Registration No. 333-147062
                                                       File No. 811-22092

                                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. 2                                        [X]


      Post-Effective Amendment No. __                                    [   ]

                                    and/or

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


      Amendment No. 2                                                      [X]


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               OPPENHEIMER ROCHESTER DOUBLE TAX-FREE MUNICIPALS
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              (Exact Name of Registrant as Specified in Charter)

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

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

                             Robert G. Zack, Esq.
                            OppenheimerFunds, Inc.
                Two World Financial Center, 225 Liberty Street
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                        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)
     [   ] 60 days after filing pursuant to paragraph (a)(1)
     [   ] on _______________ pursuant to paragraph (a)(1)
     [   ] 75 days after filing pursuant to paragraph (a)(2)
     [   ] on _______________ pursuant to paragraph (a)(2) of Rule 485.


If appropriate, check the following box:

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

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

OPPENHEIMER ROCHESTERTM DOUBLE TAX-FREE MUNICIPALS

Oppenheimer
Rochester Double Tax-Free Municipals

Prospectus dated

September __, 2008                        Oppenheimer Rochester Double Tax-Free
                                          Municipals is a mutual fund that seeks as
                                          high a level of current interest income
                                          exempt from federal and state income
                                          taxes as is consistent with preservation
                                          of capital.


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



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

            ABOUT THE FUND

            The  Fund's   Investment   Objective  and   Principal   Investment
Strategies

            Main Risks of Investing in the Fund

            The Fund's Past Performance

            Fees and Expenses of the Fund

            About the Fund's Investments

            How the Fund is Managed


            ABOUT YOUR ACCOUNT

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

            Special Investor Services
            AccountLink
            PhoneLink
            OppenheimerFunds Internet Website

            How to Sell Shares
            By Mail
            By Telephone

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







ABOUT THE FUND

The Fund's Investment Objective and Principal Investment Strategies

WHAT IS THE FUND'S INVESTMENT OBJECTIVE? The Fund seeks as high a level of
current interest income exempt from federal and state income taxes as is
consistent with preservation of capital.

The Fund's investment objective is a non-fundamental policy and may be
changed by the Fund's Board of Trustees, without shareholder approval upon 60
days' written notice to shareholders.

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What is a Municipal Security?  Municipal securities are fixed-income securities
primarily issued by states, cities, counties and other government entities,
including U.S. territories, commonwealths and possessions, to finance the
development of local communities.  The interest received from most municipal
bonds is exempt from federal, state or local income taxes in the municipalities
where the bonds are issued.

  What is a Territory Municipal Security? Territory municipal securities are
  issued by U.S. territories, commonwealths and possessions and pay interest
  that, in the opinion of counsel to the issuer of each security, is exempt
  from federal and state personal income taxes.

What are U.S. Territories?  U.S. Territories are U.S. territories,
commonwealths and possessions over which the United States has jurisdiction
and include, for example, Puerto Rico, the Virgin Islands, the Mariana
Islands and Guam (collectively referred to as "U.S. Territories").

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WHAT DOES THE FUND MAINLY INVEST IN? The Fund invests mainly in municipal
securities issued by U.S. Territories to the extent such obligations are
exempt from federal and state income taxes.  These debt obligations are
generally issued by U.S. Territories and their political subdivisions (such
as cities, towns, counties, agencies and authorities) and primarily include
municipal bonds (which are long-term obligations), municipal notes
(short-term obligations), and interests in municipal leases. Under normal
market conditions, and as a fundamental policy, the Fund invests at least 80%
of its net assets (plus borrowings for investment purposes) in investments
the income from which, in the opinion of counsel to the issuer of each
investment at the time the security is issued, is exempt from both federal
and state income tax.  Securities that generate income subject to alternative
minimum tax ("AMT") will count towards the Fund's 80% federal and state
municipal securities requirement. The Fund selects investments without regard
to this type of tax treatment.

Most of the securities the Fund buys must be "investment grade" (rated in one
of the four highest rating categories of a nationally-recognized statistical
rating organizations, such as Moody's Investors Service ("Moody's")),
although the Fund also can invest as much as 25% of its total assets at the
time of purchase in lower-grade securities (sometimes called "junk bonds.")


The Fund does not limit its investments to securities of a particular
maturity range, and may hold both short- and long-term securities.  However,
the Fund currently focuses on longer-term securities to seek higher yields.
This portfolio strategy is subject to change. Investments in inverse
floaters, a variable rate obligation and form of derivative,  can expose the
Fund to the effects of leverage of up to 20% of its total assets.  The Fund
can also borrow money to purchase additional securities, another form of
"leverage". Although the amount will vary from time to time, the amount of
leveraging from borrowings will not exceed one-third of the Fund's total
assets. These investments and techniques are more fully explained below.


HOW DO THE PORTFOLIO MANAGERS DECIDE WHAT SECURITIES TO BUY OR SELL? In
selecting securities for the Fund, the portfolio managers look for municipal
securities primarily using a variety of factors that may change over time and
may vary in particular cases. The portfolio managers currently look for:

   Securities that provide high current income,

o     A wide range of municipal securities of different issuers within the
      U.S. Territories including different agencies and municipalities, to
      spread risk,

o     Special situations that provide opportunities for value,
o     Securities having favorable credit characteristics
o     Securities across a wide range of municipal sectors, coupons and

               revenue sources,
o     Unrated bonds that might provide high income,
o     Securities of smaller issuers that might be overlooked by other
               investors and funds,

o     Special situations of higher rated bonds that provide opportunities for
      above average income.


      The portfolio managers may consider selling a security if any of these
factors no longer applies to a security purchased for the Fund.


WHO IS THE FUND DESIGNED FOR? The Fund is designed for individual investors
who are seeking income exempt from federal and state personal income taxes.
The Fund does not seek capital gains or growth. Because it invests in
tax-exempt securities, the Fund is not appropriate for retirement plan
accounts or for investors seeking capital growth. The Fund is not a complete
investment program. You should carefully consider your own investment goals
and risk tolerance before investing in the Fund.


Main Risks of Investing in the Fund


All investments have some degree of risk. The value of the Fund's shares
fluctuates as the value of the Fund's investments changes, and may decline.
The value of the Fund's investments may change because of broad changes in
the markets in which the Fund invests or from more specific factors like
those described below. There is also the risk that poor security selection
could cause the Fund to underperform other funds with similar objectives.
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 Fund's share prices and yields may change daily based on changes in
general bond market movements, changes in values of particular bonds because
of events affecting the issuer, or changes in interest rates that can affect
bond prices overall.  The Fund focuses its investments in U.S. Government
Territories and is non-diversified.  The Fund will therefore be vulnerable to
the effects of economic, regulatory and political developments that affect
territory governmental issuers.

CREDIT RISK. Municipal securities are subject to credit risk, which is the
risk that the issuer of a security might not make interest and principal
payments on the security as they become due. The credit quality of many bond
issues is evaluated by rating agencies such as Moody`s and Standard & Poor`s
based on an analysis of the ability of the bond issuer to meet all required
interest and principal payments.  If a bond is insured, it will usually be
rated by the rating agencies based on the financial strength of the insurer.

If the issuer fails to pay interest, the Fund's income and the value of the
security may be reduced. Because the Fund can invest as much as 25% of its
total assets in municipal securities below investment grade, the Fund's
credit risks are generally greater than those of funds that buy only
investment-grade bonds. If the issuer fails to repay principal, the value of
that security may be reduced. The extent of this risk varies based on the
terms of the particular security and the financial condition of the issuer. A
downgrade in an issuer's credit rating or other adverse news about an issuer
can reduce the value of that issuer's securities.

Special Credit Risks of Lower-Grade Securities. Because the Fund can invest
as much as 25% of its total assets in municipal securities below investment
grade, the Fund's credit risks are greater than those of funds that buy only
investment-grade bonds. Municipal securities that are rated below investment
grade (these are sometimes called "junk bonds") may be subject to greater
price fluctuations and risks of loss of income and principal than investment
grade municipal securities. Securities that are (or that have fallen) below
investment grade have a greater risk that the issuers might not meet their
debt obligations. They also may not have an active trading market, which
means that they would be less liquid than investment grade securities, making
it harder for the Fund to sell them at an acceptable price.

Recent developments relating to subprime mortgages have adversely affected
credit markets in the United States and elsewhere. The values of many types
of municipal securities have been reduced, including municipal securities
held by the Fund 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. In addition, broker-dealers and other market participants have been less
wiling to make a market in some types of debt instruments, which has impacted
the liquidity of those instruments. These developments may also have a
negative effect on the broader economy. There is a risk that the lack of
liquidity or other adverse credit market conditions may hamper municipal
issuers' ability to obtain loans for anticipated projects or ongoing needs,
including issuers in which the Fund invests.

INTEREST RATE RISK. Municipal securities are subject to changes in value when
prevailing interest rates change. When prevailing interest rates fall, the
values of already-issued municipal securities generally rise. As a result,
the income the Fund earns on its investments, and the Fund's distributions to
shareholders, may decline. When prevailing interest rates rise, the values of
already-issued municipal securities generally fall, and the securities may
sell at a discount from their face amount. The magnitude of these price
changes is generally greater for bonds having longer maturities. When the
average maturity of the Fund's portfolio is longer, its share price may
fluctuate more if interest rates change. The Fund currently focuses on
longer-term securities to seek higher income. Therefore, its share prices may
fluctuate more when interest rates change. Additionally, the Fund can buy
variable rate obligations. When interest rates fall, the yields of these
securities decline. Callable bonds that the Fund buys are more likely to be
called when interest rates fall, and the Fund might then have to reinvest the
proceeds of the called instrument in other securities that have lower yields,
reducing its income.

SPECIAL RISKS OF INVESTING PRIMARILY IN MUNICIPAL SECURITIES OF U.S.
TERRITORIES. The Fund invests primarily in obligations of the governments of
U.S. Territories such as Puerto Rico, the Virgin Islands, the Mariana
Islands, and Guam to the extent the income from which, in the opinion of
counsel to the issuer of each investment at the time the security is issued,
is exempt from federal and state income taxes. Accordingly, the Fund may be
adversely affected by local political and economic conditions and
developments within these U.S. Territories, affecting the issuers of such
obligations.  The value of the Fund's portfolio investments will be highly
sensitive to events affecting the fiscal stability of those U.S. Territories
and their municipalities, agencies, authorities and other instrumentalities
that issue securities.  In particular, economic, legislative, regulatory or
political developments affecting the ability of issuers to pay interest or
repay principal may significantly affect the value of the Fund's investments.
These developments can include or arise from, for example, insolvency of an
issuer, uncertainties related to the tax status of municipal securities, tax
base erosion, local limits on tax increases, budget deficits and other
financial difficulties, or changes in the credit ratings assigned to
municipal issuers of U.S. Territories. Other occurrences, such as
catastrophic natural disasters, can also adversely affect the fiscal
stability of U.S. Territories.

Many mutual funds purchase municipal securities issued by U.S. Territories as
an alternative for their state municipal funds because the supply of state
issuances within a particular state may be low. This strong demand for
territory municipal securities tends to also help to keep bond values high
relative to the values of state bonds. Puerto Rico's municipal bond market is
particularly widely traded because of its dual tax-exemption advantages.


The Statement of Additional Information contains more detailed information
about the  economic and market considerations specific to U.S. Territories.


Municipal Sector Concentration.  While the Fund's fundamental policies do not
allow it to concentrate its investments (that is, to invest more than 25% of
its total assets) in a single industry, municipal securities are not
considered an "industry" under that policy.  Therefore, the Fund may invest
more than 25% of its total assets in municipal securities that finance
similar types of projects or from which the interest is paid from revenues of
similar types of projects.  Examples of these similar types of projects
include, but are not limited to, land-secured bonds (also categorized as
special tax, special assessment, or tax increment financing bonds for
purposes of the Fund's industry concentration policy), education, hospitals,
healthcare, housing, industrial development, transportation or pollution
control.  Similar types of projects or projects are related in such a way
that economic, business or political development or changes affecting one
such security also would affect the other securities.  Therefore, a change
that affects one project, such as proposed legislation on the financing of
the project, a shortage of the materials needed for the project, or a
declining economic need for the project, would likely affect all similar
projects, thereby increasing market risk.  These types of municipal
securities are not considered a part of an industry for purposes of the
Fund's industry concentration policy.
RISKS OF NON-DIVERSIFICATION. The Fund is "non-diversified." That means that
compared to funds that are diversified, it can invest a greater portion of
its assets in the securities of one issuer, such as bonds issued by the
governments of U.S. Territories. Having a higher percentage of its assets
invested in the securities of fewer issuers, particularly obligations of
government issuers of a single territory, commonwealth or possession, could
result in greater fluctuations of the Fund's share prices due to economic,
regulatory or political problems in that territory, possession, or
commonwealth.

TAXABILITY RISK. The Fund will invest in municipal securities in reliance at
the time of purchase on an opinion of bond counsel to the issuer that the
interest paid on those securities will be excludable from gross income for
federal and state income tax purposes. Subsequent to the Fund's acquisition
of such a municipal security, however, the Internal Revenue Service may
determine that a municipal bond issued as tax-exempt should in fact be
taxable and the security may be determined to  have paid, taxable income. If
the Fund held such a bond, it might have to distribute ordinary income
dividends or reclassify income previously distributed as exempt-interest
dividends, subjecting the Fund's shareholders to increased federal or state
income tax liabilities.

SPECIAL RISKS OF USING DERIVATIVE INVESTMENTS. The Fund can use derivatives
to seek increased income or returns or to try to hedge investment risks. In
general terms, a derivative investment is an investment contract whose value
depends on (or is derived from) the value of an underlying asset, interest
rate or index. Swaps, "inverse floaters" and certain types of "floating rate"
or variable rate obligations are some examples of derivatives that the Fund
can use and are discussed further below.


If the issuer of the derivative investment does not pay the amount due, the
Fund can lose money on its investment. Also, the underlying security or
investment on which the derivative is based, and the derivative itself, may
not perform the way the Manager expected it to perform. If that happens, the
Fund will get less income than expected or its share price could decline. To
try to preserve capital, the Fund has limits on the amount of particular
types of derivatives it can hold. However, using derivatives can increase the
volatility of the Fund's share prices. Some derivatives may be illiquid,
making it difficult for the Fund to sell them quickly at an acceptable price.

When the Fund invests in certain derivatives, for example, inverse floaters
and swaps, the Fund must segregate or earmark cash or readily marketable
short-term debt instruments in an amount equal to the obligation.


o     Inverse Floaters. The Fund may invest in inverse floaters to seek
      greater income and total return. The Fund will not expose more than 20%
      of its total assets to the effects of leverage from its investments in
      inverse floaters. An inverse floater typically is a derivative
      instrument created by a trust that divides a fixed-rate municipal
      security into two securities: a short-term tax free floating rate
      security and a long-term tax free floating rate security (the inverse
      floater) that pays interest at rates that move in the opposite
      direction of the yield on the short-term floating rate security. As
      short-term interest rates rise, inverse floaters produce less current
      income (and, in extreme cases, may pay no income) and as short-term
      interest rates fall, inverse floaters produce more current income.


      Certain inverse floaters are created when the Fund purchases a
      fixed-rate municipal security and subsequently transfers it to a trust
      created by a broker-dealer (the sponsor). The trust creates the inverse
      floater pursuant to an arrangement that enables the Fund to withdraw
      the underlying bond to collapse the inverse floater (upon the payment
      of the value of the short-term security and certain costs).
      Additionally, the Fund purchases inverse floaters created by municipal
      issuers directly or by other parties depositing securities into a
      sponsored trust.

      The Fund may also enter into "shortfall and forbearance" agreements
      with respect to inverse floaters. Under those agreements, on
      liquidation of the trust, the Fund is committed to pay the trust the
      difference between the liquidation value of the underlying municipal
      bond on which the inverse floater is based and the principal amount
      payable to the holders of the short-term floating rate security that is
      based on the same underlying municipal security. Although the Fund has
      the risk that it may be required to make such additional payment, these
      agreements may offer higher interest payments than a standard inverse
      floater.
      The Fund's investments in inverse floaters may involve additional
      risks. The market value of inverse floaters can be more volatile than
      that of a conventional fixed-rate bond having similar credit quality,
      redemption provisions and maturity. Typically, inverse floaters tend to
      underperform fixed rate bonds in a rising long-term interest rate
      environment, but tend to outperform fixed rate bonds in a falling or
      stable long-term interest rate environment. Inverse floaters all entail
      some degree of leverage. An inverse floater that has a higher degree of
      leverage usually is more volatile with respect to its price and income
      than an inverse floater that has a lower degree of leverage. Some
      inverse floaters have a "cap," so that if interest rates rise above the
      "cap," the security pays additional interest income. If rates do not
      rise above the "cap," the Fund will have paid an additional amount for
      a feature that proved worthless.

      Because of the accounting treatment for inverse floaters created by the
      Fund's transfer of a municipal bond to a trust, the Fund's financial
      statements will reflect these transactions as "secured borrowings,"
      which affects the Fund's expense ratios, statements of income and
      assets and liabilities and causes the Fund's Statement of Investments
      to include the underlying municipal bond.

o     Floating Rate/Variable Rate Obligations. Some municipal securities have
      variable or floating interest rates. Variable rates are adjustable at
      stated periodic intervals. Floating rates are automatically adjusted in
      relation to a specified market rate, such as the percentage of the
      prime rate of a bank, or the 91-day U.S. Treasury Bill rate or LIBOR.
      These obligations may be secured by bank letters of credit or other
      credit support arrangements and can include "participation interests"
      purchased from banks that give the Fund an undivided interest in a
      municipal obligation in proportion to its investments.


      Percentage of LIBOR Notes (PLNs). The Fund may invest in Percentage of
      LIBOR Notes ("PLNs") which are variable rate municipal securities based
      on the London Interbank Offered Rate ("LIBOR"), a widely used benchmark
      for short-term interest rates and used by banks for interbank loans
      with other banks.  A PLN typically pays interest based on a percentage
      of a LIBOR rate for a specified time plus an established yield
      premium.  Due to their variable rate features, PLNs will generally pay
      higher levels of income in a rising interest rate environment and lower
      levels of income as interest rates decline.  In times of substantial
      market volatility, however, the PLNs may not perform as anticipated.
      The value of a PLN also may decline due to other factors, such as
      changes in credit quality of the underlying bond.

      Because the market for PLNs is relatively new and still developing, the
      Fund's ability to engage in transactions using such instruments may be
      limited.  There is no assurance that a liquid secondary market will
      exist for any particular PLN or at any particular time, and so the Fund
      may not be able to close a position in a PLN when it is advantageous to
      do so.  The Fund also may transfer a PLN to a sponsor to create an
      inverse floater, which may, as discussed above, further increase the
      volatility of the market value of a PLN or the inverse floater.

LEVERAGE RISKS. As noted above, the Fund can invest in inverse floating rate
securities and can borrow from banks to purchase additional securities and
can invest in inverse floating rate securities in amounts up to one-third of
its total assets (including the amount borrowed) less all liabilities and
indebtedness other than borrowings. These techniques create "leverage." The
interest on borrowed money is an expense that might reduce the Fund's yield
and the use of leverage may subject the Fund to other expenses that are
higher than for funds that do not borrow for leverage. Leverage may also make
the Fund's share price more sensitive to interest rate changes.

HOW RISKY IS THE FUND OVERALL? There is no assurance that the Fund will
achieve its investment objective. In the OppenheimerFunds spectrum, the Fund
is more conservative than some types of taxable bond funds, such as high
yield bond funds, but has greater risks than money market funds.


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


As of the date of this prospectus the Fund had not commenced operations.
Therefore prior performance information is not yet available. Please remember
that the Fund is intended to be a long-term investment, and that performance
results are historical, and that past performance (particularly over a
short-term period) is not predictive of future results.


Fees and Expenses of the Fund


The following tables are meant to help you understand the fees and expenses
you may pay if you buy and hold shares of the Fund. The Fund pays a variety
of expenses directly for management of its assets, administration,
distribution of its shares and other services. Those expenses are subtracted
from the Fund's assets to calculate the Fund's net asset value per share. All
shareholders therefore pay those expenses indirectly. Shareholders pay other
expenses directly, such as sales charges and account transaction charges.
Because the Fund is new, the numbers below are estimated expenses during the
Fund's first fiscal year based on estimated average daily net assets of $20
million. Expenses may vary in future years.


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Shareholder Fees (charges paid directly from your investment):
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                                   Class A     Class B      Class C
                                   Shares       Shares       Shares
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Maximum Sales Charge (Load) on      4.75%        None         None
purchases
(as % of offering price)
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Maximum Deferred Sales Charge
(Load)
(as % of the lower of the          None(1)      5%(2)        1%(3)
original offering price or
redemption proceeds)
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Annual Fund Operating Expenses (deducted from Fund assets):
(% of average daily net assets)
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                                   Class A     Class B      Class C
                                   Shares       Shares       Shares
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Management Fees                    0.55%        0.55%        0.55%
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Distribution and/or Service        0.25%        1.00%        1.00%
(12b-1) Fees
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Other Expenses(4)                  0.75%        0.75%        0.75%

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Total Annual Operating             1.55%        2.30%        2.30%

Expenses(5)

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

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







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If shares are redeemed:     1 Year        3 Years
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Class A Shares               $626          $945
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Class B Shares               $736         $1,027
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Class C Shares               $336          $727
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   If shares are not        1 Year        3 Years
       redeemed:
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Class A Shares               $626          $945
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Class B Shares               $236          $727
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Class C Shares               $236          $727
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In the first example, estimated expenses include the initial sales charge for
Class A and the applicable Class B and Class C contingent deferred sales
charges. In the second example, the Class A expenses include the sales
charge, but Class B and Class C expenses do not include contingent deferred
sales charges.

1.    A  contingent   deferred  sales  charge  may  apply  to  redemptions  of
   investments  of $1  million  or more of  Class A  shares.  See  "How to Buy
   Shares" for details.
2.    Applies to redemptions in the first year after purchase. The contingent
   deferred sales charge gradually declines from 5% to 1% during years one
   through six and is eliminated after that.

3.    Applies to shares redeemed within 12 months of purchase.
4.    "Other Expenses" are estimates of transfer agent fees, interest and
   fees from borrowings, custodial fees, and accounting and legal expenses
   that the Fund pays. For the Fund's first fiscal year, 0.60% is estimated
   to be interest expense and fees from borrowings. The "Other Expenses" in
   the table are based on, among other things, an estimate of the fees the
   Fund would have paid if the transfer agent had not waived a portion of its
   fees under a voluntary undertaking to the Fund to limit those fees to
   0.35% of average daily net assets per fiscal year for all classes. That
   undertaking may be amended or withdrawn at any time.
5.    The Manager has voluntarily agreed to waive management fees and/or
   reimburse the Fund for certain expenses so that "Total Annual Fund
   Operating Expenses" will not exceed 0.80% of average annual net assets for
   Class A shares and 1.55% of average net assets for both Class B and Class
   C shares.  The voluntary waivers described above may be amended or
   withdrawn at any time.



About the Fund's Investments

THE FUND'S PRINCIPAL INVESTMENT POLICIES AND RISKS. The allocation of the
Fund's portfolio among different types of investments will vary over time
based upon the Manager's evaluation of economic and market trends. The Fund's
portfolio might not always include all of the different types of investments
described in this prospectus.

The Manager tries to reduce risks by selecting a variety of municipal
securities and by carefully researching securities before they are purchased.
However, changes in the overall market prices of municipal securities and the
income they pay can occur at any time. The Fund's yield and share price will
change daily based on changes in interest rates and market conditions or
other economic events. The Statement of Additional Information contains more
detailed information about the Fund's investment policies and risks.

MUNICIPAL SECURITIES. The Fund buys municipal bonds and notes, tax-exempt
commercial paper, certificates of participation in municipal leases and other
debt obligations. These debt obligations are issued to raise money for a
variety of public or private purposes, including financing local governments,
financing specific projects or financing public facilities. The Fund can buy
both long-term and short-term municipal securities. Long-term securities have
a maturity of more than one year. The Fund generally focuses on longer-term
securities to seek higher income.


Municipal securities generally are classified as general  or revenue
obligations. General obligations are secured by the issuer's pledge of its
full faith, credit and taxing power for the payment of principal and
interest. Revenue obligations are bonds whose interest is payable only from
the revenues derived from a particular facility or class of facilities, or a
specific excise tax or other revenue source. Some revenue obligations are
private activity bonds that pay interest that may be a tax preference item
for investors subject to the federal alternative minimum tax. The Fund
selects investments without regard to this type of tax treatment.
Additionally, there are times when an issuer will pledge its taxing power to
offer additional security to a revenue bond. These securities are sometimes
referred to as "appropriation debt" or "double-barreled bonds." See, for
example, "STA Tobacco Bonds" discussed later in this prospectus.


Municipal Lease Obligations. Municipal leases are used by local governments
to obtain funds to acquire land, equipment or facilities. The Fund can invest
in certificates of participation that represent a proportionate interest in
payments made under municipal lease obligations. Most municipal leases, while
secured by the leased property, are not general obligations of the issuing
municipality. They often contain "non-appropriation" clauses under which the
municipal government has no obligation to make lease or installment payments
in future years unless money is appropriated on a yearly basis.

If the municipal government stops making payments or transfers its payment
obligations to a private entity, the obligation could lose value or become
taxable. Although the obligation may be secured by the leased equipment or
facilities, the disposition of the property in the event of non-appropriation
or foreclosure might prove difficult, time consuming and costly, and may
result in a delay in recovering or the failure to recover the original
investment. Some lease obligations may not have an active trading market,
making it difficult for the Fund to sell them quickly at an acceptable price.


Ratings of Municipal Securities the Fund Buys. "Investment grade" securities
are those rated within the four highest rating categories of Moody's,
Standard & Poor's, Fitch Inc. or another nationally recognized statistical
rating organization, or (if unrated) judged by the Manager to be comparable
to rated investment grade securities. Most of the municipal securities the
Fund buys are "investment grade" at the time of purchase. However to seek
higher income, the Fund can invest as much as 25% of its total assets in
securities that are below investment grade at the time of purchase. While
securities rated "Baa" by Moody's or "BBB" by Standard & Poor's are
considered "investment grade," they have some speculative characteristics.
Rating categories are described in the Statement of Additional Information. A
reduction in the rating of a security after the Fund buys it will not
automatically require the Fund to dispose of that security. However, the
Manager will evaluate those securities to determine whether to keep them in
the Fund's portfolio.


The Manager may rely to some extent on credit ratings by
nationally-recognized statistical rating agencies in evaluating the credit
risk of securities selected for the Fund's portfolio. It may also use its own
research and analysis. Many factors affect an issuer's ability to make timely
payments, and the credit risks of a particular security may change over time.

The Fund can invest a significant portion of its assets in unrated
securities. If a security the Fund buys is not rated, the Manager will use
its judgment to assign a rating that it believes is comparable to that of a
rating organization. Some of these unrated securities may not have an active
trading market, which means that the Fund might have difficulty valuing them
and selling them promptly at an acceptable price.


TOBACCO RELATED BONDS.  The Fund may invest in two types of tobacco
related bonds:  (i) tobacco settlement revenue bonds, for which payments
of interest and principal are made solely from a state or territory's
interest in the Master Settlement Agreement ("MSA") described below, and
(ii) tobacco bonds subject to a territory's appropriation pledge, for
which payments may come from both the MSA revenue and the applicable
state or territory's appropriation pledge.

o     Tobacco Settlement Revenue Bonds.  For purposes of the Fund's industry
      concentration policy, the Fund limits its investments in tobacco
      settlement revenue bonds to 25% of its total assets.  Tobacco
      settlement revenue bonds are secured by an issuing state's or
      territory's proportionate share in the MSA. The MSA is an agreement
      reached out of court in November 1998 between 46 states and six other
      U.S. jurisdictions (including Puerto Rico and Guam) and the four
      largest U.S. tobacco manufacturers (Philip Morris, RJ Reynolds, Brown &
      Williamson, and Lorillard). Subsequently, a number of smaller tobacco
      manufacturers signed on to the MSA, bringing the current combined
      market share of participating tobacco manufacturers to approximately
      92%.  The MSA provides for payments annually by the manufacturers to
      the states and territory jurisdictions in perpetuity, in exchange for
      releasing all claims against the manufacturers and a pledge of no
      further litigation. The MSA established a base payment schedule and a
      formula for adjusting payments each year. Tobacco manufacturers pay
      into a master escrow trust based on their market share and each state
      or territory receives a fixed percentage of the payment as set forth in
      the MSA.


      A number of states or territories have securitized the future flow of
      those payments by selling bonds pursuant to indentures, some through
      distinct governmental entities created for such purpose. The bonds are
      backed by the future revenue flow that is used for principal and
      interest payments on the bonds. Annual payments on the bonds, and thus
      the risk to the Fund, are highly dependent on the receipt of future
      settlement payments to the territories or its governmental entity, as
      well as other factors. The actual amount of future settlement payments
      is dependent on many factors including, but not limited to, annual
      domestic cigarette shipments, cigarette consumption, inflation and the
      financial capability of participating tobacco companies. As a result,
      payments made by tobacco manufacturers could be reduced if the decrease
      in tobacco consumption is significantly greater than the forecasted
      decline.

      Because tobacco settlement bonds are backed by payments from the
      tobacco manufacturers, and generally not by the credit of the territory
      or local government issuing the bonds, their creditworthiness depends
      on the ability of tobacco manufacturers to meet their obligations. A
      market share loss by the MSA companies to non-MSA participating tobacco
      manufacturers could also cause a downward adjustment in the payment
      amounts. A participating manufacturer filing for bankruptcy also could
      cause delays or reductions in bond payments, which could affect the
      Fund's net asset value.

      The MSA and tobacco manufacturers have been and continue to be subject
      to various legal claims.  An adverse outcome to any litigation matters
      relating to the MSA or affecting tobacco manufacturers could adversely
      affect the payment streams associated with the MSA or cause delays or
      reductions in bond payments by tobacco manufacturers. The MSA itself
      has been subject to legal challenges and has, to date, withstood those
      challenges. The Statement of Additional Information contains more
      detailed information about the litigation related to the tobacco
      industry and the MSA.

o     "Subject to Appropriation" (STA) Tobacco Bonds. In addition to the
      tobacco settlement bonds discussed above, the Fund also may invest in
      tobacco related bonds that are subject to a territory's appropriation
      pledge ("STA Tobacco Bonds").  STA Tobacco Bonds rely on both the
      revenue source from the MSA and a territory's appropriation pledge.

      These STA Tobacco Bonds are part of a larger category of municipal
      bonds that are subject to appropriation.  Although specific provisions
      may vary among states or territories, "subject to appropriation bonds"
      are typically payable from two distinct sources: (i) a dedicated
      revenue source such as a municipal enterprise, a special tax or, in the
      case of tobacco bonds, the MSA funds, and (ii) from the issuer's
      general funds.  Appropriation debt differs from a state's or
      territory's general obligation debt in that general obligation debt is
      backed by the state's or territory's full faith, credit and taxing
      power, while appropriation debt requires the state or territory to pass
      a specific periodic appropriation to pay interest and/or principal on
      the bonds as the payments come due. The appropriation is usually made
      annually.  While STA Tobacco Bonds offer an enhanced credit support
      feature, that feature is generally not an unconditional guarantee of
      payment by a state or territory's and states or territories generally
      do not pledge the full faith, credit or taxing power of the state or
      territory. The Fund considers STA Tobacco Bonds to be "municipal
      securities" for purposes of its concentration policies.

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


Derivative Securities. The Fund can invest in derivative securities that pay
interest that depends on the change in value of an underlying asset, interest
rate, credit event or index. Examples include, but are not limited to,
interest rate or credit related or credit default swaps, municipal bond or
swap indices. The Fund may invest in derivatives to seek income or to hedge
other portfolio investments.

Hedging involves risks. If the Manager uses a hedging instrument at the wrong
time or judges market conditions incorrectly, the hedge may be unsuccessful
and the strategy could reduce the Fund's return. The Fund could also
experience a loss if the price of its futures and option positions were not
correlated with its other investments or if it could not close out a position
because of an illiquid market for a future or option.

The Fund is not required to use derivatives in seeking its investment
objective or for hedging purposes and might not do so.

"When-Issued" and "Delayed-Delivery" Transactions. The Fund may purchase
municipal securities on a "when-issued" basis and may purchase or sell such
securities on a "delayed delivery" basis. "When-issued" or "delayed delivery"
refers to securities whose terms and indenture are available and for which a
market exists, but which are not available for immediate delivery.
Between the purchase and settlement dates, no payment is made for the
security and no interest accrues to the buyer from the investment. There is a
risk of loss to the Fund if the value of the security declines prior to the
settlement date.


Illiquid Securities. Investments may be illiquid because they do not have an
active trading market, making it difficult to value them or dispose of them
promptly at an acceptable price. The Fund will not invest more than 15% of
its net assets in illiquid securities. The Manager monitors holdings of
illiquid securities on an ongoing basis to determine whether to sell any
holdings to maintain adequate liquidity.


Temporary Defensive and Interim Investments. In times of unstable or adverse
market, political or economic conditions, the Fund can invest up to 100% of
its total assets in temporary investments that are inconsistent with the
Fund's principal investment strategies. Generally, such investments would be
short-term municipal securities but could be U.S. government securities or
highly-rated corporate debt securities. The income from some temporary
defensive investments may not be tax-exempt, and therefore to the extent the
Fund invests in these securities, such investments might be inconsistent with
the Fund's investment objective. Under normal market conditions, the Fund may
also hold cash and cash equivalents pending the investment of proceeds from
the sale of Fund shares or portfolio securities or to meet anticipated
redemptions of Fund shares. These are referred to as interim investments.


Portfolio Turnover. A change in the securities held by the Fund is known as
"portfolio turnover." The Fund can engage in active and frequent trading to
try to achieve its objective, and, under certain circumstances, may have a
high portfolio turnover rate (for example, over 100%). It is not currently
anticipated, however, that the Fund's portfolio turnover will exceed 100%.
Increased portfolio turnover may create higher brokerage and transaction
costs for the Fund (and may reduce performance). In most cases, however, the
Fund does not pay brokerage commissions on debt securities it buys.  If the
Fund realizes capital gains when it sells its portfolio investments, it
generally must pay those gains out to shareholders, which would increase any
taxable distributions.


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


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

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

How the Fund is Managed


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

The Manager has been an investment adviser since 1960. The Manager and its
subsidiaries and controlled affiliates managed more than $225 billion in
assets as of June 30, 2008, including other Oppenheimer funds with more than
6 million shareholder accounts. The Manager is located at Two World Financial
Center, 225 Liberty Street, 11th Floor, New York, New York 10281-1008.


Advisory Fees. Under the investment advisory agreement, the Fund pays the
Manager an advisory fee, at an annual rate that declines as the Fund's assets
grow: 0.55% of the first $500 million of average annual net assets, 0.50% of
the next $500 million, 0.45% of the next $500 million and 0.40% of average
annual net assets over $1.5 billion.  The Manager has voluntarily agreed to
waive management fees and/or reimburse the Fund for certain expenses
(excluding interest and related expenses from inverse floaters) so that the
"Total Annual Operating Expenses" will not exceed 0.80% of average annual net
assets for Class A shares and 1.55% of average annual net assets for both
Class B and Class C shares.


A discussion regarding the basis for the Board of Trustees' approval of the
Fund's investment advisory contract will be available in the Fund's first
report to shareholders following commencement of operations.


Portfolio Managers.  The Fund's portfolio is managed by a team of portfolio
     managers, including Ronald H. Fielding, Daniel G. Loughran, Scott S.
     Cottier, Troy E. Willis, Mark R. DeMitry, Marcus V. Franz and Michael L.
     Camarella, who are primarily responsible for the day-to-day management
     of the Fund's investments.

     Mr. Fielding has been Vice President of the Fund since its inception.
     He has been a Senior Vice President of the Manager and Chairman of the
     Rochester Division of the Manager since January 1996. Mr. Fielding is
     also Chief Strategist, Senior Portfolio Manager and a trader for the
     Fund and other Oppenheimer Funds. Mr. Fielding is a Portfolio Manager
     and officer of 18 portfolios in the OppenheimerFunds complex.

     Mr. Loughran has been Vice President of the Fund since its inception. He
     has been a Senior Vice President of the Manager since 2007. He was a
     Vice President of the Manager from April 2001 to 2007.  He has been a
     Vice President of the Rochester division of the Manager (since January
     1996). Mr. Loughran is Team leader, a Senior Portfolio Manager, and a
     trader for the Fund and other Oppenheimer Funds. Mr. Loughran is a
     Portfolio Manager and officer of 18 portfolios in the OppenheimerFunds
     complex.

     Mr. Cottier has been Vice President of the Fund since its inception. He
     has been a Vice President of the Manager since. Mr. Cottier is a Senior
     Portfolio Manager and trader for the Fund and other Oppenheimer Funds.
     Mr. Cottier is an officer of 18 portfolios in the OppenheimerFunds
     complex.

     Mr. Willis has been a Vice President of the Fund since its inception. He
     has been an Assistant Vice President of the Manager since July 2005 and
     Associate Portfolio Manager with the Manager since 2003.  Mr. Willis is
     a Senior Portfolio Manager and officer of 18 portfolios in the
     OppenheimerFunds complex.

     Mr. DeMitry has been an Associate Portfolio Manager of the Fund since
     its inception. He has been an Associate Portfolio Manager of the Manager
     since September 2006.  He was a Research Analyst of the Manager from
     June 2003 to September 2006 and a Credit Analyst of the Manager from
     July 2001 to May 2003.  Mr. DeMitry is an Associate Portfolio Manager
     and a trader of the Fund and 18 portfolios in the OppenheimerFunds
     complex.

     Mr. Franz has been an Associate Portfolio Manager of the Fund since its
     inception. He has been an Associate Portfolio Manager of the Manager
     since September 2006.  He was a Research Analyst of the Manager from
     June 2003 to September 2006.  Mr. Franz is an Associate Portfolio
     Manager and a trader for the Fund and 18 portfolios in the
     OppenheimerFunds complex.

     Mr. Camarella has been an Associate Portfolio Manager of the Fund since
     its inception. He has been an Associate Portfolio Manager of the Manager
     since April 2008. He was a Research Analyst of the Manager from February
     2006 to April 2008. He was a Credit Analyst of the Manager from June
     2003 to January 2006. Mr. Camarella is an Associate Portfolio Manager
     and a trader for the Fund and 18 portfolios in the OppenheimerFunds
     complex.


Additional information about the Fund's portfolio management team, including
compensation, other accounts managed and ownership of Fund shares, is
provided in the Statement of Additional Information.

ABOUT YOUR ACCOUNT

How to Buy Shares

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

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

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

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

      The net asset value per share for a class of shares on a "regular
      business day" is determined by dividing the value of the Fund's net
      assets attributable to that class by the number of shares of that class
      outstanding on that day. The Fund's assets generally trade in the
      over-the-counter market rather than on a securities exchange.
      Therefore, to determine net asset values, the Fund assets are generally
      valued at the mean between the bid and asked prices as determined by a
      pricing service. If the prices determined by the pricing service do not
      accurately reflect fair value for a security (in the Manager's
      judgment) or if a security's value has been materially affected by
      events occurring after the price is received from the pricing service
      and before the time as of which the Fund's net asset values are
      calculated that day, that security may be valued by another method that
      the Board of Trustees believes accurately reflects the fair value.

      The Board has adopted valuation procedures for the Fund and has
      delegated the day-to-day responsibility for fair value
      determinations to the Manager's Valuation Committee. Fair value
      determinations by the Manager are subject to review, approval and
      ratification by the Board at its next scheduled meeting after the
      fair valuations are determined.  In determining whether prices
      received from the pricing services are reliable, the Manager
      monitors the information it receives in the ordinary course of its
      investment management responsibilities for significant events that
      it believes in good faith will affect the prices of the securities
      of issuers held by the Fund. Those may include events affecting
      specific issuers or events affecting securities markets (for
      example, a securities market closes early because of a natural
      disaster). The Fund uses fair value pricing procedures to reflect
      what the Manager and the Board believe to be more accurate values
      for the Fund's portfolio securities, although it may not always be
      able to accurately determine such values. There can be no assurance
      that the Fund could obtain the fair value assigned to a security if
      it were to sell the security at the same time at which the Fund
      determines its net asset value per share.

The Offering Price. To receive the offering price for a particular day, the
      Distributor or its designated agent must receive your order, in proper
      form as described in this prospectus, by the time the NYSE closes that
      day.  If your order is received on a day when the NYSE is closed or
      after it has closed, the order will receive the next offering price
      that is determined after your order is received.
Buying Through a Dealer. If you buy shares through an authorized dealer, your
      dealer must receive the order by the close of the NYSE for you to
      receive that day's offering price. If your order is received on a day
      when the NYSE is closed or after it is closed, the order will receive
      the next offering price that is determined.

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

Class A Shares. If you buy Class A shares, you pay an initial sales charge
      (on investments up to $1 million for regular accounts). The amount of
      that sales charge will vary depending on the amount you invest. The
      sales charge rates are listed in "How Can You Buy Class A Shares?"
      below.

------------------------------------------------------------------------------
Class B Shares. If you buy Class B shares, you pay no sales charge at the
      time of purchase, but you will pay an annual asset-based sales charge.
      If you sell your shares within 6 years of buying them, you will
      normally pay a contingent deferred sales charge. That contingent
      deferred sales charge varies depending on how long you own your shares,
      as described in "How Can You Buy Class B Shares?" below.
------------------------------------------------------------------------------
Class C Shares. If you buy Class C shares, you pay no sales charge at the
      time of purchase, but you will pay an annual asset-based sales charge.
      If you sell your shares within 12 months of buying them, you will
      normally pay a contingent deferred sales charge of 1.0%, as described
      in "How Can You Buy Class C Shares?" below.
------------------------------------------------------------------------------

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

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

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

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

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

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

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

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

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

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

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

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







 ------------------------------------------------------------------------------
 Amount of Purchase       Front-End Sales  Front-End Sales   Concession As a
                                           Charge As a
                          Charge As a      Percentage of
                          Percentage of    Net               Percentage of
                          Offering Price   Amount Invested   Offering Price
 ------------------------------------------------------------------------------
 ------------------------------------------------------------------------------
 Less than $50,000             4.75%             4.98%             4.00%
 ------------------------------------------------------------------------------
 ------------------------------------------------------------------------------
 $50,000 or more but           4.50%             4.71%             4.00%
 less than $100,000
 ------------------------------------------------------------------------------
 ------------------------------------------------------------------------------
 $100,000 or more but          3.50%             3.63%             3.00%
 less than $250,000
 ------------------------------------------------------------------------------
 ------------------------------------------------------------------------------
 $250,000 or more but          2.50%             2.56%             2.25%
 less than $500,000
 ------------------------------------------------------------------------------
 ------------------------------------------------------------------------------
 $500,000 or more but          2.00%             2.04%             1.80%
 less than $1 million
 ------------------------------------------------------------------------------

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


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


CAN YOU REDUCE CLASS A SALES CHARGES? You and your spouse may be eligible to
      buy Class A shares of the Fund at reduced sales charge rates set forth
      in the table above under the Fund's "Right of Accumulation" or a
      "Letter of Intent." The Fund reserves the right to modify or to cease
      offering these programs at any time.


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


         If you are buying shares directly from the Fund, you must inform the
         Distributor of your eligibility and holdings at the time of your
         purchase in order to qualify for the Right of Accumulation. If you
         are buying shares through your financial intermediary you must
         notify your intermediary of your eligibility for the Right of
         Accumulation at the time of your purchase. You must notify the
         Distributor or your financial intermediary of any qualifying 529
         plan holdings.


         To count eligible shares held in accounts at other firms, you may be
         requested to provide the Distributor or your financial intermediary
         with a copy of all account statements showing current holdings of
         the Fund, other eligible Oppenheimer funds or qualifying 529 plans,
         as described above. To determine which Class A sales charge rate you
         qualify for on your current purchase, the Distributor or financial
         intermediary through which you are buying shares will calculate the
         value of your eligible shares based on the current offering price.


o     Letters of Intent. You may also qualify for reduced Class A sales
         charges by submitting a Letter of Intent to the Distributor. A
         Letter of Intent is a written statement of your intention to
         purchase a specified value of 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 unit purchases in advisor sold Section 529
         plans, for which the Manager or Distributor serves as the Program
         Manager or Program Distributor over a 13-month period. Purchases of
         Class N or Class Y shares, purchases made by reinvestment of
         dividends or capital gains distributions, purchases of Class A
         shares 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, will not be counted as "qualified purchases" for satisfying
         the terms of a Letter. You must notify the Distributor or your
         financial intermediary of any qualifying 529 plan holdings.

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

Other Special Sales Charge Arrangements and Waivers. The Fund and the
Distributor offer other opportunities to purchase shares without
front-end or contingent deferred sales charges under the programs
described below. The Fund reserves the right to amend or discontinue
these programs at any time without prior notice.

o     Dividend Reinvestment. Dividends and/or capital gains distributions
         received by a shareholder from the Fund may be reinvested in
         shares of the Fund or any of the other Oppenheimer funds into
         which shares of the Fund may be exchanged without a sales
         charge, at the net asset value per share in effect on the
         payable date. You must notify the Transfer Agent or financial
         intermediary to elect this option and must have an existing
         account in the fund selected for reinvestment.

o     Exchanges of Shares. Shares of the Fund may be exchanged for shares of
         certain other Oppenheimer funds at net asset value per share
         at the time of exchange, without sales charge, and shares of
         the Fund can be purchased by exchange of shares of certain
         other Oppenheimer funds on the same basis. Please refer to
         "How to Exchange Shares" in this prospectus and in the
         Statement of Additional Information for more details,
         including a discussion of circumstances in which sales charges
         may apply on exchanges.
o     Reinvestment Privilege. Within six months of a redemption of certain
         Class A and Class B shares, the proceeds may be reinvested in
         Class A shares of the Fund, or any of the other Oppenheimer
         funds into which shares of the Fund may be exchanged without a
         sales charge. This privilege applies to redemptions of Class A
         shares that were subject to an initial sales charge or Class A
         or Class B shares that were subject to a contingent deferred
         sales charge when redeemed. The investor must ask the Transfer
         Agent or his or her financial intermediary for that privilege
         at the time of reinvestment and must identify the account from
         which the redemption was made. This reinvestment privilege
         does not apply to reinvestment purchases made through
         automatic investment options.

Other Special Reductions and Waivers. The Fund and the Distributor
offer additional arrangements to reduce or eliminate front-end sales
charges or to waive contingent deferred sales charges for certain types
of transactions and for certain categories of investors. These are
described in greater detail in Appendix B to the Statement of
Additional Information. The Fund's Statement of Additional Information
may be ordered by calling 1.800.225.5677 or may be accessed through the
OppenheimerFunds website, at www.oppenheimerfunds.com (under the
heading "I Want To," follow the hyperlink "Access Fund Documents" and
click on the icon in the column "SAI" next to the Fund's name). A
description of these waivers and special sales charge arrangements is
also available for viewing on the OppenheimerFunds website (under the
heading "Fund Information," click on the hyperlink "Sales Charge
Waivers"). To receive a waiver or special sales charge rate under these
programs, the purchaser must notify the Distributor (or other financial
intermediary through which shares are being purchased) at the time of
purchase, or must notify the Transfer Agent at the time of redeeming
shares for waivers that apply to contingent deferred sales charges.

Class A Contingent Deferred Sales Charge. There is no initial sales charge on
Class A share purchases totaling $1 million or more of one or more of the
Oppenheimer funds. However, Class A shares may be subject to a 0.75%
contingent deferred sales charge if they are redeemed within an 18-month
"holding period" measured from the beginning of the calendar month of their
purchase. 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 amount of the concessions the Distributor paid on your
purchases of the Fund's Class A shares.

The Distributor pays a concession from its own resources on certain
purchases of Class A shares of one or more of the Oppenheimer funds
that, in the aggregate, total $1 million or more.  If purchases of the
Fund's Class A shares are included in any such purchase, the
Distributor will pay the concession on those Fund shares at the rate
of 0.75% of their net asset value. A concession will not be paid on
shares purchased by exchange or shares that were previously subject to
a front-end sales charge and dealer concession.


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

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

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

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

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

DISTRIBUTION AND SERVICE (12b-1) PLANS.


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


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

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

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


      The Distributor currently pays a sales concession of 3.75% of the
      purchase price of Class B shares to dealers from its own resources at
      the time of sale. Including the advance of the service fee, the total
      amount paid by the Distributor to the dealer at the time of sale of
      Class B shares is therefore 4.00% of the purchase price. The
      Distributor normally retains the Class B asset-based sales charge.
      Effective July 1, 2008, 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.


      The Distributor currently pays a sales concession of 0.75% of the
      purchase price of Class C shares to dealers from its own resources at
      the time of sale. Including the advance of the service fee, the total
      amount paid by the Distributor to the dealer at the time of sale of
      Class C shares is therefore 1.00% of the purchase price. The
      Distributor pays the asset-based sales charge as an ongoing concession
      to the dealer on Class C shares that have been outstanding for a year
      or more. The Distributor normally retains the Class C asset-based sales
      charge during the first year after Class C shares are purchased. See
      the Statement of Additional Information for exceptions.

      Under certain circumstances, the Distributor may pay the full Class B
      or Class C asset-based sales charge and the service fee to the dealer
      beginning in the first year after purchase of such shares in lieu of
      paying the dealer the sales concession and the advance of the first
      year's service fee at the time of purchase, if there is a special
      agreement between the dealer and the Distributor. In those
      circumstances, the sales concession will not be paid to the dealer.

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

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

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

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

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

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

Special Investor Services

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

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

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

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

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

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

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

How to Sell Shares


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


Certain Requests Require a Signature Guarantee. To protect you and the Fund
      from fraud, the following redemption requests must be in writing and
      must include a signature guarantee (although there may be other
      situations that also require a signature guarantee):
   o  You wish to redeem more than $100,000 and receive a check.
   o  The redemption check is not payable to all shareholders listed on the
      account statement.
   o  The redemption check is not sent to the address of record on your
      account statement.
   o  Shares are being transferred to a Fund account with a different owner
      or name.
   o  Shares are being redeemed by someone (such as an Executor) other than
      the owners.
Where Can You Have Your Signature Guaranteed? The Transfer Agent will accept
      a guarantee of your signature by a number of financial institutions,
      including:
o     a U.S. bank, trust company, credit union or savings association,
o     a foreign bank that has a U.S. correspondent bank,
o     a U.S. registered dealer or broker in securities, municipal securities
      or government securities, or
o     a U.S. national securities exchange, a registered securities
      association or a clearing agency.
      If you are signing on behalf of a corporation, partnership or other
business or as a fiduciary, you must also include your title in the signature.

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

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


           Use the following address for regular mail:
                    OppenheimerFunds Services
                          P.O. Box 5270
                     Denver, Colorado 80217

Use one of the following addresses for courier or express mail:
Prior to October 10, 2008:               On or after October 10, 2008:
OppenheimerFunds Services                OppenheimerFunds Services
10200 East Girard Avenue                 12100 East Iliff Avenue
Building D                               Suite 300
Denver, Colorado 80231                   Aurora, Colorado 80014




HOW DO YOU SELL SHARES BY TELEPHONE? You and your dealer representative of
record may also sell your shares by telephone. To receive the redemption
price calculated on a particular regular business day, your call must be
received by the Transfer Agent by the close of the NYSE that day, which is
normally 4:00 p.m. Eastern time, but may be earlier on some days. You may not
redeem shares under a share certificate by telephone.
   o  To redeem shares through a service representative or automatically on
      PhoneLink, call 1.800.225.5677.

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

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

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

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

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

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

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

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

How to Exchange Shares

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

   o  Shares of the fund selected for exchange must be available for sale in
      your state of residence.
   o  The selected fund must offer the exchange privilege.
   o  You must meet the minimum purchase requirements for the selected fund.
   o  Generally, exchanges may be made only between identically registered
      accounts, unless all account owners send written exchange instructions
      with a signature guarantee.
   o  Before exchanging into a fund, you must obtain its prospectus and
      should read it carefully.

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

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

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

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

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

Written Exchange Requests. Send a request letter, signed by all owners of the
      account, to the Transfer Agent at the address on the back cover.
      Exchanges of shares for which share certificates have been issued
      cannot be processed unless the Transfer Agent receives the certificates
      with the request letter.
Telephone and Internet Exchange Requests. Telephone exchange requests may be
      made either by calling a service representative or by using PhoneLink
      by calling 1.800.225.5677. You may submit internet exchange requests on
      the OppenheimerFunds internet website, at www.oppenheimerfunds.com. You
      must have obtained a user I.D. and password to make transactions on
      that website. Telephone and/or internet exchanges may be made only
      between accounts that are registered with the same name(s) and address.
      Shares for which share certificates have been issued may not be
      exchanged by telephone or the internet.
Automatic Exchange Plan. Shareholders can authorize the Transfer Agent to
      exchange a pre-determined amount of shares automatically on a monthly,
      quarterly, semi-annual or annual basis.

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

ARE THERE LIMITATIONS ON FREQUENT PURCHASES, REDEMPTIONS AND EXCHANGES?

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

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


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


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

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

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

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

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

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

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

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

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

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

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

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

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

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

Shareholder Account Rules and Policies

More information about the Fund's policies and procedures for buying, selling
and exchanging shares is contained in the Statement of Additional Information.
A $12 annual "Minimum Balance Fee" is assessed on each Fund account with a
      value of less than $500. The fee is automatically deducted from each
      applicable Fund account annually in September. See the Statement of
      Additional Information to learn how you can avoid this fee and for
      circumstances under which this fee will not be assessed.
The offering of shares may be suspended during any period in which the
      determination of net asset value is suspended, and the offering may be
      suspended by the Board of Trustees at any time the Board believes it is
      in the Fund's best interest to do so.
Telephone transaction privileges for purchases, redemptions or exchanges may
      be modified, suspended or terminated by the Fund at any time. The Fund
      will provide you notice whenever it is required to do so by applicable
      law. If an account has more than one owner, the Fund and the Transfer
      Agent may rely on the instructions of any one owner. Telephone
      privileges apply to each owner of the account and the dealer
      representative of record for the account unless the Transfer Agent
      receives cancellation instructions from an owner of the account.
The Transfer Agent will record any telephone calls to verify data concerning
      transactions and has adopted other procedures to confirm that telephone
      instructions are genuine, by requiring callers to provide tax
      identification numbers and other account data or by using PINs, and by
      confirming such transactions in writing. The Transfer Agent and the
      Fund will not be liable for losses or expenses arising out of telephone
      instructions reasonably believed to be genuine.
Redemption or transfer requests will not be honored until the Transfer Agent
      receives all required documents in proper form. From time to time, the
      Transfer Agent in its discretion may waive certain of the requirements
      for redemptions stated in this prospectus.
Dealers that perform account transactions for their clients by participating
      in NETWORKING through the National Securities Clearing Corporation are
      responsible for obtaining their clients' permission to perform those
      transactions, and are responsible to their clients who are shareholders
      of the Fund if the dealer performs any transaction erroneously or
      improperly.
The redemption price for shares will vary from day to day because the value
      of the securities in the Fund's portfolio fluctuates. The redemption
      price, which is the net asset value per share, will normally differ for
      each class of shares. The redemption value of your shares may be more
      or less than their original cost.
Payment for redeemed shares ordinarily is made in cash. It is forwarded by
      check, or through AccountLink or by Federal Funds wire (as elected by
      the shareholder) within seven days after the Transfer Agent receives
      redemption instructions in proper form. However, under unusual
      circumstances determined by the Securities and Exchange Commission,
      payment may be delayed or suspended. For accounts registered in the
      name of a broker-dealer, payment will normally be forwarded within
      three business days after redemption.
The Transfer Agent may delay processing any type of redemption payment as
      described under "How to Sell Shares" for recently purchased shares, but
      only until the purchase payment has cleared. That delay may be as much
      as 10 days from the date the shares were purchased. That delay may be
      avoided if you purchase shares by Federal Funds wire or certified check.
Involuntary redemptions of small accounts may be made by the Fund if the
      account value has fallen below $200 for reasons other than the fact
      that the market value of shares has dropped. In some cases, involuntary
      redemptions may be made to repay the Distributor for losses from the
      cancellation of share purchase orders.
Shares may be "redeemed in kind" under unusual circumstances (such as a lack
      of liquidity in the Fund's portfolio to meet redemptions). This means
      that the redemption proceeds will be paid with liquid securities from
      the Fund's portfolio. If the Fund redeems your shares in kind, you may
      bear transaction costs and will bear market risks until such time as
      such securities are converted into cash.
Federal regulations may require the Fund to obtain your name, your date of
      birth (for a natural person), your residential street address or
      principal place of business and your Social Security Number, Employer
      Identification Number or other government issued identification when
      you open an account. Additional information may be required in certain
      circumstances or to open corporate accounts. The Fund or the Transfer
      Agent may use this information to attempt to verify your identity. The
      Fund may not be able to establish an account if the necessary
      information is not received. The Fund may also place limits on account
      transactions while it is in the process of attempting to verify your
      identity. Additionally, if the Fund is unable to verify your identity
      after your account is established, the Fund may be required to redeem
      your shares and close your account.
"Backup withholding" of federal income tax may be applied against taxable
      dividends, distributions and redemption proceeds (including exchanges)
      if you fail to furnish the Fund your correct, certified Social Security
      or Employer Identification Number when you sign your application, or if
      you under-report your income to the Internal Revenue Service.
To avoid sending duplicate copies of materials to households, the Fund will
      mail only one copy of each prospectus, annual and semi-annual report
      and annual notice of the Fund's privacy policy to shareholders having
      the same last name and address on the Fund's records. The consolidation
      of these mailings, called householding, benefits the Fund through
      reduced mailing expense.

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

Dividends, Capital Gains and Taxes

The Fund will not declare a dividend during approximately the first two weeks
of the Fund's operations. Any income or capital gains realized during this
time will be reflected in the Fund's net asset value. Following this initial
operations period, the Fund will declare exempt-interest and ordinary income
dividends consistent with the discussion below.

DIVIDENDS. The Fund intends to declare dividends separately for each class of
shares from net tax-exempt income and/or net taxable investment income each
regular business day and to pay those dividends monthly. Daily dividends will
not be declared or paid on newly-purchased shares until Federal Funds are
available to the Fund from the purchase payment for such shares.

       The Fund attempts to pay dividends on Class A shares at a constant
level. There is no assurance that it will be able to do so. The Board of
Trustees may change the targeted dividend level at any time, without prior
notice to shareholders. The amount of those dividends and any other
distributions paid on other classes of shares may vary over time, depending
on market conditions, the composition of the Fund's portfolio, and expenses
borne by the particular class of shares. Dividends and other distributions
paid on Class A shares will generally be higher than dividends for Class B
and Class C shares, which normally have higher expenses than Class A. The
Fund cannot guarantee that it will pay any dividends or other distributions.

CAPITAL GAINS. Although the Fund does not seek capital gains, it may realize
capital gains on the sale of portfolio securities. If it does, it may make
distributions out of any net short-term or long-term capital gains annually.
The Fund may make supplemental distributions of dividends and capital gains
following the end of its fiscal year. There can be no assurance that the Fund
will pay any capital gains distributions in a particular year. Long-term
capital gains will be separately identified in the tax information the Fund
sends you after the end of the calendar year.

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

Reinvest Your Distributions in Another OppenheimerFunds Account. You can
      reinvest all distributions in the same class of shares of another
      Oppenheimer fund, if that fund is available for exchanges and if you
      have an account established in that fund.


TAXES. Dividends paid from net investment income earned by the Fund on
municipal securities will be excludable from gross income for federal income
tax purposes. Under current law, dividends paid from net investment income
earned by the Fund on municipal securities issued by U.S. Territories are
generally exempt from state personal income tax. You should consult with your
tax adviser about the effect of an investment in the Fund on your particular
tax situation.

All or a portion of the dividends paid by the Fund that are derived from
interest paid on certain "private activity bonds" may be an item of tax
preference if you are subject to the federal alternative minimum tax. The
portion of the Fund's exempt-interest dividends that was a tax preference
item for the most recent calendar year, is available on the OppenheimerFunds
website at www.oppenheimerfunds.com. Under the heading "I Want To," click on
the link "Access the Tax Center" and under the drop down menu for "Tax
Preparation Information," click the link "Municipal Income/Tax Preference
Percentage Tables." You'll find a link to the Oppenheimer Municipal Fund AMT
Tax Percentages at the end of that page. This amount will vary from year to
year.

Dividends and capital gains distributions may be subject to federal, state or
local taxes. Any short-term capital gain distributions are taxable to you as
ordinary income. Any long-term capital gain distributions are taxable to you
as long-term capital gains, no matter how long you have owned shares in the
Fund. The Fund may derive gains in part from municipal obligations the Fund
purchased below their principal or face values. All or a portion of these
gains may be taxable to you as ordinary income rather than capital gains.
Whether you reinvest your distributions in additional shares or take them in
cash, the tax treatment is the same.

Every year the Fund will send you and the Internal Revenue Service a
statement showing the amount of any taxable distribution you received in the
previous year. The Fund will also send you a separate statement summarizing
the total distributions paid by the Fund.

It is possible that, because of events occurring after the date of its
issuance, a municipal security owned by the Fund will be determined to pay
interest that is includable in gross income for purposes of the federal
income tax, and that the determination could be retroactive to the date of
issuance. Such a determination may cause a portion of prior distributions to
shareholders to be taxable to shareholders in the year of receipt.

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

Remember, There May be Taxes on Transactions. Because the Fund's share prices
      fluctuate, you may have a capital gain or loss when you sell or
      exchange your shares. A capital gain or loss is the difference between
      the price you paid for the shares and the price you received when you
      sold them. Any capital gain is subject to capital gains tax.

Returns of Capital Can Occur. In certain cases, distributions made by the
      Fund may be considered a non-taxable return of capital to shareholders
      and will reduce your tax basis in the Fund. If that occurs, it will be
      identified in notices to shareholders.
      This information is only a summary of certain federal and state income
tax information about your investment. You should consult with your tax
adviser about the effect of an investment in the Fund on your particular tax
situation.

Financial Highlights

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





INFORMATION AND SERVICES

For More Information on:

Oppenheimer Rochester Double Tax-Free Municipals

The following additional information about the Fund is available without
charge upon request:

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

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

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

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

Information about the Fund including the Statement of Additional Information
can be reviewed and copied at the Securities and Exchange Commission's Public
Reference Room in Washington, D.C. Information on the operation of the Public
Reference Room may be obtained by calling the Securities and Exchange
Commission at 1.202.551.8090. Reports and other information about the Fund
are available on the EDGAR database on the Securities and Exchange
Commission's Internet website at www.sec.gov. Copies may be obtained after
payment of a duplicating fee by electronic request at the Securities and
Exchange Commission's e-mail address: publicinfo@sec.gov or by writing to the
Securities and Exchange Commission's Public Reference Section, Washington,
D.C. 20549-0102.
No one has been authorized to provide any information about the Fund or to
make any representations about the Fund other than what is contained in this
prospectus. This prospectus is not an offer to sell shares of the Fund, nor a
solicitation of an offer to buy shares of the Fund, to any person in any
state or other jurisdiction where it is unlawful to make such an offer.


The Fund's SEC File No.: 811-22092


                                          The Fund's shares are distributed
by:
                                          [logo] OppenheimerFunds
Distributor, Inc.








PR0621.000.0908
Printed on recycled paper

Oppenheimer RochesterTM Double Tax-Free Municipals

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


Statement of Additional Information dated September __, 2008

      This Statement of Additional Information ("SAI") is not a Prospectus.
This document contains additional information about the Fund and supplements
information in the Prospectus dated September __, 2008. It should be read
together with the Prospectus, which may be obtained by writing to the Fund's
transfer agent, OppenheimerFunds Services, at P.O. Box 5270, Denver, Colorado
80217 (the "Transfer Agent") or, by calling the Transfer Agent at the
toll-free number shown above or by downloading it from the OppenheimerFunds
Internet website at www.oppenheimerfunds.com.


Contents                                                                Page
About the Fund
Additional Information About the Fund's Investment Policies and Risks...
    The Fund's Investment Policies......................................
    Municipal Securities................................................
    Other Investment Techniques and Strategies..........................
    Other 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: Municipal Bond Ratings Definitions..........................  A-1
Appendix B: Special Considerations Relating to Territory Municipal Securities
 B-1
Appendix C: OppenheimerFunds Special Sales Charge Arrangements and Waivers
C-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. This SAI contains
supplemental information about those policies and the types of securities
that the Fund's investment manager, OppenheimerFunds, Inc. (the "Manager"),
may select for the Fund. Additional information is also provided about the
strategies the Fund may use to try to achieve its objective.

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

      The Fund does not make investments with the objective of seeking
capital growth because that would generally be inconsistent with its goal of
seeking tax-exempt income. However, the value of the securities held by the
Fund may be affected by changes in general interest rates. Because the
current value of debt securities varies inversely with changes in prevailing
interest rates, if interest rates increased after a security was purchased,
that security would normally decline in value. Conversely, should interest
rates decrease after a security was purchased, normally its value would rise.

      However, those fluctuations in value will not generally result in
realized gains or losses to the Fund unless the Fund sells the security prior
to maturity. A debt security held to maturity is redeemable by its issuer at
full principal value plus accrued interest. The Fund does not usually intend
to dispose of securities prior to their maturity, but may do so for liquidity
purposes, or because of other factors affecting the issuer that cause the
Manager to sell the particular security. In that case, the Fund could realize
a capital gain or loss on the sale.

      There are variations in the credit quality of municipal securities,
both within a particular rating classification and between classifications.
These variations depend on numerous factors. The yields of municipal
securities depend on a number of factors, including general conditions in the
municipal securities market, the size of a particular offering, the maturity
of the obligation and rating (if any) of the issue. These factors are
discussed in greater detail below.

Municipal Securities. The types of municipal securities in which the Fund may
invest are described in the Prospectus under "What Does the Fund Invest In?"
and "About the Fund's Investments." Under normal market conditions, and as a
fundamental policy, the Fund invests at least 80% of its net assets (plus
borrowings for investment purposes) in investments the income from which, in
the opinion of counsel to the issuer of the security, is exempt from both
federal and state income taxes. These investments include securities of
issuers located in U.S. territories, commonwealths and possessions
(hereinafter "Territory Municipal Securities"), such as Puerto Rico, the
Virgin Islands, the Mariana Islands, and Guam (collectively referred to as
"U.S. Territories"). This includes securities that generate income subject to
the alternative minimum tax, meaning securities that generate income subject
to AMT will count towards the Fund's 80% federal and state municipal
securities requirement. The Fund selects investments without regard to this
type of tax treatment. Municipal securities are generally classified as
general obligation bonds, revenue bonds and notes. A discussion of the
general characteristics of these principal types of municipal securities
follows below.


|X|   Municipal Bonds. The Fund has classified long-term municipal securities
having a maturity (when the security is issued) of more than one year as
"municipal bonds." The principal classifications of long-term municipal bonds
are "general obligation" bonds and "revenue" bonds (including "private
activity" bonds). They may have fixed, variable or floating rates of interest
or may be "zero-coupon" bonds as described below.


      Some bonds may be "callable," allowing the issuer to redeem them before
their maturity date. To protect bondholders, callable bonds may be issued
with provisions that prevent them from being called for a period of time.
Typically, that is 5 to 10 years from the issuance date. When interest rates
decline, if the call protection on a bond has expired, it is more likely that
the issuer may call the bond. If that occurs, the Fund might have to reinvest
the proceeds of the called bond in bonds that pay a lower rate of return.

|X|   General Obligation Bonds. The basic security behind general obligation
bonds is the issuer's pledge of its full faith and credit and taxing power,
if any, for the repayment of principal and the payment of interest. Issuers
of general obligation bonds include states, and U.S. Territories, their
counties, cities, towns, and regional districts. The proceeds of these
obligations are used to fund a wide range of public projects, including
construction or improvement of schools, highways and roads, and water and
sewer systems. The rate of taxes that can be levied for the payment of debt
service on these bonds may be limited or unlimited. Additionally, there may
be limits as to the rate or amount of special assessments that can be levied
to meet these obligations.

|X|   Revenue Bonds. The principal security for a revenue bond is generally
the net revenues derived from a particular facility, group of facilities, or,
in some cases, the proceeds of a special excise tax or other specific revenue
source. Revenue bonds are issued to finance a wide variety of capital
projects. Examples include electric, gas, water and sewer systems; highways,
bridges, and tunnels; port and airport facilities; colleges and universities;
and hospitals.

      Although the principal security for these types of bonds may vary from
bond to bond, many provide additional security in the form of a debt service
reserve fund that may be used to make principal and interest payments on the
issuer's obligations. Housing finance authorities have a wide range of
security, including partially or fully insured mortgages, rent subsidized
and/or collateralized mortgages, and/or the net revenues from housing or
other public projects. Some authorities provide further security in the form
of a territory's or state's ability (without obligation) to make up
deficiencies in the debt service reserve fund.

|X|   Private Activity Bonds.  The Tax Reform Act of 1986 amended and
reorganized, under the Internal Revenue Code of 1986, as amended (the
"Internal Revenue Code"), the rules governing tax-exemption for interest on
certain types of municipal securities known as "private activity bonds" (or,
"industrial development bonds" as they were referred to under pre-1986 law),
the proceeds of which are used to finance various non-governmental privately
owned and/or operated facilities.  Under the Internal Revenue Code, interest
on private activity bonds is excludable from gross income for federal income
tax purposes if the financed activities fall into one of seven categories of
"qualified private activity bonds," consisting of mortgage bonds, veterans
mortgage bonds, small issue bonds, student loan bonds, redevelopment bonds,
exempt facility bonds and 501(c)(3) bonds, and certain tests are met.  The
types of facilities that may be financed with exempt facility bonds include
airports, docks and wharves, water furnishing facilities, sewage facilities,
solid waste disposal facilities, qualified residential rental projects,
hazardous waste facilities and high speed intercity rail facilities.  The
types of facilities that may be financed with 501(c)(3) bonds include
hospitals and educational facilities that are owned by 501(c)(3)
organizations.

      Whether a municipal security is a private activity bond (the interest
on which is taxable unless it is a qualified private activity bond) depends
on whether (i) more than a certain percentage (generally 10%) of (a) the
proceeds of the security are used in a trade or business carried on by a
non-governmental person and (b) the payment of principal or interest on the
security is directly or indirectly derived from such private use, or is
secured by privately used property or payments in respect of such property,
or (ii) more than the lesser of 5% of the issue or $5 million is used to make
or finance loans to non-governmental persons.

      Moreover, a private activity bond of certain types that would otherwise
be a qualified tax-exempt private activity bond will not, under Internal
Revenue Code Section 147(a), be a qualified bond for any period during which
it is held by a person who is a "substantial user" of the facilities financed
by the bond, or a "related person" of such a substantial user.  A
"substantial user" is a non-exempt person who regularly uses part of a
facility in a trade or business.

      Thus, certain municipal securities could lose their tax-exempt status
retroactively if the issuer or user fails to meet certain continuing
requirements, for the entire period during which the securities are
outstanding, as to the use and operation of the bond-financed facilities and
the use and expenditure of the proceeds of such securities.  The Fund makes
no independent investigation into the use of such facilities or the
expenditure of such proceeds.  If the Fund should hold a bond that loses its
tax-exempt status retroactively, there might be an adjustment to the
tax-exempt income previously distributed to shareholders.

      The payment of the principal and interest on such qualified private
activity bonds is solely on the ability of the facility's user to meet its
financial obligations, generally from the revenues derived from the operation
of the financed facility, and the pledge, if any, of real and personal
property financed by the bond as security for those payments.

      Limitations on the amount of private activity bonds that each state may
issue may reduce the supply of such bonds.  The value of the Fund's portfolio
could be affected by these limitations if they reduce the availability of
such bonds.

      Interest on certain qualified private activity bonds that is tax-exempt
may nonetheless be treated as a tax preference item subject to the
alternative minimum tax to which certain taxpayers are subject. The Fund will
hold such qualified private activity bonds; therefore a proportionate share
of the exempt-interest dividends paid by the Fund would constitute an item of
tax preference to such shareholders.

|X|   Municipal Notes. Municipal securities having a maturity (when the
security is issued) of less than one year are generally known as municipal
notes. Municipal notes generally are used to provide for short-term working
capital needs. Some of the types of municipal notes the Fund can invest in
are described below.

|_|   Tax Anticipation Notes. These are issued to finance working capital
needs of municipalities. Generally, they are issued in anticipation of
various seasonal tax revenue, such as income, sales, use or other business
taxes, and are payable from these specific future taxes.

|_|   Revenue Anticipation Notes. These are notes issued in expectation of
receipt of other types of revenue, such as federal revenues available under
federal revenue-sharing programs.

|_|   Bond Anticipation Notes. Bond anticipation notes are issued to provide
interim financing until long-term financing can be arranged. The long-term
bonds that are issued typically also provide the money for the repayment of
the notes.

|_|   Construction Loan Notes. These are sold to provide project construction
financing until permanent financing can be secured. After successful
completion and acceptance of the project, it may receive permanent financing
through public agencies, such as the Federal Housing Administration.

|_|   Tax-Exempt Commercial Paper. This type of short-term obligation
(usually having a maturity of 270 days or less) is issued by a municipality
to meet current working capital needs.


|X|   Auction Rate Securities.  Auction rate securities are municipal debt
instruments with long-term nominal maturity for which the interest rate is
reset at specific shorter frequencies (typically every 7-35 days) through a
"dutch" auction process.  A dutch auction is a competitive bidding process
used to determine rates on each auction date.  In a dutch auction, a
broker-dealer submits bids, on behalf of current and prospective investors,
to the auction agent.  The winning bid rate is the rate at which the auction
"clears", meaning the lowest possible interest rate at which all the
securities can be sold at par.  This "clearing rate" is paid on the entire
issue for the upcoming period and includes current holders of the auction
rate securities.  Investors who bid a minimum rate above the clearing rate
receive no securities, while those whose minimum bid rates were at or below
the clearing rate receive the clearing rate for the next period.

      While the auction rate process is designed to permit the holder to sell
the auction rate securities in an auction at par value at specified
intervals, there is the risk that an auction will fail due to insufficient
demand for the securities.  Auction rate securities may be subject to changes
in interest rates, including decreased interest rates.  Failed auctions may
impair the liquidity of auction rate securities.


|X|   Municipal Lease Obligations. The Fund's investments in municipal lease
obligations may be through certificates of participation that are offered to
investors by public entities. Municipal leases may take the form of a lease
or an installment purchase contract issued by a state or local government
authority to obtain funds to acquire a wide variety of equipment and
facilities.

      Some municipal lease securities may be deemed to be "illiquid"
securities. As a result, their purchase by the Fund would be limited as
described below in "Illiquid Securities." The Fund also invests in municipal
lease obligations that the Manager has determined to be liquid under
guidelines set by the Board of Trustees. Those guidelines require the Manager
to evaluate, among other things:

|_|   the frequency of trades and price quotations for such securities;
|_|   the number of dealers or other potential buyers willing to purchase or
            sell such securities;
|_|   the availability of market-makers; and
|_|   the nature of the trades for such securities.

      Municipal leases have special risk considerations. Although lease
obligations do not constitute general obligations of the municipality for
which the municipality's taxing power is pledged, a lease obligation is
ordinarily backed by the municipality's covenant to budget for, appropriate
and make the payments due under the lease obligation. However, certain lease
obligations contain "non-appropriation" clauses which provide that the
municipality has no obligation to make lease or installment purchase payments
in future years unless money is appropriated for that purpose on a yearly
basis. While the obligation might be secured by the lease, it might be
difficult to dispose of that property in case of a default.

      Projects financed with certificates of participation generally are not
subject to state constitutional debt limitations or other statutory
requirements that may apply to other municipal securities. Payments by the
public entity on the obligation underlying the certificates are derived from
available revenue sources. That revenue might be diverted to the funding of
other municipal service projects. Payments of interest and/or principal with
respect to the certificates are not guaranteed and do not constitute an
obligation of a state or any of its political subdivisions.

      In addition to the risk of "non-appropriation," municipal lease
securities do not have as highly liquid a market as conventional municipal
bonds. Municipal leases, like other municipal debt obligations, are subject
to the risk of non-payment of interest or repayment of principal by the
issuer. The ability of issuers of municipal leases to make timely lease
payments may be adversely affected in general economic downturns and as
relative governmental cost burdens are reallocated among federal, state and
local governmental units. A default in payment of income would result in a
reduction of income to the Fund. It could also result in a reduction in the
value of the municipal lease and that, as well as a default in repayment of
principal, could result in a decrease in the net asset value of the Fund.
While the Fund holds such securities, the Manager will also evaluate the
likelihood of a continuing market for these securities and their credit
quality.

TOBACCO RELATED BONDS.  The Fund may invest in two types of tobacco related
bonds:  (i) tobacco settlement revenue bonds, for which payments of interest
and principal are made solely from a state's or territory's interest in the
Master Settlement Agreement ("MSA") described below, and (ii) tobacco bonds
subject to a state's or territory's appropriation pledge, for which payments
may come from both the MSA revenue and the applicable state's or territory's
appropriation pledge.


Tobacco Settlement Revenue Bonds. For purposes of the Fund's industry
concentration policy, the Fund limits its investments in tobacco settlement
revenue bonds to 25% of its total assets. Tobacco settlement revenue bonds
are secured by an issuing state's or territory's proportionate share in the
MSA. The MSA is an agreement reached out of court in November 1998 between 46
states and six other U.S. jurisdictions (including Puerto Rico, Virgin
Islands, Northern Mariana Islands, American Samoa, and Guam) and the four
largest U.S. tobacco manufacturers (Philip Morris, RJ Reynolds, Brown &
Williamson, and Lorillard). Subsequently, a number of smaller tobacco
manufacturers signed on to the MSA, bringing the current combined market
share of participating tobacco manufacturers to approximately 92%. The MSA
provides for payments annually by the manufacturers to the states and
jurisdictions in perpetuity, in exchange for releasing all claims against the
manufacturers and a pledge of no further litigation. The MSA established a
base payment schedule and a formula for adjusting payments each year. Tobacco
manufacturers pay into a master escrow trust based on their market share and
each state receives a fixed percentage of the payment as set forth in the
MSA.


      A number of states have securitized the future flow of those payments by
selling bonds pursuant to indentures, some through distinct governmental
entities created for such purpose. The bonds are backed by the future revenue
flow that is used for principal and interest payments on the bonds. Annual
payments on the bonds, and thus risk to the Fund, are highly dependent on the
receipt of future settlement payments by the state or its governmental
entity, as well as several other factors. The actual amount of future
settlement payments is dependent on many factors, including, but not limited
to, annual domestic cigarette shipments, cigarette consumption, inflation and
the financial capability of participating tobacco companies. As a result,
payments made by tobacco manufacturers could be reduced if the decrease in
tobacco consumption is significantly greater than the forecasted decline.

      Because tobacco settlement bonds are backed by payments from the tobacco
manufacturers, and generally not by the credit of the state or local
government issuing the bonds, their creditworthiness depends on the ability
of tobacco manufacturers to meet their obligations. A market share loss by
the MSA companies to non-MSA participating tobacco manufacturers could also
cause a downward adjustment in the payment amounts. A participating
manufacturer filing for bankruptcy also could cause delays or reductions in
bond payments, which could affect the Fund's net asset value.

      The MSA and tobacco manufacturers have been and continue to be subject
to various legal claims. An adverse outcome to any litigation matters
relating to the MSA or affecting tobacco manufacturers could adversely affect
the payment streams associated with the MSA or cause delays or reductions in
bond payments by tobacco manufacturers. The MSA itself has been subject to
legal challenges and has, to date, withstood those challenges.

Tobacco Bonds Subject to Appropriation (STA) Bonds. In addition to the
tobacco settlement bonds discussed above, the Fund also may invest in tobacco
related bonds that are subject to a state's or territory's appropriation
pledge ("STA Tobacco Bonds").  STA Tobacco Bonds rely on both the revenue
source from the MSA and a state appropriation pledge.

      These STA Tobacco Bonds are part of a larger category of municipal
bonds that are subject to state or territory appropriation.  Although
specific provisions may vary among states and territories, "subject to
appropriation bonds" (also referred to as "appropriation debt") are typically
payable from two distinct sources: (i) a dedicated revenue source such as a
municipal enterprise, a special tax or, in the case of tobacco bonds, the MSA
funds, and (ii) from the issuer's general funds.  Appropriation debt differs
from a state's general obligation debt in that general obligation debt is
backed by the state's full faith, credit and taxing power, while
appropriation debt requires the state to pass a specific periodic
appropriation to pay interest and/or principal on the bonds as the payments
come due. The appropriation is usually made annually. While STA Tobacco Bonds
offer an enhanced credit support feature, that feature is generally not an
unconditional guarantee of payment by a state and states generally do not
pledge the full faith, credit or taxing power of the state. The Fund
considers the STA Tobacco Bonds to be "municipal securities" for purposes of
their concentration policies.

      Litigation Challenging the MSA.  The participating manufacturers and
states in the MSA are subject to several pending lawsuits challenging the MSA
and/or related state legislation or statutes adopted by the states to
implement the MSA (referred to herein as the "MSA-related legislation"). One
or more of the lawsuits, allege, among other things, that the MSA and/or the
states' MSA-related legislation are void or unenforceable under the Commerce
Clause and certain other provisions of the U.S. Constitution, the federal
antitrust laws, federal civil rights laws, state constitutions, consumer
protection laws and unfair competition laws.

      To date, challenges to the MSA or the states' MSA-related legislation
have not been ultimately successful, although three such challenges have
survived initial appellate review of motions to dismiss. Two of these three
challenges (referred to herein as Grand River and Freedom Holdings) are
pending in the U.S. District Court for the Southern District of New York and
have proceeded to a stage of litigation where the ultimate outcome may be
determined by, among other things, findings of fact based on extrinsic
evidence as to the operation and impact of the MSA and the states'
MSA-related legislation. In these two cases, certain decisions by the U.S.
Court of Appeals for the Second Circuit have created heightened uncertainty
as a result of that court's interpretation of federal antitrust immunity and
Commerce Clause doctrines as applied to the MSA and the states' MSA-related
legislation. That Court's interpretation appears to conflict with
interpretations by other courts which have rejected challenges to the MSA and
the states' MSA-related legislation. Prior decisions rejecting such
challenges have concluded that the MSA and the MSA-related legislation do not
violate the Commerce Clause of the U.S. Constitution and are protected from
antitrust challenges based on established antitrust immunity doctrines. Such
a conflict may result in significant uncertainty regarding the validity and
enforceability of the MSA and/or the states' related MSA-legislation and
could adversely affect payment streams associated with the MSA and the bonds.
The existence of a conflict as to the rulings of different federal courts on
these issues, especially between Circuit Courts of Appeals, is one factor
that the U.S. Supreme Court may take into account when deciding whether to
exercise its discretion in agreeing to hear an appeal. No assurance can be
given that the U.S. Supreme Court would choose to hear and determine any
appeal relating to the substantive merits of the cases challenging the MSA or
the states' MSA-related legislation.

      Grand River and Freedom Holdings.   Both cases are pending in the U.S.
District Court for the Southern District of New York and seek to enjoin the
enforcement of states' MSA-related legislation. The Grand River case is
pending against the attorneys general of 31 states.  The plaintiffs seek to
enjoin the enforcement of the states' MSA-related legislation, and allege,
among other things, (a) violations of federal antitrust law, the accompanying
state legislation enacted pursuant to the MSA mandates or authorizes such
violations and is thus preempted by federal law and that (b) the MSA and
related statutes are invalid or unenforceable under the Commerce Clause of
the U.S. Constitution. Grand River was remanded and remains pending in the
Southern District and the parties have engaged in discovery with respect to
the antitrust and Commerce Clause claims.

      The Freedom Holdings case is pending against the attorney general and
the commissioner of taxation and finance of the State of New York and is
based on the same purported claims as the Grand River case.  On February 10,
2006, plaintiffs filed an amended complaint seeking (1) a declaratory
judgment that the operation of the MSA and New York's MSA-related legislation
implements an illegal per se output cartel in violation of the federal
antitrust laws and is preempted thereby, (2) a declaratory judgment that New
York's MSA-related legislation, together with the similar legislation of
other states, regulates interstate commerce in violation of the Commerce
Clause of the U.S. Constitution and (3) an injunction permanently enjoining
the enforcement of New York's MSA-related legislation.

      To date, the Second Circuit is the only federal court that has
sustained a Commerce Clause challenge to the MSA and MSA-related legislation
after reviewing a motion to dismiss.  A final decision in these cases by the
District Court would be subject to appeal to the Second Circuit and would
likely be further appealed to the U.S. Supreme Court.  A Supreme Court
decision to affirm or to decline to review a Second Circuit ruling that is
adverse to the participating manufacturers and states, challenging validity
or enforceability of MSA or the states' MSA-related legislation, could
potentially lead to invalidation of the MSA and states' MSA-related
legislation in their entirety, materially affect the payment streams under
the MSA and/or result in the complete loss of the Fund's outstanding
investment.

      A third case challenging the MSA (Xcaliber v. Ieyoub) in federal court
in Louisiana (Fifth Circuit) also has survived appellate review of motions to
dismiss.  Certain non-participating manufacturers are alleging, among other
things, that certain provisions of Louisiana's MSA-related legislation
violate various provisions of the U.S. Constitution and the Louisiana
constitution.  On March 1, 2006, the U.S. Court of Appeals for the Fifth
Circuit vacated the district court's dismissal of the plaintiffs' complaint
and remanded the case for reconsideration. In addition to the three cases
identified above, proceedings are pending in federal courts that challenge
the MSA and/or the states' MSA-related legislation in California, Louisiana,
Oklahoma, Kansas, Kentucky, Tennessee and Arkansas. The issues raised in
Freedom Holdings or Grand River are also raised in many of these other
cases.  The MSA and states' MSA-related legislation may also continue to be
challenged in the future. A determination that the MSA or states' MSA-related
legislation is void or unenforceable would have a material adverse effect on
the payments made by the participating manufacturers under the MSA.

      Litigation Seeking Monetary Relief from Tobacco Industry Participants.
The tobacco industry has been the target of litigation for many years. Both
individual and class action lawsuits have been brought by or on behalf of
smokers alleging that smoking has been injurious to their health, and by
non-smokers alleging harm from environmental tobacco smoke, also known as
"secondhand smoke."  Plaintiffs seek various forms of relief, including
compensatory and punitive damages aggregating billions of dollars,
treble/multiple damages and other statutory damages and penalties, creation
of medical monitoring and smoking cessation funds, disgorgement of profits,
legal fees, and injunctive and equitable relief.

      The MSA does not release participating manufacturers from liability in
either individual or class action cases.  Healthcare cost recovery cases have
also been brought by governmental and non-governmental healthcare providers
seeking, among other things, reimbursement for healthcare expenditures
incurred in connection with the treatment of medical conditions allegedly
caused by smoking. The participating manufacturers are also exposed to
liability in these cases, because the MSA only settled healthcare cost
recovery claims of the participating states. Litigation has also been brought
against certain participating manufacturers and their affiliates in foreign
countries.

      The ultimate outcome of any pending or future lawsuit is uncertain.
Verdicts of substantial magnitude that are enforceable as to one or more
participating manufacturers, if they occur, could encourage commencement of
additional litigation, or could negatively affect perceptions of potential
triers of fact with respect to the tobacco industry, possibly to the
detriment of pending litigation. An unfavorable outcome or settlement or one
or more adverse judgments could result in a decision by the affected
participating manufacturers to substantially increase cigarette prices,
thereby reducing cigarette consumption beyond the forecasts under the MSA.
In addition, the financial condition of any or all of the participating
manufacturer defendants could be materially and adversely affected by the
ultimate outcome of pending litigation, including bonding and litigation
costs or a verdict or verdicts awarding substantial compensatory or punitive
damages. Depending upon the magnitude of any such negative financial impact
(and irrespective of whether the participating manufacturer is thereby
rendered insolvent), an adverse outcome in one or more of the lawsuits could
substantially impair the affected participating manufacturer's ability to
make payments under the MSA.

|X|   Credit Ratings of Municipal Securities. Ratings by ratings
organizations such as Moody's Investors Service, Inc. ("Moody's"), Standard &
Poor's, a division of The McGraw-Hill Companies, Inc. ("Standard and
Poor's"), and Fitch Ratings Ltd. ("Fitch") represent the respective rating
agency's opinions of the credit quality of the municipal securities they
undertake to rate. However, their ratings are general opinions and are not
guarantees of quality. Municipal securities that have the same maturity,
coupon and rating may have different yields, while other municipal securities
that have the same maturity and coupon but different ratings may have the
same yield.

      After the Fund buys a municipal security, the security may cease to be
rated or its rating may be reduced below the minimum required for purchase by
the Fund. Neither event requires the Fund to sell the security, but the
Manager will consider such events in determining whether the Fund should
continue to hold the security. To the extent that ratings given by Moody's,
Standard & Poor's, or Fitch change as a result of changes in those rating
organizations or their rating systems, the Fund will attempt to use
comparable ratings as standards for investments in accordance with the Fund's
investment policies.

      The Fund may buy municipal securities that are "pre-refunded." The
issuer's obligation to repay the principal value of the security is generally
collateralized with U.S. government securities placed in an escrow account.
This causes the pre-refunded security to have essentially the same risks of
default as a AAA-rated security.


      A list of the rating categories of Moody's, Standard & Poor's and Fitch
for municipal securities is contained in Appendix A to this SAI. Because the
Fund may purchase securities that are unrated by nationally recognized rating
organizations, the Manager will make its own assessment of the credit quality
of unrated issues the Fund buys. The Manager will use criteria similar to
those used by the rating agencies, and assign a rating category to a security
that is comparable to what the Manager believes a rating agency would assign
to that security. However, the Manager's rating does not constitute a
guarantee of the quality of a particular issue.


Special Risks of Lower-Grade Securities. Lower grade securities (often
referred to as "junk bonds") may have a higher yield than securities rated in
the higher rating categories. In addition to having a greater risk of default
than higher-grade securities, there may be less of a market for these
securities. As a result they may be harder to sell at an acceptable price.
The additional risks mean that the Fund may not receive the anticipated level
of income from these securities, and the Fund's net asset value may be
affected by declines in the value of lower-grade securities. However, because
the added risk of lower quality securities might not be consistent with the
Fund's policy of preservation of capital, the Fund limits its investments in
lower quality securities.

      A discussion of the special considerations relating to the Fund's
Territory Municipal Securities and other economic conditions of the U.S.
Territories is provided in Appendix B to this SAI.

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

|X|   Floating Rate and Variable Rate Obligations. Variable rate demand
obligations, a form of derivative investments, may have a demand feature that
allows the Fund to tender the obligation to the issuer or a third party prior
to its maturity. The tender may be at par value plus accrued interest,
according to the terms of the obligation.

      The interest rate on a floating rate demand note is based on a stated
prevailing market rate, such as a bank's prime rate, the 91-day U.S. Treasury
Bill rate, or some other standard, and is adjusted automatically each time
such rate is adjusted. The interest rate on a variable rate demand note is
also based on a stated prevailing market rate but is adjusted automatically
at specified intervals of not less than one year. Generally, the changes in
the interest rate on such securities reduce the fluctuation in their market
value. As interest rates decrease or increase, the potential for capital
appreciation or depreciation is less than that for fixed-rate obligations of
the same maturity.

      The Manager may determine that an unrated floating rate or variable
rate demand obligation meets the 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.

      Floating rate and variable rate demand notes 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 not exceeding one year and upon not more than 30 days' notice. The
issuer of that type of note normally has a corresponding right in its
discretion, after a given period, to prepay the outstanding principal amount
of the note plus accrued interest. Generally the issuer must provide a
specified number of days' notice to the holder. Floating rate or variable
rate obligations that do not provide for the recovery of principal and
interest within 7 days are subject to the Fund's limitations on investments
in illiquid securities.

Inverse Floaters. The Fund invests in "inverse floaters" which are derivative
instruments that pay interest at rates that move in the opposite direction of
yields on short-term securities. As short-term interest rates rise, the
interest rate on inverse floaters falls and they produce less current income.
As short-term interest rates fall, the interest rates on the inverse floaters
increase and they pay more current income. Their market value can be more
volatile than that of a conventional fixed-rate security having similar
credit quality, redemption provisions and maturity. The Fund can expose up to
20% of its total assets to the effects of leverage from its investments in
inverse floaters.


     Most of the inverse floaters the Fund buys are created when the Fund
purchases a fixed-rate municipal security and subsequently transfers it to a
trust created by a broker-dealer. The trust divides the fixed-rate security
into two floating rate securities: (i) a short-term tax-free floating rate
security paying interest at rates that usually reset daily or weekly,
typically with the option to be tendered for par value on each reset date,
and (ii) a residual interest (the "inverse floater") that is a long-term
tax-free floating rate security, sometimes also referred to as a "residual
interest certificate." The inverse floater pays interest at rates that move
in the opposite direction of the yield on the short-term floating rate
security. The terms of the inverse floaters in which the Fund invests grant
the Fund the right to  require a tender of the short-term floating rate
securities, upon payment of the principal amount due to the holders of the
short-term floating rate notes issued by the trust and certain other fees.
The Fund may then require the trust to exchange the underlying fixed-rate
security for the short-term floating rate security and the inverse floater
that the Fund owns.

     The Fund may also purchase inverse floaters created when another party
transfers a fixed-rate municipal security to a trust. The trust then issues
short-term floating rate notes to third parties and sells the inverse floater
to the Fund. Under some circumstances, the Manager might acquire both
portions of that type of offering, to reduce the effect of the volatility of
the individual securities. This provides the Manager with a flexible
portfolio management tool to vary the degree of investment leverage
efficiently under different market conditions.

     Additionally, the Fund may be able to purchase inverse floaters created
by municipal issuers directly. To provide investment leverage, a municipal
issuer might issue two variable rate obligations instead of a single
long-term, fixed-rate security. For example, the interest rate on one
obligation reflecting short-term interest rates and the interest rate on the
other instrument, the inverse floater, reflecting the approximate rate the
issuer would have paid on a fixed-rate security, multiplied by a factor of
two, minus the rate paid on the short-term instrument.

      Inverse floaters may offer relatively high current income, reflecting
the spread between long-term and short-term tax exempt interest rates. As
long as the municipal yield curve remains positively sloped, and short-term
rates remain low relative to long-term rates, owners of inverse floaters will
have the opportunity to earn interest at above-market rates. If the yield
curve flattens and shifts upward, an inverse floater will lose value more
quickly than a conventional long-term security having similar credit quality,
redemption provisions and maturity.

      Some inverse floaters have a feature known as an interest rate "cap" as
part of the terms of the investment. Investing in inverse floaters that have
interest rate caps might be part of a portfolio strategy to try to maintain a
high current yield for the Fund when the Fund has invested in inverse
floaters that expose the Fund to the risk of short-term interest rate
fluctuations. "Embedded" caps can be used to hedge a portion of the Fund's
exposure to rising interest rates. When interest rates exceed a
pre-determined rate, the cap generates additional cash flows that offset the
decline in interest rates on the inverse floater. However, the Fund bears the
risk that if interest rates do not rise above the pre-determined rate, the
cap (which is purchased for additional cost) will not provide additional cash
flows and will expire worthless.

      The Fund may enter into a "shortfall and forbearance" agreement with
the sponsor of an inverse floater held by the Fund. Under such an agreement,
on liquidation of the trust, the Fund would be committed to pay the trust the
difference between the liquidation value of the underlying security on which
the inverse floater is based and the principal amount payable to the holders
of the short-term floating rate security that is based on the same underlying
security. The Fund would not be required to make such a payment under the
standard terms of a more typical inverse floater. Although entering into a
"shortfall and forbearance" agreement would expose the Fund to the risk that
it may be required to make the payment described above, the Fund may receive
higher interest payments than under a typical inverse floater.

      An investment in inverse floaters may involve greater risk than an
investment in a fixed-rate municipal security. All inverse floaters entail
some degree of leverage. The interest rate on inverse floaters varies
inversely at a pre-set multiple of the change in short-term rates. An inverse
floater that has a higher multiple, and therefore more leverage, will be more
volatile with respect to both price and income than an inverse floater with a
lower degree of leverage or than the underlying security.

      Under applicable financial accounting standards, inverse floater
transactions in which the Fund has transferred a municipal security it owned
to a trust are considered a form of secured borrowing for financial reporting
purposes. This accounting treatment does not apply to inverse floaters
acquired by the Fund that were created by a third-party's transfer of a
municipal security to the issuing trust.


Percentage of LIBOR Notes (PLNs).  The Fund may invest in Percentage of LIBOR
Notes ("PLNs") which are variable rate municipal securities based on the
London Interbank Offered Rate ("LIBOR"), a widely used benchmark for
short-term interest rates and used by banks for interbank loans with other
banks.  The PLN typically pays interest based on a percentage of a LIBOR rate
for a specified time plus an established yield premium.  Due to their
variable rate features, PLNs will generally pay higher levels of income in a
rising interest rate environment and lower levels of income as interest rates
decline.  In times of substantial market volatility, however, the PLNs may
not perform as anticipated.  The value of a PLN also may decline due to other
factors, such as changes in credit quality of the underlying bond.

The Fund also may invest in PLNs that are created when a
broker-dealer/sponsor deposits a municipal bond into a trust created by the
sponsor.  The trust issues a percentage of LIBOR floating rate certificate
(i.e., the PLN) to the Fund and a residual interest certificate to third
parties who receive the remaining interest on the bond after payment of the
interest distribution to the PLN holder and other fees.

Because the market for PLNs is relatively new and still developing, the
Fund's ability to engage in transactions using such instruments may be
limited.  There is no assurance that a liquid secondary market will exist for
any particular PLN or at any particular time, and so the Fund may not be able
to close a position in a PLN when it is advantageous to do so.


|X|   "When-Issued" and "Delayed Delivery" Transactions. The Fund may
purchase securities on a "when-issued" basis, and may purchase or sell such
securities on a "delayed delivery" (or "forward commitment") basis.
"When-issued" or "delayed delivery" refers to securities whose terms and
indenture are available and for which a market exists, but which are not
available for immediate delivery.

      When such transactions are negotiated, the price (which is generally
expressed in yield terms) is fixed at the time the commitment is made.
Delivery and payment for the securities take place at a later date. Normally
the settlement date is within six months of the purchase of municipal bonds
and notes. However, the Fund may, from time to time, purchase municipal
securities having a settlement date more than six months and possibly as long
as two years or more after the trade date. The securities are subject to
change in value from market fluctuation during the settlement period. 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 loss
to the Fund. No income begins to accrue to the Fund on a when-issued security
until the Fund receives the security at settlement of the trade.

      The Fund will engage in when-issued transactions in order to secure
what is considered to be an advantageous price and yield at the time of
entering into the obligation. When the Fund engages in when-issued or
delayed-delivery transactions, it relies on the buyer or seller, as the case
may be, to complete the transaction. Their failure to do so may cause the
Fund to lose the opportunity to obtain the security at a price and yield it
considers advantageous.

      When the 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 for its portfolio  and not for the
purposes of investment leverage. Although the Fund will enter into
when-issued or delayed-delivery purchase transactions to acquire securities,
the Fund may dispose of a commitment prior to settlement. If the Fund chooses
to dispose of the right to acquire a when-issued security prior to its
acquisition or to dispose of its right to deliver or receive against a
forward commitment, it may incur a gain or loss.

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

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

|X|   Zero-Coupon Securities. The Fund may buy zero-coupon and delayed
interest municipal 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.

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

|X|   Puts and Standby Commitments. The Fund may acquire "stand-by
commitments" or "puts" with respect to municipal securities to enhance
portfolio liquidity and to try to reduce the average effective portfolio
maturity. These arrangements give the Fund the right to sell the securities
at a set price on demand to the issuing broker-dealer or bank. However,
securities having this feature may have a relatively lower interest rate.

      When the Fund buys a municipal security subject to a standby commitment
to repurchase the security, the Fund is entitled to same-day settlement from
the purchaser. The Fund receives an exercise price equal to the amortized
cost of the underlying security plus any accrued interest at the time of
exercise. A put purchased in conjunction with a municipal security enables
the Fund to sell the underlying security within a specified period of time at
a fixed exercise price.

      The Fund might purchase a standby commitment or put separately in cash
or it might acquire the security subject to the standby commitment or put (at
a price that reflects that additional feature). The Fund will enter into
these transactions only with banks and securities dealers that, in the
Manager's opinion, present minimal credit risks. The Fund's ability to
exercise a put or standby commitment will depend on the ability of the bank
or dealer to pay for the securities if the put or standby commitment is
exercised. If the bank or dealer should default on its obligation, the Fund
might not be able to recover all or a portion of any loss sustained from
having to sell the security elsewhere.

      Puts and standby commitments are not transferable by the Fund. They
terminate if the Fund sells the underlying security to a third party. The
Fund intends to enter into these arrangements to facilitate portfolio
liquidity, although such arrangements might enable the Fund to sell a
security at a pre-arranged price that may be higher than the prevailing
market price at the time the put or standby commitment is exercised. However,
the Fund might refrain from exercising a put or standby commitment if the
exercise price is significantly higher than the prevailing market price, to
avoid imposing a loss on the seller that could jeopardize the Fund's business
relationships with the seller.

      A put or standby commitment increases the cost of the security and
reduces the yield otherwise available from the security. Any consideration
paid by the Fund for the put or standby commitment will be reflected on the
Fund's books as unrealized depreciation while the put or standby commitment
is held, and a realized gain or loss when the put or commitment is exercised
or expires. Interest income received by the Fund from municipal securities
subject to puts or stand-by commitments may not qualify as tax exempt in its
hands if the terms of the put or stand-by commitment cause the Fund not to be
treated as the tax owner of the underlying municipal securities.

|X|   Repurchase Agreements. The Fund may acquire securities subject to
repurchase agreements. It may do so for liquidity purposes to meet
anticipated redemptions of Fund shares, or pending the investment of the
proceeds from sales of Fund shares, or pending the settlement of portfolio
securities. In a repurchase transaction, the Fund acquires a security from,
and simultaneously resells it to an approved vendor for delivery on an agreed
upon future date. The resale price exceeds the purchase price by an amount
that reflects an agreed-upon interest rate effective for the period during
which the repurchase agreement is in effect. 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
the credit requirements set by the Manager from time to time. The Manager
will monitor the vendor's creditworthiness to confirm that the vendor is
financially sound and will continuously monitor the collateral's value.

      The majority of these transactions run from day to day. Delivery
pursuant to resale typically will occur within one to five days of the
purchase. Repurchase agreements having a maturity beyond seven days are
subject to the Fund's limits on holding illiquid investments. There is no
limit on the amount of the Fund's assets that may be subject to repurchase
agreements of seven days or less. They meet credit requirements set by the
Manager from time to time.

      Repurchase agreements, considered "loans" under the Investment Company
Act of 1940, as amended (the "Investment Company Act"), are collateralized by
the underlying security. The Fund's repurchase agreements require that at all
times while the repurchase agreement is in effect, the collateral's value
must equal or exceed the repurchase price to fully collateralize the
repayment obligation.

      The Manager will monitor the vendor's creditworthiness to confirm that
the vendor is financially sound and will continuously monitor the
collateral's value. However, if the vendor fails to pay the resale price on
the delivery date, the Fund may incur costs in disposing of the collateral
and may experience losses if there is any delay in its ability to do so.

      Pursuant to an Exemptive Order issued by the Securities and Exchange
Commission (the "SEC"), the Fund, along with other affiliated entities
managed by the Manager, may transfer uninvested cash balances into one or
more joint repurchase agreement accounts. These balances are invested in one
or more repurchase agreements secured by U.S. government securities.
Securities 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.


Illiquid Securities. The Fund has percentage limitations that apply to
purchases of illiquid securities, as stated in the Prospectus. The Manager
determines the liquidity of certain of the Fund's investments and monitors
holdings of illiquid securities on an ongoing basis to determine whether to
sell any holdings to meet percentage restrictions or maintain adequate
liquidity. The Manager takes into account the trading activity for such
securities and the availability of reliable pricing information, among other
factors. Illiquid securities include repurchase agreements maturing in more
than seven days.


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

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

|X|   Loans of Portfolio Securities. To attempt to raise income or raise cash
for liquidity purposes, the Fund may lend its portfolio securities to
brokers, dealers and other financial institutions approved by the Fund's
Board of Trustees. These loans are limited to not more than 25% of the value
of the Fund's total assets. Income from securities loans does not constitute
exempt-interest income for the purpose of paying tax-exempt dividends.

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

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

|X|   Borrowing for Leverage. The Fund has the ability to invest borrowed
funds in portfolio securities. This speculative investment technique is known
as "leverage." Under its fundamental policies, 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 statutes, rules or regulations may be amended or interpreted
from time to time. Currently, under the Investment Company Act, a mutual fund
may borrow only from banks and the maximum amount it may borrow is up to
one-third of its total assets (including the amount borrowed) less its
liabilities, other than borrowings, 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. The Fund may borrow for
temporary or emergency purposes only to the extent necessary in emergency
situations to meet redemption requests after using all cash held by the Fund
to meet such redemption requests, other than cash necessary to pay Fund fees
and expenses. If the value of the Fund's assets fails to meet this 300% asset
coverage requirement, the Fund is required, within three days to reduce its
bank to the extent necessary to meet such requirement and may have to sell a
portion of its investments at a time when independent investment judgment
would not dictate such sale.

      The Fund will pay interest on these loans, and that interest expense
will raise the overall expenses of the Fund and reduce its returns. If it
does borrow, its expenses will be greater than comparable funds that do not
borrow for leverage. The interest on a loan might be more (or less) than the
yield on the securities purchased with the loan proceeds. Additionally, the
Fund's net asset value per share might fluctuate more than that of funds that
do not borrow.

      In addition, pursuant to an exemptive order issued by the SEC to
Citicorp North America, Inc. ("Citicorp"), the Fund also has the ability to
borrow, subject to the limits established by its investment policies, from
commercial paper and medium-term note conduits administered by Citicorp that
issue promissory notes to fund loans to investment companies such as the
Fund. These loans may be secured by assets of the Fund, so long as the Fund's
policies permit it to pledge its assets to secure a debt. Liquidity support
for these loans will be provided by banks obligated to make loans to the Fund
in the event the conduit or conduits are unable or unwilling to make such
loans. The Fund will have the right to prepay such loans and terminate its
participation in the conduit loan facility at any time upon prior notice. As
a borrower under a conduit loan facility, the Fund maintains rights and
remedies under state and federal law comparable to those it would maintain
with respect to a loan from a bank.

Other Derivative Investments.

     The Fund can invest in other municipal derivative securities that pay
interest that depends on the change in value of an underlying asset, interest
rate, credit event or index. Examples include, but are not limited to
interest rate or credit related or credit default swaps, or municipal bond or
swap indices. Certain derivatives, such as options, futures, indexed
securities and entering into swap agreements, can be used to increase or
decrease the Fund's exposure to changing security prices, interest rates or
other factors that affect the value of securities. However, these techniques
could result in losses to the Fund, if the Manager judges market conditions
incorrectly or employs a strategy that does not correlate well with the
Fund's other investments. These techniques can cause losses if the
counterparty does not perform its promises. An additional risk of investing
in municipal securities that are derivative investments is that their market
value could be expected to vary to a much greater extent than the market
value of municipal securities that are not derivative investments but have
similar credit quality, redemption provisions and maturities.

|X|   Hedging. The Fund may use hedging to attempt to protect against
declines in the market value of its portfolio, to permit the Fund to retain
unrealized gains in the value of portfolio securities that have appreciated,
or to facilitate selling securities for investment reasons. To do so, the
Fund may:
o     sell interest rate futures or municipal bond index futures,
o     buy puts on such futures or securities, or
o     write covered calls on securities, broadly-based municipal bond
         indices, interest rate futures or municipal bond index futures.
      Covered calls may also be written on debt securities to attempt to
increase the Fund's income, but that income would not be tax-exempt.
Therefore it is unlikely that the Fund would write covered calls for that
purpose.

      The Fund may also use hedging to establish a position in the debt
securities market as a temporary substitute for purchasing individual debt
securities. In that case the Fund will normally seek to purchase the
securities, and then terminate that hedging position. For this type of
hedging, the Fund may:

|_|   buy interest rate futures or municipal bond index futures, or
|_|   buy calls on such futures or on securities.

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

|X|   Futures. The Fund may buy and sell futures contracts relating to debt
securities (these are called "interest rate futures") and municipal bond
indices (these are referred to as "municipal bond index futures").

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

      A "municipal bond index" assigns relative values to the municipal bonds
in the index, and is used as the basis for trading long-term municipal bond
futures contracts. Municipal bond index futures are similar to interest rate
futures except that settlement is made only in cash. The obligation under the
contract may also be satisfied by entering into an offsetting contract. The
strategies which the Fund employs in using municipal bond index futures are
similar to those with regard to interest rate futures.

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

      At any time prior to the expiration of the future, the Fund may elect
to close out its position by taking an opposite position at which time a
final determination of variation margin is made and additional cash is
required to be paid by or released to the Fund. Any gain or loss is then
realized by the Fund on the future for tax purposes. Although interest rate
futures by their terms call for settlement by the delivery of debt
securities, in most cases the obligation is fulfilled without such delivery
by entering into an offsetting transaction. All futures transactions are
effected through a clearing house associated with the exchange on which the
contracts are traded.

      The Fund may concurrently buy and sell futures contracts in a strategy
anticipating that the future the Fund purchased will perform better than the
future the Fund sold. For example, the Fund might buy municipal bond futures
and concurrently sell U.S. Treasury Bond futures (a type of interest rate
future). The Fund would benefit if municipal bonds outperform U.S. Treasury
Bonds on a duration-adjusted basis.

      Duration is a volatility measure that refers to the expected percentage
change in the value of a bond resulting from a change in general interest
rates (measured by each 1% change in the rates on U.S. Treasury securities).
For example, if a bond has an effective duration of three years, a 1%
increase in general interest rates would be expected to cause the value of
the bond to decline about 3%. There are risks that this type of futures
strategy will not be successful. U.S. Treasury bonds might perform better on
a duration-adjusted basis than municipal bonds, and the assumptions about
duration that were used might be incorrect (in this case, the duration of
municipal bonds relative to U.S. Treasury Bonds might have been greater than
anticipated).

|X|   Put and Call Options. The Fund may buy and sell certain kinds of put
options (puts) and call options (calls). These strategies are described below.

|_|   Writing Covered Call Options. The Fund may write (that is, sell) call
options. The Fund's call writing is subject to a number of restrictions:
(1)   After the Fund writes a call, not more than 25% of the Fund's total
               assets may be subject to calls.
(2)   Calls the Fund sells must be listed on a securities or commodities
               exchange or quoted on NASDAQ(R), the automated quotation system
               of The NASDAQ(R)Stock Market, Inc. or traded in the
               over-the-counter market.
(3)   Each call the Fund writes must be "covered" while it is outstanding.
               That means the Fund must own the investment on which the call
               was written.
(4)   The Fund may write calls on futures contracts whether or not it owns
               them.

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

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

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

      When the 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 Fund will have the absolute right
to repurchase that OTC option. The formula price would generally be based on
a multiple of the premium received for the option, plus the amount by which
the option is exercisable below the market price of the underlying security
(that is, the option is "in-the-money"). When the Fund writes an OTC option,
it will treat as illiquid (for purposes of its restriction on illiquid
securities) the mark-to-market value of any OTC option held by it, unless the
option is subject to a buy-back agreement by the executing broker. The SEC is
evaluating whether OTC options should be considered liquid securities. The
procedure described above could be affected by the outcome of that evaluation.

      To terminate its obligation on a call it has written, the Fund may
purchase a corresponding call in a "closing purchase transaction." The Fund
will then realize a profit or loss, depending upon whether the net of the
amount of the option transaction costs and the premium received on the call
the Fund wrote was more or less than the price of the call the Fund purchased
to close out the transaction. A profit may also be realized if the call
lapses unexercised, because the Fund retains the underlying investment and
the premium received. Any such profits are considered short-term capital
gains for federal tax purposes, as are premiums on lapsed calls. When
distributed by the Fund they are taxable as ordinary income.

      The Fund may also write calls on futures contracts without owning the
futures contract or securities deliverable under the contract. To do so, at
the time the call is written, the Fund must cover the call by segregating in
escrow an equivalent dollar value of liquid assets. The Fund will segregate
additional liquid assets if the value of the escrowed assets drops below 100%
of the current value of the future. Because of this escrow requirement, in no
circumstances would the Fund's receipt of an exercise notice as to that
future put the Fund in a "short" futures position.

|_|   Purchasing Puts and Calls. The Fund may buy calls only on securities,
broadly-based municipal bond indices, municipal bond index futures and
interest rate futures. It may also buy calls to close out a call it has
written, as discussed above. Calls the Fund buys must be listed on a
securities or commodities exchange, or quoted on NASDAQ(R), or traded in the
over-the-counter market. A call or put option may not be purchased if the
purchase would cause the value of all the Fund's put and call options to
exceed 5% of its total assets.

      When the Fund purchases a call (other than in a closing purchase
transaction), it pays a premium. For calls on securities that the Fund buys,
it has the right to buy the underlying investment from a seller of a
corresponding call on the same investment during the call period at a fixed
exercise price. The Fund benefits only if (1) the call is sold at a profit or
(2) the call is exercised when the market price of the underlying investment
is above the sum of the exercise price plus the transaction costs and premium
paid for the call. If the call is not exercised nor sold (whether or not at a
profit), it will become worthless at its expiration date. In that case the
Fund will lose its premium payment and the right to purchase the underlying
investment.

      Calls on municipal bond indices, interest rate futures and municipal
bond index futures are settled in cash rather than by delivering the
underlying investment. Gain or loss depends on changes in the securities
included in the index in question (and thus on price movements in the debt
securities market generally) rather than on changes in price of the
individual futures contract.

      The Fund may buy only those puts that relate to securities that the
Fund owns, broadly-based municipal bond indices, municipal bond index futures
or interest rate futures (whether or not the Fund owns the futures).

      When the Fund purchases a put, it pays a premium. The Fund then has the
right to sell the underlying investment to a seller of a corresponding put on
the same investment during the put period at a fixed exercise price. Puts on
municipal bond indices are settled in cash. Buying a put on a debt security,
interest rate future or municipal bond index future the Fund owns enables it
to protect itself during the put period against a decline in the value of the
underlying investment below the exercise price. If the market price of the
underlying investment is equal to or above the exercise price and as a result
the put is not exercised or resold, the put will become worthless at its
expiration date. In that case the Fund will lose its premium payment and the
right to sell the underlying investment. A put may be sold prior to
expiration (whether or not at a profit).

|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 Fund's returns. The
Fund could also experience losses if the prices of its futures and options
positions were not correlated with its other investments.

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

      The Fund may 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. Such commissions may be higher
on a relative basis than the commissions for direct purchases or sales of the
underlying investments. Premiums paid for options are small in relation to
the market value of the underlying investments. Consequently, put and call
options offer large amounts of leverage. The leverage offered by trading in
options could result in the Fund's net asset value being more sensitive to
changes in the value of the underlying investment.

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

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

      The risk of imperfect correlation increases as the composition of the
Fund's portfolio diverges from the securities included in the applicable
index. To compensate for the imperfect correlation of movements in the price
of debt securities being hedged and movements in the price of the hedging
instruments, the Fund may use hedging instruments in a greater dollar amount
than the dollar amount of debt securities being hedged. It might do so if the
historical volatility of the prices of the debt securities being hedged is
greater 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 natures of those markets.
All participants in the futures markets are subject to margin deposit and
maintenance requirements. Rather than meeting additional margin deposit
requirements, investors may close out futures contracts through offsetting
transactions which could distort the normal relationship between the cash and
futures markets. From the point of view of speculators, the deposit
requirements in the futures markets are less onerous than margin requirements
in the securities markets. Therefore, increased participation by speculators
in the futures markets may cause temporary price distortions.

      The Fund may use hedging instruments to establish a position in the
municipal securities markets as a temporary substitute for the purchase of
individual securities (long hedging). It is possible that the market may
decline. If the Fund then does not invest in such securities because of
concerns that there may be further market decline or for other reasons, the
Fund will realize a loss on the hedging instruments that is not offset by a
reduction in the purchase price of the securities.

      An option position may be closed out only on a market that provides
secondary trading for options of the same series. There is no assurance that
a liquid secondary market will exist for a particular option. If the Fund
could not effect a closing purchase transaction due to a lack of a market, it
would have to hold the callable investment until the call lapsed or was
exercised and could incur losses. The Fund might experience losses if it
could not close out a position because of an illiquid market for a future or
option.

|X|   Interest Rate Swap Transactions. In an interest rate swap, the Fund and
another party exchange their right to receive or their obligation to pay
interest on a security. For example, they may swap a right to receive
floating rate payments for fixed rate payments. The Fund may not enter into
swaps with respect to more than 25% of its total assets. Also, the Fund will
segregate 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. Income from
interest rate swaps may be taxable.

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

      The Fund can enter into swap transactions with appropriate
counterparties pursuant to master netting agreements. A master netting
agreement provides that all swaps done between the Fund and that counterparty
under the master agreement shall be regarded as parts of an integral
agreement. If on any date amounts are payable under one or more swap
transactions, the net amount payable on that date 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 swaps with that party.
Under master netting agreements, if there is a default resulting in a loss to
one party, that party's damages are calculated by reference to the average
cost of a replacement swap with respect to 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|   Regulatory Aspects of Hedging Instruments. The Commodities Futures
Trading Commission (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 Fund claims an exclusion
from regulation as a commodity pool operator. The Fund has claimed such an
exclusion from registration as a commodity pool operator under the Commodity
Exchange Act ("CEA"). The Fund may use futures and options for hedging and
non-hedging purposes to the extent consistent with its investment objective,
internal risk management guidelines adopted by the Fund's investment advisor
(as they may be amended from time to time), and as otherwise set forth in the
Fund's Prospectus or this SAI.


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

      Under interpretations of staff members of the SEC regarding applicable
provisions of the Investment Company Act, when the Fund purchases an interest
rate future or municipal bond index 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 its custodian bank.

|X|   Temporary Defensive and Interim Investments. The securities the Fund
may invest in for temporary defensive purposes include the following:
|_|   short-term municipal securities;
|_|   obligations issued or guaranteed by the U.S. Government or its agencies
            or instrumentalities;
|_|   corporate debt securities rated within the three highest grades by a
            nationally recognized rating agency;
|_|   commercial paper rated "A-1" by Standard & Poor's, or a comparable
            rating by another nationally recognized rating agency; and
|_|   certificates of deposit of domestic banks with assets of $1 billion or
            more.

      The Fund might also hold these types of securities pending the
investment of proceeds from the sale of portfolio securities or to meet
anticipated redemptions of Fund shares. The income from some of the temporary
defensive or interim investments may not be tax-exempt. Therefore, when
making those investments, the Fund might not achieve its objective.

|X|   Portfolio Turnover. A change in the securities held by the Fund from
buying and selling investments is known as "portfolio turnover." Short-term
trading increases the rate of portfolio turnover and could increase the
Fund's transaction costs. However, the Fund ordinarily incurs little or no
brokerage expense because most of the Fund's portfolio transactions are
principal trades that do not require payment of brokerage commissions.

      The Fund ordinarily does not trade securities to achieve capital gains,
because such gains would not be tax-exempt income. To a limited degree, the
Fund may engage in active and frequent short-term trading to attempt to take
advantage of short-term market variations. It may also do so to dispose of a
portfolio security prior to its maturity. That might be done if, on the basis
of a revised credit evaluation of the issuer or other considerations, the
Manager believes such disposition is advisable or it needs to generate cash
to satisfy requests to redeem Fund shares. In those cases, the Fund may
realize a capital gain or loss on its investments. The Fund's annual
portfolio turnover rate normally is not expected to exceed 100%.

|X|   Taxable Investments. While the Fund can invest up to 20% of its net
assets (plus borrowings for investment purposes) in investments that generate
income subject to income taxes, it does not anticipate investing substantial
amounts of its assets in taxable investments under normal market conditions
or as part of its normal trading strategies and policies. Taxable investments
include, for example, hedging instruments, repurchase agreements, and many of
the types of securities the Fund would buy for temporary defensive purposes.

      At times, in connection with the restructuring of a municipal bond
issuer either outside of bankruptcy court in a negotiated workout or in the
context of bankruptcy proceedings, the Fund may determine or be required to
accept equity or taxable debt securities from the issuer in exchange for all
or a portion of the Fund's holdings in the municipal security. Although the
Manager will attempt to sell the equity security as soon as reasonably
practicable in most cases, depending upon, among other things, the Manager's
valuation of the potential value of such securities in relation to the price
that could be obtained by the Fund at any given time upon sale thereof, the
Fund may determine to hold such securities in its portfolio for limited
period of time in order to liquidate the equity securities in a manner that
maximizes their value to the Fund.

Other Investment Restrictions

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

|_|   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

|_|   more than 50% of the outstanding shares.


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


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

|_|   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.

|_|   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.

|_|   The Fund cannot invest more than 25% of its total assets in any one
 industry but can invest more than 25% of its total assets in a group of
 industries. That limit does not apply to securities issued or guaranteed by
 the U.S. Government or its agencies and instrumentalities or securities
 issued by investment companies. Nor does that limit apply to municipal
 securities in general or to the Fund's municipal securities.

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

|_|   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.

|_|   The Fund may not underwrite securities issued by others, except to the
extent that the Fund may be considered an underwriter within the meaning of
the Securities Act of 1933, as amended, when reselling securities held in its
own portfolio.

|_|   Under normal market conditions, the Fund invests at least 80% of its
net assets (plus borrowings for investment purposes) in investments the
income from which, in the opinion of counsel to the issuer of each investment
at the time the security is issued, is exempt from both federal and state
income tax.


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


      Currently, under the Investment Company Act, and the Oppenheimer funds'
exemptive order, a 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 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. Also, presently under the
Investment Company Act, a 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. The Fund does not
have any restrictions on investments in real estate and/or commodities other
than the information set forth in the investment restrictions above.
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.

Non-Diversification of the Fund's Investments. The 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 the Fund can invest more of its assets in
the securities of a single issuer than a diversified fund.

      Being non-diversified poses additional investment risks, because if the
Fund invests more of its assets in fewer issuers, the value of the Fund's
shares is subject to greater fluctuations from adverse conditions affecting
any one of those issuers. However, the 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. If it qualifies, the
Fund does not have to pay federal income taxes if more than 90% of its
earnings are distributed to shareholders. To qualify, the Fund must meet a
number of conditions.  First, not more than 25% of the market value of the
Fund's total assets may be invested in the securities of a single issuer
(other than Government securities and securities of other regulated
investment companies), two or more issuers that are engaged in the same or
related trades or businesses and are controlled by the Fund, or one or more
qualified publicly traded partnerships (i.e., publicly-traded partnerships
that are treated as partnerships for tax purposes and derive at least 90% of
their income from certain passive sources). 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) the Fund must not own more than 10% of the outstanding voting securities
of a single issuer.

The identification of the issuer of a municipal security depends on the terms
and conditions of the security.  When the assets and revenues of an agency,
authority, instrumentality or other political subdivision are separate from
those of the government creating it and the security is backed only by the
assets and revenues of the subdivision, agency, authority or instrumentality,
the latter would be deemed to be the sole issuer. Similarly, if a private
activity bond is backed only by the assets and revenues of the
non-governmental user, then that user would be deemed to be the sole issuer.
However, if in either case the creating government or some other entity
guarantees a security, the guarantee would be considered a separate security
and would be treated as being issued by such government or other entity.


Applying the Restriction Against Concentration. In implementing the Fund's
policy not to concentrate its investments, the Manager will consider a
non-governmental user of facilities financed by private activity bonds as
being in a particular industry. That is done even though the bonds are
municipal securities, as to which the Fund has no concentration limitation.
The Manager categorizes tobacco industry related municipal bonds as either
tobacco settlement revenue bonds or tobacco bonds that are subject to
appropriation ("STA Bonds"). For purposes of the Fund's industry
concentration policies, STA Bonds are considered to be "municipal" bonds, as
distinguished from "tobacco settlement" bonds. As municipal bonds, STA Bonds
are not within any industry and are not subject to the Fund's industry
concentration policies.


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

o     Public Disclosure. The Fund's portfolio holdings are made publicly
      available no later than 60 days after the close of each of the Fund's
      fiscal quarters in its semi-annual report to shareholders, its annual
      report to shareholders or its Statements of Investments on Form N-Q.
      Those documents are publicly available at the SEC. In addition, the top
      20 month-end holdings may be posted on the OppenheimerFunds' website at
      www.oppenheimerfunds.com (select the Fund's name under the "View Fund
      Information for:" menu) with a 15-day lag.  The Fund may release a more
      restrictive list of holdings (e.g., the top five or top 10 portfolio
      holdings) or may release no holdings if that is in the best interests
      of the Fund and its shareholders. Other general information about the
      Fund's 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 portfolio holdings are
proprietary, confidential business information. While recognizing the
importance of providing Fund shareholders with information about their Fund's
investments and providing portfolio information to a variety of third parties
to assist with the management, distribution and administrative process, the
need for transparency must be balanced against the risk that third parties
who gain access to the Fund's portfolio holdings information could attempt to
use that information to trade ahead of or against the Fund, which could
negatively affect the prices the Fund is able to obtain in portfolio
transactions or the availability of the securities that portfolio managers
are trading on the Fund's behalf.

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

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

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

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

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

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

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

      Portfolio holdings information (which may include information on
individual securities positions or multiple securities) may be provided to
the entities listed below (1) by portfolio traders employed by the Manager in
connection with portfolio trading, and (2) by the members of the Manager's
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 are not priced by the Fund's regular
      pricing services)
o     Dealers to obtain price quotations where the Fund is not identified as
      the owner.

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

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

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

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

      Any permitted release of otherwise non-public portfolio holdings
information must be in accordance with the Fund's then-current policy on
approved methods for communicating confidential information.

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

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


ABG Securities               Fixed Income Securities  Nomura Securities
ABN AMRO                     Fortis Securities        Oppenheimer & Co.
AG Edwards                   Fox-Pitt, Kelton         Oscar Gruss
Allen & Co                   Friedman, Billing,       OTA
                             Ramsey
American Technology Research Gabelli                  Pacific Crest Securities
Auerbach Grayson             Garp Research            Piper Jaffray Inc.
Avondale                     Gartner                  Portales Partners
Banc of America Securities   George K Baum & Co.      Punk Ziegel & Co
Barra                        Goldman Sachs            Raymond James
BB&T                         Howard Weil              RBC
Bear Stearns                 HSBC                     Reuters
Belle Haven                  ISI Group                RiskMetrics/ISS
Bloomberg                    ITG                      Robert W. Baird
BMO Capital Markets          Janco                    Roosevelt & Cross
BNP Paribas                  Janney Montgomery        Russell
Brean Murray                 Jefferies                Sandler O'Neil
Brown Brothers               JMP Securities           Sanford C. Bernstein
Buckingham Research Group    JNK Securities           Scotia Capital Markets
Canaccord Adams              Johnson Rice & Co        Sidoti
Caris & Co.                  JP Morgan Securities     Simmons
CIBC World Markets           Kaufman Brothers         Sander Morris Harris
Citigroup Global Markets     Keefe, Bruyette & Woods  Societe Generale
CJS Securities               Keijser Securities       Soleil Securities Group
Cleveland Research           Kempen & Co. USA Inc.    Standard & Poors
Cogent                       Kepler Equities/Julius   Stanford Group
                             Baer Sec
Collins Stewart              KeyBanc Capital Markets  State Street Bank
Cowen & Company              Lazard Freres & Co       Stephens, Inc.
Craig-Hallum Capital Group   Leerink Swan             Stifel Nicolaus
LLC
Credit Agricole Cheuvreux    Lehman Brothers          Stone & Youngberg
N.A. Inc.
Credit Suisse                Loop Capital Markets     Strategas Research
Data Communique              Louise Yamada Tech       Sungard
                             Research
Daiwa Securities             MainFirst Bank AG        Suntrust Robinson
                                                      Humphrey
Davy                         Makinson Cowell US Ltd   SWS Group
Deutsche Bank Securities     McAdmas Wright           Think Equity Partners
Dougherty Markets            Merrill Lynch            Thomas Weisel Partners
Dowling                      Miller Tabak             Thomson Financial
Empirical Research           Mizuho Securities        UBS
Enskilda Securities          Moodys Research          Virtusa Corporation
Exane BNP Paribas            Morgan Stanley           Wachovia Securities
Factset                      Natexis Bleichroeder     Wedbush
Fidelity Capital Markets     Ned Davis Research Group Weeden
First Albany                 Needham & Co             William Blair




How the Fund is Managed


Organization and History. The Fund is an open-end, non-diversified management
investment company with an unlimited number of authorized shares of
beneficial interest. The Fund was organized as a Massachusetts business trust
on October 30, 2007.


|X|   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, preemptive rights or subscription rights.
Shares may be voted in person or by proxy at shareholder meetings.

      The Fund currently has three classes of shares: Class A, Class B and
Class C. 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 a vote of shareholders. Each share of the Fund
represents an interest in the Fund proportionately equal to the interest of
each other share of the same class.

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

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

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

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

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

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


      During the Fund's fiscal year ended April 30, 2008, the Audit Committee
held__ meetings, the Regulatory & Oversight Committee held__ meetings and the
Governance Committee held __ meetings.

            The members of the Audit Committee are David K. Downes
(Chairman), Phillip A. Griffiths, Mary F. Miller, Russell S. Reynolds, Jr.,
Joseph M. Wikler and Peter I. Wold. The Audit Committee furnishes the Board
with recommendations regarding the selection of the Fund's independent
registered public accounting firm (also referred to as the "independent
Auditors"). Other main functions of the Audit Committee outlined in the Audit
Committee Charter, include, but are not limited to: (i) reviewing the scope
and results of financial statement audits and the audit fees charged;
(ii) reviewing reports from the Fund's independent Auditors regarding the
Fund's internal accounting procedures and controls; (iii) reviewing reports
from the Manager's Internal Audit Department; (iv) maintaining a separate
line of communication between the Fund's independent Auditors and the
Independent Trustees; (v) reviewing the independence of the Fund's
independent Auditors; and (vi) pre-approving the provision of any audit or
non-audit services by the Fund's independent Auditors, including tax
services, that are not prohibited by the Sarbanes-Oxley Act, to the Fund, the
Manager and certain affiliates of the Manager.

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

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


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


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

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



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

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

Oppenheimer Absolute Return Fund         Oppenheimer Multi-State Municipal Trust
Oppenheimer AMT-Free Municipals          Oppenheimer Portfolio Series
Oppenheimer AMT-Free New York Municipals Oppenheimer Real Estate Fund
                                         Oppenheimer Rochester Arizona Municipal
Oppenheimer Balanced Fund                Fund
                                         Oppenheimer Rochester Maryland Municipal
Oppenheimer Baring China Fund            Fund
                                         Oppenheimer Rochester Massachusetts
Oppenheimer Baring Japan Fund            Municipal Fund
Oppenheimer Baring SMA International     Oppenheimer Rochester Michigan Municipal
Fund                                     Fund
                                         Oppenheimer Rochester Minnesota Municipal
Oppenheimer California Municipal Fund    Fund
                                         Oppenheimer Rochester North Carolina
Oppenheimer Capital Appreciation Fund    Municipal Fund
Oppenheimer Developing Markets Fund      Oppenheimer Rochester Ohio Municipal Fund
                                         Oppenheimer Rochester Virginia Municipal
Oppenheimer Discovery Fund               Fund

Oppenheimer Dividend Growth Fund         Oppenheimer Select Value Fund
Oppenheimer Emerging Growth Fund         Oppenheimer Series Fund, Inc.
Oppenheimer Global Fund                  Oppenheimer SMA Core Bond Fund
Oppenheimer Global Opportunities Fund    Oppenheimer SMA International Bond Fund
Oppenheimer Global Value Fund            Oppenheimer Transition 2010 Fund
Oppenheimer Gold & Special Minerals Fund Oppenheimer Transition 2015 Fund
Oppenheimer International Diversified
Fund                                     Oppenheimer Transition 2020 Fund
Oppenheimer International Growth Fund    Oppenheimer Transition 2025 Fund
Oppenheimer International Small Company
Fund                                     Oppenheimer Transition 2030 Fund
Oppenheimer International Value Fund     Oppenheimer Transition 2040 Fund
Oppenheimer Institutional Money Market
Fund, Inc.                               Oppenheimer Transition 2050 Fund
Oppenheimer Limited Term California
Municipal Fund                           OFI Tremont Core Strategies Hedge Fund
Oppenheimer Master International Value
Fund, LLC                                Oppenheimer U.S. Government Trust
Oppenheimer Money Market Fund, Inc.


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

      Present or former officers, directors, trustees and employees (and
their immediate family members) of the Fund, the Manager and its affiliates,
and retirement plans established by them for their employees are permitted to
purchase Class A shares of the 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. Fielding, Loughran, Cottier, Willis, Stein, Murphy, Petersen,
Szilagyi, Vandehey, Wixted, and Zack, and Mss. Bloomberg and Ives, who are
officers of the Fund, hold the same offices with one or more of the other
Board I Funds. As of the date of this SAI, the Trustees and officers of the
Fund, as a group, owned of record or beneficially less than 1% of any class
of shares of the Fund. 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 Fund listed above. In addition, none of the Independent
Trustees (nor any of their immediate family members), owns securities of
either the Manager or the Distributor of the Board I Funds or of any entity
directly or indirectly controlling, controlled by or under common control
with the Manager or the Distributor.


      Biographical Information. The Trustees and officers, their positions
with the Fund, length of service in such position(s) and principal
occupations and business affiliations during at least the past five years are
listed in the charts below. The charts also include information about each
Trustee's beneficial share ownership in the Fund and in all of the registered
investment companies that the Trustee oversees in the Oppenheimer family of
funds ("Supervised Funds"). The address of each Trustee in the chart below is
6803 S. Tucson Way, Centennial, Colorado 80112-3924. Each Trustee serves for
an indefinite term, until his or her resignation, retirement, death or
removal.

------------------------------------------------------------------------------------
                               Independent Trustees
------------------------------------------------------------------------------------
------------------------------------------------------------------------------------
Name,                Principal Occupation(s) During the      Dollar    Aggregate
                                                                       Dollar
                                                                       Range Of
                                                             Range of  Shares
Position(s) Held     Past 5 Years;                           Shares    Beneficially
with the Fund,       Other Trusteeships/Directorships Held;  BeneficialOwned in
Length of Service,   Number of Portfolios in the Fund        Owned in  Supervised
Age                  Complex Currently Overseen              the Fund  Funds
------------------------------------------------------------------------------------
------------------------------------------------------------------------------------
                                                               As of December 31,
                                                                      2007
------------------------------------------------------------------------------------
------------------------------------------------------------------------------------

Brian F. Wruble,     General Partner of Odyssey Partners,    None      Over
Chairman of the      L.P. (hedge fund) (September                      $100,000
Board of Trustees    1995-December 2007); Director of
since 2008, Trustee  Special Value Opportunities Fund, LLC
since 2008,          (registered investment company)
Age: 65              (affiliate of the Manager's parent

                     company) (since September 2004);

                     Member of Zurich Financial Investment
                     Management Advisory Council
                     (insurance) (since October 2004);
                     Chairman (since August 2007) and
                     Trustee (since August 1991) of the
                     Board of Trustees of The Jackson
                     Laboratory (non-profit); Treasurer and
                     Trustee of the Institute for Advanced
                     Study (non-profit educational
                     institute) (since May 1992); Member of
                     Zurich Financial Investment Management
                     Advisory Council (insurance) (since
                     October 2004); Special Limited Partner
                     of Odyssey Investment Partners, LLC
                     (private equity investment) (January
                     1999-September 2004). Oversees 64
                     portfolios in the OppenheimerFunds
                     complex.

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

David K. Downes,     Independent Chairman GSK Employee       None      Over
Trustee since 2008   Benefit Trust (since April 2006);                 $100,000
Age: 68              Director of Correctnet (since January
                     2006); Trustee of Employee Trusts
                     (since January 2006);President, Chief

                     Executive Officer and Board Member of
                     CRAFund Advisors, Inc. (investment
                     management company) (since January

                     2004); Director of Internet Capital
                     Group (information technology company)
                     (since October 2003); Independent
                     Chairman of the Board of Trustees of
                     Quaker Investment Trust (registered
                     investment company) (2004-2007);
                     President of The Community
                     Reinvestment Act Qualified Investment
                     Fund (investment management company
                     (2004-2007); Chief Operating Officer
                     and Chief Financial Officer of Lincoln
                     National Investment Companies, Inc.
                     (subsidiary of Lincoln National
                     Corporation, a publicly traded
                     company) and Delaware Investments
                     U.S., Inc. (investment management
                     subsidiary of Lincoln National
                     Corporation) (1993-2003); President,
                     Chief Executive Officer and Trustee of
                     Delaware Investment Family of Funds
                     (1993-2003); President and Board
                     Member of Lincoln National Convertible
                     Securities Funds, Inc. and the Lincoln
                     National Income Funds, TDC
                     (1993-2003); Chairman and Chief
                     Executive Officer of Retirement
                     Financial Services, Inc. (registered
                     transfer agent and investment adviser
                     and subsidiary of Delaware Investments
                     U.S., Inc.) (1993-2003); President and
                     Chief Executive Officer of Delaware
                     Service Company, Inc. (1995-2003);
                     Chief Administrative Officer, Chief
                     Financial Officer, Vice Chairman and
                     Director of Equitable Capital
                     Management Corporation (investment
                     subsidiary of Equitable Life Assurance
                     Society) (1985-1992); Corporate
                     Controller of Merrill Lynch & Company
                     (financial services holding company)
                     (1977-1985); held the following
                     positions at the Colonial Penn Group,
                     Inc. (insurance company): Corporate
                     Budget Director (1974-1977), Assistant
                     Treasurer (1972-1974) and Director of
                     Corporate Taxes (1969-1972); held the
                     following positions at Price
                     Waterhouse & Company (financial
                     services firm): Tax Manager
                     (1967-1969), Tax Senior (1965-1967)
                     and Staff Accountant (1963-1965);
                     United States Marine Corps
                     (1957-1959). Oversees 64 portfolios in
                     the OppenheimerFunds complex.

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

Matthew P. Fink,     Trustee of the Committee for Economic   None      Over
Trustee since 2008   Development (policy research                      $100,000
Age: 67              foundation) (since 2005); Director of

                     ICI Education Foundation (education
                     foundation) (October 1991-August
                     2006); President of the Investment
                     Company Institute (trade association)

                     (October 1991-June 2004); Director of
                     ICI Mutual Insurance Company
                     (insurance company) (October 1991-June
                     2004). Oversees 54 portfolios in the
                     OppenheimerFunds complex.

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

Robert G. Galli,     A director or trustee of other          None      Over
Trustee since 2008   Oppenheimer funds. Oversees 64                    $100,000
Age: 74              portfolios in the OppenheimerFunds

                     complex.
------------------------------------------------------------------------------------
------------------------------------------------------------------------------------

Phillip A.           Fellow of the Carnegie Corporation      None      None
Griffiths, Trustee   (since 2007); Distinguished
since 2008           Presidential Fellow for International
Age: 69              Affairs (since 2002) and Member (since
                     1979) of the National Academy of
                     Sciences; Council on Foreign Relations
                     (since 2002); Director of GSI Lumonics
                     Inc. (precision technology products
                     company) (since 2001); Senior Advisor
                     of The Andrew W. Mellon Foundation
                     (since 2001); Chair of Science
                     Initiative Group (since 1999); Member
                     of the American Philosophical Society
                     (since 1996); Trustee of Woodward
                     Academy (since 1983); Foreign
                     Associate of Third World Academy of
                     Sciences; Director of the Institute
                     for Advanced Study (1991-2004);
                     Director of Bankers Trust New York
                     Corporation (1994-1999); Provost at
                     Duke University (1983-1991). Oversees
                     54 portfolios in the OppenheimerFunds
                     complex.

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

Mary F. Miller,      Trustee of International House          None      Over
Trustee since 2008   (not-for-profit) (since June 2007);               $100,000
Age: 65              Trustee of the American Symphony
                     Orchestra (not-for-profit) (since
                     October 1998); and Senior Vice
                     President and General Auditor of
                     American Express Company (financial
                     services company) (July 1998-February
                     2003). Oversees 54 portfolios in the
                     OppenheimerFunds complex.

------------------------------------------------------------------------------------
------------------------------------------------------------------------------------
Joel W. Motley,      Managing Director of Public Capital     None      Over

Trustee since 2008   Advisors, LLC (privately held                     $100,000
Age: 56              financial adviser) (since January
                     2006); Managing Director of Carmona
                     Motley, Inc. (privately-held financial
                     advisor) (since January 2002);Director
                     of Columbia Equity Financial Corp.
                     (privately-held financial advisor)
                     (2002-2007); Managing Director of
                     Carmona Motley Hoffman Inc.
                     (privately-held financial advisor)
                     (January 1998-December 2001); Member
                     of the Finance and Budget Committee of
                     the Council on Foreign Relations,
                     Member of the Investment Committee of
                     the Episcopal Church of America,
                     Member of the Investment Committee and
                     Board of Human Rights Watch and Member
                     of the Investment Committee of
                     Historic Hudson Valley. Oversees 54
                     portfolios in the OppenheimerFunds
                     complex.

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

Russell S.           Chairman of RSR Partners (formerly      None      Over $100,000
Reynolds, Jr.,       "The Directorship Search Group, Inc.")
Trustee since 2008   (corporate governance consulting and
Age: 76              executive recruiting) (since 1993);
                     Life Trustee of International House
                     (non-profit educational organization);
                     Former Trustee of The Historical
                     Society of the Town of Greenwich;
                     Former Director of Greenwich Hospital
                     Association. Oversees 54 portfolios in
                     the OppenheimerFunds complex.

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

Joseph M. Wikler,    Director of C-TASC (a privately held    $10,001-$5Over0
Trustee since 2008   biostatistics company) (since May                 $100,000
Age: 67              2007); Director of the following

                     medical device companies: Medintec
                     (since 1992) and Cathco (since 1996);
                     Director of Lakes Environmental
                     Association (environmental protection
                     organization) (since 1996); Member of
                     the Investment Committee of the
                     Associated Jewish Charities of

                     Baltimore (since 1994); Director of
                     Fortis/Hartford mutual funds
                     (1994-December 2001). Oversees 54
                     portfolios in the OppenheimerFunds
                     complex.

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

Peter I. Wold,       President of Wold Oil Properties, Inc.  None      Over
Trustee since 2008   (oil and gas exploration and                      $100,000
Age: 60              production company) (since 1994); Vice

                     President of American Talc Company,

                     Inc. (talc mining and milling) (since
                     1999); Managing Member of
                     Hole-in-the-Wall Ranch (cattle
                     ranching) (since 1979); Vice
                     President, Secretary and Treasurer of
                     Wold Trona Company, Inc. (soda ash
                     processing and production) (1996 -
                     2006); Director and Chairman of the
                     Denver Branch of the Federal Reserve
                     Bank of Kansas City (1993-1999); and
                     Director of PacifiCorp. (electric
                     utility) (1995-1999). Oversees 54
                     portfolios in the OppenheimerFunds
                     complex.

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

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

-------------------------------------------------------------------------------------
                           Interested Trustee and Officer
-------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------
Name,               Principal Occupation(s) During the Past   Dollar     Aggregate
                                                                         Dollar
                                                                         Range Of
                                                              Range of   Shares
Position(s) Held    5 Years;                                  Shares     Beneficially
with Fund,          Other Trusteeships/Directorships Held;    BeneficiallOwned in
Length of Service   Number of Portfolios in the Fund Complex  Owned in   Supervised
Age                 Currently Overseen                        the Fund   Funds
-------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------
                                                                As of December 31,
                                                                       2007
-------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------

John V. Murphy,     Chairman, Chief Executive Officer and     None          Over
Trustee and         Director of the Manager since June 2001;              $100,000
President and       President of the Manager (September
Principal           2000-February 2007); President and a
Executive Officer   director or trustee of other Oppenheimer
since 2008          funds; President and Director of
Age: 59             Oppenheimer Acquisition Corp. ("OAC")
                    (the Manager's parent holding company)
                    and of Oppenheimer Partnership Holdings,
                    Inc. (holding company subsidiary of the
                    Manager) (since July 2001); Director of
                    OppenheimerFunds Distributor, Inc.
                    (subsidiary of the Manager) (November
                    2001-December 2006); Chairman and
                    Director of Shareholder Services, Inc.
                    and of Shareholder Financial Services,
                    Inc. (transfer agent subsidiaries of the
                    Manager) (since July 2001); President
                    and Director of OppenheimerFunds Legacy
                    Program (charitable trust program
                    established by the Manager) (since July
                    2001); Director of the following
                    investment advisory subsidiaries of the
                    Manager: OFI Institutional Asset
                    Management, Inc., Centennial Asset
                    Management Corporation, Trinity
                    Investment Management Corporation and
                    Tremont Capital Management, Inc. (since
                    November 2001), HarbourView Asset
                    Management Corporation and OFI Private
                    Investments, Inc. (since July 2001);
                    President (since November 1, 2001) and
                    Director (since July 2001) of
                    Oppenheimer Real Asset Management, Inc.;
                    Executive Vice President of
                    Massachusetts Mutual Life Insurance
                    Company (OAC's parent company) (since
                    February 1997); Director of DLB
                    Acquisition Corporation (holding company
                    parent of Babson Capital Management LLC)
                    (since June 1995); Member of the
                    Investment Company Institute's Board of
                    Governors (since October 2003); Chairman
                    of the Investment Company's Institute's
                    Board of Governors (since October 2007).
                    Oversees 103 portfolios in the
                    OppenheimerFunds complex.

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

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

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

Ronald H. Fielding,        Senior Vice President of the Manager and Chairman of the
Vice President and Senior  Rochester Division of the Manager since January 1996;
Portfolio Manager since    Chief Strategist, Senior Portfolio Manager and a trader
2008                       for the Fund and other Oppenheimer funds. A Portfolio
Age: 58                    Manager and officer of 18 portfolios in the

                           OppenheimerFunds complex.
-------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------

Scott S. Cottier,          Vice President of the Manager since 2002; Portfolio
Vice President and Senior  manager and trader at Victory Capital Management
Portfolio Manager since    (1999-2002). Senior Portfolio Manager and trader for the
2008                       Fund and other Oppenheimer Funds. An officer of 18
Age: 36                    portfolios in the OppenheimerFunds complex.

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

Daniel G. Loughran,        Vice President of the Manager since April 2001; Vice
Vice President and Senior  President of the Rochester division of the Manager
Portfolio Manager since    (since January 1996).  Team leader, a Senior Portfolio
2008                       Manager and a trader for the Fund and other Oppenheimer
Age: 44                    funds. A Portfolio Manager and officer of 18 portfolios

                           in the OppenheimerFunds complex.
-------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------

Troy E. Willis,            Assistant Vice President of the Manager since July 2005;
Vice President and Senior  Associate Portfolio Manager of the Manager since 2003;
Portfolio Manager since    A corporate attorney for Southern Resource Group
2008                       (1999-2003). A Portfolio Manager and officer of 18
Age: 35                    portfolios in the OppenheimerFunds complex.

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

Richard Stein              Vice President of the Manager since 1997; Director of
Vice President since 2008  the Rochester Credit Analysis team since 2003; Head of
                           Rochester's Credit Analysis team since 1993.

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

Mark S. Vandehey,          Senior Vice President and Chief Compliance Manager of
Vice President and Chief   the Manager (since March 2004); Chief Compliance Officer
Compliance Officer since   of OppenheimerFunds Distributor, Inc., Centennial Asset
2004                       Management and Shareholder Services, Inc. (since March
Age: 57                    2004); Vice President of OppenheimerFunds Distributor,
                           Inc., Centennial Asset Management Corporation and
                           Shareholder Services, Inc. (since June 1983). Former
                           Vice President and Director of Internal Audit of the
                           Manager (1997-February 2004). An officer of 103
                           portfolios in the OppenheimerFunds complex.

-------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------
Brian W. Wixted,           Senior Vice President and Treasurer of the Manager
Treasurer and Principal    (since March 1999); Treasurer of the following:

Financial & Accounting     HarbourView Asset Management Corporation, Shareholder
Officer since 2003         Financial Services, Inc., Shareholder Services, Inc.,
Age: 48                    Oppenheimer Real Asset Management, Inc. and Oppenheimer
                           Partnership Holdings, Inc. (since March 1999), OFI
                           Private Investments, Inc. (since March 2000),
                           OppenheimerFunds International Ltd. (since May 2000),
                           OppenheimerFunds plc (since May 2000), OFI Institutional
                           Asset Management, Inc. (since November 2000), and
                           OppenheimerFunds Legacy Program (charitable trust
                           program established by the Manager) (since June 2003);
                           Treasurer and Chief Financial Officer of OFI Trust
                           Company (trust company subsidiary of the Manager) (since
                           May 2000); Assistant Treasurer of the following: OAC
                           (since March 1999),Centennial Asset Management
                           Corporation (March 1999-October 2003) and
                           OppenheimerFunds Legacy Program (April 2000-June 2003).
                           An officer of 103 portfolios in the OppenheimerFunds
                           complex.

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

Brian Petersen,            Vice President of the Manager (since February 2007);
Assistant Treasurer since  Assistant Vice President of the Manager (August
2004                       2002-February 2007); Manager/Financial Product
Age: 37                    Accounting of the Manager (November 1998-July 2002). An
                           officer of 103 portfolios in the OppenheimerFunds
                           complex.

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

Brian C. Szilagyi,         Assistant Vice President of the Manager (since July
Assistant Treasurer since  2004); Director of Financial Reporting and Compliance of
2005                       First Data Corporation (April 2003-July 2004); Manager
Age: 38                    of Compliance of Berger Financial Group LLC (May
                           2001-March 2003). An officer of 103 portfolios in the
                           OppenheimerFunds complex.

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

Robert G. Zack,            Executive Vice President (since January 2004) and
Secretary since 2003       General Counsel (since March 2002) of the Manager;
Age: 60                    General Counsel and Director of the Distributor (since
                           December 2001); 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
                           International Distributor Limited (since December 2003);
                           Senior Vice President (May 1985-December 2003). An
                           officer of 103 portfolios in the OppenheimerFunds
                           complex.

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

Kathleen T. Ives,          Vice President (since June 1998), Deputy General Counsel
Assistant Secretary since  (since May 2008) and Assistant Secretary (since October
2003                       2003) of the Manager; Vice President (since 1999) and
Age: 42                    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); Senior
                           Counsel of the Manager (October 2003-May 2008). An
                           officer of 103 portfolios in the OppenheimerFunds
                           complex.

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

Lisa I. Bloomberg,         Vice President (since May 2004) and Deputy General
Assistant Secretary since  Counsel (since May 2008); of the Manager; Associate
2004                       Counsel of the Manager (May 2004-May 2008); First Vice
Age: 40                    President (April 2001-April 2004), Associate General
                           Counsel (December 2000-April 2004) of UBS Financial
                           Services Inc. (formerly, PaineWebber Incorporated). An
                           officer of 103 portfolios in the OppenheimerFunds
                           complex.

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

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


      |X|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. It is estimated that the Independent
Trustees' will receive the Aggregate compensation shown below from the Fund
for serving as a Trustee and member of a committee (if applicable), with
respect to the period from the Fund's inception through the Fund's fiscal
year ended May 31, 2009. The total compensation from the Fund and fund
complex represents compensation, including accrued retirement benefits, for
serving as a Trustee and member of a committee (if applicable) of the Boards
of the Fund and other funds in the OppenheimerFunds complex during the
calendar year ended December 31, 2007. As of the date of this SAI, the
Independent Trustees have not received any compensation from the Fund.












--------------------------------------------------------------------------------------
Name and Other Fund       Estimated Aggregate      Total Compensation From the Fund
Position(s) (as          Compensation From the
applicable)                     Fund(1)                    and Fund Complex
--------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------

                         Fiscal Year ended May   Year ended December 31, 2007
                               31, 2008

--------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------
Brian F. Wruble((2))           $11((3))                     $241,260 ((4))
Chairman of the Board
--------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------
David K. Downes((5))
Audit Committee
Chairman and
Regulatory &                      $9                        $146,668((6))
Oversight Committee
Member
--------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------

Matthew P. Fink                   $8                           $113,472
Regulatory &
Oversight Committee
Chairman and
Governance Committee
Member

--------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------
Robert G. Galli                   $11                       $264,812((7))
Regulatory &
Oversight Committee
Chairman & Governance
Committee Member
--------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------
Phillip A. Griffiths           $11((8))                        $150,760

Audit Committee
Member and Regulatory
& Oversight Committee
Member

--------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------
Mary F. Miller
Audit Committee
Member and Governance           $8((9))                        $106,792
Committee Member
--------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------
Joel W. Motley                 $9(1(0))                        $134,080

Governance Committee
Chairman and

Regulatory &
Oversight Committee
Member
--------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------
Russell S. Reynolds,              $8                           $110,120
Jr.
Audit Committee
Member and Governance
Committee Member
--------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------
Joseph M. Wikler
Audit Committee
Member and Regulatory         $8((1)(1))                       $99,080
& Oversight Committee
Member
--------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------
Peter I. Wold
Audit Committee
Member and Governance         $8((1)(2))                       $99,080
Committee Member
--------------------------------------------------------------------------------------


1.    "Aggregate Compensation From the Fund" includes fees and amounts
    deferred under the "Compensation Deferral Plan" (described below), if any.
2.    Mr. Wruble became Chairman of the Board I Funds on December 31, 2006.
3.    Includes $11 deferred by Mr. Wruble under the "Compensation Deferral
    Plan" described below.
4.    Includes $140,000 paid to Mr. Wruble for serving as a director or
    trustee of the Non-Board I Funds.
5.    Mr. Downes was appointed as Trustee of the Board I funds on August 1,
    2007, which was subsequent to the freezing of the Board I retirement plan.
Includes $155,000 paid to Mr. Downes for serving as a director or trustee of
    the Non-Board I Funds.
7.    Includes $140,000 paid to Mr. Galli for serving as a director or
    trustee of the Non-Board I Funds.
8.    Includes $9 deferred by Mr. Griffiths under the "Compensation Deferral
    Plan" described below.
9.    Includes $4 deferred by Ms. Miller under the "Compensation Deferral
    Plan" described below.
10.   Includes $1 deferred by Mr. Motley under the "Compensation Deferral
    Plan" described below.
11.   Includes $4 deferred by Mr. Wikler under the "Compensation Deferral
    Plan" described below.
12.   Includes $8 deferred by Mr. Wold under the "Compensation Deferral Plan"
    described below.

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


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

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

Major Shareholders. As of the date of this SAI, the Fund had not commenced
operations and OppenheimerFunds, Inc. is the only shareholder of record of
the Fund due to its initial investment of the "seed money" required for the
Fund to commence operations.

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

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

      The Code of Ethics is an exhibit to the Fund's registration statement
filed with the SEC and can be reviewed and copied at the SEC's Public
Reference Room in Washington, D.C. You can obtain information about the hours
of operation of the Public Reference Room by calling the SEC at
1.202.551.8090. The Code of Ethics can also be viewed as part of the Fund's
registration statement on the SEC's EDGAR database at the SEC's Internet
website at http://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.

Portfolio Proxy Voting. The Fund has adopted Portfolio Proxy Voting Policies
and Procedures, which include Proxy Voting Guidelines, under which the Fund
votes proxies relating to securities ("portfolio proxies") held by the Fund.
The Fund's primary consideration in voting portfolio proxies is the financial
interests of the Fund and its shareholders. The Fund has retained an
unaffiliated third-party as its agent to vote portfolio proxies in accordance
with the 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 Fund and the Manager or the Manager's affiliates or business
relationships. Such a conflict of interest may arise, for example, where the
Manager or an affiliate of the Manager manages or administers the assets of a
pension plan or other investment account of the portfolio company soliciting
the proxy or seeks to serve in that capacity. The Manager and its affiliates
generally seek to avoid such conflicts by maintaining separate investment
decision making processes to prevent the sharing of business objectives with
respect to proposed or actual actions regarding portfolio proxy voting
decisions. Additionally, the Manager employs the following two procedures:
(1) if the proposal that gives rise to the conflict is specifically addressed
in the Proxy Voting Guidelines, the Manager will vote the portfolio proxy in
accordance with the Proxy Voting Guidelines, provided that they do not
provide discretion to the Manager on how to vote on the matter; and (2) if
such proposal is not specifically addressed in the Proxy Voting Guidelines or
the Proxy Voting Guidelines provide discretion to the Manager on how to vote,
the Manager will vote in accordance with the third-party proxy voting agent's
general recommended guidelines on the proposal provided that the Manager has
reasonably determined that there is no conflict of interest on the part of
the proxy voting agent. If neither of the previous two procedures provides an
appropriate voting recommendation, the Manager may retain an independent
fiduciary to advise the Manager on how to vote the proposal or may abstain
from voting. The Proxy Voting Guidelines' provisions with respect to certain
routine and non-routine proxy proposals are summarized below:
o     The Fund generally votes with the recommendation of the issuer's
      management on routine matters, including ratification of the
      independent registered public accounting firm, unless circumstances
      indicate otherwise.
o     The Fund evaluates nominees for director nominated by management on a
      case-by-case basis, examining the following factors, among others:
      Composition of the board and key board committees, attendance at board
      meetings, corporate governance provisions and takeover activity,
      long-term company performance and the nominee's investment in the
      company.
o     In general, the Fund opposes anti-takeover proposals and supports the
      elimination, or the ability of shareholders to vote on the preservation
      or elimination, of anti-takeover proposals, absent unusual
      circumstances.
o     The Fund supports shareholder proposals to reduce a super-majority vote
      requirement, and opposes management proposals to add a super-majority
      vote requirement.
o     The Fund opposes proposals to classify the board of directors.
o     The Fund supports proposals to eliminate cumulative voting.
o     The Fund opposes re-pricing of stock options without shareholder
      approval.
o     The Fund generally considers executive compensation questions such as
      stock option plans and bonus plans to be ordinary business activity.
      The Fund analyzes stock option plans, paying particular attention to
      their dilutive effect. While the Fund generally supports management
      proposals, the Fund opposes plans it considers to be excessive.


      The 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 is available (i) without charge, upon
request, by calling the Fund toll-free at 1.800.225.5677 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 portfolio and handles its day-to-day business. That
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 corporate administration for the
Fund. Those responsibilities include the compilation and maintenance of
records with respect to the Fund's operations, the preparation and filing of
specified reports, and the 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 its
advisory agreement. The investment advisory agreement lists examples of
expenses paid by the Fund. The major categories relate to interest, taxes,
fees to Independent Trustees, legal and audit expenses, custodian and
transfer agent expenses, share issuance costs, certain printing and
registration costs, brokerage commissions, and non-recurring expenses,
including litigation cost. The management fees paid by the Fund to the
Manager are calculated at the rates described in the Prospectus, which are
applied to the assets of the Fund as a whole. The fees are allocated to each
class of shares based upon the relative proportion of the Fund's net assets
represented by that class. The Fund is a new fund that has not yet completed
its first fiscal year, therefore the Fund has paid no management fees to the
Manager.

      The investment advisory agreement states that in the absence of willful
misfeasance, bad faith, gross negligence in the performance of its duties, or
reckless disregard of its obligations and duties under the investment
advisory agreement, the Manager is not liable for any loss the Fund sustains
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 Fund, the Manager may withdraw the Fund's right to
use the name "Oppenheimer" as part of its name.


Portfolio Managers. The Fund's portfolio is managed by a team of investment
professionals including, Ronald H. Fielding, Daniel G. Loughran, Scott S.
Cottier, Troy E. Willis, Mark R. DeMitry, Marcus V. Franz and Michael L.
Camarella (each is referred to as a "Portfolio Manager" and collectively they
are referred to as the "Portfolio Managers") who are responsible for the
day-to-day management of the Fund's investments.

      Other Accounts Managed. In addition to managing the Fund's
investment portfolio, Messrs. Fielding, Loughran, Cottier, Willis, DeMitry,
Franz and Camarella also manage other investment portfolios and other accounts
on behalf of the Manager or its affiliates. The following table provides
information regarding the other portfolios and accounts managed by the
Portfolio Managers as of the date of this SAI. No account has a
performance-based advisory fee:


   -------------------------------------------------------------------------------
   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*   Managed  Managed(1)  Managed Managed(2)
   -------------------------------------------------------------------------------
   -------------------------------------------------------------------------------
    Ronald  H.          18      $32,315     None    None        None    None
    Fielding
   -------------------------------------------------------------------------------
   -------------------------------------------------------------------------------
    Daniel G.           18      $32,315     None    None        None    None
    Loughran
   -------------------------------------------------------------------------------
   -------------------------------------------------------------------------------
    Scott S. Cottier    18      $32,315     None    None        None    None
   -------------------------------------------------------------------------------
   -------------------------------------------------------------------------------
    Troy E. Willis      18      $32,315     None    None        None    None
   -------------------------------------------------------------------------------
   -------------------------------------------------------------------------------
    Mark R. DeMitry     18      $32,315     None    None        None    None
   -------------------------------------------------------------------------------
   -------------------------------------------------------------------------------
    Marcus V. Franz     18      $32,315     None    None        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 Managers also manage other funds and
accounts.  Potentially, at times, those responsibilities could conflict with
the interests of the Fund. That may occur whether the investment objectives
and strategies of the other funds and accounts are the same as or different
from, the Fund's investment objectives and strategies.  For example the
Portfolio Managers may need to allocate investment opportunities between the
Fund and another fund or account having similar objectives or strategies, or
they may need to execute transactions for another fund or account that could
have a negative impact on the value of securities held by the Fund. Not all
funds and accounts advised by the Manager have the same management fee. If
the management fee structure of another fund or account is more advantageous
to the Manager than the fee structure of the Fund, the Manager could have an
incentive to favor the other fund or account.  However, the Manager's
compliance procedures and Code of Ethics recognize the Manager's fiduciary
obligation to treat all of its clients, including the Fund, fairly and
equitably, and are designed to preclude the Portfolio Managers from favoring
one client over another. It is possible, of course, that those compliance
procedures and the Code of Ethics may not always be adequate to do so. At
different times, the Fund's Portfolio Managers may manage other funds or
accounts with investment objectives and strategies similar to those of the
Fund, or they may manage funds or accounts with different investment
objectives and strategies.


     Compensation of the Portfolio Managers.  The Fund's Portfolio Managers
are employed and compensated by the Manager, not the Fund. Under the
Manager's compensation program for its portfolio managers and portfolio
analysts, Fund performance is the most important element of compensation with
half of annual cash compensation based on relative investment performance
results of the funds and accounts they manage, rather than on the financial
success of the Manager. This is intended to align the portfolio managers' and
analysts' interests with the success of the funds and accounts and their
investors.  The Manager's compensation structure is designed to attract and
retain highly qualified investment management professionals and to reward
individual and team contributions toward creating shareholder value.  As of
the date of this SAI, the Portfolio Managers' 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.  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, to help the Manager attract and retain talent.
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. The Lipper benchmark with respect to
the Fund is the other states municipal debt fund category.  Other factors
include management quality (such as style consistency, risk management,
sector coverage, team leadership and coaching) and organizational
development. The Portfolio Managers' compensation is not based on the total
value of the Fund's portfolio assets, although the Fund's investment
performance may increase those assets. The compensation structure is also
intended to be internally equitable and serve to reduce potential conflicts
of interest between the Fund and other funds managed by the Portfolio
Managers.  The compensation structure of the other funds currently managed by
the Portfolio Managers is the same as the compensation structure of the Fund,
described above.

      Ownership of Fund Shares. As of the date of this SAI, the
Portfolio Managers did not beneficially own any shares of the Fund.


Brokerage Policies of the Fund

Brokerage Provisions of the Investment Advisory Agreement. One of the duties
of the Manager under the investment advisory agreement is to arrange the
portfolio transactions for the Fund. The advisory agreement contains
provisions relating to the employment of broker-dealers to effect the Fund's
portfolio transactions. The Manager is authorized by the advisory agreement
to employ broker-dealers, including "affiliated brokers," as that term is
defined in the Investment Company Act, 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, it is expected to be
aware of the current rates of eligible brokers and to minimize the
commissions paid to the extent consistent with the interests and policies of
the Fund as established by its Board of Trustees.

      Under the investment advisory agreement, in choosing brokers to execute
portfolio transactions for the Fund, the Manager may select brokers (other
than affiliates) that provide both brokerage and research services to the
Fund.  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 the Fund subject to the provisions of the investment advisory agreement
and other applicable rules and procedures described below.  The Manager's
portfolio managers directly place trades and allocate brokerage based upon
their judgment as to the execution capability of the broker or dealer. The
Manager's executive officers supervise the allocation of brokerage.

      Most securities purchases made by the Fund are in principal
transactions at net prices (i.e., without commissions). The Fund usually
deals directly with the selling or purchasing principal or market maker
without incurring charges for the services of a broker on its behalf.
Portfolio securities purchased from underwriters include a commission or
concession paid by the issuer to the underwriter in the price of the
security. Portfolio securities purchased from dealers include a spread
between the bid and asked price. Therefore, the Fund generally does not incur
substantial brokerage costs. On occasion, however, the Manager may determine
that a better price or execution may be obtained by using the services of a
broker on an agency basis.  In that situation, the Fund would incur a
brokerage commission.

      Other funds advised by the Manager have investment policies similar to
those of the Fund. Those other funds may purchase or sell the same securities
as the Fund at the same time as the Fund, which could affect the supply and
price of the securities. When possible, the Manager tries to combine
concurrent orders to purchase or sell the same security by more than one of
the funds managed by the Manager or its affiliates. The transactions under
those combined orders are generally allocated on a pro rata basis based on
the fund's respective net asset sizes and other factors, including the fund's
cash flow requirements, investment policies and guidelines and capacity.

      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 procedures
(and the Fund's Board of Trustees has approved those procedures) that permit
the Fund to direct portfolio securities transactions to brokers or dealers
that also promote or sell shares of the Fund, subject to the "best execution"
considerations discussed above. Those procedures are designed to prevent: (1)
the Manager's personnel who effect the Fund's portfolio transactions from
taking into account a broker's or dealer's promotion or sales of the Fund
shares when allocating the Fund's portfolio transactions, and (2) the Fund,
the Manager and the Distributor from entering into agreements or
understandings under which the Manager directs or is expected to direct the
Fund's 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 Fund's shares or the shares of any of the other Oppenheimer funds.

      The investment advisory agreement permits the Manager to allocate
brokerage for research services. The research services provided by a
particular broker may be useful both to the 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 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 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 the Fund's portfolio or are being considered for purchase. The
Manager provides information to the Board about the commissions paid to
brokers furnishing such services, together with the Manager's representation
that the amount of such commissions was reasonably related to the value or
benefit of such services.

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

Distribution and Service Plans

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

      Because the Fund is new and has not yet completed its first fiscal
year, no compensation was paid to the Distributor during the last three years.

Distribution and Service Plans. The Fund has adopted a Service Plan for Class
A shares and Distribution and Service Plans for Class B and Class C shares
under Rule 12b-1 of the Investment Company Act. Under those plans the Fund
pays the Distributor for all or a portion of its costs incurred in connection
with the distribution and/or servicing of the shares of the particular class.
Each plan has been approved by a vote of the Board of Trustees, including a
majority of the Independent Trustees(1), cast in person at a meeting called
for the purpose of voting on that 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 Fund's Board of Trustees and its
Independent Trustees specifically vote annually to approve its continuance.
Approval must be by a vote cast in person at a meeting called for the purpose
of voting on continuing the plan. A plan may be terminated at any time by the
vote of a majority of the Independent Trustees or by the vote of the holders
of a "majority" (as defined in the Investment Company Act) of the outstanding
shares of that class.

      The Board of Trustees and the Independent Trustees must approve all
material amendments to a plan. An amendment to increase materially the amount
of payments to be made under a plan must be approved by shareholders of the
class affected by the amendment. Because Class B shares of the Fund
automatically convert into Class A shares 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 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 is committed to the discretion of the Independent Trustees. This
does not prevent the involvement of others in the selection and nomination
process as long as the final decision as to selection or nomination is
approved by a majority of the Independent Trustees.

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

|X|   Class A Service Plan Fees. Under the Class A service plan, the
Distributor currently uses the fees it receives from the Fund to pay brokers,
dealers and other financial institutions (they are referred to as
"recipients") for personal services and account maintenance services they
provide for their customers who hold Class A shares. The services include,
among others, answering customer inquiries about the Fund, assisting in
establishing and maintaining accounts in the Fund, making the Fund's
investment plans available and providing other services at the request of the
Fund or the Distributor. The Class A service plan permits reimbursements to
the Distributor at a rate of up to 0.25% of average annual net assets of
Class A shares. 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.

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

      |X|   Class B and Class C 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 fee on shares 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 and Class C shares are purchased. After the first
year shares are outstanding, after their purchase, the Distributor makes
service fee payments periodically 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 or Class C 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 made on those shares. Class B or Class C
shares may not be purchased by a new investor directly from the Distributor
without the investor designating another registered broker-dealer.  If the
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 and Class C 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% of the net assets per year of the respective
classes.

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

      The asset-based sales charge on Class B and Class C shares allows
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 charge to the Distributor for its services rendered in
distributing Class B and Class C 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 and Class C
         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 and
         Class C shares without receiving payment under the plans and
         therefore may not be able to offer such Classes for sale absent the
         plans,
o     receives payments under the plans consistent with the service fees and
         asset-based sales charges paid by other non-proprietary funds that
         charge 12b-1 fees,
o     may use the payments under the plan to include the Fund in various
         third-party distribution programs that may increase sales of Fund
         shares,
o     may experience increased difficulty selling the Fund's shares if
         payments under the plan are discontinued because most competitor
         funds have plans that pay dealers for rendering distribution
         services as much or more than the amounts currently being paid by
         the Fund, and
o     may not be able to continue providing, at the same or at a lesser cost,
         the same quality distribution sales efforts and services, or to
         obtain such services from brokers and dealers, if the plan payments
         were to be discontinued.

      During a calendar year, the Distributor's actual expenses in selling
Class B and Class C shares may be more than the payments it receives from the
contingent deferred sales charges collected on redeemed shares and from the
asset-based sales charges paid to the Distributor by the Fund under the
distribution and service plans. Those excess expenses are carried over on the
Distributor's books and may be recouped from asset-based sales charge
payments from the Fund in future years. However, the Distributor has
voluntarily agreed to cap the amount of expenses under the plans that may be
carried over from year to year and recouped that relate to (i) expenses the
Distributor has incurred that represent compensation and expenses of its
sales personnel and (ii) other direct distribution costs it has incurred,
such as sales literature, state registration fees, advertising and
Prospectuses used to offer Fund shares. The cap on the carry-over of those
categories of expenses is set at 0.70% of annual gross sales of shares of the
Fund. If those categories of expenses exceed the capped amount, the
Distributor bears the excess costs. If the Class B or Class C plan were to be
terminated by the Fund, the Fund's Board of Trustees may allow the Fund to
continue payments of the asset-based sales charge to the Distributor for
distributing shares prior to the termination of the plan.

      All payments under the plans are subject to the limitations imposed by
the Conduct Rules of the NASD on payments of asset-based sales charges and
service fees.



Payments to Fund Intermediaries


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


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

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


o     depending on the share class that the investor selects, contingent
              deferred sales charges or initial front-end sales charges, all
              or a portion of which front-end sales charges are payable by the
              Distributor to financial intermediaries (see "About Your
              Account" in the Prospectus);

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


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


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


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


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

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

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

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


      For the year ended December 31, 2007, the following financial
intermediaries that are broker-dealers offering shares of the Oppenheimer
funds, and/or their respective affiliates, received revenue sharing or
similar distribution-related payments from the Manager or Distributor for
marketing or program support:

1st Global Capital Co.                 Legend Equities Corp.
Advantage Capital Corp.                Lincoln Benefit National Life
Aegon USA                              Lincoln Financial Advisors Corp.
Aetna Life Insurance & Annuity Co.     Lincoln Investment Planning, Inc.
AG Edwards & Sons, Inc.                Linsco Private Ledger Financial
                                       Massachusetts Mutual Life Insurance
AIG Financial Advisors                 Co.
AIG Life Variable Annuity              McDonald Investments, Inc.
                                       Merrill Lynch Pierce Fenner &
Allianz Life Insurance Co.             Smith, Inc.
Allmerica Financial Life Insurance &
Annuity Co.                            Merrill Lynch Insurance Group
Allstate Life Insurance Co.            MetLife Investors Insurance Co.
American Enterprise Life Insurance     MetLife Securities, Inc.
American General Annuity Insurance     Minnesota Life Insurance Co.
American Portfolios Financial
Services, Inc.                         MML Investor Services, Inc.
Ameriprise Financial Services, Inc.    Mony Life Insurance Co.
Ameritas Life Insurance Co.            Morgan Stanley & Co., Inc.
Annuity Investors Life Insurance Co.   Multi-Financial Securities Corp.
Associated Securities Corp.            Mutual Service Corp.
AXA Advisors LLC                       NFP Securities, Inc.
AXA Equitable Life Insurance Co.       Nathan & Lewis Securities, Inc.
Banc One Securities Corp.              National Planning Corp.
Cadaret Grant & Co., Inc.              Nationwide Financial Services, Inc.
CCO Investment Services Corp.          New England Securities Corp.
                                       New York Life Insurance & Annuity
Charles Schwab & Company, Inc.         Co.
Chase Investment Services Corp.        Oppenheimer & Co.
Citicorp Investment Services, Inc.     PFS Investments, Inc.
Citigroup Global Markets Inc.          Park Avenue Securities LLC
CitiStreet Advisors LLC                Phoenix Life Insurance Co.
Citizen's Bank of Rhode Island         Plan Member Securities
Columbus Life Insurance Company        Prime Capital Services, Inc.
Commonwealth Financial Network         Primevest Financial Services, Inc.
Compass Group Investment Advisors      Protective Life Insurance Co.
                                       Prudential Investment Management
CUNA Brokerage Services, Inc.          Services LLC
CUSO Financial Services, LLP           Raymond James & Associates, Inc.
                                       Raymond James Financial Services,
E*TRADE Clearing LLC                   Inc.
Edward  Jones                          RBC Dain Rauscher Inc.
Essex National Securities, Inc.        Royal Alliance Associates, Inc.
Federal Kemper Life Assurance Co.      Securities America, Inc.
Financial Network                      Security Benefit Life Insurance Co.
                                       Security First-Metlife Investors
Financial Services Corp.               Insurance Co.
GE Financial Assurance                 SII Investments, Inc.
GE Life & Annuity                      Signator Investors, Inc.
Genworth Financial, Inc.               Sorrento Pacific Financial LLC
GlenBrook Life & Annuity Co.           Sun Life Assurance Co. of Canada
                                       Sun Life Insurance & Annuity Co. of
Great West Life & Annuity Co.          New York
GWFS Equities, Inc.                    Sun Life Annuity Co. Ltd.
Hartford Life Insurance Co.            SunTrust Bank
HD Vest Investment Services, Inc.      SunTrust Securities, Inc.
Hewitt Associates LLC                  Thrivent Financial Services, Inc.
IFMG Securities, Inc.                  Towers Square Securities, Inc.
ING Financial Advisers LLC             Travelers Life & Annuity Co.
ING Financial Partners, Inc.           UBS Financial Services, Inc.
Invest Financial Corp.                 Union Central Life Insurance Co.
                                       United Planners Financial Services
Investment Centers of America, Inc.    of America
Jefferson Pilot Life Insurance Co.     Wachovia Securities, Inc.
Jefferson Pilot Securities Corp.       Walnut Street Securities, Inc.
John Hancock Life Insurance Co.        Waterstone Financial Group
JP Morgan Securities, Inc.             Wells Fargo Investments
Kemper Investors Life Insurance Co.    Wescom Financial Services

      For the year ended December 31, 2007, the following firms, which in some
cases are broker-dealers, received payments from the Manager or Distributor
for administrative or other services provided (other than revenue sharing
arrangements), as described above:

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


Performance of the Fund

Explanation of Performance Terminology. The Fund uses a variety of terms to
illustrate its performance. These terms include "standardized yield,"
"tax-equivalent yield," "dividend yield," "average annual total return,"
"cumulative total return," "average annual total return at net asset value"
and "total return at net asset value." An explanation of how yields and total
returns are calculated is set forth below. The charts below show the Fund's
performance as of the Fund's most recent fiscal year end. The Fund's first
fiscal year will not occur until May 31, 2009. You can obtain current
performance information by calling the Fund's Transfer Agent at
1.800.225.5677 or by visiting the OppenheimerFunds Internet website at
www.oppenheimerfunds.com.

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

      Use of standardized performance calculations enables an investor to
compare the Fund's performance to the performance of other funds for the same
periods. However, a number of factors should be considered before using the
Fund's performance information as a basis for comparison with other
investments:
o     Yields and total returns measure the performance of a hypothetical
         account in the Fund over various periods and do not show the
         performance of each shareholder's account. Your account's
         performance will vary from the model performance data if your
         dividends are received in cash, or you buy or sell shares during the
         period, or you bought your shares at a different time 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 its yields 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     Yields and total returns for any given past period represent historical
         performance information and are not, and should not be considered, a
         prediction of future yields or returns.

      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 yields and
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|   Yields. The Fund uses a variety of different yields to illustrate its
current returns. Each class of shares calculates its yield separately because
of the different expenses that affect each class.
o     Standardized Yield. The "standardized yield" (sometimes referred to
just as "yield") is shown for a class of shares for a stated 30-day period.
It is not based on actual distributions paid by the Fund to shareholders in
the 30-day period, but is a hypothetical yield based upon the net investment
income from the Fund's portfolio investments for that period. It may
therefore differ from the "dividend yield" for the same class of shares,
described below.

      Standardized yield is calculated using the following formula set forth
in rules adopted by the SEC, designed to assure uniformity in the way that
all funds calculate their yields:

 Standardized Yield = 2a-b +1)(6) -1]
                     [(
                       cd

      The symbols above represent the following factors:
      a =  dividends and interest earned during the 30-day period.
      b =  expenses accrued for the period (net of any expense assumptions).
      c =  the average daily number of shares of that class outstanding during
           the 30-day period that were entitled to receive dividends.
      d =  the maximum offering price per share of that class on the last day
           of the period, adjusted for undistributed net investment income.

   The standardized yield for a particular 30-day period may differ from the
   yield for other periods. The SEC formula assumes that the standardized
   yield for a 30-day period occurs at a constant rate for a six-month period
   and is annualized at the end of the six-month period. Additionally,
   because each class of shares is subject to different expenses, it is
   likely that the standardized yields of the Fund's classes of shares will
   differ for any 30-day period.

o     Dividend Yield. The Fund may quote a "dividend yield" for each class of
its shares. Dividend yield is based on the dividends paid on a class of
shares during the actual dividend period. To calculate dividend yield, the
dividends of a class declared during a stated period are added together, and
the sum is multiplied by 12 (to annualize the yield) and divided by the
maximum offering price on the last day of the dividend period. The formula is
shown below:

  Dividend Yield = dividends paid x 12/maximum offering price (payment date)

      The maximum offering price for Class A shares includes the current
maximum initial sales charge. The maximum offering price for Class B and
Class C shares is the net asset value per share, without considering the
effect of contingent deferred sales charges. The Class A dividend yield may
also be quoted without deducting the maximum initial sales charge.

o     Tax-Equivalent Yield. The "tax-equivalent yield" of a class of shares
 is the equivalent yield that would have to be earned on a taxable investment
 to achieve the after-tax results represented by the Fund's tax-equivalent
 yield. It adjusts the Fund's standardized yield, as calculated above, by a
 stated tax rate. Using different tax rates to show different tax equivalent
 yields shows investors in different tax brackets the tax equivalent yield of
 the Fund based on their own tax bracket.

      The tax-equivalent yield is based on a 30-day period, and is computed
by dividing the tax-exempt portion of the Fund's current yield (as calculated
above) by one minus a stated income tax rate. The result is added to the
portion (if any) of the Fund's current yield that is not tax-exempt.

      The  tax-equivalent  yield  may be used to  compare  the tax  effects  of
income  derived from the Fund with income from taxable  investments  at the tax
rates  stated.  Your tax  bracket  is  determined  by your  federal  and  state
taxable  income (the net amount  subject to federal and state  income tax after
deductions and exemptions).

      |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, 10
years). An average annual total return shows the average rate of return for
each year in a period that would produce the cumulative total return over the
entire period. However, average annual total returns do not show actual
year-by-year performance. The Fund uses standardized calculations for its
total returns as prescribed by the SEC. The methodology is discussed below.

      In calculating total returns for Class A shares, the current maximum
sales charge of 4.75% (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.

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:

    ERV      - 1  =Average Annual Total
          l/n     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 = Average Annual Total Return (After Taxes on
ATVD l/n       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  = Average Annual Total Return (After Taxes on Distributions
ATVDR l/n        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

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 each class of shares. Each is based on the
difference in net asset value per share at the beginning and the end of the
period for a hypothetical investment in that class of shares (without
considering front-end or contingent deferred sales charges) and takes into
consideration the reinvestment of dividends and capital gains distributions.


Other Performance Comparisons. The Fund compares its performance annually to
that of an appropriate broadly-based market index in its Annual Report to
shareholders. You can obtain that information by contacting the Transfer
Agent at the addresses or telephone numbers shown on the cover of this SAI.
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 funds 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.,
("Morningstar"), an independent mutual fund monitoring service. Morningstar
rates mutual funds in their specialized market sector. The Fund is rated
among the other states municipal debt fund ratings category.

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

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

      Investors may also wish to compare the returns on the Fund's share
classes to the return on fixed-income investments available from banks and
thrift institutions. Those include certificates of deposit, ordinary
interest-paying checking and savings accounts, and other forms of fixed or
variable time deposits, and various other instruments such as Treasury bills.
However, the Fund's returns and share price 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 C 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 of 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 C to this SAI because the Distributor or dealer or broker incurs
little or no selling expenses.


|X|   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 New Jersey Municipal Fund
Oppenheimer AMT-Free New York Municipals  Oppenheimer Pennsylvania Municipal Fund
Oppenheimer Balanced Fund                 Oppenheimer Portfolio Series:
Oppenheimer Baring China Fund                Active Allocation Fund
Oppenheimer Baring Japan Fund                Equity Investor Fund
Oppenheimer Baring SMA International Fund    Conservative Investor Fund
Oppenheimer Core Bond Fund                   Moderate Investor Fund
                                          Oppenheimer Portfolio Series Fixed
Oppenheimer California Municipal Fund     Income Active Allocation Fund
                                          Oppenheimer Principal Protected Main

Oppenheimer Capital Appreciation Fund     Street Fund
                                          Oppenheimer Principal Protected Main
Oppenheimer Capital Income Fund           Street Fund II
                                          Oppenheimer Principal Protected Main
Oppenheimer Champion Income Fund          Street Fund III
Oppenheimer Commodity Strategy Total
Return Fund                               Oppenheimer Quest Balanced Fund
                                          Oppenheimer Quest International Value
Oppenheimer Convertible Securities Fund   Fund, Inc.
Oppenheimer Developing Markets Fund       Oppenheimer Quest Opportunity Value Fund
Oppenheimer Discovery Fund                Oppenheimer Real Estate Fund
Oppenheimer Dividend Growth Fund          Oppenheimer Rising Dividends Fund, Inc.
                                          Oppenheimer Rochester Arizona Municipal
Oppenheimer Emerging Growth Fund          Fund
                                          Oppenheimer Rochester Maryland
Oppenheimer Equity Fund, Inc.             Municipal Fund
                                          Oppenheimer Rochester Massachusetts
Oppenheimer Equity Income Fund, Inc.      Municipal Fund
                                          Oppenheimer Rochester Michigan
Oppenheimer Global Fund                   Municipal Fund
                                          Oppenheimer Rochester Minnesota
Oppenheimer Global Opportunities Fund     Municipal Fund
                                          Oppenheimer Rochester National
Oppenheimer Global Value Fund             Municipals
                                          Oppenheimer Rochester North Carolina
Oppenheimer Gold & Special Minerals Fund  Municipal Fund
                                          Oppenheimer Rochester Ohio Municipal
Oppenheimer International Bond Fund       Fund

Oppenheimer International Diversified     Oppenheimer Rochester Virginia
Fund                                      Municipal Fund
Oppenheimer International Growth Fund     Oppenheimer Select Value Fund
Oppenheimer International Small Company
Fund                                      Oppenheimer Senior Floating Rate Fund
Oppenheimer International Value Fund      Oppenheimer Small- & Mid- Cap Value Fund
Oppenheimer Limited Term California
Municipal Fund                            Oppenheimer SMA Core Bond Fund
Oppenheimer Limited-Term Government Fund  Oppenheimer SMA International Bond Fund
Oppenheimer Limited Term Municipal Fund   Oppenheimer Strategic Income Fund
Oppenheimer Main Street Fund              Oppenheimer U.S. Government Trust
Oppenheimer Main Street Opportunity Fund  Oppenheimer Value Fund
Oppenheimer Main Street Small Cap Fund    Limited-Term New York Municipal Fund
Oppenheimer MidCap Fund                   Rochester Fund Municipals

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                 Centennial Government Trust
Oppenheimer Institutional Money Market
Fund                                      Centennial Money Market Trust
Oppenheimer Money Market Fund, Inc.       Centennial New York Tax Exempt Trust
Centennial California Tax Exempt Trust    Centennial Tax Exempt Trust
-----------------------------------------------------------------------------------



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

Letter 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  purchases  in
adviser 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 "qualified  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  shares" of" 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,  calculated  at the net asset  value on that day,  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 sales  charges  actually  paid and the
amount of sales  charges  which would have been paid if the total  purchases had
been made at a single time. Any shares  remaining  after such redemption will be
released from escrow.

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

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



Asset  Builder  Plans.  As  explained  in the  Prospectus,  you  must  initially
establish  your  account  with $500.  Subsequently,  you can  establish an Asset
Builder Plan to automatically  purchase  additional  shares directly from a bank
account for as little as $50. For those accounts  established  prior to November
1, 2002 and which have previously  established  Asset Builder Plans,  additional
purchases  will remain at $25.  Shares  purchased by Asset Builder Plan payments
from bank  accounts  are  subject  to the  redemption  restrictions  for  recent
purchases described in the Prospectus. Asset Builder Plans are available only if
your bank is an ACH member.  Asset  Builder  Plans may not be used to buy shares
for OppenheimerFunds employer-sponsored qualified retirement accounts.


     If you make payments from your bank account to purchase shares of the Fund,
your bank account will be debited automatically. Normally the debit will be made
two  business  days  prior  to  the  investment   dates  you  selected  on  your
application.  Neither the  Distributor,  the Transfer Agent or the Fund shall be
responsible  for any delays in purchasing  shares that result from delays in ACH
transmissions.


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


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 or
Class C shares and the  dividends  payable on Class B or Class C shares  will be
reduced by  incremental  expenses  borne  solely by that class.  Those  expenses
include the asset-based sales charges to which Class B and Class C 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 and
Class C shares have no initial sales charge,  the purpose of the deferred  sales
charge and asset-based sales charge on Class B and Class C 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 or Class C shares may not be purchased  by a new investor  directly
from  the  Distributor  without  the  investor  designating  another  registered
broker-dealer.

     |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.  Investors
should consult their tax advisers regarding the state and local tax consequences
of the conversion or exchange of shares.

     |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 the Fund's total assets that is represented by the assets of each class,  and
then  equally to each  outstanding  share  within a given  class.  Such  general
expenses include  management fees, legal,  bookkeeping and audit fees,  printing
and mailing costs of shareholder reports, Prospectuses, Statements of Additional
Information and other materials for current  shareholders,  fees to unaffiliated
Trustees,  custodian expenses,  share issuance costs,  organization and start-up
costs, interest,  taxes and brokerage commissions,  and non-recurring  expenses,
such as litigation costs.


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


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


     Listed  below  are  certain  cases in which  the Fund has  elected,  in its
discretion, not to assess the Fund Account Fees. 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 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, Record(k)eeper Pro and Pension Alliance Retirement Plan programs; and

o    A fund  account  that  falls  below the $500  minimum  solely due to market
     fluctuations  within  the  12-month  period  preceding  the date the fee is
     deducted.

o    Accounts held in the  Portfolio  Builder  Program which is offered  through
     certain broker/dealers to qualifying shareholders.

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

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


Determination  of Net Asset  Values Per Share.  The net asset value 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 other days (for example,  in
case of weather  emergencies  or on days  falling  before a U.S.  holiday).  All
references  to time in this SAI mean  "Eastern  time."  The NYSE's  most  recent
annual announcement  regarding holidays and days when the market may close early
is available on the NYSE's website at www.nyse.com.


     Dealers other than NYSE members may conduct trading in municipal 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 such days when shareholders may not purchase or redeem
shares.

Securities   Valuation.   The   Fund's   securities   generally   trade  in  the
over-the-counter  market rather than on a securities  exchange and are generally
valued at the mean between the bid and asked prices as  determined  by a pricing
service.  When price quotes are not readily  available  the pricing  service may
establish  fair  market  value  based on various  factors,  including  prices of
comparable fixed income securities utilizing a matrix pricing system. Due to the
subjective and variable  nature of such fair value pricing,  it is possible that
the fair value  determined  for a particular  security may be different from the
value realized upon the sale of the security.



Fair  Valuation.  If  market  quotations  are not  readily  available  or do not
accurately reflect fair value for a security (in the Manager's judgment) or if a
security's  value has been  materially  affected by events  occurring  after the
price is received  from the pricing  service and before the time as of which the
Fund's nest asset values are calculated that day, that security may be valued by
another method that the Board of Trustees believes  accurately reflects the fair
value. These  circumstances may arise, for example,  with securities for which a
pricing  service  is  unable  to  provide  a  market  price;  certain  municipal
securities  whose  underlying  issuer may at have gone into default;  a security
whose market price is not available from a  pre-established  pricing  source;  a
security whose demand (as reflected by its trading volume) is  insufficient  and
thus calls into  question  the  reliability  of the quoted  price or whether the
security is relatively  illiquid;  or a security whose price, as provided by the
pricing service, does not reflect the security's "fair value."

The Board has adopted  valuation  procedures  for the Fund and has delegated the
day-to-day  responsibility  for  fair  value  determinations  to  the  Manager's
Valuation  Committee.  Fair value  determinations  by the Manager are subject to
review,  approval and ratification by the Board at its next regularly  scheduled
meeting after the fair valuations are determined. In determining whether current
market  prices are readily  available  and  reliable,  the Manager  monitors the
information  it receives in the  ordinary  course of its  investment  management
responsibilities  for  significant  events  that it  believes in good faith will
affect the market prices of the securities of issuers held by the Fund.

As a general  principal,  the current "fair value" of a security would appear to
be the amount that the owner might reasonably  expect to receive for it upon its
current sale. However,  the Fund's 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 the Fund
could  obtain  the fair  value  assigned  to a  security  if it were to sell the
security at  approximately  the same time at which the Fund  determines  its net
asset value per share.

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


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

Involuntary Redemptions. The Fund's Board of Trustees has the right to cause the
involuntary  redemption  of the shares held in any account if the  aggregate net
asset value of those shares is less than $200 or such lesser amount as the Board
may fix.  The Board of Trustees  will not cause the  involuntary  redemption  of
shares in an account if the  aggregate net asset value of such shares has fallen
below the stated minimum solely as a result of market fluctuations. If the Board
exercises  this  right,  it may also fix the  requirements  for any notice to be
given to the  shareholders  in question  (not less than 30 days).  The Board may
alternatively  set  requirements for the shareholder to increase the investment,
or set other terms and conditions so that the shares would not be  involuntarily
redeemed.

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


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


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.


     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 and Class
C shareholders should not establish automatic  withdrawal plans,  because of the
potential imposition of the contingent deferred sales charge on such withdrawals
(except  where the  contingent  deferred  sales charge is waived as described in
Appendix C to this SAI).


     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.


     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 SAI.


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

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


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


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


     |X| Processing  Exchange  Requests.  Shares to be exchanged are redeemed on
the regular  business day the  Transfer  Agent  receives an exchange  request in
proper form (the "Redemption Date"). Normally, shares of the fund to be acquired
are  purchased on the  Redemption  Date,  but such  purchases  may be delayed by
either  fund up to  five  business  days  if it  determines  that  it  would  be
disadvantaged  by an immediate  transfer of the  redemption  proceeds.  The Fund
reserves the right, in its discretion,  to refuse any exchange  request that may
disadvantage it. For example, if the receipt of multiple exchange requests 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  features  that are available in the new fund (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.


     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 SAI, 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 fund and a
purchase of shares of another.  "Reinvestment  Privilege," above, discusses some
of the tax  consequences of  reinvestment of redemption  proceeds in such cases.
The  Fund,  the  Distributor,  and the  Transfer  Agent are  unable  to  provide
investment,  tax or legal advice to a shareholder in connection with an exchange
request or any other investment transaction.

Dividends, Capital Gains and Taxes

Dividends and Distributions.  Dividends will be payable on shares held of record
at the time of the previous  determination  of net asset value,  or as otherwise
described in "How to Buy Shares."  Daily  dividends will not be declared or paid
on newly purchased  shares until such time as Federal Funds (funds credited to a
member  bank's  account at the  Federal  Reserve  Bank) are  available  from the
purchase  payment for such  shares.  Normally,  purchase  checks  received  from
investors  are  converted  to Federal  Funds on the next  business  day.  Shares
purchased through dealers or brokers normally are paid for by the third business
day following the placement of the purchase order.

     Shares  redeemed  through the  regular  redemption  procedure  will be paid
dividends  through  and  including  the day on which the  redemption  request is
received by the  Transfer  Agent in proper form.  Dividends  will be declared on
shares  repurchased  by a dealer or broker for three business days following the
trade  date (that is, up to and  including  the day prior to  settlement  of the
repurchase).  If all shares in an account are redeemed, all dividends accrued on
shares  of the  same  class  in the  account  will be  paid  together  with  the
redemption proceeds.

     The Fund's  practice of  attempting to pay dividends on Class A shares at a
constant  level  requires  the Manager to monitor the Fund's  portfolio  and, if
necessary, to select higher-yielding securities when it is deemed appropriate to
seek income at the level  needed to meet the target.  Those  securities  must be
within  the  Fund's  investment  parameters,  however.  The Fund  expects to pay
dividends  at a  targeted  level  from  its  net  investment  income  and  other
distributable income without any impact on the net asset values per share.


     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.


     The amount of a  distribution  paid on a class of shares may vary from time
to time depending on market conditions, the composition of the Fund's portfolio,
and expenses  borne by the Fund or borne  separately  by a class.  Dividends are
calculated  in the same manner,  at the same time and on the same day for shares
of each class. However,  dividends on Class B and Class C shares are expected to
be lower  than  dividends  on Class A shares.  That is due to the  effect of the
asset-based  sales charge on Class B and Class C shares.  Those  dividends  will
also  differ in amount as a  consequence  of any  difference  in net asset value
among the different classes of shares.


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

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


Qualification  as a  Regulated  Investment  Company.  The Fund has elected to be
taxed as a regulated  investment  company  under  Subchapter  M of the  Internal
Revenue Code of 1986, as amended. As a regulated investment company, the Fund is
not subject to federal  income tax on the portion of its net  investment  income
(that is, taxable interest, dividends, and other taxable ordinary income, net of
expenses)  and  capital  gain net income  (that is, the excess of net  long-term
capital  gains  over net  short-term  capital  losses)  that it  distributes  to
shareholders.

     If the  Fund  qualifies  as a  "regulated  investment  company"  under  the
Internal  Revenue Code, it will not be liable for federal  income tax on amounts
it pays as dividends and other  distributions.  That  qualification  enables the
Fund to "pass  through" its income and realized  capital  gains to  shareholders
without  having to pay tax on them.  The Fund  intends to qualify as a regulated
investment  company in its first  fiscal  year and  intends to qualify in future
years, but reserves the right not to qualify. The Internal Revenue Code contains
a number of complex  tests to  determine  whether the Fund  qualifies.  The Fund
might not meet those tests in a particular  year.  If it does not  qualify,  the
Fund will be  treated  for tax  purposes  as an  ordinary  corporation  and will
receive no tax deduction for payments of dividends and other  distributions made
to  shareholders.  In such an  instance,  all of the Fund's  dividends  would be
taxable to shareholders.

     To qualify as a regulated  investment company,  the Fund must distribute at
least 90% of its investment  company  taxable  income (in brief,  net investment
income and the excess of net short-term  capital gain over net long-term capital
loss) and at least 90% of its net  tax-exempt  income for the taxable year.  The
Fund must also satisfy certain other  requirements of the Internal Revenue Code,
some of which are  described  below.  Distributions  by the Fund made during the
taxable year or, under specified circumstances, within 12 months after the close
of the taxable year,  will be considered  distributions  of income and gains for
the  taxable  year  and  will  therefore   count  toward   satisfaction  of  the
above-mentioned requirement.


     To qualify as a regulated  investment company, the Fund also 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 partnerships.

     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 this test, at the close of each quarter of the Fund's
taxable  year,  at least 50% of the value of the Fund's  assets must  consist of
cash  and  cash  items  (including  receivables),  U.S.  government  securities,
securities of other  regulated  investment  companies,  and  securities of other
issuers. As to each of those other issuers, the Fund must not have invested more
than 5% of the value of the Fund's total assets in securities of such issuer and
the Fund must not hold more than 10% of the  outstanding  voting  securities  of
each such  issuer.  No more than 25% of the  value of its  total  assets  may be
invested  in the  securities  of any one  issuer  (other  than  U.S.  government
securities and securities of other regulated investment companies), or in two or
more  issuers  which the Fund  controls  and which  are  engaged  in the same or
similar  trades or  businesses  or in the  securities  of one or more  qualified
publicly-traded  partnerships.  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  net
investment income earned from January 1 through December 31 of that year and 98%
of its capital  gains  realized in the period from  November 1 of the prior year
through  October 31 of the current  year.  If it does not,  the Fund must pay an
excise tax on the amounts not distributed.  It is presently anticipated that the
Fund  will  meet  those  requirements.  To meet  this  requirement,  in  certain
circumstances the Fund might be required to liquidate  portfolio  investments to
make sufficient distributions to avoid excise tax liability.  However, the Board
of Trustees and the Manager might  determine in a particular  year that it would
be in the  best  interests  of  shareholders  for  the  Fund  not to  make  such
distributions  at  the  required  levels  and  to  pay  the  excise  tax  on the
undistributed  amounts.  That would reduce the amount of income or capital gains
available for distribution to shareholders.

Taxation of Fund  Distributions.  The Fund intends to qualify under the Internal
Revenue Code during each fiscal year to pay  "exempt-interest  dividends" to its
shareholders.  To satisfy this qualification,  at the end of each quarter of its
taxable year,  at least 50% of the value of the Fund's total assets  consists of
obligations  as defined in  Section  103(a) of the  Internal  Revenue  Code,  as
amended.  Exempt-interest  dividends that are derived from net investment income
earned by the Fund on municipal  securities and  designated as  "exempt-interest
dividends" in a written  notice sent by the Fund to its  shareholders  within 60
days after the close of the Fund's  taxable year will be  excludable  from gross
income of shareholders  for federal income tax purposes.  To the extent the Fund
fails to  qualify  to pay  exempt-interest  dividends  in any given  form,  such
dividends  would be included  in the gross  income of  shareholders  for federal
income tax purposes.

     Net investment income includes the allocation of amounts of income from the
municipal  securities in the Fund's  portfolio that are free from federal income
taxes.  This  allocation  will be made by the use of one  designated  percentage
applied  uniformly to all income dividends paid during the Fund's tax year. That
designation  will  normally be made  following the end of each fiscal year as to
income dividends paid in the prior year. The percentage of income  designated as
tax-exempt  may  substantially  differ from the  percentage of the Fund's income
that was tax-exempt for a given period.

     A portion of the exempt-interest  dividends paid by the Fund may be an item
of tax preference for shareholders  subject to the federal  alternative  minimum
tax for individual or corporate shareholders. Income on certain private activity
bonds  issued  after  August 7, 1986,  while  excludable  from gross  income for
purposes of the federal income tax, is an item of "tax  preference" that must be
included  in income for  purposes  of the  federal  alternative  minimum tax for
individuals and  corporations.  "Private activity bonds" are bonds that are used
for purposes not generally  performed by governmental  entities and that benefit
non-governmental  entities.  . The amount of any dividends  attributable  to tax
preference items for purposes of the alternative  minimum tax will be identified
when tax information is distributed by the Fund.

     In addition,  corporate  taxpayers  are subject to the federal  alternative
minimum  tax based in part on  certain  differences  between  taxable  income as
adjusted  for other tax  preferences  and the  corporation's  "adjusted  current
earnings," which more closely reflect a corporation's  economic income.  Because
an  exempt-interest  dividend  paid by the Fund  will be  included  in  adjusted
current  earnings,  a corporate  shareholder  may be required to pay alternative
minimum tax on exempt-interest dividends paid by the Fund.

     Shareholders  are advised to consult  their tax  advisers  with  respect to
their liability for federal  alternative  minimum tax, and for advice concerning
the loss of exclusion from gross income for exempt-interest  dividends paid to a
shareholder  who would be treated as a  "substantial  user" or "related  person"
under  Section  147(a) of the  Internal  Revenue  Code with  respect to property
financed  with the  proceeds of an issue of private  activity  bonds held by the
Fund.

     Ordinary Interest Dividends. A shareholder receiving a dividend from income
earned  by the Fund from one or more of the  following  sources  must  treat the
dividend  as  ordinary  income in the  computation  of the  shareholder's  gross
income, regardless of whether the dividend is reinvested:

(1)   certain taxable temporary investments (such as certificates of deposit,
          repurchase agreements, commercial paper and obligations of the U.S.
          government, its agencies and instrumentalities);
(2)   income from securities loans;
(3)   income or gains from options or futures,
(4)   any net short-term capital gain; and
(5)   any market discount amortization on tax-exempt bonds.


     Certain  dividend  income and  long-term  capital  gains are  eligible  for
taxation  at a reduced  rate that  applies  to  non-corporate  shareholders  for
taxable years beginning prior to 2011.  Under these rules, a portion of ordinary
income  dividends  constituting  "qualified  dividend  income,"  when  paid by a
regulated  investment company to non-corporate  shareholders,  may be taxable to
such  shareholders at long-term capital gain rates.  However,  to the extent the
Fund's  distributions are derived from income on debt securities,  they will not
be qualified dividend income. Consequently, the Fund's ordinary income dividends
generally will not be eligible for taxation at the reduced rate.

     The  Fund's  dividends  will  not be  eligible  for the  dividends-received
deduction for corporations.  Shareholders  receiving Social Security or railroad
retirement benefits should be aware that exempt-interest  dividends are a factor
in  determining  whether (and the extent to which) such  benefits are subject to
federal income tax.


     Distributions  by the Fund from investment  income and long- and short-term
capital  gains will  generally  not be  excludable  from taxable net  investment
income in determining New York corporate franchise tax and New York City general
corporation tax for corporate  shareholders of the Fund.  Additionally,  certain
distributions  paid to corporate  shareholders  of the Fund may be includable in
income subject to the New York alternative minimum tax.


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

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

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

     The Fund will be  required  in certain  cases to  withhold  28% of ordinary
income  dividends (not  including  "exempt-interest  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  properly  the receipt of interest or
dividend income properly,  or (3) who has failed to certify to the Fund that the
shareholder  is not subject to backup  withholding  or is an "exempt  recipient"
(such as a corporation). Any tax withheld by the Fund is remitted by the Fund to
the U.S.  Treasury and all income and any tax withheld is  identified in reports
mailed to shareholders in January of each year with a copy sent to the IRS.

     Tax Effects of  Redemptions  of Shares.  If a shareholder  redeems all or a
portion of his or her shares,  the shareholder  will recognize a gain or loss on
the redeemed shares in an amount equal to the difference between the proceeds of
the redeemed shares and the shareholder's  adjusted tax basis in the shares. All
or a portion of any loss  recognized  in that  manner may be  disallowed  if the
shareholder  purchases  other  shares of the Fund within 30 days before or after
the redemption. Losses realized by shareholders on the redemption of Fund shares
within six months of purchase will be disallowed for federal income tax purposes
to the extent of exempt-interest dividends received on such shares.


     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 (including, but not limited to, a nonresident alien individual,
a  foreign  trust,  a  foreign  estate,  a  foreign  corporation,  or a  foreign
partnership)  primarily  depends on whether the foreign person's income from the
Fund is  effectively  connected  with the conduct of a U.S.  trade or  business.
Typically,   ordinary  income  dividends  paid  (not  including  exempt-interest
dividends paid by the Fund) from a mutual fund are not  considered  "effectively
connected" income.

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

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

     If the  foreign  person  fails to  provide  a  certification  of his or her
foreign status,  the Fund will be required to withhold U.S. tax at a rate of 28%
on  ordinary  income  dividends  (not  including  "exempt-interest  dividends"),
capital  gains  distributions  (including  short-term  and  long-term)  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 the Fund may elect
to reinvest all dividends  and/or capital gains  distributions  in shares of the
same class of any of the other Oppenheimer funds listed above. Reinvestment will
be made  without  sales charge at the net asset value per share in effect at the
close of business on the payable date of the dividend or distribution.  To elect
this  option,  the  shareholder  must  notify the  Transfer  Agent or his or her
financial  intermediary  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 this Fund on the same basis.


Additional Information About the Fund

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

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

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


     Independent  Registered  Public  Accounting  Firm.  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.








5

Report of Independent Registered Public Accounting Firm


     The Board of Trustees and  Shareholders  of  Oppenheimer  Rochester  Double
Tax-Free Municipals:

     We have audited the  accompanying  statement of assets and  liabilities  of
Oppenheimer  Rochester  Double  Tax-Free  Municipals  as of May 21, 2008 and the
related  statements of operations  and changes in net assets for the period from
October 30, 2007  through  May 21,  2008.  These  financial  statements  are the
responsibility  of the Fund's  management.  Our  responsibility is to express an
opinion on these financial statements based on our audit.

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

     In our opinion,  the financial statements referred to above present fairly,
in all material respects, the financial position of Oppenheimer Rochester Double
Tax-Free  Municipals  as of May 21, 2008 and the results of its  operations  and
changes in its net assets for the period from  October 30, 2007  through May 21,
2008, in conformity with U.S. generally accepted accounting principles.


KPMG LLP
Denver, Colorado
May 21, 2008




  Oppenheimer Rochester Double Tax-Free
               Municipals
   Statement of Assets and Liabilities
                                  May 21, 2008

                                                   Composite
ASSETS:
                                                   $
Cash                                                  102,000

Receivable from Adviser                            10,000

                                                   -----------

Total Assets                                          112,000

LIABILITIES:
Payable for organization and initial offering
costs                                              10,000


                                                   -----------

Net Assets                                         $
                                                      102,000

                                                   ===========


COMPOSITION OF NET ASSETS

                                                   $
Par value of shares of beneficial interest         8

Additional paid-in capital                         101,992

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

Net Assets                                          $
                                                   102,000

                                                   ===========
                                                   ===========




                                                    Class A    Class B   Class C
NET ASSETS                                           $100,000    $1,000    $1,000

Shares of Beneficial Interest Outstanding,
$0.001 par value, unlimited shares authorized      7,462.687  74.627    74.627

NET ASSET VALUE PER SHARE (net assets divided
by 7,462.687, 74.627, and 74.627 shares of
beneficial interest of Class A, B, and C,           $          $         $
respectively)                                      13.40      13.40     13.40

MAXIMUM OFFERING PRICE PER SHARE (net asset
value plus sales charge of 4.75% of offering        $
price for Class A shares)                          14.07

See accompanying Notes to Financial Statements

             Oppenheimer Rochester Double Tax-Free Municipals
                         Statement of Operations
 For the period from October 30, 2007 (date of organization) through May
                                 21, 2008



INVESTMENT INCOME:                             $             -

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


EXPENSES:
Organizational and initial
offering costs                                        10,000

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


Less: Reimbursement of expenses by the
Adviser                                             (10,000)

NET INVESTMENT INCOME                          $             -

                                              =========================



See accompanying Notes to Financial
Statements


             Oppenheimer Rochester Double Tax-Free Municipals
                    Statement of Changes in Net Assets
  For the period from October 30, 2007 (date of organization) through May
                                 21, 2008


Operations
Net Investment Income                                $          -

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



Beneficial Interest Transactions
Net increase in net assets resulting
from beneficial interest transactions:
Class A                                                 100,000
Class B                                                     1,000
Cass C                                                      1,000

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


Net Assets
Total Increase                                          102,000
Beginning of Period                                              -

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


End of Period                                        $ 102,000

See accompanying Notes to Financial
Statements

Notes to Financial Statements:

Note 1. Organization

Oppenheimer Rochester Double Tax-Free Municipals (the "Fund"), was organized
as a business trust in the Commonwealth of Massachusetts on October 30, 2007.
The Fund is a non-diversified, open-end management investment company
registered under the Investment Company Act of 1940, as amended.

The Fund has had no operations through May 21, 2008 other than those relating
to organizational matters and the sale and issuance of 7,462.687 Class A
shares, 74.627 Class B shares, and 74.627 Class C shares of beneficial
interest to OppenheimerFunds, Inc. ("OFI" or the "Adviser).

On November 15, 2007, the Fund's Board of Trustees approved an Investment
Advisory Agreement with OFI and a Distributor's Agreement with Oppenheimer
Funds Distributor, Inc. ("OFDI" or the "Distributor"), a wholly owned
subsidiary of OFI.

The Fund's investment objective is to seek as high a level of current
interest income exempt from federal and state income taxes as is consistent
with preservation of capital.

The Fund offers Class A, Class B, and Class C shares.  Class A shares are
sold at their offering price, which is normally net asset value plus a
front-end sales charge.  Class B and Class C shares are sold at net asset
value, without a front-end sales charge, but may be subject to a contingent
deferred sales charge ("CDSC"). All classes of shares have identical rights
and voting privileges with respect to the Fund in general and exclusive
voting rights on matters that affect that class alone.

Note 2.  Significant Accounting Policies

The Fund's financial statements are prepared in conformity with accounting
principles generally accepted in the United States of America, which may
require the use of management estimates and assumptions.  Actual results
could differ from those estimates.

OFI has directly assumed certain organization and initial offering costs of
the Fund, which are estimated at $58,975, and has also agreed to voluntarily
reimburse the Fund for organizational and initial offering costs borne
directly by the Fund, which are estimated at $10,000.

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

The Fund intends to comply in its initial fiscal year and thereafter with
provisions of the Internal Revenue Code applicable to regulated investment
companies and as such, will not be subject to federal income taxes on
otherwise taxable income (including net realized capital gains) distributed
to shareholders.

Note 3. Fees and Other Transactions with Affiliated Parties

Management fees will be paid to the Adviser in accordance with the investment
advisory agreement with the Fund which provides for a fee at an annual rate
of 0.80% of average net assets.  The Adviser has voluntarily agreed to waive
management fees and/or reimburse the Fund for certain expenses so the total
expenses as a percentage of average daily net assets will not exceed 0.80%,
1.55% and 1.55% for Class A, Class B and Class C shares, respectively.  These
voluntary waivers may be amended or withdrawn at any time.

OppenheimerFunds Services ("OFS"), a division of the Adviser, acts as the
transfer and shareholder servicing agent for the Fund.  The Fund will pay OFS
a per account fee.  OFS has voluntarily agreed to limit transfer and
shareholder servicing agent fees paid directly by the Fund to an annual rate
of 0.35% of the average daily net assets of each class.

The Fund has adopted a Service Plan for Class A shares that reimburses the
Distributor for a portion of its costs incurred for services provided to
accounts that hold Class A shares.  Reimbursement is made periodically at an
annual rate up to 0.25% of the average annual net assets of Class A shares of
the Fund.  The Fund has adopted Distribution and Service Plans for Class B
and Class C shares.  Under the plans, the Fund pays the Distributor an annual
asset-based sales charge of 0.75% on Class B and Class C shares.  The
Distributor also receives a service fee of up to 0.25% per year under each
plan on Class B and Class C shares.










                                      A-7
                                  Appendix A

                      MUNICIPAL BOND RATINGS DEFINITIONS

Below are summaries of the rating definitions used by the
nationally-recognized rating agencies listed below for municipal securities.
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")
Municipal Ratings are opinions of the investment quality of issuers and
issues in the U.S. municipal and tax-exempt markets. As such, these ratings
incorporate Moody's assessment of the default probability and loss severity
of these issuers and issues.

Municipal Ratings are based upon the analysis of four primary factors
relating to municipal finance: economy, debt, finances, and
administration/management strategies. Each of the factors is evaluated
individually and for its effect on the other factors in the context of the
municipality's ability to repay its debt.

MUNICIPAL LONG-TERM RATING DEFINITIONS

Aaa: Issuers or issues rated Aaa demonstrate the strongest creditworthiness
relative to other US municipal or tax-exempt issuers or issues.

Aa: Issuers or issues rated Aa demonstrate very strong creditworthiness
relative to other US municipal or tax-exempt issuers or issues.

A: Issuers or issues rated A present above-average creditworthiness relative
to other US municipal or tax-exempt issuers or issues.

Baa: Issuers or issues rated Baa represent average creditworthiness relative
to other US municipal or tax- exempt issuers or issues.

Ba: Issuers or issues rated Ba demonstrate below-average creditworthiness
relative to other US municipal or tax-exempt issuers or issues.

B: Issuers or issues rated B demonstrate weak creditworthiness relative to
other US municipal or tax- exempt issuers or issues.

Caa: Issuers or issues rated Caa demonstrate very weak creditworthiness
relative to other US municipal or tax-exempt issuers or issues.

Ca: Issuers or issues rated Ca demonstrate extremely weak creditworthiness
relative to other US municipal or tax-exempt issuers or issues.

C: Issuers or issues rated C demonstrate the weakest creditworthiness
relative to other US municipal or tax-exempt issuers or issues.

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.

MIG/VMIG RATINGS: U.S. SHORT-TERM RATINGS
In municipal debt issuance, there are three rating categories for short-term
obligations that are considered investment grade. These ratings are
designated as Moody's Investment Grade (MIG) and are divided into three
levels -- MIG 1 through MIG 3.
In addition, those short-term obligations that are of speculative quality are
designated SG, or speculative grade.

In the case of variable rate demand obligations (VRDOs), a two-component
rating is assigned. The first element represents Moody's evaluation of the
degree of risk associated with scheduled principal and interest payments. The
second element represents Moody's evaluation of the degree of risk associated
with the demand feature, using the MIG rating scale.

The short-term rating assigned to the demand feature of VRDOs is designated
as VMIG. When either the long- or short-term aspect of a VRDO is not rated,
that piece is designated NR, e.g., Aaa/NR or NR/VMIG 1.

MIG ratings expire at note maturity. By contrast, VMIG rating expirations
will be a function of each issue's specific structural or credit features.

MIG 1/VMIG 1: Denotes superior credit quality. Excellent protection is
afforded by established cash flows, highly reliable liquidity support or
demonstrated broad-based access to the market for refinancing.

MIG 2/VMIG 2: Denotes strong credit quality. Margins of protection are ample
although not as large as in the preceding group.

MIG 3/VMIG 3: Denotes acceptable credit quality. Liquidity and cash-flow
protection may be narrow, and market access for refinancing is likely to be
less well established.

SG: Denotes speculative-grade credit quality. Debt instruments in this
category may lack margins of protection.

Standard & Poor's ("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' has 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' differs 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' 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.

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, it faces 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: The 'C' rating may be used to cover a situation where a bankruptcy
petition has been filed or similar action has been taken, but payments on
this obligation are being continued.

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 Ratings Ltd.
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.





                                         B-5
                                  Appendix B

       Special Considerations Relating to Territory Municipal Securities

Below is a discussion of certain conditions within some of the territories in
which the Fund may invest.  It is not a complete analysis of every material
fact that may affect the ability of issuers of U.S. territory municipal
securities to meet their debt obligations or the economic or political
conditions within the territories and is subject to change. It is based on
data available to the Fund from historically reliable sources, but it has not
been independently verified by the Fund.

PUERTO RICO. Puerto Rico is the fourth largest island in the Caribbean with
an estimated population of 3.9 million.  Puerto Rico's economy continues to
track those of the U.S. mainland. Performance has improved, but is expected
to slow. In Fiscal Year 2005, the U.S. mainland accounted for 83% of Puerto
Rico's exports and 50% of imports. Tourism has improved in the last year. The
number of rented hotel rooms has increased as has the number of rooms
available. The Commonwealth has recently opened a new convention center,
which it hopes will attract new business and continue to improve tourism.
Since 2002, the Commonwealth reports its economy has been expanding at a
moderate annual rate of 2.3%, but recently, several key economic indicators
have begun to indicate a slowing of activity. The Planning Board recently
lowered its real gross national product forecast from 2.5% to 0.6% for fiscal
2007. It also lowered projections during fiscal 2006 to 1.2% from 2.2%.

The island's unemployment rate dropped from 13.6% in 1998 down to an average
of 11.3% as of 2004 and 10.4 for 2006. As of March 2007, unemployment was
10.1%. The largest employment sectors include government (29%), services
(29%), trade (16%) and manufacturing (11%). The manufacturing sector has
undergone some major changes as pharmaceuticals, biotech and technology have
proven to be growth areas for the Commonwealth.

The Commonwealth's financial stresses continue. Its financial situation
reached a low point in May 2006, when the government disclosed a significant
budget gap of $738 million for the then current fiscal year. After a
political impasse on how to handle the deficit, the governor ordered the
closing of certain non-essential government offices and schools due to the
lack of money available for operations on May 1, 2006. During the shut-down,
the governor and legislative leaders were unable to agree on a loan from the
Government Development Bank of Puerto Rico (GDB) and what sources would be
used for repayment. After an impasse, a four-person commission of non-elected
citizens was charged with resolving the fiscal crisis. The commission decided
on a special 1% sales tax to repay the GDB loan, and the sales tax was
expected to be part of a larger sales tax that could generate a net $300-400
million for the General Fund. Employees went back to work on May 15, 2006.
After much political wrangling, including taking the sales tax to court, the
legislature and governor were able to agree on a sales tax rate, agree on
spending reductions and enable a loan from the GDB.

The government was able to agree on a Fiscal Year 2007 budget (it did not
have a budget agreement in Fiscal Year 2006). The key component of the budget
was implementation of a sales tax which occurred on November 15, 2006. At the
same time that the general excise tax was repealed. The 7% sales tax is
divided with 4.7% going to the Commonwealth's General Fund, 1.3% to local
municipalities and1% for funding repayment of debt. The budget was passed
with the gap closed using spending decreases, the sales tax, a debt
refinancing and improvement in the economy.

In April 2007, the governor released updated Fiscal Year 2007 results
identifying a $603 million shortfall for Fiscal Year 2007. This shortfall is
partially due to lower-than-expected sales tax revenues. The governor
proposed closing this current year gap by using $160 million in anticipated
savings from various government agencies, $107 million from saving from the
Health Insurance Administration and $240 million of revenue generated last
year from a one-time tax measure. If these gap closing measures are
successful, it would bring the gap down to $96 million. It is unclear at this
time whether the government will be able to close any or all of this Fiscal
Year 2007 gap.

The governor has also released his Fiscal Year 2008 budget proposal. The $9.2
billion plan identifies a decline in revenue of $261 million or 2.75% from
the Fiscal Year 2007 budget. Due to performance below expectations in Fiscal
Year 2007, the Fiscal Year 2008 revenue estimate is actually 3.8% higher then
Fiscal Year 2007. Expenditures would be reduced $253 million under the
governor's Fiscal Year 2008 plan. Again, assuming the budget savings outlined
for Fiscal Year 2007 by the governor last month are successful, the actual
Fiscal Year 2008 proposal identifies spending at the same level as Fiscal
Year 2007.

The new Fiscal Year 2007 budget gap as outlined by the governor in April 2007
shows that the government is still struggling to stabilize its financial
situation. The new sales tax could still help to improve the Commonwealth's
revenues, but if it continues to overspend without significant cost
reductions, elimination of the structural deficit will be very difficult.


While Puerto Rico's debt per capita levels are at the higher end of the
spectrum compared to American states, this is partly explained by the fact
that Puerto Rico generally centralizes the majority of its debt issuance at
the territory level. These debt levels have increased as Puerto Rico financed
significant capital and infrastructure improvements. Puerto Rico continues to
maintain a large un-funded pension liability of almost $10 billion, that
risks running out of money as early as 2014. The governor has proposed a
multi-billion bond secured by future employer contributions to partially deal
with this liability.  The bonds have not been approved by the legislature nor
issued as of yet.  Standard & Poor's rates Puerto Rico's general obligation
debt at BBB, with a Creditwatch negative outlook. Moody's rates the island's
general obligation debt to Baa3, and it maintains a Watchlist negative
outlook.


Puerto Rico will continue to face challenges from the 1996 passage of a bill
eliminating Section 936 of the Internal Revenue Code. This section has given
certain U.S. corporations operating in Puerto Rico significant tax
advantages.  These incentives have helped drive Puerto Rico's economic growth,
especially with the development of its manufacturing sector. U.S. firms that
have benefited from these incentives have provided a significant portion of
Puerto Rico's revenues, employment and deposits in local financial
institutions. The section 936 incentives are being phased out over a 10-year
period ending in 2006.

In Fiscal Year 2005, manufacturing provided 40% of Puerto Rico's gross
domestic product and 11% of non-farm payroll employment.  Outstanding issues
relating to the potential for a transition to statehood may also have broad
implications for Puerto Rico and its financial and credit position.


GUAM. The island of Guam has an estimated population of 171,000. Its economy
is driven by tourism and U.S. Military activity. The government of Guam also
receives significant support from the U.S. Treasury. Japan accounts for a
substantial amount of Guam's tourism, which makes the island's economy very
sensitive to fluctuations in the Japanese economy. Economic weakness in Japan
and other parts of Asia has had a negative impact on Guam, and Typhoon Paka
(12/97) and Supertyphoon Pongsona (12/02) also contributed to the island's
financial difficulties. However, tourism has rebounded in recent years,
helped by favorable weather and a steadying Japanese economy. Japan now
represents approximately 80% of Guam's tourism.

Employment has been quite erratic on Guam since 1998. Total employment
reached a peak of 62,350 in March of 1999. Small increases followed in 2000
and 2001, but then employment fell by nearly 10% in early 2002. Employment
has slowly but steadily climbed during the past four years, reaching 61,390
in March of 2006.  Despite the decrease in employment, Guam's unemployment
rate has fallen steadily since July of 2000, when it peaked at 15.3%.
Unemployment had dropped to 11.4% by March of 2002, and was recently measured
at 6.9% in March of 2006. Military redeployment in the Pacific should have a
favorable impact on employment and the economy at large. 7,000 U.S. troops
have been moved from Okinawa to Guam, and the U.S. Navy has stationed several
submarines and carrier strike forces on the island. The total U.S. Military
population on Guam is growing significantly, and the short- and long-term
implications of this growth are expected to be positive.

Guam's overall financial condition has deteriorated due to a slough of
misfortunes and mismanagement. Natural disasters, economic crisis in Japan,
and the events of September 11, 2001 have all contributed to Guam's financial
hardship. In Fiscal Year 2001, Guam produced a General Fund deficit of
$30million, followed by a deficit of $21million in Fiscal Year 2002. A
deficit of $88million followed in Fiscal Year 2003, driving Guam's accumulated
deficit to $314million. In Fiscal Year 2004, Guam produced a surplus of less
than $1million, which was followed by a deficit of $30million in Fiscal Year
2005. At the end of Fiscal Year 2005, Guam had an accumulated General Fund
deficit of $344million, which represents more than 90% of General Fund
expenditures. There are no indications that Guam will have the resources or
economic activity to erase this deficit in the foreseeable future.

The persistent financial crisis has prevented Guam from issuing any
government-supported debt since Fiscal Year 2001. Guam has many
infrastructural needs that must be addressed. Until the general government
improves its financial condition, the island will have to rely upon
autonomous agencies, such as Guam Power Authority and Guam Waterworks
Authority, to address some of these issues. Guam also has a substantial
unfunded pension liability. Plans to issue pension obligation bonds have been
postponed until Guam's financial condition improves. Guam is not in a
position to issue any meaningful amount of new debt in the immediate future.


As of December 2005, Standard & Poor's has assigned a rating of "B" to Guam's
general obligation debt with a stable outlook.


MARIANA ISLANDS. The Mariana Islands became a U.S. territory in 1975. At that
time, the U.S. government agreed to exempt the islands from federal minimum
wage and immigration laws in an effort to help stimulate industry and the
economy. The islands' minimum wage is currently $4.20 per hour below the U.S.
level. Because of this wage differential, tens of thousands of workers have
emigrated from various Asian countries to provide cheap labor for the
islands' industries over the last several decades. Foreign workers have
accounted for approximately four times the number of indigenous workers.

It is estimated that the garment industry contributes about 30% of General
Fund expenditures compared to 40% just a few years ago. The decline is
largely a result of the elimination of quota restrictions for World Trade
Organization members in 2005. The export value of the industry dropped 13% in
2005 and 26% in 2006. Employment in the industry has dropped from 17,000
workers in 2001 to about 7,000 in 2007 and the number of factories has
dropped from 34 to 16 over the same period. There is also additional
legislation being considered in Congress that could negatively affect this
industry further if passed including implementation of the federal minimum
wage rate in the Commonwealth of the Northern Mariana Islands (CNMI) and the
implementation of federal immigration laws in the islands.

The Commonwealth's gross business revenues were $1.4 billion in 1993, then
increased to a high of $2.6 billion in 1997. Gross business revenues have
since declined to $1.3 billion for 2006. The tourism industry is the other
large contributor to the CNMI economy.
Tourism, which is largely driven by trends in Asia is estimated to account
for up to 35% of the economy. Visitors to the islands have declined over the
last several years from 694,888 in 1997 to 459,458 in 2003 and 435,494 in
2006. The decline is a result of many factors including the weakening of the
Asian economy, SARS, the war in Iraq and most recently from the reduction in
flights available from Japan to CNMI. The islands continue to be an
attractive destination for the Japanese who account for 62% of all visitors.
The Commonwealth's financials have been in a deficit position since 1994. The
most recent audited financial statement is from 2005 and it identified a $132
million negative fund balance which is 85% of annual expenditures after
transfers. Unaudited results from 2006 identify balanced operations. However
this came as a result of the CNMI not making its annual pension contribution.

The CNMI has used this measure to help balance its budget for several years,
and as a result its pension funds are now seriously underfunded. Although the
Commonwealth's government was able to pass a budget for Fiscal Year 2007, it
didn't have a budget for the previous three years, contributing for the lack
of budget control and increasing deficits.  The population of all the islands
combined was estimated at 82,500 in 2006, a 19% increase from the 2000 census.

U.S. VIRGIN ISLANDS. Approximately 108,450 people reside in the 70 small
islands and cays that make up the U.S. Virgin Islands. The U.S. Virgin
Islands did not participate in the record economic boom experienced by the
mainland U.S. in the late 1990s. As such, the U.S. Virgin Islands continue to
experience higher unemployment rates and lower wealth levels than realized in
the U.S. The U.S. Virgin Islands are highly dependent on tourism, which
accounts for approximately 80% of gross domestic product and a significant
share of employment. Although the islands' tourism industry was hit hard
after the events of September 11, 2001, recent statistics indicate a slight
recovery. The majority of the islands' visitors arrive via cruise ships.
After cruise ship arrivals fell in 2002 and 2003, they increased 11.9% in
2004. Total cruise ship arrivals decreased slightly in 2005 and 2006, but
have increased 6.8% through the first quarter of 2007. Air arrivals reached
an all-time high in 2005 before decreasing slightly in 2006. Hotel occupancy
rates have been above 60% since 2004, including an average rate of 60.6% in
2006. In the five years prior to 2004, hotel occupancy had ranged between 55%
and 58%. The unemployment rate peaked at 9.4% in 2003, but had fallen to 7.1%
by the end of 2005 due to increased tourism. 71% of all non-farm jobs are in
the private sector with 42.5% comprising services, including tourism
employment. Manufacturing represents just more than 5.0% of employment, and
construction represents about 4.5%.

The U.S. Virgin Islands government's large public sector payroll and heavy
reliance on taxes as a revenue source (roughly 90% of all revenues), together
with the lingering effects of several major hurricanes in the past two
decades, have contributed to the government's lackluster financial
performance. The government has suffered numerous years of budget imbalances
over the past decade, resulting in recurring annual General Fund deficits.
The cash-flow crisis in the government intensified in Fiscal Year 2002 due to
the slumping economy and lower tax receipts. In Fiscal Year 2003, the
government stabilized cash flows with the help of approximately $81.5 million
of financing proceeds. For the fiscal year ending September 30, 2003, the
government reduced its operating deficit from $164.4 million to $109.8
million, and used transfers and bank anticipation notes proceeds to increase
the fund balance by $68.3 million.

The ending fund balance of $97.2 million was equal to 16.85% of
expenditures.  The ensuing increases in tourism during Fiscal Year 2004 and
Fiscal Year 2005 were expected to help stabilize the government's finances.
Unaudited results indicate that tax revenues increased significantly in
Fiscal Year 2004, although expenditures continued to exceed revenues.
Unofficial Fiscal Year 2005 results show another sizeable increase in tax
revenues. Coupled with a decrease in expenditures, it appears that the U.S.
Virgin Islands produced a surplus in Fiscal Year 2005. There is no timeline
for official results for Fiscal Year 2004 and Fiscal Year 2005, and there are
no results of any kind for Fiscal Year 2006.

In October 1999, the government and the U.S. Department of Interior entered
into a Memorandum of Understanding stipulating that federal grants will be
awarded contingent on several financial performance and accountability
standards being met that will demonstrate improvement in the economic and
financial condition of the islands. In recent years, the government has tried
to improve its financial profile by implementing several cost-cutting
measures, including renegotiating debt obligations, consolidating
departments, cutting healthcare costs, hiring freezes, and a reduction in
overtime. At this time, it is not yet certain whether or to what extent the
plan will be successful in helping the Virgin Islands improve its financial
condition.






                                        C-13
                                  Appendix C

        OppenheimerFunds Special Sales Charge Arrangements and Waivers


In certain cases, the initial sales charge that applies to purchases of Class
A shares(2) of the Oppenheimer funds or the contingent deferred sales charge
that may apply to Class A, Class B or Class C shares may be waived.(3)  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(4)
         4) Group Retirement Plans(5)
         5) 403(b)(7) custodial plan accounts

         6) Individual Retirement Accounts ("IRAs"), including traditional
            IRAs, Roth IRAs, SEP-IRAs, SARSEPs or SIMPLE plans

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

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






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

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


      There is no initial sales charge on purchases of Class A shares of any
of the Oppenheimer funds in the cases listed below. However, these purchases
may be subject to the Class A contingent deferred sales charge if redeemed
within 18 months (24 months in the case of shares of Oppenheimer Rochester
National Municipals and Rochester Fund Municipals purchased prior to October
22, 2007) of the beginning of the calendar month of their purchase, as
described in the Prospectus (unless a waiver described elsewhere in this
Appendix applies to the redemption). Additionally, on shares purchased under
these waivers that are subject to the Class A contingent deferred sales
charge, the Distributor will pay the applicable concession described in the
Prospectus under "Class A Contingent Deferred Sales Charge."(6) 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
-------------------------------------------------------------------------------

o     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.
|_|   A TRAC-2000 401(k) plan (sponsored by the former Quest for Value
         Advisors) whose Class B or Class C shares of a Former Quest for
         Value Fund were exchanged for Class A shares of that Fund due to the
         termination of the Class B and Class C TRAC-2000 program on November
         24, 1995.
|_|   A qualified Retirement Plan that had agreed with the former Quest for
         Value Advisors to purchase shares of any of the Former Quest for
         Value Funds at net asset value, with such shares to be held through
         DCXchange, a sub-transfer agency mutual fund clearinghouse, if that
         arrangement was consummated and share purchases commenced by
         December 31, 1996.
|_|   Effective March 1, 2007, purchases of Class A shares by a Retirement
         Plan that was permitted to purchase such shares at net asset value
         but subject to a contingent deferred sales charge prior to March 1,
         2001. That included plans (other than IRA or 403(b)(7) Custodial
         Plans) that: 1) bought shares costing $500,000 or more, 2) had at
         the time of purchase 100 or more eligible employees or total plan
         assets of $500,000 or more, or 3) certified to the Distributor that
         it projects to have annual plan purchases of $200,000 or more.
|_|   Effective October 1, 2005, taxable accounts established with the
         proceeds of Required Minimum Distributions from Retirement Plans.
|_|   Purchases 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.
|_|   Purchases prior to June 15, 2008 by former shareholders of Oppenheimer
         Tremont Market Neutral Fund, LLC or Oppenheimer Tremont Opportunity
         Fund, LLC, directly from the proceeds from mandatory redemptions.


o     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.

o     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.(7)

         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.(8)

         10)      Participant-directed redemptions to purchase shares of a
            mutual fund (other than a fund managed by the Manager or a
            subsidiary of the Manager) if the plan has made special
            arrangements with the Distributor.
         11)      Plan termination or "in-service distributions," if the
            redemption proceeds are rolled over directly to an
            OppenheimerFunds-sponsored IRA.
|_|   For distributions from 401(k) plans sponsored by broker-dealers that
         have entered into a special agreement with the Distributor allowing
         this waiver.
|_|   For distributions from retirement plans that have $10 million or more
         in plan assets and that have entered into a special agreement with
         the Distributor.
|_|   For distributions from retirement plans which are part of a retirement
         plan product or platform offered by certain banks, broker-dealers,
         financial advisors, insurance companies or record keepers which have
         entered into a special agreement with the Distributor.
|_|   At the sole discretion of the Distributor, the contingent deferred
         sales charge may be waived for redemptions of shares requested by
         the shareholder of record within 60 days following the termination
         by the Distributor of the selling agreement between the Distributor
         and the shareholder of record's broker-dealer of record for the
         account.
III.    Waivers of Class B, Class C and Class N Sales Charges of Oppenheimer
                                         Funds
----------------------------------------------------------------------------------

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

o     A.    Waivers for Redemptions in Certain Cases.

The Class B, Class C and Class N contingent deferred sales charges will be
waived for redemptions of shares in the following cases:
|_|   Shares redeemed involuntarily, as described in "Shareholder Account

         Rules and Policies," in the applicable Prospectus.
|_|   Redemptions from accounts other than Retirement Plans following the

         death or disability of the last surviving shareholder. The death or
         disability must have occurred after the account was established, and
         for disability you must provide evidence of a determination of
         disability by the Social Security Administration.
|_|   The contingent deferred sales charges are generally not waived
         following the death or disability of a grantor or trustee for a
         trust account. The contingent deferred sales charges will only be
         waived in the limited case of the death of the trustee of a grantor
         trust or revocable living trust for which the trustee is also the
         sole beneficiary. The death or disability must have occurred after
         the account was established, and for disability you must provide
         evidence of a determination of disability (as defined in the
         Internal Revenue Code).
|_|   Distributions from accounts for which the broker-dealer of record has
         entered into a special agreement with the Distributor allowing this
         waiver.
|_|   At the sole discretion of the Distributor, the contingent deferred
         sales charge may be waived for redemptions of shares requested by
         the shareholder of record within 60 days following the termination
         by the Distributor of the selling agreement between the Distributor
         and the shareholder of record's broker-dealer of record for the
         account.
|_|   Redemptions of Class B shares held by Retirement Plans whose records
         are maintained on a daily valuation basis by Merrill Lynch or an
         independent record keeper under a contract with Merrill Lynch.
|_|   Redemptions of Class C shares of Oppenheimer U.S. Government Trust from
         accounts of clients of financial institutions that have entered into
         a special arrangement with the Distributor for this purpose.
|_|   Redemptions of Class C shares of an Oppenheimer fund in amounts of $1
         million or more requested in writing by a Retirement Plan sponsor
         and submitted more than 12 months after the Retirement Plan's first
         purchase of Class C shares, if the redemption proceeds are invested
         to purchase Class N shares of one or more Oppenheimer funds.

|_|   Distributions(9) 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.(10)
         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.(11)
         9) On account of the participant's separation from service.(12)
         10)      Participant-directed redemptions to purchase shares of a

            mutual fund (other than a fund managed by the Manager or a
            subsidiary of the Manager) offered as an investment option in a
            Retirement Plan if the plan has made special arrangements with
            the Distributor.
         11)      Distributions made on account of a plan termination or
            "in-service" distributions, if the redemption proceeds are rolled
            over directly to an OppenheimerFunds-sponsored IRA.
         12)      For distributions from a participant's account under an
            Automatic Withdrawal Plan after the participant reaches age 59 1/2,
            as long as the aggregate value of the distributions does not
            exceed 10% of the account's value, adjusted annually.
         13)      Redemptions of Class B shares under an Automatic Withdrawal
            Plan for an account other than a Retirement Plan, if the
            aggregate value of the redeemed shares does not exceed 10% of the
            account's value, adjusted annually.
         14)      For distributions from 401(k) plans sponsored by
            broker-dealers that have entered into a special arrangement with
            the Distributor allowing this waiver.
|_|   Redemptions of Class B shares or Class C shares under an Automatic
         Withdrawal Plan from an account other than a Retirement Plan if the
         aggregate value of the redeemed shares does not exceed 10% of the
         account's value annually.

|_|   Redemptions of Class B shares by a Retirement Plan that is either
         created or qualified under Section 401(a) or 401(k)(excluding
         owner-only 401(k) plans) of the Internal Revenue Code or that is a
         non-qualified deferred compensation plan, either (1) purchased after
         June 30, 2008, or (2) beginning on July 1, 2011, held longer than
         three years.
|_|   Redemptions by owner-only 401(k) plans of Class B shares purchased
         after June 30, 2008.


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

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


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

   Oppenheimer Rising Dividends Fund, Inc.            Oppenheimer Small- &
   Mid- Cap Value Fund
   Oppenheimer Quest Balanced Fund              Oppenheimer Quest International
   Value Fund, Inc.
   Oppenheimer Quest Opportunity Value Fund

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

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

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

o     A.    Reductions or Waivers of Class A Sales Charges.

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

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

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

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

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


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

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

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

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

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

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

|X|   Waivers for Redemptions of Shares Purchased on or After March 6, 1995
but Prior to November 24, 1995. In the following cases, the contingent
deferred sales charge will be waived for redemptions of Class A, Class B or
Class C shares of an Oppenheimer fund. The shares must have been acquired by
the merger of a Former Quest for Value Fund into the fund or by exchange from
an Oppenheimer fund that was a Former Quest For Value Fund or into which such
Former Quest for Value Fund merged. Those shares must have been purchased on
or after March 6, 1995, but prior to November 24, 1995:
o     redemptions following the death or disability of the shareholder(s) (as
            evidenced by a determination of total disability by the U.S.
            Social Security Administration);
o     withdrawals under an automatic withdrawal plan (but only for Class B or
            Class C shares) where the annual withdrawals do not exceed 10% of
            the initial value of the account value; adjusted annually, and
o     liquidation of a shareholder's account if the aggregate net asset value
            of shares held in the account is less than the required minimum
            account value.
      A shareholder's account will be credited with the amount of any
contingent deferred sales charge paid on the redemption of any Class A, Class
B or Class C shares of the Oppenheimer fund described in this section if the
proceeds are invested in the same Class of shares in that fund or another
Oppenheimer fund within 90 days after redemption.
V.          Special Sales Charge Arrangements for Shareholders of Certain
          Oppenheimer Funds Who Were Shareholders of Connecticut Mutual
                            Investment Accounts, Inc.
----------------------------------------------------------------------------


The initial and contingent deferred sales charge rates and waivers for Class
A and Class B shares described in the respective Prospectus (or this
Appendix) of the following Oppenheimer funds (each is referred to as a "Fund"
in this section):

   Oppenheimer U. S. Government Trust,
   Oppenheimer Core Bond Fund,
   Oppenheimer Value Fund and
are modified as described below for those Fund shareholders who were
shareholders of the following funds (referred to as the "Former Connecticut
Mutual Funds") on March 1, 1996, when OppenheimerFunds, Inc. became the
investment adviser to the Former Connecticut Mutual Funds:
   Connecticut Mutual Liquid Account         Connecticut Mutual Total Return
   Account
   Connecticut Mutual Government Securities Account   CMIA LifeSpan Capital
   Appreciation Account
   Connecticut Mutual Income Account         CMIA LifeSpan Balanced Account
   Connecticut Mutual Growth Account         CMIA Diversified Income Account

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


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

      Those shareholders who are eligible for the prior Class A CDSC are:
         1) persons whose purchases of Class A shares of a Fund and other

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


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

|X|   Class A Sales Charge Waivers. Additional Class A shares of a Fund may
be purchased without a sales charge, by a person who was in one (or more) of
the categories below and acquired Class A shares prior to March 18, 1996, and
still holds Class A shares:
         1) any purchaser, provided the total initial amount invested in the
            Fund or any one or more of the Former Connecticut Mutual Funds
            totaled $500,000 or more, including investments made pursuant to
            the Combined Purchases, Statement of Intention and Rights of
            Accumulation features available at the time of the initial
            purchase and such investment is still held in one or more of the
            Former Connecticut Mutual Funds or a Fund into which such Fund
            merged;

         2) any participant in a qualified plan, provided that the total
            initial amount invested by the plan in the Fund or any one or
            more of the Former Connecticut Mutual Funds totaled $500,000 or
            more;
         3) Directors of the Fund or any one or more of the Former
            Connecticut Mutual Funds and members of their immediate families;
         4) employee benefit plans sponsored by Connecticut Mutual Financial
            Services, L.L.C. ("CMFS"), the prior distributor of the Former
            Connecticut Mutual Funds, and its affiliated companies;
         5) one or more members of a group of at least 1,000 persons (and
            persons who are retirees from such group) engaged in a common
            business, profession, civic or charitable endeavor or other
            activity, and the spouses and minor dependent children of such
            persons, pursuant to a marketing program between CMFS and such
            group; and
         6) an institution acting as a fiduciary on behalf of an individual
            or individuals, if such institution was directly compensated by
            the individual(s) for recommending the purchase of the shares of
            the Fund or any one or more of the Former Connecticut Mutual
            Funds, provided the institution had an agreement with CMFS.

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


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


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


In addition to the waivers set forth in the Prospectus and in this Appendix,
above, the contingent deferred sales charge will be waived for redemptions of
Class A and Class B shares of a Fund and exchanges of Class A or Class B
shares of a Fund into Class A or Class B shares of a Former Connecticut
Mutual Fund provided that the Class A or Class B shares of the Fund to be
redeemed or exchanged were (i) acquired prior to March 18, 1996 or (ii) were
acquired by exchange from an Oppenheimer fund that was a Former Connecticut
Mutual Fund. Additionally, the shares of such Former Connecticut Mutual Fund
must have been purchased prior to March 18, 1996:

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

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


Oppenheimer Convertible Securities Fund (referred to as the "Fund" in this
section) may sell Class M shares at net asset value without any initial sales
charge to the classes of current Class M shareholders, listed below who,
prior to March 11, 1996, owned shares of the Fund's then-existing Class A and
were permitted to purchase those shares at net asset value without a sales
charge:

|_|   the Manager and its affiliates,
|_|   present or former officers, directors, trustees and employees (and
         their "immediate families" as defined in the Fund's Statement of
         Additional Information) of the Fund, the Manager and its affiliates,
         and retirement plans established by them or the prior investment
         adviser of the Fund for their employees,
|_|   registered management investment companies or separate accounts of
         insurance companies that had an agreement with the Fund's prior
         investment adviser or distributor for that purpose,
|_|   dealers or brokers that have a sales agreement with the Distributor, if
         they purchase shares for their own accounts or for retirement plans
         for their employees,
|_|   employees and registered representatives (and their spouses) of dealers
         or brokers described in the preceding section or financial
         institutions that have entered into sales arrangements with those
         dealers or brokers (and whose identity is made known to the
         Distributor) or with the Distributor, but only if the purchaser
         certifies to the Distributor at the time of purchase that the
         purchaser meets these qualifications,
|_|   dealers, brokers, or registered investment advisers that had entered
         into an agreement with the Distributor or the prior distributor of
         the Fund specifically providing for the use of Class M shares of the
         Fund in specific investment products made available to their
         clients, and
|_|   dealers, brokers or registered investment advisers that had entered
         into an agreement with the Distributor or prior distributor of the
         Fund's shares to sell shares to defined contribution employee
         retirement plans for which the dealer, broker, or investment adviser
         provides administrative services.











Oppenheimer Rochester Double Tax-Free Municipals

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

Legal Counsel

     Kramer Levin Naftalis & Frankel LLP
     1177 Avenue of the Americas
     New York, New York 10036
1234
PX0621.001.0908



(1) In accordance with Rule 12b-1 of the Investment Company Act, the term
"Independent Trustees" in this SAI 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.
(2) Certain waivers also apply to Class M shares of Oppenheimer Convertible
Securities Fund.
(3) 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.
(4) 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.
(5) 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.
(6) 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.
(7) This provision does not apply to IRAs.
(8) 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.
(9) The distribution must be requested prior to Plan termination or the
elimination of the Oppenheimer funds as an investment option under the Plan.
(10) This provision does not apply to IRAs.
(11) This provision does not apply to loans from 403(b)(7) custodial plans
and loans from the OppenheimerFunds-sponsored Single K retirement plan.
(12) This provision does not apply to 403(b)(7) custodial plans if the
participant is less than age 55, nor to IRAs.

              OPPENHEIMER ROCHESTERTM DOUBLE TAX-FREE MUNICIPALS

                                  FORM N-1A

                                    PART C

                              OTHER INFORMATION

Item 23. - Exhibits

(a)   Declaration of Trust dated October 30, 2007: Previously filed with the
Registrant's Initial Registration Statement, 10/31/07, and incorporated
herein by reference.


(b)   By-Laws, dated October 30, 2007:  Previously filed with the
Registrant's Initial Registration Statement, 2/15/08, and incorporated herein
by reference.


(c)   Not Applicable.


(d)   Investment Advisory Agreement dated November 14, 2007:  Previously
filed with the Registrant's Initial Registration Statement, 2/15/08, and
incorporated herein by reference.

(e)   (i) General Distributor's Agreement dated November 14, 2007: Previously
filed with the Registrant's Initial Registration Statement, 2/15/08, and
incorporated herein by reference.


      (ii) 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) 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) 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) 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) 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)   (i)  Amended and Restated Retirement Plan for Non-Interested Trustees
or Directors dated 8/9/01: Previously filed with Post-Effective Amendment No.
34 to the Registration Statement of Oppenheimer Gold & Special Minerals Fund
(Reg. No. 2-82590), (10/25/01), and incorporated by reference.


      (ii)  Compensation Deferral Plan for Eligible Trustees effective
1/1/08: Previously filed with Post-Effective Amendment No. 15 to the
Registration Statement of Oppenheimer MidCap Fund (Reg. No. 333-31533),
(2/20/08), and incorporated herein by reference.


(g)   (i) Global Custodial Services Agreement dated July 15, 2003, as amended
July 26, 2007: 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), (8/5/03), and incorporated herein
by reference.

(h)   Not applicable.


(i)   Opinion and Consent of Counsel: filed herewith.

(j)   Independent Registered Public Accounting Firm's Consent: filed herewith.


(k)   Not applicable.


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

(m)   (i) Service Plan and  Agreement  for Class A shares  dated  November 14,
2007: Previously filed with the Registrant's Initial Registration Statement,
2/15/08, and incorporated herein by reference.

(ii) Distribution and Service Plan and Agreement for Class B shares dated
November 14, 2007: Previously filed with the Registrant's Initial
Registration Statement, 2/15/08, and incorporated herein by reference.


(iii) Distribution and Service Plan and Agreement for Class C shares dated
November 14, 2007: Previously filed with the Registrant's Initial
Registration Statement, 2/15/08, and incorporated herein by reference.


(n)   (i)  Oppenheimer Funds Multiple Class Plan under Rule 18f-3 updated
through 8/29/07: Previously filed with the Initial Registration Statement of
Oppenheimer Portfolio Series Fixed Income Investor Fund (Reg. No.
333-146105), (9/14/07), and incorporated herein by reference.


(o)   Power of Attorney for all Trustees/Directors and Brian Wixted dated
February 14, 2008: Previously filed with Pre-Effective Amendment No. 2 to the
Registration Statement of Oppenheimer Transition 2025 Fund (Reg. No.
33-147847), 2/20/08, and incorporated herein by reference.


(p)   Amended  and  Restated  Code of Ethics of the  Oppenheimer  Funds  dated
August  30,  2007  under Rule  17j-1 of the  Investment  Company  Act of 1940:
Previously  filed  with the  Initial  Registration  Statement  of  Oppenheimer
Portfolio   Series  Fixed  Income   Investor  Fund  (Reg.   No.   333-146105),
(09/14/07), and incorporated herein by reference.

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

None.

Item 25. - Indemnification

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

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


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

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

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

---------------------------------------------------------------------------------
Name and Current
Position with            Other  Business  and  Connections  During  the Past Two
OppenheimerFunds, Inc.   Years
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------

Timothy L. Abbuhl,       Treasurer of Centennial Asset  Management  Corporation;
Vice President           Vice    President    and    Assistant    Treasurer   of

                         OppenheimerFunds Distributor, Inc.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Patrick Adams            None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Robert Agan,             Senior  Vice   President   of   Shareholder   Financial
Senior Vice President    Services,  Inc. and Shareholders  Services,  Inc.; Vice
                         President  of   OppenheimerFunds   Distributor,   Inc.,
                         Centennial   Asset   Management   Corporation  and  OFI
                         Private Investments Inc.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------

Carl Algermissen,        Assistant  Secretary  of  Centennial  Asset  Management
Vice President &         Corporation.
Associate Counsel

---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Michael Amato,           None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------

Nicole Andersen,         None
Assistant Vice President

---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Tracey Beck              None
Apostolopoulos,
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Janette Aprilante,       Secretary  (since December 2001) of:  Centennial  Asset
Vice President &         Management Corporation,  OppenheimerFunds  Distributor,
Secretary                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).
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Dmitri Artemiev          Formerly  (until  January  2007)  Analyst/Developer  at
Assistant Vice President Fidelity Investments.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Hany S. Ayad,            None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------

Paul Aynsley,            Formerly Vice  President at Kepler  Equities  (December
Vice President           2006 - February 2008).

---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
James F. Bailey,         Senior Vice  President of  Shareholder  Services,  Inc.
Senior Vice President    (since March 2006).
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Robert Baker,            None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
John Michael Banta,      None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------

Michael Barnes,          None
Assistant Vice President

---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Adam Bass,               None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Kevin Baum,              None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------

Jeff Baumgartner,        Vice   President  of   HarbourView   Asset   Management
Vice President           Corporation.

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

Marc Baylin,             Vice President of OFI  Institutional  Asset Management,
Vice President           Inc.

---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Todd Becerra,            None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Kathleen Beichert,       Vice President of OppenheimerFunds Distributor, Inc.
Senior Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Gerald B. Bellamy,       Vice  President  (Sales  Manager  of the  International
Vice President           Division) of OFI Institutional Asset Management, Inc.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Erik S. Berg,            None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------

Emanuele Bergagnine,     Assistant  Vice  President of OFI  Institutional  Asset
Assistant Vice President Management, Inc.

---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Robert Bertucci,         None
Assistant Vice
                                    President:
Rochester Division
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------

Rajeev Bhaman,           Vice President of OFI  Institutional  Asset Management,
Senior Vice President    Inc.

---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Craig Billings,          None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Mark Binning,            None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Robert J. Bishop,        Treasurer  (since  October  2003)  of  OppenheimerFunds
Vice President           Distributor,   Inc.  and  Centennial  Asset  Management

                         Corporation;   Assistant   Secretary   of   Oppenheimer
                         Acquisition Corp.

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

Julie Blanchard,         Formerly Fund Accounting  Manager at  OppenheimerFunds,
Assistant Vice President Inc. (April 2006 - February 2008).

---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Beth Bleimehl,           None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------

Lisa I. Bloomberg,       Assistant   Secretary   of   Oppenheimer   Real   Asset
Vice President & Deputy  Management, Inc.
General Counsel

---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Veronika Boesch,         None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Chad Boll,               None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Antulio N. Bomfim,       None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Michelle Borre Massick,  None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------

Lori E. Bostrom,         Assistant Secretary of OppenheimerFunds Legacy Program.
Vice President & Deputy
General Counsel

---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
David J. Bowers          Formerly   (until  July  2007)   Analyst  at  Evergreen
Assistant Vice President Investments.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
John Boydell,            None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Richard Britton,         Formerly  CTO/Managing Director of IT Infrastructure at
Vice President           GMAC Residential  Funding  Corporation  (October 2000 -
                         October 2006).
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Garrett C. Broadrup,     Formerly  an   Associate   at  Davis  Polk  &  Wardwell
Vice President &         (October 2002 - October 2006).
Assistant Counsel
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Michael Bromberg,        None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Holly Broussard,         None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------

Roger Buckley,           Formerly  Manager in Finance (May 2006 - February 2008)
Assistant Vice President at OppenheimerFunds, Inc.

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

Carla Buffulin,          None
Assistant Vice President

---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Stephanie Bullington,    None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Paul Burke,              None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Mark Burns,              None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
JoAnne Butler,           None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Geoffrey Caan,           None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Christine Calandrella,   Formerly  Director  of Empower  Network  (March  2007 -
Assistant Vice President September   2007);   formerly   HR   Manager  of  Arrow
                         Electronics, Inc. (June 1998 - March 2007).
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Dale William Campbell,   Formerly    (until    January    2007)    Manager    at
Assistant Vice President OppenheimerFunds, Inc.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------

Patrick Campbell,        Vice President of OppenheimerFunds  Distributor,  Inc.,
Vice President           Shareholder  Services,  Inc. and Shareholder  Financial
                         Services, Inc.

---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Catherine Carroll,       None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Debra Casey,             None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------

Lisa Chaffee,            None
Vice President

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

Ronald Chibnik,          None
Vice President

---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Patrick Sheng Chu,       None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Brett Clark,             None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------

Jennifer Clark,          Formerly Manager at  OppenheimerFunds,  Inc.  (February
Assistant Vice President 2006 - February  2008).  Assistant  Vice  President  at
                         Shareholder  Financial  Services,   Inc.,   Shareholder
                         Services, Inc., and  OFI Private Investments Inc.

---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
H.C. Digby Clements,     None
Senior Vice President:
Rochester Division
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Thomas Closs,            Formerly (until January 2007) Development Manager at
Assistant Vice President OppenheimerFunds, Inc.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------

David Cole,              Formerly Manager at OppenheimerFunds, Inc (May 2006 -
Assistant Vice President January 2008).

---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Eric Compton,            None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Gerald James Concepcion, None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Susan Cornwell,          Senior  Vice   President   of   Shareholder   Financial
Senior Vice President    Services,  Inc. and  Shareholder  Services,  Inc.; Vice
                         President  of   OppenheimerFunds   Distributor,   Inc.,
                         Centennial    Asset    Management    Corporation    and
                         OppenheimerFunds Legacy Program.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Cheryl Corrigan,         None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Belinda J. Cosper,       None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Scott Cottier,           None
Vice President:
Rochester Division
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Lauren Coulston,         None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Terry Crady,             Formerly IT  Development  Manager at  OppenheimerFunds,
Assistant Vice President Inc.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
George Curry,            Vice President of OppenheimerFunds Distributor, Inc.
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Julie C. Cusker,         None
Assistant Vice
President:
Rochester Division
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Kevin Dachille,          None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------

Rushan Dagli,            Vice  President  of  OFI  Private   Investments   Inc.,
Vice President           Shareholder  Financial  Services,  Inc. and Shareholder
                         Services, Inc.

---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
John Damian,             None
Senior Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------

Jason Davis,             Formerly Manager at OppenheimerFunds, Inc.
Assistant Vice President

---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Robert Dawson,           None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
John Delano,             None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Kendra Delisa,           Formerly    (until    January    2007)    Manager    at
Assistant Vice President OppenheimerFunds, Inc.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------

Damaris De Los Santos,   Formerly   Senior  Account   Executive   (July  2003  -
Assistant Vice President February 2008).

---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Richard Demarco,         None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Craig P. Dinsell,        None
Executive Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Randall C. Dishmon,      None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Rebecca K. Dolan,        None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Steven D. Dombrower,     Senior Vice President of OFI Private  Investments Inc.;
Vice President           Vice President of OppenheimerFunds Distributor, Inc.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Sara Donahue,            Formerly    (until    November    2006)    Manager   at
Assistant Vice President OppenheimerFunds, Inc.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Alicia Dopico,           Formerly     (until    August    2007)    Manager    at
Assistant Vice President OppenheimerFunds, Inc.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Thomas Doyle,            None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Bruce C. Dunbar,         None
Senior Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Brian Dvorak,            None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Richard Edmiston,        None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
A. Taylor Edwards,       None
Vice President &
Assistant Counsel
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Venkat Eleswarapu,       None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------

Christopher Emanuel,     None
Vice President

---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Daniel R. Engstrom,      None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
James Robert Erven,      None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
George R. Evans,         None
Senior Vice President &
Director of
International Equities
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Edward N. Everett,       None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Kathy Faber,             None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
David Falicia,           Assistant  Secretary  (as of July 2004) of  HarbourView
Assistant Vice President Asset Management Corporation.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------

Rachel Fanopoulos,       Formerly     Manager    (until    August    2007)    at
Assistant Vice President OppenheimerFunds, Inc.

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

Matthew Farkas,          None
Vice President and
Assistant Counsel

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

Kristie Feinberg,        Assistant Treasurer of Oppenheimer Acquisition Corp.
Vice President

---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
William Ferguson,        Formerly Senior Marketing  Manager at ETrade (June 2006
Assistant Vice President - January  2007) and  Senior  Marketing  Manager at Axa
                         Financial (April 2000 - June 2006).
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Emmanuel Ferreira,       None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Ronald H. Fielding,      Vice President of OppenheimerFunds  Distributor,  Inc.;
Senior Vice President;   Director of ICI Mutual Insurance  Company;  Governor of
Chairman of the          St. John's College;  Chairman of the Board of Directors
Rochester Division       of  International   Museum  of  Photography  at  George
                         Eastman House.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Bradley G. Finkle,       None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Steven Fling,            None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
John E. Forrest,         Senior Vice President of OppenheimerFunds  Distributor,
Senior Vice President    Inc.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------

David Foxhoven,          Assistant  Vice  President of  OppenheimerFunds  Legacy
Senior Vice President    Program;    Vice   President   of   HarbourView   Asset
                         Management Corporation.

---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Colleen M. Franca,       None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------

Barbara Fraser,          Secretary of OFI Trust Company (since December 2007).
Vice President &
Associate Counsel

---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Dominic Freud,           None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Hazem Gamal,             None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Charles Gapay,           Formerly  (as of  January  2007)  Help Desk  Manager at
Assistant Vice President OppenheimerFunds, Inc.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Seth Gelman,             None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Timothy Gerlach,         None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Alan C. Gilston,         None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Jacqueline               None
Girvin-Harkins,
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Jill E. Glazerman,       None
Senior Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------

Kevin Glenn,             Formerly   Tax   Manager  at   OppenheimerFunds,   Inc.
Assistant Vice President (December 2006 - February 2008).

---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Benjamin J. Gord,        Vice   President  of   HarbourView   Asset   Management
Vice President           Corporation and of OFI Institutional  Asset Management,
                         Inc.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------

Raquel Granahan,         Senior Vice President of OFI Private  Investments Inc.;
Senior Vice President    Vice President of OppenheimerFunds  Distributor,  Inc.,
                         and OppenheimerFunds Legacy Program.

---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Robert B. Grill,         None
Senior Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Carol Guttzeit,          None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Marilyn Hall,            None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Kelly Haney,             None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Steve Hauenstein,        None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Robert W. Hawkins,       None
Vice President &
Assistant Counsel
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Thomas B. Hayes,         None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------

Bradley Hebert,          Manager  at  OppenheimerFunds,  Inc.  (October  2004  -
Assistant Vice President February 2008).

---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Heidi Heikenfeld,        None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Annika Helgerson,        None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------

Daniel Herrmann,         Vice President of OFI Private Investments Inc.
Vice President

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

Benjamin Hetrick,        Manager at  OppenheimerFunds,  Inc (May 2006 - December
Assistant Vice President 2007).

---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Dennis Hess,             None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Joseph Higgins,          Vice President of OFI  Institutional  Asset Management,
Vice President           Inc.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Dorothy F. Hirshman,     None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Daniel Hoelscher,        None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Eivind Holte,            Formerly  Vice  President  at U.S.  Trust  (June 2005 -
Vice President           October 2007)
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------

Brian Hourihan,          Assistant   Secretary   of   Oppenheimer   Real   Asset
Vice President & Deputy  Management,    Inc.,   HarbourView   Asset   Management
General Counsel          Corporation,  OFI Institutional Asset Management,  Inc.
                         (since  April 2006) and Trinity  Investment  Management
                         Corporation.

---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Edward Hrybenko,         Vice President of OppenheimerFunds Distributor, Inc.
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------

Jason Hubersberger,      None
Vice President

---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Kevin Andrew Huddleston, None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Scott T. Huebl,          Assistant  Vice  President of  OppenheimerFunds  Legacy
Vice President           Program.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------

Douglas Huffman,         None
Assistant Vice President

---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Margaret Hui,            None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Dana Hunter,             None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
John Huttlin,            Senior Vice  President  (Director of the  International
Vice President           Division)  (since  January  2004) of OFI  Institutional
                         Asset Management,  Inc.;  Director (since June 2003) of
                         OppenheimerFunds International Distributor Limited.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
James G. Hyland,         None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Kelly Bridget Ireland,   None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------

Kathleen T. Ives,        Vice    President    and    Assistant    Secretary   of
Vice President, Deputy   OppenheimerFunds   Distributor,  Inc.  and  Shareholder
General Counsel &        Services,   Inc.;  Assistant  Secretary  of  Centennial
Assistant Secretary      Asset Management  Corporation,  OppenheimerFunds Legacy

                         Program and Shareholder Financial Services, Inc.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
William Jaume,           Senior Vice President of HarbourView  Asset  Management
Vice President           Corporation  and OFI  Institutional  Asset  Management,
                         Inc.; Director of OFI Trust Company.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Frank V. Jennings,       None
Senior Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
John Jennings,           None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Jin Jo,                  Formerly  Audit Manager at Deloitte & Touche LLP (as of
Assistant Vice President August 2007)
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Lisa Kadehjian,          None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Charles Kandilis,        None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Amee Kantesaria,         Formerly   Counsel   at   Massachusetts   Mutual   Life
Assistant Vice           Insurance Company
                         (May 2005-Decembern2006).
                                    and
Assistant Counsel
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Rezo Kanovich,           None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------

Thomas W. Keffer,        Senior Vice President of OppenheimerFunds  Distributor,
Senior Vice President    Inc.

---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
James Kennedy,           Formerly  self-employed   (December  2005  -  September
Senior Vice President    2006).
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Michael Keogh,           Vice President of OppenheimerFunds Distributor, Inc.
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
John Kiernan,            None
Vice President &
Marketing Compliance
Manager
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Michael Kim,             None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------

Audrey Kiszla,           None
Vice President

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

Lisa Klassen,            Vice  President  of  OFI  Private   Investments   Inc.,
Vice President           Shareholder  Financial  Services,  Inc. and Shareholder
                         Financial Services,  Inc.;  Assistant Vice President of
                         OppenheimerFunds  Legacy  Program and  OppenheimerFunds
                         Distributor, Inc.

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

Richard Knott,           President    and    Director    of     OppenheimerFunds
Executive Vice President Distributor,  Inc.;  Executive  Vice  President  of OFI
                         Private  Investments  Inc.;  Executive Vice President &
                         Director of Centennial Asset Management Corporation.

---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Daniel Kohn,             None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Martin S. Korn,          None
Senior Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Tatyana Kosheleva,       Formerly  (as of April  2007)  Finance  Manager  at IBM
Assistant Vice President Corp.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Brian Kramer,            None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
S. Arthur Krause,        Formerly Product Manager of OppenheimerFunds,  Inc. (as
Assistant Vice President of January 2007).
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------

Alexander Kurinets,      None
Assistant Vice President

---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Gloria LaFond,           None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Lisa Lamentino,          None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Tracey Lange,            Vice President of  OppenheimerFunds  Distributor,  Inc.
Vice President           and OFI Private Investments Inc.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Jeffrey P. Lagarce,      President of OFI Institutional  Asset Management,  Inc.
Senior Vice President    as of January 2005.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
John Latino,             None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Gayle Leavitt,           None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------

Christopher M. Leavy,    Senior Vice President of OFI Private  Investments Inc.,
Senior Vice President    OFI Institutional  Asset Management,  Inc., and Trinity
                         Investment Management Corporation

---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Randy Legg,              None
Vice President &
Associate Counsel
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Laura Leitzinger,        Senior Vice  President of  Shareholder  Services,  Inc.
Senior Vice President    and Shareholder Financial Services, Inc.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Justin Leverenz,         None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Michael S. Levine,       None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Brian Levitt,            None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Gang Li,                 None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Shanquan Li,             None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------

Julie A. Libby,          Senior Vice  President and Chief  Operating  Officer of
Senior Vice President    OFI Private Investments Inc.

---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Daniel Lifshey,          None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Mitchell J. Lindauer,    None
Vice President &
Assistant General
Counsel
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Bill Linden,             None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Malissa B. Lischin,      Assistant    Vice    President   of    OppenheimerFunds
Vice President           Distributor, Inc.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Justin Livengood,        None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Christina Loftus,        None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
David P. Lolli,          None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------

Ian Loughlin,            Formerly      Financial     Analysis     Manager     at
Assistant Vice President OppenheimerFunds, Inc. (June 2005 - February 2008).

---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Daniel G. Loughran       None
Senior Vice President:
Rochester Division
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Patricia Lovett,         Vice President of Shareholder Financial Services,  Inc.
Senior Vice President    and Senior Vice President of Shareholder Services, Inc.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Misha Lozovik,           None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Dongyan Ma,              None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Steve Macchia,           None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------

Matthew Maley,           Formerly  Operations Manager at Bear Stearns (June 2005
Assistant Vice President - February 2008).

---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Daniel Martin,           None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Jerry Mandzij,           None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Angelo G. Manioudakis,   Senior Vice President of HarbourView  Asset  Management
Senior Vice President    Corporation and of OFI Institutional  Asset Management,

                         Inc.;   Vice  President  of   Oppenheimer   Real  Asset
                         Management, Inc.

---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Carolyn Maxson,          None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
William T. Mazzafro,     None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Trudi McCanna,           None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Neil McCarthy,           None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Elizabeth McCormack,     Vice  President and Assistant  Secretary of HarbourView
Vice President           Asset Management Corporation.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------

John McCullough,         None
Vice President

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

Joseph McDonnell,        None
Vice President

---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Joseph McGovern,         None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Charles L. McKenzie,     Chairman  of  the  Board,  Director,   Chief  Executive
Senior Vice President    Officer and President of OFI Trust  Company;  Chairman,

                         Chief Executive  Officer,  Chief Investment Officer and
                         Director of OFI Institutional  Asset Management,  Inc.;
                         Chief  Executive  Officer,  President,  Senior Managing
                         Director and Director of HarbourView  Asset  Management
                         Corporation;   Chairman,   President  and  Director  of
                         Trinity  Investment  Management  Corporation  and  Vice
                         President of Oppenheimer Real Asset Management, Inc.

---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
William McNamara,        None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Mary McNamee,            None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Michael Medev,           None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Lucienne Mercogliano,    None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Jay Mewhirter,           None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Andrew J. Mika,          None
Senior Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Jan Miller,              None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------

Scott Miller,            Formerly  Assistant Vice President at AXA Distributors,
Vice President           LLC (July 2005 - February 2008).

---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Rejeev Mohammed,         None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------

Nikolaos D. Monoyios,    Senior  Vice  President  of  OFI  Institutional   Asset
Senior Vice President    Management, Inc.

---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Sarah Morrison,          Formerly    (as   of   January    2007)    Manager   at
Assistant Vice President OppenheimerFunds, Inc.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Jill Mulcahy,            None
Vice President:
Rochester Division
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
John V. Murphy,          President  and   Management   Director  of  Oppenheimer
Chairman, Chief          Acquisition   Corp.;    President   and   Director   of
Executive Officer &      Oppenheimer Real Asset Management,  Inc.;  Chairman and
Director                 Director of Shareholder Services,  Inc. and Shareholder
                         Financial Services,  Inc.; Director of OppenheimerFunds
                         Distributor,  Inc., OFI Institutional Asset Management,
                         Inc.,   Trinity  Investment   Management   Corporation,
                         Tremont  Group  Holdings,   Inc.,   HarbourView   Asset
                         Management  Corporation  and  OFI  Private  Investments
                         Inc.;  Executive Vice President of Massachusetts Mutual
                         Life  Insurance  Company;  Director of DLB  Acquisition
                         Corporation;   a  member  of  the  Investment   Company
                         Institute's Board of Governors.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------

Suzanne Murphy,          Vice President of OFI Private Investments Inc.
Vice President

---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Thomas J. Murray,        None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------

Christine Nasta,         Vice President of OppenheimerFunds Distributor, Inc.
Vice President

---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Paul Newman,             None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Richard Nichols,         None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
William Norman,          None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
James B. O'Connell,      None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Matthew O'Donnell,       None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Lisa Ogren,              Formerly Manager at OppenheimerFunds, Inc.
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Tony Oh,                 None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
John J. Okray,           None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Kristina Olson,          None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Lerae A. Palumbo,        None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------

Kathleen Patton,         Assistant Vice President of Shareholder Services, Inc.
Assistant Vice President

---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
David P. Pellegrino,     None
Senior Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Allison C. Pells,        None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Robert H. Pemble,        None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Lori L. Penna,           None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------

Brian Petersen,          Assistant Treasurer of OppenheimerFunds Legacy Program.
Vice President

---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Marmeline Petion-Midy,   None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------

David Pfeffer,           Treasurer  of  Oppenheimer  Acquisition  Corp.;  Senior
Senior Vice President &  Vice   President  of   HarbourView   Asset   Management
Chief Financial Officer  Corporation since February 2004.

---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
James F. Phillips,       None
Senior Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Gary Pilc,               None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
John Piper,              Assistant Vice President of Shareholder Services, Inc.
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Jeaneen Pisarra,         None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Nicolas Pisciotti,       None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Christine Polak,         None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Sergei Polevikov,        None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Jeffrey Portnoy,         None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
David Preuss,            None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Ellen Puckett,           None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------

Jodi Pullman,            Formerly  Product  Manager  at  OppenheimerFunds,  Inc.
Assistant Vice President (January 2007 - February 2008);  Senior Project Manager
                         at OppenheimerFunds, Inc. (March 2006 - January 2007).

---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Paul Quarles,            None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Michael E. Quinn,        None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Julie S. Radtke,         None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Timothy Raeke,           Formerly  (as  of  July  2007)  Vice  President  at MFS
Assistant Vice President Investment Management.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Norma J. Rapini,         None
Assistant Vice
President:
Rochester Division
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Corry E. Read,           None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Marc Reinganum,          None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Jill Reiter,             None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------

Jason Reuter,            Formerly Manager at  OppenheimerFunds,  Inc.  (February
Assistant Vice President 2006 - February 2008).

---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Eric Rhodes,             None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------

Maria Ribeiro De Castro, None
Vice President

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

Eric Richter,            Vice   President  of   HarbourView   Asset   Management
Vice President           Corporation.

---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Claire Ring,             None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Grace Roberts,           None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------

David Robertson,         Senior Vice President of OppenheimerFunds  Distributor,
Senior Vice President    Inc.;   President  and  Director  of  Centennial  Asset
                         Management Corporation.

---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Robert Robis,            None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Antoinette Rodriguez,    None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Lucille Rodriguez,       None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Stacey Roode,            None
Senior Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Jeffrey S. Rosen,        None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Stacy Roth,              None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Richard Royce,           None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------

Adrienne Ruffle,         Assistant Secretary of OppenheimerFunds Legacy Program.
Vice President &
Assistant Counsel

---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Kim Russomanno,          None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Gerald Rutledge,         None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Julie Anne Ryan,         None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Timothy Ryan,            None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------

Matthew Torpey,          None
Assistant Vice President

---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Rohit Sah,               None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Gary Salerno,            Formerly  (as of May 2007)  Separate  Account  Business
Assistant Vice President Liaison at OppenheimerFunds, Inc.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Valerie Sanders,         None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Kurt Savallo,            Formerly Senior Business  Analyst at  OppenheimerFunds,
Assistant Vice President Inc.

---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Rudi W. Schadt,          None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Mary Beth Schellhorn,    Formerly  Human  Resources  Generalist at Misys Banking
Assistant Vice President Systems (November 2000 - June 2006).
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Ellen P. Schoenfeld,     None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------

Kathleen Schmitz,        Assistant   Vice   President   of   HarbourView   Asset
Assistant Vice President Management   Corporation.   Formerly  Fund   Accounting
                         Manager  at  OppenheimerFunds,  Inc.  (November  2004 -
                         February 2008).

---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Patrick Schneider,       Formerly  Human  Resources   Manager  at  ADT  Security
Assistant Vice President Services (December 2001 - July 2006).
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Scott A. Schwegel,       None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Allan P. Sedmak,         None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Jennifer L. Sexton,      Senior Vice President of OFI Private Investments Inc.
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Asutosh Shah,            None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Kamal Shah,              None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Navin Sharma,            None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Tammy Sheffer,           None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Mary Dugan Sheridan,     None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------

Nicholas Sherwood,       Formerly Manager at  OppenheimerFunds,  Inc.  (February
Assistant Vice President 2006 - February 2008).

---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
David C. Sitgreaves,     None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Michael Skatrud,         Formerly (as of March 2007)  Corporate  Bond Analyst at
Assistant Vice President Putnam Investments.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Enrique H. Smith,        None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Kevin Smith,             None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------

Paul Snogren             None
Assistant Vice President

---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Louis Sortino,           None
Vice President:
Rochester Division
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Keith J. Spencer,        None
Senior Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Marco Antonio Spinar,    None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Brett Stein,             Formerly Vice  President of Client  Services at XAware,
Vice President           Inc. (October 2002 - August 2006).
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Richard A. Stein,        None
Vice President:
Rochester Division
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------

Arthur P. Steinmetz,     Senior Vice President of HarbourView  Asset  Management
Senior Vice President    Corporation;  Vice President of OFI Institutional Asset
                         Management, Inc.

---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Jennifer Stevens,        None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Benjamin Stewart,        None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------

Peter Strzalkowski,      Vice President of HarbourView  Asset  Management,  Inc.
Vice President           Formerly (as of August 2007).  Founder/Managing Partner

                         at Vector Capital Management.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
John P. Stoma,           Senior Vice President of OppenheimerFunds  Distributor,
Senior Vice President    Inc.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Amy Sullivan,            None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Carole Sumption,         Formerly Vice President at Policy  Studies,  Inc. (July
Vice President           2003 - April 2007).
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Michael Sussman,         Vice President of OppenheimerFunds Distributor, Inc.
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------

Thomas Swaney,           Vice   President  of   HarbourView   Asset   Management
Vice President           Corporation.

---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Brian C. Szilagyi,       None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Martin Telles,           Senior Vice President of OppenheimerFunds  Distributor,
Senior Vice President    Inc.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Charles Toomey,          None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Vincent Toner,           None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------

Melinda Trujillo,        None
Vice President

---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Leonid Tsvayg,           None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Keith Tucker,            None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Cameron Ullyatt,         None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Angela Uttaro,           None
Assistant Vice
President: Rochester
Division
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Mark S. Vandehey,        Vice   President  and  Chief   Compliance   Officer  of
Senior Vice President &  OppenheimerFunds  Distributor,  Inc.,  Centennial Asset
Chief Compliance Officer Management Corporation and Shareholder Services,  Inc.;
                         Chief   Compliance   Officer   of   HarbourView   Asset
                         Management  Corporation,  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,   None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Nancy Vann,              None
Vice President &
Associate Counsel
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Rene Vecka,              None
Assistant Vice
President:
Rochester Division
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Vincent Vermette,        Assistant    Vice    President   of    OppenheimerFunds
Vice President           Distributor, Inc.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Elaine Villas-Obusan,    None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Ryan Virag,              None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Jake Vogelaar,           None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Phillip F. Vottiero,     None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------

Mark Wachter,            Formerly  Manager  at  OppenheimerFunds,   Inc.  (March
Vice President           2005 - February 2008).

---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Lisa Walsh,              None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------

Darren Walsh,            President   and  Director  of   Shareholder   Financial
Executive Vice President Services,  Inc. and Shareholder Services, Inc. Formerly

                         General  Manager and Senior Vice  President of Comverse

                         (December 2005 - September 2006).

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

Richard Walsh,           Vice President of OFI Private Investments.
Vice President

---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Deborah Weaver,          None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Jerry A. Webman,         Senior Vice President of HarbourView  Asset  Management
Senior Vice President    Corporation.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Christopher D. Weiler,   None
Vice President:
Rochester Division
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Barry D. Weiss,          Vice   President  of   HarbourView   Asset   Management
Vice President           Corporation   and  of   Centennial   Asset   Management
                         Corporation.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------

Melissa Lynn Weiss,      None
Vice President & Deputy
Counsel

---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Christine Wells,         None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Joseph J. Welsh,         Vice   President  of   HarbourView   Asset   Management
Vice President           Corporation.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Catherine M. White,      Assistant    Vice    President   of    OppenheimerFunds
Assistant Vice President Distributor,  Inc.;  member of the American  Society of
                         Pension Actuaries (ASPA) since 1995.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Troy Willis,             None
Assistant Vice
President,
Rochester Division
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Mitchell Williams,       None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Julie Wimer,             None
Assistant Vice
President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Donna M. Winn,           President,  Chief  Executive  Officer & Director of OFI
Senior Vice President    Private  Investments  Inc.;  Director  &  President  of
                         OppenheimerFunds  Legacy Program; Senior Vice President
                         of OppenheimerFunds Distributor, Inc.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Brian W. Wixted,         Treasurer of HarbourView Asset Management  Corporation;
Senior Vice President &  OppenheimerFunds  International Ltd.,  Oppenheimer Real
Treasurer                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 of HarbourView  Asset  Management
Senior Vice President    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 of OppenheimerFunds Distributor, Inc.
Vice President

---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Oliver Wolff,            None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------

Kurt Wolfgruber,         Director   of   OppenheimerFunds   Distributor,   Inc.,
President, Chief         Director of Tremont Group Holdings,  Inc.,  HarbourView
Investment Officer &     Asset  Management  Corporation  and  OFI  Institutional
Director                 Asset  Management,  Inc. (since June 2003).  Management

                         Director  of  Oppenheimer   Acquisition   Corp.  (since
                         December 2005).
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Caleb C. Wong,           None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Edward C. Yoensky,       None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Geoff Youell,            None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Lucy Zachman,            None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Robert G. Zack,          General Counsel of Centennial Asset Management
Executive Vice           Corporation; General Counsel and Director of
                         OppenheimerFundsdDistributor, Inc.; Senior Vice
                         President and General Counsel of HarbourView Asset

General Counsel          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,       None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------

Mark D. Zavanelli,       Vice President of OFI  Institutional  Asset Management,
Vice President           Inc.

---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Alex Zhou,               None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Ronald Zibelli, Jr.      Formerly  Managing  Director  and Small Cap Growth Team
Vice President           Leader at Merrill Lynch.
---------------------------------------------------------------------------------


The Oppenheimer Funds include the following:


Centennial California Tax Exempt Trust
Centennial Government Trust
Centennial Money Market Trust
Centennial New York Tax Exempt Trust
Centennial Tax Exempt Trust
Limited Term New York Municipal Fund (a series of Rochester Portfolio Series)
OFI Tremont Core Strategies Hedge Fund
OFI Tremont Market Neutral Hedge Fund
Oppenheimer Absolute Return Fund
Oppenheimer AMT-Free Municipals
Oppenheimer AMT-Free New York Municipals
Oppenheimer Balanced Fund
Oppenheimer Baring China Fund
Oppenheimer Baring Japan 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 Convertible Securities Fund (a series of Bond Fund Series)
Oppenheimer Core Bond Fund (a series of Oppenheimer Integrity Funds)
Oppenheimer Developing Markets Fund
Oppenheimer Discovery Fund
Oppenheimer Dividend Growth 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 International Value Fund (a series of Oppenheimer International
Value Trust)
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 Loan Fund, LLC
Oppenheimer Master International Value Fund, LLC
Oppenheimer MidCap Fund
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)
     Active Allocation Fund
     Equity Investor Fund
     Conservative Investor Fund
     Moderate Investor 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 Tremont Market Neutral Fund, LLC
Oppenheimer Tremont Opportunity Fund, LLC
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):
     Government Securities Portfolio
     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, 11th Floor, New York, New York 10281-1008.

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

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


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

The address of OppenheimerFunds International Distributor Limited is Suite 1601,
Central Tower, 28 Queen's Road Central, Hong Kong.

Item 27. Principal Underwriter

     (a)   OppenheimerFunds   Distributor,   Inc.  is  the  Distributor  of  the
Registrant's  shares. It is also the Distributor of each of the other registered
open-end investment companies for which OppenheimerFunds, Inc. is the investment
adviser,  as described in Part A and 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 &                      Position & Office     Position & Office
Principal Business              with Registrant           with Underwriter
Address

----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Timothy Abbhul(1)                Vice President and       None
                                 Treasurer
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Robert Agan(1)                   Vice President           None
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Anthony Allocco(2)               Assistant Vice President None
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Janette Aprilante(2)             Secretary                None
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Tracey Apostolopoulos(1)         Assistant Vice President None
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
James Barker                     Vice President           None
1723 W. Nelson Street
Chicago, IL 60657
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Kathleen Beichert(1)             Senior Vice President    None
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Rocco Benedetto(2)               Vice President           None
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Thomas Beringer                  Vice President           None
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------

Christopher Bergeron             Vice President           None

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

Rick Bettridge                   Vice President           None
11504 Flowering Plum Lane
Highland, UT 84003

----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
David A. Borrelli                Vice President           None
105 Black Calla Ct.
San Ramon, CA 94583
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Jeffrey R. Botwinick             Vice President           None
4431 Twin Pines Drive
Manlius, NY 13104
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Sarah Bourgraf(1)                Vice President           None
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Bryan Bracchi                    Vice President           None
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Michelle Brennan(2)              Vice President           None
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Joshua Broad(2)                  Vice President           None
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Kevin E. Brosmith                Senior Vice President    None
5 Deer Path
South Natlick, MA 01760
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Jeffrey W. Bryan                 Vice President           None
1048 Malaga Avenue
Coral Gables, FL 33134
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------

Ross Burkstaller                 Vice President           None
211 Tulane Drive SE
Albuquerque, NM 87106

----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Patrick Campbell(1)              Assistant Vice President None
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------

Robert Caruso                    Vice President           None
15 Deforest Road
Wilton, CT 06897

----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Donelle Chisolm(2)               Assistant Vice President None
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------

----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Angelanto Ciaglia(2)             Vice President           None
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Melissa Clayton(2)               Assistant Vice President None
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Craig Colby(2)                   Vice President           None
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Rodney Constable(1)              Vice President           None
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Susan Cornwell(1)                Vice President           None
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Neev Crane                       Vice President           None
1530 Beacon Street, Apt. #1403
Brookline, MA 02446
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------

Michael Daley                    Vice President           None
40W387 Oliver Wendell Holmes St.
St. Charles, IL 60175

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

Fredrick Davis                   Vice President           None
14431 SE 61st Street
Bellevue, WA 98006

----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
John Davis(2)                    Vice President           None
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Stephen J. Demetrovits(2)        Vice President           None
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Steven Dombrower                 Vice President           None
13 Greenbrush Court
Greenlawn, NY 11740
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------

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

----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Beth Arthur Du Toit(1)           Vice President           None
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Kent M. Elwell                   Vice President           None
35 Crown Terrace
Yardley, PA 19067
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Gregg A. Everett                 Vice President           None
4328 Auston Way
Palm Harbor, FL 34685-4017
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
George R. Fahey                  Senior Vice President    None
9511 Silent Hills Lane
Lone Tree, CO 80124
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Eric C. Fallon                   Vice President           None
10 Worth Circle
Newton, MA 02458
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
James Fereday                    Vice President           None
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Joseph Fernandez                 Vice President           None
1717 Richbourg Park Drive
Brentwood, TN 37027
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Mark J. Ferro                    Senior Vice President    None
104 Beach 221st Street
Breezy Point, NY 11697
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Ronald H. Fielding(3)            Vice President           None
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Eric P. Fishel                   Vice President           None
725 Boston Post Rd., #12
Sudbury, MA 01776
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Patrick W. Flynn                 Senior Vice President    None
14083 East Fair Avenue
Englewood, CO 80111
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
John E. Forrest(2)               Senior Vice President    None
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
John ("J") Fortuna(2)            Vice President           None
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Jayme D. Fowler                  Vice President           None
3818 Cedar Springs Road,
#101-349
Dallas, TX 75219
----------------------------------------------------------------------------------
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William Friebel                  Vice President           None
2919 St. Albans Forest Circle
Glencoe, MO 63038

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Alyson Frost(2)                  Assistant Vice President None

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Richard Fuerman(2)               Vice President           None

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Charlotte Gardner(1)             Vice President           None
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Lucio Giliberti                  Vice President           None
6 Cyndi Court
Flemington, NJ 08822
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Michael Gottesman                Vice President           None
255 Westchester Way
Birmingham, MI 48009
----------------------------------------------------------------------------------
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Raquel Granahan(4)               Vice President           None
----------------------------------------------------------------------------------
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Ralph Grant                      Senior Vice President    None
10 Boathouse Close
Mt. Pleasant, SC 29464
----------------------------------------------------------------------------------
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Kahle Greenfield(2)              Vice President           None
----------------------------------------------------------------------------------
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Robert Grill(2)                  Senior Vice President    None
----------------------------------------------------------------------------------
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Eric Grossjung                   Vice President           None
4002 N. 194th Street
Elkhorn, NE 68022
----------------------------------------------------------------------------------
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Michael D. Guman                 Vice President           None
3913 Pleasant Avenue
Allentown, PA 18103
----------------------------------------------------------------------------------
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James E. Gunter                  Vice President           None
603 Withers Circle
Wilmington, DE 19810
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------

Garrett Harbron                  Vice President           None
8895 Hillsboro Road
Valles Mines, MO 63087

----------------------------------------------------------------------------------
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Kevin J. Healy(2)                Vice President           None
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Kenneth Henry(2)                 Vice President           None
----------------------------------------------------------------------------------
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Wendy G. Hetson(2)               Vice President           None
----------------------------------------------------------------------------------
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Jennifer Hoelscher(1)            Assistant Vice President None
----------------------------------------------------------------------------------
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William E. Hortz(2)              Vice President           None
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Edward Hrybenko(2)               Vice President           None
----------------------------------------------------------------------------------
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Amy Huber(1)                     Assistant Vice President None
----------------------------------------------------------------------------------
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Brian F. Husch                   Vice President           None
37 Hollow Road
Stonybrook, NY 11790
----------------------------------------------------------------------------------
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Patrick Hyland(2)                Assistant Vice President None
----------------------------------------------------------------------------------
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Keith Hylind(2)                  Vice President           None
----------------------------------------------------------------------------------
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Kathleen T. Ives(1)              Vice President &         Assistant Secretary
                                 Assistant Secretary
----------------------------------------------------------------------------------
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Shonda Rae Jaquez(2)             Vice President           None
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------

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Eric K. Johnson                  Vice President           None
8588 Colonial Drive
Lone Tree, CO 80124
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------

Elyse Jurman                     Vice President           None
5486 NW 42 Ave.
Boca Raton, FL 33496

----------------------------------------------------------------------------------
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Thomas Keffer(2)                 Senior Vice President    None
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Michael Keogh(2)                 Vice President           None
----------------------------------------------------------------------------------
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Brian Kiley(2)                   Vice President           None
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------

Lisa Klassen(1)                  Assistant Vice President None

----------------------------------------------------------------------------------
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Richard Klein                    Senior Vice President    None
4820 Fremont Avenue South
Minneapolis, MN 55419
----------------------------------------------------------------------------------
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Richard Knott(1)                 President and Director   None
----------------------------------------------------------------------------------
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Brent A. Krantz                  Senior Vice President    None
61500 Tam McArthur Loop
Bend, OR 97702
----------------------------------------------------------------------------------
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Eric Kristenson(2)               Vice President           None
----------------------------------------------------------------------------------
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David T. Kuzia                   Vice President           None
10258 S. Dowling Way
Highlands Ranch, CO 80126
----------------------------------------------------------------------------------
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Tracey Lange(2)                  Vice President           None
----------------------------------------------------------------------------------
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Jesse Levitt(2)                  Assistant Vice President None
----------------------------------------------------------------------------------
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Julie Libby(2)                   Senior Vice President    None

----------------------------------------------------------------------------------
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Eric J. Liberman                 Vice President           None
27 Tappan Ave., Unit West
Sleepy Hollow, NY 10591
----------------------------------------------------------------------------------
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Malissa Lischin(2)               Assistant Vice President None
----------------------------------------------------------------------------------
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Christina Loftus(2)              Vice President           None
----------------------------------------------------------------------------------
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Thomas Loncar                    Vice President           None
1401 North Taft Street, Apt. 726
Arlington, VA 22201
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------

----------------------------------------------------------------------------------
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Peter Maddox(2)                  Vice President           None
----------------------------------------------------------------------------------
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Michael Malik                    Vice President           None
546 Idylberry Road
San Rafael, CA 94903
----------------------------------------------------------------------------------
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Steven C. Manns                  Vice President           None
1627 N. Hermitage Avenue
Chicago, IL 60622
----------------------------------------------------------------------------------
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Todd A. Marion                   Vice President           None
24 Midland Avenue
Cold Spring Harbor, NY 11724
----------------------------------------------------------------------------------
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LuAnn Mascia(2)                  Vice President           None
----------------------------------------------------------------------------------
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Michael McDonald                 Vice President           None
11749 S Cormorant Circle
Parker, CO 80134

----------------------------------------------------------------------------------
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John C. McDonough                Senior Vice President    None
533 Valley Road
New Canaan, CT 06840
----------------------------------------------------------------------------------
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Kent C. McGowan                  Vice President           None
9510 190th Place SW
Edmonds, WA 98020
----------------------------------------------------------------------------------
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Brian F. Medina                  Vice President           None
3009 Irving Street
Denver, CO 80211
----------------------------------------------------------------------------------
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William Meerman                  Vice President           None
4939 Stonehaven Drive
Columbus, OH 43220

----------------------------------------------------------------------------------
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Saul Mendoza                     Vice President           None
503 Vincinda Crest Way
Tampa FL 33619

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Mark Mezzanotte                  Vice President           None
16 Cullen Way
Exeter, NH 03833
----------------------------------------------------------------------------------
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Matthew L. Michaelson            Vice President           None
1250 W. Grace, #3R
Chicago, IL 60613
----------------------------------------------------------------------------------
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Noah Miller(1)                   Vice President           None
----------------------------------------------------------------------------------
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Clint Modler(1)                  Vice President           None
----------------------------------------------------------------------------------
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Robert Moser                     Vice President           None
9650 East Aspen Hill Circle
Lone Tree, CO 80124
----------------------------------------------------------------------------------
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David W. Mountford               Vice President           None
7820 Banyan Terrace
Tamarac, FL 33321
----------------------------------------------------------------------------------
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Gzim Muja                        Vice President           None
269 S. Beverly Dr. #807
Beverly Hills, CA 90212
----------------------------------------------------------------------------------
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Matthew Mulcahy(2)               Vice President           None
----------------------------------------------------------------------------------
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Wendy Jean Murray                Vice President           None
32 Carolin Road
Upper Montclair, NJ 07043
----------------------------------------------------------------------------------
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John S. Napier                   Vice President           None
17 Hillcrest Ave.
Darien, CT 06820
----------------------------------------------------------------------------------
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Christina Nasta(2)               Vice President           None
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Kevin P. Neznek(2)               Vice President           None
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Christopher Nicholson(2)         Vice President           None
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------

Chad Noel                        Vice President           None

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Bradford G. Norford              Vice President           None
5095 Lahinch Ct.
Westerville, OH 43082
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Alan Panzer                      Vice President           None
6755 Ridge Mill Lane
Atlanta, GA 30328
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------

Maria Paster(2)                  Assistant Vice President None

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Donald Pawluk(2)                 Vice President           None
----------------------------------------------------------------------------------
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Brian C. Perkes                  Vice President           None
6 Lawton Ct.
Frisco, TX 75034
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------

Wayne Perry                      Vice President           None
3900 Fairfax Drive Apt 813
Arlington, VA 22203

----------------------------------------------------------------------------------
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Charles K. Pettit(2)             Vice President           None
----------------------------------------------------------------------------------
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Aaron Pisani(1)                  Vice President           None
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Rachel Powers                    Vice President           None
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Nicole Pretzel                   Vice President           None
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------

----------------------------------------------------------------------------------
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Minnie Ra                        Vice President           None
100 Dolores Street, #203
Carmel, CA 93923
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Dustin Raring                    Vice President           None
27 Blakemore Drive
Ladera Ranch, CA 92797
----------------------------------------------------------------------------------
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Michael A. Raso                  Vice President           None
3 Vine Place
Larchmont, NY 10538
----------------------------------------------------------------------------------
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Richard E. Rath                  Vice President           None
46 Mt. Vernon Ave.
Alexandria, VA 22301
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Ramsey Rayan                     Vice President           None
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
William J. Raynor(5)             Vice President           None
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Corry Read(2)                    Vice President           None
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Ruxandra Risko(2)                Vice President           None
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
David R. Robertson(2)            Senior Vice President    None
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Ian M. Roche                     Vice President           None
7070 Bramshill Circle
Bainbridge, OH 44023
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------

Michael Rock                     Vice President           None
9016 Stourbridge Drive
Huntersville, NC 28078

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----------------------------------------------------------------------------------
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Thomas Sabow                     Vice President           None
6617 Southcrest Drive
Edina, MN 55435
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
John Saunders                    Vice President           None
2251 Chantilly Ave.
Winter Park, FL 32789
----------------------------------------------------------------------------------
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Thomas Schmitt                   Vice President           None
40 Rockcrest Rd
Manhasset, NY 11030
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
William Schories                 Vice President           None
3 Hill Street
Hazlet, NJ 07730
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Jennifer Sexton(2)               Vice President           None
----------------------------------------------------------------------------------
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Eric Sharp                       Vice President           None
862 McNeill Circle
Woodland, CA 95695
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Debbie A. Simon                  Vice President           None
55 E. Erie St., #4404
Chicago, IL 60611
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Bryant Smith                     Vice President           None
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Christopher M. Spencer           Vice President           None
2353 W 118th Terrace
Leawood, KS 66211
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
John A. Spensley                 Vice President           None
375 Mallard Court
Carmel, IN 46032
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------

Michael Staples                  Vice President           None
4255 Jefferson St. Apt. 328
Kansas City, MO 64111

----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Alfred St. John(2)               Vice President           None
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Bryan Stein                      Vice President           None
8 Longwood Rd.
Voorhees, NJ 08043
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
John Stoma(2)                    Senior Vice President    None
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Wayne Strauss(3)                 Assistant Vice President None
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Brian C. Summe                   Vice President           None
2479 Legends Way
Crestview Hills, KY 41017
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Michael Sussman(2)               Vice President           None
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
George T. Sweeney                Senior Vice President    None
5 Smokehouse Lane
Hummelstown, PA 17036
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
James Taylor(2)                  Assistant Vice President None
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Martin Telles(2)                 Senior Vice President    None
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Paul Temple(2)                   Vice President           None
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------

Troy Testa                       Vice President           None

----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
David G. Thomas                  Vice President           None
16628 Elk Run Court
Leesburg, VA 20176
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Mark S. Vandehey(1)              Vice President and       Vice President and
                                 Chief Compliance Officer Chief Compliance
                                                          Officer
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Vincent Vermete(2)               Vice President           None
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------

----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Kenneth Lediard Ward             Vice President           None
1400 Cottonwood Valley Circle N.
Irving, TX 75038
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Teresa Ward(1)                   Vice President           None
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------

Janeanne Weickum(1)              Vice President           None

----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Michael J. Weigner               Vice President           None
4905 W. San Nicholas Street
Tampa, FL 33629
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Donn Weise                       Vice President           None
3249 Earlmar Drive
Los Angeles, CA 90064
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Chris G. Werner                  Vice President           None
98 Crown Point Place
Castle Rock, CO 80108
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Catherine White(2)               Assistant Vice President None
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Ryan Wilde(1)                    Vice President           None
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Julie Wimer(2)                   Assistant Vice President None
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Donna Winn(2)                    Senior Vice President    None
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Peter Winters                    Vice President           None
911 N. Organce Ave, Pat. 514
Orlando, FL 32801
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Patrick Wisneski(1)              Vice President           None
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------

Kurt Wolfgruber(2)               Director                 None

----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Meredith Wolff(2)                Vice President           None
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Michelle Wood(2)                 Vice President           None
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Cary Patrick Wozniak             Vice President           None
18808 Bravata Court
San Diego, CA 92128
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
John Charles Young               Vice President           None
3914 Southwestern
Houston, TX 77005
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Jill Zachman(2)                  Vice President           None
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Robert G. Zack(2)                General Counsel &        Secretary
                                 Director
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Steven Zito(1)                   Vice President           None
----------------------------------------------------------------------------------


(1)6803 South Tucson Way, Centennial, CO 80112-3924
(2)Two World Financial  Center,  225 Liberty Street,  11th Floor, New York, NY
10281-1008
(3)350 Linden Oaks, Rochester, NY 14623
(4)555 Theodore Fremd Avenue, Rye, NY 10580
(5)Independence Wharf, 470 Atlantic Avenue, 11th Floor, Boston, MA 02210

(c)   Not applicable.

Item 28. Location of Accounts and Records

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


Item 29. Management Services

Not applicable

Item 30. Undertakings

Not applicable.







                                  SIGNATURES


Pursuant to the requirements of the Securities Act of 1933 and the Investment
Company Act of 1940, the Registrant has duly caused this Pre-effective
amendment to the Registration Statement on Form N-1A to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of New York
and State of New York on the 15th day of August, 2008.


                              Oppenheimer Rochester Double Tax-Free
                              Municipals

                              By:  /s/ John V. Murphy*

--------------------------------------------------
                              John V. Murphy, 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

Brian F. Wruble*              Chairman of the

Brian F. Wruble               Board of Trustees             August 15, 2008



John V. Murphy*               President, Principal

John V. Murphy                Executive Officer and Trustee August 15, 2008


Brian W. Wixted*              Treasurer, Principal          August 15, 2008
Brian W. Wixted               Financial & Accounting Officer


David K. Downes*              Trustee                       August 15, 2008

David K. Downes



Matthew P. Fink*              Trustee                       August 15, 2008

Matthew P. Fink



Robert G. Galli*              Trustee                       August 15, 2008

Robert G. Galli


Phillip A. Griffiths*                                       Trustee

August 15, 2008
Phillip A. Griffiths


Mary F. Miller*               Trustee                       August 15, 2008

Mary F. Miller



Joel W. Motley*               Trustee                       August 15, 2008

Joel W. Motley



Russell S. Reynolds, Jr.*     Trustee                       August 15, 2008
Russell S. Reynolds, Jr.


Joseph M. Wikler*             Trustee                       August 15, 2008

Joseph M. Wikler



Peter I. Wold*                Trustee                         August 15, 2008

Peter I. Wold



*By:  /s/ Kathleen T. Ives
      Kathleen T. Ives, Attorney-in-Fact








               OPPENHEIMER ROCHESTER DOUBLE TAX-FREE MUNICIPALS


                        Pre-Effective Amendment No. 2

                         Registration No. 333-147062


                                EXHIBIT INDEX


Exhibit No.      Description



23.   (i)   Opinion and Consent of Counsel
      (j)   Independent Registered Public Accounting Firm's Consent
      (l)   Investment Letter from OppenheimerFunds, Inc. to Registrant