485(a)

485APOS 1 quest485a.htm QUEST VALUE FUND, INC. 485(a)

Registration No. 2-65223
File No. 811-2944

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [X]
Pre-Effective Amendment No. [ ]
Post-Effective Amendment No. 52 [X]

and/or

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

Amendment No. 53

OPPENHEIMER QUEST VALUE FUND, INC.
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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)

(Registrant's Telephone Number, including Area Code): (303) 768-3200
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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)
[X] on February 28, 2005 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.

Oppenheimer
Quest Value Fund, Inc.SM

Prospectus dated February 28, 2005

Oppenheimer Quest Value Fund, Inc. is a mutual fund that seeks capital
appreciation as its goal. It invests mainly in common stocks and other equity
securities.

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

[logo] OppenheimerFunds The Right Way to Invest

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
Class N Shares
Class Y Shares

Special Investor Services
AccountLink
PhoneLink
OppenheimerFunds Internet Website
Retirement Plans

How to Sell Shares
By Mail
By Telephone

How to Exchange Shares

Shareholder Account Rules and Policies

Dividends, Capital Gains and Taxes

Financial Highlights

ABOUT THE FUND

The Fund's Investment Objective and Principal Investment Strategies

WHAT IS THE FUND'S INVESTMENT OBJECTIVE? The Fund seeks capital appreciation.

WHAT DOES THE FUND MAINLY INVEST IN? The Fund may invest mainly in common stocks
of different capitalization ranges. The Fund also can buy other investments,
including:

o Preferred stocks, rights and warrants and convertible debt securities, and

o Securities of U.S. and foreign companies.

HOW DOES THE PORTFOLIO MANAGER DECIDE WHAT SECURITIES TO BUY OR SELL? In
selecting securities for purchase or sale by the Fund, the Fund's portfolio
manager, who is employed by OppenheimerFunds, Inc. (the "Manager"), selects
securities one at a time. This is called a "bottom up approach." The portfolio
manager uses a fundamental analysis to select securities for the Fund that he
believes are undervalued. While this process and the inter-relationship of the
factors used may change over time and its implementation may vary in particular
cases, the portfolio manager currently considers the following factors when
assessing a company's business prospects: Future supply/demand conditions for
its key products,

o Product cycles,
o Quality of management,
o Competitive position in the market place,
o Reinvestment plans for cash generated, and
Better-than-expected earnings reports.
Not all factors are relevant for every individual security.

The portfolio manager may consider selling a stock for one or more of the
following reasons:

o The stock price has reached its target,
o The company's fundamentals appear to be deteriorating, or
o Better stock selections are believed to have been identified.

WHO IS THE FUND DESIGNED FOR? The Fund is designed for investors seeking capital
appreciation in their investment over the long term. Those investors should be
willing to assume the risks of short-term share price fluctuations that are
typical for a fund emphasizing common stock investments. Since the Fund does not
seek income and its income from investing will likely be small, it is not
designed for investors needing an assured level of current income. Because of
its focus on long-term growth, the Fund may be appropriate for a portion of a
retirement plan investment. The Fund is not a complete investment program.

Main Risks of Investing in the Fund

All investments have risks to some degree. The Fund's investments in stocks
and bonds are subject to changes in their value from a number of factors,
described below. There is also the risk that poor security selection by the
Manager will cause the Fund to underperform other funds having a similar
objective. As an example, the portfolio manager's "value" approach to investing
could result in fewer Fund investments in stocks that become highly valued by
the marketplace during times of rapid market advances. This could cause the Fund
to underperform other funds that seek capital appreciation but that employ a
growth or non-value approach to investing.

RISKS OF INVESTING IN STOCKS. Stocks fluctuate in price, and their short-term
volatility at times may be great. Because the Fund currently emphasizes
investments in stocks and other equity securities, the value of the Fund's
portfolio will be affected by changes in the stock markets in which it invests.
Market risk will affect the Fund's net asset values per share, which will
fluctuate as the values of the Fund's portfolio securities change. A variety of
factors can affect the price of a particular stock and the prices of individual
stocks do not all move in the same direction uniformly or at the same time.
Different stock markets may behave differently from each other.

Other factors can affect a particular stock's price, such as poor earnings
reports by the issuer, loss of major customers, major litigation against the
issuer, or changes in government regulations affecting the issuer or its
industry. The Fund invests mainly in securities of companies with medium-size
capitalizations and larger. It can also invest in small companies, which may
have more volatile stock prices than larger companies.

Industry Focus. At times the Fund may increase the relative emphasis of its
investments in a particular industry. Stocks of issuers in a particular industry
may be affected by changes in economic conditions, government regulations,
availability of basic resources or supplies, or other events that affect that
industry more than others. To the extent that the Fund increases the emphasis of
its investments in a particular industry, its share values may fluctuate in
response to events affecting that industry.

HOW RISKY IS THE FUND OVERALL? The risks described above collectively form
the overall risk profile of the Fund, and can affect the value of the Fund's
investments, its investment performance and its price per share. Particular
investments and investment strategies also have risks. These risks mean that you
can lose money by investing in the Fund. When you redeem your shares, they may
be worth more or less than what you paid for them. There is no assurance that
the Fund will achieve its investment objective. In the short term, the stock
markets can be volatile, and the price of the Fund's shares can go up and down
substantially. The Fund generally does not use income-oriented investments to
help cushion the Fund's total return from changes in stock prices. In the
OppenheimerFunds spectrum, the Fund is more conservative than aggressive growth
stock funds, but has greater risks than funds that invest in both stocks and
bonds or in investment-grade debt securities.

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

The Fund's Past Performance

The bar chart and table below show one measure of the risks of investing in the
Fund, by showing changes in the Fund's performance (for its Class A shares) from
year to year for the last 10 calendar years and by showing how the average
annual total returns of the Fund's shares, both before and after taxes, compare
to those of a broad-based market index. The after-tax returns for the other
classes of shares will vary.

The after-tax returns are shown for Class A shares only and are calculated
using the historical highest individual federal marginal income tax rates in
effect during the periods shown, and do not reflect the impact of state or local
taxes. [In certain cases, the figure representing "Return After Taxes on
Distributions and Sale of Fund Shares" may be higher than the other return
figures for the same period. A higher after-tax return may result when a capital
loss occurs upon redemption and translates into an assumed tax deduction that
benefits the shareholder.] The after-tax returns are calculated based on certain
assumptions mandated by regulation and your actual after-tax returns may differ
from those shown, depending on your individual tax situation. The after-tax
returns set forth below are not relevant to investors who hold their fund shares
through tax-deferred arrangements such as 401(k) plans or IRAs or to
institutional investors not subject to tax. The Fund's past investment
performance, before and after taxes, is not necessarily an indication of how the
Fund will perform in the future.

Annual Total Returns (Class A) (as of 12/31 each year) [See appendix to
prospectus for data in bar chart showing the annual total return]

Sales charges and taxes are not included in the calculations of return in this
bar chart, and if those charges and taxes were included, the returns may be less
than those shown. During the period shown in the bar chart, the highest return
(not annualized) before taxes for a calendar quarter was _____% (________) and
the lowest return (not annualized) before taxes for a calendar quarter was
_____% (-------).

Average Annual Total Returns 5 Years (or life 10 Years (or life
For the periods ended December 31, 2004 1 Year of class, if less) of class, if less)

Return Before Taxes % % %
Return After Taxes on Distributions % % %
Return After Taxes on Distributions
and Sale of Fund Shares % % %

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

S&P 500 Index (reflects no deduction % % %
for fees, expenses or taxes)

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

Class B Shares (inception 9/1/93) % % %

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

Class C Shares (inception 9/1/93) % % %

Class N Shares (inception 3/1/01) % %

Class Y Shares (inception 12/16/96) % % %

------------------------------------------------ ----------------- ------------------------ -------------------------
The Fund's average annual total returns include applicable sales charges: for
Class A, the current maximum initial sales charge of 5.75%; for Class B, the
contingent deferred sales charges of 5% (1-year) and 2% (5-year); and for Class
C and Class N, the 1% contingent deferred sales charge for the 1-year period.
There is no sales charge for Class Y shares. Because Class B shares convert to
Class A shares 72 months after purchase, Class B "life-of-class" performance
does not include any contingent deferred sales charge and uses Class A
performance for the period after conversion. The returns measure the performance
of a hypothetical account and assume that all dividends and capital gains
distributions have been reinvested in additional shares. The performance of the
Fund's shares is compared to the S&P 500 Index, an unmanaged index of equity
securities. The index performance includes reinvestment of income but does not
reflect transaction costs, fees, expenses or taxes. The Fund's investments will
vary from those in the index.

Fees and Expenses of the Fund

The following tables are provided to help you understand the fees and expenses
you may pay if you buy and hold shares of the Fund. The Fund pays a variety of
expenses directly for 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 values per share. All shareholders
therefore pay those expenses indirectly. Shareholders pay other transaction
expenses directly, such as sales charges. The numbers below are based on the
Fund's expenses during its fiscal year ended October 31, 2004.

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Shareholder Fees (charges paid directly from your investment):
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----------------------------------------------- ------------ ------------ ------------- ------------ -------------
Class A Class B Class C Class N Class Y
Shares Shares Shares Shares Shares
----------------------------------------------- ------------ ------------ ------------- ------------ -------------
----------------------------------------------- ------------ ------------ ------------- ------------ -------------
Maximum Sales Charge (Load) on 5.75% None None None None
purchases (as % of offering price)
----------------------------------------------- ------------ ------------ ------------- ------------ -------------
----------------------------------------------- ------------ ------------ ------------- ------------ -------------
Maximum Deferred Sales Charge
(Load) (as % of the lower of the
original offering price or None1 5%2 1%3 1%4 None
redemption proceeds)
----------------------------------------------- ------------ ------------ ------------- ------------ -------------

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

Management Fees % % % % %

Distribution and/or Service (12b-1) Fees % % % %

Other Expenses % % % % %

Total Annual Operating Expenses % % % % %

----------------------------------------------- ------------ ------------
------------- ------------ ------------- 1. A contingent deferred sales charge
may apply to redemptions of investments of $1 million or more ($500,000 for
certain retirement plan accounts) of Class A shares. See "How to Buy Shares" for
details.

2. Applies to redemptions in first year after purchase. The contingent deferred
sales charge declines from 5% to 1% in years one through six and is eliminated
after that.

3. Applies to shares redeemed within 12 months of purchase.

4. Applies to shares redeemed within 18 months of a retirement plan's first
purchase of Class N shares.

Effective January 1, 2005 the management fee schedule is revised as described
below in "How the Fund is Managed - The Manager - The Manager's Fee."
"Management Fees" in the table above assume that the revised management fee
schedule, effective January 1, 2005, was in effect for the Fund's fiscal year
ended October 31, 2004. During the fiscal year ended October 31, 2004, the
actual management fees were ____% for each class of shares and the "Total Annual
Operating Expenses" were _____% for Class A shares, ____% for Class B shares,
______% for Class C shares, ____% for Class N shares and ____% for Class Y
shares.

Effective January 1, 2003, the Board set the Class A asset-based sales charge to
zero resulting in a 12b-1 fee of 0.25%. Prior to that date, the asset-based
sales charge was 0.10% (as to Class A shares purchased on and after September 1,
1993) and 0.15% (as to Class A shares purchased prior to September 1, 1993), in
each case on average annual net assets representing Class A shares of the Fund.
For the Fund's fiscal year ended October 31, 2003 the actual 12b-1 fee was 0.26%
for Class A shares. The Board of Directors can set the rate of the asset-based
sales charge on Class A shares up to 0.25% of average annual net assets.

Expenses may vary in future years. "Other expenses" include transfer agent fees,
custodial fees, and accounting and legal expenses that the Fund pays. The
Transfer Agent has voluntarily undertaken to the Fund to limit the transfer
agent fees to 0.35% of average daily net assets per fiscal year for all classes.
That undertaking may be amended or withdrawn at any time without notice to
shareholders. For the Fund's fiscal year ended October 31, 2004, the transfer
agent fees did not exceed the expense limitation described above for Class A
shares.

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:

------------------------------------ --------------------- -------------------- ------------------ -------------------
If shares are redeemed: 1 Year 3 Years 5 Years 10 Years
------------------------------------ --------------------- -------------------- ------------------ -------------------
------------------------------------ --------------------- -------------------- ------------------ -------------------
Class A Shares $ $ $ $
------------------------------------ --------------------- -------------------- ------------------ -------------------
------------------------------------ --------------------- -------------------- ------------------ -------------------

Class B Shares $ $ $ $ 1

Class N Shares $ $ $ $

------------------------------------ --------------------- -------------------- ------------------ -------------------
If shares are not redeemed: 1 Year 3 Years 5 Years 10 Years
------------------------------------ --------------------- -------------------- ------------------ -------------------
------------------------------------ --------------------- -------------------- ------------------ -------------------
Class A Shares $ $ $ $
------------------------------------ --------------------- -------------------- ------------------ -------------------
------------------------------------ --------------------- -------------------- ------------------ -------------------

Class B Shares $ $ $ $ 1

Class N Shares $ $ $ $

In the first example, expenses include the initial sales charge for Class A and
the applicable Class B, Class C and Class N contingent deferred sales charges.
In the second example, the Class A expenses include the sales charge, but Class
B, Class C and Class N expenses do not include the contingent deferred sales
charges.

1. Class B expenses for years 7 through 10 are based on Class A expenses since
Class B shares automatically convert to Class A shares 72 months after purchase.

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 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 Statement of Additional Information contains more detailed
information about the Fund's investment policies and risks.

The Manager tries to reduce risks by carefully researching securities
before they are purchased and by diversifying the Fund's investments. That means
the Fund does not hold a substantial percentage of the stock of any one company
and does not invest too great a percentage of its assets in any one issuer. Also
under normal market conditions, the Fund does not concentrate 25% or more of its
investments in any one industry.

However, changes in the overall market prices of securities and the income
they pay can occur at any time. The share price of the Fund will change daily
based on changes in market prices of securities and market conditions, and in
response to other economic events.

Stock Investments. The Fund invests primarily in a diversified portfolio of
common stocks of issuers that may be of small, medium or large capitalization,
to seek capital growth. The Fund can invest in other equity securities,
including preferred stocks, rights and warrants, and securities convertible into
common stock. The Fund can buy securities issued by domestic or foreign
companies.

Preferred stocks, while a form of equity security, typically have a fixed
dividend that may cause their prices to behave more like those of debt
securities. If interest rates rise, the fixed dividend on preferred stocks may
be less attractive, causing the price of preferred stocks to decline. While many
convertible securities are debt securities, the Manager considers some of them
to be "equity equivalents" because of their conversion feature. In these cases,
their credit rating has less impact on the investment decision than in the case
of other debt securities. Convertible securities are subject to credit risk and
interest rate risk, discussed below.

The Fund can buy convertible securities rated as low as "B" by Moody's Investor
Services, Inc. or Standard & Poor's Rating Service or having comparable ratings
by other nationally recognized rating organizations (or, if they are unrated,
having a comparable rating assigned by the Manager). Those ratings are below
"investment grade" and the securities (commonly referred to as "junk bonds") are
subject to greater risk of default by the issuer than investment-grade
securities. These investments are subject to the Fund's policy of not investing
more than 10% of its net assets in debt securities.

Foreign Investing. The Fund can buy foreign securities that are listed on a
domestic or foreign stock exchange, traded in domestic or foreign
over-the-counter markets, or represented by American Depository Receipts.
Foreign investing has special risks, described below. The Fund can invest in
emerging markets which have greater risks than developed markets, such as less
developed trading markets and possibly less liquidity, unstable governments and
economies, and greater risks of nationalization and restrictions on foreign
ownership, making these investments more volatile than other foreign
investments. The Fund will hold foreign currency only in connection with buying
and selling foreign securities.

Risks of Foreign Investing. The Fund can buy securities issued by companies in
developed and underdeveloped countries. While the Fund has no limits on the
amounts it can invest in foreign securities, normally it does not expect to
invest substantial amounts of its assets in foreign securities. While foreign
securities may offer special investment opportunities, there are also special
risks.

The change in value of a foreign currency against the U.S. dollar will result in
a change in the U.S. dollar value of securities denominated in that foreign
currency. Foreign issuers are not subject to the same accounting and disclosure
requirements that U.S. companies are subject to. The value of foreign
investments may be affected by exchange control regulations, expropriation or
nationalization of a company's assets, foreign taxes, delays in settlement of
transactions, changes in governmental economic or monetary policy in the U.S. or
abroad, or other political and economic factors.

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

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

Debt Securities. The Fund can also invest in debt securities, such as U.S.
Government securities and domestic corporate bonds and debentures. Short-term
debt securities can be selected for liquidity pending the purchase of other
investments or to have cash to pay for redemptions of Fund shares.

The debt securities the Fund buys may be rated by nationally recognized rating
organizations or they may be unrated securities assigned an equivalent rating by
the Manager. The Fund's investments in debt securities, including convertible
debt securities, can be above or below investment grade in credit quality. The
Fund is not required to sell a security if its rating falls after the Fund buys
it. However, the Manager will monitor those investments to determine whether the
Fund should continue to hold them. Rating definitions of national rating
agencies are described in Appendix A to the Statement of Additional Information.

Money Market Instruments. For liquidity purposes, the Fund can also invest in
"money market instruments." These include U.S. Government securities and
high-quality corporate debt securities having a remaining maturity of one year
or less. They also include commercial paper, other short-term corporate debt
obligations, certificates of deposit, bankers' acceptances and repurchase
agreements.

Investing In Small, Unseasoned Companies. The Fund can invest up to 15% of its
total assets in securities of small, unseasoned companies. These are companies
that have been in continuous operation for less than three years, counting the
operations of any predecessors. These securities may have limited liquidity,
which means that the Fund could have difficulty selling them at an acceptable
price when it wants to. Their prices may be very volatile, especially in the
short term.

Illiquid and Restricted Securities. Investments may be illiquid because they do
not have an active trading market, making it difficult to value them or dispose
of them promptly at an acceptable price. Restricted securities may have terms
that limit their resale to other investors or may require registration under
applicable securities laws before they may be sold publicly. The Fund will not
invest more than 10% of its net assets in illiquid or restricted securities. The
Board can increase that limit to 15%. Certain restricted securities that are
eligible for resale to qualified institutional purchasers may not be subject to
that limit. The Manager monitors holdings of illiquid securities on an ongoing
basis to determine whether to sell any holdings to maintain adequate liquidity.

Hedging. The Fund may buy and sell certain kinds of futures contracts, put and
call options and forward contracts. These are all referred to as "hedging
instruments." In the broadest sense, hedging instruments the Fund might use may
be considered "derivative investments." In general terms, a derivative
investment is an investment contract whose value depends on (or is derived from)
the value of an underlying asset, interest rate or index. The Fund is not
required to use hedging instruments to seek its goal and does not make extensive
use of them.

Some of these strategies would hedge the Fund's portfolio against price
fluctuations. Other hedging strategies, such as buying futures and call options,
would tend to increase the Fund's exposure to the securities market.

Hedging involves risk. If the Manager used a hedging instrument at the wrong
time or judged market conditions incorrectly, the hedge might be unsuccessful
and the strategy could 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 or if it could not close out a position because of an
illiquid market for the future or option. Options trading involves the payment
of premiums and has special tax effects on the Fund.

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, although the Manager does not expect turnover to be
high. Increased portfolio turnover creates higher brokerage and transaction
costs for the Fund (and may reduce performance). If the Fund realizes capital
gains when it sells its portfolio investments, it must generally pay those gains
out to shareholders, increasing their taxable distributions. The Financial
Highlights table at the end of this Prospectus shows the Fund's portfolio
turnover rates during prior fiscal years.

Temporary Defensive and Interim Investments. In times of adverse or unstable
market, economic or political conditions, the Fund can invest up to 100% of its
assets in temporary defensive investments that are inconsistent with the Fund's
principal investment strategies. Generally they would be short-term U.S.
Government securities and the types of money market instruments described above.
The Fund can also hold these types of securities pending the investment of
proceeds from the sale of Fund shares or portfolio securities or to meet
anticipated redemptions of Fund shares. To the extent the Fund invests
defensively in these securities, it might not achieve its investment objective
of capital appreciation.

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

PORTFOLIO HOLDINGS. The Fund's portfolio holdings are included in the
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 makes disclosures of the portfolio securities holdings in
Statement of Investments under Form N-Q, filed with the Securities and Exchange
Commission (the "SEC") no later than 60 days after the close of the first and
third fiscal quarters. These additional quarterly filings are publicly available
at the Securities and Exchange Commission (the "SEC. Therefore, portfolio
holdings of the Fund are made publicly available no later than 60 days after the
close of the Fund's fiscal quarter.

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

How the Fund Is Managed

THE MANAGER. The Manager supervises the Fund's investment program and handles
its day-to-day business. The Manager carries out its duties, subject to the
policies established by the Board of Directors, under an investment advisory
agreement that states the Manager's responsibilities. The agreement sets the
fees paid by the Fund to the Manager and describes the expenses that the Fund
pays to conduct its business. The Manager became the Fund's investment advisor
on November 22, 1995, and assumed responsibility for day-to-day management of
the Fund's portfolio, on January 1, 2005. From November 22, 1995 to December 31,
2004, the Manager had engaged OpCap Advisors as the Fund's sub-advisor.

The Manager has been an investment advisor since 1960. The Manager and its
subsidiaries and controlled affiliates managed more than $___ billion in assets
as of December 31, 2004, including other Oppenheimer funds with more than ____
million shareholder accounts. The Manager is located at Two World Financial
Center, 225 Liberty Street, 11th Floor, New York, New York 10281-1008.

The Manager's Fees. Under the investment advisory agreement, effective January
1, 2005, the Fund pays the Manager an advisory fee at an annual rate that
declines as the Fund's assets grow: 0.75% of the first $200 million of average
annual net assets of the Fund, 0.72% of the next $200 million, 0.69% of the next
$200 million, 0.66% of the next $200 million, 0.60% of the next $700 million,
0.58% of the next $1 billion and 0.56% of average annual net assets in excess of
$2.5 billion. From January 1, 2004 through December 31, 2004, the annual
advisory fee rate was: 0.90% of the first $400 million of average annual net
assets of the Fund, 0.85% of the next $400 million, 0.80% of the next $400
million, 0.70% of the next $400 million, 0.65% of the next $400 million and
0.60% of average annual net assets in excess of $2 billion. From June 15, 2003
through December 31, 2003, the annual advisory fee rate was: 0.90% of the first
$400 million of average annual net assets of the Fund, 0.85% of the next $600
million, 0.80% of the next $2 billion, 0.70% of the next $1 billion, 0.65% of
the next $1 billion and 0.60% of average annual net assets in excess of $5
billion. The Fund's management fee for its last fiscal year ended October 31,
2004 was ____% of average annual net assets for each class of shares.

Portfolio Manager. As of January 1, 2005, the portfolio manager of the Fund is
Christopher Leavy. As of that date, he is the person primarily responsible for
the day-to-day management of the Fund's portfolio. Mr. Leavy is a Senior Vice
President of the Manager, Vice President of the Fund and serves as an officer
and portfolio manager of other portfolios in the OppenheimerFunds complex. Prior
to joining the Manager in September 2000, Mr. Leavy was a portfolio manager at
Morgan Stanley Dean Witter Investment Management (from 1997).

PENDING LITIGATION. Six law suits have been filed as putative derivative and
class actions against the Fund's investment Manager, Distributor and Transfer
Agent, some of the Oppenheimer funds including the Fund, and Directors or
Trustees of some of those funds, excluding those of the Fund. The complaints
allege that the Manager charged excessive fees for distribution and other costs,
improperly used assets of the funds in the form of directed brokerage
commissions and 12b-1 fees to pay brokers to promote sales of Oppenheimer funds,
and failed to properly disclose the use of fund assets to make those payments in
violation of the Investment Company Act and the Investment Advisers Act of 1940.
The complaints further allege that by permitting and/or participating in those
actions, the defendant Directors breached their fiduciary duties to fund
shareholders under the Investment Company Act and at common law. Those law suits
were filed on August 31, 2004, September 3, 2004, September 14, 2004, September
14, 2004, September 21, 2004 and September 22, 2004, in the U.S. District Court
for the Southern District of New York. By order dated October 27, 2004, these
six actions, and future related actions, were consolidated by the District Court
into a single consolidated proceeding in contemplation of the filing of a
superceding consolidated and amended complaint. The present complaints seek
unspecified compensatory and punitive damages, rescission of the funds'
investment advisory agreements, an accounting of all fees paid, and an award of
attorneys' fees and litigation expenses.

The Manager and the Distributor believe the claims asserted in these law
suits to be without merit, and intend to defend the suits vigorously. The
Manager and the Distributor do not believe that the pending actions are likely
to have a material adverse effect on the Fund or on their ability to perform
their respective investment advisory or distribution agreements with the Fund.

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 for that service.

Buying Shares Through the Distributor. Complete an OppenheimerFunds new account
application and return it with a check payable to "OppenheimerFunds Distributor,
Inc." Mail it to P.O. Box 5270, Denver, Colorado 80217. If you don't list a
dealer on the application, the Distributor will act as your agent in buying the
shares. However, we recommend that you discuss your investment with a financial
advisor before you make a purchase to be sure that the Fund is appropriate for
you.

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

o Buying Shares Through OppenheimerFunds AccountLink. With AccountLink, you pay
for shares by electronic funds transfers from your bank account. Shares are
purchased for your account by a transfer of money from your bank account through
the Automated Clearing House (ACH) system. You can provide those instructions
automatically, under an Asset Builder Plan, described below, or by telephone
instructions using OppenheimerFunds PhoneLink, also described below. Please
refer to "AccountLink," below for more details.

o Buying Shares Through Asset Builder Plans. You may purchase shares of the Fund
automatically each month from your account at a bank or other financial
institution under an Asset Builder Plan with AccountLink. Details are in the
Asset Builder application and the Statement of Additional Information.

WHAT IS THE MINIMUM AMOUNT YOU MUST INVEST? In most cases, you can buy Fund
shares with a minimum initial investment of $1,000 and make additional
investments at any time with as little as $50. There are reduced minimums
available under the following special investment plans:

o If you establish one of the many types of retirement plan accounts that
OppenheimerFunds offers, more fully described below under "Special Investor
Services," you can start your account with as little as $500.

o By using an Asset Builder Plan or Automatic Exchange Plan (details are in the
Statement of Additional Information), or government allotment plan, you can make
subsequent investments (after making the initial investment of $500) for as
little as $50. For any type of account established under one of these plans
prior to November 1, 2002, the minimum additional investment will remain $25.

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.

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.

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 "Exchange"), on each day the
Exchange is open for trading (referred to in this Prospectus as a "regular
business day"). The Exchange normally closes at 4:00 P.M., Eastern time, but may
close earlier on some days. All references to time in this Prospectus mean
"Eastern time."

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

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 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. Those may include events
affecting specific issuers (for example, a halt in trading of the securities of
an issuer on an exchange during the trading day) or events affecting securities
markets (for example, a foreign securities market closes early because of a
natural disaster).

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

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

The Offering Price. To receive the offering price for a particular day, in most
cases the Distributor or its designated agent must receive your order by the
time the Exchange closes that day. If your order is received on a day when the
Exchange 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 a dealer, your dealer must
receive the order by the close of the Exchange and transmit it to the
Distributor so that it is received before the Distributor's close of business on
a regular business day (normally 5:00 P.M.) to receive that day's offering
price, unless your dealer has made alternative arrangements with the
Distributor. Otherwise, the order will receive the next offering price that is
determined.

WHAT CLASSES OF SHARES DOES THE FUND OFFER? The Fund offers investors five
different classes of shares. The different classes of shares represent
investments in the same portfolio of securities, but the classes are subject to
different expenses and will likely have different share prices. When you buy
shares, be sure to

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

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

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

Class N Shares. If you buy Class N shares (available only through certain
retirement plans), you pay no sales charge at the time of purchase, but you will
pay an annual asset-based sales charge. If you sell your shares within 18 months
of the retirement plan's first purchase of Class N shares, you may pay a
contingent deferred sales charge of 1.0%, as described in "How Can You Buy Class
N Shares?" below.

Class Y Shares. Class Y shares are offered only to certain institutional
investors that have a special agreement with the Distributor.

WHICH CLASS OF SHARES SHOULD YOU CHOOSE? Once you decide that the Fund is an
appropriate investment for you, the decision as to which class of shares is best
suited to your needs depends on a number of factors that you should discuss with
your financial advisor. Some factors to consider are how much you plan to invest
and how long you plan to hold your investment. If your goals and objectives
change over time 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
advisor before making that choice.

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

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

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

If you invest $1 million or more, in most cases Class A shares will be the most
advantageous choice, no matter how long you intend to hold your shares. For that
reason, the Distributor normally will not accept purchase orders of $250,000 or
more of Class B shares or $1 million or more of Class C shares from a single
investor. Dealers or other financial intermediaries purchasing shares for their
customers in omnibus accounts are responsible for compliance with those limits.

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

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

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

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

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

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

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

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

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

o Right of Accumulation. To reduce the Class A front-end sales charge under the
rates in the table above that apply to larger purchases, you can add to the
amount of your current purchase the value of investments currently being made by
you and your spouse (or previously made by you and your spouse and still held)
in Class A and Class B shares of the Fund and other Oppenheimer funds (a list is
in the Statement of Additional Information under "How to Buy Shares - The
Oppenheimer Funds"). You may not include Class A shares of Oppenheimer Money
Market Fund, Inc. or Oppenheimer Cash Reserves on which you did not pay a sales
charge for this purpose. In totaling your holdings, you may count shares held in
your individual accounts (including IRAs and 403(b) 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 (including employee
benefit plans for the same employer) that has multiple accounts. To qualify for
this Right of Accumulation, if you are buying shares directly from the Fund you
must inform the Fund's Distributor of your eligibility and holdings at the time
of your purchase. If you are buying shares through your financial intermediary
you must notify your intermediary of your eligibility for this Right of
Accumulation at the time of your purchase. To count shares of eligible
Oppenheimer funds held in accounts at other intermediaries under this Right of
Accumulation, you may be requested to provide the Distributor or your current
intermediary (depending on the way you are buying your shares) a copy of each
account statement showing your current holdings of the Fund or other eligible
Oppenheimer funds, including statements for accounts held by you and your spouse
or in retirement plans or trust or custodial accounts for minor children as
described above. The Distributor or intermediary through which you are buying
shares will combine the value of all your eligible Oppenheimer fund accounts
based on the current offering price per share to determine what Class A sales
charge breakpoints you may qualify for on your current purchase.

o Letters of Intent. You may also reduce the Class A front-end sales charge on
current purchases of shares of the Fund under the rates in the table above by
submitting a Letter of Intent to the Distributor. A Letter of Intent is a
written statement of your intention to purchase Class A and/or Class B shares of
the Fund (and other Oppenheimer funds except Class A shares of Oppenheimer Money
Market Fund and Oppenheimer Cash Reserves) over a 13-month period. The total
amount of your intended purchases of Class A and Class B shares will determine
the reduced sales charge rate that will apply to Class A shares of the Fund
purchased during that period. You can include purchases made up to 90 days
before the date of the Letter. Submitting a Letter of Intent does not obligate
you to purchase the specified amount of shares. You can also apply the Right of
Accumulation to these purchases.

If you do not complete 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.

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 without a sales charge, at the net asset value per
share in effect on the payable date. You must notify the Transfer Agent in
writing to elect this option and must have an existing account in the fund
selected for reinvestment.

o Exchanges of Shares. Shares of the Fund may be exchanged for shares of certain
other Oppenheimer funds at net asset value per share at the time of exchange,
without sales charge, and shares of the Fund can be purchased by exchange of
shares of certain other Oppenheimer funds on the same basis. Please refer to
"How to Exchange Shares" in this Prospectus and in the Statement of Additional
Information for more details, including a discussion of circumstances in which
sales charges may apply on exchanges.

o Reinvestment Privilege. Within six months of a redemption of certain Class A
and Class B shares, the proceeds may be reinvested in Class A shares of the Fund
without 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 for that privilege at the time of reinvestment and
must identify the account from which the redemption was made.

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 classes of investors (primarily retirement plans that purchase
shares in special programs through the Distributor). These are described in
greater detail in Appendix C to the Statement of Additional Information, which
is also available on the OppenheimerFunds website, at www.oppenheimerfunds.com
(under the hyperlinks "Access Accounts and Services - Investor Service Center").
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 notify the Transfer
Agent with at the time of redeeming shares for those waivers that apply to
contingent deferred sales charges.

o Purchases by Certain Retirement Plans. There is no initial sales charge on
purchases of Class A shares of the Fund by (1) retirement plans that have $10
million or more in plan assets and that have entered into a special agreement
with the Distributor and by (2) retirement plans that are part of a retirement
plan product or platform offered by banks, broker-dealers, financial advisors,
insurance companies or record-keepers that have entered into a special agreement
with the Distributor for this purpose. The Distributor currently pays dealers of
record concessions in an amount equal to 0.25% of the purchase price of Class A
shares by those retirement plans from its own resources at the time of sale,
subject to certain exceptions described in "Retirement Plans" in the Statement
of Additional Information. No contingent deferred sales charge is charged upon
the redemption of such shares.

Class A Contingent Deferred Sales Charge. There is no initial sales charge on
purchases of Class A shares of any one or more of the Oppenheimer funds
aggregating $1 million or more, or on purchases of Class A shares by certain
retirement plans that satisfied certain requirements prior to March 1, 2001
("grandfathered retirement accounts"). However, those Class A shares may be
subject to a Class A contingent deferred sales charge, as described below.
Retirement plans holding shares of Oppenheimer funds in an omnibus account(s)
for the benefit of plan participants in the name of a fiduciary or financial
intermediary (other than OppenheimerFunds-sponsored Single DB Plus plans) are
not permitted to make initial purchases of Class A shares subject to a
contingent deferred sales charge. The Distributor pays dealers of record
concessions in an amount equal to 1.0% of purchases of $1 million or more other
than purchases by grandfathered retirement accounts. For grandfathered
retirement accounts, the concession is 0.75% of the first $2.5 million of
purchases plus 0.25% of purchases in excess of $2.5 million. In either case, the
concession will not be paid on purchases of shares by exchange or that were
previously subject to a front-end sales charge and dealer concession. If you
redeem any of those shares within an 18-month "holding period" measured from the
beginning of the calendar month of their purchase, a contingent deferred sales
charge (called the "Class A contingent deferred sales charge") may be deducted
from the redemption proceeds. That sales charge will be equal to 1.0% of the
lesser of:

o the aggregate net asset value of the redeemed shares at the time of redemption
(excluding shares purchased by reinvestment of dividends or capital gain
distributions); or

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

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 Redemptions
Which Purchase Order was Accepted in That Year (As % of Amount Subject to Charge)

-------------------------------------------------- -----------------------------------------------------------------
-------------------------------------------------- -----------------------------------------------------------------
0 - 1 5.0%
-------------------------------------------------- -----------------------------------------------------------------
-------------------------------------------------- -----------------------------------------------------------------
1 - 2 4.0%
-------------------------------------------------- -----------------------------------------------------------------
-------------------------------------------------- -----------------------------------------------------------------
2 - 3 3.0%
-------------------------------------------------- -----------------------------------------------------------------
-------------------------------------------------- -----------------------------------------------------------------
3 - 4 3.0%
-------------------------------------------------- -----------------------------------------------------------------
-------------------------------------------------- -----------------------------------------------------------------
4 - 5 2.0%
-------------------------------------------------- -----------------------------------------------------------------
-------------------------------------------------- -----------------------------------------------------------------
5 - 6 1.0%
-------------------------------------------------- -----------------------------------------------------------------
-------------------------------------------------- -----------------------------------------------------------------
More than 6 None
-------------------------------------------------- -----------------------------------------------------------------

In the table, a "year" is a 12-month period. In applying the contingent deferred
sales charge, all purchases are considered to have been made on the first
regular business day of the month in which the purchase was made.

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

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

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

Class N shares are sold at net asset value without an initial sales charge.
A contingent deferred sales charge of 1.0% will be imposed upon the redemption
of Class N shares, if:

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

o With respect to an IRA or 403(b) plan, Class N shares are redeemed within
18 months of the plan's first purchase of Class N shares of any Oppenheimer
fund.

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

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

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

DISTRIBUTION AND SERVICE (12b-1) PLANS.

Service Plan for Class A Shares. The Fund has adopted a Service Plan for Class A
shares. It reimburses the Distributor for a portion of its costs incurred for
services provided to accounts that hold Class A shares. Reimbursement is made
quarterly at an annual rate of up to 0.25% of the average annual net assets of
Class A shares of the Fund. The Distributor currently uses all of those fees to
pay dealers, brokers, banks and other financial institutions quarterly for
providing personal service and maintenance of accounts of their customers that
hold Class A shares. With respect to Class A shares subject to a Class A
contingent deferred sales charge purchased by grandfathered retirement accounts,
the Distributor pays the 0.25% service fee to dealers in advance for the first
year after the shares are sold by the dealer. The Distributor retains the first
year's service fee paid by the Fund. After the shares have been held by
grandfathered retirement accounts for a year, the Distributor pays the service
fee to dealers on a quarterly basis.

Distribution and Service Plan for Class A Shares. The Fund has adopted a
Distribution and Service Plan for Class A shares. The plan also provides for the
Fund to pay an asset-based sales charge to the Distributor at an annual rate of
0.25% of average annual net assets of Class A shares the Fund (the Board of
Directors has set that rate at zero). The Fund pays a service fee to the
Distributor of 0.25% of the average annual net assets of Class A shares. The
Distributor currently uses all of the service fee to pay dealers, brokers, banks
and other financial institutions quarterly for providing personal service and
maintenance of accounts of their customers that hold Class A shares. Prior to
January 1, 2003, the Fund paid the Distributor an annual asset-based sales
charge equal to 0.15% of average annual net assets representing Class A shares
purchased before September 1, 1993, and 0.10% of average annual net assets
representing Class A shares purchased on or after that date. The Distributor
paid the entire asset-based sales charge to brokers.

With respect to Class A shares subject to a Class A contingent deferred sales
charge purchased by grandfathered retirement accounts, the Distributor pays the
0.25% service fee to dealers in advance for the first year after the shares are
sold by the dealer. The Distributor retains the first year's service fee paid by
the Fund. After the shares have been held by grandfathered retirement accounts
for a year, the Distributor pays the service fee to dealers on a quarterly
basis.

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

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

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

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

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

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

Under certain circumstances, the Distributor will pay the full Class B, Class C
or Class N asset-based sales charge and 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.

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

In addition, the Manager and the Distributor may make substantial payments to
dealers or other financial intermediaries and service providers for distribution
and/or shareholder servicing activities, out of their own resources, including
the profits from the advisory fees the Manager receives from the Fund. Some of
these distribution-related payments may be made to dealers or financial
intermediaries for marketing, promotional or related expenses; these payments
are often referred to as "revenue sharing." In some circumstances, those types
of 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. You should ask your dealer or financial
intermediary for more details about any such payments it receives.

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 of bank account information must be made by signature-guaranteed
instructions to the Transfer Agent signed by all shareholders who own the
account.

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

Purchasing Shares. You may purchase shares in amounts up to $100,000 by phone,
by calling 1.800.225.5677. You must have established AccountLink privileges to
link your bank account with the Fund to pay for these purchases.

Exchanging Shares. With the OppenheimerFunds Exchange Privilege, described
below, you can exchange shares automatically by phone from your Fund account to
another OppenheimerFunds account you have already established by calling the
special PhoneLink number.

Selling Shares. You can redeem shares by telephone automatically by calling
the PhoneLink number and the Fund will send the proceeds directly to your
AccountLink bank account. Please refer to "How to Sell Shares," below for
details.

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

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

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

RETIREMENT PLANS. You may buy shares of the Fund for your retirement plan
account. If you participate in a plan sponsored by your employer, the plan
trustee or administrator must buy the shares for your plan account. The
Distributor also offers a number of different retirement plans that
individuals and employers can use: Individual Retirement Accounts (IRAs).
These include regular IRAs, Roth IRAs, SIMPLE IRAs and rollover IRAs.
SEP-IRAs. These are Simplified Employee Pension Plan IRAs for small
business owners or self-employed individuals.

403(b)(7) Custodial Plans. These are tax-deferred plans for employees of
eligible tax-exempt organizations, such as schools, hospitals and
charitable organizations.

401(k) Plans. These are special retirement plans for businesses.

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

Please call the Distributor for OppenheimerFunds retirement plan documents,
which include applications and important plan information.

How to Sell Shares

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

Certain Requests Require a Signature Guarantee. To protect you and the Fund
from fraud, the following redemption requests must be in writing and must
include a signature guarantee (although there may be other situations that
also require a signature guarantee):

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

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

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

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

o Shares are being redeemed by someone (such as an Executor) other than the
owners.

Where Can You Have Your Signature Guaranteed? The Transfer Agent will
accept a guarantee of your signature by a number of financial institutions,
including:

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

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

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

o a U.S. national securities exchange, a registered securities association
or a clearing agency. If you are signing on behalf of a corporation,
partnership or other business or as a fiduciary, you must also include your
title in the signature.

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

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

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

asking to sell the shares.

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

HOW DO you SELL SHARES BY TELEPHONE? You and your dealer representative of
record may also sell your shares by telephone. To receive the redemption
price calculated on a particular regular business day, your call must be
received by the Transfer Agent by the close of the Exchange that day, which
is normally 4:00 P.M., but may be earlier on some days. You may not redeem
shares held in an OppenheimerFunds-sponsored qualified retirement plan
account or under a share certificate by telephone.

o To redeem shares through a service representative or automatically on
PhoneLink, call 1.800.225.5677. Whichever method you use, you may have a
check sent to the address on the account statement, or, if you have linked
your Fund account to your bank account on AccountLink, you may have the
proceeds sent to that bank account.

Are There Limits on Amounts Redeemed by Telephone?

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

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

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

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

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

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

o the amount of your account value represented by an increase in net asset
value over the initial purchase price,

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

o shares redeemed in the special circumstances described in Appendix C 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

To exchange shares, you must meet several conditions:

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

o The prospectuses of both funds must offer the exchange privilege.

o You must hold the shares you buy when you establish your account for at
least seven days before you can

exchange them. After the account is open seven days, you can exchange
shares any regular business day.

o You must meet the minimum purchase requirements for the fund whose shares
you purchase by exchange.

o Before exchanging into a fund, you must obtain and read its prospectus.

Shares of a particular class of the Fund may be exchanged only for shares
of the same class in the other Oppenheimer funds. For example, you can exchange
Class A shares of this Fund only for Class A shares of another fund. In some
cases, sales charges may be imposed on exchange transactions. For tax purposes,
exchanges of shares involve a sale of the shares of the fund you own and a
purchase of the shares of the other fund, which may result in a capital gain or
loss. Please refer to "How to Exchange Shares" in the Statement of Additional
Information for more details.

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

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

Written Exchange Requests. Submit an OppenheimerFunds Exchange Request
form, signed by all owners of the account. Send it to the Transfer Agent at
the address on the back cover. Exchanges of shares held under certificates
cannot be processed unless the Transfer Agent receives the certificates
with the request.

Telephone Exchange Requests. Telephone exchange requests may be made either
by calling a service representative or by using PhoneLink for automated
exchanges by calling 1.800.225.5677. Telephone exchanges may be made only
between accounts that are registered with the same name(s) and address.
Shares held under certificates may not be exchanged by telephone.

ARE THERE LIMITATIONS ON FREQUENT PURCHASES, REDEMPTIONS AND EXCHANGES?
There are certain exchange policies you should be aware of:

o The interests of the Fund's shareholders and the Fund's ability to manage
its investments may be adversely affected when its shares are repeatedly
exchanged over the short term. When large dollar amounts are involved, the
Fund's implementation of its investment strategies may be negatively
affected or the Fund might have to raise or retain more cash than the
portfolio manager would normally retain, to meet unanticipated redemptions.
Frequent exchange activity also may force the Fund to sell portfolio
securities at disadvantageous times to raise the cash needed to meet those
exchange requests. These factors might hurt the Fund's performance.

The Board of Directors has adopted a policy that beginning on or about
________, 2005, would allow shareholders to exchange (either their full or
partial account balance) from one fund account to another fund account once
in any 30-day calendar period. When shares are exchanged into an account,
that account would be "blocked" from allowing further exchanges for a
period of 30 calendar days from the date of the exchange. This block will
apply to the full account balance and not just to the value of the amount
exchanged into that account. For example, if a shareholder exchanged $1,000
from one fund into an account in another fund where the shareholder already
owned shares worth $10,000, then following the exchange the full $11,000 in
the account that the shares exchanged into would be blocked from exchange
for a period of 30 calendar days.

o A shareholder would be permitted to exchange shares from a stock or bond
fund into a money market fund at anytime, even if the shareholder had
exchanged shares into the stock or bond fund in the prior 30 days. However,
all of the shares of the money market fund would then be blocked from
further exchange for 30 calendar days from the date of the exchange into
the money market fund.

o Shareholders would be permitted to redeem their shares at any time
subject to the terms of this prospectus.

o This policy would not apply to (a) accounts held in omnibus accounts in
the name of a broker-dealer or other financial institution, or (b) omnibus
accounts held in the name of a retirement 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 monitor
overall purchase and redemption activity in those accounts to seek to
identify patterns of excess activity that may suggest excessive purchase,
redemption or exchange activity at the underlying owner level (for example,
monitoring for annualized purchases and redemptions exceeding a percentage
of the assets held in the account). The intermediary or administrator will
be notified and asked to review account activity, and to confirm to the
transfer agent and the fund that appropriate action has been taken to
curtail the activity.

o The reinvestment of dividends or distributions from one fund into shares
of another fund and/or the conversion of Class B shares into Class A shares
will not be counted as an exchange for purposes of imposing the 30 day
limit.

o When the Transfer Agent in its discretion believes frequent trading
activity by any person, group or account would have a disruptive effect on
the Fund's ability to manage its investments, the Fund and the Transfer
Agent may reject purchase orders and/or exchanges into the Fund. This is
true even if the exchange activity has not exceeded the exchange policy
outlined above. The history of frequent trading activity in all accounts
known by the Transfer Agent to be under common ownership or control within
the OppenheimerFunds complex may be considered by the Transfer Agent, with
respect to the review of frequent trading involving this Fund as part of
the Transfer Agent's procedures to detect and deter excessive exchange
activity.

o There is no guarantee that the limitations described above will be
sufficient to identify or curtail excessive trading activity. Additionally,
there is no guarantee that the Transfer Agent will be able to detect
frequent exchange activity conducted by the underlying owners of shares
held in omnibus accounts, and therefore might not be able to effectively
prevent frequent exchange activity in those accounts. There is no guarantee
that the Transfer Agent's controls and procedures will be successful to
identify investors who engage in excessive trading activity or to curtail
that activity.

o The Fund permits dealers or financial intermediaries to submit exchange
requests on behalf of their customers (unless the customer has revoked that
authority). The Manager, the Distributor and/or the Transfer Agent have
agreements with a limited number of broker-dealers and investment advisers
permitting them to submit exchange orders in bulk on behalf of their
clients, provided that those broker-dealers or advisers follow the exchange
policy as stated above and agree to certain additional restrictions on
their exchange activity (which are more stringent than the restrictions
that apply to other shareholders). Those restrictions include limitations
on the funds available for exchanges, the requirement to give advance
notice of exchanges to the Transfer Agent, and limits on the amount of
client assets that may be invested in a particular fund. The Fund and its
Transfer Agent may restrict or refuse bulk exchange requests submitted by a
financial intermediary on behalf of a large number of accounts (including
pursuant to the arrangements described above) if, in the Transfer Agent's
judgment exercised in its discretion, those exchanges would be disruptive
to either fund in the exchange transaction.

o Shares are redeemed from one fund and are normally purchased from the
other fund in the same transaction 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 account) receives an exchange
request that conforms to the policies described above. It must be received
by the close of the Exchange that day, which is normally 4:00 P.M. but may
be earlier on some days. The Transfer Agent may delay the reinvestment of
the proceeds of an exchange up to seven days if it determines in its
discretion that an earlier transmittal of the redemption proceeds to the
receiving fund would be detrimental to the Fund from which the exchange is
made or to the receiving fund.

o The Fund may amend, suspend or terminate the exchange privilege at any
time. The Fund may refuse any purchase and/or exchange order and is
currently not obligated to provide notice before rejecting such an order.
The Fund reserves the right to reject telephone or written exchange
requests submitted in bulk by anyone on behalf of more than one account.

o If the Transfer Agent cannot exchange all the shares you request because
of a restriction cited above, only the shares eligible for exchange will be
exchanged.

Shareholder Account Rules and Policies

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

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 on or about the second to last "regular
business day" of September. See the Statement of Additional Information
(shareholders may visit the OppenheimerFunds website) 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 Directors 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 SEC, payment may be delayed or suspended. For accounts
registered in the name of a broker-dealer, payment will normally be
forwarded within three business days after redemption.

The Transfer Agent may delay processing any type of redemption payment as
described under "How to Sell Shares" for recently purchased shares, but
only until the purchase payment has cleared. That delay may be as much as
10 days from the date the shares were purchased. That delay may be avoided
if you purchase shares by Federal Funds wire or certified check, or arrange
with your bank to provide telephone or written assurance to the Transfer
Agent that your purchase payment has cleared.

Involuntary redemptions of small accounts may be made by the Fund if the
account value has fallen below $500 for reasons other than the fact that
the market value of shares has dropped. In some cases, involuntary
redemptions may be made to repay the Distributor for losses from the
cancellation of share purchase orders.

Shares may be "redeemed in kind" under unusual circumstances (such as a
lack of liquidity in the Fund's portfolio to meet redemptions). This means
that the redemption proceeds will be paid with liquid securities from the
Fund's portfolio. 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 within 30 days after the Transfer Agent
receives your request to stop householding.

Dividends, Capital Gains and Taxes

Dividends. The Fund intends to declare dividends separately for each class
of shares from net investment income on an annual basis and to pay them to
shareholders in December on a date selected by the Board of Directors.
Dividends and distributions paid to Class A and Class Y shares will
generally be higher than dividends for Class B, Class C and Class N shares,
which normally have higher expenses than Class A and Class Y shares. The
Fund has no fixed dividend rate and cannot guarantee that it will pay any
dividends or distributions.

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

WHAT CHOICES DO YOU HAVE FOR RECEIVING DISTRIBUTIONS? When you open your
account, specify on your application how you want to receive your dividends
and distributions. You have four options:

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

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

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

Reinvest Your Distributions in Another OppenheimerFunds Account. You can
reinvest all distributions in the same class of shares of another
OppenheimerFunds account you have established.

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

Every year the Fund will send you and the IRS a statement showing the
amount of any taxable distribution you received in the previous year. Any
long-term capital gains will be separately identified in the tax information the
Fund sends you after the end of the calendar year.

The Fund intends each year to qualify as a "regulated investment company"
under the Internal Revenue Code, but reserves the right not to qualify. It
qualified during its last fiscal year. 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.

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

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

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

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

Financial Highlights

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

INFORMATION AND SERVICES

For More Information on Oppenheimer Quest Value Fund, Inc.SM

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
------------------------------------------- ---------------------------------------------------------------------
------------------------------------------- ---------------------------------------------------------------------
On the Internet: You can send us a request by e-mail or read or download documents
on the OppenheimerFunds website: www.oppenheimerfunds.com
------------------------
------------------------------------------- ---------------------------------------------------------------------

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

The Fund's shares are distributed by: [logo] OppenheimerFunds Distributor, Inc.
The Fund's SEC File No.: 811-2944

PR0225.001.0205
Printed on recycled paper

Appendix to Prospectus of

Oppenheimer Quest Value Fund, Inc.

Graphic Material included in the Prospectus of Oppenheimer Quest Value
Fund, Inc. (the "Fund") under the heading: "Annual Total Returns (Class A) (as
of 12/31 each year)":

A bar chart will be included in the Prospectus of the Fund depicting the
annual total returns of a hypothetical investment in Class A shares of the Fund
for the past ten calendar years, without deducting sales charges or taxes. Set
forth below are the relevant data points that will appear on the bar chart.

Calendar Annual

Year Total
Ended Return
----- ------

12/31/95 37.11%
12/31/96 25.57%
12/31/97 26.50%
12/31/98 9.47%
12/31/99 -0.04%
12/31/00 12.97%
12/31/01 -7.88%
12/31/02 18.88%

12/31/03
12/31/04

Oppenheimer Quest Value Fund, Inc. SM

6803 S. Tucson Way, Centennial, Colorado 80112-3924
1.800.225.5677

Statement of Additional Information dated February 28, 2005

This Statement of Additional Information is not a Prospectus. This document
contains additional information about the Fund and supplements information
in the Prospectus dated February 28, 2005. It should be read together with
the Prospectus, which may be obtained by writing to the Fund's Transfer
Agent, OppenheimerFunds Services, at P.O. Box 5270, Denver, Colorado 80217,
or by calling the Transfer Agent at the toll-free number shown above, or by
downloading it from the OppenheimerFunds Internet website at
www.oppenheimerfunds.com.

Contents
Page
About the Fund

Additional Information About the Fund's Investment Policies and Risks.... 2
The Fund's Investment Policies...................................... 2
Other Investment Techniques and Strategies............................
Other Investment Restrictions.........................................
Disclosure of Portfolio Holdings......................................

How the Fund is Managed....................................................
Board of Directors and Oversight Committees...........................
Directors and Officers of the Fund....................................
The Manager...........................................................
Brokerage Policies of the Fund.............................................
Distribution and Service Plans.............................................
Performance of the Fund....................................................

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

Financial Information About the Fund
Independent Auditors' Report.................................................
Financial Statements.........................................................

Appendix A: Ratings Definitions........................................... A-1
Appendix B: Corporate Industry Classifications............................ B-1
Appendix C: Special Sales Charge Arrangements and Waivers................. C-1

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

Additional Information About the Fund's Investment Policies and Risks

The investment objective, the principal investment policies and the main
risks of the Fund are described in the Prospectus. This Statement of
Additional Information contains supplemental information about those
policies and risks and the types of securities that the Fund's investment
Manager, OppenheimerFunds, Inc. (the "Manager"), can select for the Fund.
Additional information is also provided about the strategies that the Fund
may use to try to achieve its objective.

The Fund's Investment Policies. The composition of the Fund's portfolio and
the techniques and strategies that the 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 in seeking
its objective. It may use some of the special investment techniques and
strategies at some times or not at all.

In selecting securities for the Fund's portfolio, the portfolio manager
evaluates the merits of particular securities primarily through the exercise of
its own investment analysis. In the case of corporate issuers, that process may
include, among other things, evaluation of the issuer's historical operations,
prospects for the industry of which the issuer is part, the issuer's financial
condition, its pending product developments and business (and those of
competitors), the effect of general market and economic conditions on the
issuer's business, and legislative proposals that might affect the issuer. In
the case of foreign securities, when evaluating the securities of issuers in a
particular country, the manager may also consider the conditions of a particular
country's economy in relation to the U.S. economy or other foreign economies,
general political conditions in a country or region, the effect of taxes, the
efficiencies and costs of particular markets and other factors.

|X| Investments in Equity Securities. The Fund does not limit its
investments in equity securities to issuers having a market capitalization of a
specified size or range, and while it emphasizes securities of medium- and
large-capitalization issuers, the Fund can also invest in securities of
small-capitalization issuers. At times, the Fund may increase the relative
emphasis of its equity investments in securities of one or more capitalization
ranges, based upon the Manager's judgment of where the best market opportunities
are to seek the Fund's objective. At times, the market may favor or disfavor
securities of issuers of a particular capitalization range, and securities of
small-capitalization issuers may be subject to greater price volatility in
general than securities of larger companies. Therefore, if the Fund has
substantial investments in smaller-capitalization companies at times of market
volatility, the Fund's share price could fluctuate more than that of funds
focusing on larger-capitalization issuers.

|_| Value Investing. In selecting equity investments for the Fund's
portfolio, the portfolio manager currently uses a value investing style. In
using a value approach, the portfolio manager seeks stock and other equity
securities that appear to be temporarily undervalued by various measures, such
as price/earnings ratios. This approach is subject to change and may not
necessarily be used in all cases. Value investing seeks stocks having prices
that are low in relation to their real worth or future prospects, in the hope
that the Fund will realize appreciation in the value of its holdings when other
investors realize the intrinsic value of the stock.

Using value investing requires research as to the issuer's underlying
financial condition and prospects. Some of the measures used to identify these
securities include, among others:

|_| Price/Earnings ratio, which is the stock's price divided by its
earnings per share. A stock having a price/earnings ratio lower than its
historical range, or the market as a whole or that of similar companies,
may offer attractive investment opportunities.

|_| Price/book value ratio, which is the stock price divided by the book
value of the company per share, which measures the company's stock price in
relation to its asset value.

|_| Dividend Yield is measured by dividing the annual dividend by the stock
price per share.

|_| Valuation of Assets, which compares the stock price to the value of the
company's underlying assets, including their projected value in the
marketplace and liquidation value.

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

If interest rates rise, the fixed dividend on preferred stocks may be less
attractive, causing the price of preferred stocks to decline. Preferred stock
may have mandatory sinking fund provisions, as well as provisions allowing calls
or redemptions prior to maturity, which can also have a negative impact on
prices when interest rates decline. Preferred stock generally has a preference
over common stock on the distribution of a corporation's assets in the event of
liquidation of the corporation. The rights of preferred stock on distribution of
a corporation's assets in the event of a liquidation are generally subordinate
to the rights associated with a corporation's debt securities.

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

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

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

While some convertible securities are a form of debt security, in many
cases their conversion feature (allowing conversion into equity securities)
causes the Manager to regard them more as "equity equivalents." As a result, the
credit rating assigned to the security has less impact on the Manager's
investment decision with respect to convertible securities than in the case of
non-convertible fixed income securities. Convertible securities are subject to
the credit risks and interest rate risks described below. To determine whether
convertible securities should be regarded as "equity equivalents," the Manager
may examine the following factors:

(1) whether, at the option of the investor, the convertible security can be
exchanged for a fixed number of shares of common stock of the issuer,

(2) whether the issuer of the convertible securities has restated its
earnings per share of common stock on a fully diluted basis (considering
the effect of conversion of the convertible securities), and

(3) the extent to which the convertible security may be a defensive "equity
substitute," providing the ability to participate in any appreciation in
the price of the issuer's common stock.

|X| Foreign Securities. The Fund can purchase equity and debt securities
issued by foreign companies or foreign governments or their agencies. "Foreign
securities" include equity and debt securities of companies organized under the
laws of countries other than the United States and debt securities of foreign
governments and their agencies and instrumentalities. They may be traded on
foreign securities exchanges or in the foreign over-the-counter markets.

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

Because the Fund can purchase securities denominated in foreign currencies,
a change in the value of a foreign currency against the U.S. dollar could result
in a change in the amount of income the Fund has available for distribution.
Because a portion of the Fund's investment income may be received in foreign
currencies, the Fund will be required to compute its income in U.S. dollars for
distribution to shareholders, and therefore the Fund will absorb the cost of
currency fluctuations. After the Fund has distributed income, subsequent foreign
currency losses may result in the Fund's having distributed more income in a
particular fiscal period than was available from investment income, which could
result in a return of capital to shareholders.

Investing in foreign securities offers potential benefits not available
from investing solely in securities of domestic issuers. They include the
opportunity to invest in foreign issuers that appear to offer growth potential,
or in foreign countries with economic policies or business cycles different from
those of the U.S., or to reduce fluctuations in portfolio value by taking
advantage of foreign stock markets that do not move in a manner parallel to U.S.
markets. The Fund will hold foreign currency only in connection with the
purchase or sale of foreign securities.

|_| Foreign Debt Obligations. The debt obligations of foreign governments
and their agencies and instrumentalities may or may not be supported by the full
faith and credit of the foreign government. The Fund can buy securities issued
by certain "supra-national" entities, which include entities designated or
supported by governments to promote economic reconstruction or development,
international banking organizations and related government agencies. Examples
are the International Bank for Reconstruction and Development (commonly called
the "World Bank"), the Asian Development Bank and the Inter-American Development
Bank.

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

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

o reduction of income by foreign taxes;

o fluctuation in value of foreign investments due to changes in currency
rates, currency rates or currency control regulations (for example,
currency blockage);

o transaction charges for currency exchange;

o lack of public information about foreign issuers;

o lack of uniform accounting, auditing and financial reporting standards in
foreign countries comparable to those applicable to domestic issuers;

o less volume on foreign exchanges than on U.S. exchanges; greater
volatility and less liquidity on foreign markets than in the U.S.;

o less governmental regulation of foreign issuers, stock exchanges and
brokers than in the U.S.;

o greater difficulties in commencing lawsuits;

o higher brokerage commission rates than in the U.S.;

o increased risks of delays in settlement of portfolio transactions or loss
of certificates for portfolio securities;

o possibilities in some countries of expropriation, confiscatory taxation,
political, financial or social instability or adverse diplomatic
developments; and o unfavorable differences between the U.S. economy and
foreign economies.

In the past, U.S. Government policies have discouraged certain investments
abroad by U.S. investors, through taxation or other restrictions, and it is
possible that such restrictions could be re-imposed.

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

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

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

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

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

|X| Portfolio Turnover. "Portfolio turnover" describes the rate at which
the Fund traded its portfolio securities during its last fiscal year. For
example, if a fund sold all of its securities during the year, its portfolio
turnover rate would have been 100% annually. The Fund's portfolio turnover rate
will fluctuate from year to year, but the Fund does not expect to have a
portfolio turnover rate of 100% or more. Increased portfolio turnover creates
higher brokerage and transaction costs for the Fund, which may reduce the Fund's
performance. Additionally, the realization of capital gains from selling
portfolio securities may result in distributions of taxable long-term capital
gains to shareholders, since the Fund will normally distribute all of its
capital gains realized each year, to avoid excise taxes under the Internal
Revenue Code.

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

|X| Investments in Debt Securities. The Fund can invest in convertible
securities and can also invest in bonds, debentures and other debt securities,
including U.S. Government securities, for liquidity or defensive purposes.
Because the Fund currently emphasizes investments in equity securities, such as
stocks, it is not anticipated that more than 25% of the Fund's total assets will
be invested in debt securities under normal market conditions. Foreign debt
securities are subject to the risks of foreign investing described above. In
general domestic and foreign debt securities are also subject to the credit risk
and interest rate risk.

|_| Credit Risk. Credit risk relates to the ability of the issuer of debt
securities to meet interest and principal payment obligations as they become
due. The Fund's debt investments can include investment-grade and
non-investment-grade bonds (commonly referred to as "junk bonds").
Investment-grade bonds are bonds rated at least "Baa" by Moody's Investors
Service, Inc. ("Moody's"), at least "BBB" by Standard & Poor's Rating Service
("Standard & Poor's") or Fitch, Inc. ("Fitch"), or have comparable ratings by
another nationally recognized statistical rating organization. In making
investments in debt securities, the Manager may rely to some extent on the
ratings of ratings organizations or it may use its own research to evaluate a
security's credit worthiness. If the securities are unrated, to be considered
part of the Fund's holdings of investment-grade securities they must be judged
by the Manager to be of comparable quality to bonds rated as investment grade by
a rating organization. The debt security ratings definitions of the principal
ratings organizations are included in Appendix A to this Statement of Additional
Information.

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

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

|_| U.S. Government Securities. These are securities issued or guaranteed
by the U.S. Treasury or other government agencies or federally-chartered
corporate entities referred to as "instrumentalities". Obligations of U.S.
Government agencies or instrumentalities (including mortgage-backed securities)
may or may not be guaranteed or supported by the "full faith and credit" of the
United States. Some obligations are backed by the right of the issuer to borrow
from the U.S. Treasury; others, by discretionary authority of the U.S.
Government to purchase the agencies' obligations; while others are supported
only by the credit of the instrumentality.

All U.S. Treasury obligations are backed by the full faith and credit of
the United States. If the securities are not backed by the full faith and credit
of the United States, the owner of the securities must look principally to the
agency issuing the obligation for repayment and may not be able to assert a
claim against the United States in the event that the agency or instrumentality
does not meet its commitment. The Fund will invest in securities of U.S.
Government agencies and instrumentalities only when the Manager is satisfied
that the credit risk with respect to such agency or instrumentality is minimal.

|_| Special Risks of Lower-Grade Securities. While it is not anticipated
that the Fund currently will invest more than 5% of its total assets in
lower-grade debt securities, the Fund can invest a portion of its assets in
these securities. Because lower-rated securities tend to offer higher yields
than investment grade securities, the Fund may invest in lower-grade securities
if the Manager is trying to achieve greater income (and, in some cases, the
appreciation possibilities of lower-grade securities might be a reason they are
selected for the Fund's portfolio).

"Lower-grade" debt securities are those rated below "investment grade,"
which means they have a rating lower than "Baa" by Moody's or lower than "BBB"
by Standard & Poor's or Fitch, or similar ratings by other nationally recognized
rating organizations. If they are unrated, and are determined by the Manager to
be of comparable quality to debt securities rated below investment grade, they
are included in the limitation on the percentage of the Fund's assets that can
be invested in lower-grade securities. The Fund can invest in securities rated
as low as "C" or "D" although under normal circumstances the Fund will not
purchase securities that are in default.

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

However, the Fund's limitations on these investments may reduce some of the
risks to the Fund, as will the Fund's policy of diversifying its investments.
Additionally, to the extent they can be converted into stock, convertible
securities may be less subject to some of these risks than non-convertible high
yield bonds, since stock may be more liquid and less affected by some of these
risk factors.

While securities rated "Baa" by Moody's or "BBB" by Standard & Poor's or
Fitch are investment grade and are not regarded as junk bonds, those securities
may be subject to special risks, and have some speculative characteristics.

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

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

|_| Bank Obligations. The Fund may buy time deposits, certificates of
deposit and bankers' acceptances. Time deposits, other than overnight deposits,
may be subject to withdrawal penalties and, if so, they are deemed to be
"illiquid" investments.

The Fund can purchase bank obligations that are fully insured by the
Federal Deposit Insurance Corporation. The FDIC insures the deposits of member
banks up to $100,000 per account. Insured bank obligations may have a limited
market and a particular investment of this type may be deemed "illiquid" unless
the Board of Directors of the Fund determines that a readily-available market
exists for that particular obligation, or unless the obligation is payable at
principal amount plus accrued interest on demand or within seven days after
demand.

|_| Commercial Paper. The Fund can invest in commercial paper, if it is
rated within the top two rating categories of Standard & Poor's and Moody's. If
the paper is not rated, it may be purchased if issued by a company having a
credit rating of at least "AA" by Standard & Poor's or "Aa" by Moody's.

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

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

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

The Fund has no limitations on the type of issuer from whom these notes
will be purchased. However, in connection with such purchases and on an ongoing
basis, the Manager will consider the earning power, cash flow and other
liquidity ratios of the issuer, and its ability to pay principal and interest on
demand, including a situation in which all holders of such notes made demand
simultaneously. Investments in master demand notes are subject to the limitation
on investments by the Fund in illiquid securities, described in the Prospectus.
The Fund does not intend that its investments in variable amount master demand
notes will exceed 5% of its total assets.

|X| Investing in Small, Unseasoned Companies. The Fund may invest in
securities of small, unseasoned companies. These are companies that have been in
operation for less than three years, including the operations of any
predecessors. Securities of these companies may be subject to volatility in
their prices. They may have a limited trading market, which may adversely affect
the Fund's ability to dispose of them and can reduce the price the Fund might be
able to obtain for them. Other investors that own a security issued by a small,
unseasoned issuer for which there is limited liquidity might trade the security
when the Fund is attempting to dispose of its holdings of that security. In that
case the Fund might receive a lower price for its holdings than might otherwise
be obtained

|X| Investment in Other Investment Companies. The Fund can also invest in
the securities of other investment companies, which can include open-end funds,
closed-end funds and unit investment trusts, subject to the limits set forth in
the Investment Company Act that apply to those types of investments. For
example, the Fund can invest in Exchange-Traded Funds, which are typically
open-end funds or unit investment trusts, listed on a stock exchange. The Fund
might do so as a way of gaining exposure to the segments of the equity or
fixed-income markets represented by the Exchange-Traded Funds' portfolio, at
times when the Fund may not be able to buy those portfolio securities directly.

Investing in another investment company may involve the payment of
substantial premiums above the value of such investment company's portfolio
securities and is subject to limitations under the Investment Company Act. The
Fund does not intend to invest in other investment companies unless the Manager
believes that the potential benefits of the investment justify the payment of
any premiums or sales charges. As a shareholder of an investment company, the
Fund would be subject to its ratable share of that investment company's
expenses, including its advisory and administration expenses, which could
increase the Fund's expenses. The Fund does not anticipate investing a
substantial amount of its net assets in shares of other investment companies.

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

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

The Fund may engage in when-issued transactions to secure what the Manager
considers to be an advantageous price and yield at the time of entering into the
obligation. When the Fund enters into a when-issued or delayed-delivery
transaction, it relies on the other party to complete the transaction. Its
failure to do so may cause the Fund to lose the opportunity to obtain the
security at a price and yield the Manager considers to be 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 or for delivery pursuant to
options contracts it has entered into, and not for the purpose of investment
leverage. Although the Fund will enter into delayed-delivery or when-issued
purchase transactions to acquire securities, it 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
delivery or receive against a forward commitment, it may incur a gain or loss.

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

When-issued and delayed-delivery transactions 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
delayed-delivery basis to obtain the benefit of currently higher cash yields.

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

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

The majority of these transactions run from day to day, and delivery
pursuant to the resale typically occurs within one to five days of the purchase.
Repurchase agreements having a maturity beyond seven days are subject to the
Fund's limits on holding illiquid investments. There is no limit on the amount
of the Fund's net assets that may be subject to repurchase agreements having
maturities of seven days or less.

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

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

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

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.

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

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

|X| Borrowing for Leverage. The Fund has the ability to borrow up to
one-third of the value of its net assets from banks on an unsecured basis to
invest the borrowed funds in portfolio securities. This speculative technique is
known as "leverage." The Fund may borrow only from banks and from other funds in
the OppenheimerFunds complex pursuant to the interfund lending order described
in "Interfund Borrowing Arrangments" below. Under current regulatory
requirements, a mutual fund may borrow only to the extent that the value of the
Fund's assets, less its liabilities other than borrowings, is equal to at least
300% of all borrowings (including the proposed borrowing). If the value of the
Fund's assets fails to meet this 300% asset coverage requirement, the Fund will
reduce its bank debt within three days to meet the requirement. To do so, the
Fund might have to sell a portion of its investments at a disadvantageous time.

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

|X| Hedging. The Fund can use hedging to attempt to protect against
declines in the market value of the Fund's portfolio, to permit the Fund to
retain unrealized gains in the value of portfolio securities which have
appreciated, or to facilitate selling securities for investment reasons. To do
so, the Fund could:

o sell futures contracts,

o buy puts on futures or on securities, or

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

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

o buy futures, or
o 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 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.

o Futures. The Fund can buy and sell exchange-traded futures contracts that
relate to (1) broadly-based stock indices ("stock index futures") (2) an
individual stock ("single stock futures") (3) debt securities (these are
referred to as "interest rate futures"), (4) other broadly- based securities
indices (these are referred to as "financial futures"), (5) foreign currencies
(these are referred to as "forward contracts"), (6) securities or (7)
commodities (these are referred to as "commodity futures").

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

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

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

The Fund can invest a portion of its assets in commodity futures
contracts. Commodity futures may be based upon commodities within five main
commodity groups:

(1) energy, which includes crude oil, natural gas, gasoline and heating
oil;

(2) livestock, which includes cattle and hogs;

(3) agriculture, which includes wheat, corn, soybeans, cotton, coffee,
sugar and cocoa;

(4) industrial metals, which includes aluminum, copper, lead, nickel, tin
and zinc; and

(5) precious metals, which includes gold, platinum and silver. The Fund may
purchase and sell commodity futures contracts, options on futures contracts
and options and futures on commodity indices with respect to these five
main commodity groups and the individual commodities within each group, as
well as other types of commodities.

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

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

o Put and Call Options. The Fund can buy and sell certain kinds of put
options ("puts") and call options ("calls"). The Fund can buy and sell
exchange-traded and over-the-counter put and call options, including index
options, securities options, currency options, commodities options, and
options on the other types of futures described above.

o Writing Covered Call Options. The Fund can write (that is, sell)
calls. If the Fund sells a call option, it must be covered. That means the
Fund must own the security subject to the call while the call is
outstanding, or, for certain types of calls, the call may be covered by
segregating liquid assets to enable the Fund to satisfy its obligations if
the call is exercised. Up to 25% of the Fund's total assets may be subject
to calls the Fund writes.

When the Fund writes a call on a security, it receives cash (a
premium). The Fund agrees to sell the underlying security to a purchaser of
a corresponding call on the same security during the call period at a fixed
exercise price regardless of market price changes during the call period.
The call period is usually not more than nine months. The exercise price
may differ from the market price of the underlying security. The Fund has
the risk of loss that the price of the underlying security may decline
during the call period. That risk may be offset to some extent by the
premium the 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
option or when the Fund enters into a closing transaction.

If 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 will generally be
based on a multiple of the premium received for the option, plus the amount
by which the option is exercisable below the market price of the underlying
security (that is, the option is "in the money"). When the Fund writes an
OTC option, it will treat as illiquid (for purposes of its restriction on
holding illiquid securities) the mark-to-market value of any OTC option it
holds, unless the option is subject to a buy-back agreement by the
executing broker.

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

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

o Writing Put Options. The Fund can sell put options. A put option on
securities gives the purchaser the right to sell, and the writer the
obligation to buy, the underlying investment at the exercise price during
the option period. The Fund will not write puts if, as a result, more than
50% of the Fund's net assets would be required to be segregated to cover
such put options.

If the Fund writes a put, the put must be covered by liquid assets
identified on the Fund's books. The premium the Fund receives from writing
a put represents a profit, as long as the price of the underlying
investment remains equal to or above the exercise price of the put.
However, the Fund also assumes the obligation during the option period to
buy the underlying investment from the buyer of the put at the exercise
price, even if the value of the investment falls below the exercise price.
If a put the Fund has written expires unexercised, the Fund realizes a gain
in the amount of the premium less the transaction costs incurred. If the
put is exercised, the Fund must fulfill its obligation to purchase the
underlying investment at the exercise price. That price will usually exceed
the market value of the investment at that time. In that case, the Fund may
incur a loss if it sells the underlying investment. That loss will be equal
to the sum of the sale price of the underlying investment and the premium
received minus the sum of the exercise price and any transaction costs the
Fund incurred.

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

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

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

o Purchasing Calls and Puts. The Fund can purchase calls to protect
against the possibility that the Fund's portfolio will not participate in
an anticipated rise in the securities market. When the Fund buys a call
(other than in a closing purchase transaction), it pays a premium. The Fund
then has the right to buy the underlying investment from a seller of a
corresponding call on the same investment during the call period at a fixed
exercise price. The Fund benefits only if it sells the call at a profit or
if, during the call period, the market price of the underlying investment
is above the sum of the call price plus the transaction costs and the
premium paid for the call and the Fund exercises the call. If the Fund does
not exercise the call or sell it (whether or not at a profit), the call
will become worthless at its expiration date. In that case the Fund will
have paid the premium but lost the right to purchase the underlying
investment.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

However, to avoid excess transactions and transaction costs, the Fund
may maintain a net exposure to forward contracts in excess of the value of
the Fund's portfolio securities or other assets denominated in foreign
currencies if the excess amount is "covered" by liquid securities
denominated in any currency. The cover must be at least equal at all times
to the amount of that excess.

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

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

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

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

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

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

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

o Total Return Swap Transactions. The Fund may enter into total return
swaps. The Fund will only enter into total return swaps if consistent with
its fundamental investment objectives or policies and not invest in swaps
with respect to more than 30% of the Fund's total assets. A swap contract
is essentially like a portfolio of forward contracts, under which one party
agrees to exchange an asset (for example, bushels of wheat) for another
asset (cash) at specified dates in the future. A one-period swap contract
operates in a manner similar to a forward or futures contract because there
is an agreement to swap a commodity for cash at only one forward date. The
Fund may engage in swap transactions that have more than one period and
therefore more than one exchange of assets.

The Fund may invest in total return swaps to gain exposure to the
overall commodity markets. In a total return commodity swap the Fund will
receive the price appreciation of a commodity index, a portion of the
index, or a single commodity in exchange for paying an agreed-upon fee. If
the commodity swap is for one period, the Fund will pay a fixed fee,
established at the outset of the swap. However, if the term of the
commodity swap is more than one period, with interim swap payments, the
Fund will pay an adjustable or floating fee. With a "floating" rate, the
fee is pegged to a base rate such as the London Interbank Offered Rate
("LIBOR"), and is adjusted each period. Therefore, if interest rates
increase over the term of the swap contract, the Fund may be required to
pay a higher fee at each swap reset date. The Fund does not currently
anticipate investing in total return swaps.

o Regulatory Aspects of Hedging Instruments. The Commodities Futures
Trading Commission (the "CFTC") recently 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
Statement of Additional Information.

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 may be affected by options written or held by other entities,
including other investment companies having the same advisor as the Fund
(or an advisor that is an affiliate of the Fund's advisor). The exchanges
also impose position limits on futures transactions. An exchange may order
the liquidation of positions found to be in violation of those limits and
may impose certain other sanctions.

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

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

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

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

(1) gains or losses attributable to fluctuations in exchange rates that
occur between the time the Fund accrues interest or other receivables or
accrues expenses or other liabilities denominated in a foreign currency and
the time the Fund actually collects such receivables or pays such
liabilities, and

(2) gains or losses attributable to fluctuations in the value of a foreign
currency between the date of acquisition of a debt security denominated in
a foreign currency or foreign currency forward contracts and the date of
disposition.

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

Other Investment Restrictions

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

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

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

|_| The Fund cannot buy securities issued or guaranteed by any one
issuer if more than 5% of its total assets would be invested in securities
of that issuer. This limitation applies to 75% of the Fund's total assets.

|_| The Fund cannot purchase more than 10% of the voting securities of
any one issuer. The limit does not apply to securities issued by the U.S.
Government or any of its agencies or instrumentalities.

|_| The Fund cannot purchase more than 10% of any class of security of
any issuer. All outstanding debt securities and all preferred stock of an
issuer are considered to be one class. This restriction does not apply to
securities issued by the U.S. Government or any of its agencies or
instrumentalities.

|_| The Fund cannot lend money except in connection with the
acquisition of debt securities which the Fund's investment policies and
restrictions permit it to purchase. The Fund may also make loans of
portfolio securities, subject to the restrictions stated under "Loans of
Portfolio Securities."

|_| The Fund cannot concentrate its investments. That means it cannot
invest 25% or more of its total assets in any industry. However, there is
no limitation on investments in U.S. Government Securities. Moreover, if
deemed appropriate for seeking its investment objective, the Fund may
invest less than (but up to) 25% of its total assets (valued at the time of
investment) in any one industry classification used by the Fund for
investment purposes.

|_| The Fund cannot invest in real estate or in interests in real
estate (including limited partnership interests). However, the Fund can
purchase readily-marketable securities of companies holding real estate or
interests in real estate.

|_| The Fund cannot invest in companies for the primary purpose of
acquiring control or management of those companies. However, the Fund may
invest all of its investable assets in an open-end management investment
company with substantially the same investment objective and restrictions
as the Fund.

|_| The Fund cannot underwrite securities of other companies. A
permitted exception is in case it is deemed to be an underwriter under the
Securities Act of 1933 when reselling any securities held in its own
portfolio. The Fund may also invest all of its investable assets in an
open-end management investment company with substantially the same
investment objective and restrictions as the Fund.

|_| The Fund cannot invest in or hold securities of any issuer if
officers and directors of the Fund or its Manager individually beneficially
own more than 1/2 of 1% of the securities of that issuer and together own
more than 5% of the securities of that issuer.

|_| The Fund cannot invest in physical commodities or physical
commodity contracts. However, the Fund may buy and sell hedging instruments
to the extent specified in its Prospectus and Statement of Additional
Information from time to time. The Fund can also buy and sell options
(subject to the restrictions in its other fundamental policies), futures,
and securities or other instruments backed by physical commodities or whose
investment return is linked to changes in the price of physical
commodities.

|_| The Fund cannot write, purchase or sell puts, calls or
combinations of puts and calls on individual stocks. However, the Fund may
purchase or sell exchange-traded put and call options on stock indices to
protect the Fund's assets.

|_| The Fund cannot borrow money in excess of one third of the value
of the Fund's total assets. The Fund can borrow only if it maintains a 300%
ratio of assets to borrowings at all times in the manner set forth in the
Investment Company Act.

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

|_| The Fund cannot pledge, mortgage or hypothecate any of its assets.

|X| Does the Fund Have Any Restrictions That Are
Not Fundamental? The Fund has other investment restrictions
that are not fundamental policies, which means that they can
be changed by the Board of Directors without shareholder
approval.

|_| The Fund cannot invest in interests in oil, gas or other mineral
exploration or development programs or leases.

|_| The Fund cannot purchase securities on margin or make short sales.

|_| The Fund cannot make loans to any person or individual. However,
the Fund may lend its portfolio securities as described in the Prospectus
or Statement of Additional Information.

Unless the Prospectus or this Statement of Additional Information
states that a percentage restriction applies on an ongoing basis, it
applies only at the time the Fund makes an investment (except in the case
of borrowing and investments in illiquid securities). The Fund need not
sell securities to meet the percentage limits if the value of the
investment increases in proportion to the size of the Fund.

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

Disclosure of Portfolio Holdings. The Fund has adopted policies and
procedures concerning the dissemination by employees, officers and/or
directors of the Investment Advisor, Distributor, and Transfer Agent of
information about the portfolio securities holdings of the Funds. These
policies are designed to assure that dissemination of non-public
information about portfolio securities is distributed 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 a Fund.

Until publicly disclosed, a 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, such need for
transparency must be balanced against the risk that third parties who gain
access to a 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 portfolio securities that portfolio managers are
trading in on a Fund's behalf.

The Investment Advisor 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 Investment
Advisor or any affiliated person of the Investment Advisor) in connection
with the disclosure a Fund's non-public portfolio holdings. The receipt of
investment advisory fees or other fees and compensation paid to the
investment Advisor and their 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. The top 20 holdings also shall be posted on
the Companies' website at www.oppenheimerfunds.com in the "Fund Profiles"
section. Other general information about a Fund's portfolio investments,
such as portfolio composition by asset class, industry, country, currency,
credit rating or maturity, may also be posted with a 15-day lag.

Except under special limited circumstances discussed below, month-end
lists of a Fund's complete portfolio holdings may be disclosed no sooner
than 30-days after the relevant month-end, subject to the procedures below.
If they 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 Investment
Advisor'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 Investment Advisor's portfolio
holdings non-disclosure agreement before receiving the data, agreeing to
keep confidential information that is not publicly available regarding a
Fund's holdings and agreeing not to trade directly or indirectly based on
the information.

Complete Fund 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 Investment
Advisor, 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 Investment Advisor, Distributor and Transfer
Agent who need to have access to such information (as determined by senior
officers of such entity),

o The Fund's certified public accountants and auditors,

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 Investment Advisor to provide
portfolio security prices, and

o Dealers, to obtain bids (price quotations, because securities are not
priced by the Fund's regular pricing services).

Portfolio holdings information of a Fund may be provided, under
limited circumstances, to brokers and dealers or 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 or
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 Investment Advisor'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
Investment Advisor in connection with portfolio trading, and (2) by the
members of the Investment Advisor's Security Valuation Group and Accounting
Departments in connection with portfolio pricing or other portfolio
evaluation purposes:

o Brokers and dealers in connection with portfolio transactions (purchases
and sales)

o Brokers and dealers to obtain bids or bid and asked prices (if securities
held by a 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
a Fund's entire portfolio or individual securities therein) may be
provided by senior officers of the Investment Advisor or attorneys on
the legal staff of the Investment Advisor, 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, 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-advisors of
portfolios (but only pursuant to confidentiality agreements), o To
consultants for retirement plans for plan sponsors/discussions at due
diligence meetings (if entire portfolio holdings are provided,
however, it shall be done only pursuant to a confidentiality
agreement), o Investment bankers in connection with merger discussions
(but only pursuant to confidentiality agreements)

Portfolio managers and analysts may, subject to the Investment
Advisor'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.

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

The Investment Advisor 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:

[DISCLOSURE OF APPLICABLE PARTIES' NAMES TO BE INSERTED HERE]

How the Fund is Managed

Organization and History. The Fund is an open-end, diversified management
investment company organized as a Maryland corporation in 1979.

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

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

o has its own dividends and distributions,

o pays certain expenses which may be different for the different classes,

o may have a different net asset value,

o may have separate voting rights on matters in which interests of one
class are different from interests of another class, and

o votes as a class on matters that affect that class alone.

Shares are freely transferable, and each share of each class
has one vote at shareholder meetings, with fractional shares
voting proportionally on matters submitted to the vote of
shareholders. Each share of the Fund represents an interest in
the Fund proportionately equal to the interest of each other
share of the same class.

|X| Meetings of Shareholders. Although the Fund is not
required by Maryland law to hold annual meetings, it 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. The shareholders of the Fund's parent corporation
have the right to call a meeting to remove a Director or to take
certain other action described in the Articles of Incorporation
or under Maryland law.

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

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

The Board of Directors has an Audit Committee which is
comprised solely of Independent Directors. The members of the
Audit Committee are Paul Y. Clinton (Chairman), Thomas W.
Courtney, Robert G. Galli, Lacy G. Herrmann and Brian Wruble. The
Audit Committee met ____ times during the Fund's fiscal year
ended October 31, 2004. The Audit Committee furnishes the Board
with recommendations regarding the selection of the Fund's
independent auditor. The Audit Committee also reviews the scope
and results of audits and the audit fees charged, reviews reports
from the Fund's independent auditors concerning the Fund's
internal accounting procedures and controls, and reviews reports
of the Manager's internal auditor among other duties as set forth
in the Committee's charter.

The Audit Committee's functions include selecting
and nominating, to the full Board, nominees for election as
Directors and selecting and nominating Independent Directors
for election. The Audit Committee may, but need not,
consider the advice and recommendation of the Manager and
its affiliates in selecting nominees. The full Board elects
new Directors except for those instances when a shareholder
vote is required.

To date, the Committee has been able to identify
from its own resources an ample number of qualified
candidates. Nonetheless, shareholders may submit names of
individuals, accompanies by complete and properly supported
resumes, for the Audit Committee's consideration by mailing
such information to the Committee in care of the Fund. The
Committee may consider such persons at such time as it meets
to consider possible nominees. The Committee, however,

reserves sole discretion to determine the candidates to
present to the Board and/or shareholders when it meets
the purpose of considering potential nominees.

Directors and Officers of the Fund. Each of the Directors is an
"Independent Director" under the Investment Company Act. The Fund's
Directors and officers and their positions held with the Fund and
length of service in such position(s)and theirprincipal occupations
and business affiliations during the past five years are listed in the
chart below. The information for the Directors also includes the
dollar range of shares of the Fund as well as the aggregate dollar
range of shares beneficially owned in any of the Oppenheimer overseen
by the Directors. All of the Directors are alsrange directors or
trustees of the following Oppenheimer fundange (referred to as "Board
III Funds"):

Bond Fund Series, a series fund having the following one series:

Oppenheimer Convertible Securities Fund

Oppenheimer MidCap Fund

Oppenheimer Quest Capital Value Fund, Inc.

Oppenheimer Quest For Value Funds, a series having the following three
series:

Oppenheimer Small Cap Value Fund,
Oppenheimer Quest Balanced Fund
Oppenheimer Quest Opportunity Value Fund
Oppenheimer Quest International Value Fund
Oppenheimer Quest Value Fund, Inc.
Rochester Fund Municipals

Rochester Portfolio Series, a series fund having the following one
series:
Limited-Term New York Municipal Fund

In addition to being a trustee or director of Board III Funds, Mr.
Galli is also a director or trustee of 25 other portfolios in the
OppenheimerFunds complex. Present or former officers, directors,
trustees and employees (and their immediate family members) of the
Fund, the Managee of 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 economies of sales efforts realized by the
Distributor.

Messrs. Murphy, Leavy, Vottiero, Wixted, Peter Miao, Gillespie,
Vandehey and Zack and Mses. Bloomberg and Ives, who are officers of
the Fund, respectively hold the same offices of one or more of the
other Board III Fundsen, with the Fund. As of ____________, 2005, the
Directors and Officers of the Fund, as a group, owned of record or
beneficially less than 1% of each class of shares of the Fund. The
foregoing statement does not reflect ownership of shares of the Fund
held of record by an employee benefit benefit plan for employees of
the Manager, other than the sharee beneficially owned under the plan
by the officers of the Fund listed above. In addition, each
Independent Director (and their immediate family members) do not own
securities of either the Manager or Distributor of the Board III Funds
or any person directly or indirectly controlling, controlled by or
under common control with the Manager or Distributor.

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

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

As of December 31, 2004

Thomas W. Courtney, Principal of Courtney Associates, Inc. (venture capital
Chairman of the Board of firm); former General Partner of Trivest Venture Fund
Directors, (private venture capital fund); former President of
Director since 1985 Investment Counseling Federated Investors, Inc.; Trustee of
Age: 71 the following open-end investment companies: Cash Assets
Trust, Pimco Advisors VIT, Tax Free Trust of Arizona and 4
funds for the Hawaiian Tax Free Trust. Oversees 10
portfolios in the OppenheimerFunds complex.

Paul Y. Clinton, Principal of Clinton Management Associates, a financial and
Director, since 1983 venture capital consulting firm; Trustee of the following
Age: 73 open-end investment companies: Trustee of Capital Cash
Management Trust, Prime Cash Fund, Pimco Advisors VIT and
Narragansett Insured Tax-Free Income Fund. Formerly a
director of OCC Cash Reserves, Inc. (open-end investment
company) (1989-December 2002). Oversees 10 portfolios in the
OppenheimerFunds complex.

Robert G. Galli, A trustee or director of other Oppenheimer funds. Oversees
Director since 1998 35 portfolios in the OppenheimerFunds complex.
Age: 71

Lacy B. Herrmann, Chairman and Chief Executive Officer of Aquila Management
Director since 1984 Corporation, the sponsoring organization and manager,
Age: 75 administrator and/or sub-adviser to the following open-end
investment companies, and Chairman of the Board of Trustees
and President of each: Churchill Cash Reserves Trust,
Aquila-Cascadia Equity Fund, Cash Assets Trust, Prime Cash
Fund, Narragansett Insured Tax-Free Income Fund, Tax-Free
Fund For Utah, Churchill Tax-Free Fund of Kentucky, Tax-Free
Fund of Colorado, Tax-Free Trust of Oregon, Tax-Free Trust
of Arizona, and Aquila Rocky Mountain Equity Fund and Pimco
Advisors VIT; Vice President, Director, Secretary, and
formerly Treasurer of Aquila Distributors, Inc., distributor
of the above funds; President and Chairman of the Board of
Trustees of Capital Cash Management Trust ("CCMT"), and an
Officer and Trustee/Director of its predecessors; President
and Director of STCM Management Company, Inc., sponsor and
adviser to CCMT; Chairman, President and a Director of InCap
Management Corporation, formerly sub-adviser and
administrator of Prime Cash Fund and Short Term Asset
Reserves; Trustee Emeritus of Brown University. Formerly
Chairman of the Board of Trustees and President of Hawaiian
Tax-Free Trust. Oversees 10 portfolios in the
OppenheimerFunds complex.

Brian Wruble, General Partner (since September 1995) of Odyssey Partners,
Director since 2001 L.P. (hedge funds in distribution since 1/1/97); Director
Age: 61 (since September 2004) of Special Value Opportunities Fund,
LLC; Investment Advisory Board (since October 2004) of
Zurich Financial Services; Board of Governing Trustees
(since August 1990) of The Jackson Laboratory (genetics
laboratory, non profit); Trustee (since May 1992) of
Institute for Advanced Study (educational institute);
Formerly Special Limited Partner (1999-2004) and Managing
Principal (through December 1998) of Odyssey Investment
Partners, LLC (private equity investment); Trustee
(2000-2002) of Research Foundation of AIMR (investment
research, non-profit); Governor, Jerome Levy Economics
Institute of Bard College (economics research) (August
1990-September 2001); Director of Ray & Berendtson, Inc.
(executive search firm) (May 2000-April 2002). Oversees 10
portfolios in the OppenheimerFunds complex.

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

The address of the Officers in the chart below is as follows: for Messrs. Murphy, Leavy, Gillespie, Miao
and Zack and Ms. Bloomberg, Two World Financial Center, 225 Liberty Street, New York, NY 10281, for Messrs.
Vandehey, Vottiero, Petersen and Wixted and Ms. Ives, 6803 S. Tucson Way, Centennial, CO 80112. Each Officer
serves for an annual term or until his or her earlier resignation, death or removal.

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

Officers of the Fund

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

John V. Murphy, Chairman, Chief Executive Officer and director (since June 2001) and President
President and Principal Executive (since September 2000) of the Manager; President and a director or trustee of
Officer since 2001 other Oppenheimer funds; President and a director (since July 2001) of
Age: 55 Oppenheimer Acquisition Corp. (the Manager's parent holding company) and of
Oppenheimer Partnership Holdings, Inc. (a holding company subsidiary of the
Manager); a director (since November 2001) of OppenheimerFunds Distributor, Inc.
(a subsidiary of the Manager); Chairman and a director (since July 2001) of
Shareholder Services, Inc. and of Shareholder Financial Services, Inc. (transfer
agent subsidiaries of the Manager); President and a director (since July 2001) of
OppenheimerFunds Legacy Program (a charitable trust program established by the
Manager); a director of the following investment advisory subsidiaries of 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 a director (since July 2001) of Oppenheimer Real Asset Management,
Inc.; Executive Vice President (since February 1997) of Massachusetts Mutual Life
Insurance Company (the Manager's parent company); a director (since June 1995) of
DLB Acquisition Corporation (a holding company that owns the shares of Babson
Capital Management LLC); a member of the Investment Company Institute's Board of
Governors (elected to serve from October 3, 2003 through September 30, 2006).
Formerly, Chief Operating Officer (September 2000-June 2001) of the Manager;
President and trustee (November 1999-November 2001) of MML Series Investment Fund
and MassMutual Institutional Funds (open-end investment companies); a director
(September 1999-August 2000) of C.M. Life Insurance Company; President, Chief
Executive Officer and director (September 1999-August 2000) of MML Bay State Life
Insurance Company; a director (June 1989-June 1998) of Emerald Isle Bancorp and
Hibernia Savings Bank (a wholly-owned subsidiary of Emerald Isle Bancorp).
Oversees 63 portfolios as Trustee/Director and 21 additional portfolios as
Officer in the OppenheimerFunds complex.

Christopher Leavy, Senior Vice President of the Manager since September 2000; an officer of 8
Vice President and Portfolio Manager portfolios in the OppenheimerFunds complex. Formerly a portfolio manager of
since 2005 Morgan Stanley Dean Witter Investment Management (1997 - September 2000).
Age: 33

Mark S. Vandehey, Senior Vice President and Chief Compliance Officer (since March 2004) of the
Vice President and Chief Compliance Manager; Vice President (since June 1983) of OppenheimerFunds Distributor, Inc.,
Officer since 2004 Centennial Asset Management Corporation and Shareholder Services, Inc. Formerly
Age: 54 (until February 2004) Vice President and Director of Internal Audit of the
Manager. An officer of 84 portfolios in the Oppenheimer funds complex.

Brian W. Wixted, Senior Vice President and Treasurer (since March 1999) of the Manager; Treasurer
Treasurer since 1999 of HarbourView Asset Management Corporation, Shareholder Financial Services,
Age: 45 Inc., Shareholder Services, Inc., Oppenheimer Real Asset Management Corporation,
and Oppenheimer Partnership Holdings, Inc. (since March 1999), of OFI Private
Investments, Inc. (since March 2000), of OppenheimerFunds International Ltd. and
OppenheimerFunds plc (since May 2000), of OFI Institutional Asset Management,
Inc. (since November 2000), and of OppenheimerFunds Legacy Program (a Colorado
non-profit corporation) (since June 2003); Treasurer and Chief Financial Officer
(since May 2000) of OFI Trust Company (a trust company subsidiary of the
Manager); Assistant Treasurer (since March 1999) of Oppenheimer Acquisition Corp.
Formerly Assistant Treasurer of Centennial Asset Management Corporation (March
1999-October 2003) and OppenheimerFunds Legacy Program (April 2000-June 2003);
Principal and Chief Operating Officer (March 1995-March 1999) at Bankers Trust
Company-Mutual Fund Services Division. An officer of 84 portfolios in the
OppenheimerFunds complex.

Brian Petersen, Assistant Vice President of the Manager since August 2002; formerly
Assistant Treasurer since 2004 Manager/Financial Product Accounting (November 1998-July 2002) of the Manager. An
Age: 34 officer of 84 portfolios in the OppenheimerFunds complex.

Philip Vottiero, Vice President/Fund Accounting of the Manager since March 2002. Formerly Vice
Assistant Treasurer since 2002 President/Corporate Accounting of the Manager (July 1999-March 2002) prior to
Age: 41 which he was Chief Financial Officer at Sovlink Corporation (April 1996-June
1999). An officer of 84 portfolios in the OppenheimerFunds complex.

Robert G. Zack, Executive Vice President (since January 2004) and General Counsel (since February
Secretary since 2001 2002) of the Manager; General Counsel and a director (since November 2001) of the
Age: 56 Distributor; General Counsel (since November 2001) of Centennial Asset Management
Corporation; Senior Vice President and General Counsel (since November 2001) of
HarbourView Asset Management Corporation; Secretary and General Counsel (since
November 2001) of Oppenheimer Acquisition Corp.; Assistant Secretary and a
director (since October 1997) of OppenheimerFunds International Ltd. and
OppenheimerFunds plc; Vice President and a director (since November 2001) of
Oppenheimer Partnership Holdings, Inc.; a director (since November 2001) of
Oppenheimer Real Asset Management, Inc.; Senior Vice President, General Counsel
and a director (since November 2001) of Shareholder Financial Services, Inc.,
Shareholder Services, Inc., OFI Private Investments, Inc. and OFI Trust Company;
Vice President (since November 2001) of OppenheimerFunds Legacy Program; Senior
Vice President and General Counsel (since November 2001) of OFI Institutional
Asset Management, Inc.; a director (since June 2003) of OppenheimerFunds (Asia)
Limited. Formerly Senior Vice President (May 1985-December 2003), Acting General
Counsel (November 2001-February 2002) and Associate General Counsel (May
1981-October 2001) of the Manager; Assistant Secretary of Shareholder Services,
Inc. (May 1985-November 2001), Shareholder Financial Services, Inc. (November
1989-November 2001); and OppenheimerFunds International Ltd. (October
1997-November 2001). An officer of 84 portfolios in the OppenheimerFunds complex.

Kathleen T. Ives, Vice President (since June 1998) and Senior Counsel and Assistant Secretary
Assistant Secretary since 2001 (since October 2003) of the Manager; Vice President (since 1999) and Assistant
Age: 39 Secretary (since October 2003) of the Distributor; Assistant Secretary (since
October 2003) of Centennial Asset Management Corporation; Vice President and
Assistant Secretary (since 1999) of Shareholder Services, Inc.; Assistant
Secretary (since December 2001) of OppenheimerFunds Legacy Program and of
Shareholder Financial Services, Inc. Formerly an Assistant Counsel (August
1994-October 2003) and Assistant Vice President of the Manager (August 1997-June
1998). An officer of 84 portfolios in the OppenheimerFunds complex.

Lisa I. Bloomberg, Vice President and Associate Counsel of the Manager since May 2004; formerly
Assistant Secretary since 2004 First Vice President and Associate General Counsel of UBS Financial Services Inc.
Age: 36 (formerly, PaineWebber Incorporated) (May 1999 - April 2004) prior to which she
was an Associate at Skaden, Arps, Slate, Meagher & Flom, LLP (September 1996 -
April 1999). An officer of 84 portfolios in the OppenheimerFunds complex.

Phillip S. Gillespie, Senior Vice President and Deputy General Counsel of the Manager since September
Assistant Secretary since 2004 2004. Formerly Mr. Gillespie held the following positions at Merrill Lynch
Age: 40 Investment Management: First Vice President (2001-September 2004); Director (from
2000) and Vice President (1998-2000). An officer of 84 portfolios in the
OppenheimerFunds complex.

Wayne Miao, Assistant Vice President and Assistant Counsel of the Manager since June 2004.
Assistant Secretary since 2004 Formerly an Associate with Sidley Austin Brown & Wood LLP (September 1999 - May
Age: 32 2004). An officer of 84 portfolios in the OppenheimerFunds complex.

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

|X| Remuneration of Directors. The officers of the Fund who are affiliated with the Manager receive no
salary or fee from the Fund. The Directors of the Fund received the compensation shown below from the Fund with
respect to the Fund's fiscal year ended October 31, 2004. The compensation from all 10 of the Board III Funds
(including the Fund) represents compensation received for serving as a director or trustee and member of a
committee (if applicable) of the boards of those funds during the calendar year ended December 31, 2003.

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

Director Name and Other Fund Aggregate Retirement Estimated Annual Total Compensation From
Benefits Retirement Fund and Fund Complex
Accrued as Benefits to be Including Accrued
Position(s) Compensation Part of Fund Paid Upon Retirement Benefits Paid
(as applicable) From Fund1 Expenses Retirement2 to Directors*

Thomas W. Courtney $ $ $ $ 3, 8
Chairman and Audit Committee
Member

Paul Y. Clinton $ $ $ $ 4, 8
Audit Committee Chairman

Robert G. Galli $ $ $ 5 $ 6
Audit Committee Member

Lacy B. Herrmann $ $ $ $ 7, 8
Audit Committee Member

Brian Wruble $ $ $ $
Audit Committee Member

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

1. Aggregate Compensation From Fund includes fees and deferred
compensation, if any, for a Director.

2. Estimated Annual Retirement Benefits to be Paid Upon Retirement is
based on a straight life payment plan election with the assumption
that a Director will retire at the age of 75 and is eligible (after 7
years of service) to receive retirement plan benefits as described
below under "Retirement Plan for Directors."

3. Includes $_________ ($_____ compensation and $_____ accrued
retirement benefits) paid to Mr. Courtney for serving as a trustee or
director by two open-end investment companies (OCC Cash Reserves, Inc.
and PIMCO Advisors VIT (formerly OCC Accumulation Trust)) for which
the Fund's former Sub-Advisor acts as the investment advisor.

4. Includes $______ ($_____ compensation and $______ accrued
retirement benefits) paid to Mr. Clinton for serving as a trustee or
director by two open-end investment companies (OCC Cash Reserves, Inc.
and PIMCO Advisors VIT) for which the Fund's former Sub-Advisor acts
as the investment advisor.

5. Includes $______ estimated to be paid to Mr. Galli for serving as a
trustee or director of __ other Oppenheimer funds (at December 31,
2003) that are not Board III Funds.

6. Includes $_________ paid to Mr. Galli for serving as trustee or
director of __ other Oppenheimer funds (at December 31, 2003) that are
not Board III Funds.

7. Includes $_______ ($______ compensation and $_______ accrued
retirement benefits) paid to Mr. Herrmann for serving as a trustee or
director by two open-end investment companies (OCC Cash Reserves, Inc.
and PIMCO Advisors VIT) for which the Fund's former Sub-Advisor acts
as the investment advisor.

8. Effective 12/31/02 the OCC Cash Reserves Fund, Inc. was liquidated.
Messrs. Clinton, Courtney and Herrmann ceased to be directors of that
fund upon its liquidation and received the one-time retirement
benefits referenced above.

* For purposes of this section only, "Fund Complex" includes the
Oppenheimer funds, PIMCO Advisors VIT (formerly OCC Accumulation
Trust) and OCC Cash Reserves, Inc. in accordance with the instructions
for Form N-1A. The Manager does not consider PIMCO Advisors VIT and
OCC Cash Reserves, Inc. to be part of the OppenheimerFunds "Fund
Complex" or "Family of Investment Companies" as those terms may be
otherwise interpreted.

|X| Retirement Plan for Directors. The Fund has adopted a
retirement plan that provides for payments to retired Directors.
Payments are up to 80% of the average compensation paid during a
Director's five years of service in which the highest
compensation was received. A Director must serve as director for
any of the Board III Funds for at least seven years in order to
be eligible for retirement plan benefits and must serve for at
least 15 years to be eligible for the maximum benefit. Each
Director's retirement benefits will depend on the amount of the
Director's future compensation and length of service.

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

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

|X| Major Shareholders. As of _____________2005, the only
persons who owned of record or were known by the Fund to own
beneficially 5% or more of any class of the Fund's outstanding
shares; and their holdings of that class as of that date, were
the following:

[to be provided]

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 1.202.942.8090. The Code of
Ethics can also be viewed as part of the Fund's registration
statement on the SEC's EDGAR database at the SEC's Internet
website at www.sec.gov. Copies may be obtained, after paying a
duplicating fee, by electronic request at the following
----------- E-mail address: publicinfo@sec.gov., or by writing to
the SEC's Public Reference Section, Washington, D.C.
------------------- 20549-0102.

Portfolio Proxy Voting. The Fund has adopted Portfolio Proxy
Voting Policies and Procedures 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 Portfolio
Proxy Voting Guidelines and to maintain records of such portfolio
proxy voting. The Proxy Voting Guidelines include provisions to
address conflicts of interest that may arise between the Fund and
OFI where an OFI directly-controlled affiliate manages or
administers the assets of a pension plan of a company soliciting
the proxy. The Fund's Portfolio Proxy Voting Guidelines on
routine and non-routine proxy proposals are summarized below.

o The Fund votes with the recommendation of the issuer's management on
routine matters, including election of directors nominated by
management and ratification of auditors, unless circumstances indicate
otherwise.

o In general, the Fund opposes anti-takeover proposals and supports
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.

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 will be required to file new 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 1.800.525.7048 and (ii) on the SEC's
website at www.sec.gov.

|X| The Investment Advisory Agreement. The Manager provides
investment advisory and management services to the Fund under an
investment advisory agreement between the Manager and the Fund.
The Manager handles the Fund's day-to-day business, and the
agreement permits the Manager to enter into sub-advisory
agreements with other registered investment advisers to obtain
specialized services for the Fund, as long as the Fund is not
obligated to pay any additional fees for those services. Prior to
December 31, 2004, the Manager retained OpCap Advisors (the
"Former Sub-Advisor") pursuant to a separate Sub-Advisory
Agreement, under which the Sub-Advisor bought and sold portfolio
securities for the Fund. The Sub-Advisory Agreement expired on
December 31, 2004.

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

The Fund pays expenses not expressly assumed by the Manager
under the advisory agreement. The advisory agreement lists
examples of expenses paid by the Fund. The major categories
relate to calculation of the Fund's net asset values per share,
interest, taxes, brokerage commissions, fees to Independent
Directors, legal and audit expenses, custodian and transfer agent
expenses, share issuance costs, certain printing and registration
costs and non-recurring expenses, including litigation costs. The
management fees paid by the Fund to the Manager are calculated at
the rates described in the Prospectus, which are applied to the
assets of the Fund as a whole. The fees are allocated to each
class of shares based upon the relative proportion of the Fund's
net assets represented by that class. The management fees paid by
the Fund to the Manager during its last three fiscal years were:

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

Fiscal Year ended 10/31: Management Fees Paid to OppenheimerFunds, Inc. 1

2002 $9,101,127

2003 $7,651,747

2004 $

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

1. The Manager, not the Fund, paid the former Sub-Advisor an annual
sub-advisory fee. For fiscal year 2004, this sub-advisory fee was
$_________; for fiscal year 2003, this sub-advisory fee was
$2,520,740; and for fiscal year 2002, this sub-advisory fee was
$2,635,056.

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 resulting from a good
faith error or omission on its part with respect to any of its
duties under the agreement.

The agreement permits the Manager to act as investment
adviser for any other person, firm or corporation and to use the
names "Oppenheimer" and "Quest for Value" 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 right of the Fund to use the names "Oppenheimer" or "Quest"
as part of its name.

|X| Annual Approval of Investment Advisory Agreement. Each
year, the Board of Directors, including a majority of the
Independent Directors, is required to approve the renewal of the
investment advisory agreement. The Investment Company Act
requires that the Board request and evaluate and the Manager
provide such information as may be reasonably necessary to
evaluate the terms of the investment advisory agreements. The
Board employs an independent consultant to prepare a report that
provides such information as the Board requests for this purpose.

The Board also receives information about the 12b-1
distribution fees the Fund pays. These distribution fees are
reviewed and approved at a different time of the year.

The Board reviewed the foregoing information in arriving at
its decision to renew the investment advisory agreements. Among
other factors, the Board considered: o The nature, cost, and
quality of the services provided to the Fund and its
shareholders; o The profitability of the Fund to the Manager; o
The investment performance of the Fund in comparison to regular
market indices; o Economies of scale that may be available to the
Fund from the Manager; o Fees paid by other mutual funds for
similar services; o The value and quality of any other benefits
or services received by the Fund from its relationship with the
Manager, and o The direct and indirect benefits the Manager
received from its relationship with the Fund. These included
services provided by the Distributor and the Transfer Agent, and
brokerage and soft dollar arrangements permissible under Section
28(e) of the Securities Exchange Act.

The Board considered that the Manager must be able to pay
and retain high quality personnel at competitive rates to provide
services to the Fund. The Board also considered that maintaining
the financial viability of the Manager is important so that they
will be able to continue to provide quality services to the Fund
and its shareholders in adverse times. The Board also considered
the investment performance of other mutual funds advised by the
Manager. The Board is aware that there are alternatives to the
use of the Manager.

These matters were also considered by the Independent
Directors, meeting separately from the full Board with
experienced Counsel to the Fund who assisted the Board in its
deliberations. The Fund's Counsel is independent of the Manager
within the meaning and intent of the SEC Rules regarding the
independence of counsel.

After careful deliberation, the Board, including the
Independent Directors, concluded that it was in the best interest
of shareholders to continue the investment advisory agreements
for another year. In arriving at a decision, the Board did not
single out any one factor or group of factors as being more
important than other factors, but considered all factors
together. The Board judged the terms and conditions of the
investment advisory agreements, including the investment advisory
fee, in light of all of the surrounding circumstances. After
deliberating the Board approved the following new fee schedule
effective January 1, 2005: the Fund will pay the Manager an
advisory fee at an annual rate that declines as the Fund's assets
grow: 0.75% of the first $200 million of average annual net
assets of the Fund, 0.72% of the next $200 million, 0.69% of the
next $200 million, 0.66% of the next $200 million, 0.60% of the
next $700 million, 0.58% of the next $1 billion and 0.56% of
average annual net assets in excess of $2.5 billion. From January
1, 2004 through December 31, 2004, the annual advisory fee rate
was: 0.90% of the first $400 million of average annual net assets
of the Fund, 0.85% of the next $400 million, 0.80% of the next
$400 million, 0.70% of the next $400 million, 0.65% of the next
$400 million and 0.60% of average annual net assets in excess of
$2 billion.

Brokerage Policies of the Fund Brokerage Provisions of the
Investment Advisory Agreement. One of the duties of the Manager
under the investment advisory agreement is to arrange the
portfolio transactions for the Fund. The advisory agreement
contains provisions relating to the employment of broker-dealers
to effect the Fund's portfolio transactions. The Manager is
authorized by the advisory agreement to employ broker-dealers,
including "affiliated" brokers, as that term is defined in the
Investment Company Act. The Manager may employ broker-dealers
that the Manager thinks, in its best judgment based on all
relevant factors, will implement the policy of the Fund to
obtain, at reasonable expense, the "best execution" of the Fund's
portfolio transactions. "Best execution" means prompt and
reliable execution at the most favorable price obtainable. The
Manager need not seek competitive 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 Directors.

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 brokerage
and/or research services to the Fund and/or the other accounts
over which the Manager or its affiliates have investment
discretion. The commissions paid to those brokers may be higher
than another qualified broker would charge, if the Manager makes
a good faith determination that the commission is fair and
reasonable in relation to the services provided.

Rule 12b-1 under the Investment Company Act prohibits
(effective December 13, 2004) 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 advisor 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 Directors 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.

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

Transactions in securities other than those for which an
exchange is the primary market are generally done with principals
or market makers. In transactions on foreign exchanges, the Fund
may be required to pay fixed brokerage commissions and therefore
would not have the benefit of negotiated commissions available in
U.S. markets. Brokerage commissions are paid primarily for
transactions in listed securities or for certain fixed-income
agency transactions in the secondary market. Otherwise brokerage
commissions are paid only if it appears likely that a better
price or execution can be obtained by doing so.

The Manager serves as investment manager to a number of
clients, including other investment companies, and may in
the future act as investment manager or advisor to others.
It is the practice of the Manager to allocate purchase or
sale transactions among the Fund and other clients whose
assets it manages in a manner it deems equitable. In making
those allocations, the Manager considers several main
factors, including the respective investment objectives, the
relative size of portfolio holdings of the same or
comparable securities, the availability of cash for
investment, the size of investment commitments generally
held and the opinions of the persons responsible for
managing the portfolios of the Fund and each other client's
accounts.

When orders to purchase or sell the same security on
identical terms are placed by more than one of the funds
and/or other advisory accounts managed by the Manager or its
affiliates, the transactions are generally executed as
received, although a fund or advisory account that does not
direct trades to a specific broker (these are called "free
trades") usually will have its order executed first. Orders
placed by accounts that direct trades to a specific broker
will generally be executed after the free trades. All orders
placed on behalf of the Fund are considered free trades.
However, having an order placed first in the market does not
necessarily guarantee the most favorable price. Purchases
are combined where possible for the purpose of negotiating
brokerage commissions. In some cases that practice might
have a detrimental effect on the price or volume of the
security in a particular transaction for the Fund.

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

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

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

The 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. d by

Fiscal Year Total Brokerage Commissions
Ended 10/31: Paid by the Fund (1)

2002 $427,266

2003 $498,815

2004 $ 2

1. Amounts do not include spreads or commissions on
principal transactions on a net trade basis.

2. In the fiscal year ended 10/31/04, the amount of
transactions directed to brokers for research services was
$_______ and the amount of the commissions paid to
broker-dealers for those services was $___________.

Distribution and Service Plans

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

The sales charges and concessions paid to, or retained
by, the Distributor from the sale of shares and the
contingent deferred sales charges retained by the
Distributor on the redemption of shares during the Fund's
the three most recent fiscal years are shown in the tables
below.

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

Fiscal Year Ended Aggregate Front-End Sales Class A Front-End Sales
Charges Retained by
10/31: Charges on Class A Shares Distributor1

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

2002 $940,224 $299,952

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

2003 $714,781 $221,497

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

2004 $ $

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

1. Includes amounts retained by a broker-dealer that is an affiliate or a parent of the Distributor.

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

Fiscal Year Ended Concessions on Concessions on Class Concessions on Class Concessions on Class N
Class A Shares
Advanced by B Shares Advanced by C Shares Advanced by Shares Advanced by
10/31: Distributor1 Distributor1 Distributor1 Distributor1

2002 $119,131 $1,231,719 $183,899 $71,519

2003 $82,712 $735,245 $108,515 $32,571

2004 $ $ $ $

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

1. The Distributor advances concession payments to dealers for certain
sales of Class A shares and for sales of Class B, Class C and Class N
shares from its own resources at the time of sale.

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

Fiscal Year Class A Contingent Class B Contingent Class C Contingent Class N Contingent
Ended 10/31 Deferred Sales Charges Deferred Sales Charges Deferred Sales Charges Deferred Sales Charges
Retained by Distributor Retained by Distributor Retained by Distributor Retained by Distributor

2002 $17,617 $811,106 $16,639 $5,733

2003 $12,943 $629,815 $19,215 $20,909

2004 $ $ $ $

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

Distribution and Service Plans. The Fund has adopted a Service Plan
for Class A shares and Distribution and Service Plans for Class B,
Class C and Class N shares under Rule 12b-1 of the Investment Company
Act. Under those plans the Fund 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 Directors, including a
majority of the Independent Directors1, 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.

Financial intermediaries, brokers and dealers may
receive other payments from the Distributor or the Manager
from their own resources in connection with the promotion
and/or sale of shares of the Fund, including payments to
defray expenses incurred in connection with educational
seminars and meetings. The Manager or Distributor may share
expenses incurred by financial intermediaries in conducting
training and educational meetings about aspects of the Fund
for employees of the intermediaries or for hosting client
seminars or meetings at which the Fund is discussed. In
their sole discretion, the Manager and/or the Distributor
may increase or decrease the amount of payments they make
from their own resources for these purposes.

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 Directors and its Independent Directors
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 Directors 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 Directors and the Independent Directors
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 the 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 Directors 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 Directors.

Each plan states that while it is in effect, the
selection and nomination of those Directors of the Fund who
are not "interested persons" of the Fund is committed to the
discretion of the Independent Directors. 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 Directors.

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

|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 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 compensation to the Distributor
at a rate of up to 0.25% of average annual net assets of
Class A shares. 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.
The Board of Directors has set that rate. While the plan
permits the Board to authorize payments to the Distributor
to reimburse itself for services under the plan, the Board
has not yet done so, except in the case of the special
arrangement described below, regarding grandfathered
retirement accounts. The Distributor makes payments to plan
recipients quarterly at an annual rate not to exceed 0.25%
of the average annual net assets consisting of Class A
shares held in the accounts of the recipients or their
customers.

Under the Class A distribution plan, the plan provides
for the Fund to pay an asset-based sales charge to the
Distributor at an annual rate of 0.25% of average annual net
assets of Class A shares of the Fund. Effective January 1,
2003, the Board set that rate to zero. [Prior to that date,
the Fund paid the Distributor an annual asset-based sales
charge equal to 0.15% of average annual net assets
representing Class A shares purchased before September 1,
1993, and 0.10% of average annual net assets representing
Class A shares purchased on or after that date. The
Distributor paid the entire asset-based sales charge to
brokers, dealers and financial institutions.

With respect to purchases of Class A shares subject to
a contingent deferred sales charge by certain retirement
plans that purchased such shares prior to March 1, 2001
("grandfathered retirement accounts"), the Distributor
currently intends to pay the service fee to recipients in
advance for the first year after the shares are purchased.
During the first year the shares are sold, the Distributor
retains the service fee to reimburse itself for the costs of
distributing the shares. After the first year shares are
outstanding, the Distributor makes service fee payments to
recipients quarterly on those shares. The advance payment is
based on the net asset value of shares sold. Shares
purchased by exchange do not qualify for the advance service
fee payment. If Class A shares purchased by grandfathered
retirement accounts are redeemed during the first year after
their purchase, the recipient of the service fees on those
shares will be obligated to repay the Distributor a pro rata
portion of the advance payment of the service fee made on
those shares.

For the fiscal year ended October 31, 2004 payments
under the Class A distribution and service plan totaled
$________, of which $_______ was service fee payments
retained by the Distributor in connection with the
grandfathered retirement accounts, described above, and
included $_________ paid to an affiliate of the
Distributor's parent company. Any unreimbursed expenses the
Distributor incurs with respect to Class A shares in any
fiscal year cannot be recovered in subsequent years. The
Distributor may not use payments received under the Class A
plan to pay any of its interest expenses, carrying charges,
or other financial costs, or allocation of overhead.

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

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

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

The Distributor retains the asset-based sales charge on
Class B and Class N shares. The Distributor retains the
asset-based sales charge on Class C shares during the first
year the shares are outstanding. It pays the asset-based
sales charge as an ongoing concession to the recipient on
Class C shares outstanding for a year or more. If a dealer
has a special agreement with the Distributor, the
Distributor will pay the Class B, Class C or Class N service
fee and the asset-based sales charge to the dealer quarterly
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, Class C and
Class N shares allow investors to buy shares without a
front-end sales charge while allowing the Distributor to
compensate dealers that sell those shares. The Fund pays the
asset-based sales charge to the Distributor for its services
rendered in distributing Class B, Class C and Class N
shares. The payments are made to the Distributor in
recognition that the Distributor:

o pays sales concessions to authorized brokers and dealers at the time
of sale and pays service fees as described above,

o may finance payment of sales concessions and/or the advance of the
service fee payment to recipients under the plans, or may provide such
financing from its own resources or from the resources of an
affiliate,

o employs personnel to support distribution of Class B, Class C and
Class N shares,

o bears the costs of sales literature, advertising and prospectuses
(other than those furnished to current shareholders) and state "blue
sky" registration fees and certain other distribution expenses,

o may not be able to adequately compensate dealers that sell Class B,
Class C and Class N shares without receiving payment under the plans
and therefore may not be able to offer such Classes for sale absent
the plans,

o receives payments under the plans consistent with the service fees
and asset-based sales charges paid by other non-proprietary funds that
charge 12b-1 fees,

o may use the payments under the plan to include the Fund in various
third-party distribution programs that may increase sales of Fund
shares,

o may experience increased difficulty selling the Fund's shares if
payments under the plan are discontinued because most competitor 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.

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

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

Distribution Fees Paid to the Distributor in the Fiscal Year Ended 10/31/04

Class A Plan $ $ N/A N/A

Class B Plan $ $ $ %

Class C Plan $ $ $ %

Class N Plan $ $ $ %

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

1. Includes amounts paid to an affiliate of the Distributor's parent
company: $______ (Class A), $______ (Class B), $______ (Class C) and
$______ (Class N).

All payments under the plans are subject to the
limitations imposed by the Conduct Rules of the National
Association of Securities Dealers, Inc. on payments of
asset-based sales charges and service fees

Performance of the Fund

Explanation of Performance Terminology. The Fund uses a variety of
terms to illustrate its investment performance. Those terms include
"cumulative total return," "average annual total return," "average
annual total return at net asset value" and "total return at net asset
value." An explanation of how total returns are calculated is set
forth below. The charts below show the Fund's performance as of the
Fund's most recent fiscal year end. You can obtain current performance
information by calling the Fund's Transfer Agent at 1.800.225.5677 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 Total returns measure the performance of a hypothetical account in
the Fund over various periods and do not show the performance of each
shareholder's account. Your account's performance will vary from the
model performance data if your dividends are received in cash, or you
buy or sell shares during the period, or you bought your shares at a
different time and price than the shares used in the model.

o The Fund's performance returns may not reflect the effect of taxes
on dividends and capital gains distributions.

o An investment in the Fund is not insured by the FDIC or any other
government agency.

o The principal value of the Fund's shares, and total returns are not
guaranteed and normally will fluctuate on a daily basis.

o When an investor's shares are redeemed, they may be worth more or
less than their original cost.

o Total returns for any given past period represent historical
performance information and are not, and should not be considered, a
prediction of future returns.

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

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

In calculating total returns for Class A shares, the
current maximum sales charge of 5.75% (as a percentage of
the offering price) is deducted from the initial investment
("P" in the formula below) (unless the return is shown
without sales charge, as described below). For Class B
shares, payment of the applicable contingent deferred sales
charge is applied, depending on the period for which the
return is shown: 5.0% in the first year, 4.0% in the second
year, 3.0% in the third and fourth years, 2.0% in the fifth
year, 1.0% in the sixth year and none thereafter. For Class
C shares, the 1.0% contingent deferred sales charge is
deducted for returns for the one-year period. For Class N
shares, the 1.0% contingent deferred sales charge is
deducted for returns for the one-year period, and total
returns for the periods prior to 03/01/01 (the inception
date for Class N shares) is based on the Fund's Class A
returns, adjusted to reflect the higher Class N 12b-1 fees.
There is no sales charge on Class Y shares.

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 l/n - 1 Average Annual Total Return
P

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

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

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

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

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

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

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

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

The Fund's Total Returns for the Period Ended 10/31/04

Class of Average Annual Total Returns
Shares

Cumulative Total Returns 1-Year 5-Year 10-Year
(10 years or Life of
Class) (or life-of-class) (or life-of-class

After Sales Without After Without After Without After Without
Charge Sales Sales Sales Charge Sales Sales Sales Sales
Charge Charge Charge Charge Charge Charge

Class A1 % % % % % % % %

Class B2 % % % % % % % %

Class C3 % % % % % % % %

Class N4 % % % % % % N/A N/A

Class Y5 % % % % % % % %

-------------- ------------- ------------ ----------- -------------- ------------ ------------ ------------ ------------
1. Inception of Class A: 4/30/80
2. Inception of Class B: 9/1/93
3. Inception of Class C: 9/1/93
4. Inception of Class N: 3/1/01
5. Inception of Class Y: 12/16/96

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

Average Annual Total Returns for Class A Shares (After Sales Charge)
For the Periods Ended 10/31/04

After Taxes on Distributions % % %

After Taxes on Distributions and % % %
Redemption of Fund Shares

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

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

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

Morningstar proprietary star ratings reflect historical
risk-adjusted total investment return. For each fund with at
least a three-year history, Morningstar calculates a
Morningstar Rating(TM)based on a Morningstar Risk-Adjusted
Return measure that accounts for variation in a fund's
monthly performance (including the effects of sales charges,
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 "Exchange"). The Exchange normally closes at 4:00 P.M.,
but may close earlier on certain days. If Federal Funds are received
on a business day after the close of the Exchange, the shares will be
purchased and dividends will begin to accrue on the next regular
business day. The proceeds of ACH transfers are normally received by
the Fund 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 Statement of
Additional Information because the Distributor or dealer or broker
incurs little or no selling expenses.

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

Oppenheimer AMT-Free Municipals Oppenheimer Limited Term Municipal Fund
Oppenheimer AMT-Free New York Municipals Oppenheimer Main Street Fund
Oppenheimer Balanced Fund Oppenheimer Main Street Opportunity Fund
Oppenheimer Bond Fund Oppenheimer Main Street Small Cap Fund
Oppenheimer California Municipal Fund Oppenheimer MidCap Fund
Oppenheimer Capital Appreciation Fund Oppenheimer New Jersey Municipal Fund
Oppenheimer Capital Preservation Fund Oppenheimer Pennsylvania Municipal Fund
Oppenheimer Capital Income Fund Oppenheimer Principal Protected Main Street Fund
Oppenheimer Champion Income Fund Oppenheimer Principal Protected Main Street Fund II
Oppenheimer Convertible Securities Fund Oppenheimer Principal Protected Main Street Fund III
Oppenheimer Developing Markets Fund Oppenheimer Quest Balanced Fund
Oppenheimer Disciplined Allocation Fund Oppenheimer Quest Capital Value Fund, Inc.
Oppenheimer Discovery Fund Oppenheimer Quest International Value Fund, Inc.
Oppenheimer Emerging Growth Fund Oppenheimer Quest Opportunity Value Fund
Oppenheimer Emerging Technologies Fund Oppenheimer Quest Value Fund, Inc.
Oppenheimer Enterprise Fund Oppenheimer Real Asset Fund
Oppenheimer Equity Fund, Inc. Oppenheimer Real Estate Fund
Oppenheimer Global Fund Oppenheimer Rochester National Municipals
Oppenheimer Global Opportunities Fund Oppenheimer Select Value Fund
Oppenheimer Gold & Special Minerals Fund Oppenheimer Senior Floating Rate Fund
Oppenheimer Growth Fund Oppenheimer Small Cap Value Fund
Oppenheimer High Yield Fund Oppenheimer Strategic Income Fund
Oppenheimer International Bond Fund Oppenheimer Total Return Bond Fund
Oppenheimer International Growth Fund Oppenheimer U.S. Government Trust
Oppenheimer International Small Company Fund Oppenheimer Value Fund
Oppenheimer International Value Fund Limited-Term New York Municipal Fund
Oppenheimer Limited Term California Municipal Fund Rochester Fund Municipals
Oppenheimer Limited-Term Government Fund

And the following money market funds:

Oppenheimer Cash Reserves Centennial Government Trust
Oppenheimer Money Market Fund, Inc. Centennial Money Market Trust
Centennial America Fund, L. P. Centennial New York Tax Exempt Trust
Centennial California Tax Exempt Trust Centennial Tax Exempt Trust

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

Letters of Intent. Under a Letter of Intent ("Letter"), if you
purchase Class A shares or Class A and Class B shares of the Fund and
other Oppenheimer funds during a 13-month period, you can reduce the
sales charge rate that applies to your purchases of Class A shares.
The total amount of your intended purchases of both Class A and Class
B shares will determine the reduced sales charge rate for the Class A
shares purchased during that period. You can include purchases made up
to 90 days before the date of the Letter. Letters do not consider
Class C or Class N shares you purchase or may have purchased.

A Letter is an investor's statement in writing to the
Distributor of the intention to purchase Class A shares or
Class A and Class B shares of the Fund (and other
Oppenheimer funds) during a 13-month period (the "Letter
period"). At the investor's request, this may include
purchases made up to 90 days prior to the date of the
Letter. The Letter states the investor's intention to make
the aggregate amount of purchases of shares which, when
added to the investor's holdings of shares of those funds,
will equal or exceed the amount specified in the Letter.
Purchases made by reinvestment of dividends or distributions
of capital gains and purchases made at net asset value
without sales charge do not count toward satisfying the
amount of the Letter.

A Letter enables an investor to count the Class A and
Class B shares purchased under the Letter to obtain the
reduced sales charge rate on purchases of Class A shares of
the Fund (and other Oppenheimer funds) that applies under
the Right of Accumulation to current purchases of Class A
shares. Each purchase of Class A shares under the Letter
will be made at the offering price (including the sales
charge) that applies to a single lump-sum purchase of shares
in the amount intended to be purchased under the Letter.

In submitting a Letter, the investor makes no
commitment to purchase shares. However, if the investor's
purchases of shares within the Letter period, when added to
the value (at offering price) of the investor's holdings of
shares on the last day of that period, do not equal or
exceed the intended purchase amount, the investor agrees to
pay the additional amount of sales charge applicable to such
purchases. That amount is described in "Terms of Escrow,"
below (those terms may be amended by the Distributor from
time to time). The investor agrees that shares equal in
value to 5% of the intended purchase amount will be held in
escrow by the Transfer Agent subject to the Terms of Escrow.
Also, the investor agrees to be bound by the terms of the
Prospectus, this Statement of Additional Information and the
application used for a Letter. If those terms are amended,
as they may be from time to time by the Fund, the investor
agrees to be bound by the amended terms and that those
amendments will apply automatically to existing Letters.

If the total eligible purchases made during the Letter
period do not equal or exceed the intended purchase amount,
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 to the rates applicable to
actual total purchases. If total eligible purchases during
the Letter period exceed the intended purchase amount and
exceed the amount needed to qualify for the next sales
charge rate reduction set forth in the Prospectus, the sales
charges paid will be adjusted to the lower rate. That
adjustment will be made only if and when the dealer returns
to the Distributor the excess of the amount of concessions
allowed or paid to the dealer over the amount of concessions
that apply to the actual amount of purchases. The excess
concessions returned to the Distributor will be used to
purchase additional shares for the investor's account at the
net asset value per share in effect on the date of such
purchase, promptly after the Distributor's receipt thereof.

The Transfer Agent will not hold shares in escrow for
purchases of shares of the Fund and other Oppenheimer funds
by OppenheimerFunds prototype 401(k) plans under a Letter.
If the intended purchase amount under a Letter entered into
by an OppenheimerFunds prototype 401(k) plan is not
purchased by the plan by the end of the Letter period, there
will be no adjustment of concessions paid to the
broker-dealer or financial institution of record for
accounts held in the name of that plan.

In determining the total amount of purchases made under
a Letter, shares redeemed by the investor prior to the
termination of the Letter period will be deducted. It is the
responsibility of the dealer of record and/or the investor
to advise the Distributor about the Letter when placing any
purchase orders for the investor during the Letter period.
All of such purchases must be made through the Distributor.

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

1. Out of the initial purchase (or subsequent purchases
if necessary) made pursuant to a Letter, shares of the Fund
equal in value up to 5% of the intended purchase amount
specified in the Letter shall be held in escrow by the
Transfer Agent. For example, if the intended purchase amount
is $50,000, the escrow shall be shares valued in the amount
of $2,500 (computed at the offering price adjusted for a
$50,000 purchase). Any dividends and capital gains
distributions on the escrowed shares will be credited to the
investor's account.

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

3. If, at the end of the 13-month Letter period the
total purchases pursuant to the Letter are less than the
intended purchase amount specified in the Letter, the
investor must remit to the Distributor an amount equal 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 amount purchased had been made
at a single time. That sales charge adjustment will apply to
any shares redeemed prior to the completion of the Letter.
If the difference in sales charges is not paid within twenty
days after a request from the Distributor or the dealer, the
Distributor will, within sixty days of the expiration of the
Letter, redeem the number of escrowed shares necessary to
realize such difference in sales charges. Full and
fractional shares remaining after such redemption will be
released from escrow. If a request is received to redeem
escrowed shares prior to the payment of such additional
sales charge, the sales charge will be withheld from the
redemption proceeds.

4. 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.

5. The shares eligible for purchase under the Letter
(or the holding of which may be counted toward completion of
a Letter) include:

(a) Class A shares sold with a front-end sales charge or subject to a
Class A contingent deferred sales charge,

(b) Class B shares of other Oppenheimer funds acquired subject to a
contingent deferred sales charge, and

(c) Class A or Class B shares acquired by exchange of either (1) Class
A shares of one of the other Oppenheimer funds that were acquired
subject to a Class A initial or contingent deferred sales charge or
(2) Class B shares of one of the other Oppenheimer funds that were
acquired subject to a contingent deferred sales charge.

6. Shares held in escrow hereunder will automatically
be exchanged for shares of another fund to which an exchange
is requested, as described in the section of the Prospectus
entitled "How to Exchange Shares" and the escrow will be
transferred to that other fund.

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. Asset Builder Plans also enable
shareholders of Oppenheimer Cash Reserves to use their fund account to
make monthly automatic purchases of shares of up to four other
Oppenheimer funds.

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 nor
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.

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

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

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

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

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

The Distributor will not accept a purchase order of
$100,000 or more 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 A Shares Subject to a Contingent Deferred Sales Charge. For
purchases of Class A shares at net asset value whether or not subject
to a contingent deferred sales charge as described in the Prospectus,
no sales concessions will be paid to the broker-dealer of record, as
described in the Prospectus, on sales of Class A shares purchased with
the redemption proceeds of shares of another mutual fund offered as an
investment option in a retirement plan in which Oppenheimer funds are
also offered as investment options under a special arrangement with
the Distributor, if the purchase occurs more than 30 days after the
Oppenheimer funds are added as an investment option under that plan.
Additionally, that concession will not be paid on purchases of Class A
shares by a retirement plan made with the redemption proceeds of Class
N shares of one or more Oppenheimer funds held by the plan for more
than 18 months.

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

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

o to all rollover IRAs (including SEP IRAs and SIMPLE IRAs),

o to all rollover contributions made to Individual 401(k) plans,
Profit-Sharing Plans and Money Purchase

Pension Plans,

o to all direct rollovers from OppenheimerFunds-sponsored Pinnacle and
Ascender retirement plans,

o to all trustee-to-trustee IRA transfers,

o to all 90-24 type 403(b) transfers,

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

o to Retirement Plans qualified under Sections 401(a) or 401(k) of the
Internal Revenue Code, the recordkeeper or the plan sponsor for which
has entered into a special agreement with the Distributor,

o to Retirement Plans of a plan sponsor where the aggregate assets of
all such plans invested in the Oppenheimer funds is $500,000 or more,

o to OppenheimerFunds-sponsored Ascender 401(k) plans that pay for the
purchase with the redemption proceeds of Class A shares of one or more
Oppenheimer funds, and

o to certain customers of broker-dealers and financial advisors that
are identified in a special agreement between the broker-dealer or
financial advisor and the Distributor for that purpose.

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

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

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

o on purchases of Class N shares by an OppenheimerFunds-sponsored
Pinnacle or Ascender 401(k) plan made with the redemption proceeds of
Class A shares of one or more Oppenheimer funds.

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

|X| Allocation of Expenses. The Fund pays expenses
related to its daily operations, such as custodian fees,
Directors' 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 Directors, 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 on or about the second to last business
day of September.

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

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;

o Accounts held under the Oppenheimer Legacy Program and/or holding
certain Oppenheimer Variable Account Funds;

o Omnibus accounts holding shares pursuant to the Pinnacle, Ascender,
Custom Plus, Recordkeeper Pro and Pension Alliance Retirement Plan
programs; and

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

To access account documents electronically via eDocs
Direct, please visit the Service Center on our website at
www.oppenheimerfunds.com or call 1.888.470.0862 for
instructions.

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

Determination of Net Asset Values Per Share. The net asset values per
share of each class of shares of the Fund are determined as of the
close of business of the Exchange on each day that the Exchange is
open. The calculation is done by dividing the value of the Fund's net
assets attributable to a class by the number of shares of that class
that are outstanding. The Exchange normally closes at 4:00 P.M.,
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 Statement of Additional
Information mean "Eastern time." The Exchange's most recent annual
announcement (which is subject to change) states that it will close on
New Year's Day, Martin Luther King, Jr. Day, Presidents' Day, Good
Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day
and Christmas Day. It may also close on other days.

Dealers other than Exchange members may conduct trading
in certain securities on days on which the Exchange 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.
Additionally, trading on European and Asian stock exchanges
and over-the-counter markets normally is completed before
the close of the Exchange.

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

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

o Equity securities traded on a U.S. securities exchange or on
Nasdaq(R)are valued as follows:

(1) if last sale information is regularly reported, they are valued at
the last reported sale price on the

principal exchange on which they are traded or on Nasdaq, as
applicable, on that day, or

(2) if last sale information is not available on a valuation date,
they are valued at the last reported sale price preceding the
valuation date if it is within the spread of the closing "bid" and
"asked" prices on the valuation date or, if not, at the closing "bid"
price on the valuation date.

o Equity securities traded on a foreign securities exchange generally
are valued in one of the following ways:

(1) at the last sale price available to the pricing service approved
by the Board of Directors, or

(2) at the last sale price obtained by the Manager from the report of
the principal exchange on which the security is traded at its last
trading session on or immediately before the valuation date, or

(3) at the mean between the "bid" and "asked" prices obtained from the
principal exchange on which the security is traded or, on the basis of
reasonable inquiry, from two market makers in the security.

o Long-term debt securities having a remaining maturity in excess of
60 days are valued based on the mean between the "bid" and "asked"
prices determined by a portfolio pricing service approved by the
Fund's Board of Directors or obtained by the Manager from two active
market makers in the security on the basis of reasonable inquiry.

o The following securities are valued at the mean between the "bid"
and "asked" prices determined by a pricing service approved by the
Fund's Board of Directors or obtained by the Manager from two active
market makers in the security on the basis of reasonable inquiry:

(1) debt instruments that have a maturity of more than 397 days when
issued,

(2) debt instruments that had a maturity of 397 days or less when
issued and have a remaining maturity of more than 60 days, and

(3) non-money market debt instruments that had a maturity of 397
days or less when issued and which have a remaining maturity of
60 days or less.

o The following securities are valued at cost, adjusted for
amortization of premiums and accretion of discounts:

(1) money market debt securities held by a non-money market fund
that had a maturity of less than 397 days when issued that have a
remaining maturity of 60 days or less, and

(2) debt instruments held by a money market fund that have a
remaining maturity of 397 days or less.

o Securities (including restricted securities) not having
readily-available market quotations are valued at fair value
determined under the Board's procedures. If the Manager is unable
to locate two market makers willing to give quotes, a security
may be priced at the mean between the "bid" and "asked" prices
provided by a single active market maker (which in certain cases
may be the "bid" price if no "asked" price is available).

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

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

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

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

How to Sell Shares

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

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

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

o Class A shares purchased subject to an initial sales charge or
Class A shares on which a contingent deferred sales charge was
paid, or

o Class B shares that were subject to the Class B contingent
deferred sales charge when redeemed.

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

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

Payments "In Kind". The Prospectus states that payment for shares
tendered for redemption is ordinarily made in cash. However,
under certain circumstances, the Board of Directors 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 Directors has the
right to cause the involuntary redemption of the shares held in
any account if the aggregate net asset value of those shares is
less than $500 or such lesser amount as the Board may fix. The
Board will not cause the involuntary redemption of shares in an
account if the aggregate net asset value of such shares has
fallen below the stated minimum solely as a result of market
fluctuations. If the Board exercises this right, it may also fix
the requirements for any notice to be given to the shareholders
in question (not less than 30 days). The Board may alternatively
set requirements for the shareholder to increase the investment,
or set other terms and conditions so that the shares would not be
involuntarily redeemed.

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

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

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

(1) state the reason for the distribution;

(2) state the owner's awareness of tax penalties if the
distribution is premature; and

(3) conform to the requirements of the plan and the Fund's other
redemption requirements.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

How to Exchange Shares

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

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

The following funds only offer Class A shares:

Centennial America Fund, L.P. Centennial Money Market Trust
Centennial California Tax Exempt Trust Centennial New York Tax Exempt Trust
Centennial Government Trust Centennial Tax Exempt Trust

The following funds do not offer Class N shares:

Limited Term New York Municipal Fund Oppenheimer New Jersey Municipal Fund
Oppenheimer AMT-Free Municipals Oppenheimer Principal Protected Main Street Fund II
Oppenheimer AMT-Free New York Municipals Oppenheimer Pennsylvania Municipal Fund
Oppenheimer California Municipal Fund Oppenheimer Rochester National Municipals
Oppenheimer International Value Fund Oppenheimer Senior Floating Rate Fund
Oppenheimer Limited Term California Municipal Fund Rochester Fund Municipals
Oppenheimer Limited Term Municipal Fund
Oppenheimer Money Market Fund, Inc.

The following funds do not offer Class Y shares:

Limited Term New York Municipal Fund Oppenheimer International Small Company Fund
Oppenheimer AMT-Free Municipals Oppenheimer Limited Term Municipal Fund
Oppenheimer AMT-Free New York Municipals Oppenheimer New Jersey Municipal Fund
Oppenheimer Balanced Fund Oppenheimer Pennsylvania Municipal Fund
Oppenheimer California Municipal Fund Oppenheimer Principal Protected Main Street Fund
Oppenheimer Capital Income Fund Oppenheimer Principal Protected Main Street Fund II
Oppenheimer Cash Reserves Oppenheimer Principal Protected Main Street Fund III
Oppenheimer Champion Income Fund Oppenheimer Quest Capital Value Fund, Inc.
Oppenheimer Convertible Securities Fund Oppenheimer Quest International Value Fund, Inc.
Oppenheimer Disciplined Allocation Fund Oppenheimer Rochester National Municipals
Oppenheimer Developing Markets Fund Oppenheimer Senior Floating Rate Fund
Oppenheimer Gold & Special Minerals Fund Oppenheimer Small Cap Value Fund
Oppenheimer International Growth Fund Oppenheimer Total Return Bond Fund

o Oppenheimer Money Market Fund, Inc. only offers Class A and
Class Y shares.

o Class Y shares of Oppenheimer Real Asset Fund may not be
exchanged for shares of any other fund.

o Class B, Class C and Class N shares of Oppenheimer Cash
Reserves are generally available only by

exchange from the same class of shares of other Oppenheimer funds
or through OppenheimerFunds-sponsored 401(k) plans.

o Class M shares of Oppenheimer Convertible Securities Fund may
be exchanged only for Class A shares of other Oppenheimer funds.
They may not be acquired by exchange of shares of any class of
any other Oppenheimer funds except Class A shares of Oppenheimer
Money Market Fund or Oppenheimer Cash Reserves acquired by
exchange of Class M shares.

o Shares of Oppenheimer Capital Preservation Fund may not be
exchanged for shares of Oppenheimer Money Market Fund, Inc.,
Oppenheimer Cash Reserves or Oppenheimer Limited-Term Government
Fund. Only participants in certain retirement plans may purchase
shares of Oppenheimer Capital Preservation Fund, and only those
participants may exchange shares of other Oppenheimer funds for
shares of Oppenheimer Capital Preservation Fund.

o Class A shares of Oppenheimer funds may be exchanged at net
asset value for shares of any money market fund offered by the
Distributor. Shares of any money market fund purchased without a
sales charge may be exchanged for shares of Oppenheimer funds
offered with a sales charge upon payment of the sales charge.
They may also be used to purchase shares of Oppenheimer funds
subject to an early withdrawal charge or contingent deferred
sales charge.

o Shares of Oppenheimer Money Market Fund, Inc. purchased with
the redemption proceeds of shares of other mutual funds (other
than funds managed by the Manager or its subsidiaries) redeemed
within the 30 days prior to that purchase may subsequently be
exchanged for shares of other Oppenheimer funds without being
subject to an initial sales charge or contingent deferred sales
charge. To qualify for that privilege, the investor or the
investor's dealer must notify the Distributor of eligibility for
this privilege at the time the shares of Oppenheimer Money Market
Fund, Inc. are purchased. If requested, they must supply proof of
entitlement to this privilege.

o Shares of the Fund acquired by reinvestment of dividends or
distributions from any of the other Oppenheimer funds or from any
unit investment trust for which reinvestment arrangements have
been made with the Distributor may be exchanged at net asset
value for shares of any of the Oppenheimer funds.

o Shares of Oppenheimer Principal Protected Main Street Fund may
be exchanged at net asset value for shares of any of the
Oppenheimer funds. However, shareholders are not permitted to
exchange shares of other Oppenheimer funds for shares of
Oppenheimer Principal Protected Main Street Fund until after the
expiration of the warranty period (8/5/2010).

o Shares of Oppenheimer Principal Protected Main Street Fund II
may be exchanged at net asset value for shares of any of the
Oppenheimer funds. However, shareholders are not permitted to
exchange shares of other Oppenheimer funds for shares of
Oppenheimer Principal Protected Main Street Fund II until after
the expiration of the warranty period (2/4/2011).

o Shares of Oppenheimer Principal Protected Main Street Fund III
may be exchanged at net asset value for shares of any of the
Oppenheimer funds. However, shareholders are not permitted to
exchange shares of other Oppenheimer funds for shares of
Oppenheimer Principal Protected Main Street Fund III until after
the expiration of the warranty period (12/6/2011).

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

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

o When Class A shares of any Oppenheimer fund (other
than Rochester National Municipals and Rochester Fund
Municipals) 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.

o When Class A shares of Rochester National Municipals
and Rochester Fund Municipals acquired 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.

With respect to Class B shares (other than Limited-Term
Government Fund, Limited Term Municipal Fund, Limited Term New
York Municipal Fund, Oppenheimer Capital Preservation Fund and
Oppenheimer Senior Floating Rate Fund, the Class B 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 Limited-Term Government Fund,
Limited Term Municipal Fund, Limited Term New York Municipal
Fund, Oppenheimer Capital Preservation Fund and Oppenheimer
Senior Floating Rate Fund, the Class B contingent deferred sales
charge is imposed on Class B shares acquired by exchange if they
are redeemed within 5 years of the initial purchase of the
exchanged Class B shares.

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| Limits on Multiple Exchange Orders. The Fund
reserves the right to reject telephone or written exchange
requests submitted in bulk by anyone on behalf of more than
one account.

|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 from a dealer
might require the disposition of portfolio securities at a
time or at a price that might be disadvantageous to the
Fund, the Fund may refuse the request.

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

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

The different Oppenheimer funds available for exchange
have different investment objectives, policies and risks. A
shareholder should assure that the fund selected is
appropriate for his or her investment and should be aware of
the tax consequences of an exchange. For federal income tax
purposes, an exchange transaction is treated as a redemption
of shares of one 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. The Fund has no fixed dividend rate
and there can be no assurance as to the payment of any dividends
or the realization of any capital gains. The dividends and
distributions paid by a class of shares will vary from time to
time depending on market conditions, the composition of the
Fund's portfolio, and expenses borne by the Fund or borne
separately by a class. Dividends are calculated in the same
manner, at the same time, and on the same day for each class of
shares. However, dividends on Class B, Class C and Class N shares
are expected to be lower than dividends on Class A and Class Y
shares. That is because of the effect of the asset-based sales
charge on Class B, Class C and Class N shares. Those dividends
will also differ in amount as a consequence of any difference in
the net asset values of the different classes of shares.

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

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

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

|X| Qualification as a Regulated Investment Company.
The Fund has elected to be taxed as a regulated investment
company under Subchapter M of the Internal Revenue Code of
1986, as amended. As a regulated investment company, the
Fund is not subject to federal income tax on the portion of
its 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. That
qualification enables the Fund to "pass through" its income
and realized capital gains to shareholders without having to
pay tax on them. This avoids a "double tax" on that income
and capital gains, since shareholders normally will be taxed
on the dividends and capital gains they receive from the
Fund (unless their Fund shares are held in a retirement
account or the shareholder is otherwise exempt from tax).

The Internal Revenue Code contains a number of complex
tests relating to qualification that the Fund might not meet
in a particular year. If it did not qualify as a regulated
investment company, the Fund would be treated for tax
purposes as an ordinary corporation and would receive no tax
deduction for payments made to shareholders.

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

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

In addition to satisfying the requirements described
above, the Fund must satisfy an asset diversification test
in order to qualify as a regulated investment company. Under
that test, at the close of each quarter of the Fund's
taxable year, at least 50% of the value of the Fund's assets
must consist of cash and cash items (including receivables),
U.S. government securities, securities of other regulated
investment companies, and securities of other issuers. As to
each of those issuers, the Fund must not have invested more
than 5% of the value of the Fund's total assets in
securities of each such issuer and the Fund must not hold
more than 10% of the outstanding voting securities of each
such issuer. No more than 25% of the value of its total
assets may be invested in the securities of any one issuer
(other than U.S. government securities and securities of
other regulated investment companies), or in two or more
issuers which the Fund controls and which are engaged in the
same or similar trades or businesses. For purposes of this
test, obligations issued or guaranteed by certain agencies
or instrumentalities of the U.S. government are treated as
U.S. government securities.

|X| Excise Tax on Regulated Investment Companies. Under
the Internal Revenue Code, by December 31 each year, the
Fund must distribute 98% of its taxable investment income
earned from January 1 through December 31 of that year and
98% of its capital gains realized in the period from
November 1 of the prior year through October 31 of the
current year. If it does not, the Fund must pay an excise
tax on the amounts not distributed. It is presently
anticipated that the Fund will meet those requirements. To
meet this requirement, in certain circumstances the Fund
might be required to liquidate portfolio investments to make
sufficient distributions to avoid excise tax liability.
However, the Board of Directors and the Manager might
determine in a particular year that it would be in the best
interests of shareholders for the Fund not to make such
distributions at the required levels and to pay the excise
tax on the undistributed amounts. That would reduce the
amount of income or capital gains available for distribution
to shareholders.

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

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

The Fund may either retain or distribute to
shareholders its net capital gain for each taxable year. The
Fund currently intends to distribute any such amounts. If
net long term capital gains are distributed and designated
as a capital gain distribution, it will be taxable to
shareholders as 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/her pro
rata share of tax paid by the Fund on the gain, and will
increase the tax basis for his/her shares by an amount equal
to the deemed distribution less the tax credit.

Investment income that may be received by the Fund from
sources within foreign countries may be subject to foreign
taxes withheld at the source. The United States has entered
into tax treaties with many foreign countries which entitle
the Fund to a reduced rate of, or exemption from, taxes on
such income.

Distributions by the Fund that do not constitute
ordinary income dividends or capital gain distributions will
be treated as a return of capital to the extent of the
shareholder's tax basis in their shares. Any excess will be
treated as gain from the sale of those shares, as discussed
below. Shareholders will be advised annually as to the U.S.
federal income tax consequences of distributions made (or
deemed made) during the year. If prior distributions made by
the Fund must be re-characterized as a non-taxable return of
capital at the end of the fiscal year as a result of the
effect of the Fund's investment policies, they will be
identified as such in notices sent to shareholders.

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

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

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

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

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

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

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

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 in writing and must have an existing account
in the fund selected for reinvestment. Otherwise the shareholder
first must obtain a prospectus for that fund and an application
from the Distributor to establish an account. Dividends and/or
distributions from shares of certain other Oppenheimer funds
(other than Oppenheimer Cash Reserves) 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. 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 served as
an Independent Registered Public Accounting Firm to the Fund.
KPMG LLP audits the Fund's financial statements and performs
other related audit services. KPMG LLP also act as the
independent registered public accounting firm for certain other
funds advised by the Manager and its affiliates. Audit and
non-audit services provided by KPMG LLP to the Fund must be
pre-approved by the Audit Committee.

Appendix A

RATINGS DEFINITIONS
-------------------

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

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

LONG-TERM RATINGS: BONDS AND PREFERRED STOCK ISSUER RATINGS

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

LONG-TERM ISSUE CREDIT RATINGS

Issue credit ratings are based in varying degrees, on the
following considerations:

o Likelihood of payment-capacity and willingness of the obligor
to meet its financial commitment on an obligation in accordance
with the terms of the obligation;

o Nature of and provisions of the obligation; and

o Protection afforded by, and relative position of, the
obligation in the event of bankruptcy, reorganization, or other
arrangement under the laws of bankruptcy and other laws affecting
creditors' rights.

The issue ratings definitions are expressed in terms of
default risk. As such, they pertain to senior obligations of
an entity. Junior obligations are typically rated lower than
senior obligations, to reflect the lower priority in
bankruptcy, as noted above.

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

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

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

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

BB, B, CCC, CC, and C

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

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

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

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

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

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

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

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

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

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

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

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

N.R. Not rated.

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

Bond Investment Quality Standards

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

SHORT-TERM ISSUE CREDIT RATINGS

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

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

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

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

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

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

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

NOTES:

A Standard & Poor's note rating reflects the liquidity factors
and market access risks unique to notes. Notes due in three years
or less will likely receive a note rating. Notes maturing beyond
three years will most likely receive a long-term debt rating. The
following criteria will be used in making that assessment:

o Amortization schedule-the larger the final maturity relative to
other maturities, the more likely it will be treated as a note;
and

o Source of payment-the more dependent the issue is on the market
for its refinancing, the more likely it will be treated as a
note.

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

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

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

Fitch, Inc.

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

INTERNATIONAL LONG-TERM CREDIT RATINGS

The following ratings scale applies to foreign currency and local
currency ratings.

Investment Grade:

AAA: Highest Credit Quality. "AAA" ratings denote the lowest
expectation of credit risk. They are assigned only in the case of
exceptionally strong capacity for timely payment of financial
commitments. This capacity is highly unlikely to be adversely
affected by foreseeable events. AA: Very High Credit Quality.
"AA" ratings denote a very low expectation of credit risk. They
indicate a very strong capacity for timely payment of financial
commitments. This capacity is not significantly vulnerable to
foreseeable events.

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

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

Speculative Grade:

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

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

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

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

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

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

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

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

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

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

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

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

D: Default. Denotes actual or imminent payment default.

B-1
Appendix B

Industry Classifications

Aerospace & Defense Household Products
Air Freight & Couriers Industrial Conglomerates
Airlines Insurance
Auto Components Internet & Catalog Retail
Automobiles Internet Software & Services
Beverages IT Services
Biotechnology Leisure Equipment & Products
Building Products Machinery
Chemicals Marine
Consumer Finance Media
Commercial Banks Metals & Mining
Commercial Services & Supplies Multiline Retail
Communications Equipment Multi-Utilities
Computers & Peripherals Office Electronics
Construction & Engineering Oil & Gas
Construction Materials Paper & Forest Products
Containers & Packaging Personal Products
Distributors Pharmaceuticals
Diversified Financial Services Real Estate
Diversified Telecommunication Services Road & Rail
Electric Utilities Semiconductors and Semiconductor Equipment
Electrical Equipment Software
Electronic Equipment & Instruments Specialty Retail
Energy Equipment & Services Textiles, Apparel & Luxury Goods
Food & Staples Retailing Thrifts & Mortgage Finance
Food Products Tobacco
Gas Utilities Trading Companies & Distributors
Health Care Equipment & Supplies Transportation Infrastructure
Health Care Providers & Services Water Utilities
Hotels Restaurants & Leisure Wireless Telecommunication Services
Household Durables

Appendix C

OppenheimerFunds Special Sales Charge Arrangements and Waivers
--------------------------------------------------------------

In certain cases, the initial sales charge that applies to
purchases of Class A shares1 of the Oppenheimer funds or the
contingent deferred sales charge that may apply to Class A, Class
B or Class C shares may be waived.2 That is because of the
economies of sales efforts realized by OppenheimerFunds
Distributor, Inc., (referred to in this document as the
"Distributor"), or by dealers or other financial institutions
that offer those shares to certain classes of investors.

Not all waivers apply to all funds. For example, waivers relating
to Retirement Plans do not apply to Oppenheimer municipal funds,
because shares of those funds are not available for purchase by
or on behalf of retirement plans. Other waivers apply only to
shareholders of certain funds.

For the purposes of some of the waivers described below and in
the Prospectus and Statement of Additional Information of the
applicable Oppenheimer funds, the term "Retirement Plan" refers
to the following types of plans: 1) plans qualified under
Sections 401(a) or 401(k) of the Internal Revenue Code, 2)
non-qualified deferred compensation plans, 3) employee benefit
plans3 4) Group Retirement Plans4 5) 403(b)(7) custodial plan
accounts 6) Individual Retirement Accounts ("IRAs"), including
traditional IRAs, Roth IRAs, SEP-IRAs, SARSEPs or SIMPLE plans

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

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

Applicability of Class A Contingent Deferred Sales Charges in
Certain Cases

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

There is no initial sales charge on purchases of Class
A shares of any of the Oppenheimer funds in the cases listed
below. However, these purchases may be subject to the Class
A contingent deferred sales charge if redeemed within 18
months (24 months in the case of Oppenheimer Rochester
National Municipals and Rochester Fund Municipals) of the
beginning of the calendar month of their purchase, as
described in the Prospectus (unless a waiver described
elsewhere in this Appendix applies to the redemption).
Additionally, on shares purchased under these waivers that
are subject to the Class A contingent deferred sales charge,
the Distributor will pay the applicable concession described
in the Prospectus under "Class A Contingent Deferred Sales
Charge."5 This waiver provision applies to:

|_| Purchases of Class A shares aggregating $1 million or more.

|_| Purchases of Class A shares by a Retirement Plan that was
permitted to purchase such shares at net asset value but subject
to a contingent deferred sales charge prior to March 1, 2001.
That included plans (other than IRA or 403(b)(7) Custodial Plans)
that: 1) bought shares costing $500,000 or more, 2) had at the
time of purchase 100 or more eligible employees or total plan
assets of $500,000 or more, or 3) certified to the Distributor
that it projects to have annual plan purchases of $200,000 or
more.

|_| Purchases by an OppenheimerFunds-sponsored Rollover IRA, if
the purchases are made:

1) through a broker, dealer, bank or registered investment
adviser that has made special arrangements with the Distributor
for those purchases, or

2) by a direct rollover of a distribution from a qualified
Retirement Plan if the administrator of that Plan has made
special arrangements with the Distributor for those purchases.

|_| Purchases of Class A shares by Retirement Plans that have any
of the following record-keeping arrangements:

1) The record keeping is performed by Merrill Lynch Pierce Fenner
& Smith, Inc. ("Merrill Lynch") on a daily valuation basis for
the Retirement Plan. On the date the plan sponsor signs the
record-keeping service agreement with Merrill Lynch, the Plan
must have $3 million or more of its assets invested in (a) mutual
funds, other than those advised or managed by Merrill Lynch
Investment Management, L.P. ("MLIM"), that are made available
under a Service Agreement between Merrill Lynch and the mutual
fund's principal underwriter or distributor, and (b) funds
advised or managed by MLIM (the funds described in (a) and (b)
are referred to as "Applicable Investments").

2) The record keeping for the Retirement Plan is performed on a
daily valuation basis by a record keeper whose services are
provided under a contract or arrangement between the Retirement
Plan and Merrill Lynch. On the date the plan sponsor signs the
record keeping service agreement with Merrill Lynch, the Plan
must have $3 million or more of its assets (excluding assets
invested in money market funds) invested in Applicable
Investments.

3) The record keeping for a Retirement Plan is handled under a
service agreement with Merrill Lynch and on the date the plan
sponsor signs that agreement, the Plan has 500 or more eligible
employees (as determined by the Merrill Lynch plan conversion
manager).

II.

Waivers of Class A Sales Charges of Oppenheimer Funds

A. Waivers of Initial and Contingent Deferred Sales Charges for
Certain Purchasers.

Class A shares purchased by the following investors are not
subject to any Class A sales charges (and no concessions are paid
by the Distributor on such purchases):

|_| The Manager or its affiliates.

|_| Present or former officers, directors, trustees and employees
(and their "immediate families") of the Fund, the Manager and its
affiliates, and retirement plans established by them for their
employees. The term "immediate family" refers to one's spouse,
children, grandchildren, grandparents, parents, parents-in-law,
brothers and sisters, sons- and daughters-in-law, a sibling's
spouse, a spouse's siblings, aunts, uncles, nieces and nephews;
relatives by virtue of a remarriage (step-children, step-parents,
etc.) are included.

|_| Registered management investment companies, or separate
accounts of insurance companies having an agreement with the
Manager or the Distributor for that purpose.

|_| Dealers or brokers that have a sales agreement with the
Distributor, if they purchase shares for their own accounts or
for retirement plans for their employees.

|_| Employees and registered representatives (and their spouses)
of dealers or brokers described above or financial institutions
that have entered into sales arrangements with such dealers or
brokers (and which are identified as such to the Distributor) or
with the Distributor. The purchaser must certify to the
Distributor at the time of purchase that the purchase is for the
purchaser's own account (or for the benefit of such employee's
spouse or minor children).

|_| Dealers, brokers, banks or registered investment advisors
that have entered into an agreement with the Distributor
providing specifically for the use of shares of the Fund in
particular investment products made available to their clients.
Those clients may be charged a transaction fee by their dealer,
broker, bank or advisor for the purchase or sale of Fund shares.

|_| Investment advisors and financial planners who have entered
into an agreement for this purpose with the Distributor and who
charge an advisory, consulting or other fee for their services
and buy shares for their own accounts or the accounts of their
clients.

|_| "Rabbi trusts" that buy shares for their own accounts, if the
purchases are made through a broker or agent or other financial
intermediary that has made special arrangements with the
Distributor for those purchases.

|_| Clients of investment advisors or financial planners (that
have entered into an agreement for this purpose with the
Distributor) who buy shares for their own accounts may also
purchase shares without sales charge but only if their accounts
are linked to a master account of their investment advisor or
financial planner on the books and records of the broker, agent
or financial intermediary with which the Distributor has made
such special arrangements . Each of these investors may be
charged a fee by the broker, agent or financial intermediary for
purchasing shares.

|_| 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 advisor (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.

B. Waivers of Initial and Contingent Deferred Sales Charges in
Certain Transactions.

Class A shares issued or purchased in the following transactions
are not subject to sales charges (and no concessions are paid by
the Distributor on such purchases):

|_| Shares issued in plans of reorganization, such as mergers,
asset acquisitions and exchange offers, to which the Fund is a
party.

|_| Shares purchased by the reinvestment of dividends or other
distributions reinvested from the Fund or other Oppenheimer funds
(other than Oppenheimer Cash Reserves) or unit investment trusts
for which reinvestment arrangements have been made with the
Distributor.

|_| Shares purchased by the reinvestment of loan repayments by a
participant in a Retirement Plan for which the Manager or an
affiliate acts as sponsor.

C. Waivers of the Class A Contingent Deferred Sales Charge for
Certain Redemptions.

The Class A contingent deferred sales charge is also waived if
shares that would otherwise be subject to the contingent deferred
sales charge are redeemed in the following cases:

|_| To make Automatic Withdrawal Plan payments that are limited
annually to no more than 12% of the account value adjusted
annually.

|_| Involuntary redemptions of shares by operation of law or
involuntary redemptions of small accounts (please refer to
"Shareholder Account Rules and Policies," in the applicable fund
Prospectus).

|_| For distributions from Retirement Plans, deferred
compensation plans or other employee benefit plans for any of the
following purposes:

1) Following the death or disability (as defined in the Internal
Revenue Code) of the participant

or beneficiary. The death or disability must occur after the
participant's account was established.

2) To return excess contributions.

3) To return contributions made due to a mistake of fact.

4) Hardship withdrawals, as defined in the plan.6

5) Under a Qualified Domestic Relations Order, as defined in
the Internal Revenue Code, or, in the case of an IRA, a
divorce or separation agreement described in Section 71(b)
of the Internal Revenue Code.

6) To meet the minimum distribution requirements of the
Internal Revenue Code.

7) To make "substantially equal periodic payments" as
described in Section 72(t) of the Internal Revenue Code.

8) For loans to participants or beneficiaries.

9) Separation from service.7

10) Participant-directed redemptions to purchase shares of a
mutual fund (other than a fund managed by the Manager or a
subsidiary of the Manager) if the plan has made special
arrangements with the Distributor.

11) Plan termination or "in-service distributions," if the
redemption proceeds are rolled over directly to an
OppenheimerFunds-sponsored IRA.

|_| For distributions from 401(k) plans sponsored by
broker-dealers that have entered into a special agreement
with the Distributor allowing this waiver.

|_| For distributions from retirement plans that have $10
million or more in plan assets and that have entered into a
special agreement with the Distributor.

|_| For distributions from retirement plans which are part
of a retirement plan product or platform offered by certain
banks, broker-dealers, financial advisors, insurance
companies or record keepers which have entered into a
special agreement with the Distributor.

III. Waivers of Class B, Class C and Class N Sales Charges
of Oppenheimer Funds

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

A. Waivers for Redemptions in Certain Cases.

The Class B, Class C and Class N contingent deferred sales
charges will be waived for redemptions of shares in the
following cases:

|_| Shares redeemed involuntarily, as described in
"Shareholder Account Rules and Policies," in the applicable
Prospectus.

|_| Redemptions from accounts other than Retirement Plans
following the death or disability of the last surviving
shareholder. 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 by the Social Security
Administration.

|_| Distributions from accounts for which the broker-dealer
of record has entered into a special agreement with the
Distributor allowing this waiver.

|_| Redemptions of Class B shares held by Retirement Plans
whose records are maintained on a daily valuation basis by
Merrill Lynch or an independent record keeper under a
contract with Merrill Lynch.

|_| Redemptions of Class C shares of Oppenheimer U.S.
Government Trust from accounts of clients of financial
institutions that have entered into a special arrangement
with the Distributor for this purpose.

|_| Redemptions 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.

|_| Distributions8 from Retirement Plans or other employee
benefit plans for any of the following purposes:

1) Following the death or disability (as defined in the
Internal Revenue Code) of the participant or beneficiary.
The death or disability must occur after the participant's
account was established in an Oppenheimer fund.

2) To return excess contributions made to a participant's
account.

3) To return contributions made due to a mistake of fact.

4) To make hardship withdrawals, as defined in the plan.9

5) To make distributions required under a Qualified Domestic
Relations Order or, in the case of an IRA, a divorce or
separation agreement described in Section 71(b) of the
Internal Revenue Code.

6) To meet the minimum distribution requirements of the
Internal Revenue Code.

7) To make "substantially equal periodic payments" as described in Section 72(t)
of the Internal Revenue Code.

8) For loans to participants or beneficiaries.10

9) On account of the participant's separation from service.11

10) Participant-directed redemptions to purchase shares of a mutual fund (other
than a fund managed by the Manager or a subsidiary of the Manager) offered as an
investment option in a Retirement Plan if the plan has made special arrangements
with the Distributor.

11) Distributions made on account of a plan termination or "in-service"
distributions, if the redemption proceeds are rolled over directly to an
OppenheimerFunds-sponsored IRA.

12) For distributions from a participant's account under an Automatic Withdrawal
Plan after the participant reaches age 59 1/2, as long as the aggregate value of
the distributions does not exceed 10% of the account's value, adjusted annually.

13) Redemptions of Class B shares under an Automatic Withdrawal Plan for an
account other than a Retirement Plan, if the aggregate value of the redeemed
shares does not exceed 10% of the account's value, adjusted annually.

14) For distributions from 401(k) plans sponsored by broker-dealers that have
entered into a special arrangement with the Distributor allowing this waiver.

|_| Redemptions of Class B shares or Class C shares under an Automatic
Withdrawal Plan from an account other than a Retirement Plan if the aggregate
value of the redeemed shares does not exceed 10% of the account's value
annually.

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

The contingent deferred sales charge is also waived on Class B and Class C
shares sold or issued in the following cases:

|_| Shares sold to the Manager or its affiliates.

|_| Shares sold to registered management investment companies or separate
accounts of insurance companies having an agreement with the Manager or the
Distributor for that purpose.

|_| Shares issued in plans of reorganization to which the Fund is a party.

|_| Shares sold to present or former officers, 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 advisor to those former Quest
for Value Funds. Those funds include:

Oppenheimer Quest Value Fund, Inc. Oppenheimer Small Cap Value Fund
Oppenheimer Quest Balanced Fund Oppenheimer Quest International Value Fund, Inc.
Oppenheimer Quest Opportunity Value Fund

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

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

All of the funds listed above are referred to in this
Appendix as the "Former Quest for Value Funds." The waivers
of initial and contingent deferred sales charges described
in this Appendix apply to shares of an Oppenheimer fund that
are either:

|_| acquired by such shareholder pursuant to an exchange of shares of an
Oppenheimer fund that was one of the Former Quest for Value Funds, or

|_| purchased by such shareholder by exchange of shares of another Oppenheimer
fund that were acquired pursuant to the merger of any of the Former Quest for
Value Funds into that other Oppenheimer fund on November 24, 1995.

A. Reductions or Waivers of Class A Sales Charges.

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

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

-------------------------------- ---------------------------- --------------------------------- ---------------------
Number of Eligible Employees Initial Sales Charge as a Initial Sales Charge as a % of Concession as % of
or Members % of Offering Price Net Amount Invested Offering Price
-------------------------------- ---------------------------- --------------------------------- ---------------------
-------------------------------- ---------------------------- --------------------------------- ---------------------
9 or Fewer 2.50% 2.56% 2.00%
-------------------------------- ---------------------------- --------------------------------- ---------------------
-------------------------------- ---------------------------- --------------------------------- ---------------------
At least 10 but not more than 2.00% 2.04% 1.60%
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. Individuals who qualify
under this arrangement for reduced sales charge rates as
members of Associations also may purchase shares for their
individual or custodial accounts at these reduced sales
charge rates, upon request to the Distributor.

|X| Waiver of Class A Sales Charges for Certain Shareholders. Class A shares
purchased by the following investors are not subject to any Class A initial or
contingent deferred sales charges:

o Shareholders who were shareholders of the AMA Family of Funds on February 28,
1991 and who acquired

shares of any of the Former Quest for Value Funds by merger of a portfolio
of the AMA Family of Funds.

o Shareholders who acquired shares of any Former Quest for Value Fund by merger
of any of the portfolios of the Unified Funds.

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

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

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

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

o withdrawals under an automatic withdrawal plan holding only either Class
B or Class C shares if the

annual withdrawal does not exceed 10% of the initial value of the account
value, adjusted annually, and

o liquidation of a shareholder's account if the aggregate net asset value
of shares held in the account is less than the required minimum value of
such accounts.

|X| Waivers for Redemptions of Shares Purchased on or After March 6, 1995
but Prior to November 24, 1995. In the following cases, the contingent
deferred sales charge will be waived for redemptions of Class A, Class B or
Class C shares of an Oppenheimer fund. The shares must have been acquired
by the merger of a Former Quest for Value Fund into the fund or by exchange
from an Oppenheimer fund that was a Former Quest For Value Fund or into
which such Former Quest for Value Fund merged. Those shares must have been
purchased on or after March 6, 1995, but prior to November 24, 1995: o
redemptions following the death or disability of the shareholder(s) (as
evidenced by a determination of total disability by the U.S. Social
Security Administration); o withdrawals under an automatic withdrawal plan
(but only for Class B or Class C shares) where the annual withdrawals do
not exceed 10% of the initial value of the account value; adjusted
annually, and

o liquidation of a shareholder's account if the aggregate net asset value
of shares held in the account is less than the required minimum account
value.

A shareholder's account will be credited with the
amount of any contingent deferred sales charge paid on the
redemption of any Class A, Class B or Class C shares of the
Oppenheimer fund described in this section if the proceeds
are invested in the same Class of shares in that fund or
another Oppenheimer fund within 90 days after redemption.

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

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

Oppenheimer U. S. Government Trust,
Oppenheimer Bond Fund,
Oppenheimer Value Fund and
Oppenheimer Disciplined Allocation Fund

are modified as described below for those Fund shareholders who were
shareholders of the following funds (referred to as the "Former Connecticut
Mutual Funds") on March 1, 1996, when OppenheimerFunds, Inc. became the
investment adviser to the Former Connecticut Mutual Funds:

Connecticut Mutual Liquid Account Connecticut Mutual Total Return Account
Connecticut Mutual Government Securities Account CMIA LifeSpan Capital Appreciation Account
Connecticut Mutual Income Account CMIA LifeSpan Balanced Account
Connecticut Mutual Growth Account CMIA Diversified Income Account

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

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

Those shareholders who are eligible for the prior Class A CDSC are:

1) persons whose purchases of Class A shares of a Fund and other Former
Connecticut Mutual Funds were $500,000 prior to March 18, 1996, as a result
of direct purchases or purchases pursuant to the Fund's policies on
Combined Purchases or Rights of Accumulation, who still hold those shares
in that Fund or other Former Connecticut Mutual Funds, and

2) persons whose intended purchases under a Statement of Intention entered
into prior to March 18, 1996, with the former general distributor of the
Former Connecticut Mutual Funds to purchase shares valued at $500,000 or
more over a 13-month period entitled those persons to purchase shares at
net asset value without being subject to the Class A initial sales charge

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

|X| Class A Sales Charge Waivers. Additional Class A shares of a Fund may
be purchased without a sales charge, by a person who was in one (or more)
of the categories below and acquired Class A shares prior to March 18,
1996, and still holds Class A shares:

1) any purchaser, provided the total initial amount invested in the Fund or
any one or more of the Former Connecticut Mutual Funds totaled $500,000 or
more, including investments made pursuant to the Combined Purchases,
Statement of Intention and Rights of Accumulation features available at the
time of the initial purchase and such investment is still held in one or
more of the Former Connecticut Mutual Funds or a Fund into which such Fund
merged;

2) any participant in a qualified plan, provided that the total initial
amount invested by the plan in the Fund or any one or more of the Former
Connecticut Mutual Funds totaled $500,000 or more;

3) Directors of the Fund or any one or more of the Former Connecticut
Mutual Funds and members of their immediate families;

4) employee benefit plans sponsored by Connecticut Mutual Financial
Services, L.L.C. ("CMFS"), the prior distributor of the Former Connecticut
Mutual Funds, and its affiliated companies;

5) one or more members of a group of at least 1,000 persons (and persons
who are retirees from such group) engaged in a common business, profession,
civic or charitable endeavor or other activity, and the spouses and minor
dependent children of such persons, pursuant to a marketing program between
CMFS and such group; and

6) an institution acting as a fiduciary on behalf of an individual or
individuals, if such institution was directly compensated by the
individual(s) for recommending the purchase of the shares of the Fund or
any one or more of the Former Connecticut Mutual Funds, provided the
institution had an agreement with CMFS.

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

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

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

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

1) by the estate of a deceased shareholder;

2) upon the disability of a shareholder, as defined in Section 72(m)(7) of
the Internal Revenue Code;

3) for retirement distributions (or loans) to participants or beneficiaries
from retirement plans qualified under Sections 401(a) or 403(b)(7)of the
Code, or from IRAs, deferred compensation plans created under Section 457
of the Code, or other employee benefit plans;

4) as tax-free returns of excess contributions to such retirement or
employee benefit plans;

5) in whole or in part, in connection with shares sold to any state,
county, or city, or any instrumentality, department, authority, or agency
thereof, that is prohibited by applicable investment laws from paying a
sales charge or concession in connection with the purchase of shares of any
registered investment management company;

6) in connection with the redemption of shares of the Fund due to a
combination with another investment company by virtue of a merger,
acquisition or similar reorganization transaction;

7) in connection with the Fund's right to involuntarily redeem or liquidate
the Fund;

8) in connection with automatic redemptions of Class A shares and Class B
shares in certain retirement plan accounts pursuant to an Automatic
Withdrawal Plan but limited to no more than 12% of the original value
annually; or

9) as involuntary redemptions of shares by operation of law, or under
procedures set forth in the Fund's Articles of Incorporation, or as adopted
by the Board of Directors of the Fund.

VI. Special Reduced Sales Charge for Former Shareholders of Advance America
Funds, Inc.

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

VII. Sales Charge Waivers on Purchases of Class M Shares of Oppenheimer
Convertible Securities Fund

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

|_| the Manager and its affiliates,

|_| present or former officers, directors, trustees and employees (and
their "immediate families" as defined in the Fund's Statement of Additional
Information) of the Fund, the Manager and its affiliates, and retirement
plans established by them or the prior investment advisor of the Fund for
their employees,

|_| registered management investment companies or separate accounts of
insurance companies that had an agreement with the Fund's prior investment
advisor or distributor for that purpose,

|_| dealers or brokers that have a sales agreement with the Distributor, if
they purchase shares for their own accounts or for retirement plans for
their employees,

|_| employees and registered representatives (and their spouses) of dealers
or brokers described in the preceding section or financial institutions
that have entered into sales arrangements with those dealers or brokers
(and whose identity is made known to the Distributor) or with the
Distributor, but only if the purchaser certifies to the Distributor at the
time of purchase that the purchaser meets these qualifications,

|_| dealers, brokers, or registered investment advisors that had entered
into an agreement with the Distributor or the prior distributor of the Fund
specifically providing for the use of Class M shares of the Fund in
specific investment products made available to their clients, and

dealers, brokers or registered investment advisors that had entered into an
agreement with the Distributor or prior distributor of the Fund's shares to
sell shares to defined contribution employee retirement plans for which the
dealer, broker, or investment advisor provides administrative services.

-------- 1 Certain waivers also apply to Class M shares of Oppenheimer
Convertible Securities Fund.

2 In the case of Oppenheimer Senior Floating Rate Fund, a
continuously-offered closed-end fund, references to contingent deferred
sales charges mean the Fund's Early Withdrawal Charges and references to
"redemptions" mean "repurchases" of shares.

3 An "employee benefit plan" means any plan or arrangement, whether or not
it is "qualified" under the Internal Revenue Code, under which Class N
shares of an Oppenheimer fund or funds are purchased by a fiduciary or
other administrator for the account of participants who are employees of a
single employer or of affiliated employers. These may include, for example,
medical savings accounts, payroll deduction plans or similar plans. The
fund accounts must be registered in the name of the fiduciary or
administrator purchasing the shares for the benefit of participants in the
plan.

4 The term "Group Retirement Plan" means any qualified or non-qualified
retirement plan for employees of a corporation or sole proprietorship,
members and employees of a partnership or association or other organized
group of persons (the members of which may include other groups), if the
group has made special arrangements with the Distributor and all members of
the group participating in (or who are eligible to participate in) the plan
purchase shares of an Oppenheimer fund or funds through a single investment
dealer, broker or other financial institution designated by the group. Such
plans include 457 plans, SEP-IRAs, SARSEPs, SIMPLE plans and 403(b) plans
other than plans for public school employees. The term "Group Retirement
Plan" also includes qualified retirement plans and non-qualified deferred
compensation plans and IRAs that purchase shares of an Oppenheimer fund or
funds through a single investment dealer, broker or other financial
institution that has made special arrangements with the Distributor.

5 However, that concession will not be paid on purchases of shares in
amounts of $1 million or more (including any right of accumulation) by a
Retirement Plan that pays for the purchase with the redemption proceeds of
Class C shares of one or more Oppenheimer funds held by the Plan for more
than one year.

6 This provision does not apply to IRAs.

7 This provision only applies to qualified retirement plans and 403(b)(7)
custodial plans after your separation from service in or after the year you
reached age 55.

8 The distribution must be requested prior to Plan termination or the
elimination of the Oppenheimer funds as an investment option under the
Plan.

9 This provision does not apply to IRAs.

10 This provision does not apply to loans from 403(b)(7) custodial plans
and loans from the OppenheimerFunds-sponsored Single K retirement plan.

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

Oppenheimer Quest Value Fund, Inc. SM

Internet Website
www.oppenheimerfunds.com
------------------------

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

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

Transfer Agent
OppenheimerFunds Services
P.O. Box 5270
Denver, Colorado 80217
1.800.CALL OPP (225.5677)

Custodian Bank
Citibank, N.A.
111 Wall Street
New York, New York 10005

Independent Auditors
KPMG LLP
707 Seventeenth Street
Denver, Colorado 80202

Legal Counsel
Mayer, Brown, Rowe & Maw LLP
1675 Broadway
New York, New York 10019

(OppenheimerFunds logo)

PX0225.0205

OPPENHEIMER QUEST VALUE FUND, INC.

FORM N-1A

PART C

OTHER INFORMATION

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

(a) (i) Restated Articles of Incorporation dated 8/7/97: Previously filed
with Registrant's Post-Effective Amendment No. 48, 2/13/01, and
incorporated herein by reference

(ii) Articles Supplementary to Restated Articles of Incorporation dated
8/3/99: Previously filed with Registrant's Post-Effective Amendment No. 48,
2/13/01, and incorporated herein by reference

(iii) Articles Supplementary to Restated Articles of Incorporation dated
2/5/01: Previously filed with Registrant's Post-Effective Amendment No. 48,
2/13/01, and incorporated herein by reference

(b) (i) By-Laws dated 8/7/79: Previously filed as Exhibit 2 to the original
Registration Statement on Form N-1 filed on 8/10/79, refiled with
Registrant's Post-Effective Amendment No. 37, 2/13/96 pursuant to Item 102
of Regulation S-T, and incorporated herein by reference.

(ii) Amendment No. 1 to By-Laws dated 2/4/97: Previously filed with
Registrant's Post-Effective Amendment No. 40, 12/18/97, and incorporated
herein by reference.

(iii) Amendment No. 2 to By-Laws dated 7/22/98: Previously filed with
Registrant's Post-Effective Amendment No. 44, 12/23/98, and incorporated
herein by reference.

(c) (i) Specimen Class A Share Certificate: Previously filed with
Registrant's Post-Effective Amendment No. 51, 12/23/03, and incorporated
herein by reference.

(ii) Specimen Class B Share Certificate: Previously filed with Registrant's
Post-Effective Amendment No. 51, 12/23/03, and incorporated herein by
reference.

(iii) Specimen Class C Share Certificate: Previously filed with
Registrant's Post-Effective Amendment No. 51, 12/23/03, and incorporated
herein by reference.

(iv) Specimen Class N Share Certificate: Previously filed with Registrant's
Post-Effective Amendment No. 51, 12/23/03, and incorporated herein by
reference.

(iv) Specimen Class Y Share Certificate: Previously filed with Registrant's
Post-Effective Amendment No. 51, 12/23/03, and incorporated herein by
reference.

(d) (i) Investment Advisory Agreement dated 6/2/97: Previously filed with
Registrant's Post-Effective Amendment No. 40, 12/18/97, and incorporated
herein by reference.

(ii) Amendment dated 10/22/97 to Investment Advisory Agreement: Previously
filed with Registrant's Post-Effective Amendment No. 40, 12/18/97, and
incorporated herein by reference.

(iii) Amendment dated 3/1/02 to Investment Advisory Agreement: Previously
filed with Registrant's Post-Effective Amendment No. 51, 12/23/03, and
incorporated herein by reference.

(iv) Amendment dated 6/15/03 to Investment Advisory Agreement: Previously
filed with Registrant's Post-Effective Amendment No. 51, 12/23/03, and
incorporated herein by reference.

(v) Amendment dated 1/1/04 to Investment Advisory Agreement: Previously
filed with Registrant's Post-Effective Amendment No. 51, 12/23/03, and
incorporated herein by reference.

(vi) Sub-Advisory Agreement dated 3/17/00: Previously filed with
Registrant's Post-Effective Amendment No. 48, 2/13/01, and incorporated
herein by reference.

(vii) Amended and Restated Investment Advisory Agreement dated 1/105: Filed
herewith.

(e) (i) General Distributor's Agreement dated 11/22/95: Previously filed
with Registrant's Post-Effective Amendment No. 37, 2/13/96, and
incorporated herein by reference.

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

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

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

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

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

(f) (i) Form of Deferred Compensation Plan for Disinterested
Trustees/Directors: Previously filed with Post-Effective Amendment No. 43
to the Registration Statement of Oppenheimer Quest For Value Funds (Reg.
No. 33-15489), 12/21/98, and incorporated herein by reference.

(ii) Amended and Restated Retirement Plan for Non-Interested Trustees or
Directors: Previously filed with Registrant's Post-Effective Amendment No.
49 to the Registration Statement of Oppenheimer Quest For Value Funds
(Registration No 33-15489), 2/09/01, and incorporated herein by reference.

(g) (i) Global Custodial Services Agreement dated July 15, 2003, between
Registrant and Citibank, N.A.: 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.

(ii) Amended and Restated Foreign Custody Manager Agreement dated May 31,
2001, as amended July 15, 2003, between Registrant and Citibank, N.A:
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 dated 10/2/92: Previously filed with
Registrant's Pre-Effective Amendment No. 1 and incorporated herein by
reference.

(j) Independent Auditors Consents: To be filed by amendment.

(k) Not applicable.

(l) Investment Letter from OppenheimerFunds, Inc. to Registrant: Previously
filed with Registrant's Post-Effective Amendment No. 1, and incorporated
herein by reference.

(m) (i) Amended and Restated Distribution and Service Plan and Agreement
for Class A shares dated 2/3/98: Previously filed with Registrant's
Post-Effective Amendment No. 44, 12/23/98, and incorporated herein by
reference.

(ii) Amended and Restated Distribution and Service Plan and Agreement for
Class B shares dated 2/3/98: Previously filed with Registrant's
Post-Effective Amendment No. 44, 12/23/98, and incorporated herein by
reference.

(iii) Amended and Restated Distribution and Service Plan and Agreement for
Class C shares dated 2/11/04: Filed herewith.

(iv) Distribution and Service Plan and Agreement for Class N Shares dated
2/5/01: Previously filed with Registrant's Post-Effective Amendment No. 48,
2/13/01, and incorporated herein by reference.

(n) Oppenheimer Funds Multiple Class Plan under Rule 18f-3 updated through
9/15/04: Previously filed with Post-Effective Amendment No. 24 to the
Registration Statement of Oppenheimer Cash Reserves (Reg. No. 33-23223),
9/27/04, and incorporated herein by reference.

(o) Powers of Attorney for John Murphy, Brian Wixted and all Directors:
Filed herewith.

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

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

None.

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

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

Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, 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 director, officer
or controlling person of Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person, Registrant will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act of 1933 and will
be governed by the final adjudication of such issue.

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

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

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

Name and Current Position with

OppenheimerFunds, Inc. Other Business and Connections During the Past Two Years
Lizbeth Aaron-DiGiovanni Formerly Vice President (April 2000) and First Vice President
Vice President (February 2003-July 2004) of Citigroup Global Markets Inc.
Timothy L. Abbuhl, Vice President of OppenheimerFunds Distributor, Inc.
Vice President
Emeline S. Adwers, Formerly Senior Analyst at Palantir Capital (November 1999-January
Vice President 2003).
Robert Agan, Vice President of OppenheimerFunds Distributor, Inc., Shareholder
Vice President Financial Services, Inc., OFI Private Investments, Inc. and Centennial
Asset Management Corporation; Senior Vice President of Shareholders
Services, Inc.
Carl Algermissen, Formerly Associate Counsel and Legal Compliance Officer at Great
Assistant Vice President & Assistant Counsel West-Life & Annuity Insurance Co. (February 2004-October 2004);
previously with INVESCO Funds Group, Inc. (June 1993-December 2003)
most recently as Senior Staff Attorney.
Michael Amato, None
Assistant Vice President
Erik Anderson, None
Assistant Vice President
Tracey Beck Apostolopoulos, Assistant Vice President of OppenheimerFunds Distributor, Inc.
Assistant Vice President
Janette Aprilante, Secretary (since December 2001) of: OppenheimerFunds Distributor,
Vice President & Secretary Inc., Centennial Asset Management Corporation, Oppenheimer Partnership
Holdings, Inc., Oppenheimer Real Asset Management, Inc., Shareholder
Financial Services, Inc., Shareholder Services, Inc. and
OppenheimerFunds Legacy Program. Secretary (since June 2003) of:
HarbourView Asset Management Corporation, OFI Private Investments,
Inc. and OFI Institutional Asset Management, Inc. Assistant Secretary
(since December 2001) of OFI Trust Company.
Hany S. Ayad, None
Assistant Vice President
Robert Baker, None
Assistant Vice President
John Michael Banta, None
Assistant Vice President
Joanne Bardell, None
Assistant Vice President

Kevin Baum, None
Vice President
Jeff Baumgartner, None
Assistant Vice President
Connie Bechtolt, None
Assistant Vice President

Lalit K. Behal Assistant Secretary of HarbourView Asset Management Corporation.
Assistant Vice President
Kathleen Beichert, Vice President of OppenheimerFunds Distributor, Inc.
Vice President
Gerald Bellamy, Assistant Vice President of OFI Institutional Asset Management, Inc.
Assistant Vice President
Erik S. Berg, None
Assistant Vice President

Rajeev Bhaman, None
Vice President
Craig Billings, None
Assistant Vice President
Mark Binning, None
Assistant Vice President
Robert J. Bishop, Treasurer (since October 2003) of OppenheimerFunds Distributor, Inc.
Vice President and Centennial Asset Management Corporation.

John R. Blomfield, None
Vice President

Lisa I. Bloomberg, Formerly First Vice President and Associate General Counsel of UBS
Vice President & Associate Counsel Financial Services Inc. (May 1999-May 2004).
Veronika Boesch, Formerly (until February 2004) an independent consultant/coach in
Assistant Vice President organizational development.
Chad Boll, None
Vice President
Antulio N. Bomfim, A senior economist with the Federal Reserve Board (June 1992-October
Vice President 2003).
John C. Bonnell, Vice President of Centennial Asset Management Corporation. Formerly a
Vice President Portfolio Manager at Strong Financial Corporation (May 1999-May 2004).
Michelle Borre Massick, None
Vice President
Lori Bostrom, Formerly Vice President and Corporate Counsel at Prudential Financial
Vice President & Senior Counsel Inc. (October 2002 - November 2004).
John Boydell, None
Assistant Vice President
Michael Bromberg, None
Assistant Vice President
Lowell Scott Brooks, Vice President of OppenheimerFunds Distributor, Inc.
Vice President
Joan Brunelle, None
Vice President
Richard Buckmaster, None
Vice President
Paul Burke, None
Assistant Vice President
Mark Burns, None
Assistant Vice President
Jeoffrey Caan, Formerly Vice President of ABN AMRO NA, Inc. (June 2002-August 2003).
Vice President
Catherine Carroll, None
Assistant Vice President
Debra Casey, None
Assistant Vice President
Lisa Chaffee, None
Assistant Vice President
Charles Chibnik, None
Assistant Vice President
Brett Clark, None
Assistant Vice President
H.C. Digby Clements, None
Vice President: Rochester Division
Peter V. Cocuzza, None
Vice President
Susan Cornwell, Vice President of Centennial Asset Management Corporation, Shareholder
Vice President Financial Services, Inc. and OppenheimerFunds Legacy Program; Senior
Vice President of Shareholder Services, Inc.

Scott Cottier, None
Vice President: Rochester Division
Laura Coulston, None
Assistant Vice President
Julie C. Cusker, None
Assistant Vice President:
Rochester Division
George Curry, None.
Vice President
John Damian, None
Vice President
John M. Davis, Assistant Vice President of OppenheimerFunds Distributor, Inc.
Assistant Vice President

Craig P. Dinsell, None
Executive Vice President
Randall C. Dishmon, None
Assistant 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.
Thomas Doyle, None
Assistant Vice President
Bruce C. Dunbar, None
Senior Vice President
Brian Dvorak, None
Assistant Vice President
Richard Edmiston, None
Assistant Vice President
Daniel R. Engstrom, None
Assistant Vice President
James Robert Erven None
Assistant Vice President
George R. Evans, None
Senior Vice President and 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 Asset Management
Assistant Vice President Corporation.
Scott T. Farrar, Vice President of OFI Private Investments, Inc.
Vice President
Thomas Farrell, None
Assistant Vice President
Emmanuel Ferreira, Formerly a portfolio manager with Lashire Investments (July
Vice President 1999-December 2002).
Ronald H. Fielding, Vice President of OppenheimerFunds Distributor, Inc.; Director of ICI
Senior Vice President; Mutual Insurance Company; Governor of St. John's College; Chairman of
Chairman of the Rochester Division the Board of Directors of International Museum of Photography at

George Eastman House.

Bradley G. Finkle, Formerly Head of Business Management/Proprietary Distribution at
Vice President Citigroup Asset Management (August 1986-September 2004).
Brian Finley, None
Assistant Vice President
John E. Forrest, Senior Vice President of OppenheimerFunds Distributor, Inc.
Senior Vice President
Jordan Hayes Foster, Vice President of OFI Institutional Asset Management, Inc.
Vice President
David Foxhoven, Assistant Vice President of OppenheimerFunds Legacy Program.
Vice President

Colleen M. Franca, None
Assistant Vice President

Dominic Freud, Formerly, a Partner and European Equity Portfolio manager at SLS
Vice President Management (January 2002-February 2003).

Dan Gagliardo, None
Assistant Vice President
Hazem Gamal, None
Assistant Vice President

Seth Gelman, Formerly an Associate in the Asset Management Legal Department at
Vice President Goldman Sachs & Co. (February 2003-August 2004).
Subrata Ghose, None
Assistant Vice President
Charles W. Gilbert, None
Assistant Vice President
Phillip S. Gillespie, Formerly First Vice President of Merrill Lynch Investment Management
Senior Vice President & Deputy General (2001 to September 2004).
Counsel

Alan C. Gilston, None
Vice President

Jill E. Glazerman, None
Vice President

Bejamin J. Gord, Vice President of HarbourView Asset Management Corporation and of OFI
Vice President Institutional Asset Management, Inc..

Laura Granger, None
Vice President
Robert B. Grill, None
Senior Vice President
Robert Gwynn, None
Vice President: Rochester Division
Robert Haley, None
Assistant Vice President
Marilyn Hall, None
Vice President

Kelly Haney, None
Assistant Vice President
Steve Hauenstein, None
Assistant Vice President
Thomas B. Hayes, None
Vice President

Dennis Hess, None
Assistant Vice President

Joseph Higgins, Vice President of OFI Institutional Asset Management, Inc.
Vice President
Dorothy F. Hirshman, None
Vice President
Daniel Hoelscher, None
Assistant Vice President
Edward Hrybenko, Vice President of OppenheimerFunds Distributor, Inc.
Vice President
Scott T. Huebl, Assistant Vice President of OppenheimerFunds Legacy Program.
Vice President
Margaret Hui, None
Assistant Vice President
John Huttlin, Senior Vice President (Director of the International Division) (since
Vice President January 2004) of OFI Institutional Asset Management, Inc.; Director
(since June 2003) of OppenheimerFunds (Asia) Limited
Corry E. Hyer, None
Assistant Vice President
James G. Hyland, None
Assistant Vice President
Steve P. Ilnitzki, Vice President of OppenheimerFunds Distributor, Inc.
Senior Vice President
Kelly Bridget Ireland, Vice President (since January 2004) of OppenheimerFunds Distributor
Vice President Inc. Formerly, Director of INVESCO Distributors Inc. (April
2000-December 2003).
Kathleen T. Ives, Vice President and Assistant Secretary of OppenheimerFunds
Vice President, Senior Counsel and Distributor, Inc. and Shareholder Services, Inc.; Assistant Secretary
Assistant Secretary of Centennial Asset Management Corporation, OppenheimerFunds Legacy
Program and Shareholder Financial Services, Inc.

William Jaume, Senior Vice President of HarbourView Asset Management Corporation and
Vice President OFI Institutional Asset Management, Inc.; Director of OFI Trust
Company.

Frank V. Jennings, None
Vice President
John Jennings, None
Vice President
John Michael Johnson, None
Assistant Vice President
Charles Kandilis, None
Vice President
Jennifer E. Kane, None
Vice President
Lynn O. Keeshan, Assistant Treasurer of OppenheimerFunds Legacy Program
Senior Vice President
Thomas W. Keffer, None
Senior Vice President
Cristina J. Keller, Vice President of OppenheimerFunds Distributor, Inc.
Vice President
Michael Keogh, Vice President of OppenheimerFunds Distributor, Inc.
Vice President
Martin S. Korn, Formerly a Senior Vice President at Bank of America (Wealth and
Senior Vice President Investment Management Technology Group) (March 2002-August 2004).
James Kourkoulakos, None
Vice President
Brian Kramer, None
Assistant Vice President
Paul Kunz, None
Assistant Vice President
Lisa Lamentino, None
Vice President
John W. Land, Formerly Human Resources Manager at Goldman Sachs (October 2000-July
Assistant Vice President 2004).
Tracey Lange, Vice President of OppenheimerFunds Distributor, Inc.
Vice President
John Latino, None
Assistant Vice President
Kristina Lawrence, Formerly Assistant Vice President of OppenheimerFunds, Inc. (November
Vice President 2002-March 2004).
Guy E. Leaf, None
Vice President
Gayle Leavitt, None
Assistant Vice President
Christopher M. Leavy, None
Senior Vice President
Randy Legg, Formerly an associate with Dechert LLP (September 1998-January 2004).
Assistant Vice President & Assistant Counsel

Laura Leitzinger, Senior Vice President of Shareholder Services, Inc.; Vice President of
Vice President Shareholder Financial Services, Inc.
Justin Leverenz, Formerly, a research/technology analyst at Goldman Sachs, Taiwan (May
Vice President 2002-May 2004)
Michael S. Levine, None
Vice President
Gang Li, None
Vice President
Shanquan Li, None
Vice President
Daniel Lifshey, Formerly a Marketing Manager at PIMCO Advisors (January 2002-September
Assistant Vice President 2004).
Mitchell J. Lindauer, None
Vice President & Assistant General Counsel
Bill Linden, None
Assistant Vice President
Malissa B. Lischin, Assistant Vice President of OppenheimerFunds Distributor, Inc.
Assistant Vice President
David P. Lolli, None
Assistant Vice President
Daniel G. Loughran None
Vice President: Rochester Division
Patricia Lovett, Vice President of Shareholder Financial Services, Inc. and Senior Vice
Vice President President of Shareholder Services, Inc.
Dongyan Ma, Formerly an Assistant Vice President with Standish Mellon Asset
Assistant Vice President Management (October 2001-October 2003).
Steve Macchia, None
Vice President
Mark H. Madden, Formerly Senior Vice President and Senior Portfolio Manager with
Vice President Pioneer Investments, Inc. (July 1990-July 2004).
Michael Magee, None
Vice President
Kathleen Mandzij, Formerly Marketing Manager - Sales Force Marketing (March 2003-June
Assistant Vice President 2004) of OppenheimerFunds, Inc.
Jerry Mandzij, None
Vice President

Angelo G. Manioudakis Senior Vice President of HarbourView Asset Management Corporation and
Senior Vice President of OFI Institutional Asset Management, Inc. Formerly Executive
Director and portfolio manager for Miller, Anderson & Sherrerd, a
division of Morgan Stanley Investment Management (August 1993-April
2002).

LuAnn Mascia, Vice President of OppenheimerFunds Distributor, Inc.
Vice President
Susan Mattisinko, Assistant Secretary of HarbourView Asset Management Corporation,
Vice President & Associate Counsel OppenheimerFunds Legacy Program, OFI Private Investments, Inc., OFI
Institutional Asset Management, Inc. and Oppenheimer Real Asset
Management, Inc. Formerly an Associate at Sidley Austin Brown and Wood
LLP (1995 - October 2003).
Elizabeth McCormack, Vice President and Assistant Secretary of HarbourView Asset Management
Vice President Corporation.
Joseph McGovern, None
Assistant Vice President
Charles L. McKenzie, Chairman of the Board and Director of OFI Trust Company; Chief
Senior Vice President Executive Officer, President, Senior Managing Director and Director of

HarbourView Asset Management Corporation and OFI Institutional Asset
Management, Inc.; President, Chairman and Director of Trinity
Investment Management Corporation

Lucienne Mercogliano, None
Assistant Vice President
Wayne Miao, Formerly an Associate with Sidley Austin Brown & Wood LLP (September
Assistant Vice President and 1999 - May 2004).
Assistant Counsel
Andrew J. Mika, None
Senior Vice President
Nikolaos D. Monoyios, None
Senior Vice President
Charles Moon, Vice President of HarbourView Asset Management Corporation and of OFI
Vice President Institutional Asset Management, Inc.
John Murphy, President and Director of Oppenheimer Acquisition Corp. and
Chairman, President, Chief Oppenheimer Partnership Holdings, Inc. Director of Centennial Asset
Executive Officer & Director Management Corporation, OppenheimerFunds Distributor, Inc.; Chairman
Director of Shareholder Services, Inc. and Shareholder Financial
Services, Inc.; President and Director f OppenheimerFunds Legacy
Program; Director of OFI Institutional Asset Management, Inc., Trinity
Investment Management Corporation, Tremont Capital Management, Inc.,
HarbourView Asset Management Corporation, OFI Private Investments,
Inc.; President and Director of Oppenheimer Real Asset Management,
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.
Meaghan Murphy, Formerly Marketing Professional, RFP Writer at JP Morgan Fleming Asset
Assistant Vice President Management (May 2002 - October 2004).

Thomas J. Murray, None
Vice President
Kenneth Nadler, None
Vice President

Christina Nasta, Vice President of OppenheimerFunds Distributor, Inc.
Vice President
Jesper Nergaard, None
Assistant Vice President
Richard Nichols, None
Vice President

William Norman, None
Assistant Vice President
Matthew O'Donnell, None
Assistant Vice President
John O'Hare, Formerly Executive Vice President and Portfolio Manager (June 2000 -
Vice President August 2003) at Geneva Capital Management, Ltd.
John J. Okray, Formerly Vice President, Head of Trust Operations at Lehman Brothers
Vice President (June 2004-October 2004) prior to which he was an Assistant Vice
President, Director of Trust Services at Cambridge Trust Company
(October 2002-June 2004).
Lerae A. Palumbo, None
Assistant Vice President
David P. Pellegrino, None
Vice President
Allison C. Pells, None
Assistant Vice President
Robert H. Pemble, None
Assistant Vice President
Lori L. Penna, Formerly an RFP Manager/Associate at JPMorgan Chase & Co. (June
Assistant Vice President 2001-September 2004).
Brian Petersen, None
Assistant Vice President
Marmeline Petion-Midy, Formerly a Senior Financial Analyst with General Motors, NY
Assistant Vice President Treasurer's Office (July 2000-Augut 2004).
David Pfeffer, Senior Vice President of HarbourView Asset Management Corporation
Senior Vice President and Chief Financial since February 2004. Formerly, Director and Chief Financial Officer at
Officer Citigroup Asset Management (February 2000-February 2004).
James F. Phillips, None
Vice President
Scott Phillips, Formerly Vice President at Merrill Lynch Investment Management (June
Vice President 2000-July 2004).
Gary Pilc, None
Assistant Vice President
Jason Pizzorusso, Formerly a Vice President, Research and Development at Crucial
Assistant Vice President Security Inc. (August 2000-May 2002; part-time while attending school
until 2003).
David Poiesz, Formerly a Senior Portfolio Manager at Merrill Lynch (October 2002-May
Senior Vice President, Head of Growth 2004). Founding partner of RiverRock, a hedge fund product (April
Equity Investments 1999-July 2001).
Jeffrey Portnoy, None
Assistant Vice President
Raghaw Prasad, None
Assistant Vice President
David Preuss, None
Assistant Vice President
Jane C. Putnam, None
Vice President
Michael E. Quinn, None
Vice President
Julie S. Radtke, None
Vice President
Norma J. Rapini, None
Assistant Vice President:
Rochester Division
Brian N. Reid, None
Assistant Vice President
Marc Reinganum, Formerly (until August 2002) Vaughn Rauscher Chair in Financial
Vice President Investments and Director, Finance Institute of Southern Methodist

University, Texas.
Jill Reiter, None
Assistant Vice President

Claire Ring, None
Assistant Vice President
David Robertson, Senior Vice President of OppenheimerFunds Distributor, Inc.
Senior Vice President

Antoinette Rodriguez, None
Assistant Vice President
Stacey Roode, None
Vice President
Jeffrey S. Rosen, None
Vice President
Stacy Roth, None
Vice President

James H. Ruff, President and Director of OppenheimerFunds Distributor, Inc. and
Executive Vice President Centennial Asset Management Corporation; Executive Vice President of
OFI Private Investments, Inc.
Andrew Ruotolo, Vice Chairman, Treasurer, Chief Financial Officer and Management
Executive Vice President and Director Director of Oppenheimer Acquisition Corp.; President and Director of
Shareholder Services, Inc. and Shareholder Financial Services, Inc.;
Director of Trinity Investment Management Corporation and Director of
OFI Trust Company.

Kim Russomanno, None
Assistant Vice President
Timothy Ryan, Formerly a research analyst in the large equities group at Credit
Vice President Suisse Asset Management (August 2001-June 2004)
Rohit Sah, None
Vice President
Valerie Sanders, None
Vice President
Karen Sandler, None
Assistant Vice President
Rudi W. Schadt, None
Vice President

Ellen P. Schoenfeld, None
Vice President
Maria Schulte, None
Assistant Vice President
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
Navin Sharma, None
Vice President

Bonnie Sherman, None
Assistant Vice President
David C. Sitgreaves, None
Assistant Vice President
Edward James Sivigny None
Assistant Vice President
Enrique H. Smith, None
Vice President
Louis Sortino, None
Assistant Vice President:

Rochester Division

Keith J. Spencer, None
Senior Vice President
Marco Antonio Spinar, None
Assistant Vice President
Richard A. Stein, None
Vice President: Rochester Division

Arthur P. Steinmetz, Senior Vice President of HarbourView Asset Management Corporation.
Senior Vice President
Jennifer Stevens, None
Assistant Vice President

John P. Stoma, Senior Vice President of OppenheimerFunds Distributor, Inc.
Senior Vice President

Michael Stricker, Vice President of Shareholder Services, Inc.
Vice President
Deborah A. Sullivan, Secretary of OFI Trust Company.
Assistant Vice President & Assistant Counsel
Mary Sullivan, None
Assistant Vice President
Michael Sussman, Vice President of OppenheimerFunds Distributor, Inc.
Vice President
Susan B. Switzer, None
Vice President
Brian C. Szilagyi, Manager of Compliance at Berger Financial Group LLC (May 2001-March
Assistant Vice President 2003); Director of Financial Reporting and Compliance at First Data
Corporation (April 2003-June 2004).
Martin Telles, Senior Vice President of OppenheimerFunds Distributor, Inc.
Senior Vice President
Paul Temple, None
Vice President
Jeaneen Terrio, None
Assistant Vice President
Vincent Toner, None
Assistant Vice President
Eamon Tubridy, None
Assistant Vice President
Keith Tucker, None
Assistant Vice President

Cameron Ullyat, None
Assistant Vice President
Angela Uttaro, None
Assistant Vice President:

Rochester Division

Mark S. Vandehey, Vice President of OppenheimerFunds Distributor, Inc., Centennial Asset
Senior Vice President and Chief Compliance Management Corporation and Shareholder Services, Inc. Formerly (until
Officer March 2004) Vice President of OppenheimerFunds, Inc.
Maureen Van Norstrand, None
Vice President
Rene Vecka, Formerly Vice President of Shareholder Services, Inc. (September
Assistant Vice President, 2000-July 2003).
Rochester Division
Vincent Vermette, Vice President of OppenheimerFunds Distributor, Inc.
Assistant Vice President
Phillip F. Vottiero, None
Vice President
Lisa Walsh, None
Assistant Vice President
Patricia Walters, None
Assistant Vice President
Teresa M. Ward, Vice President of OppenheimerFunds Distributor, Inc.
Vice President
Jerry A. Webman, Senior Vice President of HarbourView Asset Management Corporation.
Senior Vice President
Christopher D. Weiler, None
Vice President: Rochester Division
Adam Weiner, Formerly a Vice President at AIG Trading (March 2003-May 2004) prior
Assistant Vice President to which he was a Managing Director at ING Barings (December
1999-February 203).
Barry D. Weiss, Vice President of HarbourView Asset Management Corporation and of
Vice President Centennial Asset Management Corporation.
Melissa Lynn Weiss, None
Vice President & Associate Counsel
Christine Wells, None
Vice President
Joseph J. Welsh, Vice President of HarbourView Asset Management Corporation.
Vice President
Diederick Wermolder, Director of OppenheimerFunds International Ltd. and OppenheimerFunds
Senior Vice President plc; Senior Vice President (Managing Director of the International
Division) of OFI Institutional Asset Management, Inc.; Director of
OppenheimerFunds (Asia) Limited.
Catherine M. White, Assistant Vice President of OppenheimerFunds Distributor, Inc.; member
Assistant Vice President of the American Society of Pension Actuaries (ASPA) since 1995.
Annabel Whiting, None
Assistant Vice President
William L. Wilby, None
Senior Vice President and Senior Investment
Officer, Director of Equities
Donna M. Winn, President, Chief Executive Officer and Director of OFI Private
Senior Vice President Investments, Inc.; Director and President of OppenheimerFunds Legacy

Program; Senior Vice President of OppenheimerFunds Distributor, Inc.

Philip Witkower, Senior Vice President of OppenheimerFunds Distributor, Inc.
Senior Vice President
Brian W. Wixted, Treasurer of HarbourView Asset Management Corporation;
Senior Vice President and OppenheimerFunds International Ltd., Oppenheimer Partnership Holdings,
Treasurer Inc., Oppenheimer Real Asset Management, Inc., Shareholder Services,
Inc., Shareholder Financial Services, Inc., OFI Private Investments,

Inc., OFI Institutional Asset Management, Inc., OppenheimerFunds plc

and OppenheimerFunds Legacy Program; Treasurer and Chief Financial
Officer of OFI Trust Company; Assistant Treasurer of Oppenheimer
Acquisition Corp.

Carol E. Wolf, Senior Vice President of HarbourView Asset Management Corporation and
Senior Vice President of Centennial Asset Management Corporation; serves on the Board of the

Colorado Ballet.

Kurt Wolfgruber, Director of Tremont Capital Management, Inc., HarbourView Asset
Executive Vice President, Chief Investment Management Corporation and OFI Institutional Asset Management, Inc.
Officer and Director (since June 2003)
Caleb C. Wong, None
Vice President
Edward C. Yoensky, None
Assistant Vice President
Jill Zachman, Vice President of OppenheimerFunds Distributor, Inc.
Vice President: Rochester Division
Lucy Zachman, None
Assistant Vice President
Robert G. Zack General Counsel and Director of OppenheimerFunds Distributor, Inc.;
Executive Vice President and General Counsel of Centennial Asset Management Corporation; Senior
General Counsel Vice President and General Counsel of HarbourView Asset Management
Corporation and OFI Institutional Asset Management, Inc.; Senior Vice
President, General Counsel and Director of Shareholder Financial
Services, Inc., Shareholder Services, Inc., OFI Private Investments,
Inc. and OFI Trust Company; Vice President and Director of Oppenheimer
Partnership Holdings, Inc.; Director and Assistant Secretary of
OppenheimerFunds plc; Secretary and General Counsel of Oppenheimer
Acquisition Corp.; Director and Assistant Secretary of
OppenheimerFunds International Ltd.; Director of Oppenheimer Real
Asset Management, Inc. and OppenheimerFunds (Asia) Limited); Vice
President of OppenheimerFunds Legacy Program.

Neal A. Zamore, None
Vice President
Mark D. Zavanelli, None
Vice President
Alex Zhou, None
Assistant Vice President
Arthur J. Zimmer, Senior Vice President (since April 1999) of HarbourView Asset
Senior Vice President Management Corporation.

The Oppenheimer Funds include the following:

Centennial America Fund, L.P.
Centennial California Tax Exempt Trust
Centennial Government Trust
Centennial Money Market Trust
Centennial New York Tax Exempt Trust
Centennial Tax Exempt Trust

Limited Term New York Municipal Fund (Rochester Portfolio Series)
OFI Tremont Core Strategies Hedge Fund
OFI Tremont Market Neutral Hedge Fund
Oppenheimer AMT-Free Municipals
Oppenheimer AMT-Free New York Municipals
Oppenheimer Balanced Fund
Oppenheimer Bond Fund (a series of Oppenheimer Integrity Funds)
Oppenheimer California Municipal Fund
Oppenheimer Capital Appreciation Fund
Oppenheimer Capital Income Fund
Oppenheimer Capital Preservation Fund
Oppenheimer Cash Reserves
Oppenheimer Champion Income Fund
Oppenheimer Convertible Securities Fund (Bond Fund Series)
Oppenheimer Developing Markets Fund
Oppenheimer Discovery Fund
Oppenheimer Emerging Growth Fund
Oppenheimer Emerging Technologies Fund
Oppenheimer Enterprise Fund
Oppenheimer Equity Fund, Inc.

Oppenheimer Global Fund
Oppenheimer Global Opportunities Fund
Oppenheimer Gold & Special Minerals Fund
Oppenheimer Growth Fund
Oppenheimer High Yield Fund
Oppenheimer International Bond Fund
Oppenheimer International Growth Fund
Oppenheimer International Large-Cap Core Fund (a series of Oppenheimer International Large-
Cap Core Trust)
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 MidCap Fund
Oppenheimer Money Market Fund, Inc.

Oppenheimer Multi-Sector Income Trust
Oppenheimer Multi-State Municipal Trust (3 series):
Oppenheimer New Jersey Municipal Fund
Oppenheimer Pennsylvania Municipal Fund
Oppenheimer Rochester National Municipals
Oppenheimer 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 Capital Value Fund, Inc.
Oppenheimer Quest For Value Funds (3 series)
Oppenheimer Quest Balanced Fund
Oppenheimer Quest Opportunity Value Fund
Oppenheimer Small Cap Value Fund

Oppenheimer Quest International Value Fund, Inc.
Oppenheimer Quest Value Fund, Inc.
Oppenheimer Real Asset Fund
Oppenheimer Real Estate Fund
Oppenheimer Select Value Fund
Oppenheimer Senior Floating Rate Fund
Oppenheimer Series Fund, Inc. (2 series):

Oppenheimer Disciplined Allocation Fund
Oppenheimer Value Fund

Oppenheimer Strategic Income Fund
Oppenheimer Total Return Bond Fund
Oppenheimer Tremont Market Neutral Fund, LLC
Oppenheimer Tremont Opportunity Fund, LLC
Oppenheimer U.S. Government Trust
Oppenheimer Variable Account Funds (11 series):
Oppenheimer Aggressive Growth Fund/VA
Oppenheimer Balanced Fund/VA

Oppenheimer Bond Fund/VA
Oppenheimer Capital Appreciation 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 Money Fund/VA
Oppenheimer Strategic Bond Fund/VA
Oppenheimer Value Fund/VA
Panorama Series Fund, Inc. (4 series):
Growth Portfolio
Government Securities Portfolio
Oppenheimer International Growth Fund/VA
Total Return Portfolio
Rochester Fund Municipals

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

The address of OppenheimerFunds, Inc., OppenheimerFunds Distributor, Inc.,
HarbourView Asset Management Corporation, Oppenheimer Partnership Holdings,
Inc., Oppenheimer Acquisition Corp., OFI Private Investments, Inc., OFI
Institutional Asset Management, Inc. and Oppenheimer Trust Company is 2
World Financial Center, 225 Liberty Street, 11th Floor, New York, New York
10281-1008.

The address of Tremont Advisers, Inc. is 555 Theodore Fremd Avenue, Suite
206-C, Rye, New York 10580.

The address of OppenheimerFunds International Ltd. is Bloc C, Irish Life
Center, Lower Abbey Street, Dublin 1, Ireland.

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

Item 27. Principal Underwriter
------------------------------

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

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

Name & Principal Position & Office Position and Office
Business Address with Underwriter with Registrant
Timothy Abbhul(1) Vice President None
Robert Agan(1) Vice President None
Janette Aprilante(2) Secretary None
James Barker Vice President None
2901B N. Lakewood Avenue

Chicago, IL 60657
Kathleen Beichert(1) Vice President None

Robert J. Bishop(1) Treasurer None
Douglas S. Blankenship Vice President None
17011 Wood Bark Road
Springs, TX 77379
Tracey Blinzler(1) Assistant Vice President None
David A Borrelli Vice President None
105 Black Calla Ct.
San Ramon, CA 94583

Michelle Brennan(2) Assistant Vice President None
L. Scott Brooks(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

Patrick Campbell(1) Assistant Vice President None
Andrew Chonofsky Vice President None
300 West Fifth Street, Apt. 118
Charlotte, NC 28202
Melissa Clayton(2) Assistant Vice President None
Julian C. Curry(2) Vice President None
Jeffrey D. Damia(2) Vice President None
John Davis(2) Assistant Vice President None
Stephen J. Demetrovits(2) Vice President None
Joseph A. DiMauro Vice President None
522 Lakeland Avenue

Grosse Pointe, MI 48230
Steven Dombrower(2) Vice President None
George P. Dougherty Vice President None
328 Regency Drive
North Wales, PA 19454

Ryan Drier(2) Vice President None
Cliff H. Dunteman Vice President None
N 53 27761 Bantry Road

Sussex, WI 53089-45533
John Eiler(2) 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
2 Pheasant Drive
Ringoes, NJ 08551
Eric C. Fallon Vice President None
10 Worth Circle
Newton, MA 02458

Joseph Fernandez Vice President None
1717 Richbourg Park Drive
Brentwood, TN 37027
Mark J. Ferro(2) Senior Vice President None
Ronald H. Fielding(3) Vice President None
Eric Fishel Vice President None
3A Lawnwood Place, Apt. 1
Charlestown, MA 02129

Patrick W. Flynn (1) Senior Vice President None
John E. Forrest(2) Senior Vice President None
John ("J) Fortuna(2) Vice President None

Lucio Giliberti Vice President None
6 Cyndi Court
Flemington, NJ 08822
Raquel Granahan(2) Vice President None
Ralph Grant Senior Vice President None
10 Boathouse Close
Mt. Pleasant, SC 29464
Michael D. Guman Vice President None
3913 Pleasant Avenue
Allentown, PA 18103

James E. Gunther(2) Vice President None
Kevin Healy(2) Vice President None
Clifford W. Heidinger Vice President None
111 Ipswich Road

Boxford, MA 01921
Phillipe D. Hemery Vice President None
5 Duck Pond Lane
Ramsey, NJ 07446

Kevin Hennessey Vice President None
10206 Emerald Woods Avenue
Orlando, FL 32836
Elyse R. Jurman Herman Vice President None
5486 NW 42 Avenue
Boca Raton, FL 33496

Wendy G. Hetson Vice President None
4 Craig Street
Jericho, NY 11753

William E. Hortz(2) Vice President None
Edward Hrybenko(2) Vice President None
Andrew Humble Vice President None
419 Phillips Avenue
len Ellyn, IL 60137
Brian F. Husch(2) Vice President None
Stephen Ilnitzki(2) Vice President None
Kathleen T. Ives(1) Vice President & Assistant Assistant Secretary

Secretary

Nivan Jaleeli Vice President None
13622 E. Geronimo Rd.
Scottsdale, AZ 85259

Eric K. Johnson(1) Vice President None
Mark D. Johnson Vice President None
15792 Scenic Green Court
Chesterfield, MO 63017
Christina J. Keller(2) Vice President None

Michael Keogh(2) Vice President None
Lisa Klassen(1) Assistant Vice President None
Richard Klein Senior Vice President None
4820 Fremont Avenue So.
Minneapolis, MN 55409

Richard Knott(1) Senior Vice President None
Dean Kopperud(2) Senior Vice President None
Brent A. Krantz Senior Vice President None
61500 Tam McArthurLoop
Bend, OR 97702

David T. Kuzia Vice President None
19102 Miranda Circle
Omaha, NE 68130

Tracey Lange(2) Vice President None
Paul R. LeMire(2) Vice President None
Eric J. Liberman(2) Vice President None
Malissa Lischin(2) Assistant Vice President None
James V. Loehle Vice President None
30 Wesley Hill Lane

Warwick, NY 10990

Thomas Loncar(1) Vice President None
Montana W. Low Vice President None
1636 N. Wells Street, Apt. 3411
Chicago, IL 60614
Craig Lyman Vice President None
3930 Swenson St. #502
Las Vegas, NV 89119

John J. Lynch Vice President None
6325 Bryan Parkway
Dallas, TX 75214

Michael Malik Vice President None
126 Bernard Street
San Francisco, CA 94109

Steven C. Manns Vice President None
1627 N. Hermitage Avenue
Chicago, IL 60622
Todd A. Marion Vice President None
24 Midland Avenue
Cold Spring Harbor, NY 11724
LuAnn Mascia(2) Vice President None
Theresa-Marie Maynier Vice President None
2421 Charlotte Drive
Charlotte, NC 28203
Anthony P. Mazzariello Vice President None
8 Fairway Road
Sewickley, PA 15143
John C. McDonough Vice President None
3812 Leland Street
Chevy Chase, MD 20815

Kent C. McGowan Vice President None
9510 190th Place SW

Edmonds, WA 98020

Brian F. Medina(1) Vice President None
Craig Meister Vice President None
1880 Hemlock Cricle
Abinston, PA 19001

Daniel Melehan Vice President None
906 Bridgeport Court
San Marcos, CA 92069
Mark Mezzanotte Vice President None
16 Cullen Way
Exeter, NH 03833

Clint Modler(1) Vice President None
David W. Mountford(2) Vice President None
Robert Moser(1) Vice President None
Gzim Muja(2) Vice President None
John V. Murphy(2) Director President
Wendy Jean Murray Vice President None
32 Carolin Road

Upper Montclair, NJ 07043

John S. Napier(2) Vice President None
Christina Nasta(2) Vice President None
Kevin P. Neznek(2) Vice President None
Bradford Norford Vice President None
4607 Timberglen Rd.
Dallas, TX 75287

Alan Panzer Vice President None
6755 Ridge Mill Lane
Atlanta, GA 30328

Brian C. Perkes Vice President None
6 Lawton Ct.

Frisco, TX 75034
Charles K. Pettit Vice President None
22 Fall Meadow Drive
Pittsford, NY 14534

Elaine Puleo-Carter(2) Senior Vice President None

Minnie Ra Vice President None
100 Dolores Street, #203
Carmel, CA 93923

Dusting Raring Vice President None
27 Blakemore Drive
Ladera Ranch, CA 92797
Michael A. Raso Vice President None
3 Vine Place
Larchmont, NY 10538

Richard Rath Vice President None
46 Mt. Vernon Ave.
Alexandria, VA 22301

Douglas Rentschler Vice President None
677 Middlesex Road
Grosse Pointe Park, MI 48230

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

Kenneth A. Rosenson Vice President None
24753 Vantage Pt. Terrace
Malibu, CA 90265

James H. Ruff(2) President & Director None
Matthew Rutig Vice President None
199 North Street
Ridgefield, CT 06877

William R. Rylander Vice President None
85 Evergreen Road
Vernon, CT 06066
Thomas Sabow Vice President None
6617 Southcrest Drive
Edina, MN 55435
John Saunders Vice President None
911 North Orange Avenue #401
Orlando, FL 32801

Jill Schmitt(2) Vice President None

Thomas Schmitt(2) Vice President None
William Schories(2) Vice President None
Eric Sharp Vice President None
862 McNeill Circle

Woodland, CA 95695
Debbie A. Simon Vice President None
1 W. Superior Street, Apt. 4101
Chicago, IL 60610
Douglas Bruce Smith Vice President None
8927 35th Street W.
University Place, WA 98466

John Spensley(2) Vice President None
Bryan Stein(2) Vice President None
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
David G. Thomas Vice President None
16628 Elk Run Court
Leesburg, VA 20176

Barrie L. Tiedemann(2) Vice President None
Bryan K.Toma Vice President None
7311 W. 145th Terrace

Overland Park, KS 66223

Mark Vandehey(1) Vice President Vice President and Chief
Compliance Officer
Vincent Vermete(2) Assistant Vice President None
Kenneth Lediard Ward Vice President None
1400 Cottonwood Valley Circle N.

Irving, TX 75038
Teresa Ward(1) Vice President None
Michael J. Weigner Vice President None
4905 W. San Nicholas Street
Tampa, FL 33629
Donn Weise Vice President None
3249 Earlmar Drive
Los Angeles, CA 90064

Chris Werner(1) Vice President None
Catherine White(2) Assistant Vice President None
Thomas Wilson(2) Vice President None
Donna Winn(2) Senior Vice President None
Philip Witkower(2) Senior Vice President None
Cary Patrick Wozniak Vice President None
18808 Bravata Court

San Diego, CA 92128
John Charles Young Vice President None
3914 Southwestern
Houston, TX 77005

Jill Zachman(2) Vice President None
Robert G. Zack(2) General Counsel & Director Secretary

(1)6803 South Tucson Way, Centennial, CO 80112-3924
(2)Two World Financial Center, 225 Liberty Street, 11th Floor, New York, NY 10080
(3)350 Linden Oaks, Rochester, NY 14623

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

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

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

Not applicable

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

Not applicable.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and/or the
Investment Company Act of 1940, the Registrant has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of New York and State of New York on
the 21st day of December, 2004.

OPPENHEIMER QUEST VALUE FUND, INC.

By: /s/ John V. Murphy*
-------------------------------------------
John V. Murphy, President &
Principal Executive Officer

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

Signatures Title Date
---------- ----- ----

/s/ Thomas W. Courtney * Chairman of the Board December 21, 2004
----------------------------- of Directors
Thomas W. Courtney

/s/ John V. Murphy*

------------------------------ President & Principal December 21, 2004
John V. Murphy Executive Officer

/s/ Brian W. Wixted * Treasurer and Chief

----------------------------- Financial and December 21, 2004
Brian W. Wixted Accounting Officer

/s/ Paul Y. Clinton * Director December 21, 2004

---------------------------
Paul Y. Clinton

/s/ Robert G. Galli *

---------------------------- Director December 21, 2004
Robert G. Galli

/s/ Lacy B. Herrmann * Director December 21, 2004

----------------------------
Lacy B. Herrmann

/s/ Brian Wruble* Director December 21, 2004

---------------------------
Brian Wruble

*By: /s/ Mitchell J. Lindauer
-----------------------------------
Mitchell J. Lindauer, Attorney-in-Fact

OPPENHEIMER QUEST VALUE FUND, INC.

Post-Effective Amendment No. 52

Registration Statement No. 2-65223

EXHIBIT INDEX

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

23(d)(vii) Amendment and Restated Investment Advisory Agreement dated 1/1/05

23(m)(iii) Amended and Restated Distribution and Service Plan and Agreement for
Class C shares dated 2/11/04

23(o) Powers of Attorney