may exchange.

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.(5)
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.(6)
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 CDSCs 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 CDSCs 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 CDSCs are generally not waived following the death or disability
of a grantor or trustee for a trust account. The CDSCs 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(7) 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.(8)
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.(9)
9) On account of the participant's separation from service.(10)
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.

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 CDSC 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
----------------------------------------------------------------------------

For shareholders of the Quest for Value Funds who acquired shares prior to
November 24, 1995 and still hold those shares (or shares of an Oppenheimer
fund into which any Quest for Value Fund was reorganized), any initial and
contingent deferred sales charges will be waived if requested by the
shareholder.

V. Special Sales Charge Arrangements for Shareholders of Certain
Oppenheimer Funds Who Were Shareholders of Connecticut Mutual
Investment Accounts, Inc.
------------------------------------------------------------------------

For shareholders of the Connecticut Mutual Investment Accounts who
acquired shares prior to March 1, 1996 and still hold those shares (or
shares of an Oppenheimer fund into which any Connecticut Mutual Investment
Account was reorganized), any initial and contingent deferred sales
charges will be waived if requested by the shareholder.
VI. Special Reduced Sales Charge for Former Shareholders of Advance
America Funds, Inc.
---------------------------------------------------------------------------

For shareholders of the Advanced America Funds who acquired shares prior
to October 18, 1991 and still hold those shares (or shares of an
Oppenheimer fund into which any Advanced America Fund was reorganized),
any initial and contingent deferred sales charges will be waived if
requested by the shareholder.

Appendix B

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.

Oppenheimer Portfolio Series Fixed Income Active Allocation 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
KPMG LLP
707 Seventeenth Street
Denver, Colorado 80202

Counsel to the Fund and the Independent Trustees
K&L Gates LLP
70 West Madison Street, Suite 3100
Chicago, Illinois 60602
[GRAPHIC OMITTED]

PX000.001.0510

(1) 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.
(2) 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.
(3) 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.
(4) 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.
(5) This provision does not apply to IRAs.
(6) 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.
(7) The distribution must be requested prior to Plan termination or the
elimination of the Oppenheimer funds as an investment option under the
Plan.
(8) This provision does not apply to IRAs.
(9) This provision does not apply to loans from 403(b)(7) custodial plans
and loans from the OppenheimerFunds-sponsored Single K retirement plan.
(10) This provision does not apply to 403(b)(7) custodial plans if the
participant is less than age 55, nor to IRAs.



OPPENHEIMER PORTFOLIO SERIES FIXED INCOME ACTIVE ALLOCATION FUND



FORM N-1A



PART C



OTHER INFORMATION



Item 28. - Exhibits



(a)     (i) Declaration of Trust dated August 29, 2007: Previously filed with the Registrant’s Initial Registration Statement, 09/14/07, and incorporated herein by reference. 

  

     (ii) Amendment No. 1 to the Declaration of Trust dated November 30, 2007: Previously filed with the Registrant’s Pre-Effective Amendment No. 2, 12/17/07, and incorporated herein by reference.

  

(b)     By-Laws dated August 29, 2007: Previously filed with the Registrant’s Initial Registration Statement, 09/14/07, and incorporated herein by reference. 

  

(c)     Not applicable. 

  

(d)     Investment Advisory Agreement dated August 29, 2007: Previously filed with the Registrant’s Pre-Effective Amendment No. 1, 11/23/07, and incorporated herein by reference.

  

(e)     (i) General Distributor's Agreement dated August 29, 2007: Previously filed with the Registrant’s Initial Registration Statement, 09/14/07, and incorporated herein by reference.

  

     (ii) Form of Dealer Agreement of OppenheimerFunds Distributor, Inc.: Previously filed with Post-Effective Amendment No. 34 to the Registration Statement of Oppenheimer Main Street Funds, Inc. (Reg. No.33-17850), (10/23/06), and incorporated herein by reference.



     (iii) Form of Broker Agreement of OppenheimerFunds Distributor, Inc.: Previously filed with Post-Effective Amendment No. 34 to the Registration Statement of Oppenheimer Main Street Funds, Inc. (Reg. No.33-17850), (10/23/06), and incorporated herein by reference.



     (iv) Form of Agency Agreement of OppenheimerFunds Distributor, Inc.: Previously filed with Post-Effective Amendment No. 34 to the Registration Statement of Oppenheimer Main Street Funds, Inc. (Reg. No.33-17850), (10/23/06), and incorporated herein by reference.



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



   (vi) Form of Trust Company Agency Agreement of OppenheimerFunds Distributor, Inc.: Previously filed with Post-Effective Amendment No. 34 to the Registration Statement of Oppenheimer Main Street Funds, Inc. (Reg. No.33-17850), (10/23/06), and incorporated herein by reference.



(f)     Form of Oppenheimer Funds Compensation Deferral Plan, As Amended and Restated effective January 1, 2008 for Disinterested Trustees/Directors: Previously filed with the Registrant’s Post-Effective Amendment No. 2, (05/29/09), and incorporated herein by reference.



(g)     (i) Global Custodial Services Agreement dated 07/15/03, as amended 07/26/07: Previously filed with Post-Effective Amendment No.1 to the Registration Statement of Oppenheimer Rochester Arizona Municipal Fund (Reg. No. 333-132778), (07/26/07), and incorporated herein by reference.



 (ii) Amended and Restated Foreign Custody Manager Agreement dated May 31, 2001, as amended July 15, 2003: Previously filed with the Pre-Effective Amendment No. 1 to the Registration Statement of Oppenheimer International Large-Cap Core Trust (Reg. No. 333-106014), (08/05/03), and incorporated herein by reference.

  

(h)     Not applicable.



(i)     Opinion and Consent of Counsel dated 11/19/07: Previously filed with the Registrant’s Pre-Effective Amendment No. 1, 11/23/07, and incorporated herein by reference.



(j)     Independent Registered Public Accounting Firm’s Consent: To be filed by amendment.



(k)     Not applicable.

  

(l)     Investment Letter from OppenheimerFunds, Inc. to Registrant dated 11/13/07: Previously filed with the Registrant’s Pre-Effective Amendment No. 1, 11/23/07, and incorporated herein by reference.



(m)     (i) Service Plan and Agreement for Class A shares dated August 29, 2007: Previously filed with the Registrant’s Initial Registration Statement, 09/14/07, and incorporated herein by reference.

  

(ii) Distribution and Service Plan and Agreement for Class B shares dated August 29, 2007:Previously filed with the Registrant’s Initial Registration Statement, 09/14/07, and incorporated herein by reference.



(iii) Distribution and Service Plan and Agreement for Class C shares dated August 29, 2007: Previously filed with the Registrant’s Initial Registration Statement, 09/14/07, and incorporated herein by reference.



(iv) Distribution and Service Plan and Agreement for Class N shares dated August 29, 2007: Previously filed with the Registrant’s Initial Registration Statement, 09/14/07, and incorporated herein by reference.



(n)     Oppenheimer Funds Multiple Class Plan under Rule 18f-3 updated through 9/17/09: Previously filed with the Post-Effective Amendment No. 16 to the Registration Statement of Oppenheimer Main Street Small Cap  Fund (Reg. No. 333-78269), (10/02/09), and incorporated herein by reference.



(i) Powers of Attorney dated August 26, 2009 for all Trustees/Directors and Officers, with the exception of William F. Glavin, Jr.: Previously filed with Post-Effective Amendment No. 24 to the Registration Statement of Oppenheimer Senior Floating Rate Fund (Reg. No. 333-128848), (11/20/09), and incorporated herein by reference.

(o)

(ii) Power of Attorney dated December 18, 2009 for William Glavin: Previously Filed with Post Effective Amendment No. 64 to the Registration Statement of Oppenheimer Quest For Value Funds, (Reg No. 33-15489), (12/18/09), and incorporated herein by reference.

(p) Amended and Restated Code of Ethics of the Oppenheimer Funds dated November 30, 2007 under Rule 17j-1 of the Investment Company Act of 1940: Previously filed with Post Effective Amendment No. 65 to the Registration Statement of Oppenheimer Quest For Value Funds, (Reg No. 33-15489), (2/24/10), and incorporated herein by reference.

Item 29. - Persons Controlled by or Under Common Control with the Fund

None.

Item 30. - Indemnification

Reference is made to the provisions of Article Nine of Registrant's Declaration of Trust filed as Exhibit 23(a) to this Registration Statement.

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

Item 31. - Business and Other Connections of the Investment Adviser

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

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

Name and Current Position with OppenheimerFunds, Inc.	Other Business and Connections During the Past Two Years
Timothy L. Abbuhl, Vice President	Treasurer of Centennial Asset Management Corporation; Vice President and Assistant Treasurer of OppenheimerFunds Distributor, Inc.
Patrick Adams Vice President	None
Robert Agan, Senior Vice President	Senior Vice President of Shareholder Financial Services, Inc. and Shareholders Services, Inc.; Vice President of OppenheimerFunds Distributor, Inc., Centennial Asset Management Corporation and OFI Private Investments Inc.
Obi Akunwafor, Assistant Vice President	Formerly Senior Associate at Goldman Sachs & Co. (January 2000 – January 2008).
Carl Algermissen, Vice President & Associate Counsel	Assistant Secretary of Centennial Asset Management Corporation.
Victor Alino, Vice President	None
Michael Amato, Vice President	None
Nicole Andersen, Assistant Vice President	None
Raymond Anello, Vice President	Formerly Portfolio Manager of Dividend Strategy/Sector Analyst for Energy/Utilities at RS Investments (June 2007- April 2009).
Janette Aprilante, Vice President & Secretary	Secretary (since December 2001) of: Centennial Asset Management Corporation, OppenheimerFunds Distributor, Inc., HarbourView Asset Management Corporation (since June 2003), Oppenheimer Real Asset Management, Inc., Shareholder Financial Services, Inc., Shareholder Services, Inc., Trinity Investment Management Corporation (since January 2005), OppenheimerFunds Legacy Program, OFI Private Investments Inc. (since June 2003) and OFI Institutional Asset Management, Inc. (since June 2003). Assistant Secretary of OFI Trust Company (since December 2001).
Hany S. Ayad, Vice President	None
Paul Aynsley, Vice President	None
James F. Bailey, Senior Vice President	Senior Vice President of Shareholder Services, Inc. (since March 2006).
Robert Baker, Vice President	None
John Michael Banta, Assistant Vice President	None
Michael Barnes, Assistant Vice President	None
Adam Bass, Assistant Vice President	None
Kevin Baum, Senior Vice President	None
Jeff Baumgartner, Vice President	Vice President of HarbourView Asset Management Corporation.
Marc Baylin, Vice President	Vice President of OFI Institutional Asset Management, Inc.
Todd Becerra, Assistant Vice President	None
Kathleen Beichert, Senior Vice President	Vice President of OppenheimerFunds Distributor, Inc.
Gerald Bellamy, Vice President	None
Emanuele Bergagnini, Vice President	Assistant Vice President of OFI Institutional Asset Management, Inc.
Robert Bertucci, Assistant Vice President: Rochester Division	None
Rajeev Bhaman, Senior Vice President	Vice President of OFI Institutional Asset Management, Inc.
Adam Bierstedt, Assistant Vice President	Formerly a manager in the Business Controller Group at OppenheimerFunds, Inc. (February 2006 – January 2010).
Craig Billings, Vice President	None
Mark Binning, Assistant Vice President	None
Julie Blanchard, Assistant Vice President	None
Beth Bleimehl, Assistant Vice President	None
Lisa I. Bloomberg, Senior Vice President & Deputy General Counsel	Assistant Secretary of Oppenheimer Real Asset Management, Inc.
Veronika Boesch, Vice President	None
Chad Boll, Vice President	None
Michelle Borre Massick, Vice President	None
Lori E. Bostrom, Senior Vice President & Deputy General Counsel	Assistant Secretary of OppenheimerFunds Legacy Program.
John Boydell, Vice President	None
Donal Brishnoi, Assistant Vice President	Formerly an Analyst at Moore Capital Management (April 2007 – December 2008).
Richard Britton, Vice President	None
Garrett C. Broadrup, Vice President & Associate Counsel	None
Michael Bromberg, Assistant Vice President	None
Holly Broussard, Vice President	None
Jack Brown, Vice President	None
Roger Buckley, Assistant Vice President	None
Joy Budzinski, Vice President	None
Carla Buffulin, Assistant Vice President	None
Stephanie Bullington, Assistant Vice President	None
Paul Burke, Vice President	None
Mark Burns, Vice President	None
JoAnne Butler, Assistant Vice President	None
Christine Calandrella, Assistant Vice President	None
Michael Camarella, Assistant Vice President	None
Dale Campbell, Assistant Vice President	None
Jason Carter, Assistant Vice President	None
Debra Casey, Vice President	None
Lisa Chaffee, Vice President	None
Ronald Chibnik, Vice President	None
Patrick Sheng Chu, Assistant Vice President	None
Brett Clark, Vice President	None
Jennifer Clark, Assistant Vice President	Assistant Vice President at Shareholder Financial Services, Inc., Shareholder Services, Inc., and OFI Private Investments Inc.
H.C. Digby Clements, Senior Vice President: Rochester Division	None
Thomas Closs, Assistant Vice President	None
David Cole, Assistant Vice President	None
Eric Compton, Assistant Vice President	None
Gerald James Concepcion, Assistant Vice President	None
Cheryl Corrigan, Assistant Vice President	None
Scott Cottier, Vice President: Rochester Division	None
William Couch, Assistant Vice President	None
Geoffrey Craddock Senior Vice President	Formerly Senior Vice President and Head of Market Risk Management for CIBC.
Terry Crady, Assistant Vice President	Formerly IT Development Manager at OppenheimerFunds, Inc.
Roger W. Crandall, Director	President, Director and Chief Executive Officer of Massachusetts Mutual Life Insurance Company
Jerry Cubbin, Vice President	Formerly a Consultant at National Australia Bank, (May 2009 – October 2009), a Consultant at Magnitude Capital, (November 2008 – May 2009) and a Managing Director at Brown Brothers Harriman (March 2001 – July 2008).
George Curry, Vice President	Vice President of OppenheimerFunds Distributor, Inc.
Kevin Dachille, Vice President	None
Rushan Dagli, Vice President	Vice President of OFI Private Investments Inc., Shareholder Financial Services, Inc. and Shareholder Services, Inc.
John Damian, Senior Vice President	None
Peter Dao, Vice President	None
Jason Davis, Assistant Vice President	Formerly Manager at OppenheimerFunds, Inc.
Robert Dawson, Assistant Vice President	None
John Delano, Vice President	None
Kendra Delisa, Assistant Vice President	None
Alessio de Longis, Assistant Vice President	Formerly Sr. Research Analyst (February 2008 – April 2009).
Damaris De Los Santos, Assistant Vice President	None
Richard Demarco, Assistant Vice President	None
Mark Demitry, Vice President	None
Craig P. Dinsell, Executive Vice President	None
Randall C. Dishmon, Vice President	None
Rebecca K. Dolan, Vice President	None
Steven D. Dombrower, Vice President	Senior Vice President of OFI Private Investments Inc.; Vice President of OppenheimerFunds Distributor, Inc.
Andrew Donohue, Assistant Vice President	Formerly Manager at OppenheimerFunds, Inc. (2007 – June 2009).
Alicia Dopico, Vice President	None
Andrew Doyle, Senior Vice President	Formerly First Vice President, head of Global Wealth Management Rewards and Information Services at Bank of America (March 2006 – March 2009).
Thomas Doyle, Assistant Vice President	None
Bruce C. Dunbar, Senior Vice President	None
Robert Dunphy, Assistant Vice President	Formerly Intermediate Analyst at OppenheimerFunds, Inc (August 2004 – May 2009).
Brian Dvorak, Vice President	None
Richard Edmiston, Vice President	None
Taylor Edwards, Vice President & Associate Counsel	None
Peter Ellman, Assistant Vice President	None
Christopher Emanuel, Vice President	None
Daniel R. Engstrom, Vice President	None
James Robert Erven, Assistant Vice President	None
George R. Evans, Senior Vice President & Director of International Equities	None
Kim Evans, Vice President	Formerly an Owner of Evans Consulting Group, LLC (February 2000 – August 2009) and a Managing Member of Cranbury Design Center, LLC (February 2000 – February 2009).
Kathy Faber, Assistant Vice President	None
David Falicia, Assistant Vice President	Assistant Secretary (as of July 2004) of HarbourView Asset Management Corporation.
Rachel Fanopoulos, Assistant Vice President	None
Matthew Farkas, Vice President and Associate Counsel	None
Kristie Feinberg, Vice President and Assistant Treasurer	Assistant Treasurer of Oppenheimer Acquisition Corp., Centennial Asset Management Corp., OFI Institutional Asset Management Inc. and OFI Institutional Asset Management; Treasurer of OppenheimerFunds Legacy Program, Oppenheimer Real Asset Management, Inc.
William Ferguson, Assistant Vice President	None
Emmanuel Ferreira, Vice President	None
Steven Fling, Assistant Vice President	None
David Foxhoven, Senior Vice President	Assistant Vice President of OppenheimerFunds Legacy Program; Vice President of HarbourView Asset Management Corporation.
Arnella Forde, Assistant Vice President	Formerly Managing Editor / Communications Consultant at Franklin Templeton Investments (September 2007 – March 2009).
Colleen M. Franca, Vice President	None
Debbie Francis, Assistant Vice President	Previously employed at OppenheimerFunds, Inc (August 2007 – August 2009).
Dominic Freud, Vice President	None
Marcus Franz, Vice President	None
Hazem Gamal, Vice President	None
Charles Gapay, Assistant Vice President	None
Anthony W. Gennaro, Jr., Vice President	Formerly a sector manager for media, internet and telecom and a co-portfolio manager for mid-cap portfolios with the RS Core Equity Team of RS Investment Management Co. LLC (October 2006 – April 2009.)
Timothy Gerlach, Assistant Vice President	None
Alan C. Gilston, Vice President	None
Jacqueline Girvin-Harkins, Assistant Vice President	None
William F. Glavin, Jr., Chairman, Chief Executive Officer, President and Director	Formerly Executive Vice President and co-Chief Operating Officer of MassMutual Financial Group.
Jill E. Glazerman, Senior Vice President	None
Kevin Glenn, Assistant Vice President	None
Manind Govil, Senior Vice President	Formerly portfolio manager with RS Investment Management Co. LLC (October 2006 – May 2009).
Raquel Granahan, Senior Vice President	Senior Vice President of OFI Private Investments Inc.; Vice President of OppenheimerFunds Distributor, Inc., and OppenheimerFunds Legacy Program.
Robert B. Grill, Senior Vice President	None
Marilyn Hall, Vice President	None
Cheryl Hampton, Vice President	Formerly Vice President and Director of Mutual Fund and Hedge Fund Operations at Calamos Advisors LLC (March 2007 – September 2009).
Kelly Haney, Assistant Vice President	None
Jason Harubin, Assistant Vice President	None
Steve Hauenstein, Assistant Vice President	None
Thomas B. Hayes, Vice President	None
Bradley Hebert, Assistant Vice President	None
Heidi Heikenfeld, Assistant Vice President	None
Annika Helgerson, Assistant Vice President	None
Kenneth Herold, Assistant Vice President	None
Daniel Herrmann, Vice President	Vice President of OFI Private Investments Inc.
Benjamin Hetrick, Assistant Vice President	None
Dennis Hess, Vice President	None
Joseph Higgins, Vice President	Vice President of OFI Institutional Asset Management, Inc.
Dorothy F. Hirshman, Vice President	None
Daniel Hoelscher, Assistant Vice President	None
Eivind Holte, Vice President	None
Craig Holloway, Assistant Vice President	None
Lucienne Howell, Vice President	None
Brian Hourihan, Vice President & Deputy General Counsel	Assistant Secretary of Oppenheimer Real Asset Management, Inc., HarbourView Asset Management Corporation, OFI Institutional Asset Management, Inc. (since April 2006) and Trinity Investment Management Corporation.
Edward Hrybenko, Senior Vice President	Vice President of OppenheimerFunds Distributor, Inc.
Jason Hubersberger, Vice President	None
Kevin Andrew Huddleston, Assistant Vice President	None
Scott T. Huebl, Vice President	Assistant Vice President of OppenheimerFunds Legacy Program.
Douglas Huffman, Assistant Vice President	None
Margaret Hui, Vice President	None
Dana Hunter, Assistant Vice President	None
John Huttlin, Vice President	Senior Vice President (Director of the International Division) (since January 2004) of OFI Institutional Asset Management, Inc.; Director (since June 2003) of OppenheimerFunds International Distributor Limited.
James G. Hyland, Assistant Vice President	None
Kelly Bridget Ireland, Vice President	None
Kathleen T. Ives, Senior Vice President, Deputy General Counsel & Assistant Secretary	Vice President and Assistant Secretary of OppenheimerFunds Distributor, Inc. and Shareholder Services, Inc.; Assistant Secretary of Centennial Asset Management Corporation, OppenheimerFunds Legacy Program and Shareholder Financial Services, Inc.
Frank V. Jennings, Senior Vice President	None
Lisa Kadehjian, Assistant Vice President	None
Rezo Kanovich, Vice President	None
Amee Kantesaria, Vice President and Assistant Counsel	None
Thomas W. Keffer, Senior Vice President	Senior Vice President of OppenheimerFunds Distributor, Inc.
Sean Keller, Vice President	None
James Kennedy, Senior Vice President	None
Michael Keogh, Vice President	Vice President of OppenheimerFunds Distributor, Inc.
John Kiernan, Vice President & Marketing Compliance Manager	None
Audrey Kiszla, Vice President	None
Daniel Kohn, Vice President	None
Samuel Koren, Vice President and Deputy General Counsel	Formerly Managing Director of the Litigation and Regulatory Group at Bear, Stearns; Attorney at Cleary Gottlieb Steen & Hamilton.
Martin S. Korn, Senior Vice President	None
Michael Kotlartz, Vice President	None
Brian Kramer, Vice President	None
Magnus Krantz, Vice President	Formerly an Analyst at RS Investments (December 2005 – May 2009).
Alexander Kurinets, Assistant Vice President	None
Gloria LaFond, Assistant Vice President	None
Lisa Lamentino, Vice President	None
Tracey Lange, Vice President	Vice President of OppenheimerFunds Distributor, Inc. and OFI Private Investments Inc.
Eric Larson, Vice President	Formerly Senior Equity Trader at RS Investments (October 2006 – May 2009).
Gayle Leavitt, Assistant Vice President	None
Christopher M. Leavy, Executive Vice President & Chief Investment Officer, Equities	Senior Vice President of OFI Private Investments Inc., OFI Institutional Asset Management, Inc., and Trinity Investment Management Corporation.
Johnny C. Lee, Vice President & Assistant Counsel	Formerly Vice President at Morgan Stanley Investment Management, Inc. (August 2006 – February 2009).
Victor Lee, Vice President	None
Young-Sup Lee, Vice President	Formerly a Vice President at Morgan Stanley (July 2006- July 2008).
Randy Legg, Vice President & Associate Counsel	None
Michael Leskinen, Vice President	Formerly Senior Sector Analyst (December 2007 – February 2009).
Michael S. Levine, Vice President	None
Brian Levitt, Vice President	None
Justin Leverenz, Vice President	None
William M. Levey, Assistant Vice President & Assistant Counsel	Formerly an attorney at Seward & Kissel LLP (September 2005 – April 2009).
Gang Li, Vice President	None
Shanquan Li, Vice President	None
Julie A. Libby, Senior Vice President	Senior Vice President and Chief Operating Officer of OFI Private Investments Inc.
Daniel Lifshey, Assistant Vice President	None
Mitchell J. Lindauer, Vice President & Assistant General Counsel	None
William Linden, Vice President	None
Malissa B. Lischin, Vice President	Assistant Vice President of OppenheimerFunds Distributor, Inc.
Justin Livengood, Vice President	None
Christina Loftus, Vice President	None
David P. Lolli, Assistant Vice President	None
Daniel G. Loughran, Senior Vice President: Rochester Division	None
Patricia Lovett, Senior Vice President	Vice President of Shareholder Financial Services, Inc. and Senior Vice President of Shareholder Services, Inc.
Misha Lozovik, Vice President	None
Dongyan Ma, Assistant Vice President	None
Aaron Magid, Assistant Vice President	None
Matthew Maley, Vice President	None
Jerry Mandzij, Vice President	None
Dana Mangnuson, Assistant Vice President	Formerly a Marketing Manager at OppenheimerFunds, Inc.
Daniel Martin, Assistant Vice President	None
Kenneth Martin, Vice President	Formerly a Compliance Officer at Merrill Lynch & Co. (May 2007 – August 2009).
William T. Mazzafro, Vice President	None
Melissa Mazer, Vice President	None
Trudi McCanna, Vice President	None
Neil McCarthy, Vice President	None
Elizabeth McCormack, Vice President	Vice President and Assistant Secretary of HarbourView Asset Management Corporation.
Joseph McDonnell, Vice President	None
Joseph McGovern, Vice President	None
William McNamara, Vice President	None
Michael Medev, Assistant Vice President	None
Krishna Memani, Senior Vice President	Formerly Managing Director and Head of the U.S. and European Credit Analyst Team at Deutsche Bank Securities (June 2006 through January 2009).
Jay Mewhirter, Vice President	None
Andrew J. Mika, Senior Vice President	None
Jan Miller, Assistant Vice President	None
Scott Miller, Vice President	None
Rejeev Mohammed, Assistant Vice President	None
David Moore, Vice President	Formerly Vice President at RNK Capital (June 2004 - September 2008).
Sarah Morrison, Assistant Vice President	None
Jill Mulcahy, Vice President: Rochester Division	None
Suzanne Murphy, Vice President	Vice President of OFI Private Investments Inc.
Thomas J. Murray, Vice President	None
Pankaj Naik, Vice President	None
Christina Nasta, Vice President	Vice President of OppenheimerFunds Distributor, Inc.
Paul Newman, Assistant Vice President	None
William Norman, Assistant Vice President	None
James B. O’Connell, Assistant Vice President	None
Matthew O’Donnell, Vice President	None
Lisa Ogren, Assistant Vice President	Formerly Manager at OppenheimerFunds, Inc.
Tony Oh, Vice President	None
Kristina Olson, Senior Vice President	None
Kristin Pak, Vice President	None
Lerae A. Palumbo, Assistant Vice President	None
Kim Pascalau, Assistant Vice President	None
Robert H. Pemble, Vice President	None
Lori L. Penna, Vice President	None
Brian Petersen, Vice President	Assistant Treasurer of OppenheimerFunds Legacy Program.
Marmeline Petion-Midy, Assistant Vice President	None
David Pfeffer, Director, Executive Vice President, Chief Financial Officer & Treasurer	Treasurer of Oppenheimer Acquisition Corp.; Senior Vice President of HarbourView Asset Management Corporation since February 2004.
James F. Phillips, Senior Vice President	None
Gary Pilc, Vice President	None
Jeaneen Pisarra, Vice President	None
Christine Polak, Vice President	None
Sergei Polevikov, Assistant Vice President	None
Jeffrey Portnoy, Assistant Vice President	None
Stacy Pottinger, Vice President	None
David Preuss, Assistant Vice President	None
Christopher Proctor, Vice President	None
Ellen Puckett, Assistant Vice President	None
Jodi Pullman, Assistant Vice President	None
Paul Quarles, Assistant Vice President	None
Michael E. Quinn, Vice President	None
Julie S. Radtke, Vice President	None
Benjamin Ram, Vice President	Formerly a sector manager at RS Investment Management Co. LLC (October 2006 – May 2009) and Portfolio Manager Mid Cap Strategies.
Norma J. Rapini, Assistant Vice President: Rochester Division	None
Jill Reiter, Assistant Vice President	None
Jason Reuter, Assistant Vice President	None
Eric Rhodes, Vice President	None
Maria Ribeiro De Castro, Vice President	None
Grace Roberts, Assistant Vice President	None
Robert Robis, Vice President	None
Benjamin Rockmuller, Vice President	None
Antoinette Rodriguez, Vice President	None
Lucille Rodriguez, Assistant Vice President	None
Michael Rollings, Director	Executive Vice President and Chief Financial Officer of Massachusetts Mutual Life Insurance Company
Stacey Roode, Senior Vice President	None
Erica Rualo, Assistant Vice President	None
Adrienne Ruffle, Vice President & Associate Counsel	Assistant Secretary of OppenheimerFunds Legacy Program.
Kim Russomanno, Assistant Vice President	None
Gerald Rutledge, Vice President	None
Julie Anne Ryan, Vice President	None
Sean Ryan, Assistant Vice President and Assistant Counsel	Formerly an associate at Sidley Austin, LLP.
Timothy Ryan, Vice President	None
Rohit Sah, Vice President	None
Gary Salerno, Assistant Vice President	None
Valerie Sanders, Vice President	None
Carlos Santiago Assistant Vice President	Legal Disclosure and Paralegal Manager at OppenheimerFunds, Inc. (since May 2007).
Kurt Savallo, Assistant Vice President	Formerly Senior Business Analyst at OppenheimerFunds, Inc.
Mary Beth Schellhorn, Assistant Vice President	None
Ellen P. Schoenfeld, Vice President	None
Kathleen Schmitz, Assistant Vice President	Assistant Vice President of HarbourView Asset Management Corporation.
Patrick Schneider, Assistant Vice President	None
Jeffrey Schwartz, Assistant Vice President	Formerly Manager in Fund Operations at OppenheimerFunds, Inc. (Sept 2006 – May 2009).
Scott A. Schwegel, Assistant Vice President	None
Allan P. Sedmak, Assistant Vice President	None
Matthew Severski, Assistant Vice President	Formerly Lead IS Engineer at OppenheimerFunds, Inc. (August 2006 – May 2009).
Jennifer L. Sexton, Vice President	Senior Vice President of OFI Private Investments Inc.
Rudi Schadt, Vice President	None
Asutosh Shah, Vice President	None
Kamal Shah, Vice President	None
Tammy Sheffer, Vice President	None
William Sheppard, Vice President	Formerly an Investment Analyst (October 2004 – March 2008).
Mary Dugan Sheridan, Vice President	None
Nicholas Sherwood, Assistant Vice President	None
Joel Simon, Vice President	Formerly Assistant Vice President at OppenheimerFunds, Inc. (1999-2009).
David C. Sitgreaves, Assistant Vice President	None
Jan Smith, Assistant Vice President	Formerly Manager at OppenheimerFunds Inc. (May 2005 – June 2009).
Scott Smith, Vice President	None
Paul Snogren, Assistant Vice President	None
Louis Sortino, Vice President: Rochester Division	None
Astrid Yee-Sobraques, Vice President	Formerly a manager at GE Corporate (September 2005 – September 2008).
Keith J. Spencer, Senior Vice President	None
Brett Stein, Vice President	None
Richard A. Stein, Vice President: Rochester Division	None
Arthur P. Steinmetz, Executive Vice President & Chief Investment Officer, Fixed Income	Senior Vice President of HarbourView Asset Management Corporation; Vice President of OFI Institutional Asset Management, Inc.
Jennifer Stevens, Vice President	None
Benjamin Stewart, Assistant Vice President	None
Peter Strzalkowski, Vice President	Vice President of HarbourView Asset Management, Inc.
Agata Strzelichowski, Assistant Vice President	Formerly an associate at Goldman, Sachs & Co. (December 2005 – July 2008).
Amy Sullivan, Assistant Vice President	Formerly a Manager at OppenheimerFunds, Inc. (January 2006-March 2008).
Michael Sussman, Vice President	Vice President of OppenheimerFunds Distributor, Inc.
Brian C. Szilagyi, Assistant Vice President	None
Kelly Thomas, Assistant Vice President	None
Vincent Toner, Vice President	None
Matthew Torpey, Assistant Vice President	None
Melinda Trujillo, Vice President	None
Leonid Tsvayg, Assistant Vice President	None
Keith Tucker, Vice President	None
Angela Uttaro, Assistant Vice President: Rochester Division	None
Mark S. Vandehey, Senior Vice President & Chief Compliance Officer	Vice President and Chief Compliance Officer of OppenheimerFunds Distributor, Inc., Centennial Asset Management Corporation and Shareholder Services, Inc.; Chief Compliance Officer of HarbourView Asset Management Corporation, Oppenheimer Real Asset Management, Inc., Shareholder Financial Services, Inc., Trinity Investment Management Corporation, OppenheimerFunds Legacy Program, OFI Private Investments Inc. and OFI Trust Company and OFI Institutional Asset Management, Inc.
Maureen Van Norstrand, Vice President	None
Nancy Vann, Vice President & Associate Counsel	None
Raman Vardharaj, Vice President	Formerly a sector manager and a senior quantitative analyst at RS Investment Management Co. LLC (October 2006 - May 2009).
Rene Vecka, Assistant Vice President: Rochester Division	None
Elaine Villas Assistant Vice President	None
Ryan Virag, Assistant Vice President	None
Jake Vogelaar, Assistant Vice President	None
Phillip F. Vottiero, Senior Vice President	None
Mark Wachter, Vice President	None
Lisa Walsh, Assistant Vice President	None
Darren Walsh, Executive Vice President	President and Director of Shareholder Financial Services, Inc. and Shareholder Services, Inc.
Eliot Walsh, Assistant Vice President	None
Richard Walsh, Vice President	Vice President of OFI Private Investments.
Elizabeth Ward, Director	Senior Vice President and Chief Enterprise Risk Officer of Massachusetts Mutual Life Insurance Company.
Thomas Waters, Vice President	Vice President of OFI Institutional Asset Management, Inc.
Margaret Weaver, Vice President	None
Jerry A. Webman, Senior Vice President	Senior Vice President of HarbourView Asset Management Corporation.
Christopher D. Weiler, Vice President: Rochester Division	None
Adam Weiner, Vice President	None
Christine Wells, Vice President	None
Joseph J. Welsh, Senior Vice President	Vice President of HarbourView Asset Management Corporation.
Adam Wilde, Assistant Vice President	None
Troy Willis, Assistant Vice President, Rochester Division	None
Mitchell Williams, Vice President	None
Martha Willis, Executive Vice President	Formerly Executive Vice President of Investment Product Management at Fidelity Investments.
Julie Wimer, Assistant Vice President	None
Deanna Wine, Assistant Vice President	None
Brian W. Wixted, Senior Vice President	Treasurer of HarbourView Asset Management Corporation; OppenheimerFunds International Ltd., Oppenheimer Real Asset Management, Inc., Shareholder Services, Inc., Shareholder Financial Services, Inc., OFI Private Investments Inc., OFI Institutional Asset Management, Inc., OppenheimerFunds plc and OppenheimerFunds Legacy Program; Treasurer and Chief Financial Officer of OFI Trust Company; Assistant Treasurer of Oppenheimer Acquisition Corp.
Carol E. Wolf, Senior Vice President	Senior Vice President of HarbourView Asset Management Corporation and of Centennial Asset Management Corporation; Vice President of OFI Institutional Asset Management, Inc; serves on the Board of the Colorado Ballet.
Meredith Wolff, Vice President	Vice President of OppenheimerFunds Distributor, Inc.
Oliver Wolff, Assistant Vice President	None
Caleb C. Wong, Vice President	None
Sookhee Yee, Assistant Vice President	Vice President at Merrill Lynch Bank and Trust, FSB (February 2002 – May 2009).
Edward C. Yoensky, Assistant Vice President	None
Geoff Youell, Assistant Vice President	None
Lucy Zachman, Vice President	None
Robert G. Zack, Executive Vice President & General Counsel	General Counsel of Centennial Asset Management Corporation; General Counsel and Director of OppenheimerFunds Distributor, Inc.; Senior Vice President and General Counsel of HarbourView Asset Management Corporation and OFI Institutional Asset Management, Inc.; Senior Vice President, General Counsel and Director of Shareholder Financial Services, Inc., Shareholder Services, Inc., OFI Private Investments Inc.; Executive Vice President, General Counsel and Director of OFI Trust Company; Director and Assistant Secretary of OppenheimerFunds International Limited; Vice President, Secretary and General Counsel of Oppenheimer Acquisition Corp.; Director and Assistant Secretary of OppenheimerFunds International Distributor Limited; Vice President of OppenheimerFunds Legacy Program; Vice President and Director of Oppenheimer Partnership Holdings Inc.; Director of OFI Institutional Asset Management, Ltd.
Anna Zatulovskaya, Assistant Vice President	None
Sara Zervos, Vice President	None
Ronald Zibelli, Jr. Vice President	Formerly Managing Director and Small Cap Growth Team Leader at Merrill Lynch.
Matthew Ziehl, Vice President	Formerly a portfolio manager with RS Investment Management Co. LLC (from October 2006 - May 2009)





The Oppenheimer Funds include the following:



Limited Term New York Municipal Fund (a series of Rochester Portfolio Series)

OFI Tremont Core Strategies Hedge Fund

Oppenheimer Absolute Return Fund 

Oppenheimer AMT-Free Municipals

Oppenheimer AMT-Free New York Municipals

Oppenheimer Balanced Fund

Oppenheimer Baring SMA International Fund

Oppenheimer California Municipal Fund

Oppenheimer Capital Appreciation Fund

Oppenheimer Capital Income Fund

Oppenheimer Cash Reserves

Oppenheimer Champion Income Fund

Oppenheimer Commodity Strategy Total Return Fund

Oppenheimer Core Bond Fund (a series of Oppenheimer Integrity Funds)

Oppenheimer Developing Markets Fund

Oppenheimer Discovery Fund

Oppenheimer Emerging Growth Fund

Oppenheimer Equity Fund, Inc.

Oppenheimer Equity Income Fund, Inc.

Oppenheimer Global Fund

Oppenheimer Global Opportunities Fund

Oppenheimer Global Value Fund

Oppenheimer Gold & Special Minerals Fund

Oppenheimer International Bond Fund

Oppenheimer Institutional Money Market Fund

Oppenheimer International Diversified Fund

Oppenheimer International Growth Fund

Oppenheimer International Small Company Fund

Oppenheimer Limited Term California Municipal Fund

Oppenheimer Limited-Term Government Fund

Oppenheimer Limited Term Municipal Fund (a series of Oppenheimer Municipal Fund)

Oppenheimer Main Street Fund (a series of Oppenheimer Main Street Funds, Inc.)

Oppenheimer Main Street Opportunity Fund

Oppenheimer Main Street Small Cap Fund

Oppenheimer Master Event-Linked Bond Fund, LLC

Oppenheimer Master International Value Fund, LLC

Oppenheimer Master Loan Fund, LLC

Oppenheimer Money Market Fund, Inc.

Oppenheimer Multi-State Municipal Trust (3 series):

Oppenheimer New Jersey Municipal Fund

Oppenheimer Pennsylvania Municipal Fund

Oppenheimer Rochester National Municipals

Oppenheimer Portfolio Series (4 series)

   Conservative Investor Fund

Moderate Investor Fund

   Equity Investor Fund

   Active Allocation Fund

Oppenheimer Portfolio Series Fixed Income Active Allocation Fund

Oppenheimer Principal Protected Main Street Fund (a series of Oppenheimer Principal 

Protected Trust)

Oppenheimer Principal Protected Main Street Fund II (a series of Oppenheimer Principal

Protected Trust II)

Oppenheimer Principal Protected Main Street Fund III (a series of Oppenheimer Principal Protected Trust III)

Oppenheimer Quest For Value Funds (3 series)

Oppenheimer Quest Balanced Fund

Oppenheimer Quest Opportunity Value Fund

Oppenheimer Small- & Mid-Cap Value Fund

Oppenheimer Quest International Value Fund, Inc.

Oppenheimer Real Estate Fund

Oppenheimer Rising Dividends Fund, Inc.

Oppenheimer Rochester Arizona Municipal Fund

Oppenheimer Rochester Double Tax-Free Municipals

Oppenheimer Rochester General Municipal Fund

Oppenheimer Rochester Maryland Municipal Fund

Oppenheimer Rochester Massachusetts Municipal Fund

Oppenheimer Rochester Michigan Municipal Fund

Oppenheimer Rochester Minnesota Municipal Fund

Oppenheimer Rochester North Carolina Municipal Fund

Oppenheimer Rochester Ohio Municipal Fund

Oppenheimer Rochester Virginia Municipal Fund

Oppenheimer Select Value Fund

Oppenheimer Senior Floating Rate Fund

Oppenheimer Series Fund, Inc. (1 series):

Oppenheimer Value Fund

Oppenheimer SMA Core Bond Fund

Oppenheimer SMA International Bond Fund

Oppenheimer Strategic Income Fund

Oppenheimer Transition 2010 Fund

Oppenheimer Transition 2015 Fund

Oppenheimer Transition 2020 Fund

Oppenheimer Transition 2025 Fund

Oppenheimer Transition 2030 Fund

Oppenheimer Transition 2040 Fund

Oppenheimer Transition 2050 Fund

Oppenheimer U.S. Government Trust

Oppenheimer Variable Account Funds (11 series):

Oppenheimer Balanced Fund/VA

Oppenheimer Capital Appreciation Fund/VA

Oppenheimer Core Bond Fund/VA

Oppenheimer Global Securities Fund/VA

Oppenheimer High Income Fund/VA

Oppenheimer Main Street Fund/VA

Oppenheimer Main Street Small Cap Fund/VA

Oppenheimer MidCap Fund/VA

Oppenheimer Money Fund/VA

Oppenheimer Strategic Bond Fund/VA

Oppenheimer Value Fund/VA

Panorama Series Fund, Inc. (4 series):

Growth Portfolio

Oppenheimer International Growth Fund/VA

Total Return Portfolio

Rochester Fund Municipals



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



The address of OppenheimerFunds, Inc., OppenheimerFunds Distributor, Inc., HarbourView Asset Management Corporation, Oppenheimer Acquisition Corp., OFI Private Investments Inc., OFI Institutional Asset Management, Inc. Oppenheimer Real Asset Management, Inc. and OFI Trust Company is Two World Financial Center, 225 Liberty Street, 11^th Floor, New York, New York 10281-1008.



The address of OppenheimerFunds International Ltd. is 70 Sir John Rogerson’s Quay, Dublin 2, Ireland.



The address of OFI Institutional Asset Management, Ltd., is One Silk Road, London, England EC27 8HQ



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



The address of OppenheimerFunds International Distributor Limited is 13^th Floor, Printing House, 6 Duddell Street, Central, Hong Kong.



Item 32. Principal Underwriter



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

  

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

Name & Principal Business Address	Position & Office with Underwriter	Position and Office with Registrant
Timothy Abbhul(1)	Vice President and Treasurer	None
Robert Agan(1)	Vice President	None
Anthony Allocco(2)	Assistant Vice President	None
Janette Aprilante(2)	Secretary	None
James Austin(1)	Vice President	None
James Barker 1723 W. Nelson Street Chicago, IL 60657	Vice President	None
Kathleen Beichert(1)	Senior Vice President	None
Rocco Benedetto(2)	Vice President	None
Christopher Bergeron	Vice President	None
Rick Bettridge 11504 Flowering Plum Lane Highland, UT 84003	Vice President	None
David A. Borrelli 105 Black Calla Ct. San Ramon, CA 94583	Vice President	None
Jeffrey R. Botwinick 4431 Twin Pines Drive Manlius, NY 13104	Vice President	None
Sarah Bourgraf(1)	Vice President	None
Bryan Bracchi 1124 Hampton Dr. Allen, TX 75013	Vice President	None
Joshua Broad(2)	Vice President	None
Ken Broadsky(2)	Vice President	None
Kevin E. Brosmith 5 Deer Path South Natlick, MA 01760	Senior Vice President	None
Jeffrey W. Bryan 1048 Malaga Avenue Coral Gables, FL 33134	Vice President	None
Ross Burkstaller 211 Tulane Drive SE Albuquerque, NM 87106	Vice President	None
Robert Caruso 15 Deforest Road Wilton, CT 06897	Vice President	None
Donelle Chisolm(2)	Assistant Vice President	None
Andrew Chronofsky	Vice President	None
Angelanto Ciaglia(2)	Vice President	None
Nicholas Cirbo(1)	Vice President	None
Melissa Clayton(2)	Assistant Vice President	None
Craig Colby(2)	Vice President	None
Rodney Constable(1)	Vice President	None
Neev Crane 1530 Beacon Street, Apt. #1403 Brookline, MA 02446	Vice President	None
Michael Daley 40W387 Oliver Wendell Holmes St St. Charles, IL 60175	Vice President	None
Fredrick Davis 14431 SE 61st Street Bellevue, WA 98006	Vice President	None
John Davis(2)	Vice President	None
Stephen J. Demetrovits(2)	Vice President	None
Brian Dietrich(1)	Assistant Vice President	None
Steven Dombrower 13 Greenbrush Court Greenlawn, NY 11740	Vice President	None
Robert Dunphy(2)	Vice President	None
Beth Arthur Du Toit(1)	Vice President	None
Paul Eck 3055 Forest Ridge Court Fairlawn, OH 44333	Vice President	None
Kent M. Elwell 35 Crown Terrace Yardley, PA 19067	Vice President	None
Gregg A. Everett 4328 Auston Way Palm Harbor, FL 34685-4017	Vice President	None
George R. Fahey 9511 Silent Hills Lane Lone Tree, CO 80124	Senior Vice President	None
Eric C. Fallon 10 Worth Circle Newton, MA 02458	Vice President	None
Matthew Farrier(1)	Vice President	None
Kristie Feinberg(2)	Assistant Treasurer	None
Joseph Fernandez 1717 Richbourg Park Drive Brentwood, TN 37027	Vice President	None
Mark J. Ferro 104 Beach 221st Street Breezy Point, NY 11697	Senior Vice President	None
Eric P. Fishel 725 Boston Post Rd., #12 Sudbury, MA 01776	Vice President	None
Patrick W. Flynn 14083 East Fair Avenue Englewood, CO 80111	Senior Vice President	None
John (“J”) Fortuna(2)	Vice President	None
Jayme D. Fowler 3818 Cedar Springs Road, #101-349 Dallas, TX 75219	Vice President	None
Diane Frankenfield(2)	Senior Vice President	None
Jerry Fraustro(2)	Vice President	None
William Friebel 2919 St. Albans Forest Circle Glencoe, MO 63038	Vice President	None
Alyson Frost(2)	Assistant Vice President	None
Greg Fulginite 515 N. Bemiston Ave. St. Louis, MO 63130	Vice President	None
William Gahagan(2)	Vice President	None
Charlotte Gardner(1)	Vice President	None
David Goldberg(2)	Assistant Vice President	None
Michael Gottesman 255 Westchester Way Birmingham, MI 48009	Vice President	None
Raquel Granahan(2)	Senior Vice President	None
Robert Grill(2)	Senior Vice President	None
Eric Grossjung 4002 N. 194th Street Elkhorn, NE 68022	Vice President	None
Michael D. Guman 3913 Pleasant Avenue Allentown, PA 18103	Vice President	None
James E. Gunter 603 Withers Circle Wilmington, DE 19810	Vice President	None
Kevin J. Healy(2)	Vice President	None
Kenneth Henry(2)	Vice President	None
Wendy G. Hetson(2)	Vice President	None
Jennifer Hoelscher(1)	Assistant Vice President	None
Edward Hrybenko(2)	Senior Vice President	None
Amy Huber(1)	Assistant Vice President	None
Brian F. Husch 37 Hollow Road Stonybrook, NY 11790	Vice President	None
Patrick Hyland(2)	Assistant Vice President	None
Keith Hylind(2)	Vice President	None
Kathleen T. Ives(1)	Vice President & Assistant Secretary	Assistant Secretary
Shonda Rae Jaquez(2)	Vice President	None
Brian Johnson(1)	Vice President	None
Eric K. Johnson 8588 Colonial Drive Lone Tree, CO 80124	Senior Vice President	None
Elyse Jurman 5486 NW 42 Ave Boca Raton, FL 33496	Vice President	None
Thomas Keffer(2)	Senior Vice President	None
Michael Keogh(2)	Vice President	None
Brian Kiley(2)	Vice President	None
Richard Klein 4820 Fremont Avenue South Minneapolis, MN 55419	Senior Vice President	None
Brent A. Krantz 61500 Tam McArthur Loop Bend, OR 97702	Senior Vice President	None
Eric Kristenson(2)	Vice President	None
David T. Kuzia 10258 S. Dowling Way Highlands Ranch, CO 80126	Vice President	None
Tracey Lange(2)	Vice President	None
John Laudadio	Vice President	None
Jesse Levitt(2)	Vice President	None
Julie Libby(2)	Senior Vice President	None
Eric J. Liberman 27 Tappan Ave., Unit West Sleepy Hollow, NY 10591	Vice President	None
Malissa Lischin(2)	Assistant Vice President	None
Christina Loftus(2)	Vice President	None
Thomas Loncar 1401 North Taft Street, Apt. 726 Arlington, VA 22201	Vice President	None
Peter Maddox(2)	Vice President	None
Michael Malik 546 Idylberry Road San Rafael, CA 94903	Vice President	None
Steven C. Manns 1627 N. Hermitage Avenue Chicago, IL 60622	Vice President	None
Todd A. Marion 24 Midland Avenue Cold Spring Harbor, NY 11724	Vice President	None
LuAnn Mascia(2)	Vice President	None
Anthony Mazzariello(2)	Vice President	None
Michael McDonald 11749 S Cormorant Circle Parker, CO 80134	Vice President	None
John C. McDonough 533 Valley Road New Canaan, CT 06840	President and Director	None
Kent C. McGowan 9510 190th Place SW Edmonds, WA 98020	Vice President	None
Brian F. Medina 3009 Irving Street Denver, CO 80211	Vice President	None
William Meerman 4939 Stonehaven Drive Columbus, OH 43220	Vice President	None
Clint Modler(1)	Vice President	None
Robert Moser 9650 East Aspen Hill Circle Lone Tree, CO 80124	Vice President	None
David W. Mountford 7820 Banyan Terrace Tamarac, FL 33321	Vice President	None
James Mugno(2)	Vice President	None
Matthew Mulcahy(2)	Vice President	None
Wendy Jean Murray 32 Carolin Road Upper Montclair, NJ 07043	Vice President	None
Janet Oleary(2)	Vice President	None
John S. Napier 17 Hillcrest Ave. Darien, CT 06820	Senior Vice President	None
Christina Nasta(2)	Vice President	None
Kevin P. Neznek(2)	Vice President	None
Christopher Nicholson(2)	Vice President	None
Chad Noel	Vice President	None
Timothy O’Connell(2)	Vice President	None
Janet Oleary(2)	Vice President	None
Alan Panzer 6755 Ridge Mill Lane Atlanta, GA 30328	Vice President	None
Maria Paster(2)	Assistant Vice President	None
Donald Pawluk(2)	Vice President	None
Brian C. Perkes 6 Lawton Ct. Frisco, TX 75034	Vice President	None
Wayne Perry 3900 Fairfax Drive Apt 813 Arlington, VA 22203	Vice President	None
Charles K. Pettit(2)	Vice President	None
David Pfeffer(2)	Director	None
Andrew Phillips(1)	Assistant Vice President	None
Aaron Pisani(1)	Vice President	None
Rachel Powers(1)	Vice President	None
Nicole Pretzel(2)	Vice President	None
Minnie Ra 100 Dolores Street, #203 Carmel, CA 93923	Vice President	None
Dustin Raring 27 Blakemore Drive Ladera Ranch, CA 92797	Vice President	None
Michael A. Raso 3 Vine Place Larchmont, NY 10538	Vice President	None
Richard E. Rath 46 Mt. Vernon Ave. Alexandria, VA 22301	Vice President	None
Ramsey Rayan(2)	Vice President	None
William J. Raynor(4)	Vice President	None
Ian M. Roche 7070 Bramshill Circle Bainbridge, OH 44023	Vice President	None
Michael Rock 9016 Stourbridge Drive Huntersville, NC 28078	Vice President	None
Stacy Roode(2)	Vice President	None
Thomas Sabow 6617 Southcrest Drive Edina, MN 55435	Vice President	None
John Saunders 2251 Chantilly Ave. Winter Park, FL 32789	Vice President	None
Thomas Schmitt 40 Rockcrest Rd Manhasset, NY 11030	Vice President	None
William Schories 3 Hill Street Hazlet, NJ 07730	Vice President	None
Jennifer Sexton(2)	Vice President	None
Eric Sharp 862 McNeill Circle Woodland, CA 95695	Vice President	None
Kenneth Shell(1)	Vice President	None
Debbie A. Simon 55 E. Erie St., #4404 Chicago, IL 60611	Vice President	None
Bryant Smith	Vice President	None
Christopher M. Spencer 2353 W 118th Terrace Leawood, KS 66211	Vice President	None
John A. Spensley 375 Mallard Court Carmel, IN 46032	Vice President	None
Michael Staples 4255 Jefferson St Apt 328 Kansas City, MO 64111	Vice President	None
Alfred St. John(2)	Vice President	None
Bryan Stein 8 Longwood Rd. Voorhees, NJ 08043	Vice President	None
Wayne Strauss(3)	Assistant Vice President	None
Brian C. Summe 2479 Legends Way Crestview Hills, KY 41017	Vice President	None
Kenneth Sussi(2)	Vice President	None
Michael Sussman(2)	Vice President	None
George T. Sweeney 5 Smokehouse Lane Hummelstown, PA 17036	Senior Vice President	None
Brian Taylor	Vice President	None
James Taylor(2)	Assistant Vice President	None
Paul Temple(2)	Vice President	None
Troy Testa	Vice President	None
David G. Thomas 16628 Elk Run Court Leesburg, VA 20176	Vice President	None
Mark S. Vandehey(1)	Vice President and Chief Compliance Officer	Vice President and Chief Compliance Officer
Vincent Vermette(2)	Vice President	None
Teresa Ward(1)	Vice President	None
Janeanne Weickum(1)	Vice President	None
Michael J. Weigner 4905 W. San Nicholas Street Tampa, FL 33629	Vice President	None
Donn Weise 3249 Earlmar Drive Los Angeles, CA 90064	Vice President	None
Chris G. Werner 98 Crown Point Place Castle Rock, CO 80108	Vice President	None
Ryan Wilde(1)	Vice President	None
Julie Wimer(2)	Assistant Vice President	None
Peter Winters 911 N. Organce Ave, Apt. 514 Orlando, FL 32801	Vice President	None
Patrick Wisneski(1)	Vice President	None
Meredith Wolff(2)	Vice President	None
Michelle Wood(2)	Vice President	None
Cary Patrick Wozniak 18808 Bravata Court San Diego, CA 92128	Vice President	None
John Charles Young 3914 Southwestern Houston, TX 77005	Vice President	None
Jill Zachman(2)	Vice President	None
Robert G. Zack(2)	General Counsel & Director	Secretary
Steven Zito(1)	Vice President	None





⁽¹⁾6803 South Tucson Way, Centennial, CO 80112-3924

⁽²⁾Two World Financial Center, 225 Liberty Street, 11^th Floor, New York, NY 10281-1008

⁽³⁾350 Linden Oaks, Rochester, NY 14623

⁽⁴⁾Independence Wharf, 470 Atlantic Avenue, 11^th Floor, Boston, MA 02210



Item 33. Location of Accounts and Records



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



Item 34. Management Services



Not applicable

  

Item 35. Undertakings



Not applicable.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York and State of New York on the 1st day of April, 2010.

Oppenheimer Portfolio Series Fixed Income Active Allocation Fund

By William F. Glavin, Jr.*

William F. Glavin, Jr., President

Principal Executive Officer and Trustee

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

Signatures Title Date

William L. Armstrong* Chairman of the April 1, 2010

William L. Armstrong Board of Trustees

William F. Glavin* President, Principal April 1, 2010

William F. Glavin Executive Officer and

Brian W. Wixted* Treasurer, Principal April 1, 2010

Brian W. Wixted Financial & Accounting Officer

George C. Bowen* Trustee April 1, 2010

George C. Bowen

Edward L. Cameron* Trustee April 1, 2010

Edward L. Cameron

Jon S. Fossel* Trustee April 1, 2010

Jon S. Fossel

Sam Freedman* Trustee April 1, 2010

Sam Freedman

Richard F. Grabish* Trustee April 1, 2010

Richard F. Grabish

Beverly L. Hamilton* Trustee April 1, 2010

Beverly L. Hamilton

Robert J. Malone* Trustee April 1, 2010

Robert J. Malone

F. William Marshall, Jr.* Trustee April 1, 2010

F. William Marshall, Jr.

*By: /s/ Kathleen T. Ives

Kathleen T. Ives, Attorney-in-Fact



OPPENHEIMER PORTFOLIO SERIES FIXED INCOME ACTIVE ALLOCATION FUND



Post-Effective Amendment No. 4



Registration No. 333-146105



EXHIBIT INDEX



Exhibit No.   Description



23(f)     Form of Oppenheimer Funds Compensation Deferral Plan



23(j)     Independent Registered Public Accounting Firm’s Consent