John V. Murphy
President &                               (OppenheimerFunds logo)
Chief Executive Officer                    OppenheimerFunds, Inc.
                                          498 Seventh Avenue, 10th Floor
                                               New York, NY  10018
                                           www.oppenheimerfunds.com

                                                        August 8, 2003

Dear Oppenheimer Europe Fund Shareholder,

One of the things we are proud of at OppenheimerFunds, Inc. is our commitment to
our Fund  shareholders.  I am  writing  to you  today  to let you  know  about a
positive change that has been proposed for Oppenheimer Europe Fund.

After careful consideration,  the Board of Trustees has determined that it would
be in the best  interest of  shareholders  of  Oppenheimer  Europe Fund ("Europe
Fund") to reorganize  into another  Oppenheimer  fund,  Oppenheimer  Global Fund
("Global  Fund"). A shareholder  meeting has been scheduled in October,  and all
Europe  Fund  shareholders  of record  as of July  29th are being  asked to vote
either in person or by proxy,  on the proposed  reorganization.  You will find a
proxy statement detailing the proposal, a ballot card, a Global Fund prospectus,
instruction for voting by telephone and a postage-paid  return envelope enclosed
for your use.

Why does the Board of Trustees recommend this change?

Europe Fund and Global Fund both seek capital appreciation through investment in
foreign stocks.  Global Fund's holdings offer a much broader geographic mix than
Europe  Fund.  Global  Fund's  portfolio  can  include  securities  of  European
companies,  companies in other foreign  countries and in the U.S.,  depending on
perceived investment opportunities.

Among other factors,  the Europe Fund Board considered that the expense ratio of
Global Fund has been lower than the expense ratio of Europe fund.  Although past
performance is not  predictive of future  results,  shareholders  of Europe Fund
would  have an  opportunity  to  become  shareholders  of a fund  with a  better
long-term performance history.

How do you vote?

To cast your vote,  simply  mark,  sign and date the  enclosed  proxy ballot and
return it in the postage-paid  envelope today. You also may vote by telephone by
following the instructions on the proxy ballot.  Using a touch-tone telephone to
cast your vote saves you time and helps reduce the Fund's expenses.  If you vote
by phone, you do not need to mail the proxy ballot.

Remember,  it can  be  expensive  for  the  Fund--and  ultimately  for  you as a
shareholder--to  remail ballots if not enough  responses are received to conduct
the meeting. If your vote is not received before the scheduled meeting,  you may
receive a telephone call asking you to vote.

Please read the enclosed proxy  statement for complete  details on the proposal.
Of course, if you have any questions,  please contact your financial advisor, or
call  us  at  1.800.708.7780.  As  always,  we  appreciate  your  confidence  in
OppenheimerFunds and look forward to serving you for many years to come.


                                                   Sincerely,

                                                  /s/ John V. Murphy


                                                  John V. Murphy
Enclosures


                                              OPPENHEIMER EUROPE FUND
                                 6803 South Tucson Way, Centennial, Colorado 80112
                                                  1.800.708.7780

                                     NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
                                          TO BE HELD ON OCTOBER 10, 2003

To the Shareholders of Oppenheimer Europe Fund:

     Notice is  hereby  given  that a Special  Meeting  of the  Shareholders  of
Oppenheimer  Europe Fund ("Europe  Fund"),  a registered  investment  management
company,  will be held at 6803 South  Tucson Way,  Centennial,  CO 80112 at 1:00
P.M.,  Mountain  time,  on October 10, 2003,  or any  adjournments  thereof (the
"Meeting"), for the following purposes:

1. To approve an Agreement and Plan of Reorganization between Oppenheimer Europe
Fund  ("Europe  Fund") and  Oppenheimer  Global Fund  ("Global  Fund"),  and the
transactions  contemplated thereby,  including (a) the transfer of substantially
all the assets of Europe Fund to Global  Fund in exchange  for Class A, Class B,
Class C,  Class N and Class Y shares of Global  Fund,  (b) the  distribution  of
these  shares of Global  Fund to the  corresponding  Class A,  Class B, Class C,
Class N and Class Y  shareholders  of Europe  Fund in  complete  liquidation  of
Europe Fund and (c) the  cancellation of the  outstanding  shares of Europe Fund
(all of the foregoing being referred to as the "Proposal").

2. To act upon such other matters as may properly come before the Meeting.

     Shareholders  of  record  at the  close of  business  on July 29,  2003 are
entitled to notice of, and to vote at, the  Meeting.  The Proposal is more fully
discussed in the Prospectus and Proxy Statement. Please read it carefully before
telling  us,  through  your proxy or in person,  how you wish your  shares to be
voted.  The Board of Trustees of Europe Fund  recommends  a vote in favor of the
Proposal. WE URGE YOU TO SIGN, DATE AND MAIL THE ENCLOSED PROXY PROMPTLY.

By Order of the Board of  Trustees,  Robert G.  Zack,  Secretary  August 8, 2003
---------------------------------------------------------------------------
Shareholders  who do not expect to attend the Meeting are  requested to indicate
voting instructions on the enclosed proxy and to date, sign and return it in the
accompanying  postage-paid envelope. To avoid unnecessary duplicate mailings, we
ask your cooperation in promptly mailing your proxy no matter how large or small
your holdings may be.





                                        OPPENHEIMER GLOBAL FUND
                        6803 South Tucson Way, Centennial, Colorado 80112
                                        1.800.708.7780

                           COMBINED PROSPECTUS AND PROXY STATEMENT
                                  DATED AUGUST 8, 2003

                                    Acquisition of the Assets of
                                       OPPENHEIMER EUROPE FUND
                              6803 South Tucson Way, Centennial, Colorado 80112
                                             1.800.708.7780

By and in exchange for Class A, Class B, Class C, Class N and Class Y shares of
                                 OPPENHEIMER GLOBAL FUND

     This combined  Prospectus  and Proxy  Statement  solicits  proxies from the
shareholders of Oppenheimer Europe Fund ("Europe Fund") to be voted at a Special
Meeting of  Shareholders  (the  "Meeting")  to approve the Agreement and Plan of
Reorganization   (the   "Reorganization   Agreement")   and   the   transactions
contemplated thereby (the "Reorganization")  between Europe Fund and Oppenheimer
Global Fund  ("Global  Fund").  This  combined  Prospectus  and Proxy  Statement
constitutes the Prospectus of Global Fund and the Proxy Statement of Europe Fund
filed on Form N-14 with the  Securities  and  Exchange  Commission  ("SEC").  If
shareholders   vote   to   approve   the   Reorganization   Agreement   and  the
Reorganization,  the net  assets  of  Europe  Fund  will be  acquired  by and in
exchange for shares of Global  Fund.  The Meeting will be held at the offices of
OppenheimerFunds, Inc. at 6803 South Tucson Way, Centennial, CO 80112 on October
10,  2003 at 1:00 P.M.  Mountain  time.  The Board of Trustees of Europe Fund is
soliciting  these proxies on behalf of Europe Fund.  This  Prospectus  and Proxy
Statement will first be sent to shareholders on or about August 25, 2003.

     If the shareholders vote to approve the Reorganization  Agreement, you will
receive  Class A shares  of  Global  Fund  equal in value to the value as of the
Valuation Date (this term is defined in the Agreement and Plan of Reorganization
attached  hereto as Exhibit A as the business day  preceding the Closing Date of
the  Reorganization)  of your Class A shares of Europe  Fund;  Class B shares of
Global Fund equal in value to the value as of the Valuation Date of your Class B
shares of Europe Fund; Class C shares of Global Fund equal in value to the value
as of the Valuation  Date of your Class C shares of Europe Fund;  Class N shares
of  Global  Fund  equal in value to the value as of the  Valuation  Date of your
Class N shares of Europe Fund;  and Class Y shares of Global Fund equal in value
to the value as of the  Valuation  Date of your  Class Y shares of Europe  Fund.
Europe  Fund will then be  liquidated  and  de-registered  under the  Investment
Company Act of 1940 (the "Investment Company Act").

     Global Fund's investment objective is to seek capital appreciation.  Global
Fund invests mainly in common stocks of U.S. and foreign companies the portfolio
manager has selected for their long-term growth potential.


     This Prospectus and Proxy Statement gives  information about Class A, Class
B,  Class C,  Class N and  Class Y shares of Global  Fund that you  should  know
before  investing.  You should  retain it for future  reference.  A Statement of
Additional  Information  relating  to  the  Reorganization   described  in  this
Prospectus and Proxy  Statement,  dated August 8, 2003 (the "Proxy  Statement of
Additional  Information")  has been  filed  with  the  Securities  and  Exchange
Commission  ("SEC")  as part of the  Registration  Statement  on Form  N-14 (the
"Registration  Statement")  and is  incorporated  herein by  reference.  You may
receive a free copy by  writing  to  OppenheimerFunds  Services  (the  "Transfer
Agent")  at P.O.  Box  5270,  Denver,  Colorado  80217 or by  calling  toll-free
1.800.708.7780.  That Statement of Additional Information includes the following
documents: (i) the Europe Fund Statement of Additional Information;  (ii) Annual
Report and  Semi-Annual  Report as of August 31,  2002 and  February  28,  2003,
respectively,  of Europe Fund;  (iii) the Global Fund  Statement  of  Additional
Information;  and (iv) Annual Report and Semi-Annual  Report as of September 30,
2002 and March 31, 2003, respectively, of Global Fund.


     The Prospectus of Global Fund dated November 22, 2002, is enclosed herewith
and considered a part of this Prospectus and Proxy Statement.  It is intended to
provide you with information about Global Fund.


     The  following  documents  have been filed  with the SEC and are  available
without  charge  upon  written  request  to the  Transfer  Agent  or by  calling
toll-free  number shown above:  (i) a Prospectus for Europe Fund,  dated October
23, 2002 and its supplement  dated July 1, 2003;  (ii) a Statement of Additional
Information  for Europe Fund,  dated October 23, 2002 and its  supplement  dated
January 13, 2003;  and (iii) a Statement of  Additional  Information  for Global
Fund, dated November 22, 2002 and its supplement dated March 31, 2003.


Mutual fund  shares are not  deposits or  obligations  of any bank,  and are not
insured or guaranteed by the Federal Deposit Insurance  Corporation or any other
U.S.  government  agency.  Mutual fund shares involve investment risks including
the possible loss of principal.

As with all  mutual  funds,  the  Securities  and  Exchange  Commission  has not
approved or  disapproved  these  securities  or passed upon the adequacy of this
Prospectus and Proxy Statement. Any representation to the contrary is a criminal
offense.

This Prospectus and Proxy Statement is dated August 8, 2003.




                                                 TABLE OF CONTENTS
                                      COMBINED PROSPECTUS AND PROXY STATEMENT

                                                                Page
                                                                ----

Synopsis....................................................................
     What am I being asked to vote on?......................................
     What are the general tax consequences of the Reorganization?...........
     Comparisons of some important features.................................

     How do the investment objectives and policies of the Funds compare?......
     Who manages the Funds?...................................................
     What are the fees and expenses of each Fund and what are they expected
     to be after the Reorganization?...........................................
     Where can I find more financial information about the Funds?..............
     What are the capitalizations of the Funds and what would the
     capitalization be after the Reorganization?...............................
     How have the Funds performed?.............................................
     What are other key features of the Funds?.................................
              Investment Management and Fees...................................
              Transfer Agency and Custody Services.............................
              Distribution Services............................................
              Purchases, Redemptions, Exchanges and other Shareholder Services..
              Dividends and Distributions......................................

What are the Principal Risks of an Investment in Europe Fund or Global Fund?...
Reasons for the Reorganization.................................................
Information About the Reorganization ...........................................
     How will the Reorganization be carried out?................................

     Who will pay the expenses of the Reorganization?..........................
     What are the tax consequences of the Reorganization?......................
     What should I know about Class A, Class B, Class C, Class N and Class Y
     shares of

         Global Fund?..........................................................
Comparison of Investment Objectives and Policies...............................

     Are there any significant differences between the investment objectives
     and strategies of the Funds?...............................................
     What are the main risks associated with an investment in the Funds?........
     How do the investment policies of the Funds compare?.......................
     What are the fundamental investment restrictions of the Funds?.............
     How do the account features and shareholder services for
     the Funds compare?........................................................
              Investment Management.............................................
              Distribution......................................................
              Purchases and Redemptions.........................................
              Shareholder Services..............................................
              Dividends and Distributions.......................................

Voting Information.............................................................

     How many votes are necessary to approve the Reorganization Agreement?.....
     How do I ensure my vote is accurately recorded?...........................
     Can I revoke my proxy?....................................................
     What other matters will be voted upon at the Meeting?.....................
     Who is entitled to vote?..................................................
     What other solicitations will be made?....................................
     Are there appraisal rights?...............................................

Information About Europe Fund.................................................
Information About Global Fund.................................................
Principal Shareholders........................................................

Exhibit A - Agreement and Plan of Reorganization between Oppenheimer Europe Fund

      and Oppenheimer Global Fund...........................................A-1
Exhibit B - Principal Shareholders......................................... B-1

Enclosure:
Prospectus of Oppenheimer Global Fund dated November 22, 2002.






                                                     SYNOPSIS

     This is  only a  summary  and is  qualified  in its  entirety  by the  more
detailed  information   contained  in  or  incorporated  by  reference  in  this
Prospectus  and Proxy  Statement and by the  Reorganization  Agreement  which is
attached as Exhibit A. Shareholders  should carefully review this Prospectus and
Proxy  Statement  and the  Reorganization  Agreement in their  entirety  and, in
particular,  the  current  Prospectus  of Global  Fund  which  accompanies  this
Prospectus and Proxy Statement and is incorporated herein by reference.

     If shareholders of Europe Fund approve the  Reorganization,  the net assets
of Europe Fund will be  transferred  to Global  Fund,  in exchange  for an equal
value of  shares  of  Global  Fund.  The  shares  of  Global  Fund  will then be
distributed to Europe Fund shareholders,  and Europe Fund will be liquidated. As
a result of the  Reorganization,  you will cease to be a  shareholder  of Europe
Fund and will  become a  shareholder  of Global  Fund.  For  federal  income tax
purposes,  the holding period of your Europe Fund shares will be carried over to
the holding period for shares you receive in connection with the Reorganization.
This  exchange  will occur on the  Closing  Date (as such term is defined in the
Agreement  and Plan of  Reorganization  attached  hereto  as  Exhibit  A) of the
Reorganization.

     Shareholders of Europe Fund holding certificates  representing their shares
will not be required to surrender  their  certificates  in  connection  with the
reorganization.  However,  former  shareholders  of Europe Fund whose shares are
represented by  outstanding  share  certificates  will not be allowed to redeem,
transfer  or pledge  shares of Global  Fund they  receive in the  Reorganization
until the exchanged Europe Fund  certificates have been returned to the Transfer
Agent.

What am I being asked to vote on?

     Your Fund's  investment  manager,  OppenheimerFunds,  Inc. (the "Manager"),
proposed to the Board of Trustees a  reorganization  of your Fund,  Europe Fund,
with and  into  Global  Fund so that  shareholders  of  Europe  Fund may  become
shareholders  of a  substantially  larger  fund  advised by the same  investment
advisor with  generally  more favorable  long-term  performance,  and investment
objectives  and  policies  similar  to those of their  current  Fund.  The Board
considered the differences in investment focus,  discussed below. The Board also
considered  the fact that the surviving fund has the potential for lower overall
operating expenses. In addition, the Board considered that both Funds have Class
A, Class B, Class C, Class N and Class Y shares  offered under  identical  sales
charge arrangements.  The Board also considered that the Reorganization would be
a  tax-free  reorganization,  and  there  would be no sales  charge  imposed  in
effecting the Reorganization.  In addition, due to the relatively moderate costs
of the  reorganization,  the Boards of both Funds  concluded  that  neither Fund
would  experience  dilution as a result of the  Reorganization.  There can be no
assurance that Global Fund will continue to experience more favorable  long-term
performance and lower overall operating expenses than Europe Fund.

     At a meeting held on April 17,  2003,  the Board of Trustees of Europe Fund
approved a  reorganization  transaction  that will, if approved by shareholders,
result in the  transfer  of the net  assets of Europe  Fund to Global  Fund,  in
exchange for an equal value of shares of Global Fund.  The shares of Global Fund
will then be  distributed  to Europe  Fund  shareholders  and  Europe  Fund will
subsequently be liquidated. As a result of the Reorganization, you will cease to
be a shareholder  of Europe Fund and will become a  shareholder  of Global Fund.
This  exchange  will occur on the  Closing  Date (as such term is defined in the
Agreement  and Plan of  Reorganization  attached  hereto  as  Exhibit  A) of the
Reorganization.

     Approval of the  Reorganization  means you will  receive  Class A shares of
Global Fund equal in value to the value as of the Valuation Date of your Class A
shares of Europe Fund; Class B shares of Global Fund equal in value to the value
as of the Valuation  Date of your Class B shares of Europe Fund;  Class C shares
of  Global  Fund  equal in value to the value as of the  Valuation  Date of your
Class C shares of Europe  Fund;  Class N shares of Global Fund equal in value to
the value as of the  Valuation  Date of your Class N shares of Europe Fund;  and
Class Y shares of Global  Fund equal in value as of the  Valuation  Date of your
Class Y shares of Europe  Fund.  The  shares you  receive  will be issued at net
asset value without a sales charge or the payment of a contingent deferred sales
charge  ("CDSC")  although  if your shares of Europe Fund are subject to a CDSC,
your Global Fund shares will continue to be subject to the same CDSC  applicable
to your  shares.  The period  during which you held your Europe Fund shares will
carry over to your  Global  Fund shares for  purposes  of  determining  the CDSC
holding period.

     For the reasons set forth in the "Reasons for the Reorganization"  section,
the Board of Europe Fund has determined that the  Reorganization  is in the best
interests of the shareholders of Europe Fund.

                         THE BOARD OF TRUSTEES RECOMMENDS THAT YOU VOTE
                        TO APPROVE THE AGREEMENT AND PLAN OF REORGANIZATION

What are the general tax consequences of the Reorganization?

     It is expected that  shareholders of Europe Fund who are U.S. citizens will
not recognize any gain or loss for federal  income tax purposes,  as a result of
the  exchange of their shares for shares of Global  Fund.  You should,  however,
consult your tax advisor regarding the effect, if any, of the  Reorganization in
light of your individual circumstances. You should also consult your tax advisor
about state and local tax  consequences.  For further  information about the tax
consequences  of the  Reorganization,  please  see the  "Information  About  the
Reorganization--What are the tax consequences of the Reorganization?"

Comparisons of some important features

How do the investment objectives and policies of the Funds compare?

     Europe  Fund and  Global  Fund  have the same  investment  objective.  As a
fundamental investment policy, the investment objective of both Funds is to seek
capital appreciation.

     In  seeking  their  investment  objectives,  both  Funds  invest in foreign
equities.  However, their respective investment focus is different. Under normal
market conditions,  Europe Fund will invest at least 80% of its net assets (plus
any borrowings for investment  purposes) in common stocks of European companies.
It currently invests mainly in common stocks of companies in developed  European
markets,  such as France,  Germany,  England,  the Netherlands and Italy. It can
also invest in emerging European markets, such as Hungary,  Poland and the Czech
Republic.  Global Fund has a much broader  geographic  mix. It invests mainly in
common  stocks of  companies in the U.S.  and foreign  countries.  It can invest
without  limit in foreign  securities  and can invest in any country,  including
countries with developed or emerging markets.  However, it currently  emphasizes
investments  in developed  markets such as the United States,  Western  European
countries  and  Japan.  It does not  limit its  investments  to  companies  in a
particular  capitalization  range,  but  currently  focuses its  investments  in
mid-cap and large-cap companies.  It is not required to allocate its investments
in any set percentages in any particular countries.  As a fundamental policy, it
normally will invest in at least three countries (one of which may be the United
States). Typically it invests in a number of different countries.


     Please  refer to the  financial  statements  of both  Funds for a  complete
listing (as of the  respective  report dates) of the portfolio  investments  for
each Fund. These are included in the Proxy Statement of Additional  Information,
which is available free of charge (see page ii for instructions for requests).


Who Manages the Funds?

     The  day-to-day  management of the business and affairs of each Fund is the
responsibility of the Manager.  Each Fund is an open-end diversified  investment
management  company with an unlimited number of authorized  shares of beneficial
interest  organized as a  Massachusetts  business  trust.  Europe Fund commenced
operations on March 1, 1999, and Global Fund's predecessor  commenced operations
on December 22, 1969.  Both Funds are governed by a Board of Trustees,  which is
responsible  for protecting the interests of  shareholders  under  Massachusetts
law. Both Funds are located at 498 Seventh Avenue, New York, New York 10018.


     The Manager,  also located at 498 Seventh Avenue, New York, New York 10018,
acts as investment advisor to both Funds, and employs their portfolio  managers.
The portfolio  manager for Europe Fund is Dominic Freud.  He is a Vice President
of the Fund and of the Manager.  Mr. Freud has been the Fund's portfolio manager
since  April  1,  2003.  Mr.  Freud  was  previously  responsible  for  European
investments  at SLS Capital from January  2002 to February  2003.  Prior to that
time he was head of the European equities desk and managing director at SG Cowen
from May 1994 to January 2002. The portfolio  manager for Global Fund is William
L. Wilby.  He is a Vice President of the Fund and a Senior Vice President of the
Manager.  Mr. Wilby has been the Fund's  portfolio  manager  since October 1992.
Additional  information  about the Funds and the  Manager is set forth  below in
"Comparison of Investment Objectives and Policies."





What are the fees and  expenses of each Fund and what are they  expected to
be after the Reorganization?

     Europe  Fund and Global Fund each pay a variety of  expenses  directly  for
management of their assets,  administration and distribution of their shares and
other  services.  Those  expenses  are  subtracted  from each  Fund's  assets to
calculate the fund's net asset values per share. Shareholders pay these expenses
indirectly. Shareholders pay other expenses directly, such as sales charges.

     The following  tables are provided to help you  understand  and compare the
fees and  expenses  of  investing  in shares  of  Europe  Fund with the fees and
expenses of investing in shares of Global  Fund.  The pro forma  expenses of the
surviving  Global Fund show what the fees and  expenses are expected to be after
giving effect to the Reorganization.

                        PRO FORMA FEE TABLE
                     For the 12 month period ended 3/31/03


                                                   ------------------- -------------------- ---------------------------
                                                                                            Pro Forma Surviving
                                                   Europe Fund         Global Fund          Global Fund
                                                   Class A shares      Class A Shares       Class A shares
                                                   ------------------- -------------------- ---------------------------
-----------------------------------------------------------------------------------------------------------------------
Shareholder Transaction Expenses (charges paid directly from a shareholder's investment)
-----------------------------------------------------------------------------------------------------------------------
-------------------------------------------------- ------------------- -------------------- ---------------------------
Maximum Sales Charge (Load) on purchases (as a %
of offering price)                                       5.75%                5.75%                   5.75%
-------------------------------------------------- ------------------- -------------------- ---------------------------
-------------------------------------------------- ------------------- -------------------- ---------------------------
Maximum Deferred Sales Charge (Load) (as a % of
the lower of the original offering price or              None1                None1                   None1
redemption proceeds)
-------------------------------------------------- ------------------- -------------------- ---------------------------
-------------------------------------------------- ------------------- -------------------- ---------------------------
Redemption Fee (as a percentage of total
redemption proceeds) 2                                   2.00%                2.00%                   2.00%
-------------------------------------------------- ------------------- -------------------- ---------------------------
-----------------------------------------------------------------------------------------------------------------------
Annual Fund Operating Expenses (as a percentage of average daily net assets)
-----------------------------------------------------------------------------------------------------------------------
-------------------------------------------------- ------------------- -------------------- ---------------------------
Management Fees                                          0.80%4               0.67%                   0.67%
-------------------------------------------------- ------------------- -------------------- ---------------------------
Distribution and/or Service (12b-1) Fees                 0.24%                0.24%                   0.24%
-------------------------------------------------- ------------------- -------------------- ---------------------------
-------------------------------------------------- ------------------- -------------------- ---------------------------
Other Expenses3                                          1.07%4               0.27%                   0.27%
-------------------------------------------------- ------------------- -------------------- ---------------------------
-------------------------------------------------- ------------------- -------------------- ---------------------------
Total Fund Operating Expenses                            2.11%4               1.18%                   1.18%
-------------------------------------------------- ------------------- -------------------- ---------------------------


                                                   ------------------- -------------------- ---------------------------
                                                                                            Pro Forma Surviving
                                                   Europe Fund         Global Fund          Global Fund
                                                   Class B shares      Class B Shares       Class B shares
                                                   ------------------- -------------------- ---------------------------
-----------------------------------------------------------------------------------------------------------------------
Shareholder Transaction Expenses (charges paid directly from a shareholder's investment)
-----------------------------------------------------------------------------------------------------------------------
-------------------------------------------------- ------------------- -------------------- ---------------------------
Maximum Sales Charge (Load) on purchases (as a %
of offering price)                                        None                None                     None
-------------------------------------------------- ------------------- -------------------- ---------------------------
Maximum Deferred Sales Charge (Load) (as a % of
the lower of the original offering price or               5%6                  5%6                     5%6
redemption proceeds)
-------------------------------------------------- ------------------- -------------------- ---------------------------
Redemption Fee (as a percentage of total
redemption proceeds) 2                                   2.00%                2.00%                   2.00%
-------------------------------------------------- ------------------- -------------------- ---------------------------
-----------------------------------------------------------------------------------------------------------------------
Annual Fund Operating Expenses (as a percentage of average daily net assets)
-----------------------------------------------------------------------------------------------------------------------
-------------------------------------------------- ------------------- -------------------- ---------------------------
Management Fees                                          0.80%4               0.67%                   0.67%
-------------------------------------------------- ------------------- -------------------- ---------------------------
-------------------------------------------------- ------------------- -------------------- ---------------------------
Distribution and/or Service (12b-1) Fees                 1.00%                1.00%                   1.00%
-------------------------------------------------- ------------------- -------------------- ---------------------------
-------------------------------------------------- ------------------- -------------------- ---------------------------
Other Expenses3                                          1.21%4              0.31%5                   0.31%5
-------------------------------------------------- ------------------- -------------------- ---------------------------
-------------------------------------------------- ------------------- -------------------- ---------------------------
Total Fund Operating Expenses                            3.01%4              1.98%5                   1.98%5
-------------------------------------------------- ------------------- -------------------- ---------------------------


                                                   ------------------- -------------------- ---------------------------
                                                                                            Pro Forma Surviving
                                                   Europe Fund         Global Fund          Global Fund
                                                   Class C Shares      Class C Shares       Class C Shares
                                                   ------------------- -------------------- ---------------------------
-----------------------------------------------------------------------------------------------------------------------
Shareholder Transaction Expenses (charges paid directly from a shareholder's investment)
-----------------------------------------------------------------------------------------------------------------------
-------------------------------------------------- ------------------- -------------------- ---------------------------
Maximum Sales Charge (Load) on purchases (as a %
of offering price)                                        None                None                     None
-------------------------------------------------- ------------------- -------------------- ---------------------------
-------------------------------------------------- ------------------- -------------------- ---------------------------
Maximum Deferred Sales Charge (Load) (as a % of
the lower of the original offering price or               1%7                  1%7                     1%7
redemption proceeds)
-------------------------------------------------- ------------------- -------------------- ---------------------------
-------------------------------------------------- ------------------- -------------------- ---------------------------
Redemption Fee (as a percentage of total
redemption proceeds) 2                                   2.00%                2.00%                   2.00%
-------------------------------------------------- ------------------- -------------------- ---------------------------
-----------------------------------------------------------------------------------------------------------------------
Annual Fund Operating Expenses (as a percentage of average daily net assets)
-----------------------------------------------------------------------------------------------------------------------
-------------------------------------------------- ------------------- -------------------- ---------------------------
Management Fees                                          0.80%4               0.67%                   0.67%
-------------------------------------------------- ------------------- -------------------- ---------------------------
-------------------------------------------------- ------------------- -------------------- ---------------------------
Distribution and/or Service (12b-1) Fees                 1.00%                1.00%                   1.00%
-------------------------------------------------- ------------------- -------------------- ---------------------------
-------------------------------------------------- ------------------- -------------------- ---------------------------
Other Expenses3                                          1.24%4               0.28%                   0.28%
-------------------------------------------------- ------------------- -------------------- ---------------------------
-------------------------------------------------- ------------------- -------------------- ---------------------------
Total Fund Operating Expenses                            3.04%4               1.95%                   1.95%
-------------------------------------------------- ------------------- -------------------- ---------------------------


                                                   ------------------- -------------------- ---------------------------
                                                                                            Pro Forma Surviving
                                                   Europe Fund         Global Fund          Global Fund
                                                   Class N shares      Class N Shares       Class N shares
                                                   ------------------- -------------------- ---------------------------
-----------------------------------------------------------------------------------------------------------------------
Shareholder Transaction Expenses (charges paid directly from a shareholder's investment)
-----------------------------------------------------------------------------------------------------------------------
-------------------------------------------------- ------------------- -------------------- ---------------------------
Maximum Sales Charge (Load) on purchases (as a %
of offering price)                                        None                None                     None
-------------------------------------------------- ------------------- -------------------- ---------------------------
-------------------------------------------------- ------------------- -------------------- ---------------------------
Maximum Deferred Sales Charge (Load) (as a % of
the lower of the original offering price or               1%8                  1%8                     1%8
redemption proceeds)
-------------------------------------------------- ------------------- -------------------- ---------------------------
-------------------------------------------------- ------------------- -------------------- ---------------------------
Redemption Fee (as a percentage of total
redemption proceeds) 2                                   2.00%                2.00%                   2.00%
-------------------------------------------------- ------------------- -------------------- ---------------------------
-----------------------------------------------------------------------------------------------------------------------
Annual Fund Operating Expenses (as a percentage of average daily net assets)
-----------------------------------------------------------------------------------------------------------------------
-------------------------------------------------- ------------------- -------------------- ---------------------------
Management Fees                                          0.80%4               0.67%                   0.67%
-------------------------------------------------- ------------------- -------------------- ---------------------------
-------------------------------------------------- ------------------- -------------------- ---------------------------
Distribution and/or Service (12b-1) Fees                 0.50%                0.50%                   0.50%
-------------------------------------------------- ------------------- -------------------- ---------------------------
-------------------------------------------------- ------------------- -------------------- ---------------------------
Other Expenses3                                          1.26%4               0.19%                   0.19%
-------------------------------------------------- ------------------- -------------------- ---------------------------
-------------------------------------------------- ------------------- -------------------- ---------------------------
Total Fund Operating Expenses                            2.56%4               1.36%                   1.36%
-------------------------------------------------- ------------------- -------------------- ---------------------------


                                                   ------------------- -------------------- ---------------------------
                                                                                            Pro Forma Surviving
                                                   Europe Fund         Global Fund          Global Fund
                                                   Class Y Shares      Class Y Shares       Class Y Shares
                                                   ------------------- -------------------- ---------------------------
-----------------------------------------------------------------------------------------------------------------------
Shareholder Transaction Expenses (charges paid directly from a shareholder's investment)
-----------------------------------------------------------------------------------------------------------------------
-------------------------------------------------- ------------------- --------------------- --------------------------
Maximum Sales Charge (Load) on purchases (as a %
of offering price)                                        None                 None                    None
-------------------------------------------------- ------------------- --------------------- --------------------------
-------------------------------------------------- ------------------- --------------------- --------------------------
Maximum Deferred Sales Charge (Load) (as a % of
the lower of the original offering price or               None                 None                    None
redemption proceeds)
-------------------------------------------------- ------------------- --------------------- --------------------------
-------------------------------------------------- ------------------- --------------------- --------------------------
Redemption Fee (as a percentage of total
redemption proceeds) 2                                   2.00%                2.00%                    2.00%
-------------------------------------------------- ------------------- --------------------- --------------------------
-----------------------------------------------------------------------------------------------------------------------
Annual Fund Operating Expenses (as a percentage of average daily net assets)
-----------------------------------------------------------------------------------------------------------------------
-------------------------------------------------- ------------------- --------------------- --------------------------
Management Fees                                          0.80%4               0.67%                    0.67%
-------------------------------------------------- ------------------- --------------------- --------------------------
-------------------------------------------------- ------------------- --------------------- --------------------------
Distribution and/or Service (12b-1) Fees                  N/A                  N/A                      N/A
-------------------------------------------------- ------------------- --------------------- --------------------------
-------------------------------------------------- ------------------- --------------------- --------------------------
Other Expenses3                                          0.54%4               0.38%5                  0.38%5
-------------------------------------------------- ------------------- --------------------- --------------------------
-------------------------------------------------- ------------------- --------------------- --------------------------
Total Fund Operating Expenses                            1.34%4               1.05%5                  1.05%5
-------------------------------------------------- ------------------- --------------------- --------------------------

     Note:  Expenses may vary in future years.

1.  A  contingent  deferred  sales  charge  may  apply  to  redemptions  of
investments of $1 million or more  ($500,000 for retirement  plan accounts)
of Class A shares. See "How to Buy Shares" in each Fund's Prospectus.

2.  Applies to the  proceeds of Fund shares  that are  redeemed  (either by
selling or exchanging to another  Oppenheimer fund) within 30 days of their
purchase.

3. "Other Expenses"  include transfer agent fees and custodial,  accounting
and legal expenses.

4. The  expenses  shown for Europe Fund do not reflect  management  fee and
transfer agent fee waivers,  described below under  "Investment  Management
and Fees" and "Transfer  Agency and Custody  Services." After such waivers,
"Management  Fees" were 0.75% for each class,  "Other  Expenses" were 0.86%
for  Class A shares,  0.87%  for Class B shares,  0.84% for Class C shares,
0.92% for  Class N shares  and 0.54%  (unchanged)  for Class Y shares,  and
"Total Fund Operating  Expenses" were 1.85% for Class A, 2.62% for Class B,
2.59% for Class C, 2.17% for Class N and 1.29% for Class Y.

5. The  expenses  shown for Global Fund do not reflect  transfer  agent fee
waivers,  described  below under  "Transfer  Agency and Custody  Services."
After  such  waivers,  "Other  Expenses"  were 0.30% for Class B shares and
0.33% for Class Y shares,  and "Total Fund  Operating  Expenses" were 1.97%
for Class B shares  and 1.00%  for  Class Y shares.  Expenses  for Class A,
Class C and Class N shares were unchanged.

6.  Applies  to  redemptions  within the first  year  after  purchase.  The
contingent  deferred  sales charge  declines to 1% in the sixth year and is
eliminated  after that.

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

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

Examples

     These examples below are intended to help you compare the cost of investing
in each Fund and the proposed  surviving  Global Fund.  These examples assume an
annual  return for each class of 5%, the  operating  expenses  described  in the
tables above and reinvestment of your dividends and distributions.

     Your actual costs may be higher or lower  because  expenses  will vary over
time.  For each  $10,000  investment,  you  would  pay the  following  projected
expenses  if you sold your  shares  after the number of years shown or held your
shares  for the  number  of years  shown  without  redeeming,  according  to the
following examples.

                                                    Europe Fund
---------------------------------- ------------------- -------------------- ------------------- ---------------------
If shares are redeemed1:                 1 year              3 years             5 years             10 years3
---------------------------------- ------------------- -------------------- ------------------- ---------------------
---------------------------------- ------------------- -------------------- ------------------- ---------------------
Class A                                   $777               $1,198               $1,644               $2,876
---------------------------------- ------------------- -------------------- ------------------- ---------------------
---------------------------------- ------------------- -------------------- ------------------- ---------------------
Class B                                   $804               $1,230               $1,782               $2,923
---------------------------------- ------------------- -------------------- ------------------- ---------------------
---------------------------------- ------------------- -------------------- ------------------- ---------------------
Class C                                   $407                $939                $1,596               $3,355
---------------------------------- ------------------- -------------------- ------------------- ---------------------
---------------------------------- ------------------- -------------------- ------------------- ---------------------
Class N                                   $359                $796                $1,360               $2,895
---------------------------------- ------------------- -------------------- ------------------- ---------------------
---------------------------------- ------------------- -------------------- ------------------- ---------------------
Class Y                                   $136                $425                 $734                $1,613
---------------------------------- ------------------- -------------------- ------------------- ---------------------


                                                    Europe Fund
---------------------------------- ------------------- -------------------- ------------------- ---------------------
If shares are not redeemed2:             1 year              3 years             5 years             10 years3
---------------------------------- ------------------- -------------------- ------------------- ---------------------
---------------------------------- ------------------- -------------------- ------------------- ---------------------
Class A                                   $777               $1,198               $1,644               $2,876
---------------------------------- ------------------- -------------------- ------------------- ---------------------
---------------------------------- ------------------- -------------------- ------------------- ---------------------
Class B                                   $304                $930                $1,582               $2,923
---------------------------------- ------------------- -------------------- ------------------- ---------------------
---------------------------------- ------------------- -------------------- ------------------- ---------------------
Class C                                   $307                $939                $1,596               $3,355
---------------------------------- ------------------- -------------------- ------------------- ---------------------
---------------------------------- ------------------- -------------------- ------------------- ---------------------
Class N                                   $259                $796                $1,360               $2,895
---------------------------------- ------------------- -------------------- ------------------- ---------------------
---------------------------------- ------------------- -------------------- ------------------- ---------------------
Class Y                                   $136                $425                 $734                $1,613
---------------------------------- ------------------- -------------------- ------------------- ---------------------


                                                    Global Fund
---------------------------------- ------------------- -------------------- ------------------- ---------------------
If shares are redeemed1:                 1 year              3 years             5 years             10 years3
---------------------------------- ------------------- -------------------- ------------------- ---------------------
---------------------------------- ------------------- -------------------- ------------------- ---------------------
Class A                                   $688                $928                $1,187               $1,924
---------------------------------- ------------------- -------------------- ------------------- ---------------------
---------------------------------- ------------------- -------------------- ------------------- ---------------------
Class B                                   $701                $921                $1,268               $1,910
---------------------------------- ------------------- -------------------- ------------------- ---------------------
---------------------------------- ------------------- -------------------- ------------------- ---------------------
Class C                                   $298                $612                $1,052               $2,275
---------------------------------- ------------------- -------------------- ------------------- ---------------------
---------------------------------- ------------------- -------------------- ------------------- ---------------------
Class N                                   $238                $431                 $745                $1,635
---------------------------------- ------------------- -------------------- ------------------- ---------------------
---------------------------------- ------------------- -------------------- ------------------- ---------------------
Class Y                                   $107                $334                 $579                $1,283
---------------------------------- ------------------- -------------------- ------------------- ---------------------


                                                    Global Fund
---------------------------------- ------------------- -------------------- ------------------- ---------------------
If shares are not redeemed2:             1 year              3 years             5 years             10 years3
---------------------------------- ------------------- -------------------- ------------------- ---------------------
---------------------------------- ------------------- -------------------- ------------------- ---------------------
Class A                                   $688                $928                $1,187               $1,924
---------------------------------- ------------------- -------------------- ------------------- ---------------------
---------------------------------- ------------------- -------------------- ------------------- ---------------------
Class B                                   $201                $621                $1,068               $1,910
---------------------------------- ------------------- -------------------- ------------------- ---------------------
---------------------------------- ------------------- -------------------- ------------------- ---------------------
Class C                                   $198                $612                $1,052               $2,275
---------------------------------- ------------------- -------------------- ------------------- ---------------------
---------------------------------- ------------------- -------------------- ------------------- ---------------------
Class N                                   $138                $431                 $745                $1,635
---------------------------------- ------------------- -------------------- ------------------- ---------------------
---------------------------------- ------------------- -------------------- ------------------- ---------------------
Class Y                                   $107                $334                 $579                $1,283
---------------------------------- ------------------- -------------------- ------------------- ---------------------


                                          Pro Forma Surviving Global Fund
----------------------------------- ------------------ -------------------- ------------------- ---------------------
If shares are redeemed1:                 1 year              3 years             5 years             10 years3
----------------------------------- ------------------ -------------------- ------------------- ---------------------
----------------------------------- ------------------ -------------------- ------------------- ---------------------
Class A                                   $688                $928                $1,187               $1,924
----------------------------------- ------------------ -------------------- ------------------- ---------------------
----------------------------------- ------------------ -------------------- ------------------- ---------------------
Class B                                   $701                $921                $1,268               $1,910
----------------------------------- ------------------ -------------------- ------------------- ---------------------
----------------------------------- ------------------ -------------------- ------------------- ---------------------
Class C                                   $298                $612                $1,052               $2,275
----------------------------------- ------------------ -------------------- ------------------- ---------------------
----------------------------------- ------------------ -------------------- ------------------- ---------------------
Class N                                   $238                $431                 $745                $1,635
----------------------------------- ------------------ -------------------- ------------------- ---------------------
----------------------------------- ------------------ -------------------- ------------------- ---------------------
Class Y                                   $107                $334                 $579                $1,283
----------------------------------- ------------------ -------------------- ------------------- ---------------------

                                          Pro Forma Surviving Global Fund
----------------------------------- ------------------ -------------------- ------------------- ---------------------
If shares are not redeemed2:             1 year              3 years             5 years             10 years3
----------------------------------- ------------------ -------------------- ------------------- ---------------------
----------------------------------- ------------------ -------------------- ------------------- ---------------------
Class A                                   $688                $928                $1,187               $1,924
----------------------------------- ------------------ -------------------- ------------------- ---------------------
----------------------------------- ------------------ -------------------- ------------------- ---------------------
Class B                                   $201                $621                $1,068               $1,910
----------------------------------- ------------------ -------------------- ------------------- ---------------------
----------------------------------- ------------------ -------------------- ------------------- ---------------------
Class C                                   $198                $612                $1,052               $2,275
----------------------------------- ------------------ -------------------- ------------------- ---------------------
----------------------------------- ------------------ -------------------- ------------------- ---------------------
Class N                                   $138                $431                 $745                $1,635
----------------------------------- ------------------ -------------------- ------------------- ---------------------
----------------------------------- ------------------ -------------------- ------------------- ---------------------
Class Y                                   $107                $334                 $579                $1,283
----------------------------------- ------------------ -------------------- ------------------- ---------------------

1. In the "If shares are redeemed"  examples,  expenses include the initial
sales  charge  for  Class A and the  applicable  Class  B,  Class C and  Class N
contingent  deferred  sales  charges.

2. In the "If  shares  are not  redeemed"
examples,  the Class A expenses  include the initial sales charge,  but Class B,
Class C and Class N  expenses  do not  include  the  contingent  deferred  sales
charges.

3.  Class B  expenses  for  years 7  through  10 are  based on Class A
expenses, since Class B shares automatically convert to Class A after 6 years.

Where can I find more financial information about the Funds?

     Performance  information  for both Europe Fund and Global Fund is set forth
in each  Fund's  Prospectus  under the section  "The  Fund's Past  Performance."
Global Fund's Prospectus  accompanies this Prospectus and Proxy Statement and is
incorporated by reference.


     The  financial  statements  of Europe Fund for its fiscal year ended August
     31, 2002 and for the six months ended  February 28, 2003, and the financial
     statements of Global Fund for its fiscal year ended  September 30, 2002 and
     for the six  months  ended  March  31,  2003,  are  included  in the  Proxy
     Statement  of  Additional   Information  and  are  incorporated  herein  by
     reference. See page ii for instructions on how to obtain a free copy.


     What are the capitalizations of the Funds and what would the capitalization
     be after the Reorganization?

     The following  table sets forth the  capitalization  (unaudited)  of Europe
Fund and Global Fund as of June 30, 2003 and  indicates  the pro forma  combined
capitalization as of June 30, 2003 as if the Reorganization had occurred on that
date. As of June 30, 2003,  the value of the assets of Europe Fund was less than
10% of the value of the assets of Global Fund.

--------------------------------------------------------------------------------------------------------------------
Europe Fund                              Net Assets                   Shares                 Net Asset Value
                                                                   Outstanding                  Per Share
--------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------
   Class A                                       $5,857,789                   1,039,368           $5.64
--------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------
   Class B                                       $3,351,478                     614,606           $5.45
--------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------
   Class C                                       $1,484,953                     271,062           $5.48
--------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------
   Class N                                          $60,264                      10,796           $5.58
--------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------
   Class Y                                          $76,160                      13,222           $5.76
--------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------
TOTAL                                           $10,830,643                   1,949,054
----------------------------------------------------------------------------------------


--------------------------------------------------------------------------------------------------------------------
Global Fund                              Net Assets                   Shares                 Net Asset Value
                                                                   Outstanding                  Per Share
--------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------
   Class A                                   $5,287,708,201                 130,805,687           $40.42
--------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------
   Class B                                   $1,146,740,098                  30,217,333           $37.95
--------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------
   Class C                                     $542,442,872                  14,068,187           $38.56
--------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------
   Class N                                      $93,369,321                   2,322,018           $40.21
--------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------
   Class Y                                     $225,472,002                   5,548,568           $40.64
--------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------
TOTAL                                        $7,295,732,495                 182,961,793
----------------------------------------------------------------------------------------

--------------------------------------------------------------------------------------------------------------------
Global Fund                              Net Assets                   Shares                 Net Asset Value
(Pro Forma Surviving Fund)*                                        Outstanding                  Per Share
--------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------
   Class A                                   $5,293,565,990                 130,964,027           $40.42
--------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------
   Class B                                   $1,150,091,576                  30,305,443           $37.95
--------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------
   Class C                                     $543,927,825                  14,106,012           $38.56
--------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------
   Class N                                      $93,429,585                   2,323,541           $40.21
--------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------
   Class Y                                     $225,548,162                   5,549,906           $40.64
--------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------
TOTAL                                        $7,306,563,138                 183,248,929
----------------------------------------------------------------------------------------

     *Reflects  the issuance of 158,340  Class A shares,  88,110 Class B shares,
     37,825  Class C shares,  1,523  Class N shares and 1,338  Class Y shares of
     Global  Fund in a  tax-free  exchange  for the net  assets of Europe  Fund,
     aggregating $10,830,643.

How have the Funds performed?

     The  following  past  performance  information  for each  Fund is set forth
below, and for earlier periods,  in its respective  Prospectus:  (i) a bar chart
detailing  annual  total  returns of Class A shares of each Fund as of  December
31st for each of the ten most recent full calendar years (for Europe Fund, since
that Fund's  inception);  and (ii) tables detailing how the average annual total
returns,  both before and after taxes,  of Europe Fund's Class A, Class B, Class
C, Class N and Class Y shares  compare to those of the  Morgan  Stanley  Capital
International  (MSCI) All Country Index; and how Global Fund's Class A, Class B,
Class C, Class N and Class Y average annual total returns, both before and after
taxes, compare to those of the MSCI World Index. 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 results 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 past  investment  performance  of either Fund,
before and after taxes, is not necessarily an indication of how either Fund will
perform in the future.


         Annual Total Returns for Europe Fund (Class A)

     [See  appendix  to  prospectus  and proxy  statement  for data in bar chart
     showing annual total returns for Oppenheimer Europe Fund.]


     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.  For the period from January 1, 2003 through
     June 30, 2003, the cumulative  total return (not  annualized)  before taxes
     for Class A shares of Europe Fund was 12.58%.

     During  the  period  shown  in  the  bar  chart,  the  highest  return  for
     Oppenheimer  Europe  Fund (not  annualized)  before  taxes  for a  calendar
     quarter  was 10.20% (4th Qtr `01) and the lowest  return  (not  annualized)
     before taxes for a calendar quarter was -24.52% (3rd Qtr `02).

         Annual Total Returns for Global Fund (Class A)

     [See  appendix  to  prospectus  and proxy  statement  for data in bar chart
     showing annual total returns for Oppenheimer Global Fund.]


     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.  For the period from January 1, 2003 through
     June 30, 2003, the cumulative  total return (not  annualized)  before taxes
     for Class A shares of Global Fund was 11.54%.

     During  the  period  shown  in  the  bar  chart,  the  highest  return  for
     Oppenheimer  Global  Fund (not  annualized)  before  taxes  for a  calendar
     quarter  was 36.38% (4th Qtr `99) and the lowest  return  (not  annualized)
     before taxes for a calendar quarter was -18.17% (3rd Qtr '02).

     Average  annual total returns for the Funds for the periods ended  December
     31, 2002 are as follows:

------------------------------------------ ------------- -------------------------
Europe Fund1                                  1 Year             5 Years
                                                          (or life of class, if
                                                                  less)
------------------------------------------ ------------- -------------------------
------------------------------------------ ------------- -------------------------
Class A Shares (inception 3/1/99)
  Return Before Taxes                        -28.35%             -16.70%
  Return After Taxes on Distributions        -28.35%             -17.12%
  Return After Taxes on Distributions
  and Sale of Fund Shares                    -17.26%             -12.64%
------------------------------------------ ------------- -------------------------
MSCI All Country Europe Index
(from 2/28/99) (reflects no deduction
for fees, expenses or taxes) 4               -17.85%              -7.93%
------------------------------------------ ------------- -------------------------
------------------------------------------ ------------- -------------------------
Class B Shares (inception 3/1/99)            -28.42%             -16.73%
------------------------------------------ ------------- -------------------------
------------------------------------------ ------------- -------------------------
Class C Shares (inception 3/1/99)            -25.18%             -15.97%
------------------------------------------ ------------- -------------------------
------------------------------------------ ------------- -------------------------
Class N Shares (inception 3/1/01)            -25.00%             -23.95%
------------------------------------------ ------------- -------------------------
------------------------------------------ ------------- -------------------------
Class Y Shares (inception 3/1/99)2           -23.27%             -14.96%
------------------------------------------ ------------- -------------------------

         -------------------------------------------- ----------- -------------------------- -------------------------
         Global Fund1                                   1 Year             5 Years                   10 Years
                                                                    (or life of class, if     (or life of class, if
                                                                            less)                     less)
         -------------------------------------------- ----------- -------------------------- -------------------------
         -------------------------------------------- ----------- -------------------------- -------------------------
         Class A Shares (inception 12/22/69)
           Return Before Taxes                         -26.91%              3.68%                     10.70%
           Return After Taxes on Distributions         -26.91%              1.98%                     8.36%
           Return After Taxes on Distributions and
           Sale of Fund Shares                         -16.39%              2.98%                     8.39%
         -------------------------------------------- ----------- -------------------------- -------------------------
         -------------------------------------------- ----------- -------------------------- -------------------------
         MSCI World Index
         (from 12/31/92) (reflects no deduction for    -19.54%             -1.76%                     6.69%
         fees, expenses or taxes)5
         -------------------------------------------- ----------- -------------------------- -------------------------
         -------------------------------------------- ----------- -------------------------- -------------------------
         Class B Shares (inception 8/17/93) 3          -26.93%              3.82%                     9.62%
         -------------------------------------------- ----------- -------------------------- -------------------------
         -------------------------------------------- ----------- -------------------------- -------------------------
         Class C Shares (inception 10/2/95)            -23.81%              4.11%                     7.96%
         -------------------------------------------- ----------- -------------------------- -------------------------
         -------------------------------------------- ----------- -------------------------- -------------------------
         Class N Shares (inception 3/1/01)             -23.39%             -16.41%                     N/A
         -------------------------------------------- ----------- -------------------------- -------------------------
         -------------------------------------------- ----------- -------------------------- -------------------------
         Class Y Shares (inception 11/17/98)2          -22.31%              5.40%                      N/A
         -------------------------------------------- ----------- -------------------------- -------------------------

         Average annual total returns for the Funds for the periods ended June 30, 2003 are as follows:

------------------------------------------ ------------- -------------------------
Europe Fund1                                  1 Year             5 Years
                                                          (or life of class, if
                                                                  less)
------------------------------------------ ------------- -------------------------
------------------------------------------ ------------- -------------------------
Class A Shares (inception 3/1/99)

  Return Before Taxes                        -14.26%             -12.58%
  Return After Taxes on Distributions        -14.26%             -12.97%
  Return After Taxes on Distributions
  and Sale of Fund Shares                     -9.27%             -10.43%

------------------------------------------ ------------- -------------------------
MSCI All Country Europe Index
(from 2/28/99) (reflects no deduction
for fees, expenses or taxes) 4                -4.40%              -4.70%
------------------------------------------ ------------- -------------------------
------------------------------------------ ------------- -------------------------
Class B Shares (inception 3/1/99)            -14.28%             -12.49%
------------------------------------------ ------------- -------------------------
------------------------------------------ ------------- -------------------------
Class C Shares (inception 3/1/99)            -10.48%             -11.99%
------------------------------------------ ------------- -------------------------
------------------------------------------ ------------- -------------------------
Class N Shares (inception 3/1/01)            -10.32%             -15.27%
------------------------------------------ ------------- -------------------------
------------------------------------------ ------------- -------------------------
Class Y Shares (inception 3/1/99)2            -8.43%             -10.93%
------------------------------------------ ------------- -------------------------

         -------------------------------------------- ----------- -------------------------- -------------------------
         Global Fund1                                   1 Year             5 Years                   10 Years
                                                                    (or life of class, if     (or life of class, if
                                                                            less)                     less)
         -------------------------------------------- ----------- -------------------------- -------------------------
         -------------------------------------------- ----------- -------------------------- -------------------------
         Class A Shares (inception 12/22/69)

           Return Before Taxes                         -11.57%              3.45%                     10.94%
           Return After Taxes on Distributions         -11.57%              1.75%                     8.60%
           Return After Taxes on Distributions and
           Sale of Fund Shares                          -7.52%              2.42%                     8.51%

         -------------------------------------------- ----------- -------------------------- -------------------------
         -------------------------------------------- ----------- -------------------------- -------------------------
         MSCI World Index
         (from 12/31/92) (reflects no deduction for     -1.89%             -2.69%                     6.32%
         fees, expenses or taxes)5
         -------------------------------------------- ----------- -------------------------- -------------------------
         -------------------------------------------- ----------- -------------------------- -------------------------
         Class B Shares (inception 8/17/93) 3          -11.57%              3.57%                     10.33%
         -------------------------------------------- ----------- -------------------------- -------------------------
         -------------------------------------------- ----------- -------------------------- -------------------------
         Class C Shares (inception 10/2/95)             -7.81%              3.88%                     8.90%
         -------------------------------------------- ----------- -------------------------- -------------------------
         -------------------------------------------- ----------- -------------------------- -------------------------
         Class N Shares (inception 3/1/01)              -7.30%             -9.03%                      N/A
         -------------------------------------------- ----------- -------------------------- -------------------------
         -------------------------------------------- ----------- -------------------------- -------------------------
         Class Y Shares (inception 11/17/98)2           -5.97%              7.34%                      N/A
         -------------------------------------------- ----------- -------------------------- -------------------------

     1. The Funds'  average annual total returns in the tables above include the
     applicable  sales  charges:  for Class A shares of each Fund,  the  current
     maximum  initial sales charge is 5.75%;  for Class B shares of Global Fund,
     the contingent deferred sales charges is 5% (1-year) and 2% (5-years);  for
     Class B shares of Europe Fund, the contingent  deferred sales charges is 5%
     (1-year) and 2% (life-of-class); and for Class C and Class N shares of each
     Fund, the 1% contingent  deferred  sales charge for the 1-year  period.

     2. There is no sales charge on Class Y shares.

     3.  Because  Class B  shares  convert  to Class A shares  72  months  after
     purchase,  Class B  "life-of-class"  performance  for Global  Fund does not
     include the  contingent  deferred sales charge and uses Class A performance
     for  the  period  after   conversion.   The  Fund's  returns  measures  the
     performance  of a  hypothetical  account and assume that all  dividends and
     capital gains  distributions  have been reinvested in additional shares.

     4. The  performance  of Europe  Fund's  Class A shares is  compared  to the
     Morgan Stanley  Capital  International  (MSCI) All Country Europe Index, an
     unmanaged  index of foreign  stocks  representing  developed  and  emerging
     European countries.  Index performance  reflects the reinvestment of income
     but does not reflect transaction costs. Europe Fund's investments vary from
     those in the index.

     5. The  performance of Global Fund's Class A shares is compared to the MSCI
     World Index, and unmanaged index of issuers listed on the stock exchange of
     20  foreign  countries  and  the  U.S.  Index   performance   reflects  the
     reinvestment  of income  but does not  reflect  transaction  costs.  Global
     Fund's investments vary from those in the index.

     How Has Global Fund  Performed?  - Below is a discussion  by the Manager of
Global  Fund's  performance  during its fiscal year ended  September  30,  2002,
followed  by  a  graphical   comparison  of  Global  Fund's  performance  to  an
appropriate broad-based market index.

     Management's  Discussion of Performance - During the fiscal year that ended
September 30, 2002,  Global Fund's  performance  mirrored a difficult  operating
environment,   producing  negative  absolute  returns  while  outperforming  its
benchmark index, the MSCI World Index.  Economic,  business and political events
converged to exert undue pressure on global markets,  with the United States and
Europe  experiencing  the brunt of the downturn.  Given the often  contradictory
nature of near-term  indicators,  Global Fund's portfolio  manager  maintained a
long-term perspective, employing a theme-driven,  valuation sensitive investment
approach that seeks "contrarian growth" from fundamentally sound stocks that are
believed to be  temporarily  depressed.  Global  Fund's  portfolio  manager also
maintained a "barbell strategy," combining aggressive and defensive positions in
hopes of positioning the portfolio for a variety of market conditions.  Country,
industry  and  market  capitalization  weightings  were the  result  of the Fund
manager's   individual   stock  selection  rather  than   predetermined   target
allocations. Global Fund's holdings, allocations,  management and strategies are
subject to change.

     Comparing Global Fund's  Performance to the Market - The graphs that follow
show the  performance  of a  hypothetical  $10,000  investment  in each class of
shares of Global Fund held until  September  30, 2002.  Class A  performance  is
shown for a 10 year period.  For each other class,  performance is measured from
inception  of the class:  from August 17, 1993 for Class B, from October 2, 1995
for Class C shares, from March 1, 2001 for Class N shares, and from November 17,
1998 for Class Y shares. Global Fund's performance reflects the deduction of the
maximum  initial  sales  charge on Class A  shares,  the  applicable  contingent
deferred sales charge on Class B, Class C and Class N shares,  and  reinvestment
of all dividends and capital gain  distributions.  Global Fund's  performance is
compared to the  performance  of the MSCI World  Index,  an  unmanaged  index of
issuers listed on the stock exchanges of 20 foreign countries. Index performance
reflects the reinvestment of dividends but does not reflect  transaction  costs,
and none of the data in the graphs that follow shows the effect of taxes. Global
Fund's performance reflects the effects of Fund business and operating expenses.
While index  comparisons  may be useful to provide a benchmark for Global Fund's
performance,  it must be noted that Global Fund's investments are not limited to
the investments or countries in the Index.


Class A Shares

Comparison of Change in Value of $10,000 Hypothetical Investments in:
Global Fund (Class A) and MSCI World Index.

[Line Graph]

----------------------------- ------------------------------------ -------------------------
            Date                  Value of Investment in Fund          MSCI World Index
----------------------------- ------------------------------------ -------------------------
----------------------------- ------------------------------------ -------------------------

         09/30/1992                         $9,425                         $10,000

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

         12/31/1992                         $9,062                          $9,989

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

         03/31/1993                         $9,416                         $10,860

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

         06/30/1993                         $9,888                         $11,534

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

         09/30/1993                         $11,091                        $12,089

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

         12/31/1993                         $12,925                        $12,299

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

         03/31/1994                         $12,592                        $12,389

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

         06/30/1994                         $12,441                        $12,776

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

         09/30/1994                         $13,219                        $13,065

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

         12/31/1994                         $12,523                        $12,986

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

         03/31/1995                         $12,763                        $13,610

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

         06/30/1995                         $13,645                        $14,209

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

         09/30/1995                         $14,445                        $15,021

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

         12/31/1995                         $14,600                        $15,754

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

         03/31/1996                         $15,316                        $16,414

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

         06/30/1996                         $15,931                        $16,908

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

         09/30/1996                         $16,320                        $17,154

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

         12/31/1996                         $17,158                        $17,958

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

         03/31/1997                         $17,897                        $18,030

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

         06/30/1997                         $20,002                        $20,764

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

         09/30/1997                         $21,682                        $21,378

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

         12/31/1997                         $20,902                        $20,873

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

         03/31/1998                         $23,247                        $23,884

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

         06/30/1998                         $23,584                        $24,391

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

         09/30/1998                         $19,546                        $21,488

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

         12/31/1998                         $23,558                        $26,048

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

         03/31/1999                         $24,437                        $27,000

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

         06/30/1999                         $26,848                        $28,312

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

         09/30/1999                         $27,374                        $27,915

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

         12/31/1999                         $37,334                        $32,649

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

         03/31/2000                         $42,353                        $33,007

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

         06/30/2000                         $40,974                        $31,861

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

         09/30/2000                         $40,276                        $30,282

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

         12/31/2000                         $38,850                        $28,431

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

         03/31/2001                         $33,262                        $24,799

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

         06/30/2001                         $35,704                        $25,487

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

         09/30/2001                         $29,361                        $21,842

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

         12/31/2001                         $34,267                        $23,734

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

         03/31/2002                         $34,788                        $23,881

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

         06/30/2002                         $31,590                        $21,692

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

         09/30/2002                         $25,849                        $17,723

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

Class B Shares

Comparison of Change in Value of $10,000 Hypothetical Investments in:
Global Fund (Class B) and MSCI World Index.

[Line Graph]

----------------------------- ------------------------------------ -------------------------
            Date                  Value of Investment in Fund          MSCI World Index
----------------------------- ------------------------------------ -------------------------
----------------------------- ------------------------------------ -------------------------
         08/17/1993                         $10,000                        $10,000
----------------------------- ------------------------------------ -------------------------
----------------------------- ------------------------------------ -------------------------
         09/30/1993                         $10,364                         $9,817
----------------------------- ------------------------------------ -------------------------
----------------------------- ------------------------------------ -------------------------
         12/31/1993                         $12,051                         $9,987
----------------------------- ------------------------------------ -------------------------
----------------------------- ------------------------------------ -------------------------
         03/31/1994                         $11,716                        $10,060
----------------------------- ------------------------------------ -------------------------
----------------------------- ------------------------------------ -------------------------
         06/30/1994                         $11,546                        $10,374
----------------------------- ------------------------------------ -------------------------
----------------------------- ------------------------------------ -------------------------
         09/30/1994                         $12,241                        $10,609
----------------------------- ------------------------------------ -------------------------
----------------------------- ------------------------------------ -------------------------
         12/31/1994                         $11,570                        $10,545
----------------------------- ------------------------------------ -------------------------
----------------------------- ------------------------------------ -------------------------
         03/31/1995                         $11,768                        $11,052
----------------------------- ------------------------------------ -------------------------
----------------------------- ------------------------------------ -------------------------
         06/30/1995                         $12,553                        $11,538
----------------------------- ------------------------------------ -------------------------
----------------------------- ------------------------------------ -------------------------
         09/30/1995                         $13,261                        $12,197
----------------------------- ------------------------------------ -------------------------
----------------------------- ------------------------------------ -------------------------
         12/31/1995                         $13,379                        $12,793
----------------------------- ------------------------------------ -------------------------
----------------------------- ------------------------------------ -------------------------
         03/31/1996                         $14,006                        $13,328
----------------------------- ------------------------------------ -------------------------
----------------------------- ------------------------------------ -------------------------
         06/30/1996                         $14,539                        $13,730
----------------------------- ------------------------------------ -------------------------
----------------------------- ------------------------------------ -------------------------
         09/30/1996                         $14,862                        $13,929
----------------------------- ------------------------------------ -------------------------
----------------------------- ------------------------------------ -------------------------
         12/31/1996                         $15,592                        $14,583
----------------------------- ------------------------------------ -------------------------
----------------------------- ------------------------------------ -------------------------
         03/31/1997                         $16,230                        $14,641
----------------------------- ------------------------------------ -------------------------
----------------------------- ------------------------------------ -------------------------
         06/30/1997                         $18,104                        $16,861
----------------------------- ------------------------------------ -------------------------
----------------------------- ------------------------------------ -------------------------
         09/30/1997                         $19,583                        $17,360
----------------------------- ------------------------------------ -------------------------
----------------------------- ------------------------------------ -------------------------
         12/31/1997                         $18,839                        $16,949
----------------------------- ------------------------------------ -------------------------
----------------------------- ------------------------------------ -------------------------
         03/31/1998                         $20,909                        $19,394
----------------------------- ------------------------------------ -------------------------
----------------------------- ------------------------------------ -------------------------
         06/30/1998                         $21,181                        $19,806
----------------------------- ------------------------------------ -------------------------
----------------------------- ------------------------------------ -------------------------
         09/30/1998                         $17,515                        $17,449
----------------------------- ------------------------------------ -------------------------
----------------------------- ------------------------------------ -------------------------
         12/31/1998                         $21,068                        $21,152
----------------------------- ------------------------------------ -------------------------
----------------------------- ------------------------------------ -------------------------
         03/31/1999                         $21,817                        $21,925
----------------------------- ------------------------------------ -------------------------
----------------------------- ------------------------------------ -------------------------
         06/30/1999                         $23,920                        $22,990
----------------------------- ------------------------------------ -------------------------
----------------------------- ------------------------------------ -------------------------
         09/30/1999                         $24,369                        $22,668
----------------------------- ------------------------------------ -------------------------
----------------------------- ------------------------------------ -------------------------
         12/31/1999                         $33,236                        $26,512
----------------------------- ------------------------------------ -------------------------
----------------------------- ------------------------------------ -------------------------
         03/31/2000                         $37,705                        $26,803
----------------------------- ------------------------------------ -------------------------
----------------------------- ------------------------------------ -------------------------
         06/30/2000                         $36,477                        $25,872
----------------------------- ------------------------------------ -------------------------
----------------------------- ------------------------------------ -------------------------
         09/30/2000                         $35,856                        $24,590
----------------------------- ------------------------------------ -------------------------
----------------------------- ------------------------------------ -------------------------
         12/31/2000                         $34,586                        $23,087
----------------------------- ------------------------------------ -------------------------
----------------------------- ------------------------------------ -------------------------
         03/31/2001                         $29,612                        $20,138
----------------------------- ------------------------------------ -------------------------
----------------------------- ------------------------------------ -------------------------
         06/30/2001                         $31,786                        $20,696
----------------------------- ------------------------------------ -------------------------
----------------------------- ------------------------------------ -------------------------
         09/30/2001                         $26,139                        $17,736
----------------------------- ------------------------------------ -------------------------
----------------------------- ------------------------------------ -------------------------
         12/31/2001                         $30,506                        $19,273
----------------------------- ------------------------------------ -------------------------
----------------------------- ------------------------------------ -------------------------
         03/31/2002                         $30,970                        $19,392
----------------------------- ------------------------------------ -------------------------
----------------------------- ------------------------------------ -------------------------
         06/30/2002                         $28,123                        $17,615
----------------------------- ------------------------------------ -------------------------
----------------------------- ------------------------------------ -------------------------
         09/30/2002                         $23,012                        $14,391
----------------------------- ------------------------------------ -------------------------

Class C Shares

Comparison of Change in Value of $10,000 Hypothetical Investments in:
Global Fund (Class C) and MSCI World Index.

[Line Graph]

----------------------------- ------------------------------------ -------------------------
            Date              Value of Investment in Fund          MSCI World Index
----------------------------- ------------------------------------ -------------------------
----------------------------- ------------------------------------ -------------------------
         10/02/1995                         $10,000                        $10,000
----------------------------- ------------------------------------ -------------------------
----------------------------- ------------------------------------ -------------------------
         12/31/1995                         $10,117                        $10,488
----------------------------- ------------------------------------ -------------------------
----------------------------- ------------------------------------ -------------------------
         03/31/1996                         $10,587                        $10,927
----------------------------- ------------------------------------ -------------------------
----------------------------- ------------------------------------ -------------------------
         06/30/1996                         $10,990                        $11,257
----------------------------- ------------------------------------ -------------------------
----------------------------- ------------------------------------ -------------------------
         09/30/1996                         $11,234                        $11,420
----------------------------- ------------------------------------ -------------------------
----------------------------- ------------------------------------ -------------------------
         12/31/1996                         $11,785                        $11,956
----------------------------- ------------------------------------ -------------------------
----------------------------- ------------------------------------ -------------------------
         03/31/1997                         $12,267                        $12,003
----------------------------- ------------------------------------ -------------------------
----------------------------- ------------------------------------ -------------------------
         06/30/1997                         $13,685                        $13,824
----------------------------- ------------------------------------ -------------------------
----------------------------- ------------------------------------ -------------------------
         09/30/1997                         $14,801                        $14,233
----------------------------- ------------------------------------ -------------------------
----------------------------- ------------------------------------ -------------------------
         12/31/1997                         $14,241                        $13,896
----------------------------- ------------------------------------ -------------------------
----------------------------- ------------------------------------ -------------------------
         03/31/1998                         $15,807                        $15,900
----------------------------- ------------------------------------ -------------------------
----------------------------- ------------------------------------ -------------------------
         06/30/1998                         $16,007                        $16,238
----------------------------- ------------------------------------ -------------------------
----------------------------- ------------------------------------ -------------------------
         09/30/1998                         $13,242                        $14,305
----------------------------- ------------------------------------ -------------------------
----------------------------- ------------------------------------ -------------------------
         12/31/1998                         $15,927                        $17,341
----------------------------- ------------------------------------ -------------------------
----------------------------- ------------------------------------ -------------------------
         03/31/1999                         $16,491                        $17,975
----------------------------- ------------------------------------ -------------------------
----------------------------- ------------------------------------ -------------------------
         06/30/1999                         $18,080                        $18,849
----------------------------- ------------------------------------ -------------------------
----------------------------- ------------------------------------ -------------------------
         09/30/1999                         $18,402                        $18,584
----------------------------- ------------------------------------ -------------------------
----------------------------- ------------------------------------ -------------------------
         12/31/1999                         $25,049                        $21,736
----------------------------- ------------------------------------ -------------------------
----------------------------- ------------------------------------ -------------------------
         03/31/2000                         $28,363                        $21,974
----------------------------- ------------------------------------ -------------------------
----------------------------- ------------------------------------ -------------------------
         06/30/2000                         $27,383                        $21,211
----------------------------- ------------------------------------ -------------------------
----------------------------- ------------------------------------ -------------------------
         09/30/2000                         $26,870                        $20,160
----------------------------- ------------------------------------ -------------------------
----------------------------- ------------------------------------ -------------------------
         12/31/2000                         $25,866                        $18,928
----------------------------- ------------------------------------ -------------------------
----------------------------- ------------------------------------ -------------------------
         03/31/2001                         $22,100                        $16,510
----------------------------- ------------------------------------ -------------------------
----------------------------- ------------------------------------ -------------------------
         06/30/2001                         $23,677                        $16,968
----------------------------- ------------------------------------ -------------------------
----------------------------- ------------------------------------ -------------------------
         09/30/2001                         $19,434                        $14,541
----------------------------- ------------------------------------ -------------------------
----------------------------- ------------------------------------ -------------------------
         12/31/2001                         $22,637                        $15,801
----------------------------- ------------------------------------ -------------------------
----------------------------- ------------------------------------ -------------------------
         03/31/2002                         $22,939                        $15,899
----------------------------- ------------------------------------ -------------------------
----------------------------- ------------------------------------ -------------------------
         06/30/2002                         $20,790                        $14,441
----------------------------- ------------------------------------ -------------------------
----------------------------- ------------------------------------ -------------------------
         09/30/2002                         $16,979                        $11,799
----------------------------- ------------------------------------ -------------------------





Class N Shares

Comparison of Change in Value of $10,000 Hypothetical Investments in:
Global Fund (Class N) and MSCI World Index.

[Line Graph]

----------------------------- ------------------------------------ -------------------------
            Date                  Value of Investment in Fund          MSCI World Index
----------------------------- ------------------------------------ -------------------------
----------------------------- ------------------------------------ -------------------------
         03/01/2001                         $10,000                        $10,000
----------------------------- ------------------------------------ -------------------------
----------------------------- ------------------------------------ -------------------------
         03/31/2001                         $9,044                          $9,345
----------------------------- ------------------------------------ -------------------------
----------------------------- ------------------------------------ -------------------------
         06/30/2001                         $9,699                          $9,604
----------------------------- ------------------------------------ -------------------------
----------------------------- ------------------------------------ -------------------------
         09/30/2001                         $7,975                          $8,231
----------------------------- ------------------------------------ -------------------------
----------------------------- ------------------------------------ -------------------------
         12/31/2001                         $9,304                          $8,944
----------------------------- ------------------------------------ -------------------------
----------------------------- ------------------------------------ -------------------------
         03/31/2002                         $9,439                          $8,999
----------------------------- ------------------------------------ -------------------------
----------------------------- ------------------------------------ -------------------------
         06/30/2002                         $8,566                          $8,174
----------------------------- ------------------------------------ -------------------------
----------------------------- ------------------------------------ -------------------------
         09/30/2002                         $7,008                          $6,678
----------------------------- ------------------------------------ -------------------------

Class Y Shares

Comparison of Change in Value of $10,000 Hypothetical Investments in:
Global Fund (Class Y) and MSCI World Index.

[Line Graph]

----------------------------- ------------------------------------ -------------------------
            Date                  Value of Investment in Fund          MSCI World Index
----------------------------- ------------------------------------ -------------------------
----------------------------- ------------------------------------ -------------------------
         11/17/1998                         $10,000                        $10,000
----------------------------- ------------------------------------ -------------------------
----------------------------- ------------------------------------ -------------------------
         12/31/1998                         $10,907                        $10,490
----------------------------- ------------------------------------ -------------------------
----------------------------- ------------------------------------ -------------------------
         03/31/1999                         $11,328                        $10,874
----------------------------- ------------------------------------ -------------------------
----------------------------- ------------------------------------ -------------------------
         06/30/1999                         $12,454                        $11,402
----------------------------- ------------------------------------ -------------------------
----------------------------- ------------------------------------ -------------------------
         09/30/1999                         $12,710                        $11,242
----------------------------- ------------------------------------ -------------------------
----------------------------- ------------------------------------ -------------------------
         12/31/1999                         $17,353                        $13,148
----------------------------- ------------------------------------ -------------------------
----------------------------- ------------------------------------ -------------------------
         03/31/2000                         $19,701                        $13,293
----------------------------- ------------------------------------ -------------------------
----------------------------- ------------------------------------ -------------------------
         06/30/2000                         $19,075                        $12,831
----------------------------- ------------------------------------ -------------------------
----------------------------- ------------------------------------ -------------------------
         09/30/2000                         $18,764                        $12,195
----------------------------- ------------------------------------ -------------------------
----------------------------- ------------------------------------ -------------------------
         12/31/2000                         $18,098                        $11,450
----------------------------- ------------------------------------ -------------------------
----------------------------- ------------------------------------ -------------------------
         03/31/2001                         $15,497                         $9,987
----------------------------- ------------------------------------ -------------------------
----------------------------- ------------------------------------ -------------------------
         06/30/2001                         $16,651                        $10,264
----------------------------- ------------------------------------ -------------------------
----------------------------- ------------------------------------ -------------------------
         09/30/2001                         $13,691                         $8,796
----------------------------- ------------------------------------ -------------------------
----------------------------- ------------------------------------ -------------------------
         12/31/2001                         $15,989                         $9,558
----------------------------- ------------------------------------ -------------------------
----------------------------- ------------------------------------ -------------------------
         03/31/2002                         $16,241                         $9,617
----------------------------- ------------------------------------ -------------------------
----------------------------- ------------------------------------ -------------------------
         06/30/2002                         $14,753                         $8,736
----------------------------- ------------------------------------ -------------------------
----------------------------- ------------------------------------ -------------------------
         09/30/2002                         $12,077                         $7,137
----------------------------- ------------------------------------ -------------------------

     The ending  account  values in the graphs  show  change in share  value and
include  reinvestment  of all dividends and capital  gains  distributions.  Past
performance is not predictive of future performance. Graphs are not drawn to the
same scale.  Total return  information  is shown above under "How have the Funds
performed?" What are other key features of the Funds?

     The  description of certain key features of the Funds below is supplemented
by each Fund's  Prospectus  and Statement of Additional  Information,  which are
incorporated by reference.

     Investment  Management  and Fees - The  Manager  manages the assets of both
Funds and makes their respective investment decisions. The portfolio managers of
both Funds are employed by the Manager.  Both Funds obtain investment management
services from the Manager  according to the terms of management  agreements that
are  substantially  similar  with the  exception  that  Global  Fund  has  lower
management  fees for  assets  over 3.5  billion  dollars.  Under the  management
agreements,  each Fund pays the Manager an advisory fee at the  following  rates
that decline as each Fund's assets grow:

--------------------------------------------------------------- ------------------------------------------------------------
         Europe Fund 1                                                  Global Fund 1
--------------------------------------------------------------- ------------------------------------------------------------
--------------------------------------------------------------- ------------------------------------------------------------
0.80% of the first $250 million of average annual net assets,   0.80% of the first $250 million of average annual net
                                                                assets,
--------------------------------------------------------------- ------------------------------------------------------------
--------------------------------------------------------------- ------------------------------------------------------------
0.77% of the next $250 million,                                 0.77% of the next $250 million,
--------------------------------------------------------------- ------------------------------------------------------------
--------------------------------------------------------------- ------------------------------------------------------------
0.75% of the next $500 million,                                 0.75% of the next $500 million,
--------------------------------------------------------------- ------------------------------------------------------------
--------------------------------------------------------------- ------------------------------------------------------------
0.69% of the next $1 billion,                                   0.69% of the next $1 billion,
--------------------------------------------------------------- ------------------------------------------------------------
--------------------------------------------------------------- ------------------------------------------------------------
0.67% of average annual net assets over $2 billion.             0.67% of the next $1.5 billion,
--------------------------------------------------------------- ------------------------------------------------------------
                                                             --------------------------------------------------------------
                                                             0.65% of the next $2.5 billion,
                                                             --------------------------------------------------------------
                                                             --------------------------------------------------------------
                                                             0.63% of the next $4 billion and
                                                             --------------------------------------------------------------
                                                             --------------------------------------------------------------
                                                             0.61% of average annual net assets in excess of $10 billion.
                                                             --------------------------------------------------------------

     1. Based on average annual net assets of the respective Fund.

     For Europe Fund only,  the Manager  has  voluntary  waived a portion of its
advisory  fees since  January 1, 2002,  based on that Fund's  ranking by Lipper,
Inc. in its peer group,  European Region Funds. This waiver may be terminated at
any time.  Since that date,  when Europe  Fund's  trailing one year  performance
percentile  was ranked by Lipper in the 5th  quintile,  the  Manager  has waived
0.10% of its advisory fee in the following quarter, and when ranked by Lipper in
the 4th  quintile,  the  Manager  has waived  0.05% of its  advisory  fee in the
following quarter. Lipper rankings do not take sales charges into consideration.

     The  management  fee for Europe Fund for the twelve  months ended March 31,
2003 was 0.80% of the average annual net assets for each class of shares before,
and 0.75% after,  the voluntary fee waiver  discussed  above. The management fee
for Global  Fund for the twelve  months  ended  March 31,  2003 was 0.67% of the
average annual net assets for each class of shares. The 12b-1 distribution plans
for both Funds are  substantially  similar.  However,  the "Management Fees" and
"Other  Expenses"  the  Funds  incurred,   including  transfer  agent  fees  and
custodial,  accounting and legal  expenses,  have  differed,  with Global Fund's
"Management  Fees",  "Other Expenses" and "Total Expenses" being less than those
of Europe Fund because Global Fund is a significantly larger fund.





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

------------------------ ------------------ ---------------- -----------------------------
12 months ended          Europe Fund1       Global Fund      Combined Pro Forma
03/31/03                 Class A            Class A          Class A
------------------------ ------------------ ---------------- -----------------------------
------------------------ ------------------ ---------------- -----------------------------
Management Fees                0.75%             0.67%                  0.67%
------------------------ ------------------ ---------------- -----------------------------
------------------------ ------------------ ---------------- -----------------------------
12b-1 Fees                     0.24%             0.24%                  0.24%
------------------------ ------------------ ---------------- -----------------------------
------------------------ ------------------ ---------------- -----------------------------
Other Expenses                 0.86%             0.27%                  0.27%
------------------------ ------------------ ---------------- -----------------------------
------------------------ ------------------ ---------------- -----------------------------
Total Expenses                 1.85%             1.18%                  1.18%
------------------------ ------------------ ---------------- -----------------------------

     "Other Expenses" include transfer agent fees and custodial,  accounting and
     legal expenses the Funds pay. This chart is for illustrative purposes only.

     1. The expenses  shown for Europe Fund are shown after  management  fee and
     transfer fee waivers. Prior to such waivers,  "Management Fees" were 0.80%,
     "Other Expenses" were 1.07%, and "Total Expenses" for Class A were 2.11%.

     For a detailed description of each Fund's investment  management agreement,
see the section below entitled "Comparison of Investment Objectives and Policies
- How do the account features and shareholder services for the Funds compare?"

     Transfer  Agency and  Custody  Services - Both  Funds  receive  shareholder
accounting and other  clerical  services from  OppenheimerFunds  Services in its
capacity as  transfer  agent and  dividend  paying  agent.  It acts on an annual
per-account fee basis for both Funds. The terms of the transfer agency agreement
for both Funds, and of a voluntary  undertaking to limit transfer agent fees (to
0.35% per fiscal year for each class of both Funds) are  substantially  similar.
Citibank,  N.A., located at 111 Wall Street, New York, NY 10005, for Europe Fund
and JP Morgan  Chase Bank,  located at 4 Chase Metro Tech Center,  Brooklyn,  NY
11245 for Global Fund,  act as custodian of the  securities  and other assets of
the respective Funds.

     Distribution   Services   -   OppenheimerFunds   Distributor,   Inc.   (the
"Distributor") acts as the principal underwriter in a continuous public offering
of shares of both  Funds,  but is not  obligated  to sell a  specific  number of
shares. Both Funds have adopted a Service Plan and Agreement under Rule 12b-1 of
the Investment  Company Act for their Class A shares.  The Service Plan provides
for the reimbursement to OppenheimerFunds Distributor, Inc. (the "Distributor"),
for a portion of its costs incurred in connection with the personal  service and
maintenance of accounts that hold Class A shares of the respective Funds.  Under
the Class A Service  Plans,  reimbursement  is made  quarterly at an annual rate
that may not exceed 0.25% of the average  annual net assets of Class A shares of
the  respective  Funds.  The  Distributor  currently  uses all of those  fees to
compensate dealers,  brokers,  banks and other financial  institutions quarterly
for providing  personal  service and  maintenance of accounts of their customers
that hold Class A shares of the respective Funds.

     Both Funds have adopted Distribution and Service Plans and Agreements under
Rule  12b-1 of the  Investment  Company  Act for  Class B,  Class C and  Class N
shares.  These plans  compensate the  Distributor  for its services and costs in
connection with the  distribution of Class B, Class C and Class N shares and the
personal service and maintenance of shareholder accounts. Under each Class B and
Class C Plan,  the Funds pay the  Distributor a service fee at an annual rate of
0.25% of average annual net assets and an asset-based  sales charge at an annual
rate of 0.75% of average  annual net assets.  Under each Class N Plan, the Funds
pay the  Distributor a service fee at an annual rate of 0.25% of average  annual
net assets and an asset-based sales charge at an annual rate of 0.25% of average
annual net assets. All fee amounts are computed on the average annual net assets
of the class  determined  as of the close of each  regular  business day of each
Fund.  The  Distributor  uses all of the service fees to compensate  dealers for
providing  personal services and maintenance of accounts of their customers that
hold shares of the Funds.  The Class B and Class N  asset-based  sales charge is
retained by the Distributor. After the first year, the Class C asset-based sales
charge is paid to the  broker-dealer  as an ongoing  concession  for shares that
have been  outstanding  for a year or more.  The terms of the Funds'  respective
Distribution and Service Plans are substantially similar.

     For a detailed  description of each Fund's  distribution-related  services,
see the section below titled "Comparison of Investment Objectives and Policies -
How do the Account Features and Shareholder Services for the Funds Compare?"

     Purchases,  Redemptions,  Exchanges and other  Shareholder  Services - Both
Funds have the same  requirements and restrictions in connection with purchases,
redemptions and exchanges.  In addition, each Fund also offers the same types of
shareholder   services.   More   detailed   information   regarding   purchases,
redemptions,  exchanges  and  shareholder  services  can be  found  below in the
section below titled "Comparison of Investment  Objectives and Policies - How do
the Account Features and Shareholder Services for the Funds Compare?"

     Dividends and  Distributions  - Both Funds may declare  dividends  from net
investment income and may make distributions out of any capital gains separately
for each class of shares annually and pay those  dividends  and/or capital gains
distributions  to  shareholders  in December on a date  selected by the Board of
each Fund.  There can be no assurance that either Fund will pay any dividends or
capital gains distributions in a particular year.

     For  a  detailed  description  of  each  Fund's  policy  on  dividends  and
distributions, see the section entitled "Comparison of Investment Objectives and
Policies - How do the account  features and  shareholder  services for the Funds
compare?"

     What are the  Principal  Risks of an  Investment  in Europe  Fund or Global
     Fund?

     As with most  investments,  investments  in  Europe  Fund and  Global  Fund
involve  risks.  There  can be no  guarantee  against  loss  resulting  from  an
investment in either Fund,  nor can there be any assurance that either Fund will
achieve its investment  objective.  The risks  associated  with an investment in
each Fund are  similar.  Because both Funds  invest  substantially  in stocks of
foreign  companies,  the value of each  Fund's  portfolio  will be  affected  by
changes in the foreign stock  markets.  Changes in the overall  market prices of
securities  and the income they pay can occur at any time.  The share  prices of
each Fund will change daily based on changes in market prices of securities  and
market conditions and in response to other economic events.

     For more information  about the risks of the Funds, see below "What are the
main risks  associated  with an  investment  in the  Funds?"  under the  heading
"Comparison of Investment Objectives and Policies."

                                          REASONS FOR THE REORGANIZATION

     At a meeting of the Board of Trustees  of Europe Fund held April 17,  2003,
the Board considered whether to approve the proposed Reorganization and reviewed
and  discussed  with the Manager and  independent  legal  counsel the  materials
provided by the Manager  relevant to the  proposed  Reorganization.  Information
with  respect to the  Funds'  respective  investment  objectives  and  policies,
management  fees,  distribution  fees and other operating  expenses,  historical
performance and asset size, was included in the Board materials.

     The  Board  reviewed  information  demonstrating  that  Europe  Fund  is  a
significantly  smaller fund with approximately $10.8 million in net assets as of
June 30, 2003. The Board  considered  that Europe Fund's assets may not increase
substantially  in size in the near future,  that its expense ratios might remain
high as fixed expenses are borne by a relatively  small fund, and that economies
of scale may benefit Europe Fund  shareholders.  In comparison,  Global Fund had
approximately  $7,295.7  million  in net assets as of June 30,  2003.  After the
Reorganization,  the shareholders of Europe Fund would become  shareholders of a
larger fund that is  anticipated to have lower overall  operating  expenses than
Europe Fund.  There can be no  assurances  that lower  operating  expenses  will
continue into the future.

     The Board  considered  the fact that both  Funds  have the same  investment
objective of seeking capital  appreciation.  Additionally,  the Board considered
that both Funds invest in foreign  equities,  and reviewed  the  differences  in
their respective  investment focus. Under normal market conditions,  Europe Fund
will invest at least 80% of its net assets (plus any  borrowing  for  investment
purposes) in common stocks of European companies. It currently invests mainly in
developed  European markets.  Global Fund has a much broader geographic mix. Its
portfolio  holdings can include  holdings of securities  of European  companies,
companies in other  foreign  countries  and in the U.S.,  depending on perceived
investment opportunities.

     The Board noted that Global Fund's  management fee ratio is lower than that
of  Europe  Fund.  The  Board  also  considered  that  Global  Fund's  long-term
performance  has been superior to that of Europe Fund. It also  considered  that
the procedures for purchases,  exchanges and redemptions of shares of both Funds
are  substantially  similar and that both Funds offer the same investor services
and options.

     The Board also  considered the terms and conditions of the  Reorganization,
including  that  there  would  be no  sales  charge  imposed  in  effecting  the
Reorganization  and  that  the  Reorganization  is  expected  to  be a  tax-free
reorganization.  The Board  concluded  that Europe Fund's  participation  in the
transaction  is in the best  interests  of  Europe  Fund  and its  shareholders,
notwithstanding  that  the  lower  pro  forma  expenses  of the  combined  funds
(relative to Europe Fund) and the historically better performance of Global Fund
is subject to change. The Board further concluded that the Reorganization  would
not result in a dilution of the  interests  of existing  shareholders  of Europe
Fund.

     After  consideration  of the above  factors,  and such  other  factors  and
information as the Board of Europe Fund deemed  relevant,  the Board,  including
the Trustees  who are not  "interested  persons"  (as defined in the  Investment
Company Act) of either Europe Fund or the Manager (the "Independent  Trustees"),
unanimously  approved the Reorganization  and the  Reorganization  Agreement and
voted to recommend its approval to the shareholders of Europe Fund.

     The Board of Global Fund also determined that the Reorganization was in the
best  interests of Global Fund and its  shareholders  and that no dilution would
result  to  those  shareholders.  Global  Fund  shareholders  do not vote on the
Reorganization.  The Board of Global Fund,  including the Independent  Trustees,
unanimously approved the Reorganization and the Reorganization Agreement.

     For the  reasons  discussed  above,  the Board,  on behalf of Europe  Fund,
recommends that you vote FOR the  Reorganization  Agreement.  If shareholders of
Europe Fund do not approve the Reorganization Agreement, the Reorganization will
not take place.

                                       INFORMATION ABOUT THE REORGANIZATION

     This  is  only  a  summary  of the  material  terms  of the  Reorganization
Agreement.  You should read the actual form of Reorganization  Agreement.  It is
attached as Exhibit A.

How will the Reorganization be carried out?

     If the  shareholders of Europe Fund approve the  Reorganization  Agreement,
the  Reorganization  will take place after various  conditions  are satisfied by
Europe  Fund and Global  Fund,  including  delivery  of certain  documents.  The
Closing Date is presently  scheduled for October 17, 2003 and the Valuation Date
is presently scheduled for October 16, 2003.

     If shareholders of Europe Fund approve the Reorganization Agreement, Europe
Fund will  deliver  to Global  Fund  substantially  all of its net assets on the
closing  date.  In exchange,  shareholders  of Europe Fund will receive Class A,
Class B, Class C, Class N and Class Y Global Fund shares that have a value equal
to the  dollar  value of the assets  delivered  by Europe  Fund to Global  Fund.
Europe  Fund  will  then  be  liquidated  and  its  outstanding  shares  will be
cancelled. The stock transfer books of Europe Fund will be permanently closed at
the close of business on the Valuation Date. Only redemption  requests  received
by the  Transfer  Agent in proper form on or before the close of business on the
Valuation Date will be fulfilled by Europe Fund.  Redemption  requests  received
after that time will be considered requests to redeem shares of Global Fund.


     Shareholders of Europe Fund who vote their Class A, Class B, Class C, Class
N and Class Y shares in favor of the  Reorganization  will be electing in effect
to redeem their shares of Europe Fund at net asset value on the Valuation  Date,
after Europe Fund  subtracts a cash reserve,  and reinvest the proceeds in Class
A,  Class B,  Class C,  Class N and Class Y shares  of Global  Fund at net asset
value.  The cash reserve is that amount retained by Europe Fund, which is deemed
sufficient  in the  discretion  of the  Board  for  the  payment  of the  Fund's
outstanding  debts,  taxes and  expenses of  liquidation.  The cash reserve will
consist  of  approximately  $42,000  in cash.  This  amount of cash  reserve  is
reflected  in the pro forma  presentation  of net asset value per share.  Global
Fund is not  assuming  any  debts of Europe  Fund  except  debts  for  unsettled
securities  transactions  and outstanding  dividend and redemption  checks.  Any
debts paid out of the cash  reserve  will be those  debts,  taxes or expenses of
liquidation  incurred by Europe Fund on or before the Closing Date.  Europe Fund
will recognize  capital gain or loss on any sales of portfolio  securities  made
prior to the Reorganization.  The sales of portfolio securities  contemplated in
the  Reorganization  are anticipated to be in the ordinary course of business of
Europe Fund's activities.


     Under the Reorganization Agreement, within one year after the Closing Date,
Europe Fund  shall:  (a) either pay or make  provision  for all of its debts and
taxes;  and (b) either (i) transfer any remaining  amount of the cash reserve to
Global Fund, if such remaining amount is not material (as defined below) or (ii)
distribute  such remaining  amount to the  shareholders  of Europe Fund who were
shareholders on the Valuation  Date. The remaining  amount shall be deemed to be
material if the amount to be distributed, after deducting the estimated expenses
of the  distribution,  equals or  exceeds  one cent per  share of the  number of
Europe Fund shares  outstanding  on the Valuation  Date. In order to qualify for
this rebate, it is not necessary for a shareholder of Europe Fund to continue to
hold Global Fund shares received in the  Reorganization.  If the cash reserve is
insufficient  to satisfy any of Europe  Fund's  liabilities,  the  Manager  will
assume responsibility for any such unsatisfied liability.  Within one year after
the Closing Date, Europe Fund will complete its liquidation.

     Under the Reorganization  Agreement,  either Europe Fund or Global Fund may
abandon and  terminate  the  Reorganization  Agreement  for any reason and there
shall be no liability for damages or other recourse available to the other Fund,
provided,  however,  that in the  event  that one of the Funds  terminates  this
Agreement without  reasonable cause, it shall, upon demand,  reimburse the other
Fund for all  expenses,  including  reasonable  out-of-pocket  expenses and fees
incurred in connection with this Agreement.

     To the  extent  permitted  by  law,  the  Funds  may  agree  to  amend  the
Reorganization  Agreement without shareholder  approval.  They may also agree to
terminate  and abandon the  Reorganization  at any time before or, to the extent
permitted by law, after the approval of shareholders of Europe Fund.

Who will pay the expenses of the Reorganization?


     The cost of printing and mailing the proxies and this  Prospectus and Proxy
Statement  will be borne by Europe  Fund.  The cost of printing and mailing this
Prospectus  and Proxy  Statement will be paid by Europe Fund are estimated to be
$11,257  and  $6,028,  respectively.  The  Funds  will  bear  the  cost of their
respective tax opinions.  Any documents such as existing  prospectuses or annual
reports that are  included in the proxy  mailing or at a  shareholder's  request
will be a cost  of the  Fund  issuing  the  document.  Any  other  out-of-pocket
expenses  associated  with the  Reorganization  will be paid by the Funds in the
amounts incurred by each. The approximate cost of the  Reorganization is $36,000
for Europe Fund and $19,000 for Global Fund.


What are the tax consequences of the Reorganization?

     The Reorganization is intended to qualify as a tax-free  reorganization for
federal income tax purposes under Section 368(a)(1) of the Internal Revenue Code
of 1986, as amended.  Based on certain assumptions and representations  received
from Europe Fund and Global Fund,  it is expected to be the opinion of KPMG LLP,
tax advisor to Europe Fund, that  shareholders of Europe Fund will not recognize
any gain or loss for federal  income tax purposes as a result of the exchange of
their shares for shares of Global Fund,  that  shareholders  of Global Fund will
not recognize any gain or loss upon receipt of Europe  Fund's  assets,  and that
the holding period of Global Fund shares  received in that exchange will include
the period that Europe Fund shares were held  (provided such shares were held as
a capital asset on the Closing Date).  If this tax opinion is not forthcoming by
the  Closing   Date,   the  Fund  may  still  choose  to  go  forward  with  the
Reorganization,   pending   re-solicitation   of  shareholders  and  shareholder
approval. In addition, neither Fund is expected to recognize a gain or loss as a
direct result of the Reorganization.

     Immediately  prior to the Valuation  Date,  Europe Fund will pay a dividend
which will have the effect of distributing to Europe Fund's  shareholders all of
Europe Fund's net investment  company taxable income,  if any, for taxable years
ending on or prior to the Closing Date (computed without regard to any deduction
for  dividends  paid) and all of its net  capital  gains,  if any,  realized  in
taxable  years ending on or prior to the Closing Date (after  reduction  for any
available  capital loss  carry-forward).  Any such dividends will be included in
the taxable income of Europe Fund's  shareholders as ordinary income and capital
gain, respectively.

     You will  continue to be  responsible  for tracking  the purchase  cost and
holding period of your shares and should consult your tax advisor  regarding the
effect, if any, of the Reorganization in light of your individual circumstances.
You should  also  consult  your tax  advisor as to state and local and other tax
consequences, if any, of the Reorganization because this discussion only relates
to federal income tax consequences.

 What  should I know  about  Class A,  Class B, Class C, Class N and Class Y
 shares of Global Fund?

     The rights of shareholders of both Funds are  substantially the same. Class
A,  Class B,  Class C,  Class N and/or  Class Y shares  of  Global  Fund will be
distributed to shareholders of Class A, Class B, Class C, Class N and/or Class Y
shares of Europe Fund, respectively, in connection with the Reorganization. Each
share will be fully paid and  nonassessable  when issued will have no preemptive
or conversion  rights and will be transferable on the books of Global Fund. Each
Fund's  Declaration  of Trust  contains an express  disclaimer of shareholder or
Trustee liability for the Fund's  obligations,  and provides for indemnification
and  reimbursement  of expenses  out of its property  for any  shareholder  held
personally liable for its obligations.  Neither Fund permits  cumulative voting.
The shares of Global Fund will be recorded  electronically in each shareholder's
account.  Global  Fund  will  then  send a  confirmation  to  each  shareholder.
Shareholders of Europe Fund holding certificates  representing their shares will
not  be  required  to  surrender  their  certificates  in  connection  with  the
reorganization.  However,  former  shareholders  of Europe Fund whose shares are
represented by  outstanding  share  certificates  will not be allowed to redeem,
transfer  or pledge  shares of Global  Fund they  receive in the  Reorganization
until the exchanged Europe Fund  certificates have been returned to the Transfer
Agent.

 Europe Fund, Global Fund does not routinely hold annual shareholder meetings.

                   COMPARISON OF INVESTMENT OBJECTIVES AND POLICIES

     This section  describes key  investment  policies of Europe Fund and Global
Fund, and certain noteworthy  differences between the investment  objectives and
policies of the two Funds.

     Are there any significant differences between the investment objectives and
strategies of the Funds?

     In  considering  whether to approve  the  Reorganization,  shareholders  of
Europe Fund should consider the differences in investment  objectives,  policies
and risks of the Funds.  Further  information  about Global Fund is set forth in
its Prospectus,  as  supplemented,  which  accompanies this Prospectus and Proxy
Statement and is incorporated herein by reference.  Additional information about
both  Funds  is  set  forth  in  their   respective   Statements  of  Additional
Information,  Annual Reports and Semi-Annual Reports, which may be obtained upon
request  to  the  Transfer  Agent.  See  "Information  about  Europe  Fund"  and
"Information about Global Fund."

     Europe  Fund and  Global  Fund have the same  investment  objectives.  Both
Funds' investment objective is to seek capital appreciation. Although both Funds
invest substantially in equities of foreign securities, only Europe Fund focuses
on  securities  of European  countries,  and only Global Fund may also invest in
securities of U.S. and other non-European companies (as well as in securities of
European  countries).  This is  explained  further  in  "How  do the  Investment
Policies of the Funds Compare?" below.

What are the main risks associated with an investment in the Funds?

     Like all  investments,  an investment in both of the Funds  involves  risk.
There is no assurance that either Fund will meet its investment  objective.  The
achievement of the Funds' goals depends upon market conditions,  generally,  and
on the portfolio manager's analytical and portfolio management skills. The risks
described below collectively form the risk profiles of the Funds, and can affect
the value of the  Funds'  investments,  investment  performance  and  prices per
share. There is also the risk that poor securities selection by the Manager will
cause Global Fund to underperform other funds having a similar objective.  These
risks mean that you can lose money by investing in either Fund.  When you redeem
your shares, they may be worth more or less than what you paid for them.

How do the investment policies of the Funds compare?

     Both funds invest in foreign equities.  However,  their respective  focuses
are different. Under normal market conditions,  Europe Fund will invest at least
80% of its net assets (plus any borrowings  for  investment  purposes) in common
stocks of European companies.  It currently invests mainly in developed European
markets. Global Fund had roughly one-third of its invested portfolio invested in
securities of European  companies,  as of March 31, 2003. However its geographic
mix can vary, and can include a substantial  U.S./Canadian position (as of March
31, 2003, over 40% of its invested  assets),  depending on perceived  investment
opportunities.

     Risks of  Investing  in  Stocks.  Stocks  fluctuate  in  price,  and  their
     short-term  volatility at times may be great.  Because the Funds  currently
     invest primarily in common stocks,  the value of the Funds' portfolios will
     be affected by changes in the stock  markets in which they invest.  Because
     Europe Fund invests primarily in stocks of European companies, the value of
     Europe  Fund's  portfolio  may be  affected  by changes  in the  particular
     European stock markets in which it invests.  Because Global Fund invests in
     stocks of a broad range of countries,  the value of Global Fund's portfolio
     may be  affected  by  changes in stock  markets in the U.S.  and in foreign
     stock  markets.  Market  risk will  affect the Funds' 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. While Global
Fund  currently  invests  mainly in securities of large and medium cap companies
and Europe Fund  currently  invests mainly in securities of large cap companies,
both  Funds  can also buy  stocks  of small  cap  companies  which may have more
volatile stock prices than companies with a larger capitalization.

     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.  A  restricted
     security is one that has a  contractual  restriction  on its resale or that
     cannot be sold publicly until it is registered  under the Securities Act of
     1933.  Neither Global Fund nor Europe Fund will 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.

     Risks of  Foreign  Investing.  The  Funds  normally  invest  a  substantial
     percentage  of their  assets in foreign  securities.  Europe  Fund  invests
     substantially in stocks of European countries. 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  to which  U.S.  companies  are  subject.  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.  These risks
could cause the prices of foreign  stocks to fall, and could  therefore  depress
the share prices of both Funds.  Europe Fund's  greater focus on foreign  stocks
could increase its exposure to these risks.

     Special  Risks  of  Emerging  and  Developing  Markets.  While  both  Funds
     currently focus on investing in developed markets,  each can also invest in
     emerging or  developing  markets.  Securities  of issuers in  emerging  and
     developing markets may offer special investment opportunities,  but present
     risks  not  found in more  mature  markets.  Those  securities  may be more
     difficult  to sell at an  acceptable  price  and their  prices  may be more
     volatile than securities of issuers in more developed markets.  Settlements
     of trades  may be  subject  to  greater  delays so that the Fund  might not
     receive  the  proceeds  of a sale of a security  on a timely  basis.  These
     investments may be very speculative.  Europe Fund currently does not intend
     to  invest  more than 5% of its total  assets  in any one  emerging  market
     country,  and not to invest  more than 20% of its total  assets in emerging
     market countries,  including Eastern European countries (such as Russia and
     Poland).  Global Fund currently intends to invest less than 5% of its total
     assets in securities of issuers of Eastern European countries.

     These  countries  might have less developed  trading markets and exchanges.
Emerging market  countries may have less developed legal and accounting  systems
and  investments  may be subject to greater risks of government  restrictions on
withdrawing  the sale  proceeds of  securities  from the  country.  Economics of
developing countries may be more dependent on relatively few industries that may
be  highly  vulnerable  to local and  global  changes.  Governments  may be more
unstable and present greater risks of nationalization or restrictions on foreign
ownership of stocks of local companies.

     Derivative  Investments.  Both  Funds can  invest in a number of  different
     kinds of  "derivative"  investments to seek increased  returns or to try to
     hedge  investment  risks.  They  do not do so  currently  to a  significant
     degree.  In general  terms,  a  derivative  investment  is one whose  value
     depends on (or is derived from) the value of an underlying asset,  interest
     rate or index.  Options,  futures,  and forward  contracts  are examples of
     derivatives.

     Derivatives  have risks.  If the issuer of the derivative  does not pay the
amount  due,  the  Funds  can lose  money on their  investment.  The  underlying
security or investment  on which the  derivative  is based,  and the  derivative
itself,  might not perform the way the Manager  expected it to perform.  If that
happens, the Funds' share price could decline or the Funds could get less income
than  expected.  The  Funds  have  limit on the  amount of  particular  types of
derivatives  they can hold.  However,  using  derivatives can cause the Funds to
lose money on its investment and/or increase the volatility of its share prices.

     Hedging. Both Funds can buy and sell forward contracts,  futures contracts,
     and  put  and  call  options.   These  are  all  referred  to  as  "hedging
     instruments." The Funds are not required to hedge to seek their objectives.
     The Funds have  limits on their use of hedging  instruments  and do not use
     them for speculative purposes.

     Hedging involves risks. Options trading involves payment of premium and has
special tax effects on the Funds.  If the Manager used a hedging  instrument  at
the wrong time or judged  market  conditions  incorrectly,  the  strategy  could
reduce the Funds' return.  The Funds could also experience  losses if the prices
of their  futures and options  positions  were not  correlated  with their other
investments  or if they  could not close out a position  because of an  illiquid
market.

     Portfolio  Turnover.  Both Funds' investment process may cause the Funds to
     engage in active and frequent trading.  Therefore,  the Funds may engage in
     short-term  trading  while trying to achieve  their  objectives.  Portfolio
     turnover increases brokerage costs the Funds pay (and reduces performance).
     If  the  Funds  realize  capital  gains  when  they  sell  their  portfolio
     investments, they must generally pay those gains out to shareholders, which
     may increase their taxable distributions.

     Temporary Defensive and Interim  Investments.  In times of unstable adverse
     market, economic or political conditions,  both Funds can invest up to 100%
     of their assets in temporary  investments  that are  inconsistent  with the
     Funds'  principal  investment  strategies.  These would  ordinarily be U.S.
     government  securities,  highly-rated  commercial paper or other short-term
     corporate debt  obligations,  bank deposits or repurchase  agreements.  For
     cash  management  purposes,  the Funds can hold  cash  equivalents  such as
     commercial  paper,   repurchase   agreements,   Treasury  bills  and  other
     short-term  U.S.  government  securities.  The Funds  might also hold these
     types of  securities  pending the  investment  of proceeds from the sale of
     portfolio securities or to meet anticipated  redemptions of Fund shares. To
     the extent either Fund invests  defensively in these  securities,  it might
     not achieve its investment objective of capital appreciation.

What are the fundamental investment restrictions of the Funds?

     Both  Europe  Fund and  Global  Fund  have  certain  additional  investment
restrictions that,  together with their investment  objectives,  are fundamental
policies,  changeable only by shareholder approval.  Generally, these investment
restrictions are similar between the Funds and are discussed below:

     o Neither Fund can buy securities issued or guaranteed by any one issuer if
     more than 5% of its total  assets would be invested in  securities  of that
     issuer  or if it  would  then own more  than  10% of that  issuer's  voting
     securities. That restriction applies to 75% of the Fund's total assets. The
     limit does not apply to securities issued by the U.S.  government or any of
     its agencies or instrumentalities. This means that each Fund is presently a
     "diversified" investment company under the Investment Company Act.

     o Neither  Fund can buy or sell real  estate.  However,  they can  purchase
     securities  of issuers  holding  real  estate or  interests  in real estate
     (including securities of real estate investment trusts).

     o Neither Fund can underwrite  securities of other  companies.  A permitted
     exception  is in case a Fund  is  deemed  to be an  underwriter  under  the
     Securities  Act of  1933  when  reselling  any  securities  held in its own
     portfolio.

     o Neither Fund can issue  "senior  securities,"  but this does not prohibit
     certain investment  activities for which assets of the Funds are designated
     as  segregated,   or  margin,   collateral  or  escrow   arrangements   are
     established, to cover the related obligations. Examples of those activities
     include borrowing money,  reverse repurchase  agreements,  delayed-delivery
     and when-issued  arrangements for portfolio  securities  transactions,  and
     contracts  to buy or sell  derivatives,  hedging  instruments,  options  or
     futures.

     o Neither  Fund can  mortgage,  pledge or otherwise  encumber,  transfer or
     assign  any of its  assets to secure a debt.  Collateral  arrangements  for
     premium and margin payments in connection with hedging  instruments are not
     deemed to be a pledge of assets.

     o Neither  Fund can lend  money.  However,  the  Funds  can  invest in debt
     instruments and make loans of portfolio securities.

     o Neither Fund can  concentrate  investments.  That means  neither Fund can
     invest 25% or more of its total assets in  companies  in any one  industry.
     Obligations of the U.S. government,  its agencies and instrumentalities are
     not  considered  to be  part of an  "industry"  for  the  purposes  of this
     restriction.

     o Neither Fund can invest in companies for the purpose of acquiring control
     or   management   of  those   companies.   For  Europe  Fund,   this  is  a
     non-fundamental policy.

     o Neither Fund can invest in or hold  securities  of any issuer if officers
     and Trustees of the Fund or the 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.  For  Europe  Fund,  this  is  a
     non-fundamental policy.

     o Neither Fund can buy  securities on margin.  However,  the Funds can make
     margin  deposits in  connection  with its use of hedging  instruments.  For
     Europe Fund, this is a non-fundamental policy.

     o Europe Fund can borrow  money in excess of  one-third of the value of its
     total  assets.  Each 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.  Only  Global Fund has the ability to borrow up to 10% of the
     value of its net assets on an unsecured  basis to invest in borrowed  funds
     in portfolio securities. This speculative technique is known as "leverage."
     If Global Fund does borrow, its expenses will be greater, and its net asset
     value might fluctuate more than that of funds that do not borrow.

     o Global Fund cannot invest in  commodities or commodity  contracts,  other
     than the  hedging  instruments  permitted  by any of its other  fundamental
     policies.  It does not matter whether the hedging  instrument is considered
     to  be  a  commodity  or  commodity  contract.  Europe  Fund  has  no  such
     fundamental investment restriction.

     o Global Fund cannot  invest in oil, gas or other  mineral  exploration  or
     development  programs.  Europe  Fund  has no  such  fundamental  investment
     restriction.

     o Global Fund cannot  invest in  securities  of other  open-end  investment
     companies,   except   in   connection   with   a   merger,   consolidation,
     reorganization  or acquisition of assets, or invest more than 5% of its net
     assets  in  closed-end  investment  companies,   including  small  business
     investment companies.  Such investments may not be made at commission rates
     in  excess  of  normal  brokerage  commissions.  Europe  Fund  has no  such
     fundamental investment restriction.

     o Global  Fund  cannot  invest  more that 5% of its assets in  warrants  or
     rights. That limit does not apply to warrants acquired as part of a unit or
     that are  attached to other  securities.  No more than 2% of Global  Fund's
     total assets may be invested in warrants  that are not listed on either the
     New York Stock Exchange or the American  Stock  Exchange.  Although  Europe
     Fund may invest up to 10% of its assets in warrants and rights, it does not
     intend that more than 5% of its assets  will be  invested  in warrants  and
     rights.

     How do the account features and shareholder services for the Funds compare?

     Investment   Management-   Pursuant  to  each  Fund's  investment  advisory
agreement,  the Manager  acts as the  investment  advisor  for both  Funds.  The
Manager selects  securities for each Fund's portfolio and handles its day-to-day
business.  The portfolio  manager of each Fund is employed by the Manager and is
the person who is principally  responsible for the day-to-day management of that
Fund's  portfolio.  Other members of the Manager's Equity Portfolio Team provide
the  portfolio  managers  with  counsel  and  support in  managing  each  Fund's
portfolio.

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

     Each Fund pays  expenses  not  expressly  assumed by the Manager  under the
advisory  agreement.  The advisory  agreements list examples of expenses paid by
each  Fund.  The  major  categories   relate  to  interest,   taxes,   brokerage
commissions,  fees to Independent Trustees, legal and audit expenses,  custodian
bank and transfer agent  expenses,  share issuance costs,  certain  printing and
registration costs and non-recurring expenses, including litigation costs.

     Both investment advisory  agreements  generally provide 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 sustained by reason
of good faith errors or omissions  in  connection  with any matters to which the
agreement(s)  relate.  The  agreements  permit the Manager to act as  investment
advisor for any other person,  firm or corporation.  Pursuant to each agreement,
the Manager is permitted to use the name  "Oppenheimer" in connection with other
investment  companies  for which it may act as  investment  advisor  or  general
distributor.  If the Manager shall no longer act as investment advisor to either
Fund,  the  Manager  may  withdraw  the  right  of that  Fund  to use  the  name
"Oppenheimer" as part of its name.

     The Manager is  controlled  by  Oppenheimer  Acquisition  Corp.,  a holding
company  owned  in  part  by  senior  officers  of the  Manager  and  ultimately
controlled  by  Massachusetts  Mutual  Life  Insurance  Company,  a mutual  life
insurance company that also advises pension plans and investment companies.  The
Manager  has  been  an  investment  advisor  since  January  1960.  The  Manager
(including  subsidiaries  and an  affiliate)  managed  more than $120 billion in
assets as of March 30, 2003,  including other Oppenheimer funds with more than 7
million shareholder accounts. The Manager is located at 498 Seventh Avenue, 10th
Floor, New York, New York 10018.  OppenheimerFunds  Services,  a division of the
Manager,  acts as transfer and shareholder  servicing agent for both Europe Fund
and Global Fund and for certain other  open-end funds managed by the Manager and
its affiliates.

     Distribution  - Pursuant to each Fund's General  Distributor's  Agreements,
the Distributor acts as principal underwriter in a continuous public offering of
shares of Europe Fund and Global Fund,  but is not  obligated to sell a specific
number of shares. Expenses normally attributable to sales, including advertising
and the cost of printing and mailing  prospectuses other than those furnished to
existing shareholders, are borne by the Distributor,  except for those for which
the  Distributor is paid under each Fund's Rule 12b-1  Distribution  and Service
Plans, described below.

     Both Funds have  adopted a Service Plan and  Agreement  under Rule 12b-1 of
the Investment  Company Act for their Class A shares.  The Service Plan provides
for the  reimbursement to the Distributor for a portion of its costs incurred in
connection with the personal service and maintenance of accounts that hold Class
A shares. Under the plan, reimbursement is made quarterly at an annual rate that
may not exceed  0.25% of the average  annual net assets of Class A shares of the
Funds. The Distributor  currently uses all of those fees to compensate  dealers,
brokers,  banks and other  financial  institutions  quarterly  for expenses they
incur in  providing  personal  service  and  maintenance  of  accounts  of their
customers that hold Class A shares.

     Both Funds have adopted  Distribution and Service Plans under Rule 12b-1 of
the  Investment  Company Act for their Class B, Class C and Class N shares.  The
Funds' Plans  compensate the Distributor for its services in distributing  Class
B, Class C and Class N shares and servicing  accounts.  Under both Funds' Plans,
the Funds pay the  Distributor an asset-based  sales charge at an annual rate of
0.75% of Class B and Class C assets,  and an annual  asset-based sales charge of
0.25% on Class N shares.  The  Distributor  also receives a service fee 0.25% of
average  annual net assets under each plan.  All fee amounts are computed on the
average  annual  net  assets  of the  class  determined  as of the close of each
regular  business day of each Fund. The Distributor uses all of the service fees
to compensate  broker-dealers for providing personal services and maintenance of
accounts of their customers that hold shares of the Funds. The Class B and Class
N  asset-based  sales charges are retained by the  Distributor.  After the first
year, the Class C asset-based sales charges are paid to broker-dealers  who hold
or whose  clients hold Class C shares as an ongoing  concession  for shares that
have been outstanding for a year or more.

     Purchases  and  Redemptions  - Both Funds are part of the  OppenheimerFunds
family of mutual funds. The procedures for purchases,  exchanges and redemptions
of shares of the Funds are  substantially the same. Shares of either Fund may be
exchanged for shares of the same class of other  Oppenheimer funds offering such
shares. Exchange privileges are subject to amendment or termination at any time.

     Both Funds have the same initial and subsequent  minimum investment amounts
for the purchase of shares. These amounts are $1,000 and $50, respectively. Both
Funds  have a  maximum  initial  sales  charge  of 5.75%  on Class A shares  for
purchases  of less than  $25,000.  The  sales  charge  of 5.75% is  reduced  for
purchases  of Class A shares of  $25,000  or more.  Investors  who  purchase  $1
million or more of Class A shares pay no  initial  sales  charge but may have to
pay a contingent deferred sales charge of up to 1% if the shares are sold within
18 calendar  months from the  beginning of the calendar  month during which they
were  purchased.  Class B shares of the Funds are sold without a front-end sales
charge but may be subject to a contingent  deferred  sales charge  ("CDSC") upon
redemption  depending on the length of time the shares are held. The CDSC begins
at 5% for shares redeemed in the first year and declines to 1% in the sixth year
and is eliminated after that. Class C shares may be purchased without an initial
sales charge,  but if redeemed within 12 months of buying them, a CDSC of 1% may
be deducted.  Class N shares are purchased without an initial sales charge,  but
if  redeemed  within 18 months of the  retirement  plan's  first  purchase  of N
shares, a CDSC of 1% may be deducted.

     Both the Funds  assess a 2% fee on the  proceeds  of fund  shares  that are
redeemed  (either by selling or exchanging to another  Oppenheimer  fund) within
thirty days of their purchase. Both Funds assess a $12 annual fee on any account
valued at less than $500.  Further  details on the redemption fee, on the annual
"small  account"  fee,  and on  circumstances  for which  either fee will not be
assessed, are in each Fund's prospectus and Statement of Additional Information.

     Class A,  Class B,  Class C,  Class N and  Class Y shares  of  Global  Fund
received  in the  Reorganization  will be issued at net asset  value,  without a
sales  charge and no CDSC or  redemption  fee will be imposed on any Europe Fund
shares  exchanged  for  Global  Fund  shares as a result of the  Reorganization.
However,  any CDSC  that  applies  to Europe  Fund  shares as of the date of the
exchange will carry over to Global Fund shares  received in the  Reorganization.
Shares  acquired  in the  reorganization  may be subject to the  redemption  fee
discussed above if redeemed within 30 days of purchase.

     Shareholder  Services--Both Funds also offer the following privileges:  (i)
Right of Accumulation,  (ii) Letter of Intent,  (iii)  reinvestment of dividends
and  distributions at net asset value, (iv) net asset value purchases by certain
individuals and entities,  (v) Asset Builder (automatic  investment) Plans, (vi)
Automatic  Withdrawal and Exchange Plans for  shareholders who own shares of the
Funds valued at $5,000 or more,  (vii)  AccountLink and PhoneLink  arrangements,
(viii)  exchanges of shares for shares of the same class of certain  other funds
at net asset value,  and (ix)  telephone  and Internet  redemption  and exchange
privileges. Global Fund also offers wire redemptions of fund shares (for a fee);
Europe Fund does not offer this feature. All of such services and privileges are
subject to amendment or  termination at any time and are subject to the terms of
the Funds' respective prospectuses.

     Dividends  and  Distributions  - Both  Funds  intend to  declare  dividends
separately  for each  class of shares  from net  investment  income on an annual
basis and to pay those  dividends to shareholders in December on a date selected
by the Board of Trustees of each Fund.  Dividends and the distributions  paid on
Class A,  Class B,  Class C,  Class N or  Class Y  shares  may vary  over  time,
depending on market conditions,  the composition of the Funds'  portfolios,  and
expenses  borne by the  particular  class of shares.  Dividends  paid on Class A
shares will  generally be higher than those paid on Class B, Class C, Class N or
Class Y shares, which normally have higher expenses than Class A. The Funds have
no fixed  dividend rates and there can be no guarantee that either Fund will pay
any dividends or distributions.

     Either 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  Funds  may  make  supplemental
distributions  of dividends and capital gains  following the end of their fiscal
years.

                                                VOTING INFORMATION

How many votes are necessary to approve the Reorganization Agreement?

     The  affirmative  vote of the  holders of a  "majority  of the  outstanding
voting  securities"  (as defined in the Investment  Company Act) of Europe Fund,
voting  in  the  aggregate  and  not by  class,  is  necessary  to  approve  the
Reorganization  Agreement and the transactions  contemplated thereby. As defined
in the Investment  Company Act, the vote of a majority of the outstanding voting
securities means the vote of (1) 67% or more of Europe Fund's outstanding shares
present at a meeting if the holders of more than 50% of the  outstanding  shares
of the Fund are  present or  represented  by proxy;  or (2) more than 50% of the
Fund's outstanding shares,  whichever is less. Each shareholder will be entitled
to one vote for each full share, and a fractional vote for each fractional share
of Europe  Fund held on the Record  Date.  If  sufficient  votes to approve  the
proposal  are not  received  by the  date of the  Meeting,  the  Meeting  may be
adjourned to permit further  solicitation of proxies.  The holders of a majority
of shares  entitled  to vote at the  Meeting  and  present in person or by proxy
(whether or not  sufficient  to  constitute a quorum) may adjourn the Meeting to
permit further solicitation of proxies.

How do I ensure my vote is accurately recorded?

         You can vote in either of three ways:
o        By mail, with the enclosed proxy card.
o        In person at the Meeting (if you are a record owner).
o        By telephone (please see the insert for instructions).

     A proxy card is, in  essence,  a ballot.  If you  simply  sign and date the
proxy but give no voting instructions, your shares will be voted in favor of the
Reorganization Agreement.  Shareholders may also be able to vote by telephone to
the extent permitted by state law.

Can I revoke my proxy?

     Yes.  You may  revoke  your  proxy  at any time  before  it is voted by (i)
writing to the Secretary of Europe Fund at 498 Seventh Avenue,  10th Floor,  New
York, New York 10048 (if received in time to be acted upon);  (ii) attending the
Meeting and voting in person; or (iii) signing and returning a later-dated proxy
(if returned and received in time to be voted).

What other matters will be voted upon at the Meeting?

     The Board of  Trustees  of Europe Fund does not intend to bring any matters
before the Meeting other than those  described in this proxy. It is not aware of
any other  matters to be  brought  before  the  Meeting by others.  If any other
matters legally come before the Meeting,  the proxy ballots confer discretionary
authority  with respect to such matters,  and it is the intention of the persons
named to vote proxies to vote in accordance with their judgment in such matters.

Who is entitled to vote?


     Shareholders  of record of Europe Fund at the close of business on July 29,
2003 (the "record  date") will be entitled to vote at the  Meeting.  On July 29,
2003, there were 2,005,051.221  outstanding shares of Europe Fund, consisting of
1,093,296.126  Class A shares,  612,431.669 Class B shares,  273,308.266 Class C
shares,  11,736.812  Class N shares and 14,278.348  Class Y shares.  On July 29,
2003, there were 183,515,441.130  outstanding shares of Global Fund,  consisting
of 131,356,637.313 Class A shares, 29,968,988.305 Class B shares, 14,198,391.017
Class C shares,  2,396,134.245  Class N shares  and  14,278.348  Class Y shares.
Proxies  representing  abstentions  and broker  non-votes  will be included  for
purposes of determining whether a quorum is present at the Meeting,  but will be
treated as votes not cast and,  therefore,  will not be counted for  purposes of
determining  whether the matters and  proposals  and motions to be voted upon at
the Meeting  have been  approved.  For  purposes of the  Meeting,  a majority of
shares  outstanding  and entitled to vote,  present in person or  represented by
proxy,  constitutes  a  quorum.  Global  Fund  shareholders  do not  vote on the
Reorganization.


What other solicitations will be made?

     Europe Fund will  request  broker-dealer  firms,  custodians,  nominees and
fiduciaries to forward proxy material to the beneficial  owners of the shares of
record,  and may  reimburse  them for  their  reasonable  expenses  incurred  in
connection with such proxy  solicitation.  In addition to solicitations by mail,
officers of Europe Fund or officers and employees of OppenheimerFunds  Services,
without  extra  pay,  may  conduct  additional  solicitations  personally  or by
telephone   or   telegraph.   Any   expenses  so  incurred   will  be  borne  by
OppenheimerFunds Services. Proxies may also be solicited by a proxy solicitation
firm hired at Europe Fund's expense.  If a proxy  solicitation firm is hired, it
is  anticipated  that the cost to Europe Fund of  engaging a proxy  solicitation
firm would not exceed $40,000, plus the additional costs which would be incurred
in connection  with  contacting  those  shareholders  who have not voted, in the
event of a need for resolicitation of votes.

     Shares owned of record by broker-dealers for the benefit of their customers
("street  account  shares")  will  be  voted  by  the  broker-dealer   based  on
instructions received from its customers.  If no instructions are received,  and
the broker-dealer does not have discretionary  power to vote such street account
shares under  applicable stock exchange rules,  the shares  represented  thereby
will be considered to be present at the Meeting for purposes of only determining
the  quorum  ("broker  non-votes").  Because of the need to obtain a vote of the
majority of the outstanding voting securities for the Reorganization proposal to
pass,  abstentions  and  broker  non-votes  will have the same  effect as a vote
"against" the Proposal.

Are there appraisal rights?

     No. Under the Investment  Company Act,  shareholders  do not have rights of
appraisal  as a result of the  Reorganization.  Although  appraisal  rights  are
unavailable,  you have the right to redeem  your shares at net asset value until
the closing date for the Reorganization.  After the closing date, you may redeem
your new Global Fund shares or exchange  them into shares of certain other funds
in the  OppenheimerFunds  family of mutual  funds,  subject  to the terms of the
prospectuses of both funds.

                                               INFORMATION ABOUT EUROPE FUND

     Information  about  Europe  Fund is  included  in the  current  Europe Fund
Prospectus  dated October 23, 2002 and its supplement  dated July 1, 2003.  This
document  has  been  filed  with the SEC (SEC  file no.  811-09097).  Additional
information  about  Europe  Fund is also  included  in the Fund's  Statement  of
Additional  Information  dated October 23, 2002 and its supplement dated January
13, 2003, its Annual Report dated August 31, 2002 and  Semi-Annual  Report dated
February  28,  2003,  respectively,  which have been filed with the SEC. You may
request  free  copies of these or other  documents  relating  to Europe  Fund by
calling  1.800.708.7780  or by writing to  OppenheimerFunds  Services,  P.O. Box
5270,  Denver, CO 80217.  Reports and other information filed by Europe Fund can
be inspected and copied at: the SEC's Public Reference Room in Washington,  D.C.
(Phone  1.202.942.8090)  or the EDGAR database on the SEC's Internet  website at
www.sec.gov.  Copies  may be  obtained  upon  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.



                                               INFORMATION ABOUT GLOBAL FUND

     Information about Global Fund is included in Global Fund's Prospectus dated
November 22, 2003,  which accompany and are considered a part of this Prospectus
and Proxy Statement. Additional information about Global Fund is included in the
Fund's  Statement  of  Additional  Information  dated  November 22, 2002 and its
supplement  dated March 31, 2003, its Annual Report dated September 30, 2002 and
Semi-Annual  Report  dated March 31, 2003,  respectively,  which have been filed
with the SEC (SEC  file no.  811-1810).  You may  request  a free  copy of these
materials  and other  information  by  calling  1.800.708.7780  or by writing to
Global Fund at  OppenheimerFunds  Services,  P.O.  Box 5270,  Denver,  CO 80217.
Global Fund also files proxy materials,  reports and other  information with the
SEC in accordance  with the  informational  requirements  of the  Securities and
Exchange Act of 1934 and the  Investment  Company Act.  These  materials  can be
inspected and copied at: the SEC's Public  Reference  Room in  Washington,  D.C.
(Phone:  1.202.942.8090)  or the EDGAR database on the SEC's Internet website at
www.sec.gov.  Copies  may be  obtained  upon  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.

                                                   PRINCIPAL SHAREHOLDERS

     As of July 29,  2003,  the  officers and Trustees of Europe Fund as a group
and of Global  Fund as a group,  owned  less than 1% of the  outstanding  voting
shares of their respective Fund. As of July 29, 2003, the only persons who owned
of record or were known by Europe Fund or Global Fund to own  beneficially 5% or
more of any class of the  outstanding  shares of that respective Fund are listed
in Exhibit B.

By Order of the Board of Trustees,

Robert G. Zack, Secretary
August 8, 2003





                                          EXHIBITS TO THE COMBINED PROXY
                                             STATEMENT AND PROSPECTUS

Exhibit
-------

     A Agreement and Plan of Reorganization  between Oppenheimer Europe Fund and
     Oppenheimer Global Fund

     B Major Shareholders





                                                       EXHIBIT A

                                       AGREEMENT AND PLAN OF REORGANIZATION

     AGREEMENT AND PLAN OF REORGANIZATION  (the  "Agreement")  dated as of April
17, 2003 by and between Oppenheimer Europe Fund ("Europe Fund"), a Massachusetts
business trust and  Oppenheimer  Global Fund ("Global  Fund"),  a  Massachusetts
business trust.

                                               W I T N E S S E T H:

     WHEREAS,  the  parties  are  each  open-end  investment  companies  of  the
management type; and

     WHEREAS,  the  parties  hereto  desire to  provide  for the  reorganization
pursuant to Section  368(a)(1) of the Internal  Revenue Code of 1986, as amended
(the  "Code"),  of  Europe  Fund  through  the  acquisition  by  Global  Fund of
substantially all of the assets of Europe Fund in exchange for the voting shares
of  beneficial  interest  ("shares")  of Class A,  Class B, Class C, Class N and
Class Y shares of Global  Fund and the  assumption  by  Global  Fund of  certain
liabilities of Europe Fund, which Class A, Class B, Class C, Class N and Class Y
shares  of Global  Fund are to be  distributed  by  Europe  Fund pro rata to its
shareholders in complete liquidation of Europe Fund and complete cancellation of
its shares;

     NOW,  THEREFORE,  in consideration of the mutual promises herein contained,
the parties hereto agree as follows:

     1.  The  parties   hereto   hereby  adopt  this   Agreement   and  Plan  of
Reorganization  (the  "Agreement")  pursuant to Section 368(a)(1) of the Code as
follows:  The reorganization will be comprised of the acquisition by Global Fund
of substantially all of the assets of Europe Fund in exchange for Class A, Class
B,  Class C,  Class N and Class Y shares of Global  Fund and the  assumption  by
Global Fund of certain  liabilities of Europe Fund, followed by the distribution
of such Class A, Class B, Class C, Class N and Class Y shares of Global  Fund to
the Class A, Class B, Class C, Class N and Class Y  shareholders  of Europe Fund
in  exchange  for their Class A, Class B, Class C, Class N and Class Y shares of
Europe Fund, all upon and subject to the terms of the Agreement  hereinafter set
forth.

     The share transfer  books of Europe Fund will be permanently  closed at the
close of  business  on the  Valuation  Date (as  hereinafter  defined)  and only
redemption requests received in proper form on or prior to the close of business
on the  Valuation  Date shall be fulfilled by Europe Fund;  redemption  requests
received  by Europe  Fund after that date shall be treated as  requests  for the
redemption of the shares of Global Fund to be distributed to the  shareholder in
question as provided in Section 5 hereof.

     2. On the  Closing  Date (as  hereinafter  defined),  all of the  assets of
Europe Fund on that date,  excluding a cash reserve  (the "cash  reserve") to be
retained  by Europe Fund  sufficient  in its  discretion  for the payment of the
expenses of Europe Fund's dissolution and its liabilities,  but not in excess of
the amount  contemplated  by Section  10E,  shall be  delivered  as  provided in
Section 8 to Global Fund, in exchange for and against delivery to Europe Fund on
the  Closing  Date of a number of Class A, Class B, Class C, Class N and Class Y
shares of Global Fund, having an aggregate net asset value equal to the value of
the assets of Europe Fund so transferred and delivered.

     3. The net asset  value of Class A,  Class B,  Class C, Class N and Class Y
shares  of  Global  Fund  and the  value  of the  assets  of  Europe  Fund to be
transferred  shall in each case be determined as of the close of business of The
New York Stock Exchange on the Valuation  Date. The computation of the net asset
value of the  Class A,  Class B,  Class C,  Class N and Class Y shares of Global
Fund and the  Class A,  Class B,  Class C,  Class N and Class Y shares of Europe
Fund  shall  be  done in the  manner  used  by  Global  Fund  and  Europe  Fund,
respectively,  in the computation of such net asset value per share as set forth
in their  respective  prospectuses.  The  methods  used by  Global  Fund in such
computation shall be applied to the valuation of the assets of Europe Fund to be
transferred to Global Fund.

     Europe Fund shall declare and pay, immediately prior to the Valuation Date,
a dividend or dividends which, together with all previous such dividends,  shall
have the effect of  distributing  to Europe  Fund's  shareholders  all of Europe
Fund's investment company taxable income for taxable years ending on or prior to
the Closing Date (computed  without regard to any dividends paid) and all of its
net capital  gain,  if any,  realized in taxable years ending on or prior to the
Closing Date (after reduction for any capital loss carry-forward).

     4. The closing (the "Closing") shall be at the offices of OppenheimerFunds,
Inc. (the "Agent"),  6803 S. Tucson Way,  Centennial,  CO 80112, on such time or
such other place as the parties may designate or as provided below (the "Closing
Date"). The business day preceding the Closing Date is herein referred to as the
"Valuation Date."

     In the event that on the Valuation  Date either party has,  pursuant to the
Investment Company Act of 1940, as amended (the "Act"), or any rule,  regulation
or order thereunder, suspended the redemption of its shares or postponed payment
therefore,  the Closing  Date shall be  postponed  until the first  business day
after the date when both parties have ceased such  suspension  or  postponement;
provided,  however,  that if such  suspension  shall continue for a period of 60
days beyond the Valuation  Date,  then the other party to the Agreement shall be
permitted to terminate the Agreement  without liability to either party for such
termination.

     5. In conjunction  with the Closing,  Europe Fund shall distribute on a pro
rata basis to the  shareholders of Europe Fund as of the Valuation Date Class A,
Class B, Class C, Class N and Class Y shares of Global  Fund  received by Europe
Fund on the Closing  Date in exchange  for the assets of Europe Fund in complete
liquidation of Europe Fund; for the purpose of the  distribution  by Europe Fund
of Class A,  Class B,  Class C,  Class N and Class Y shares  of  Global  Fund to
Europe Fund's  shareholders,  Global Fund will promptly cause its transfer agent
to: (a) credit an  appropriate  number of Class A, Class B, Class C, Class N and
Class Y shares of Global Fund on the books of Global Fund to each Class A, Class
B, Class C, Class N and Class Y shareholder of Europe Fund in accordance  with a
list (the "Shareholder  List") of Europe Fund shareholders  received from Europe
Fund; and (b) confirm an appropriate  number of Class A, Class B, Class C, Class
N and Class Y shares of Global  Fund to each  Class A, Class B, Class C, Class N
and Class Y  shareholder  of  Europe  Fund;  certificates  for Class A shares of
Global  Fund will be issued  upon  written  request of a former  shareholder  of
Europe Fund but only for whole shares,  with  fractional  shares credited to the
name of the  shareholder  on the books of Global  Fund and only  after any share
certificates for Europe Fund are returned to the transfer agent.

     The  Shareholder  List shall  indicate,  as of the close of business on the
Valuation  Date,  the name and  address  of each  shareholder  of  Europe  Fund,
indicating  his  or  her  share  balance.  Europe  Fund  agrees  to  supply  the
Shareholder List to Global Fund not later than the Closing Date. Shareholders of
Europe Fund holding certificates representing their shares shall not be required
to surrender their certificates to anyone in connection with the reorganization.
After the Closing Date,  however,  it will be necessary for such shareholders to
surrender their  certificates in order to redeem,  transfer or pledge the shares
of Global Fund which they received.

     6. Within one year after the Closing Date, Europe Fund shall (a) either pay
or make  provision  for  payment of all of its  liabilities  and taxes,  and (b)
either (i) transfer any remaining  amount of the cash reserve to Global Fund, if
such remaining  amount (as reduced by the estimated cost of  distributing  it to
shareholders)  is not  material  (as  defined  below)  or (ii)  distribute  such
remaining  amount to the shareholders of Europe Fund on the Valuation Date. Such
remaining amount shall be deemed to be material if the amount to be distributed,
after deduction of the estimated expenses of the distribution, equals or exceeds
one cent per share of Europe Fund outstanding on the Valuation Date.

     7. Prior to the  Closing  Date,  there  shall be  coordination  between the
parties as to their  respective  portfolios so that,  after the Closing,  Global
Fund will be in compliance with all of its investment policies and restrictions.
At the  Closing,  Europe Fund shall  deliver to Global Fund two copies of a list
setting  forth the  securities  then owned by Europe  Fund.  Promptly  after the
Closing,  Europe  Fund  shall  provide  Global  Fund a list  setting  forth  the
respective federal income tax bases thereof.

     8. Portfolio  securities or written  evidence  acceptable to Global Fund of
record ownership  thereof by The Depository Trust Company or through the Federal
Reserve  Book  Entry  System or any other  depository  approved  by Europe  Fund
pursuant  to Rule  17f-4 and Rule  17f-5  under the Act  shall be  endorsed  and
delivered,  or transferred by appropriate transfer or assignment  documents,  by
Europe Fund on the Closing  Date to Global  Fund,  or at its  direction,  to its
custodian  bank, in proper form for transfer in such  condition as to constitute
good  delivery  thereof in  accordance  with the custom of brokers  and shall be
accompanied by all necessary state transfer  stamps,  if any. The cash delivered
shall be in the form of  certified or bank  cashiers'  checks or by bank wire or
intra-bank  transfer  payable  to the order of Global  Fund for the  account  of
Global  Fund.  Class A,  Class B,  Class C, Class N and Class Y shares of Global
Fund  representing  the number of Class A, Class B, Class C, Class N and Class Y
shares of  Global  Fund  being  delivered  against  the  assets of Europe  Fund,
registered in the name of Europe Fund,  shall be  transferred  to Europe Fund on
the Closing Date.  Such shares shall thereupon be assigned by Europe Fund to its
shareholders so that the shares of Global Fund may be distributed as provided in
Section 5.

     If, at the Closing Date,  Europe Fund is unable to make delivery under this
Section  8 to Global  Fund of any of its  portfolio  securities  or cash for the
reason  that  any of such  securities  purchased  by  Europe  Fund,  or the cash
proceeds of a sale of portfolio  securities,  prior to the Closing Date have not
yet  been  delivered  to  it or  Europe  Fund's  custodian,  then  the  delivery
requirements  of this Section 8 with respect to said  undelivered  securities or
cash will be waived and  Europe  Fund will  deliver to Global  Fund by or on the
Closing Date with respect to said undelivered securities or cash executed copies
of an agreement or agreements of assignment in a form reasonably satisfactory to
Global Fund,  together  with such other  documents,  including a due bill or due
bills and brokers'  confirmation  slips as may  reasonably be required by Global
Fund.

     9.  Global  Fund shall not assume the  liabilities  (except  for  portfolio
securities  purchased which have not settled and for shareholder  redemption and
dividend checks outstanding) of Europe Fund, but Europe Fund will, nevertheless,
use its best  efforts  to  discharge  all  known  liabilities,  so far as may be
possible,  prior to the  Closing  Date.  The cost of  printing  and  mailing the
proxies  and proxy  statements  will be borne by Europe  Fund.  Europe  Fund and
Global Fund will bear the cost of their  respective  tax opinion.  Any documents
such as  existing  prospectuses  or annual  reports  that are  included  in that
mailing will be a cost of the Fund issuing the document. Any other out-of-pocket
expenses  of Global Fund and Europe Fund  associated  with this  reorganization,
including legal, accounting and transfer agent expenses, will be borne by Europe
Fund and Global Fund, respectively, in the amounts so incurred by each.

     10.  The  obligations  of Global  Fund  hereunder  shall be  subject to the
following conditions:

     A. The Board of Trustees of Europe Fund shall have authorized the execution
of the Agreement,  and the  shareholders  of Europe Fund shall have approved the
Agreement and the transactions  contemplated  hereby, and Europe Fund shall have
furnished to Global Fund copies of resolutions  to that effect  certified by the
Secretary or the Assistant  Secretary of Europe Fund; such shareholder  approval
shall have been by the affirmative  vote required by the  Massachusetts  Law and
its charter  documents at a meeting for which proxies have been solicited by the
Proxy Statement and Prospectus (as hereinafter defined).

     B. Global Fund shall have  received an opinion dated as of the Closing Date
from  counsel to Europe  Fund,  to the effect that (i) Europe Fund is a business
trust duly  organized,  validly  existing and in good standing under the laws of
the  Commonwealth of  Massachusetts  with full corporate  powers to carry on its
business as then being  conducted  and to enter into and perform the  Agreement;
and (ii) that all  action  necessary  to make the  Agreement,  according  to its
terms,  valid,   binding  and  enforceable  on  Europe  Fund  and  to  authorize
effectively  the  transactions  contemplated by the Agreement have been taken by
Europe Fund. Massachusetts counsel may be relied upon for this opinion.

     C. The representations and warranties of Europe Fund contained herein shall
be true and  correct at and as of the Closing  Date,  and Global Fund shall have
been furnished with a certificate of the President,  or a Vice President, or the
Secretary or the Assistant Secretary or the Treasurer or the Assistant Treasurer
of Europe Fund, dated as of the Closing Date, to that effect.

     D. On the Closing Date,  Europe Fund shall have  furnished to Global Fund a
certificate  of the  Treasurer or  Assistant  Treasurer of Europe Fund as to the
amount  of the  capital  loss  carry-over  and net  unrealized  appreciation  or
depreciation, if any, with respect to Europe Fund as of the Closing Date.

     E. The cash  reserve  shall not exceed 10% of the value of the net  assets,
nor 30% in value of the gross assets, of Europe Fund at the close of business on
the Valuation Date.

     F. A  Registration  Statement  on Form N-14 filed by Global  Fund under the
Securities  Act of 1933,  as amended (the "1933 Act"),  containing a preliminary
form of the Proxy  Statement and Prospectus,  shall have become  effective under
the 1933 Act.

     G. On the Closing Date,  Global Fund shall have received a letter of Robert
G. Zack or other senior executive officer of  OppenheimerFunds,  Inc. acceptable
to Global Fund,  stating that nothing has come to his or her attention  which in
his or her judgment  would  indicate  that as of the Closing Date there were any
material,  actual or  contingent  liabilities  of  Europe  Fund  arising  out of
litigation brought against Europe Fund or claims asserted against it, or pending
or to the best of his or her  knowledge  threatened  claims  or  litigation  not
reflected in or apparent from the most recent audited  financial  statements and
footnotes  thereto of Europe Fund delivered to Global Fund. Such letter may also
include such additional statements relating to the scope of the review conducted
by  such  person  and his or her  responsibilities  and  liabilities  as are not
unreasonable under the circumstances.

     H.  Global Fund shall have  received  an  opinion,  dated as of the Closing
Date, of KPMG LLP (or an appropriate  substitute tax expert), to the same effect
as the opinion contemplated by Section 11.E. of the Agreement.

     I.  Global  Fund shall have  received  at the  Closing all of the assets of
Europe Fund to be conveyed  hereunder,  which  assets shall be free and clear of
all  liens,  encumbrances,  security  interests,  restrictions  and  limitations
whatsoever.

     11.  The  obligations  of Europe  Fund  hereunder  shall be  subject to the
following conditions:

     A. The Board of Trustees of Global Fund shall have authorized the execution
of the Agreement,  and the transactions  contemplated  thereby,  and Global Fund
shall  have  furnished  to Europe  Fund  copies of  resolutions  to that  effect
certified by the Secretary or the Assistant Secretary of Global Fund.

     B. Europe  Fund's  shareholders  shall have  approved the Agreement and the
transactions  contemplated  hereby,  by an  affirmative  vote  required  by  the
Massachusetts Law and its charter documents and Europe Fund shall have furnished
Global Fund copies of resolutions  to that effect  certified by the Secretary or
an Assistant Secretary of Europe Fund.

     C. Europe Fund shall have  received an opinion dated as of the Closing Date
from  counsel to Global  Fund,  to the effect that (i) Global Fund is a business
trust duly  organized,  validly  existing and in good standing under the laws of
the Commonwealth of  Massachusetts  with full powers to carry on its business as
then being  conducted  and to enter into and  perform  the  Agreement;  (ii) all
actions necessary to make the Agreement,  according to its terms, valid, binding
and enforceable  upon Global Fund and to authorize  effectively the transactions
contemplated  by the  Agreement  have been taken by Global  Fund,  and (iii) the
shares of Global Fund to be issued hereunder are duly authorized and when issued
will be validly issued, fully-paid and non-assessable, except as set forth under
"Shareholder  and Trustee  Liability" in Global  Fund's  Statement of Additional
Information. Massachusetts counsel may be relied upon for this opinion.

     D. The representations and warranties of Global Fund contained herein shall
be true and  correct at and as of the Closing  Date,  and Europe Fund shall have
been  furnished  with a certificate  of the  President,  a Vice President or the
Secretary or the Assistant Secretary or the Treasurer or the Assistant Treasurer
of the Trust to that effect dated as of the Closing Date.

     E.  Europe  Fund  shall  have  received  an  opinion  of  KPMG  LLP  (or an
appropriate   substitute  tax  expert)  to  the  effect  that  the  federal  tax
consequences  of the  transaction,  if carried out in the manner outlined in the
Agreement and in accordance with (i) Europe Fund's  representation that there is
no plan or  intention  by any  Europe  Fund  shareholder  who owns 5% or more of
Europe Fund's outstanding shares, and, to Europe Fund's best knowledge, there is
no plan or intention on the part of the remaining Europe Fund  shareholders,  to
redeem,  sell,  exchange or otherwise  dispose of a number of Global Fund shares
received  in  the  transaction  that  would  reduce  Europe  Fund  shareholders'
ownership of Global Fund shares to a number of shares having a value,  as of the
Closing Date,  of less than 50% of the value of all of the formerly  outstanding
Europe Fund shares as of the same date, and (ii) the  representation  by each of
Europe Fund and Global Fund that, as of the Closing Date, Europe Fund and Global
Fund  will  qualify  as  regulated   investment   companies  or  will  meet  the
diversification  test  of  Section  368(a)(2)(F)(ii)  of the  Code,  will  be as
follows:

     1.  The  transactions  contemplated  by the  Agreement  will  qualify  as a
tax-free  "reorganization"  within the meaning of Section 368(a)(1) of the Code,
and under the regulations promulgated thereunder.

     2.  Europe  Fund and  Global  Fund  will  each  qualify  as a  "party  to a
reorganization" within the meaning of Section 368(b)(2) of the Code.

     3. No gain or loss will be  recognized by the  shareholders  of Europe Fund
upon the  distribution  of Class A, Class B, Class C, Class N and Class Y shares
of  beneficial  interest  in Global  Fund to the  shareholders  of  Europe  Fund
pursuant to Section 354 of the Code.

     4. Under  Section  361(a) of the Code no gain or loss will be recognized by
Europe  Fund by  reason  of the  transfer  of  substantially  all its  assets in
exchange  for Class A,  Class B,  Class C,  Class N and Class Y shares of Global
Fund.

     5. Under  Section  1032 of the Code no gain or loss will be  recognized  by
Global Fund by reason of the  transfer  of  substantially  all of Europe  Fund's
assets in exchange  for Class A, Class B, Class C, Class N and Class Y shares of
Global Fund and Global Fund's assumption of certain liabilities of Europe Fund.

     6. The shareholders of Europe Fund will have the same tax basis and holding
period  for the  Class  A,  Class  B,  Class C,  Class N and  Class Y shares  of
beneficial interest in Global Fund that they receive as they had for Europe Fund
shares  that they  previously  held,  pursuant  to Section  358(a) and  1223(1),
respectively, of the Code.

     7. The  securities  transferred by Europe Fund to Global Fund will have the
same tax basis and  holding  period in the hands of Global  Fund as they had for
Europe Fund, pursuant to Section 362(b) and 1223(1), respectively, of the Code.

     F. The cash  reserve  shall not exceed 10% of the value of the net  assets,
nor 30% in value of the gross assets, of Europe Fund at the close of business on
the Valuation Date.

     G. A  Registration  Statement  on Form N-14 filed by Global  Fund under the
1933 Act,  containing a preliminary  form of the Proxy Statement and Prospectus,
shall have become effective under the 1933 Act.

     H. On the Closing Date,  Europe Fund shall have received a letter of Robert
G. Zack or other senior executive officer of  OppenheimerFunds,  Inc. acceptable
to Europe Fund,  stating that nothing has come to his or her attention  which in
his or her judgment  would  indicate  that as of the Closing Date there were any
material,  actual or  contingent  liabilities  of  Global  Fund  arising  out of
litigation brought against Global Fund or claims asserted against it, or pending
or, to the best of his or her  knowledge,  threatened  claims or litigation  not
reflected in or apparent by the most recent  audited  financial  statements  and
footnotes  thereto of Global Fund delivered to Europe Fund. Such letter may also
include such additional statements relating to the scope of the review conducted
by  such  person  and his or her  responsibilities  and  liabilities  as are not
unreasonable under the circumstances.

     I. Europe Fund shall acknowledge  receipt of the Class A, Class B, Class C,
Class N and Class Y shares of Global Fund.

     12. Europe Fund hereby represents and warrants that:

     A. The audited  financial  statements  of Europe Fund as of August 31, 2002
and unaudited financial  statements as of February 28, 2003 heretofore furnished
to Global Fund,  present fairly the financial  position,  results of operations,
and changes in net assets of Europe  Fund as of that date,  in  conformity  with
generally accepted accounting  principles applied on a basis consistent with the
preceding  year;  and that from  February 28, 2003 through the date hereof there
have not been,  and  through the  Closing  Date there will not be, any  material
adverse  change in the business or financial  condition of Europe Fund, it being
agreed  that a decrease in the size of Europe  Fund due to a  diminution  in the
value of its portfolio and/or redemption of its shares shall not be considered a
material adverse change;

     B.  Contingent  upon  approval  of  the  Agreement  and  the   transactions
contemplated thereby by Europe Fund's shareholders, Europe Fund has authority to
transfer  all of the assets of Europe  Fund to be  conveyed  hereunder  free and
clear  of  all  liens,  encumbrances,   security  interests,   restrictions  and
limitations whatsoever;

     C. The Prospectus, as amended and supplemented,  contained in Europe Fund's
Registration  Statement  under the 1933 Act,  as amended,  is true,  correct and
complete,  conforms to the requirements of the 1933 Act and does not contain any
untrue statement of a material fact or omit to state a material fact required to
be stated  therein or necessary to make the statements  therein not  misleading.
The Registration Statement, as amended, was, as of the date of the filing of the
last  Post-Effective  Amendment,  true,  correct and complete,  conformed to the
requirements  of the 1933 Act and did not  contain  any  untrue  statement  of a
material fact or omit to state a material fact required to be stated  therein or
necessary to make the statements therein not misleading;

     D. There is no material contingent liability of Europe Fund and no material
claim and no material legal,  administrative or other proceedings pending or, to
the knowledge of Europe Fund,  threatened  against Europe Fund, not reflected in
such Prospectus;

     E. Except for the Agreement, there are no material contracts outstanding to
which  Europe  Fund is a party  other than those  ordinary in the conduct of its
business;

     F. Europe Fund is a Massachusetts  business trust duly  organized,  validly
existing  and  in  good  standing  under  the  laws  of  the   Commonwealth   of
Massachusetts;   and  has  all   necessary   and  material   Federal  and  state
authorizations  to own all of its  assets  and to carry on its  business  as now
being conducted;  and Europe Fund that is duly registered under the Act and such
registration has not been rescinded or revoked and is in full force and effect;

     G. All Federal and other tax returns and reports of Europe Fund required by
law to be filed have been  filed,  and all  federal and other taxes shown due on
said returns and reports  have been paid or  provision  shall have been made for
the  payment  thereof  and to the best of the  knowledge  of Europe Fund no such
return is currently under audit and no assessment has been asserted with respect
to such returns; and

     H.  Europe  Fund has  elected  that  Europe  Fund be treated as a regulated
investment company and, for each fiscal year of its operations,  Europe Fund has
met the requirements of Subchapter M of the Code for qualification and treatment
as a  regulated  investment  company  and  Europe  Fund  intends  to  meet  such
requirements with respect to its current taxable year.

13.      Global Fund hereby represents and warrants that:

     A. The audited financial statements of Global Fund as of September 30, 2002
and unaudited financial  statements as of March 31, 2003 heretofore furnished to
Europe Fund, present fairly the financial position,  results of operations,  and
changes  in net  assets of Global  Fund,  as of that date,  in  conformity  with
generally accepted accounting  principles applied on a basis consistent with the
preceding  year; and that from March 31, 2003 through the date hereof there have
not been,  and through the Closing Date there will not be, any material  adverse
changes  in the  business  or  financial  condition  of  Global  Fund,  it being
understood that a decrease in the size of Global Fund due to a diminution in the
value of its portfolio and/or redemption of its shares shall not be considered a
material or adverse change;

     B. The Prospectus, as amended and supplemented,  contained in Global Fund's
Registration  Statement  under  the 1933 Act,  is true,  correct  and  complete,
conforms  to the  requirements  of the 1933 Act and does not  contain any untrue
statement  of a material  fact or omit to state a material  fact  required to be
stated therein or necessary to make the statements  therein not misleading.  The
Registration  Statement,  as  amended,  was, as of the date of the filing of the
last  Post-Effective  Amendment,  true,  correct and complete,  conformed to the
requirements  of the 1933 Act and did not  contain  any  untrue  statement  of a
material fact or omit to state a material fact required to be stated  therein or
necessary to make the statements therein not misleading;

     C. Except for this Agreement,  there is no material contingent liability of
Global Fund and no material claim and no material legal, administrative or other
proceedings  pending or, to the  knowledge  of Global Fund,  threatened  against
Global Fund, not reflected in such Prospectus;

     D. There are no material  contracts  outstanding  to which Global Fund is a
party other than those ordinary in the conduct of its business;

     E. Global Fund is a business trust duly organized,  validly existing and in
good standing under the laws of the Commonwealth of  Massachusetts;  Global Fund
has all necessary and material Federal and state  authorizations  to own all its
properties and assets and to carry on its business as now being  conducted;  the
Class A, Class B,  Class C,  Class N and Class Y shares of Global  Fund which it
issues to Europe Fund pursuant to the Agreement will be duly authorized, validly
issued, fully-paid and non-assessable,  except as set forth under "Shareholder &
Trustee  Liability" in Global Fund's Statement of Additional  Information,  will
conform to the  description  thereof  contained  in Global  Fund's  Registration
Statement and will be duly registered under the 1933 Act and in the states where
registration is required;  and Global Fund is duly registered  under the Act and
such  registration  has not been revoked or  rescinded  and is in full force and
effect;

     F. All federal and other tax returns and reports of Global Fund required by
law to be filed have been  filed,  and all  federal and other taxes shown due on
said returns and reports  have been paid or  provision  shall have been made for
the payment  thereof and to the best of the  knowledge of Global  Fund,  no such
return is currently under audit and no assessment has been asserted with respect
to such  returns and to the extent such tax returns  with respect to the taxable
year of Global Fund ended  September 30, 2002 have not been filed,  such returns
will be filed when  required and the amount of tax shown as due thereon shall be
paid when due;

     G. Global Fund has elected to be treated as a regulated  investment company
and,  for  each  fiscal  year  of  its  operations,  Global  Fund  has  met  the
requirements  of Subchapter M of the Code for  qualification  and treatment as a
regulated  investment  company and Global Fund intends to meet such requirements
with respect to its current taxable year;

     H. Global Fund has no plan or intention (i) to dispose of any of the assets
transferred by Europe Fund,  other than in the ordinary  course of business,  or
(ii) to redeem or  reacquire  any of the Class A,  Class B, Class C, Class N and
Class Y shares issued by it in the  reorganization  other than pursuant to valid
requests of shareholders; and

     I. After  consummation of the  transactions  contemplated by the Agreement,
Global Fund intends to operate its business in a substantially unchanged manner.

          14. Each party hereby represents to the other that no broker or finder
     has been employed by it with respect to the  Agreement or the  transactions
     contemplated  hereby.  Each party also represents and warrants to the other
     that the  information  concerning it in the Proxy  Statement and Prospectus
     will not as of its date contain any untrue  statement of a material fact or
     omit to state a fact necessary to make the statements concerning it therein
     not misleading and that the financial statements concerning it will present
     the  information  shown  fairly  in  accordance  with  generally   accepted
     accounting  principles  applied on a basis  consistent  with the  preceding
     year.  Each  party  also  represents  and  warrants  to the other  that the
     Agreement is valid,  binding and  enforceable in accordance  with its terms
     and that the execution,  delivery and performance of the Agreement will not
     result in any  violation of, or be in conflict  with,  any provision of any
     charter, by-laws, contract,  agreement,  judgment, decree or order to which
     it is subject or to which it is a party.  Global Fund hereby  represents to
     and  covenants  with  Europe  Fund  that,  if  the  reorganization  becomes
     effective,  Global  Fund will treat  each  shareholder  of Europe  Fund who
     received any of Global Fund's shares as a result of the  reorganization  as
     having made the minimum initial  purchase of shares of Global Fund received
     by such  shareholder  for the purpose of making  additional  investments in
     shares of Global Fund, regardless of the value of the shares of Global Fund
     received.

          15.  Global Fund agrees that it will  prepare and file a  Registration
     Statement on Form N-14 under the 1933 Act which shall contain a preliminary
     form of proxy  statement and prospectus  contemplated by Rule 145 under the
     1933 Act. The final form of such proxy statement and prospectus is referred
     to in the  Agreement as the "Proxy  Statement and  Prospectus."  Each party
     agrees  that it will  use  its  best  efforts  to  have  such  Registration
     Statement  declared  effective  and to supply such  information  concerning
     itself  for  inclusion  in the Proxy  Statement  and  Prospectus  as may be
     necessary or desirable in this connection. Europe Fund covenants and agrees
     to  liquidate  and  dissolve  under  the  laws  of  the   Commonwealth   of
     Massachusetts,  following  the Closing,  and,  upon  Closing,  to cause the
     cancellation of its outstanding shares.

          16. The  obligations  of the parties  shall be subject to the right of
     either  party to abandon and  terminate  the  Agreement  for any reason and
     there shall be no liability  for damages or other  recourse  available to a
     party not so terminating  this Agreement,  provided,  however,  that in the
     event that a party shall terminate this Agreement without reasonable cause,
     the party so  terminating  shall,  upon demand,  reimburse the party not so
     terminating for all expenses,  including reasonable  out-of-pocket expenses
     and fees incurred in connection with this Agreement.

          17. The  Agreement  may be executed in several  counterparts,  each of
     which shall be deemed an original,  but all taken together shall constitute
     one  Agreement.  The rights and  obligations  of each party pursuant to the
     Agreement shall not be assignable.

          18. All prior or contemporaneous  agreements and  representations  are
     merged into the Agreement,  which  constitutes the entire contract  between
     the parties  hereto.  No amendment or  modification  hereof shall be of any
     force and effect  unless in writing  and signed by the parties and no party
     shall be deemed to have waived any provision  herein for its benefit unless
     it executes a written acknowledgment of such waiver.

          19. Global Fund  understands that the obligations of Europe Fund under
     the  Agreement  are not binding upon any Trustee or  shareholder  of Europe
     Fund  personally,  but bind only  Europe Fund and Europe  Fund's  property.
     Global  Fund  represents  that  it  has  notice  of the  provisions  of the
     Declaration  of Trust of Europe Fund  disclaiming  shareholder  and trustee
     liability for acts or obligations of Europe Fund.

          20. Europe Fund  understands that the obligations of Global Fund under
     the  Agreement  are not binding upon any trustee or  shareholder  of Global
     Fund  personally,  but bind only  Global Fund and Global  Fund's  property.
     Europe  Fund  represents  that  it  has  notice  of the  provisions  of the
     Declaration  of Trust of Global Fund  disclaiming  shareholder  and trustee
     liability for acts or obligations of Global Fund.

          IN WITNESS WHEREOF, each of the parties has caused the Agreement to be
     executed and attested by its officers thereunto duly authorized on the date
     first set forth above.

                                                OPPENHEIMER EUROPE FUND

                                                By:/s/ Robert G. Zack
                                                    ------------------
                                                   Robert G. Zack
                                                    Secretary

                                                  OPPENHEIMER GLOBAL FUND

                                                By: /s/ Robert G. Zack
                                                    ------------------
                                                    Robert G. Zack
                                                    Secretary





                                               EXHIBIT B

                                              PRINCIPAL SHAREHOLDERS

     A. Major Shareholders of Europe Fund. As of July 29, 2003, the only persons
     who owned of record,  or who were known by Europe Fund to own  beneficially
     5% or more of any  class  of that  Fund's  outstanding  shares,  and  their
     holdings of that class as of that date, were the following:


     Merrill  Lynch Pierce  Fenner & Smith,  Inc.,  4800 Deer Lake Dr. E, Fl. 3,
     Jacksonville, FL 32246-6484, which owned 141,037.929 Class A shares (12.90%
     of the Class A shares then outstanding), for the benefit of its customers.

     Charles Schwab & Co. Inc.,  Attn:  Mutual Funds,  101  Montgomery  St., San
     Francisco,  CA 94104-4122,  which owned 60,027.607 Class A shares (5.49% of
     the Class A shares then outstanding), for the benefit of its customers.

     RPSS  TR  ROLLOVER  IRA FBO  Paul  E.  Kirschner,  1608  Viewcrest  Circle,
     Burnsville,  Minnesota  55306-5387,  which owned  1,626.684  Class N shares
     (13.85% of the Class N shares then outstanding).

     RPSS TR ROLLOVER IRA FBO Faye L. Phillips,  1801 Vista Del Oro,  Fullerton,
     California  92831-1331,  which owned 1,133.341 Class N shares (9.65% of the
     Class N shares then outstanding).

     RPSS TR SEP IRA Tip Top  Electric,  FBO Cynthia J.  Lewis,  227 Lake Simond
     Rd.,  Tupper Lake,  NY  12986-9728,  which owned  1,060.798  Class N shares
     (9.03% of the Class N shares then outstanding).

     RPSS TR ROLLOVER IRA FBO David E. Owens, 338 Baldwin St., Grand Prairie, TX
     75052-3308,  which  owned  1,030.390  Class N shares  (8.77% of the Class N
     shares then outstanding).

     RPSS TR  ROLLOVER  IRA FBO Francis P.  Burns,  119 W. Hobbit Glen Dr.,  The
     Woodlands, TX 77384-3858,  which owned 892.249 Class N shares (7.60% of the
     Class N shares then outstanding).

     RPSS TR IRA, Lakeside  Veterinary Clinic,  FBO Cecillia  Scranton,  18 Lake
     Simond Rd., Tupper Lake, NY 12986-9702,  which owned 846.853 Class N shares
     (7.21% of the Class N shares then outstanding).

     IBT & Co Cust. OppenheimerFunds Cap. Accum. Plan, 200 Clarendon St., Fl. 6,
     Boston, MA 02116-5021, which owned 14,178.348 Class Y shares (99.29% of the
     Class Y shares then outstanding).


     B. Major Shareholders of Global Fund. As of July 29, 2003, the only persons
     who owned of record or who were known by Global Fund to own beneficially 5%
     or more of any class of that Fund's outstanding  shares, and their holdings
     of that class as of that date, were the following:


     Nationwide Ins. Co., P.O. Box 182029, Columbus, OH 43218-2029,  which owned
     7,971,553.66 Class A shares (6.06% of the Class A shares then outstanding),
     for the benefit of its 401(k) qualified plans, plus  1,755,160.254  Class A
     shares  (1.59% of the Class A shares then  outstanding)  for the benefit of
     its customers.

     Charles  Schwab  &  Co.,  Inc.,  101  Montgomery  St.,  San  Francisco,  CA
     94104-4122,  which owned 6,705,434.823 Class A shares (5.10% of the Class A
     shares then  outstanding),  and  394,362.640  Class Y shares  (7.04% of the
     Class Y shares then outstanding), for the benefit of its customers.

     Merrill  Lynch Pierce  Fenner & Smith,  Inc.,  4800 Deer Lake Dr. E, Fl. 3,
     Jacksonville,  FL  32246-6484,  which  owned  1,443,351.700  Class C shares
     (10.16% of the Class C shares  then  outstanding),  for the  benefit of its
     customers.

     Citigroup  Global  Markets  Inc.,  333  West  34th  Street,  New  York,  NY
     10001-2483,  which owned  917,882.078  Class C shares (6.46% of the Class C
     shares then outstanding), for the benefit of its customers.

     Massachusetts  Mutual Life Insurance Co., 1295 State St.,  Springfield,  MA
     01111-0001, which owned 4,495,236.857 Class Y shares (80.33% of the Class Y
     shares then outstanding), for the benefit of its customers.





               Appendix to Combined Prospectus of Oppenheimer Global Fund
                      and Proxy Statement of Oppenheimer Europe Fund


     Graphic   material   included   under  the  heading  "How  have  the  Funds
     performed?":

     A bar  chart  will be  included  in the  Prospectus  and  Proxy  Statement,
     depicting the annual total return of a  hypothetical  investment in Class A
     shares of Europe Fund for each  calendar  year since the Fund's  inception,
     without deducting sales charges. Set forth below is the relevant data point
     that will appear on the bar chart.

Calendar Year Ended           Annual Total Returns: Europe Fund Class A shares
-------------------          ------------------------------------------------

12/31/00                                    -23.76%
12/31/01                                    -25.87%
12/31/02                                    -23.98%

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

Calendar Year Ended           Annual Total Returns: Global Fund Class A shares
-------------------            ------------------------------------------------

12/31/93                                     42.63%
12/31/94                                     -3.11%
12/31/95                                     16.59%
12/31/96                                     17.52%
12/31/97                                     21.82%
12/31/98                                     12.71%
12/31/99                                     58.48%
12/31/00                                      4.06%
12/31/01                                    -11.80%
12/31/02                                    -22.45%


                                        PROXY CARD OPPENHEIMER EUROPE FUND
                                                    PROXY CARD

                    PROXY FOR A SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON OCTOBER 10, 2003

The undersigned,  revoking prior proxies,  hereby appoints Brian Wixted,  Connie
Bechtolt, Philip Vottiero, Kathleen Ives and Philip Masterson, and each of them,
as  attorneys-in-fact  and  proxies  of the  undersigned,  with  full  power  of
substitution,  to vote shares held in the name of the  undersigned on the record
date at the Special  Meeting of  Shareholders  of  Oppenheimer  Europe Fund (the
"Fund") to be held at 6803 South Tucson Way,  Centennial,  Colorado,  80112,  on
October 10, 2003, at 1:00 p.m.  Mountain  time, or at any  adjournment  thereof,
upon the proposal described in the Notice of Meeting and accompanying Prospectus
and Proxy Statement, which have been received by the undersigned.


This proxy is  solicited  on behalf of the  Fund's  Board of  Trustees,  and the
proposal (set forth on the reverse side of this proxy card) has been proposed by
the Board of  Trustees.  When  properly  executed,  this  proxy will be voted as
indicated on the reverse  side or "FOR" the proposal if no choice is  indicated.
The proxy will be voted in accordance  with the proxy  holders' best judgment as
to any other matters that may arise at the Meeting.

VOTE VIA THE
TELEPHONE:
1-866-241-6192
CONTROL NUMBER:  999 9999  9999  999

Note:  Please sign this proxy exactly as your name or names appear
hereon. Each joint owner should sign. Trustees and other fiduciaries should
indicate the capacity in which they sign. If a corporation, partnership or
other entity, this signature should be that of a duly authorized
individual who should state his or her title.


                                         Signature


                                    Signature of joint owner, if any


                                     Date


PLEASE VOTE ON THE REVERSE SIDE, SIGN AND DATE THIS PROXY AND RETURN PROMPTLY IN
THE ENCLOSED ENVELOPE




TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK.  Example: [ ]






1. To approve an Agreement and Plan of Reorganization between Oppenheimer Global
Fund  ("Global  Fund"),  and  Oppenheimer  Europe Fund  ("Europe  Fund") and the
transactions contemplated thereby,  including: (a) the transfer of substantially
all the assets of Europe Fund to Global  Fund in exchange  for Class A, Class B,
Class C, Class N and Class Y shares of Global Fund, (b) the distribution of such
shares of Global  Fund to the  corresponding  Class A, Class B, Class C, Class N
and Class Y shareholders  of Europe Fund in complete  liquidation of Europe Fund
and (c) the cancellation of the outstanding shares of Europe Fund.

FOR               AGAINST     ABSTAIN

   [  ]          [  ]          [  ]   1.


     Telephone Voting Instructions


                                  1.800.597.7836

Vote your OppenheimerFunds proxy over the phone

Voting your proxy is important.  And now OppenheimerFunds has made it easy.
Vote  at  your  convenience,  24  hours  a day,  and  save  postage  costs,
ultimately  reducing  fund  expenses.  Read your Proxy Card  carefully.  To
exercise your proxy, just follow these simple steps:

1.       Call the toll free number: 1.800.597.7836.

2.       Enter the 14-digit Control Number, located on your Proxy Card.

3.       Follow the voice instructions.

If vote by phone, please do not mail your Proxy Card.

(OppenheimerFunds, Inc. logo)


                                        STATEMENT OF ADDITIONAL INFORMATION
                                         TO PROSPECTUS AND PROXY STATEMENT

                                                      PART B

                                           Acquisition of the Assets of
                                              OPPENHEIMER EUROPE FUND

                                         By and in exchange for Shares of
                                              OPPENHEIMER GLOBAL FUND


          This Statement of Additional  Information to this Prospectus and Proxy
     Statement  (the "SAI")  relates  specifically  to the proposed  delivery of
     substantially all of the assets of Oppenheimer  Europe Fund ("Europe Fund")
     for shares of Oppenheimer Global Fund ("Global Fund").


          This SAI consists of this Cover Page and the following documents:  (i)
     the Prospectus of Europe Fund dated October 23, 2002, as supplemented  July
     1, 2003; (ii) the Statement of Additional  Information of Europe Fund dated
     October 23, 2002, as supplemented  January 13, 2003,  which include audited
     financial  statements  of Europe Fund for the 12-month  period ended August
     31,  2002;  (iii)  unaudited  financial  statements  of Europe Fund for the
     6-month  period ended  February 28, 2003;  (iv) the Statement of Additional
     Information of Global Fund dated November 22, 2002, as  supplemented  March
     31, 2003, which include audited financial statements of Global Fund for the
     12-month  period ended  September  30, 2002;  and (v)  unaudited  financial
     statements of Global Fund for the 6-month period ended March 31, 2003.


          This SAI is not a Prospectus;  you should read this SAI in conjunction
     with the Prospectus and Proxy Statement  dated August 8, 2003,  relating to
     the above-referenced  transaction. You can request a copy of the Prospectus
     and   Proxy   Statement   by   calling   1.800.708.7780   or   by   writing
     OppenheimerFunds  Services at P.O. Box 5270,  Denver,  Colorado 80217.  The
     date of this SAI is August 8, 2003.


                                          OPPENHEIMER EUROPE FUND
                                  Supplement dated July 1, 2003 to the
                                     Prospectus dated October 23, 2002


The Prospectus supplemebt dated April 22, 2003 is deleted and replaced with
the following:


1. The  paragraph  titled  "Portfolio  Manager" on page 12 of the  prospectus is
deleted in its entirety and replaced with the following:

     Portfolio  Manager.  Effective  April 1,  2003,  Dominic  Freud is the
     Portfolio  Manager of  Oppenheimer  Europe Fund.  Mr. Freud was  previously
     responsible  for  European  investments  at SLS  Capital  in New York  from
     January 2002 to February  2003;  and prior thereto was head of the European
     equities  desk and  managing  director at SG Cowen from May 1994 to January
     2002.


2. The following  paragraphs are added to the end of the section  captioned "How
the Fund is Managed" on Page 12:

     At a recent meeting, the Board of Trustees of the Fund determined that
     it is in the  best  interest  of the  Fund's  shareholders  that  the  Fund
     reorganize with and into Oppenheimer Global Fund ("Global Fund"). The Board
     unanimously  approved an agreement and plan of reorganization to be entered
     into between these funds (the  "reorganization  plan") and the transactions
     contemplated thereby (the  "reorganization").  The Board further determined
     that the reorganization  should be submitted to the Fund's shareholders for
     approval,  and recommended that  shareholders  approve the  reorganization.
     Shareholders  of record as of a date to be  determined by the Board will be
     entitled to vote on the reorganization and will receive the proxy statement
     describing the  reorganization.  The  anticipated  date for the shareholder
     meeting is on or about  October 10, 2003, with the  reorganization  to be
     effected shortly thereafter.


3.  Subject  to  approval  by the  Fund's  shareholders,  concurrently  with the
reorganization  of  Oppenheimer   Europe  Fund  into  Oppenheimer  Global  Fund,
Oppenheimer Europe Fund will no longer exist.





July 1, 2003                                                      PS0261.017

Oppenheimer
Europe Fund


Prospectus dated October 23, 2002






Oppenheimer  Europe Fund is a mutual fund that seeks capital  appreciation.  The
Fund invests  primarily in common stocks of European  issuers.  This  Prospectus
contains  important  information  about the  Fund's  objective,  its  investment
policies, strategies and risks. It also contains important information about how
to buy and sell shares of the Fund and other account features.  Please read this
Prospectus  carefully  before you invest and keep it for future  reference about
your account.




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


(OppenheimerFunds logo)







CONTENTS





                             ABOUT THE FUND

                             The Fund's Investment Objective and 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 Strategies

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

WHAT DOES THE FUND MAINLY INVEST IN? Under normal market conditions, the Fund will
invest at least 80% of its net assets (plus any borrowings for investment purposes) in
common stocks of European companies.  The Fund currently invests mainly in common
stocks of companies in developed European markets, such as France, Germany, England,
the Netherlands and Italy. The Fund can also invest in emerging European markets, such
as Hungary, Poland and the Czech Republic.  These investments are more fully explained
in "About the Fund's Investments," below.

HOW DOES THE PORTFOLIO MANAGER DECIDE WHAT SECURITIES TO BUY OR SELL? In selecting
securities for the Fund, the portfolio managers use a "bottom up" approach to seek
stocks of European companies they believe have high growth potential.  They mainly rely
on fundamental analysis of a company's financial statements, management structure,
operations and product development, and consider factors affecting the industry of
which the issuer is part. While the selection criteria employed can change over time,
they currently look for companies with:

o        management that has a proven record,
o        relatively stable or established businesses in established markets, that are
     entering into a growth cycle, and
o        strong earnings growth, above-average yield, and below-average market
     valuation.

         In applying these and other selection criteria, the portfolio managers consider
         the effect of worldwide trends on the growth of various business sectors. The
         trends, or global "themes," currently employed include development of new
         technologies, corporate restructuring, the growth of mass affluence and
         demographic changes.  The portfolio managers do not invest a fixed amount of
         the Fund's assets using these themes, which can change over time.

WHO IS THE FUND DESIGNED FOR?  The Fund is designed primarily for investors seeking
capital growth in their investment over the long term and who want to focus their
strategy on European stocks. Those investors should be willing to assume the risks of
share price fluctuations that are typical for an aggressive fund focusing on stock
investments and the additional risks that arise from investing in foreign securities.
Because of its focus on long-term growth, the Fund may be appropriate for a portion of
a retirement plan investment. However, 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 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 Fund's investment Manager, OppenheimerFunds,
Inc., will cause the Fund to underperform other funds having a similar objective.




RISKS OF INVESTING IN STOCKS. Stocks fluctuate in price, and their short-term
volatility at times may be great. Because the Fund invests primarily in stocks of
European companies the value of the Fund's portfolio will be affected by changes in
the particular European 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. 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 in securities of large companies. It can also buy stocks of small- and
medium-capitalization companies, which may have more volatile stock prices than large
companies.

RISKS OF FOREIGN INVESTING. The Fund can invest up to 100% of its assets in foreign
securities, and normally seeks to be as fully invested in European securities as
possible, under normal market conditions. There are special risks in investing in
foreign securities. 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 as U.S. companies. 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.

Special Risks of Emerging Markets. The Fund currently does not intend to invest more
         than 5% of its total assets in any one emerging market country. It will not
         invest more than 20% of its total assets in emerging market countries,
         including Eastern European countries (such as Russia and Poland). In general,
         emerging markets may offer special investment opportunities because their
         securities markets, industries, capital structure and consumer consumption are
         growing rapidly, but investments in these countries involve special risks not
         present in developed markets. Settlements of trades may be subject to greater
         delays so that the Fund might not receive the proceeds of a sale of a security
         on a timely basis. Emerging markets may offer less liquidity making it more
         difficult to sell securities at an acceptable price, and their prices may be
         more volatile than securities of companies in more developed markets. They may
         have less established legal and accounting systems and a more burdensome
         governmental regulatory structure.

Risks of Geographic Focus. Under normal market conditions the Fund expects that its
         portfolio will be diversified geographically, in securities in at least five
         European countries. However after reviewing economic, political and other
         factors in the various European markets, the Manager might invest a
         significant portion of the Fund's assets in a particular country. This would
         subject the Fund to greater risks from political and economic events affecting
         that country and the Fund might experience greater volatility in its share
         prices than a fund that is more broadly diversified geographically.

HOW RISKY IS THE FUND OVERALL?  In the short term, the stock markets can be volatile,
particularly in emerging markets, and the Fund's share prices can go up and down
significantly. The Fund's investment focus on European foreign securities subjects it
to additional risks associated with investing in one geographic region outside the
U.S. In the OppenheimerFunds spectrum, the Fund is subject to more risks than funds
that emphasize domestic large-capitalization stocks, or funds that focus on both
stocks and bonds.

         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 the prices of its shares. 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.

----------------------------------------------------------------------------------------------------------------------
An investment in the Fund is not a deposit of any bank and 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 since the Fund's inception 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 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.  The after-tax returns for the other classes of shares will vary.    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 results 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 Return (Class A) (as of 12/31)

[See appendix to prospectus for data in bar chart showing annual total returns]

For the period from 1/1/02 through 9/30/02 the cumulative return (not annualized) for
Class A shares before taxes was -28.98%.
Sales charges are not included in the calculation of return in this bar chart, and if
those charges were included, the return may be less than that shown.
During the period shown in the bar chart, the highest return (not annualized) before
taxes for a calendar quarter was 10.20% (4thQ'01) and the lowest return (not
annualized) before taxes for a calendar quarter was -16.25% (3rdQ'01).

--------------------------------------------- ------------------------- -------------------------
Average Annual Total Returns                           1 Year                   5 Years
                                                                         (or life of class, if
for the periods ended December 31, 2001                                          less)
--------------------------------------------- ------------------------- -------------------------
--------------------------------------------- ------------------------- -------------------------
Class A Shares (inception 3/1/99)
  Return Before Taxes                                 -30.13%                   -13.97%
  Return After Taxes on Distributions                 -30.13%                   -14.56%
  Return  After Taxes on  Distributions  and          -18.35%                   -11.01%
  Sale of Fund Shares
--------------------------------------------- ------------------------- -------------------------
MSCI All Country Europe Index (reflects no            -19.49%                   -4.15%1
deduction for fees, expenses or taxes)
--------------------------------------------- ------------------------- -------------------------
--------------------------------------------- ------------------------- -------------------------
Class B Shares (inception 3/1/99)                     -30.13%                   -13.74%
--------------------------------------------- ------------------------- -------------------------
--------------------------------------------- ------------------------- -------------------------
Class C Shares (inception 3/1/99)                     -27.13%                   -12.76%
--------------------------------------------- ------------------------- -------------------------
Class N Shares (inception 3/1/01)                     -20.90%2                    N/A
--------------------------------------------- ------------------------- -------------------------
--------------------------------------------- ------------------------- -------------------------
Class Y Shares (inception 3/1/99)                     -25.50%                   -11.82%
--------------------------------------------- ------------------------- -------------------------
1.       From 2/28/99.
2.       Cumulative Return.
The Fund's average annual total returns include the applicable sales charge: 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 3% (life of class); for Class C, the 1%
contingent deferred sales charge for the 1-year period; and for Class N, the 1% CDSC
for the 18-month period. There is no sales charge for Class Y shares.  The Fund's
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 Class A shares is compared to the MSCI All Country
Europe Index, an unmanaged index of foreign stocks representing developed and emerging
European countries.  The index performance includes reinvestment of income but does
not reflect transaction costs. The Fund's investments vary from the securities in the
index.

Fees and Expenses of the Fund

         The following tables are meant to help you understand the fees and expenses
you may pay if you buy and hold shares of the Fund.  The Fund pays a variety of
expenses directly for management of its assets, administration, distribution of its
shares and other services. Those expenses are subtracted from the Fund's assets to
calculate the Fund's net asset values per share. All shareholders therefore pay those
expenses indirectly. Shareholders pay other expenses directly, such as sales charges
and account transaction charges. The numbers below are based on the Fund's expenses
during its fiscal year ended August 31, 2002.

Shareholder Fees (charges paid directly from your investment):

  -------------------------------- --------------- --------------- -------------- ---------------- ----------------
                                   Class A Shares  Class B Shares     Class C     Class N Shares   Class Y Shares
                                                                      Shares
                                   --------------- --------------- -------------- ----------------
  --------------------------------                                                                 ----------------
  Maximum Sales Charge (Load) on
  purchases                            5.75%            None           None            None             None
  (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)
  --------------------------------                                                                 ----------------
                                   --------------- --------------- -------------- ----------------
  Redemption Fee (as a
  percentage of total redemption       2.00%           2.00%           2.00%           2.00%            2.00%
  proceeds)5
  -------------------------------- --------------- --------------- -------------- ---------------- ----------------
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 to 1% in the sixth year and is eliminated after that.
3.       Applies to shares redeemed within 12 months of purchase.
4.       Applies to shares redeemed within 18 months of a retirement plan's first
          purchase of Class N shares.
5.       Applies to the proceeds of Fund shares that are redeemed (either by selling or
          exchanging to another Oppenheimer fund) within 30 days of their purchase.
          See "How to Sell Shares" for more information on when the redemption fee will
          apply.

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                  0.80%           0.80%            0.80%             0.80%            0.80%
-------------------------------- --------------- ---------------- ----------------- ---------------- --------------
-------------------------------- --------------- ---------------- ----------------- ---------------- --------------
Distribution and/or
Service (12b-1) Fees             0.24%           1.00%            1.00%             0.50%            None
-------------------------------- --------------- ---------------- ----------------- ---------------- --------------
-------------------------------- --------------- ---------------- ----------------- ---------------- --------------
Other Expenses                   1.34%           1.35%            1.33%             1.35%            18.28%
-------------------------------- --------------- ---------------- ----------------- ---------------- --------------
-------------------------------- --------------- ---------------- ----------------- ---------------- --------------
Total Annual                     2.38%           3.15%            3.13%             2.65%            19.08%
Operating Expenses

The "Other Expenses" in the table are based on, among other things, the fees the Fund
would have paid if the transfer agent had not waived a portion of its fee under a
voluntary undertaking to the Fund to limit these fees to 0.25% of average daily net
assets per fiscal year for the Class Y shares and 0.35% of average net assets per
fiscal year for all other classes.  That undertaking is effective October 1, 2001 (for
Class Y only, January 1, 2001), is pro-rated for the remainder of the fiscal year
ending after that date, and may be amended or withdrawn at any time.  After the
waiver, the actual "Other Expenses" as percentages of average daily net assets were
1.09% for Class A shares, 1.10% for Class B shares, 1.08% for Class C shares, 1.10%
for Class N shares and 0.76% for Class Y shares.  Effective November 1, 2002, the
transfer agent will limit its fees to 0.35% of average daily net assets per fiscal
year for Class Y shares.  "Total Annual Operating Expenses" as percentages of daily
net assets after taking into account the management fee waiver and the transfer agent
fee waiver were 2.10% for Class A, 2.87% for Class B, 2.85% for Class C, 2.37% for
Class N and 1.53% for Class Y.

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                   $802                  $1,275               $1,772              $3,135
  -------------------------------- --------------------- -------------------- ------------------- -----------------
  -------------------------------- --------------------- -------------------- ------------------- -----------------
  Class B Shares                   $818                  $1,272               $1,849              $3,118(1)
  -------------------------------- --------------------- -------------------- ------------------- -----------------
  -------------------------------- --------------------- -------------------- ------------------- -----------------
  Class C Shares                   $416                  $   966              $1,640              $3,439
  -------------------------------- --------------------- -------------------- ------------------- -----------------
  -------------------------------- --------------------- -------------------- ------------------- -----------------
  Class N Shares                   $368                  $   823              $1,405              $2,983
  -------------------------------- --------------------- -------------------- ------------------- -----------------
  -------------------------------- --------------------- -------------------- ------------------- -----------------
  Class Y Shares                   $1,774                $4,607               $6,699              $9,835

  If shares are not redeemed:      1 Year                3 Years              5 Years             10 Years(1)
  -------------------------------- --------------------- -------------------- ------------------- -----------------
  -------------------------------- --------------------- -------------------- ------------------- -----------------
  Class A Shares                   $802                  $1,275               $1,772              $3,135
  -------------------------------- --------------------- -------------------- ------------------- -----------------
  -------------------------------- --------------------- -------------------- ------------------- -----------------
  Class B Shares                   $318                  $   972              $1,649              $3,118(1)
  -------------------------------- --------------------- -------------------- ------------------- -----------------
  -------------------------------- --------------------- -------------------- ------------------- -----------------
  Class C Shares                   $316                  $   966              $1,640              $3,439
  -------------------------------- --------------------- -------------------- ------------------- -----------------
  -------------------------------- --------------------- -------------------- ------------------- -----------------
  Class N Shares                   $268                  $   823              $1,405              $2,983
  -------------------------------- --------------------- -------------------- ------------------- -----------------
  -------------------------------- --------------------- -------------------- ------------------- -----------------
  Class Y Shares                   $1,774                $4,607               $6,699              $9,835

In the first example, expenses include the initial sales charge for Class A and the
applicable Class B, Class C or Class N contingent deferred sales charges. In the
second example, 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. There are
no sales charges on Class Y shares.
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 after 6 years.

About the Fund's Investments

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

         The Manager tries to reduce market and industry risks through a disciplined
stock selection strategy. By using this investment strategy, the Fund expects to hold
a portfolio of securities that is diversified across different countries, industries
and companies. The Fund attempts to reduce its exposure to market risks by
diversifying its investments, that is, by not holding a substantial amount of stock of
any one company and by not investing too great a percentage of its assets in any one
company. Also, the Fund does not concentrate 25% or more of its assets in investments
in any one industry. However, changes in the overall market prices of securities can
occur at any time. The share prices of the Fund will change daily based on changes in
market prices of securities, market conditions and in response to other economic
events.

INVESTING IN EUROPE. The Fund intends to invest mainly in stocks of companies in
European countries with developed markets, such as France, Germany, England, the
Netherlands and Italy, among others. The Fund also invests in stocks of issuers of
countries in Europe that have emerging markets such as Poland, Hungary and the Czech
Republic.

     European Stocks and other Equity Securities. Normally, the Fund does not expect to
hold stocks of non-European companies. However, in some cases the Fund may continue to
hold stock of a company that was considered to be "European" when the Fund bought it,
but is no longer considered to be "European" because of a change in ownership or other
event. The Fund considers an issuer to be "European" if:
     o   it is organized under the laws of a European country and has a principal
         office in a European country;
     o   it derives at least 50% of its total revenues from business in Europe; or
     o   its securities are traded principally on a stock exchange in Europe or in a
         European over-the-counter market.

Portfolio Turnover.  A change in the securities held by the Fund is known as
"portfolio turnover."  The Fund may engage in short-term trading to try to achieve its
objective.  It might have a turnover rate in excess of 100% annually.  Portfolio
turnover increases brokerage costs the Fund pays.  If the Fund realizes capital gains
when it sells its portfolio investments, it must generally pay those gains out to the
shareholders, increasing their taxable distributions.  The Financial Highlights table
at the end of this Prospectus shows the Fund's portfolio turnover rate during past
fiscal years.

CAN THE FUND'S INVESTMENT OBJECTIVE AND POLICIES CHANGE?  The Fund's Board of Trustees
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 investment 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 can also use the
investment techniques and strategies described below. The Fund might not always use
all of them. These techniques have risks, although some are designed to help reduce
overall investment or market risk.

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. A restricted security is one that has a
         contractual restriction on its resale or that cannot be sold publicly until it
         is registered under the Securities Act of 1933. 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.

Derivative Investments. The Fund can invest in a number of different kinds of
         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. Options, futures contracts,
         forward contracts and other hedging instruments are examples of derivatives
         the Fund might use.

         Derivatives have risks. If the issuer of the derivative investment does not
         pay the amount due, the Fund can lose money on the investment. The underlying
         security or investment on which a derivative is based, and the derivative
         itself, might not perform the way the Manager expects it to. As a result, the
         Fund could realize less principal or income from the investment than expected
         or its hedge might be unsuccessful. Certain derivatives held by the Fund may
         be illiquid.

     o   Hedging. The Fund can buy and sell futures contracts, forward contracts and
         put and call options. These are all referred to as "hedging instruments."  The
         Fund does not use hedging instruments for speculative purposes, and has limits
         on its use of them. The Fund is not required to use hedging instruments in
         seeking its goal and does not use them currently to a significant degree.
         Forward contracts could be used to try to manage foreign currency risks on the
         Fund's foreign investments. Foreign currency options might be used to try to
         protect against declines in the dollar value of foreign securities the Fund
         owns, or to protect against an increase in the dollar cost of buying foreign
         securities.

         There are special risks in using hedging strategies. Options trading involves
         the payment of premiums and has special tax effects on the Fund. If the
         Manager used a hedging instrument at the wrong time or judged market
         conditions incorrectly, the strategy could reduce the Fund's return. The Fund
         could also experience losses if the price 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.

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 high-quality,
         short-term money market instruments such as U.S. government securities, highly
         rated commercial paper, short-term corporate debt obligations, bank deposits
         or repurchase agreements.    The Fund could 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.

How the Fund Is Managed

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

         The Manager has been an investment advisor since January 1960.  The Manager
and its affiliates managed assets of more than $120 billion as of September 30, 2002,
including other Oppenheimer funds, with more than 7 million shareholder accounts.  The
Manager is located at 498 Seventh Avenue, New York, New York 10018.

Portfolio Management. The Fund is managed by a portfolio management team comprised of
         investment professionals selected from the Manager's global team in its equity
         portfolio department. This portfolio management team is primarily responsible
         for the day-to-day management of the Fund's portfolio. Randall Dishmon, an
         Assistant Vice President of the Manager who joined the Manager in June 2001,
         coordinates decisions by that team. Certain members of the Fund's portfolio
         management team have portfolio management responsibilities for other
         Oppenheimer funds.

Advisory Fees. Under the investment advisory agreement, the Fund pays the Manager an
         advisory fee at an annual rate that declines as the Fund's assets grow: 0.80%
         of the first $250 million of average annual net assets of the Fund, 0.77% of
         the next $250 million, 0.75% of the next $500 million, 0.69% of the next $1
         billion and 0.67% of average annual net assets over $2 billion. The Fund's
         management fee for its fiscal year ended August 31, 2002 was 0.80% of the
         average annual net assets for each class of shares.

ABOUT YOUR ACCOUNT

How to Buy Shares

HOW DO YOU 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.
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.

HOW MUCH MUST YOU INVEST? You can buy Fund shares with a minimum initial investment of
$1,000 and make additional investments at any time with as little as $25 (effective
November 1, 2002, the additional purchase amount is $50). There are reduced minimum
investments under special investment plans.

   o   With Asset Builder Plans, 403(b) plans, Automatic Exchange Plans and military
       allotment plans, you can make initial and subsequent investments for as little
       as $25.
o        The minimum additional investment in any such plan accounts established on or
       after November 1, 2002 is $50. The minimum additional investment to such plan
       accounts that were established prior to November 1, 2002 will remain $25. To
       establish a new Asset Builder Plan account on or after November 1, 2002, you
       must first invest at least $500.
       Under retirement plans, such as IRAs, pension and profit-sharing plans and
       401(k) plans, you can start your account with as little as $250. If your IRA is
       started as an Asset Builder Plan, the $25 minimum applies. Additional purchases
       may be for as little as $25.
o        To establish any type of IRA account on or after November 1, 2002, the minimum
       investment is $500. The minimum additional investment to any type of IRA account
       after November 1, 2002 is $50.
   o   The minimum investment requirement does not apply to reinvesting dividends from
       the Fund or other Oppenheimer funds (a list of them appears in the Statement of
       Additional Information, or you can ask your dealer or call the Transfer Agent),
       or reinvesting distributions from unit investment trusts that have made
       arrangements with the Distributor.

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 values of each class of shares as
       of the close of The New York Stock 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 is determined 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.  To determine net asset value, the Fund's Board of Trustees has
       established procedures to value the Fund's securities, in general, based on
       market value.  The Board has adopted special procedures for valuing illiquid and
       restricted securities and obligations for which market values cannot be readily
       obtained. 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.

       If, after the close of the principal market on which a security held by the Fund
       is traded, and before the time the Fund's securities are priced that day, an
       event occurs that the Manager deems likely to cause a material change in the
       value of such security, the Fund's Board of Trustees has authorized the Manager,
       subject to the Board's review, to ascertain a fair value for such security.  A
       security's valuation may differ depending on the method used for determining
       value.

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
       New York Stock 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 New York Stock 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. Otherwise, the order will receive the next offering price that is
       determined.

----------------------------------------------------------------------------------------
WHAT CLASSES OF SHARES DOES THE FUND OFFER?  The Fund offers investors different
classes of shares.  The different classes of shares represent investments in the same
portfolio of securities, but the classes are subject to different expenses and will
likely have different share prices.  When you buy shares, be sure to specify the class
of shares.  If you do not choose a class, your investment will be made in Class A
shares.
----------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------
Class A Shares.  If you buy Class A shares, you pay an initial sales charge (on
       investments up to $1 million for the regular accounts or 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 special agreements 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 probably
       consider purchasing 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.

       And for non-retirement plan investors who 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 $500,000 or more of Class B shares or $1 million
       or more of Class C shares from a single investor.

   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.  Share certificates are only available for Class A shares.  If you
       are considering using your shares as collateral for a loan, that may be a factor
       to consider.

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.

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

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:

------------------------------------------------ --------------------- ------------------------ --------------------
                                                   Front-End Sales         Front-End Sales
                                                     Charge As a             Charge As a           Concession As
                                                    Percentage of         Percentage of Net        Percentage of
Amount of Purchase                                  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%
------------------------------------------------ --------------------- ------------------------ --------------------

Can You Reduce Class A Sales Charges? You may be eligible to buy Class A shares at
         reduced sales charge rates under the Fund's "Right of Accumulation" or a
         Letter of Intent, as described in "Reduced Sales Charges" in the Statement of
         Additional Information.

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 for certain purchases by particular types
         of retirement plans that were permitted to purchase such shares prior to March
         1, 2001 ("grandfathered retirement accounts").  Retirement 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 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.

Purchases by Certain Retirement Plans.  There is no initial sales charge on purchases
         of Class A shares of any one or more Oppenheimer funds by retirement plans
         that have $10 million or more in plan assets and that have entered into a
         special agreement with the Distributor and by retirement plans which are part
         of a retirement plan product or platform offered by certain banks,
         broker-dealers, financial advisors, insurance companies or recordkeepers which
         have entered into a special agreement with the Distributor.  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 as described in
         the Statement of Additional Information. There is no contingent deferred sales
         charge upon the redemption of such shares.

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:

                                                            Contingent Deferred Sales Charge on
  Years Since Beginning of Month in Which                   Redemptions in That Year
  Purchase Order was Accepted                               (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.

         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 and employee benefit plans.  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.  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.  After the shares have been held for a year, the Distributor pays the service
fee to dealers on a quarterly basis.  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.

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 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 retains the service fees for accounts for which it
       renders the required personal services.

       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
       4.0% of the purchase price.  The Distributor 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. 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  retains  the  asset-based  sales
       charge  on Class N  shares.  See the  Statement  of  Additional  Information  for
       exceptions.

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.

REINVESTMENT PRIVILEGE.  If you redeem some or all of your Class A or Class B shares
of the Fund, you have up to six months to reinvest all or part of the redemption
proceeds in Class A shares of the Fund or other Oppenheimer funds without paying a
sales charge.  This privilege applies only to Class A shares that you purchased
subject to an initial sales charge and to Class A or Class B shares on which you paid
a contingent deferred sales charge when you redeemed them. This privilege does not
apply to Class C, Class N or Class Y shares.  You must be sure to ask the Distributor
for this privilege when you send your payment.

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 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.

The Fund assesses a 2% fee on the proceeds of Fund shares that are redeemed (either by
selling or exchanging to another Oppenheimer fund) within 30 days of their purchase.
The redemption fee is paid to the Fund, and is intended to offset the trading costs,
market impact and other costs associated with short-term money movements in and out of
the Fund.  The redemption fee is imposed to the extent that Fund shares redeemed
exceed Fund shares that have been held more than 30 days. For shares of the Fund
acquired by exchange, the holding period prior to the exchange is not considered in
determining whether to apply the redemption fee.

The redemption fee is not imposed on shares: held in certain omnibus accounts,
including retirement plans qualified under Sections 401(a) or 401(k) of the Internal
Revenue Code, Section 403(b)(7) custodial plan accounts, or plans administered as
college savings programs under Section 529 of the Internal Revenue Code, redeemed
under automatic withdrawal plans or pursuant to automatic re-balancing in
OppenheimerFunds Portfolio Builder accounts, redeemed due to death or disability of
the shareholder, or redeemed from accounts for which the dealer, broker or financial
institution of record has entered into an agreement with the Distributor for this
purpose.

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.

HOW DO YOU SELL SHARES BY MAIL? Write a letter of instructions 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 New York Stock 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
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. 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.

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 B 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 B to the
              Statement of Additional Information.

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

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

How to Exchange Shares

Shares of the Fund may be exchanged for shares of certain Oppenheimer funds at net
asset value per share at the time of exchange, without sales charge.  Shares of the
Fund can be purchased by exchange of shares of other Oppenheimer funds on the same
basis.  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 every 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 at 1.800.225.5677, 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 EXCHANGES?  There are certain exchange  policies you should be
aware of:

   o   Shares are normally  redeemed from one fund and purchased  from the other fund in
       the exchange  transaction on the same regular  business day on which the Transfer
       Agent  receives an exchange  request  that  conforms  to the  policies  described
       above.  It must be received by the close of The New York Stock Exchange that day,
       which is  normally  4:00 P.M.  but may be earlier on some days.  However,  either
       fund may delay the purchase of shares of the fund you are  exchanging  into up to
       seven days if it determines it would be disadvantaged by a same day exchange.

   o   The interests of the Fund's long-term  shareholders and its ability to manage its
       investments may be adversely  affected when its shares are repeatedly  bought and
       sold in  response  to  short-term  market  fluctuations--also  known  as  "market
       timing."  When large dollar  amounts are involved,  the Fund may have  difficulty
       implementing long-term investment strategies,  because it cannot predict how much
       cash it will  have to  invest.  Market  timing  also may  force  the Fund to sell
       portfolio  securities at disadvantageous  times to raise the cash needed to buy a
       market  timer's Fund shares.  These factors may hurt the Fund's  performance  and
       its  shareholders.  When the  Manager  believes  frequent  trading  would  have a
       disruptive  effect on the Fund's ability to manage its  investments,  the Manager
       and the  Fund may  reject  purchase  orders  and  exchanges  into the Fund by any
       person, group or account that the Manager believes to be a market timer.

   o   The Fund may amend,  suspend or terminate the exchange privilege at any time. The
       Fund will provide you notice  whenever it is required to do so by applicable law,
       but it may impose changes at any time for emergency purposes.

   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.

   o   The Fund assesses a 2% fee on the proceeds of Fund shares that are redeemed
       (either by selling or exchanging to another Oppenheimer fund) within 30 days of
       their purchase.  Further details are set forth following the first paragraph
       under "How to Sell Shares" in this prospectus.

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.

Effective September 27, 2002, a $12 annual fee will be charged on any account valued
         at less than $500. See the Statement of Additional Information for
         circumstances when this fee will not be charged.

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

Telephone transaction privileges for purchases, redemptions or exchanges may be
       modified, suspended or terminated by the Fund at any time. The Fund will provide
       you notice whenever it is required to do so by applicable law. If an account has
       more than one owner, the Fund and the Transfer Agent may rely on the
       instructions of any one owner. Telephone privileges apply to each owner of the
       account and the dealer representative of record for the account unless the
       Transfer Agent receives cancellation instructions from an owner of the account.

The Transfer Agent will record any telephone calls to verify data concerning
       transactions and has adopted other procedures to confirm that telephone
       instructions are genuine, by requiring callers to provide tax identification
       numbers and other account data or by using PINs, and by confirming such
       transactions in writing. The Transfer Agent and the Fund will not be liable for
       losses or expenses arising out of telephone instructions where 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 (as elected by the shareholder) within seven days after the
       Transfer Agent receives redemption instructions in proper form. However, under
       unusual circumstances determined by the Securities and Exchange Commission,
       payment may be delayed or suspended.  For accounts registered in the name of a
       broker-dealer, payment will normally be forwarded within three business days
       after redemption.

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

"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 policy 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, if any, on an annual basis and to pay those dividends to
shareholders in December on a date selected by the Board of Trustees. Dividends and
distributions paid on 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. 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 ARE YOUR CHOICES 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.

         If more than 50% of the Fund's assets are invested in foreign securities at
the end of any fiscal year, the Fund may elect under the Internal Revenue Code to
permit shareholders to take a credit or deduction on their federal income tax returns
for foreign taxes paid by the Fund.

       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.

Avoid "Buying a Dividend."  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 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 since inception. Certain information reflects financial results
for a single Fund share. The total returns in the table represent the rate that an
investor would have earned (or lost) on an investment in the Fund (assuming
reinvestment of all dividends and distributions). This information has been audited by
KPMG LLP, the Fund's independent auditors, whose report, along with the Fund's
financial statements, is included in the Statement of Additional Information, which is
available on request.


FINANCIAL HIGHLIGHTS



 CLASS A   YEAR ENDED AUGUST 31,                   2002            2001
2000          1999(1)
=========================================================================================================
 PER SHARE OPERATING DATA
---------------------------------------------------------------------------------------------------------


 Net asset value, beginning of period            $ 6.87          $11.28
$10.78           $10.00
---------------------------------------------------------------------------------------------------------
 Income (loss) from investment operations:
 Net investment income (loss)                      (.03)             --
(.06)             .02
 Net realized and unrealized gain (loss)          (1.41)          (4.41)
1.12              .76

-------------------------------------------------------
 Total from investment operations                 (1.44)          (4.41)
1.06              .78
---------------------------------------------------------------------------------------------------------
 Dividends and/or distributions to shareholders:
 Dividends from net investment income                --              --
(.02)              --
 Distributions from net realized gain                --              --
(.43)              --
 Distributions in excess of net realized gain        --              --
(.11)              --

-------------------------------------------------------
 Total dividends and/or distributions
 to shareholders                                     --              --
(.56)              --
---------------------------------------------------------------------------------------------------------
 Net asset value, end of period                  $ 5.43          $ 6.87
$11.28           $10.78

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

=========================================================================================================
 TOTAL RETURN, AT NET ASSET VALUE(2)             (20.96)%        (39.10)%
9.99%            7.80%

=========================================================================================================
 RATIOS/SUPPLEMENTAL DATA
---------------------------------------------------------------------------------------------------------
 Net assets, end of period (in thousands)        $5,842          $6,630
$11,809           $4,347
---------------------------------------------------------------------------------------------------------
 Average net assets (in thousands)               $6,847          $9,051          $
8,366           $3,473
---------------------------------------------------------------------------------------------------------
 Ratios to average net assets:(3)
 Net investment income (loss)                     (0.42)%         (0.06)%
(0.73)%           0.54%
 Expenses                                          2.38%           1.87%
1.94%            1.61%
 Expenses, net of reduction to custodian expenses,
 voluntary waiver of transfer agent fees and
 voluntary waiver of expenses                      2.10%           1.87%
1.92%            1.61%
---------------------------------------------------------------------------------------------------------
 Portfolio turnover rate                            287%            285%
210%              83%


1. For the period from March 1, 1999 (inception of offering) to August 31, 1999.
2. Assumes an investment on the business day before the first day of the fiscal
period (or inception of offering), with all dividends and distributions
reinvested in additional shares on the reinvestment date, and redemption at the
net asset value calculated on the last business day of the fiscal period. Sales
charges are not reflected in the total returns. Total returns are not annualized
for periods of less than one full year.
3. Annualized for periods of less than one full year.










FINANCIAL HIGHLIGHTS  Continued



 CLASS B   YEAR ENDED AUGUST 31,                   2002            2001
2000          1999(1)
=========================================================================================================
 PER SHARE OPERATING DATA
---------------------------------------------------------------------------------------------------------


 Net asset value, beginning of period            $ 6.74          $11.15
$10.73           $10.00
---------------------------------------------------------------------------------------------------------
 Income (loss) from investment operations:
 Net investment loss                               (.09)           (.06)
(.08)            (.03)
 Net realized and unrealized gain (loss)          (1.37)          (4.35)
1.04              .76

--------------------------------------------------------
 Total from investment operations                 (1.46)          (4.41)
.96              .73
---------------------------------------------------------------------------------------------------------
 Dividends and/or distributions to shareholders:
 Dividends from net investment income                --              --
--               --
 Distributions from net realized gain                --              --
(.43)              --
 Distributions in excess of net realized gain        --              --
(.11)              --

--------------------------------------------------------
 Total dividends and/or distributions
 to shareholders                                     --              --
(.54)              --
---------------------------------------------------------------------------------------------------------
 Net asset value, end of period                  $ 5.28          $ 6.74
$11.15           $10.73

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

=========================================================================================================
 TOTAL RETURN, AT NET ASSET VALUE(2)             (21.66)%        (39.55)%
9.09%            7.30%
---------------------------------------------------------------------------------------------------------

=========================================================================================================
 RATIOS/SUPPLEMENTAL DATA
---------------------------------------------------------------------------------------------------------
 Net assets, end of period (in thousands)        $3,836          $5,129
$6,685             $851
---------------------------------------------------------------------------------------------------------
 Average net assets (in thousands)               $5,012          $5,829
$3,954             $401
---------------------------------------------------------------------------------------------------------
 Ratios to average net assets:(3)
 Net investment loss                              (1.21)%         (0.85)%
(1.56)%          (0.87)%
 Expenses                                          3.15%           2.68%
2.77%            2.60%
 Expenses, net of reduction to custodian expenses,
 voluntary waiver of transfer agent fees and
 voluntary waiver of expenses                      2.87%           2.68%
2.75%            2.60%
---------------------------------------------------------------------------------------------------------
 Portfolio turnover rate                            287%            285%
210%              83%


1. For the period from March 1, 1999 (inception of offering) to August 31, 1999.
2. Assumes an investment on the business day before the first day of the fiscal
period (or inception of offering), with all dividends and distributions
reinvested in additional shares on the reinvestment date, and redemption at the
net asset value calculated on the last business day of the fiscal period. Sales
charges are not reflected in the total returns. Total returns are not annualized
for periods of less than one full year.
3. Annualized for periods of less than one full year.











 CLASS C   YEAR ENDED AUGUST 31,                   2002            2001
2000          1999(1)
=========================================================================================================
 PER SHARE OPERATING DATA
---------------------------------------------------------------------------------------------------------


 Net asset value, beginning of period            $ 6.76          $11.20
$10.76           $10.00
---------------------------------------------------------------------------------------------------------
 Income (loss) from investment operations:
 Net investment loss                               (.07)           (.04)
(.08)            (.02)
 Net realized and unrealized gain (loss)          (1.39)          (4.40)
1.06              .78

--------------------------------------------------------
 Total from investment operations                 (1.46)          (4.44)
.98              .76
---------------------------------------------------------------------------------------------------------
 Dividends and/or distributions to shareholders:
 Dividends from net investment income                --              --
--               --
 Distributions from net realized gain                --              --
(.43)              --
 Distributions in excess of net realized gain        --              --
(.11)              --

--------------------------------------------------------
 Total dividends and/or distributions
 to shareholders                                     --              --
(.54)              --
---------------------------------------------------------------------------------------------------------
 Net asset value, end of period                  $ 5.30          $ 6.76
$11.20           $10.76

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

=========================================================================================================
 TOTAL RETURN, AT NET ASSET VALUE(2)             (21.60)%        (39.64)%
9.26%            7.60%
---------------------------------------------------------------------------------------------------------

=========================================================================================================
 RATIOS/SUPPLEMENTAL DATA
---------------------------------------------------------------------------------------------------------
 Net assets, end of period (in thousands)        $1,258          $1,422
$1,413             $133
---------------------------------------------------------------------------------------------------------
 Average net assets (in thousands)               $1,389          $1,823           $
811             $ 52
---------------------------------------------------------------------------------------------------------
 Ratios to average net assets:(3)
 Net investment loss                              (1.30)%         (0.61)%
(1.56)%          (0.82)%
 Expenses                                          3.13%           2.69%
2.77%            2.57%
 Expenses, net of reduction to custodian expenses,
 voluntary waiver of transfer agent fees and
 voluntary waiver of expenses                      2.85%           2.69%
2.75%            2.57%
---------------------------------------------------------------------------------------------------------
 Portfolio turnover rate                            287%            285%
210%             83%


1. For the period from March 1, 1999 (inception of offering) to August 31, 1999.
2. Assumes an investment on the business day before the first day of the fiscal
period (or inception of offering), with all dividends and distributions
reinvested in additional shares on the reinvestment date, and redemption at the
net asset value calculated on the last business day of the fiscal period. Sales
charges are not reflected in the total returns. Total returns are not annualized
for periods of less than one full year.
3. Annualized for periods of less than one full year.







FINANCIAL HIGHLIGHTS  Continued

 CLASS N   YEAR ENDED AUGUST 31,                            2002         2001(1)
================================================================================
 PER SHARE OPERATING DATA
--------------------------------------------------------------------------------
 Net asset value, beginning of period                     $ 6.85         $ 8.21
--------------------------------------------------------------------------------
 Income (loss) from investment operations:
 Net investment income (loss)                               (.03)           .01
 Net realized and unrealized loss                          (1.43)         (1.37)
                                                          ----------------------
 Total from investment operations                          (1.46)         (1.36)
--------------------------------------------------------------------------------
 Dividends and/or distributions to shareholders:
 Dividends from net investment income                         --             --
 Distributions from net realized gain                         --             --
 Distributions in excess of net realized gain                 --             --
                                                          ----------------------
 Total dividends and/or distributions to shareholders         --              --
--------------------------------------------------------------------------------
 Net asset value, end of period                           $ 5.39         $ 6.85
                                                          ======================

================================================================================
 TOTAL RETURN, AT NET ASSET VALUE(2)                      (21.31)%      (16.57)%
--------------------------------------------------------------------------------

================================================================================
 RATIOS/SUPPLEMENTAL DATA
--------------------------------------------------------------------------------
 Net assets, end of period (in thousands)                    $56             $1
--------------------------------------------------------------------------------
 Average net assets (in thousands)                           $76             $1
--------------------------------------------------------------------------------
 Ratios to average net assets:(3)
 Net investment income                                      0.15%          0.20%
 Expenses                                                   2.65%          1.74%
 Expenses, net of reduction to custodian expenses,
 voluntary waiver of transfer agent fees and voluntary
 waiver of expenses                                         2.37%          1.74%
--------------------------------------------------------------------------------
 Portfolio turnover rate                                     287%           285%

1. For the period from March 1, 2001 (inception of offering) to August 31, 2001.
2. Assumes an investment on the business day before the first day of the fiscal
period (or inception of offering), with all dividends and distributions
reinvested in additional shares on the reinvestment date, and redemption at the
net asset value calculated on the last business day of the fiscal period. Sales
charges are not reflected in the total returns. Total returns are not annualized
for periods of less than one full year.
3. Annualized for periods of less than one full year.






 CLASS Y   YEAR ENDED AUGUST 31,                   2002            2001
2000          1999(1)
=========================================================================================================
 PER SHARE OPERATING DATA
---------------------------------------------------------------------------------------------------------


 Net asset value, beginning of period            $ 6.94          $11.32
$10.78           $10.00
---------------------------------------------------------------------------------------------------------
 Income (loss) from investment operations:
 Net investment income (loss)                      (.10)            .03
(.05)             .04
 Net realized and unrealized gain (loss)          (1.32)          (4.41)
1.15              .74

-------------------------------------------------------
 Total from investment operations                 (1.42)          (4.38)
1.10              .78
---------------------------------------------------------------------------------------------------------
 Dividends and/or distributions to shareholders:
 Dividends from net investment income                --              --
(.02)              --
 Distributions from net realized gain                --              --
(.43)              --
 Distributions in excess of net realized gain        --              --
(.11)              --

-------------------------------------------------------
 Total dividends and/or distributions
 to shareholders                                     --              --
(.56)              --
---------------------------------------------------------------------------------------------------------
 Net asset value, end of period                  $ 5.52          $ 6.94
$11.32           $10.78

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

=========================================================================================================
 TOTAL RETURN, AT NET ASSET VALUE(2)             (20.46)%        (38.69)%
10.41%            7.80%
---------------------------------------------------------------------------------------------------------

=========================================================================================================
 RATIOS/SUPPLEMENTAL DATA
---------------------------------------------------------------------------------------------------------
 Net assets, end of period (in thousands)           $68              $1
$1               $1
---------------------------------------------------------------------------------------------------------
 Average net assets (in thousands)                  $12              $1
$1               $1
---------------------------------------------------------------------------------------------------------
 Ratios to average net assets:(3)
 Net investment income (loss)                      0.46%           0.37%
(0.30)%           0.65%
 Expenses                                         19.08%         211.24%(4)
1.51%            1.52%
 Expenses, net of reduction to custodian expenses,
 voluntary waiver of transfer agent fees and
 voluntary waiver of expenses                      1.53%           1.44%
1.49%            1.52%
---------------------------------------------------------------------------------------------------------
 Portfolio turnover rate                            287%            285%
210%             83%


1. For the period from March 1, 1999 (inception of offering) to August 31, 1999.
2. Assumes an investment on the business day before the first day of the fiscal
period (or inception of offering), with all dividends and distributions
reinvested in additional shares on the reinvestment date, and redemption at the
net asset value calculated on the last business day of the fiscal period. Sales
charges are not reflected in the total returns. Total returns are not annualized
for periods of less than one full year.
3. Annualized for periods of less than one full year.
4. Added since August 31, 2001 to reflect expenses before reduction to custodian
expenses and voluntary waiver of transfer agent fees.



INFORMATION AND SERVICES

For More Information on Oppenheimer Europe Fund
The following additional information about the Fund is available without charge upon
request:

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

ANNUAL AND SEMI-ANNUAL REPORTS. Additional information about the Fund's investments
and performance 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:
                                                  CALL.OPP (1.800.225.5677)
------------------------------------------------- --------------------------------------------------------------------
------------------------------------------------- --------------------------------------------------------------------
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
                                                  down-load 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:

The Fund's SEC File No.: 811-09097              [logo] OppenheimerFunds(R)
PR0261.001.1002                                        Distributor, Inc.
Printed on recycled paper.






                               Appendix to Prospectus of
                                Oppenheimer Europe Fund

         Graphic  Material  included  in the  Prospectus  of  Oppenheimer  Europe  Fund:
"Annual Total Return (Class A) (% as of 12/31 each year)":

         A bar chart will be included in the Prospectus of Oppenheimer  Europe Fund (the
"Fund")  depicting  the annual  total  return of a  hypothetical  investment  in Class A
shares  of the Fund for the  calendar  year  ended  12/31/00,  without  deducting  sales
charges. Set forth below is the relevant data point that will appear on the bar chart.

Calendar                   Oppenheimer
Year                       Europe Fund
Ended                      Class A Shares
-----                      --------------

12/31/00                    -23.76%
12/31/01                   -25.87%


                                          OPPENHEIMER EUROPE FUND
                                 Supplement dated January 13, 2003 to the
                                   Statement of Additional Information
                                         Dated October 23, 2002


1. Effective  December 31, 2002, Mr. Leon Levy resigned as a Trustee of the Fund
and Mr. Clayton Yeutter was elected as Chairman of the Board,  effective January
1, 2003.  Therefore,  the  Statement  of  Additional  Information  is revised by
deleting the  biography  for Mr. Levy on page 24 and by adding the  following to
Mr. Yeutter's biography: "Chairman of the Board of Trustees."

2. In the Trustee  compensation  table on page 28, the title of "Chairman" after
Mr.  Levy's  name is  deleted  and the title of  "Chairman"  is added  after Mr.
Yeutter's  name.  In addition,  the  following  footnote is added  following Mr.
Levy's name and following Mr. Yeutter's name:

                 7. Effective January 1, 2003, Clayton Yeutter became
                     Chairman of the Board of Trustees of the Board
                     I Funds upon the retirement of Leon Levy.



January 13, 2003                                             261PX007

 Oppenheimer Europe Fund

6803 South Tucson Way, Englewood, Colorado  80112
1.800.525.7048

Statement of Additional Information dated October 23, 2002

          This  Statement of Additional  Information  is not a Prospectus.  This
     document  contains  additional  information  about the Fund and supplements
     information  in the  Prospectus  dated  October 23, 2002. 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........................    5
     Investment Restrictions...........................................    18
How the Fund is Managed ...............................................    20
     Organization and History..........................................    20
     Trustees and Officers of the Fund.................................    22
     The Manager.........................................................  30
Brokerage Policies of the Fund..........................................   31
Distribution and Service Plans..........................................   33
Performance of the Fund.................................................   37
About Your Account
How To Buy Shares......................................................    42
How To Sell Shares......................................................   53
How To Exchange Shares.................................................    57
Dividends, Capital Gains and Taxes.......................................  61
Additional Information About the Fund....................................  65

Financial Information About the Fund
Independent Auditors' Report.............................................  67
Statement of Assets & Liabilities....................................  68

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







ABOUT THE FUND

Additional Information About the Fund's Investment Policies and Risks

          The investment  objective,  the principal  investment policies and the
     main risks of the Fund are described in the  Prospectus.  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.,  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 Fund's Manager may use in selecting portfolio
securities  will  vary over  time.  The Fund is not  required  to use all of the
investment techniques and strategies described below at all times in seeking its
goal. It may use some of the special  investment  techniques  and  strategies at
some times or not at all.

          |X| Foreign Investing.  "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.  They may be
     traded on  foreign  securities  exchanges  or in  foreign  over-the-counter
     markets. Securities of foreign issuers that are listed on a U.S. securities
     exchanges  or traded in U.S.  over-the-counter  markets are not  considered
     "foreign securities" for the purpose of the Fund's investment  allocations.
     That is because they are not subject to many of the special  considerations
     and risks,  discussed below,  that apply to foreign  securities  traded and
     held abroad.

          Because  the Fund  may  purchase  securities  denominated  in  foreign
     currencies, a change in the value of such foreign currency against the U.S.
     dollar  will  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. Notwithstanding the foregoing, the Fund may invest up to 20% of
     its net assets in the euro for investment purposes.

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

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

          o lack of public  information about foreign issuers;

          o  lack  of  uniform  accounting,  auditing  and  financial  reporting
     standards in foreign  countries  comparable to those applicable to domestic
     issuers;  o less  volume on foreign  exchanges  than on U.S.  exchanges;

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

          o less governmental regulation of foreign issuers, 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.

          A number of current  significant  political  demographic  and economic
     developments may affect investments in foreign securities and in securities
     of companies with operations  overseas.  Such developments include dramatic
     political  changes in government and economic  policies in several  Eastern
     European countries,  Germany and the Republics comprising the former Soviet
     Union,  as well as  unification  of the European  Economic  Community.  The
     course  of any of one or more of  these  events  and the  effect  on  trade
     barriers,  competition  and  markets  for  consumer  goods and  services is
     uncertain. With roughly two-thirds of all outstanding equity securities now
     traded  outside of the United  States the Fund's global scope enables it to
     attempt to take  advantage of other world markets and companies and to seek
     to protect itself against any single economy.

          |_|  European  Stocks and Other Equity  Securities.  The Fund does not
     limit its  investments  in European  equity  securities to issuers having a
     market  capitalization  of a specified  size or range,  and  therefore  may
     invest in securities of small-, mid- and  large-capitalization  issuers. At
     times,  the Fund may focus its equity  investments  in securities of one or
     more capitalization  ranges, based upon the Manager's judgment of where are
     the best market  opportunities 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  is  focusing  on or  has  substantial
     investments  in   smaller-capitalization   companies  at  times  of  market
     volatility,  the Fund's share prices may fluctuate  more than that of funds
     focusing on larger-capitalization issuers.

          In  determining  the European  equity  investments  to be made for the
     Fund,  the  Manager  seeks  to apply a  strategic  investment  policy  that
     provides for the  selection of  securities  that meet certain  quantitative
     standards  determined by the Manager.  The quantitative model considers all
     European  issuers  and  generates  a  proposed   buy/sell  list  of  equity
     securities  without  regard to  specific  geographic  location,  company or
     industry.  The Fund will consider European stocks of closed-end  management
     investment  companies,  the  assets  of which  are  invested  primarily  in
     European stocks, to be securities of European companies.

          |_| Special  Risks of "Emerging  Markets."  Investments  in securities
     traded in "emerging markets" (which are trading markets that are relatively
     new in countries with developing  economies)  involve more risks than other
     foreign  securities.  Emerging markets may have extended settlement periods
     for  securities  transactions  so that  the  Fund  might  not  receive  the
     repayment  of  principal or income on its  investments  on a timely  basis,
     which could affect its net asset  values.  There may be a lack of liquidity
     for  emerging  market  securities.  Interest  rates  and  foreign  currency
     exchange  rates may be more  volatile.  Government  limitations  on foreign
     investments  may be more  likely  to be  imposed  than  in  more  developed
     countries.  Emerging  markets  may  respond  in a more  volatile  manner to
     economic changes than those of more developed countries.

          |_| Eastern European Markets. The Fund may invest in the securities of
     issuers  domiciled  in  Eastern  European  countries.   Investment  in  the
     securities  of  issuers  in  Eastern   European  markets  involves  certain
     additional  risks not involved in  investment  in  securities of issuers in
     more developed  capital  markets,  such as (i) low or non-existent  trading
     volume, resulting in a lack of liquidity and increased volatility in prices
     for such  securities,  as compared to securities  of comparable  issuers in
     more  developed  capital  markets,  (ii)  uncertain  national  policies and
     social,  political and economic instability (including the possibility that
     such countries could revert to a centralist planned government), increasing
     the potential for  expropriation  of assets,  confiscatory  taxation,  high
     rates of inflation or unfavorable diplomatic  developments,  (iii) possible
     fluctuations in exchange  rates,  differing legal systems and the existence
     of possible  imposition of exchange  controls,  custodial  restrictions  or
     other foreign or U.S.  Governmental  laws or  restrictions on investment in
     issuers or industries deemed sensitive to national interests,  and (iv) the
     lack  of  developed  legal   structures   governing   private  and  foreign
     investments and private property.

          |X|  Rights and  Warrants.  The Fund may invest up to 10% of its total
     assets in warrants or rights,  although the Fund does not currently  intend
     to invest more than 5% of its total assets in warrants or rights.  Warrants
     basically  are options to purchase  equity  securities  at specific  prices
     valid for a specific period of time.  Their prices do not necessarily  move
     parallel to the prices of the underlying securities.  Rights are similar to
     warrants,  but normally have a short duration and are distributed  directly
     by the  issuer to its  shareholders.  Rights  and  warrants  have no voting
     rights,  receive no dividends and have no rights with respect to the assets
     of the issuer.

          |X|  Investments  in Bonds,  Other  Debt  Securities  and  Convertible
     Securities.  The Fund is permitted to invest in bonds, debentures and other
     debt securities.  However, as the Fund currently emphasizes  investments in
     equity securities,  such as stocks, the Fund does not anticipate that under
     normal market conditions it will invest more than 5% of its total assets in
     debt securities in the coming year. For temporary  defensive  purposes,  in
     times of adverse market or economic  conditions,  the Fund may invest up to
     100% of its assets in debt securities.  The Fund's debt  investments  would
     include  investment-grade  bonds.  These are bonds  rated at least "Baa" by
     Moody's  Investors  Service,  Inc., at least "BBB" by Standard & Poor's
     Corporation  or  Fitch,   Inc.,  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.

          |X|  U.S.  Government  Securities.   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 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 U.S.  Government
     securities of such agencies and instrumentalities  only when the Manager is
     satisfied  that the credit  risk with  respect to such  instrumentality  is
     minimal.

          |X| Convertible  Securities.  While some convertible  securities are a
     form of debt security,  in many cases their  conversion  feature  (allowing
     conversion  into  equity  securities)  causes  them to be  regarded  by the
     Manager more as "equity  equivalents." As a result,  the rating assigned to
     the security has less impact by the Manager investment decision than in the
     case of non-convertible debt fixed income securities.  To determine whether
     convertible  securities  should be  regarded as "equity  equivalents,"  the
     Manager examines 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.

          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. In
     that case, it will likely sell at a premium over its  conversion  value and
     its price will tend to fluctuate  directly with the price of the underlying
     security.

          |_| 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%. The Fund's portfolio turnover
     rate  will  fluctuate  from  year to year.  The  Fund may have a  portfolio
     turnover  rate of more than 100%  annually.  Increased  portfolio  turnover
     creates  higher  brokerage and  transaction  costs for the Fund,  which may
     reduce its overall  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| 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.
     The Fund  currently  intends to invest no more than 5% of its net assets in
     securities of small, unseasoned issuers.

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

          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,  no  payment is made by the Fund to the
     issuer and no interest  accrues to the Fund from the investment.  No income
     begins  to  accrue  to the Fund on a  when-issued  security  until the Fund
     receives the security at settlement of the trade.

          The Fund will engage in  when-issued  transactions  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.  Their  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  values.  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.

          Portfolio  Turnover.  The Fund does not expect to engage frequently in
     short-term  trading to try to achieve  its  objective.  Portfolio  turnover
     affects  brokerage costs the Fund pays. 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.

          |X| Borrowing.  The Fund has the ability to borrow one-third the value
     of its total assets from banks. The Fund may borrow as a temporary  measure
     for  extraordinary  or emergency  purposes.  The Fund may also borrow on an
     unsecured basis to invest the borrowed funds in portfolio securities.  This
     is a speculative  investment  technique  known as  "leverage"  and the Fund
     currently  does not  contemplate  using it. The Fund may  borrow  only from
     banks. Under current regulatory  requirements,  borrowings can be made 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. Additionally, the Fund's net asset values per share might fluctuate
     more than that of funds that do not borrow.

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

          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 Fund's Board of Trustees from time to
     time.

          The majority of these  transactions  run from day to day, and delivery
     pursuant  to the  resale  typically  occur  within  one to five days of the
     purchase.  Repurchase  agreements  having a maturity  beyond seven days are
     subject to the Fund's limits on holding illiquid investments. The Fund will
     not enter into a repurchase  agreement that causes more than 10% of its net
     assets to be  subject to  repurchase  agreements  having a maturity  beyond
     seven  days.  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 of 1940 (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 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 pledged as
     collateral for repurchase agreements are held by a custodian bank until the
     agreements  mature.  Each joint  repurchase  arrangement  requires that the
     market value of the  collateral be sufficient to cover payments of interest
     and principal;  however,  in the event of default by the other party to the
     agreement, retention of the collateral may be subject to legal proceedings.

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

          |X| Loans of  Portfolio  Securities.  The Fund can lend its  portfolio
     securities to certain types of eligible  borrowers approved by the Board of
     Trustees.  It may do so to try to  provide  income  or to  raise  cash  for
     liquidity  purposes.  These  loans are  limited to not more than 25% of the
     value of the Fund's total assets.  There are some risks in connection  with
     securities  lending.  The  Fund  might  experience  a  delay  in  receiving
     additional  collateral  to  secure a loan,  or a delay in  recovery  of the
     loaned securities. The Fund presently does not intend to engage in loans of
     securities in the coming year.

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

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

          |X| Hedging.  Although the Fund does not  anticipate the extensive use
     of hedging instruments, the Fund can use hedging instruments. 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, the Fund could:

|_| sell futures contracts,

|_| buy puts on such futures or on securities, or

|_| write covered calls on securities or futures. Covered calls may also be used
for liquidity purposes, but the Manager does not expect to engage extensively in
that practice.

          The Fund can 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:

|_| buy  futures,  or

|_| buy  calls  on such  futures  or on securities.

          The Fund is not obligated to use hedging  instruments,  even though it
     is permitted to use them in the Manager's  discretion,  as described below.
     The Fund's  strategy of hedging with futures and options on futures will be
     incidental to the Fund's  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.

          |_| Futures.  The Fund can buy and sell futures  contracts that relate
     to

          (1) broadly-based stock indices (these are referred to as "stock index
     futures")

          (2) bond indices (these are referred to as "bond index futures"),

          (3)  debt  securities   (these  are  referred  to  as  "interest  rate
     futures"),  and

          (4) foreign currencies (these are referred to as "forward contracts").

          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.  Bond index  futures  are  similar
     contracts  based on the  future  value of the  basket  of  securities  that
     comprise the index. These contracts obligate the seller to deliver, and the
     purchaser  to take,  cash to settle the  futures  transaction.  There is no
     delivery  made  of  the   underlying   securities  to  settle  the  futures
     obligation.  Either party may also settle the  transaction by entering into
     an offsetting contract.

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

          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.

          |_| 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 other types of futures described above.

          |_| Writing  Covered Call Options.  The Fund can write (that is, sell)
     covered 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 a specified  multiple that  determines  the
     total value of the call for each point of  difference.  If the value of the
     underlying investment does not rise above the call price, it is likely that
     the call will lapse without being  exercised.  In that case, the Fund would
     keep the cash premium.

          The Fund's custodian bank, or a securities  depository  acting for the
     custodian bank, 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.

          When the Fund writes an over-the-counter ("OTC") option, it will enter
     into an arrangement with a primary U.S. Government  securities dealer which
     will  establish  a formula  price at which the Fund will have the  absolute
     right to repurchase  that OTC option.  The formula price 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  segregating
     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.

          |_| 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  deposit in escrow  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 segregated 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.

          |_| 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.

          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.

          |_| Buying and Selling 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 held
     in a segregated  account by its custodian bank) 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 maintaining  cash,  U.S.  Government  securities or other liquid,
     high grade debt  securities in an amount equal to the exercise price of the
     option, in a segregated account with the Fund's custodian bank.

          |_| 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 portfolio  turnover 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 may 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.

          |_| 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 limits
     its exposure in foreign currency exchange contracts in a particular foreign
     currency  to the amount of its assets  denominated  in that  currency  or a
     closely-correlated  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
     to its custodian  bank 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.  As one alternative,  the Fund may purchase a
     call option  permitting the Fund to purchase the amount of foreign currency
     being  hedged  by a forward  sale  contract  at a price no higher  than the
     forward contract price. As another alternative, the Fund may purchase a put
     option  permitting the Fund to sell the amount of foreign  currency subject
     to a  forward  purchase  contract  at a price  as high or  higher  than the
     forward contact price.

          The precise  matching of the amounts under  forward  contracts and the
     value of the securities involved generally will not be possible because the
     future value of securities denominated in foreign currencies will change as
     a consequence of market movements  between the date the forward contract is
     entered  into and the date it is sold.  In some  cases  the  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  varies with
     factors such as the currencies involved,  the length of the contract period
     and the market  conditions then prevailing.  Because forward  contracts are
     usually entered into on a principal basis, no brokerage fees or commissions
     are involved.  Because these  contracts are not traded on an exchange,  the
     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.

          |_| Regulatory Aspects of Hedging Instruments.  When using futures and
     options  on  futures,  the  Fund is  required  to  operate  within  certain
     guidelines  and  restrictions  with  respect  to  the  use  of  futures  as
     established by the Commodities  Futures Trading Commission (the "CFTC"). In
     particular,  the  Fund is  exempted  from  registration  with the CFTC as a
     "commodity  pool  operator" if the Fund complies with the  requirements  of
     Rule 4.5 adopted by the CFTC. The Rule does not limit the percentage of the
     Fund's  assets  that may be used for  futures  margin and  related  options
     premiums for a bona fide hedging  position.  However,  under the Rule,  the
     Fund must limit its aggregate  initial  futures margin and related  options
     premiums  to not  more  than  5% of  the  Fund's  net  assets  for  hedging
     strategies that are not considered bona fide hedging  strategies  under the
     Rule.  Under the Rule,  the Fund must also use short futures and options on
     futures solely for bona fide hedging purposes within the meaning and intent
     of the applicable provisions of the Commodity Exchange Act.

          Transactions  in  options  by the  Fund  are  subject  to  limitations
     established by the option exchanges. The exchanges limit the maximum number
     of options  that may be written  or held by a single  investor  or group of
     investors  acting in concert.  Those limits apply regardless of whether the
     options were written or purchased on the same or different exchanges or are
     held in one or more accounts or through one or more different  exchanges or
     through one or more brokers.  Thus, the number of options that the Fund may
     write or hold may be affected by options written or held by other entities,
     including other  investment  companies  having the same 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 the Investment Company Act, when the Fund purchases a future, it
     must maintain cash or readily marketable  short-term debt instruments in an
     amount equal to the market value of the  securities  underlying the future,
     less the margin deposit  applicable to it. The account must be a segregated
     account or accounts held by the Fund's custodian bank.

          |_| 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.

          |_| Temporary Defensive Investments. These can include (i) obligations
     issued  or   guaranteed   by  the  U.S.   Government,   its   agencies   or
     instrumentalities;  (ii) commercial  paper rated in the highest category by
     an  established  rating  organization;  (iii)  certificates  of  deposit or
     bankers'  acceptances  of domestic banks with assets of $1 billion or more;
     (iv)  any of the  foregoing  securities  that  mature  in one  year or less
     (generally known as "cash  equivalents");  (v) other  short-term  corporate
     debt obligations; and (vi) repurchase agreements.

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  Trustees  can  change  non-fundamental  policies  without
     shareholder approval.  However,  significant changes to investment policies
     will be  described  in  supplements  or updates to the  Prospectus  or this
     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  or if it would  then own  more  than 10% of that  issuer's
     voting  securities.  This  limitation  applies to 75% of the  Fund's  total
     assets.  The  limit  does  not  apply  to  securities  issued  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.  However,  the Fund is not  prohibited
     from engaging in repurchase transactions nor from making loans of portfolio
     securities.

          |_| The Fund  cannot  concentrate  investments.  That  means it cannot
     invest  25% or more of its total  assets in any single  industry.  However,
     there is no limitation on investments in U.S. Government securities.

          |_| The Fund  cannot  invest in real  estate or in  interests  in real
     estate.  However,  the Fund can purchase securities of issuers holding real
     estate or interests  in real estate  (including  securities  of real estate
     investment trusts).

          |_| 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 cannot  borrow  money in excess of one-third of the value
     of its total  assets.  The Fund can borrow  only from  banks.  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 otherwise encumber,  transfer
     or assign any of its assets to secure a debt.  Collateral  arrangements for
     premium and margin payments in connection with hedging  instruments are not
     deemed to be a pledge of assets.

          |X| Non-Fundamental  Investment Restrictions.  The following operating
     policies of the Fund are not  fundamental  policies  and,  as such,  may be
     changed  by vote of a  majority  of the Fund's  Board of  Trustees  without
     shareholder approval. These additional restrictions provide that:

          |_| The Fund cannot purchase securities on margin.  However,  the Fund
     can make margin deposits when using hedging instruments permitted by any of
     its other policies.

          |_| The Fund cannot  invest in companies  for the purpose of acquiring
     control or management those companies.

          |_| The  Fund  cannot  invest  or hold  securities  of any  issuer  if
     officers and trustees of the Fund or the 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.

          As a matter of non-fundamental policy, the Fund also may invest all of
     its assets in the  securities of a single  open-end  management  investment
     company for which the Manager or one of its  subsidiaries or a successor is
     advisor or sub-advisor,  notwithstanding  any other fundamental  investment
     policy  or  limitation.  The  Fund is  permitted  by this  policy  (but not
     required) to adopt a "master-feeder"  structure in which the Fund and other
     "feeder"  funds would invest all of their assets in a single pooled "master
     fund" in an effort to take  advantage of potential  efficiencies.  The Fund
     has no present intention of adopting a "master-feeder"  structure. The Fund
     would seek approval of its Board of Trustees, and update its Prospectus and
     this   Statement   of   Additional   Information,   prior  to   adopting  a
     "master-feeder" structure.

          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 with the exception of
     the  borrowing  policy.  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 A to this  Statement of Additional  Information.  This is
     not a fundamental policy.

How the Fund is Managed

Organization  and  History.  The  Fund  was  organized  in  November  1998  as a
Massachusetts  business trust. The Fund is an open-end,  diversified  management
investment  company with an unlimited number of authorized  shares of beneficial
interest.

          The Fund is governed by a Board of Trustees,  which is responsible for
     protecting  the  interests of  shareholders  under  Massachusetts  law. The
     Trustees  meet  periodically  throughout  the year to  oversee  the  Fund's
     activities,  review its performance, and review the actions of the Manager.
     Although  the  Fund  will  not  normally   hold  annual   meetings  of  its
     shareholders,  it may  hold  shareholder  meetings  from  time  to  time on
     important  matters,  and  shareholders  have the right to call a meeting to
     remove  a  Trustee  or  to  take  other  action  described  in  the  Fund's
     Declaration of Trust.

          Classes of Shares.  The Trustees are authorized,  without  shareholder
     approval,  to create new series and  classes of shares.  The  Trustees  may
     reclassify unissued shares of the Fund into additional series or classes of
     shares.  The Trustees 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.

          Meetings of Shareholders.  As a Massachusetts business trust, the Fund
     is not required to hold, and does not plan to hold, regular annual meetings
     of shareholders.  The Fund will hold meetings when required to do so by the
     Investment  Company Act or other  applicable law. It will also do so when a
     shareholder meeting is called by the Trustees or upon proper request of the
     shareholders.

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

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

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

Board of Trustees and Oversight  Committees.  The Fund is governed by a Board of
Trustees,  which is responsible  for  protecting  the interests of  shareholders
under  Massachusetts law. The Trustees meet periodically  throughout the year to
oversee the Fund's activities, review its performance, and review the actions of
the Manager.  Although the Fund will not  normally  hold annual  meetings of its
shareholders,  it may hold  shareholder  meetings from time to time on important
matters,  and shareholders  have the right to call a meeting to remove a Trustee
or to take other action described in the Fund's Declaration of Trust.

          The Board of Trustees has an Audit Committee,  a Study Committee and a
     Proxy  Committee.  The members of the Audit  Committee are Kenneth  Randall
     (Chairman),  Benjamin  Lipstein and Edward Regan.  The Audit Committee held
     five  meetings  during the Fund's  fiscal year ended August 31,  2002.  The
     Audit  Committee  provides  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  auditor 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 members of the Study Committee are Benjamin  Lipstein  (Chairman),
     Robert Galli and Elizabeth Moynihan.  The Study Committee held six meetings
     during the Fund's  fiscal year ended August 31, 2002.  The Study  Committee
     evaluates and reports to the Board on the Fund's contractual  arrangements,
     including the Investment Advisory and Distribution Agreements, transfer and
     shareholder  service  agreements  and  custodian  agreements as well as the
     policies and  procedures  adopted by the Fund to comply with the Investment
     Company Act and other  applicable  law,  among other duties as set forth in
     the Committee's charter.

          The  members  of the Proxy  Committee  are  Edward  Regan  (Chairman),
     Russell Reynolds and Clayton Yeutter.  The Proxy Committee held one meeting
     during the Fund's  fiscal year ended August 31, 2002.  The Proxy  Committee
     provides the Board with recommendations for proxy voting and monitors proxy
     voting by the Fund.

Trustees and Officers of the Fund.  Except for Mr. Murphy,  each of the Trustees
is an independent trustee of the Fund ("Independent  Trustee"). Mr. Murphy is an
"Interested Trustee," because he is affiliated with the Manager by virtue of his
positions as an officer and director of the Manager, and as a shareholder of its
parent company.

          The Fund's  Trustees and officers  and their  positions  held with the
     Fund  and  length  of  service  in such  position(s)  and  their  principal
     occupations and business affiliations during the past five years are listed
     in the chart below.  The  information  for the Trustees  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 funds overseen by the
     Trustees.  All of the  Trustees  are  also  trustees  or  directors  of the
     following  publicly  offered  Oppenheimer  funds  (referred  to as "Board I
     Funds"):

Oppenheimer California Municipal Fund      Oppenheimer International Growth Fund
Oppenheimer Capital Appreciation Fund      Oppenheimer International Small Company Fund
Oppenheimer Capital Preservation Fund      Oppenheimer Money Market Fund, Inc.
Oppenheimer Developing Markets Fund        Oppenheimer Multiple Strategies Fund
Oppenheimer Discovery Fund                 Oppenheimer Multi-Sector Income Trust
Oppenheimer Emerging Growth Fund           Oppenheimer Multi-State Municipal Trust
Oppenheimer Emerging Technologies Fund     Oppenheimer Municipal Bond Fund
Oppenheimer Enterprise Fund                Oppenheimer New York Municipal Fund
Oppenheimer Europe Fund                    Oppenheimer Series Fund, Inc.
Oppenheimer Global Fund                    Oppenheimer Trinity Core Fund
Oppenheimer Global Growth &
           Income Fund                     Oppenheimer Trinity Large Cap Growth Fund
Oppenheimer Gold & Special Minerals
               Fund                        Oppenheimer Trinity Value Fund
Oppenheimer Growth Fund                    Oppenheimer U.S. Government Trust

          In addition  to being a trustee or director of the Board I Funds,  Mr.
     Galli  is  also  a  director  or  trustee  of 10  other  portfolios  in the
     OppenheimerFunds complex. Present or former officers,  directors,  trustees
     and employees (and their immediate family members) of the Fund, the Manager
     and its  affiliates,  and  retirement  plans  established by them for their
     employees  are  permitted  to  purchase  Class A shares of the Fund and the
     other Oppenheimer funds at net asset value without sales charge.  The sales
     charges on Class A shares is waived for that group because of the economies
     of sales efforts realized by the Distributor.

          Messrs. Murphy,  Masterson,  Molleur,  Vottiero,  Wixted and Zack, and
     Mses.  Bechtolt,  Feld and Ives and respectively hold the same offices with
     one or more of the other  Board I Funds as with the Fund.  As of  September
     26, 2002 the Trustees 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 plan for employees of the Manager,  other
     than the shares  beneficially  owned under the plan by the  officers of the
     Fund listed above. In addition,  each Independent  Trustee,  and his or her
     family members,  do not own securities of either the Manager or Distributor
     of the Board I Funds or any  person  directly  or  indirectly  controlling,
     controlled by or under common control with the Manager or Distributor.

|X| Affiliated  Transactions and Material Business  Relationships.  Mr. Reynolds
has reported he has a  controlling  interest in The  Directorship  Search Group,
Inc. ("The Directorship Search Group"), a director recruiting firm that provided
consulting  services to  Massachusetts  Mutual  Life  Insurance  Company  (which
controls the Manager) for fees aggregating $110,000 from January 1, 2000 through
December 31, 2001, an amount representing less than 5% of the annual revenues of
The Directorship Search Group, Inc. Mr. Reynolds estimates that The Directorship
Search Group will bill Massachusetts  Mutual Life Insurance Company $150,000 for
services to be provided during the calendar year 2002.

          The Independent  Trustees have  unanimously  (except for Mr. Reynolds,
     who  abstained)  determined  that the consulting  arrangements  between The
     Directorship  Search Group,  Inc. and  Massachusetts  Mutual Life Insurance
     Company were not material business or professional relationships that would
     compromise Mr. Reynolds' status as an Independent Trustee.  Nonetheless, to
     assure  certainty  as to  determinations  of the Board and the  Independent
     Trustees as to matters upon which the  Investment  Company Act or the rules
     thereunder  require  approval by a majority of  Independent  Trustees,  Mr.
     Reynolds will not be counted for purposes of  determining  whether a quorum
     of  Independent  Trustees was present or whether a majority of  Independent
     Trustees approved the matter.

The  address  of  each  Trustee  in the  chart  below  is 6803  S.  Tucson  Way,
Centennial, CO 80112-3924. Each Trustee serves for an indefinite term, until his
or her resignation, retirement, death or removal.

---------------------------------------------------------------------------------------------------------------------------
                                                   Independent Trustees
---------------------------------------------------------------------------------------------------------------------------
-------------------------- --------------------------------------------------------------- --------------- ----------------
Name, Address, Age,        Principal   Occupation(s)   During   Past  5   Years  /  Other   Dollar Range      Aggregate
                                                                                                            Dollar Range
                                                                                                              of Shares
                                                                                                            Beneficially
                                                                                                            Owned in any
                                                                                             of Shares         of the
Position(s) Held with                                                                       Beneficially     Oppenheimer
Fund and Length of         Trusteeships/Directorships   Held  by   Trustee  /  Number  of   Owned in the   Funds Overseen
Service                    Portfolios in Fund Complex Currently Overseen by Trustee             Fund         by Trustee
-------------------------- --------------------------------------------------------------- --------------- ----------------
-------------------------- --------------------------------------------------------------- --------------------------------
                                                                                               As of December 31, 2001
-------------------------- --------------------------------------------------------------- --------------------------------
-------------------------- --------------------------------------------------------------- --------------- ----------------
Leon Levy, Chairman of     General  Partner  (since  1982)  of  Odyssey  Partners,   L.P.        $0             None
the Board of Trustees      (investment  partnership)  and  Chairman  of the Board  (since
Trustee since 1959         1981) of Avatar  Holdings,  Inc.  (real  estate  development).
Age: 76                    Oversees 31 portfolios in the OppenheimerFunds complex.
-------------------------- --------------------------------------------------------------- --------------- ----------------
-------------------------- --------------------------------------------------------------- --------------- ----------------
Robert G. Galli,           A trustee or director  of other  Oppenheimer  funds.  Formerly        $0         Over $100,000
Trustee since 1993         Vice  Chairman  (October  1995-December  1997) of the Manager.
Age: 69                    Oversees 41 portfolios in the OppenheimerFunds complex.
-------------------------- --------------------------------------------------------------- --------------- ----------------
-------------------------- --------------------------------------------------------------- --------------- ----------------
Phillip A. Griffiths,      The  Director  (since  1991)  of the  Institute  for  Advanced        $0         Over $100,000
Trustee since 1999         Study, Princeton,  N.J., director (since 2001) of GSI Lumonics
Age: 63                    and a  member  of the  National  Academy  of  Sciences  (since
                           1979);   formerly  (in  descending   chronological   order)  a
                           director of Bankers Trust  Corporation,  Provost and Professor
                           of  Mathematics  at Duke  University,  a director  of Research
                           Triangle  Institute,   Raleigh,   N.C.,  and  a  Professor  of
                           Mathematics at Harvard  University.  Oversees 31 portfolios in
                           the OppenheimerFunds complex.
-------------------------- --------------------------------------------------------------- --------------- ----------------
-------------------------- --------------------------------------------------------------- --------------- ----------------
Benjamin Lipstein,         Professor  Emeritus of  Marketing,  Stern  Graduate  School of        $0         Over $100,000
Trustee since 1974         Business  Administration,  New York  University.  Oversees  31
Age: 79                    portfolios in the OppenheimerFunds complex.
-------------------------- --------------------------------------------------------------- --------------- ----------------
-------------------------- --------------------------------------------------------------- --------------- ----------------
Joel W. Motley,            Director (January 2002-present), Columbia Equity Financial      None1                None1
Trustee since 2002         Corp. (privately-held financial adviser); Managing Director
Age: 50                    (January 2002-present), Carmona Motley, Inc. (privately-held
                           financial adviser); Formerly he held the following positions:
                           Managing Director (January 1998-December 2001), Carmona
                           Motley Hoffman Inc. (privately-held financial adviser);
                           Managing Director (January 1992-December 1997), Carmona
                           Motley & Co. (privately-held financial adviser). Oversees 31
                           portfolios in the OppenheimerFunds complex.
-------------------------- --------------------------------------------------------------- --------------- ----------------
-------------------------- --------------------------------------------------------------- --------------- ----------------
Elizabeth B. Moynihan,     Author  and  architectural  historian;  a trustee of the Freer
Trustee since 1992         Gallery  of Art and  Arthur M.  Sackler  Gallery  (Smithsonian
Age: 72                    Institute),  Trustees Council of the National Building Museum;
                           a member of the Trustees Council,  Preservation  League of New        $0        $50,001-$100,000
                           York State.  Oversees 31  portfolios  in the  OppenheimerFunds
                           complex.
-------------------------- --------------------------------------------------------------- --------------- ----------------
-------------------------- --------------------------------------------------------------- --------------- ----------------
Kenneth A. Randall,        A director  of  Dominion  Resources,  Inc.  (electric  utility        $0         Over $100,000
Trustee since 1980         holding   company)  and  Prime  Retail,   Inc.   (real  estate
Age: 75                    investment  trust);  formerly a director of  Dominion  Energy,
                           Inc.  (electric  power and oil & gas producer),  President and
                           Chief  Executive   Officer  of  The  Conference   Board,  Inc.
                           (international  economic and business research) and a director
                           of Lumbermens  Mutual  Casualty  Company,  American  Motorists
                           Insurance Company and American  Manufacturers Mutual Insurance
                           Company.   Oversees  31  portfolios  in  the  OppenheimerFunds
                           complex.
-------------------------- --------------------------------------------------------------- --------------- ----------------
-------------------------- --------------------------------------------------------------- --------------- ----------------
Edward V. Regan,           President,  Baruch College,  CUNY; a director of RBAsset (real    $1-10,000     $50,001-$100,000
Trustee since 1993         estate manager);  a director of OffitBank;  formerly  Trustee,
Age: 72                    Financial  Accounting   Foundation  (FASB  and  GASB),  Senior
                           Fellow of  Jerome  Levy  Economics  Institute,  Bard  College,
                           Chairman of Municipal  Assistance  Corporation for the City of
                           New York, New York State  Comptroller  and Trustee of New York
                           State  and  Local  Retirement  Fund.  Oversees  31  investment
                           companies in the OppenheimerFunds complex.
-------------------------- --------------------------------------------------------------- --------------- ----------------
-------------------------- --------------------------------------------------------------- --------------- ----------------
Russell S. Reynolds, Jr.,  Chairman (since 1993) of The Directorship  Search Group,  Inc.        $0        $10,001-$50,000
Trustee since 1989         (corporate governance consulting and executive recruiting);  a
Age: 70                    life trustee of International  House  (non-profit  educational
                           organization),  and a trustee  (since  1996) of the  Greenwich
                           Historical   Society.    Oversees   31   portfolios   in   the
                           OppenheimerFunds complex.
-------------------------- --------------------------------------------------------------- --------------- ----------------
-------------------------- --------------------------------------------------------------- --------------- ----------------
Donald W. Spiro, Vice      Chairman   Emeritus  (since  January  1991)  of  the  Manager.        $0         Over $100,000
Chairman of the Board of
Trustees,                  Formerly  a  director   (January   1969-August  1999)  of  the
Trustee since 1985         Manager.   Oversees  31  portfolios  in  the  OppenheimerFunds
Age: 76                    complex.
-------------------------- --------------------------------------------------------------- --------------- ----------------
-------------------------- --------------------------------------------------------------- --------------- ----------------
Clayton K. Yeutter,        Of Counsel (since 1993),  Hogan & Hartson (a law firm).  Other        $0        $50,001-$100,000
Trustee since 1991         directorships:    Caterpillar,    Inc.    (since   1993)   and
Age: 71                    Weyerhaeuser  Co. (since 1999).  Oversees 31 portfolios in the
                           OppenheimerFunds complex.
-------------------------- --------------------------------------------------------------- --------------- ----------------

         The address of Mr. Murphy in the chart below is 498 Seventh Avenue, New York, NY 10018. Mr.
Murphy serves for an indefinite term, until his resignation, death or removal.









---------------------------------------------------------------------------------------------------------------------------
                                              Interested Trustee and Officer
---------------------------------------------------------------------------------------------------------------------------
-------------------------- --------------------------------------------------------------- --------------- ----------------
Name, Address, Age,        Principal   Occupation(s)   During   Past  5   Years  /  Other   Dollar Range      Aggregate
                                                                                                            Dollar Range
                                                                                                              of Shares
                                                                                             of Shares      Owned in any
Position(s) Held with                                                                       Beneficially       of the
Fund and Length of         Trusteeships/Directorships   Held  by   Trustee  /  Number  of   Owned in the     Oppenheimer
Service                    Portfolios in Fund Complex Currently Overseen by Trustee             Fund            Funds
-------------------------- --------------------------------------------------------------- --------------- ----------------
-------------------------- --------------------------------------------------------------- --------------------------------
                                                                                               As of December 31, 2001
-------------------------- --------------------------------------------------------------- --------------------------------
-------------------------- --------------------------------------------------------------- --------------- ----------------
John V. Murphy,            Chairman,  Chief  Executive  Officer and director  (since June
President and Trustee,     2001) and  President  (since  September  2000) of the Manager;        $0         Over $100,000
Trustee since October      President  and a  director  or  trustee  of other  Oppenheimer
2001                       funds;   President  and  a  director   (since  July  2001)  of
Age: 53                    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  investment
                           advisory  subsidiaries of the Manager: OFI Institutional Asset
                           Management,  Inc. and Centennial Asset Management  Corporation
                           (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.;
                           a  director  (since  November  2001)  of  Trinity   Investment
                           Management  Corp.  and  Tremont  Advisers,   Inc.  (Investment
                           advisory affiliates of the Manager);  Executive Vice President
                           (since February 1997) of  Massachusetts  Mutual Life Insurance
                           Company (the  Manager's  parent  company);  a director  (since
                           June 1995) of DBL  Acquisition  Corporation;  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  69  portfolios  in  the  OppenheimerFunds
                           complex.
-------------------------- --------------------------------------------------------------- --------------- ----------------

       The address of the Officers in the chart below is as follows: Messrs. Molleur and Zack and Ms.
Feld is 498 Seventh Avenue, New York, NY 10018, Messrs. Masterson, Vottiero and Wixted and Ms. Ives is
6803 S. Tucson Way, Centennial, CO 80112-3924. Each Officer serves for an annual term or until his or
her resignation, death or removal.

---------------------------------------------------------------------------------------------------------------------------
                                                   Officers of the Fund
---------------------------------------------------------------------------------------------------------------------------
---------------------------------- ----------------------------------------------------------------------------------------
Name, Address, Age, Position(s)    Principal Occupation(s) During Past 5 Years
Held with Fund and Length of
Service
---------------------------------- ----------------------------------------------------------------------------------------
---------------------------------- ----------------------------------------------------------------------------------------
Brian W. Wixted,                   Senior Vice  President  and  Treasurer  (since  March 1999) of the  Manager;  Treasurer
Treasurer, Principal Financial     (since March 1999) of HarbourView Asset Management  Corporation,  Shareholder Services,
and Accounting Officer (since      Inc.,  Oppenheimer Real Asset Management  Corporation,  Shareholder Financial Services,
April 1999)                        Inc.,  Oppenheimer  Partnership  Holdings,  Inc., OFI Private Investments,  Inc. (since
Age: 42                            March 2000),  OppenheimerFunds  International Ltd. and Oppenheimer Millennium Funds plc
                                   (since May 2000) and OFI  Institutional  Asset  Management,  Inc. (since November 2000)
                                   (offshore fund management  subsidiaries of the Manager);  Treasurer and Chief Financial
                                   Officer  (since May 2000) of Oppenheimer  Trust Company (a trust company  subsidiary of
                                   the Manager);  Assistant Treasurer (since March 1999) of Oppenheimer  Acquisition Corp.
                                   and  OppenheimerFunds  Legacy Program (since April 2000);  formerly Principal and Chief
                                   Operating Officer (March 1995-March 1999),  Bankers Trust  Company-Mutual Fund Services
                                   Division. An officer of 85 portfolios in the OppenheimerFunds complex.
---------------------------------- ----------------------------------------------------------------------------------------
---------------------------------- ----------------------------------------------------------------------------------------
Philip Vottiero,                   Vice  President/Fund  Accounting  of the  Manager  (since  March  2002;  formerly  Vice
Assistant Treasurer (since         President/Corporate  Accounting of the Manager (July 1999-March 2002) prior to which he
August 15, 2002)                   was Chief Financial Officer at Sovlink  Corporation  (April 1996-June 1999). An officer
Age: 39                            of 72 portfolios in the OppenheimerFunds complex.
---------------------------------- ----------------------------------------------------------------------------------------
---------------------------------- ----------------------------------------------------------------------------------------
Robert G. Zack,                    Senior Vice President  (since May 1985) and General  Counsel  (since  February 2002) of
Secretary (since November 1,       the Manager;  General Counsel and a director (since November 2001) of  OppenheimerFunds
2001)                              Distributor,  Inc.;  Senior Vice President and General Counsel (since November 2001) of
Age: 54                            HarbourView  Asset  Management  Corporation;  Vice  President  and  a  director  (since
                                   November  2000) of  Oppenheimer  Partnership  Holdings,  Inc.;  Senior Vice  President,
                                   General  Counsel and a director (since  November 2001) of Shareholder  Services,  Inc.,
                                   Shareholder Financial Services, Inc., OFI Private Investments,  Inc., Oppenheimer Trust
                                   Company and OFI Institutional  Asset Management,  Inc.; General Counsel (since November
                                   2001) of Centennial Asset Management  Corporation;  a director (since November 2001) of
                                   Oppenheimer  Real Asset  Management,  Inc.;  Assistant  Secretary and a director (since
                                   November 2001) of  OppenheimerFunds  International Ltd.; Vice President (since November
                                   2001)  of  OppenheimerFunds   Legacy  Program;   Secretary  (since  November  2001)  of
                                   Oppenheimer  Acquisition Corp.; formerly 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); OppenheimerFunds  International
                                   Ltd. and Oppenheimer  Millennium Funds plc (October  1997-November 2001). An officer of
                                   85 portfolios in the OppenheimerFunds complex.
---------------------------------- ----------------------------------------------------------------------------------------
---------------------------------- ----------------------------------------------------------------------------------------
Philip T. Masterson,               Vice President and Assistant Counsel of the Manager (since July 1998); formerly, an
Assistant Secretary
(since August 15, 2002)            associate with Davis, Graham, & Stubbs LLP (January 1997-June 1998). An officer of 72
Age: 38                            portfolios in the OppenheimerFunds complex.
---------------------------------- ----------------------------------------------------------------------------------------
---------------------------------- ----------------------------------------------------------------------------------------
Denis R. Molleur,                  Vice  President and Senior  Counsel of the Manager  (since July 1999);  formerly a Vice
Assistant Secretary
(since November 1, 2001)           President and Associate Counsel of the Manager  (September  1995-July 1999). An officer
Age: 44                            of 82 portfolios in the OppenheimerFunds complex.
---------------------------------- ----------------------------------------------------------------------------------------
---------------------------------- ----------------------------------------------------------------------------------------
Katherine P. Feld,                 Vice  President and Senior  Counsel  (since July 1999) of the Manager;  Vice  President
Assistant Secretary                (since June 1990) of OppenheimerFunds  Distributor,  Inc.; Director, Vice President and
(since November 1, 2001)           Assistant Secretary (since June 1999) of Centennial Asset Management Corporation;  Vice
Age: 44                            President  (since 1997) of  Oppenheimer  Real Asset  Management,  Inc.;  formerly  Vice
                                   President and Associate  Counsel of the Manager (June 1990-July 1999). An officer of 85
                                   portfolios in the OppenheimerFunds complex.
---------------------------------- ----------------------------------------------------------------------------------------
---------------------------------- ----------------------------------------------------------------------------------------
Kathleen T. Ives,                  Vice President and Assistant  Counsel (since June 1998) of the Manager;  Vice President
Assistant Secretary                (since 1999) of  OppenheimerFunds  Distributor,  Inc.;  Vice  President  and  Assistant
(since November 1, 2001)           Secretary  (since 1999) of  Shareholder  Services,  Inc.;  Assistant  Secretary  (since
Age: 36                            December 2001) of OppenheimerFunds  Legacy Program and Shareholder  Financial Services,
                                   Inc.;  formerly  Assistant Vice President and Assistant  Counsel of the Manager (August
                                   1997-June  1998);  Assistant  Counsel of the  Manager  (August  1994-August  1997).  An
                                   officer of 85 portfolios in the OppenheimerFunds complex.
---------------------------------- ----------------------------------------------------------------------------------------

         Remuneration of Trustees. The officers of the Fund and one of the Trustees of the Fund (Mr.
Murphy) who are affiliated with the Manager receive no salary or fee from the Fund. The remaining
Trustees of the Fund received the compensation shown below.  The compensation from the Fund was paid
during its fiscal year ended August 31, 2002.  The compensation from all of the Board I funds (including
the Fund) was received as a director, trustee or member of a committee of the Board during the calendar
year 2001.

===============================================================================================================================
                                  As of Fiscal Year Ended 8/31/02                      As of December 31, 2001



Trustee     Name    and    Other    Fund     Position(s)     (as     applicable)
--------------------------------------------------------------------------------------------------
Estimated Total Compensation Annual From All Retirement  Retirement  Oppenheimer
Benefits  Benefits Paid at Funds For Which Aggregate  Accrued as Retirement from
Individual   Serves   Compensation   Part  of  Fund   all   Board  I  Funds   As
Trustee/Director    from    Fund1    Expenses    (33    funds)2    (33    Funds)
===========================
===============================================================================================================================
Leon       Levy       $66       $16       $137,560       $173,700       Chairman
-------------------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------------------
Robert  G.  $40  $47   $32,7662   $202,8863   Galli   Study   Committee   Member
-------------------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------------------
Phillip         Griffiths         $234        $12         $6,803         $54,889
-------------------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------
Benjamin $57 $0 $118,911  $150,152  Lipstein  Study  Committee  Chairman,  Audit
Committee                                                                 Member
-------------------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------
Joel          W.          Motley6          $0          $0          $0         $0
-------------------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------------------
Elizabeth  B.  Moynihan  $40  $61  $52,348   $105,760  Study  Committee   Member
-------------------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------------------
Kenneth  A.  $37  $37  $76,827   $97,012   Randall  Audit   Committee   Chairman
-------------------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------------------
Edward $37 $65 $42,748 $95,960 Regan Proxy Committee  Chairman,  Audit Committee
Member
-------------------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------------------
Russell  S.  Reynolds,  Jr.  $27 $40  $46,197  $71,792  Proxy  Committee  Member
-------------------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------------------
Donald          Spiro          $28          $15          $3,625          $64,080
-------------------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------------------
Clayton  K.  $275  $31  $31,982   $71,792   Yeutter   Proxy   Committee   Member
===============================================================================================================================
1. Aggregate compensation from the Fund includes fees and deferred compensation,
if any.

2.  Estimated  annual  retirement  benefits  paid at  retirement  is  based on a
straight life payment plan election.  The amount for Mr. Galli includes  $14,818
for serving as a trustee or director of 10 Oppenheimer  funds that are not Board
I Funds.

3.  Includes  $97,126  for Mr.  Galli for  serving as trustee or  director of 10
Oppenheimer funds that are not Board I Funds.

4.  Aggregate  compensation  from the Fund includes $23 deferred  under Deferred
Compensation Plan described below.

5.  Aggregate  compensation  from the Fund includes $7 deferred  under  Deferred
Compensation Plan described below.

6.  Elected to the Board on October 10, 2002 and  therefore  did not receive any
compensation.

          |X|  Retirement  Plan for Trustees.  The Fund has adopted a retirement
     plan that provides for payments to retired Trustees. Payments are up to 80%
     of the average  compensation  paid during a Trustee's five years of service
     in which the highest  compensation  was  received.  A Trustee must serve as
     trustee  for any of the New  York-based  Oppenheimer  funds for at least 15
     years to be eligible for the maximum  payment.  Each  Trustee's  retirement
     benefits will depend on the amount of the Trustee's future compensation and
     length of service.

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

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

          |X| Major Shareholders. As of September 26, 2002, the only persons who
     owned of record  or who were  known by the Fund to own  beneficially  5% or
     more of the Fund's outstanding Class A, Class B, Class C, Class N and Class
     Y shares were:

Charles Schwab & Co. Inc., Special Custody Account for the exclusive benefit
of  customers,  Attn:  Mutual  Funds,  101  Montgomery  Street,  San  Francisco,
California  94104-4122,  which owned  171,961.874 Class A shares (15.81% Class A
shares then outstanding).

RPSS TR IRA FBO George J Ferguson,  635 Sunnyslope  Road,  Elm Grove,  Wisconsin
53122-2463,  which owned  6,976.676 Class N shares (49.07% of the Class N shares
then outstanding).

Donaldson Lufkin Jenrette  Securities  Corporation  Inc., P. O. Box 2052, Jersey
City, New Jersey 07303-9998, which owned 1,816.508 Class N shares (12.77% of the
Class N shares then outstanding).

RPSS TR  ROLLOVER  IRA FBO Faye L.  Phillips,  1801  Vista  Del Oro,  Fullerton,
California 92831-1331,  which owned 1,130.905 Class N shares (7.95% of the Class
N shares then outstanding).

RPSS TR ROLLOVER IRA FBO Paul E. Kirschner,  1608 Viewcrest Circle,  Burnsville,
Minnesota 55306-5387,  which owned 2,620.896 Class N shares (18.43% of the Class
N shares then outstanding).

Persumma  Financial  Services  Mass Mutual  Financial  Group,  1295 State Street
#N328,  Springfield,  Massachusetts  01111-0001,  which owned  7,353.711 Class N
shares (98.65% of the Class N shares then outstanding).

The Manager.  The Manager is  wholly-owned by Oppenheimer  Acquisition  Corp., a
holding company controlled by Massachusetts Mutual Life Insurance Company.

          |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 Securities  and Exchange  Commission 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.

          |_| The Investment Advisory Agreement. The Manager provides investment
     advisory and management  services to the Fund under an investment  advisory
     agreement between the Manager and the Fund. The Manager selects  securities
     for the Fund's portfolio and handles its day-to-day business. The agreement
     requires the Manager,  at its  expense,  to provide the Fund with  adequate
     office space,  facilities  and  equipment.  It also requires the Manager to
     provide and supervise the  activities  of all  administrative  and clerical
     personnel required to provide effective  administration for the Fund. Those
     responsibilities  include the  compilation  and maintenance of records with
     respect to its operations, the preparation and filing of specified reports,
     and  composition  of  proxy  materials  and  registration   statements  for
     continuous public sale of shares of the Fund.

          The Fund pays expenses not expressly  assumed by the Manager under the
     advisory agreement.  The advisory agreement lists examples of expenses paid
     by the Fund.  The major  categories  relate to interest,  taxes,  brokerage
     commissions,  fees to certain Trustees, legal and audit expenses, custodian
     bank 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.


               Fiscal Year                   Management Fee Paid to
               Ended 8/31                   OppenheimerFunds, Inc.
            --------------------------- --------------------------------------
            --------------------------- ---------------------------------------
                2000                             $104,783
                2001                             $133,645
                2002                             $106,734


          The  investment  advisory  agreement  states  that in the  absence  of
     willful misfeasance,  bad faith, gross negligence in the performance of its
     duties or  reckless  disregard  of its  obligations  and  duties  under the
     investment advisory  agreement,  the Manager is not liable for any loss the
     Fund sustains for any investment, adoption of any investment policy, or the
     purchase, sale or retention of any security.

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

Brokerage Policies of the Fund

Brokerage Provisions of the Investment Advisory Agreement.  One of the duties of
the Manager under the investment  advisory agreement is to arrange the portfolio
transactions for the Fund. The advisory agreement contains  provisions  relating
to the employment of broker-dealers to effect the Fund's portfolio transactions.
The Manager is  authorized by the advisory  agreement to employ  broker-dealers,
including  "affiliated"  brokers,  as that  term is  defined  in the  Investment
Company Act. The Manager may employ broker-dealers, that the Managers 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
Trustees.

          Under the  investment  advisory  agreement,  the  Manager  may  select
     brokers (other than  affiliates)  that provide  brokerage  and/or  research
     services for the Fund and/or the other  accounts  over which the Manager or
     its affiliates have  investment  discretion.  The commissions  paid to such
     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.   Subject  to  those
     considerations,  as a factor in selecting  brokers for the Fund's portfolio
     transactions, the Manager may also consider sales of shares of the Fund and
     other investment  companies for which the Manager or an affiliate serves as
     investment advisor.

Brokerage Practices Followed by the Manager. The Manager allocates brokerage for
the Fund 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  Manager's  portfolio
managers. 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. In an option  transaction,
     the Fund  ordinarily  uses the same broker for the  purchase or sale of the
     option and any transaction in the securities to which the option relates.

          Other funds advised by the Manager have investment policies similar to
     those  of the  Fund.  Those  other  funds  may  purchase  or sell  the same
     securities as the Fund at the same time as the Fund, which could affect the
     supply and price of the  securities.  If two or more  funds  advised by the
     Manager  purchase  the same  security on the same day from the same dealer,
     the  transactions  under those combined orders are averaged as to price and
     allocated in accordance  with the purchase or sale orders  actually  placed
     for each account.

          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  the 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  Manager  and  its  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
     Board of Trustees  permits the Manager to use  concessions  on  fixed-price
     offerings to obtain research, in the same manner as is permitted for agency
     transactions.

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

          The  research  services  provided  by brokers  broadens  the scope and
     supplements 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.


Fiscal Year Ended 8/31:      Total Brokerage Commissions Paid by the Fund 1

     2000                                                  $144,706

     2001                                                  $198,521

     2002                                                  $138,1212

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

2. In the fiscal  year ended  8/31/02,  the amount of  transactions  directed to
brokers for research  services was $1,174,364 and the amount of the  commissions
paid to broker-dealers for those services was $2,346.

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 shares of the Fund's  Class A, Class B, Class C, Class N and Class Y
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. Expenses normally attributable to sales are
borne by the  Distributor.  Class N shares were not publicly  offered during the
periods shown below.

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

Fiscal          Aggregate     Class A       Concessions    Concessions     Concessions      Concessions
Year            Front-End     Front-End     on Class A     on Class B      on Class C        on Class N
Ended           Sales Charges  Sales        Shares         Shares          Shares           Shares
8/31:          on Class A     Charges       Advanced       Advanced        Advanced         Advanced
               Shares         Retained by    by            by              by               by
                              Distributor 1 Distributor 2  Distributor 2   Distributor 2    Distributor 2

2000             $81,976      $24,750      $5,233          $126,129        $8,653            N/A


2001             $58,326      $21,747      $2,477           $67,090       $23,052           None3

2002             $25,507      $12,154       $422            $32,732       $6,903            $134

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

2. The Distributor  advances concession payments to 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.  Because Class B shares convert to Class A shares
72 months after purchase,  the  "life-of-class"  return for Class B uses Class A
performance for the period after conversion.

3. The inception date of Class N shares was March 1, 2001.

--------------- ----------------------- ----------------------- ------------------------ -----------------------
Fiscal    Year  Class A Contingent      Class B Contingent      Class C Contingent       Class N Contingent
                Deferred Sales          Deferred Sales                                   Deferred Sales
Ended 8/31      Charges Retained by     Charges Retained by     Deferred Sales Charges   Charges Retained by
                Distributor             Distributor             Retained by Distributor  Distributor
--------------- ----------------------- ----------------------- ------------------------ -----------------------
--------------- ----------------------- ----------------------- ------------------------ -----------------------
     2001                None                  $18,231                  $1,873                    None
--------------- ----------------------- ----------------------- ------------------------ -----------------------
--------------- ----------------------- ----------------------- ------------------------ -----------------------
     2002                $56                    $8,886                   $149                     None
--------------- ----------------------- ----------------------- ------------------------ -----------------------

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  reimburses the  Distributor  for all or a portion of its costs incurred in
connection  with  the  distribution  and/or  servicing  of  the  shares  of  the
particular class.

     Each plan has been approved by a vote of the Board of Trustees, including a
majority of the Independent Trustees2

     Under the plans,  the  Manager  and the  Distributor  may make  payments to
affiliates  and in their sole  discretion,  from time to time, may use their own
resources (at no direct cost to the Fund) to make  payments to brokers,  dealers
or other financial  institutions for distribution  and  administrative  services
they perform.  The Manager may use its profits from the advisory fee it receives
from the Fund. In their sole  discretion,  the  Distributor  and the Manager may
increase or decrease the amount of payments  they make from their own  resources
to plan recipients.

     Unless a plan is  terminated  as  described  below,  the plan  continues in
effect  from  year to year but only if the  Fund's  Board  of  Trustees  and its
Independent  Trustees  specifically  vote  annually to approve its  continuance.
Approval must be by a vote cast in person at a meeting called for the purpose of
voting on continuing the plan.

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

     While the plans are in effect,  the  Treasurer  of the Fund  shall  provide
separate  written  reports  on the  plans  to the  Board  of  Trustees  at least
quarterly  for its review.  The Reports  shall detail the amount of all payments
made under a plan and the purpose for which the payments were made.  The reports
on the  Class B plan and  Class C plan  shall  also  include  the  Distributor's
distribution  costs for that quarter and such costs for previous  fiscal periods
that have been  carried  forward.  Those  reports  are subject to the review and
approval of the Independent Trustees.

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

     Under the plans for a class,  no payment  will be made to any  recipient in
any  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 Trustees.  The Board of Trustees has set no minimum amount of assets
to qualify for payments under the plans.

     |_| Class A  Service  Plan  Fees.  Under  the  Class A  service  plan,  the
Distributor  currently  uses the fees it receives  from the Fund to pay brokers,
dealers and other financial  institutions (they are referred to as "recipients")
for personal  services and account  maintenance  services they provide for their
customers who hold Class A shares. The services include, among others, answering
customer  inquiries about the Fund,  assisting in  establishing  and maintaining
accounts in the Fund, making the Fund's investment plans available and providing
other  services  at the  request  of the Fund or the  Distributor.  The  Class A
service plan permits  reimbursements to the Distributor at a rate of up to 0.25%
of average  annual  net assets of Class A shares.  The Board has set the rate at
that  level.  While the plan  permits  the Board to  authorize  payments  to the
Distributor  to reimburse  itself for services under the plan, the Board has not
yet done so. The Distributor  makes payments to 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.  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.  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  August 31,  2002,  payments  under the Plan for
Class A shares  totaled  $16,455,  all of which was paid by the  Distributor  to
recipients.  That included $1,957 paid to an affiliate of the  Distributor.  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  the Class A Plan to pay any of its  interest  expenses,
carrying charges, or other financial costs, or allocation of overhead.

     |_| Class B, Class C and Class N Service and Distribution  Plan Fees. Under
each plan, service fees and distribution 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.  The Class B, Class C and Class N
plans provide 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.

     The Class B, Class C and the Class N Plans permit 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 the shares are  purchased.  After the first year shares
are outstanding,  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  advanced  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.

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

     The Distributor  retains the asset-based sales charge on Class B shares 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 and/or  Class N
service fee and the asset-based  sales charge to the dealer quarterly in lieu of
paying the sales concessions and service fee in advance at the time of purchase.

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

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

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

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

     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.

     When Class B, Class C or Class N shares are sold without the designation of
a   broker-dealer,   the   Distributor  is   automatically   designated  as  the
broker-dealer of record. In those cases, the Distributor retains the service fee
and asset-based sales charge paid on Class B, Class C and Class N shares.

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

  -----------------------------------------------------------------------------------------------------------------
                     Distribution Fees Paid to the Distributor in the Fiscal Year Ended 8/31/02
  -----------------------------------------------------------------------------------------------------------------
                                                                       Distributor's            Distributor's
                                                                         Aggregate              Unreimbursed
                                 Total              Amount              Unreimbursed            Expenses as %
                               Payments           Retained by             Expenses              of Net Assets
  Class                       Under Plan          Distributor            Under Plan               of Class
  ------------------------ ------------------ -------------------- ----------------------- ------------------------
  ------------------------ ------------------ -------------------- ----------------------- ------------------------
  Class B Plan                  $50,160            $40,0821               $155,744                  4.06%
  ------------------------ ------------------ -------------------- ----------------------- ------------------------
  ------------------------ ------------------ -------------------- ----------------------- ------------------------
  Class C Plan                  $13,899             $4,9822               $55,457                   4.41%
  ------------------------ ------------------ -------------------- ----------------------- ------------------------
  ------------------------ ------------------ -------------------- ----------------------- ------------------------
  Class N Plan                   $379                $433                   None                     0%
  ------------------------ ------------------ -------------------- ----------------------- ------------------------
1.     Includes $973 paid to an affiliate of the Distributor's parent company.
2.     Includes $154 paid to an affiliate of the Distributor's parent company.

     All  payments  under the Class B, Class C and Class N plans are  subject to
the  limitations  imposed by the Conduct  Rules of the 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  1.800.525.7048
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 Securities and Exchange  Commission.  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.
Those returns must be shown for the 1-, 5-, and 10-year  periods (or the life of
the class, if less) ending as of the most recently ended calendar  quarter prior
to the publication of the advertisement (or its submission for publication).

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:

|_| 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.

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

|_| The  Fund's  performance  returns  do not  reflect  the  effect  of taxes on
dividends and capital gains distributions.

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

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

|_| 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  debt  investments,  the  types  of
investments the Fund holds, and its operating expenses that are allocated to the
particular class.


                   The Fund's Total Returns for the Periods Ended 08/31/02
                  Cumulative Total                Average Annual Total Returns
                      Returns
                      10 Years                    1-Year       5-Year
                 (or life of class)                           (or life of class)
Class Of
Shares

              After Sales    Without   After Sales     Without    After Sales  Without Sales
                 Charge       Sales       Charge    Sales Charge     Charge        Charge
                             Charge                     (NAV)
                 (MOP)        (NAV)       (MOP)                      (MOP)         (NAV)
----------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------
Class A1        -46.20%      -42.92%     -25.51%       -20.96%      -16.23%       -14.80%
----------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------
Class B2        -46.15%      -44.57%     -25.58%       -21.66%      -16.21%       -15.51%
----------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------
Class C3        -44.37%      -44.37%     -22.38%       -21.60%      -15.43%       -15.43%
----------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------
Class N4        -35.01%      -34.35%     -22.10%       -21.31%      -24.97%       -24.46%
----------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------
Class Y5        -41.96%      -41.96%     -20.46%       -20.46%      -14.40%       -14.40%
----------------------------------------------------------------------------------------------
           1. Inception of Class A: 3/1/99
           2. Inception of Class B: 3/1/99
           3. Inception of Class C: 3/1/99
           4. Inception of Class N: 3/1/01
           5. Inception of Class Y: 3/1/99

--------------------------------------------------------------------------------------
        Average Annual Total Returns for Class A Shares (After Sales Charge)
                           For the Periods Ended 8/31/021
--------------------------------------------------------------------------------------
------------------------------------------ --------------------- ---------------------
                                                  1-Year                5-Year
                                                                  (or life of class)
------------------------------------------ --------------------- ---------------------
------------------------------------------ --------------------- ---------------------
After Taxes on Distributions                     -25.51%               -16.70%
------------------------------------------ --------------------- ---------------------
------------------------------------------ --------------------- ---------------------
After Taxes on Distributions and                 -15.53%               -12.43%
Redemption of Fund Shares
------------------------------------------ --------------------- ---------------------
1.       Inception date of Class A: 3/1/99

     |X| Total Return Information.  There are different types of "total returns"
to measure  the  Fund's  performance.  Total  return is the change in value of a
hypothetical  investment  in the Fund  over a given  period,  assuming  that all
dividends and capital gains  distributions  are reinvested in additional  shares
and that  the  investment  is  redeemed  at the end of the  period.  Because  of
differences  in expenses  for each class of shares,  the total  returns for each
class are separately  measured.  The cumulative total return measures the change
in value over the entire period (for example, 10 years). An average annual total
return  shows the  average  rate of return for each year in a period  that would
produce the  cumulative  total return over the entire period.  However,  average
annual total returns do not show actual year-by-year performance.  The Fund uses
standardized  calculations  for its total  returns as prescribed by the SEC. The
methodology is discussed below.

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



     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") (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 and
life-of-class  periods  as  applicable.  There is no sales  charge  for  Class Y
shares.

     |_| 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:

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


     |_|  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     1/n     - 1=  Average Annual Total Return (After Taxes on Distributions and Redemptions)
-----
  P


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


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

     |_| Total  Returns at Net Asset Value.  From time to time the Fund may also
quote a  cumulative  or an average  annual  total  return  "at net asset  value"
(without  deducting  sales  charges)  for 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.

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.

     |_| Lipper Rankings.  From time to time the Fund may publish the ranking of
the  performance  of  its  classes  of  shares  by  Lipper,  Inc.  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  based  on  investment   styles.   The
performance of the Fund is ranked by Lipper  against all other  European  region
funds. 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.

     |_|  Morningstar  Rankings.  From  time to time the Fund  may  publish  the
ranking  and/or  star  rating of the  performance  of its  classes  of shares by
Morningstar,  Inc., an independent mutual fund monitoring  service.  Morningstar
rates and ranks  mutual funds in broad  investment  categories:  domestic  stock
funds,  international stock funds,  taxable bond funds and municipal bond funds.
The Fund is ranked among international stock funds.

     Morningstar  proprietary  star rankings  reflect  historical  risk-adjusted
total  investment  return.  For  each  fund  with  at  least a  3-year  history,
Morningstar  calculates a Morningstar  RatingTM metric each month by subtracting
the return on a 90-day U.S. Treasury Bill from the fund's  load-adjusted  return
for the same period, and then adjusting this excess return for risk. The top 10%
of funds in each broad asset  class  receive 5 stars,  the next 22.5%  receive 4
stars,  the next 35% receive 3 stars,  the next 22.5%  receive two stars and the
bottom 10% receive 1 star. The Overall  Morningstar Rating for a fund is derived
from a weighted  average of the performance  figures  associated with its 3-, 5-
and 10-year (if applicable) Morningstar Ratings metrics.

     The Fund may also compare its total  return  ranking to that of other funds
in its Morningstar category, in addition to its star ratings. Those total return
rankings  are  percentages  from one percent to one hundred  percent and are not
risk adjusted. For example, if a fund is in the 94th percentile, that means that
94% of the funds in the same category performed better than it did.

     |_|   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 Class A, Class B or Class C 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 prices are not guaranteed or insured by the FDIC or any
other agency and will fluctuate daily, while bank depository  obligations may be
insured  by the  FDIC  and may  provide  fixed  rates of  return.  Repayment  of
principal  and payment of interest on Treasury  securities is backed by the full
faith and credit of the U.S. Government.

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

     From  time to time the Fund may  include  in its  advertisements  and sales
literature the total return  performance of a  hypothetical  investment  account
that  includes  shares of the Fund and other  Oppenheimer  funds.  The  combined
account may be part of an illustration of an asset  allocation  model or similar
presentation.  The account  performance may combine total return  performance of
the Fund and the total return performance of other Oppenheimer funds included in
the account.  Additionally,  from time to time,  the Fund's  advertisements  and
sales  literature  may  include,  for  illustrative  or  comparative   purposes,
statistical  data or other  information  about  general or  specific  market and
economic  conditions.  That may include,  for example,  o information  about the
performance of certain  securities or  commodities  markets or segments of those
markets,  o  information  about the  performance  of the economies of particular
countries  or  regions,  o the  earnings  of  companies  included in segments of
particular industries,  sectors, securities markets, countries or regions, o the
availability  of different  types of  securities or offerings of  securities,  o
information  relating  to the gross  national or gross  domestic  product of the
United States or other  countries or regions,  o comparisons  of various  market
sectors or indices to demonstrate performance, risk, or other characteristics of
the Fund.

ABOUT YOUR ACCOUNT

How to Buy Shares

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

AccountLink.  When shares are purchased through AccountLink,  each purchase must
be at least $25.  Effective  November 1, 2002,  for any new Asset  Builder Plan,
each purchase through  AccountLink  must be at least $50 and  shareholders  must
invest at least $500 before an Asset  Builder Plan can be  established  on  a
new account.  Accounts  established prior to November 1, 2001 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 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 B to this
Statement of Additional  Information because the Distributor or dealer or broker
incurs little or no selling expenses.

     |_| Right of Accumulation. To qualify for the lower sales charge rates that
apply to  larger  purchases  of Class A  shares,  you and  your  spouse  can add
together:

o  Class A and  Class  B  shares  you  purchase  for  your  individual  accounts
(including IRAs and 403(b) plans),  or for your joint accounts,  or for trust or
custodial accounts on behalf of your children who are minors, and

o  Current  purchases  of  Class A and  Class B shares  of the  Fund  and  other
Oppenheimer  funds to reduce  the sales  charge  rate that  applies  to  current
purchases of Class A shares, and

o Class A and  Class B shares of  Oppenheimer  funds  you  previously  purchased
subject to an initial or  contingent  deferred  sales charge to reduce the sales
charge rate for current  purchases  of Class A shares,  provided  that you still
hold your investment in one of the Oppenheimer funds.

     A fiduciary  can count all shares  purchased  for a trust,  estate or other
fiduciary  account  (including  one or more  employee  benefit plans of the same
employer) that has multiple  accounts.  The  Distributor  will add the value, at
current offering price, of the shares you previously purchased and currently own
to the value of  current  purchases  to  determine  the sales  charge  rate that
applies. The reduced sales charge will apply only to current purchases. You must
request it when you buy shares.

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

Oppenheimer Bond Fund                                         Oppenheimer Municipal Bond Fund
Oppenheimer California Municipal Fund                         Oppenheimer New York Municipal Fund
Oppenheimer Capital Appreciation Fund                         Oppenheimer New Jersey Municipal Fund
Oppenheimer Capital Preservation Fund                         Oppenheimer Pennsylvania Municipal Fund
Oppenheimer Capital Income Fund                               Oppenheimer Quest Balanced Value Fund
Oppenheimer Champion Income Fund                              Oppenheimer Quest Capital Value Fund, Inc.
Oppenheimer Concentrated Growth Fund                          Oppenheimer Quest Global Value Fund, Inc.
Oppenheimer Convertible Securities Fund                       Oppenheimer Quest Opportunity Value Fund
Oppenheimer Developing Markets Fund                           Oppenheimer Quest Value Fund, Inc.
Oppenheimer Disciplined Allocation Fund                       Oppenheimer Real Asset Fund
Oppenheimer Discovery Fund                                    Oppenheimer Rochester National Municipals Fund
Oppenheimer Emerging Growth Fund                              Oppenheimer Senior Floating Rate Fund
Oppenheimer Emerging Technologies Fund                        Oppenheimer Small Cap Value Fund
Oppenheimer Enterprise Fund                                   Oppenheimer Special Value Fund
Oppenheimer Europe Fund                                       Oppenheimer Strategic Income Fund
Oppenheimer Global Fund                                       Oppenheimer Total Return Fund, Inc.
Oppenheimer Global Growth & Income Fund                       Oppenheimer Trinity Core Fund
Oppenheimer Gold & Special Minerals Fund                      Oppenheimer Trinity Large Cap Growth Fund
Oppenheimer Growth Fund                                       Oppenheimer Trinity Value Fund
Oppenheimer High Yield Fund                                   Oppenheimer U.S. Government Trust
Oppenheimer Intermediate Municipal Fund                       Oppenheimer Value Fund
Oppenheimer International Bond Fund                           Limited-Term New York Municipal Fund
Oppenheimer International Growth Fund                         Rochester Fund Municipals
Oppenheimer International Small Company Fund                  OSM1- Gartmore Millennium Growth Fund II
Oppenheimer Limited-Term Government Fund                      OSM1 - Jennison Growth Fund
Oppenheimer Main Street Growth & Income Fund                  OSM1 - Mercury Advisors S&P 500 Index
Oppenheimer Main Street Opportunity Fund                      OSM1 - Mercury Advisors Focus Growth Fund
Oppenheimer Main Street Small Cap Fund                        OSM1 - QM Active Balanced Fund
Oppenheimer MidCap Fund                                       OSM1 - Salomon Brothers All Cap Fund
Oppenheimer Multiple Strategies Fund
and the following money market funds:

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

1 - "OSM" stands for Oppenheimer Select Managers

     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,  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  of Intent do not  consider
Class C or Class N shares you purchase or may have purchased.

     A Letter of Intent 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 of
Intent 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 of
Intent  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 of Intent. 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 of Intent.

     If the total eligible  purchases made during the Letter of Intent 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 of Intent 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 of Intent.  If the intended  purchase amount under a Letter
of Intent  entered  into by an  OppenheimerFunds  prototype  401(k)  plan is not
purchased by the plan by the end of the Letter of Intent  period,  there will be
no adjustment of commissions 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 of Intent period
will be deducted.  It is the  responsibility  of the dealer of record and/or the
investor  to advise the  Distributor  about the Letter in placing  any  purchase
orders  for the  investor  during  the  Letter  of  Intent  period.  All of such
purchases must be made through the Distributor.

         |_| 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 of  Intent  period,  the  escrowed  shares  will be
promptly released to the investor.

     3. If,  at the end of the  13-month  Letter  of  Intent  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.  To establish an Asset Builder Plan to buy shares  directly
from a bank  account,  you must  enclose a check  (the  minimum  is $25) for the
initial purchase with your application. Currently, the minimum investment is $25
to establish an Asset  Builder Plan,  and will remain at $25 for those  accounts
established  prior to  November  1, 2002.  However,  as  described  above  under
"AccountLink," for Asset Builder Plans established on or after November 1, 2002,
the minimum  investment  for new Asset  Builder Plans will increase to $50, each
purchase must be at least $50 and shareholders  must invest at least $500 before
an Asset Builder Plan can be established. 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 charge or at reduced  sales charge  rates,  as
described in Appendix B 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 $3 million in assets (other than assets invested in money
market funds) invested in applicable  investments,  then the retirement plan may
purchase only Class B shares of the Oppenheimer  funds.  Any retirement plans in
that  category  that  currently  invest  in Class B shares of the Fund will have
their  Class B shares  converted  to Class A shares of the Fund when the  plan's
applicable  investments  reach $5 million.  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 any order in the amount of $500,000 or more
for  Class B shares  or $1  million  or more for  Class C shares  on behalf of a
single investor (not including dealer "street name" or omnibus  accounts).  That
is because  generally it will be more advantageous for that investor to purchase
Class A shares of the Fund.

|X| 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.

     |_| Class B Conversion.  Under current interpretation of applicable federal
tax law by the Internal  Revenue  Service,  the  conversion of Class B shares to
Class A shares  after  six  years is not  treated  as a  taxable  event  for the
shareholder.  If those  laws,  or the IRS  interpretation  of those laws  should
change, the automatic  conversions  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 direct rollovers from OppenheimerFunds-sponsored  Pinnacle and Ascender
retirement plans,

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

o        to all trustee-to-trustee IRA transfers,

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

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

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

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

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

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.

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

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

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

Account Fees. As stated in the Prospectus,  effective  September 27, 2002, a $12
annual fee will be charge on any account valued at less than $500. This fee will
not be charged for:

o Accounts  that have  balances  below $500 due to the  automatic  conversion of
shares from Class B to Class A shares;

o Accounts  with an active  Asset  Builder  Plan,  payroll  deduction  plan or a
military allotment plan;

o   OppenheimerFunds-sponsored   group  retirement   accounts  that  are  making
continuing purchases;

o Certain  accounts  held by  broker-dealers  through  the  National  Securities
Clearing Corporation; and

o Accounts that fall below the $500 threshold due solely to market  fluctuations
within the 12-month period preceding the date the fee is deducted.

The first  annual  fee will be  charged  on or about  September  27,  2002,  and
annually  thereafter  on or about the second to last  business day of September.
This annual fee will be waived for any  shareholders  who elect to access  their
account documents through electronic document delivery rather than in paper copy
and who elect to utilize the Internet or PhoneLink as their  primary  source for
their  general   servicing  needs.  To  sign  up  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.


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 New York Stock  Exchange  ("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, Presidents' Day, Martin Luther King, Jr. 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 New York Stock 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 New York  Stock  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.

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

     |_|  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.

     |_| 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 Trustees, or

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

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

     |_| 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
Trustees  or  obtained  by the  Manager  from two  active  market  makers in the
security on the basis of reasonable inquiry.

     |_| 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
Trustees  or  obtained  by the  Manager  from two  active  market  makers in the
security on the basis of reasonable inquiry:

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

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

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

     |_| 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 has a remaining maturity of 397 days or less.

     |_|   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  Trustees.  The pricing  service may use  "matrix"  comparisons  to the
prices for comparable  instruments on the basis of quality,  yield and maturity.
Other  special  factors may be involved  (such as the  tax-exempt  status of the
interest paid by municipal securities). The Manager will monitor the accuracy of
the pricing  services.  That  monitoring may include  comparing  prices used for
portfolio valuation to actual sales prices of selected securities.

     The closing  prices in the 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 Trustees or by the Manager.  If there
were no sales  that day,  they  shall be  valued  at the last sale  price on the
preceding  trading  day if it is  within  the  spread of the  closing  "bid" and
"asked" prices on the principal  exchange 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.

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

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

     |_| 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 Trustees of the Fund may determine  that it would be detrimental to the
best  interests of the remaining  shareholders  of the Fund to make payment of a
redemption  order wholly or partly in cash.  In that case,  the Fund may pay the
redemption  proceeds in whole or in part by a  distribution  "in kind" of liquid
securities from the portfolio of the Fund, in lieu of cash.

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

Involuntary Redemptions. The Fund's Board of Trustees has the right to cause the
involuntary  redemption  of the shares held in any account if the  aggregate net
asset value of those shares is less than $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 New York Stock
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 B to this Statement of
Additional Information)

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

     |_| 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 $25.  Effective  November 1,
2002,  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.

     |_| 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.

     To use shares held under the Plan as collateral  for a debt, the Planholder
may  request  issuance  of a portion of the shares in  certificated  form.  Upon
written  request from the  Planholder,  the Transfer  Agent will  determine  the
number of shares  for which a  certificate  may be issued  without  causing  the
withdrawal checks to stop.  However,  should such  uncertificated  shares become
exhausted, Plan withdrawals will terminate.

     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 at 1.800.525.7048. o All of the Oppenheimer
funds currently offer Class A, B, C, N and Y with the following exceptions:  The
following  funds  only  offer  Class A shares:  Centennial  America  Fund,  L.P.
Centennial Tax Exempt Trust Centennial  California Tax Exempt Trust  Oppenheimer
Concentrated  Growth Fund Centennial  Government Trust  Oppenheimer Money Market
Fund, Inc. Centennial Money Market Trust Oppenheimer Real Estate Fund Centennial
New York Tax Exempt Trust Oppenheimer Special Value Fund

         The following funds do not offer Class N shares:
         Oppenheimer California Municipal Fund                     Oppenheimer Pennsylvania Municipal Fund
         Oppenheimer Intermediate Municipal Fund                   Oppenheimer Rochester National Municipals
         Oppenheimer Municipal Bond Fund                           Rochester Fund Municipals
         Oppenheimer New Jersey Municipal Fund                     Oppenheimer Senior Floating Rate Fund
         Oppenheimer New York Municipal Fund                       Limited Term New York Municipal Fund

         The following funds do not offer Class Y shares:
         Oppenheimer California Municipal Fund                     Oppenheimer Intermediate Municipal Fund
         Oppenheimer Capital Income Fund                           Oppenheimer New Jersey Municipal Fund
         Oppenheimer Cash Reserves                                 Oppenheimer New York Municipal Fund
         Oppenheimer Champion Income Fund                          Oppenheimer Pennsylvania Municipal Fund
         Oppenheimer Convertible Securities Fund                   Oppenheimer Rochester National Municipals
         Oppenheimer Disciplined Allocation Fund                   Oppenheimer Senior Floating Rate Fund
         Oppenheimer Gold & Special Minerals Fund                  Oppenheimer Small Cap Value Fund
         Oppenheimer International Small Company Fund              Limited Term New York Municipal Fund

     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 Class X shares of Limited Term New York  Municipal  Fund may be exchanged
only for Class B shares of other  Oppenheimer funds and no exchanges may be made
to Class X 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 Senior Floating Rate Fund are not available
by  exchange  of shares of  Oppenheimer  Money  Market Fund or Class A shares of
Oppenheimer Cash Reserves.

     o Shares of Oppenheimer Select Managers Mercury Advisors S&P Index Fund
and  Oppenheimer  Select  Managers QM Active Balanced Fund are only available to
retirement  plans and are  available  only by  exchange  from the same  class of
shares of other Oppenheimer funds held by retirement plans.

     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.

     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.

     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.

     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.

     |_| 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  other  Oppenheimer  funds  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.

o With respect to Class B shares,  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 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.

     |_| 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.  The Fund may accept  requests for exchanges of
up to 50  accounts  per day from  representatives  of  authorized  dealers  that
qualify for this privilege.

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

     |_| Processing  Exchange  Requests.  Shares to be exchanged are redeemed on
the regular  business day the  Transfer  Agent  receives an exchange  request in
proper form (the "Redemption Date"). Normally, shares of the fund to be acquired
are  purchased on the  Redemption  Date,  but such  purchases  may be delayed by
either  fund up to  five  business  days  if 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 for Class
B,  Class C,  Class N and Class Y shares,  and the rate can  charge  for Class A
shares.  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 and Distributions.  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
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.

     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.

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

     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.
Since it is  anticipated  that most of the Fund's  income  will be derived  from
interest it receives on its  investments,  the Fund does not anticipate that its
distributions will qualify for this 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, it is expected that the Fund also will elect to have  shareholders
of record on the last day of its  taxable  year  treated  as if each  received a
distribution of their pro rata share of such gain. 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  30% (29% for
payments after December 31, 2003) 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.

     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.


     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.
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 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 30% (29% for
payments after December 31, 2003) 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  Auditors.  KPMG LLP is the  independent  auditors of the Fund. They
audit the Fund's financial  statements and perform other related audit services.
They also act as auditors for certain other funds advised by the Manager and its
affiliates.

INDEPENDENT AUDITORS' REPORT

================================================================================
 THE BOARD OF TRUSTEES AND SHAREHOLDERS OF
 OPPENHEIMER EUROPE FUND:
 We have audited the accompanying statement of assets and liabilities of
 Oppenheimer Europe Fund, including the statement of investments, as of August
 31, 2002, and the related statement of operations for the year then ended, the
 statements of changes in net assets for each of the two years in the period
 then ended, and the financial highlights for each of the three years in the
 period then ended, and the period from March 1, 1999 (inception of offering) to
 August 31, 1999. These financial statements and financial highlights are the
 responsibility of the Fund's management. Our responsibility is to express an
 opinion on these financial statements and financial highlights based on our
 audits.
    We conducted our audits in accordance with auditing standards generally
 accepted in the United States of America. Those standards require that we plan
 and perform the audit to obtain reasonable assurance about whether the
 financial statements and financial highlights are free of material
 misstatement. An audit includes examining, on a test basis, evidence supporting
 the amounts and disclosures in the financial statements. Our procedures
 included confirmation of securities owned as of August 31, 2002, by
 correspondence with the custodian and brokers or by other appropriate auditing
 procedures where replies from brokers were not received. An audit also includes
 assessing the accounting principles used and significant estimates made by
 management, as well as evaluating the overall financial statement presentation.
 We believe that our audits provide a reasonable basis for our opinion.
    In our opinion, the financial statements and financial highlights referred
 to above present fairly, in all material respects, the financial position of
 Oppenheimer Europe Fund as of August 31, 2002, the results of its operations
 for the year then ended, the changes in its net assets for each of the two
 years in the period then ended, and the financial highlights for each of the
 three years in the period then ended, and the period from March 1, 1999
 (inception of offering) to August 31, 1999, in conformity with accounting
 principles generally accepted in the United States of America.


/s/ KPMG LLP
------------
KPMG LLP

Denver, Colorado
September 23, 2002

31 OPPENHEIMER EUROPE FUND




STATEMENT OF INVESTMENTS  August 31, 2002


                                                                    MARKET VALUE
                                                        SHARES        SEE NOTE 1
================================================================================
 COMMON STOCKS--99.3%
--------------------------------------------------------------------------------
 CONSUMER DISCRETIONARY--20.2%
--------------------------------------------------------------------------------
 AUTOMOBILES--1.9%
 Bayerische Motoren
 Werke AG (BMW)                                          2,030        $   76,726
--------------------------------------------------------------------------------
 Porsche AG, Preferred                                     284           136,474
                                                                      ----------
                                                                         213,200

--------------------------------------------------------------------------------
 HOUSEHOLD DURABLES--5.1%
 Barratt Developments plc                               33,830           219,662
--------------------------------------------------------------------------------
 Koninklijke (Royal) Philips
 Electronics NV                                         17,300           346,109
                                                                      ----------
                                                                         565,771

--------------------------------------------------------------------------------
 MEDIA--9.4%
 British Sky Broadcasting
 Group plc(1)                                           19,490           183,910
--------------------------------------------------------------------------------
 JC Decaux SA(1)                                         9,230           108,622
--------------------------------------------------------------------------------
 Pearson plc                                             5,710            56,707
--------------------------------------------------------------------------------
 Reed Elsevier plc                                      45,770           408,525
--------------------------------------------------------------------------------
 Wolters Kluwer NV                                      11,000           196,768
--------------------------------------------------------------------------------
 WPP Group plc                                          11,010            81,069
                                                                      ----------
                                                                       1,035,601

--------------------------------------------------------------------------------
 MULTILINE RETAIL--2.0%
 Mothercare plc                                         32,400            75,179
--------------------------------------------------------------------------------
 Stockmann AB, Cl. B                                    10,400           143,810
                                                                      ----------
                                                                         218,989

--------------------------------------------------------------------------------
 SPECIALTY RETAIL--0.8%
 New Dixons Group plc                                   34,130            86,585
--------------------------------------------------------------------------------
 TEXTILES & APPAREL--1.0%
 Hermes International SA                                   830           115,097
--------------------------------------------------------------------------------
 CONSUMER STAPLES--8.8%
--------------------------------------------------------------------------------
 BEVERAGES--1.1%
 Diageo plc                                              9,670           116,976
--------------------------------------------------------------------------------
 FOOD & DRUG RETAILING--0.5%
 Boots Co. plc                                           4,415            37,426
--------------------------------------------------------------------------------
 Delhaize Group                                            700            20,945
                                                                      ----------
                                                                          58,371

--------------------------------------------------------------------------------
 FOOD PRODUCTS--2.8%
 Cadbury Schweppes plc                                  26,465           191,491
--------------------------------------------------------------------------------
 Nestle SA                                                 550           118,011
                                                                      ----------
                                                                         309,502


                                                                    MARKET VALUE
                                                        SHARES        SEE NOTE 1
--------------------------------------------------------------------------------
 HOUSEHOLD PRODUCTS--1.7%
 Reckitt Benckiser plc                                  10,140        $  187,599
--------------------------------------------------------------------------------
 PERSONAL PRODUCTS--1.1%
 L'Oreal SA                                              1,730           124,786
--------------------------------------------------------------------------------
 TEXTILES & APPAREL--1.6%
 Tod's SpA                                               4,400           176,918
--------------------------------------------------------------------------------
 ENERGY--0.9%
--------------------------------------------------------------------------------
 OIL & GAS--0.9%
 ENI SpA                                                 6,500            98,423
--------------------------------------------------------------------------------
 FINANCIALS--14.4%
--------------------------------------------------------------------------------
 BANKS--6.4%
 DePfa Bank plc                                          1,900           104,347
--------------------------------------------------------------------------------
 Lloyds TSB Group plc                                   23,350           201,911
--------------------------------------------------------------------------------
 Royal Bank of
 Scotland Group plc (The)                                7,790           185,937
--------------------------------------------------------------------------------
 Sanpaolo IMI SpA                                       10,400            86,388
--------------------------------------------------------------------------------
 Standard Chartered plc                                 11,250           128,779
                                                                      ----------
                                                                         707,362

--------------------------------------------------------------------------------
 DIVERSIFIED FINANCIALS--4.5%
 Collins Stewart Ltd.                                   42,820           197,390
--------------------------------------------------------------------------------
 Van der Moolen
 Holding NV                                             13,600           294,759
                                                                      ----------
                                                                         492,149

--------------------------------------------------------------------------------
 INSURANCE--2.1%
 Aviva plc                                              17,350           133,925
--------------------------------------------------------------------------------
 Royal & Sun Alliance
 Insurance Group plc                                    48,230            92,886
                                                                      ----------
                                                                         226,811

--------------------------------------------------------------------------------
 REAL ESTATE--1.4%
 Rodamco Europe NV                                       3,900           158,727
--------------------------------------------------------------------------------
 HEALTH CARE--23.1%
--------------------------------------------------------------------------------
 BIOTECHNOLOGY--0.6%
 Qiagen NV(1)                                           10,500            63,844
--------------------------------------------------------------------------------
 HEALTH CARE EQUIPMENT & SUPPLIES--10.8%
 Amersham plc                                           11,530           101,485
--------------------------------------------------------------------------------
 Elekta AB, B Shares(1)                                 46,900           487,116
--------------------------------------------------------------------------------
 Essilor International SA                                3,400           133,709
--------------------------------------------------------------------------------
 Instrumentarium Corp.
 Oyj                                                     7,000           162,629
--------------------------------------------------------------------------------
 Radiometer AS, Cl. B                                    1,300            48,075
--------------------------------------------------------------------------------
 Smith & Nephew plc                                     45,560           262,526
                                                                      ----------
                                                                       1,195,540

12 OPPENHEIMER EUROPE FUND




                                                                    MARKET VALUE
                                                        SHARES        SEE NOTE 1
--------------------------------------------------------------------------------
 HEALTH CARE PROVIDERS & SERVICES--4.6%
 Fresenius AG, Preference                                   4,094       $132,495
--------------------------------------------------------------------------------
 Nicox SA(1)                                               24,440        381,096
                                                                        --------
                                                                         513,591

--------------------------------------------------------------------------------
 PHARMACEUTICALS--7.1%
 GlaxoSmithKline plc, ADR                                   1,750         66,307
--------------------------------------------------------------------------------
 Novartis AG                                                5,081        206,192
--------------------------------------------------------------------------------
 Sanofi-Synthelabo SA                                       3,931        235,741
--------------------------------------------------------------------------------
 Shire Pharmaceuticals
 Group plc(1)                                              19,950        191,645
--------------------------------------------------------------------------------
 UCB SA                                                     2,900         82,790
                                                                        --------
                                                                         782,675

--------------------------------------------------------------------------------
 INDUSTRIALS--19.5%
--------------------------------------------------------------------------------
 COMMERCIAL SERVICES & SUPPLIES--4.9%
 Amadeus Global Travel
 Distribution SA                                           28,100        152,945
--------------------------------------------------------------------------------
 BTG plc(1)                                                25,530         86,488
--------------------------------------------------------------------------------
 Buhrmann NV                                                7,000         50,114
--------------------------------------------------------------------------------
 Rentokil Initial plc                                      31,310        115,393
--------------------------------------------------------------------------------
 Societe BIC SA                                             3,550        135,778
                                                                        --------
                                                                         540,718

--------------------------------------------------------------------------------
 CONSTRUCTION & ENGINEERING--2.6%
 Grupo Dragados SA                                          6,280         89,918
--------------------------------------------------------------------------------
 Koninklijke Boskalis
 Westminster NV                                             6,602        194,238
                                                                        --------
                                                                         284,156

--------------------------------------------------------------------------------
 ELECTRICAL EQUIPMENT--0.9%
 SGL Carbon AG(1)                                           5,633        103,138
--------------------------------------------------------------------------------
 INDUSTRIAL CONGLOMERATES--2.1%
 Aalberts Industries NV                                    16,324        236,132
--------------------------------------------------------------------------------
 MACHINERY--4.4%
 Halma plc                                                150,650        288,970
--------------------------------------------------------------------------------
 Krones AG                                                  4,221        200,768
                                                                        --------
                                                                         489,738

--------------------------------------------------------------------------------
 MARINE--1.1%
 Tsakos Energy
 Navigation Ltd.(1)                                        10,100        123,725
--------------------------------------------------------------------------------
 TRADING COMPANIES & DISTRIBUTORS--1.7%
 Electrocomponents plc                                     38,899        185,633
--------------------------------------------------------------------------------
 TRANSPORTATION INFRASTRUCTURE--1.8%
 Eurotunnel SA(1)                                         221,610        193,426







                                                                    MARKET VALUE
                                                        SHARES        SEE NOTE 1
--------------------------------------------------------------------------------
 INFORMATION TECHNOLOGY--8.7%
--------------------------------------------------------------------------------
 COMPUTERS & PERIPHERALS--0.9%
 Logitech International SA(1)                            3,216       $   105,436
--------------------------------------------------------------------------------
 ELECTRONIC EQUIPMENT & INSTRUMENTS--0.7%
 Lambda Physik AG(1)                                     9,056            74,602
--------------------------------------------------------------------------------
 SEMICONDUCTOR EQUIPMENT & PRODUCTS--5.2%
 ASM International
 NV(1)                                                  13,400           167,768
--------------------------------------------------------------------------------
 Jenoptik AG                                            12,483           205,055
--------------------------------------------------------------------------------
 STMicroelectronics NV                                   9,760           197,175
                                                                     -----------
                                                                         569,998

--------------------------------------------------------------------------------
 SOFTWARE--1.9%
 Business Objects SA(1)                                  4,620            87,672
--------------------------------------------------------------------------------
 Software AG                                             3,057            38,404
--------------------------------------------------------------------------------
 UBI Soft
 Entertainment SA(1)                                     5,480            85,988
                                                                     -----------
                                                                         212,064

--------------------------------------------------------------------------------
 MATERIALS--2.2%
--------------------------------------------------------------------------------
 CHEMICALS--2.2%

 Givaudan                                                  586           245,615
--------------------------------------------------------------------------------
 TELECOMMUNICATION SERVICES--0.5%
--------------------------------------------------------------------------------
 DIVERSIFIED TELECOMMUNICATION SERVICES--0.5%
 BT Group plc                                           18,960            58,658
--------------------------------------------------------------------------------
 UTILITIES--1.0%
--------------------------------------------------------------------------------
 ELECTRIC UTILITIES--0.4%
 Electricidade de
 Portugal SA                                            27,100            44,384
--------------------------------------------------------------------------------
 WATER UTILITIES--0.6%
 AWG plc(1)                                              8,620            65,671
                                                                     -----------
 Total Common Stocks
 (Cost $12,379,564)                                                   10,981,611
                                                         UNITS

================================================================================
 RIGHTS, WARRANTS AND CERTIFICATES--0.0%
 Banca Bipielle Network
 SpA Wts., Exp. 12/31/03(1)

 (Cost $0)                                               1,200                --

--------------------------------------------------------------------------------
 TOTAL INVESTMENTS, AT VALUE
 (COST $12,379,564)                                       99.3%       10,981,611
--------------------------------------------------------------------------------
 OTHER ASSETS NET
 OF LIABILITIES                                            0.7            78,058
                                                        ------------------------
 NET ASSETS                                              100.0%      $11,059,669
                                                        ========================

13 OPPENHEIMER EUROPE FUND



STATEMENT OF INVESTMENTS  Continued



FOOTNOTES TO STATEMENT OF INVESTMENTS

1. Non-income producing security.
DISTRIBUTION OF INVESTMENTS REPRESENTING GEOGRAPHIC
DIVERSIFICATION, AS A PERCENTAGE OF TOTAL INVESTMENTS
AT VALUE, IS AS FOLLOWS:

 GEOGRAPHIC DIVERSIFICATION           MARKET VALUE                      PERCENT
--------------------------------------------------------------------------------
 Great Britain                         $ 4,008,733                         36.5%
 France                                  1,799,090                         16.4
 The Netherlands                         1,708,459                         15.6
 Germany                                   967,662                          8.8
 Switzerland                               675,254                          6.2
 Sweden                                    487,116                          4.4
 Italy                                     361,729                          3.3
 Finland                                   306,439                          2.8
 Spain                                     242,863                          2.2
 Norway                                    123,725                          1.1
 Ireland                                   104,347                          1.0
 Belgium                                   103,735                          0.9
 Denmark                                    48,075                          0.4
 Portugal                                   44,384                          0.4
                                       -----------------------------------------
 Total                                 $10,981,611                        100.0%
                                       =========================================

 SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.

14 OPPENHEIMER EUROPE FUND



STATEMENT OF ASSETS AND LIABILITIES  August 31, 2002

================================================================================
 ASSETS
--------------------------------------------------------------------------------
 Investments, at value (cost $12,379,564)--see accompanying
   statement                                                        $10,981,611
--------------------------------------------------------------------------------
 Unrealized appreciation on foreign currency contracts                    2,532
--------------------------------------------------------------------------------
 Receivables and other assets:
 Investments sold                                                       514,055
 Dividends                                                               36,825
 Other                                                                      737
                                                                    ------------
 Total assets                                                         11,535,760

================================================================================
 LIABILITIES
--------------------------------------------------------------------------------
 Bank overdraft                                                         303,817
--------------------------------------------------------------------------------
 Payables and other liabilities:
 Shares of beneficial interest redeemed                                  81,959
 Investments purchased                                                   31,940
 Shareholder reports                                                     21,880
 Transfer and shareholder servicing agent fees                            9,265
 Distribution and service plan fees                                       5,041
 Trustees' compensation                                                   2,167
 Other                                                                   20,022
                                                                    ------------
 Total liabilities                                                      476,091

================================================================================
 NET ASSETS                                                         $11,059,669
                                                                    ============

================================================================================
 COMPOSITION OF NET ASSETS
--------------------------------------------------------------------------------
 Paid-in capital                                                    $22,031,321
--------------------------------------------------------------------------------
 Accumulated net investment loss                                         (5,794)
--------------------------------------------------------------------------------
 Accumulated net realized loss on investments and foreign currency
 transactions                                                        (9,570,499)
--------------------------------------------------------------------------------
 Net unrealized depreciation on investments and translation of
 assets and liabilities denominated in foreign currencies            (1,395,359)
                                                                    ------------
 NET ASSETS                                                         $11,059,669
                                                                    ============


15 OPPENHEIMER EUROPE FUND



STATEMENT OF ASSETS AND LIABILITIES  Continued

================================================================================
 NET ASSET VALUE PER SHARE
--------------------------------------------------------------------------------
 Class A Shares:
 Net asset value and redemption price per share (based on net assets of
 $5,842,417 and 1,076,205 shares of beneficial interest outstanding)      $5.43
 Maximum offering price per share (net asset value plus sales charge
 of 5.75% of offering price)                                              $5.76
--------------------------------------------------------------------------------
 Class B Shares:
 Net asset value, redemption price (excludes applicable contingent
 deferred sales charge) and offering price per share (based on net
 assets of $3,835,649 and 725,811 shares of beneficial interest
 outstanding)                                                             $5.28
--------------------------------------------------------------------------------
 Class C Shares:
 Net asset value, redemption price (excludes applicable contingent
 deferred sales charge) and offering price per share (based on net
 assets of $1,257,766 and 237,286 shares of beneficial interest
 outstanding)                                                             $5.30
--------------------------------------------------------------------------------
 Class N Shares:
 Net asset value, redemption price (excludes applicable contingent
 deferred sales charge) and offering price per share (based on net
 assets of $56,312 and 10,443 shares of beneficial interest
 outstanding)                                                             $5.39
--------------------------------------------------------------------------------
 Class Y Shares:
 Net asset value, redemption price and offering price per share
 (based on net assets of $67,525 and 12,226 shares of beneficial
 interest outstanding)                                                    $5.52

SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.

16 OPPENHEIMER EUROPE FUND



STATEMENT OF OPERATIONS  For the Year Ended August 31, 2002

================================================================================
 INVESTMENT INCOME
--------------------------------------------------------------------------------
 Dividends (net of foreign withholding taxes of $30,519)            $   201,397
--------------------------------------------------------------------------------
 Interest                                                                22,421
                                                                    ------------
 Total investment income                                                223,818

================================================================================
 EXPENSES
--------------------------------------------------------------------------------
 Management fees                                                        106,734
--------------------------------------------------------------------------------
 Distribution and service plan fees:
 Class A                                                                 16,455
 Class B                                                                 50,160
 Class C                                                                 13,899
 Class N                                                                    379
--------------------------------------------------------------------------------
 Transfer and shareholder servicing agent fees:
 Class A                                                                 48,196
 Class B                                                                 35,750
 Class C                                                                  9,560
 Class N                                                                    538
 Class Y                                                                  2,117
--------------------------------------------------------------------------------
 Shareholder reports                                                     56,189
--------------------------------------------------------------------------------
 Legal, auditing and other professional fees                             16,450
--------------------------------------------------------------------------------
 Custodian fees and expenses                                              8,855
--------------------------------------------------------------------------------
 Trustees' compensation                                                     708
--------------------------------------------------------------------------------
 Other                                                                    3,717
                                                                    ------------
 Total expenses                                                         369,707
 Less reduction to custodian expenses                                       (59)
 Less voluntary reimbursement of expenses                                (4,614)
 Less voluntary waiver of transfer and shareholder servicing
   agent fees--Classes A, B, C and N                                    (31,806)
 Less voluntary waiver of transfer and shareholder servicing
   agent fees--Class Y                                                   (2,101)
                                                                    ------------
 Net expenses                                                           331,127

================================================================================
 NET INVESTMENT LOSS                                                   (107,309)

================================================================================
 REALIZED AND UNREALIZED GAIN (LOSS)
--------------------------------------------------------------------------------
 Net realized gain (loss) on:
 Investments                                                         (3,100,938)
 Foreign currency transactions                                          567,385
                                                                    ------------
 Net realized loss                                                   (2,533,553)
--------------------------------------------------------------------------------
 Net change in unrealized appreciation (depreciation) on:
 Investments                                                         (1,132,721)
 Translation of assets and liabilities denominated in
 foreign currencies                                                     595,008
                                                                    ------------
 Net change                                                            (537,713)
                                                                    ------------
 Net realized and unrealized loss                                    (3,071,266)

================================================================================
 NET DECREASE IN NET ASSETS RESULTING FROM OPERATIONS               $(3,178,575)
                                                                    ============

SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.

17 OPPENHEIMER EUROPE FUND




STATEMENTS OF CHANGES IN NET ASSETS

 YEAR ENDED AUGUST 31,                                       2002          2001
================================================================================
 OPERATIONS
--------------------------------------------------------------------------------
 Net investment loss                                 $  (107,309)   $   (66,385)
--------------------------------------------------------------------------------
 Net realized loss                                    (2,533,553)    (6,675,981)
--------------------------------------------------------------------------------
 Net change in unrealized depreciation                  (537,713)    (1,250,843)
                                                     ---------------------------
 Net decrease in net assets resulting from operations (3,178,575)    (7,993,209)

================================================================================
 BENEFICIAL INTEREST TRANSACTIONS
--------------------------------------------------------------------------------
 Net increase (decrease) in net assets resulting
 from beneficial interest
 transactions:
 Class A                                                 820,312       (827,962)
 Class B                                                 (75,408)     1,458,939
 Class C                                                 180,239        634,311
 Class N                                                  68,859          1,000
 Class Y                                                  62,051             64

================================================================================
 NET ASSETS
--------------------------------------------------------------------------------
 Total decrease                                       (2,122,522)    (6,726,857)
--------------------------------------------------------------------------------
 Beginning of period                                  13,182,191     19,909,048
                                                     ---------------------------
 End of period [including accumulated net investment
 loss of $5,794 and $1,805, respectively]            $11,059,669    $13,182,191
                                                     ===========================

SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.

18 OPPENHEIMER EUROPE FUND



FINANCIAL HIGHLIGHTS



 CLASS A   YEAR ENDED AUGUST 31,                   2002            2001
2000          1999(1)
=========================================================================================================
 PER SHARE OPERATING DATA
---------------------------------------------------------------------------------------------------------


 Net asset value, beginning of period            $ 6.87          $11.28
$10.78           $10.00
---------------------------------------------------------------------------------------------------------
 Income (loss) from investment operations:
 Net investment income (loss)                      (.03)             --
(.06)             .02
 Net realized and unrealized gain (loss)          (1.41)          (4.41)
1.12              .76

-------------------------------------------------------
 Total from investment operations                 (1.44)          (4.41)
1.06              .78
---------------------------------------------------------------------------------------------------------
 Dividends and/or distributions to shareholders:
 Dividends from net investment income                --              --
(.02)              --
 Distributions from net realized gain                --              --
(.43)              --
 Distributions in excess of net realized gain        --              --
(.11)              --

-------------------------------------------------------
 Total dividends and/or distributions
 to shareholders                                     --              --
(.56)              --
---------------------------------------------------------------------------------------------------------
 Net asset value, end of period                  $ 5.43          $ 6.87
$11.28           $10.78

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

=========================================================================================================
 TOTAL RETURN, AT NET ASSET VALUE(2)             (20.96)%        (39.10)%
9.99%            7.80%

=========================================================================================================
 RATIOS/SUPPLEMENTAL DATA
---------------------------------------------------------------------------------------------------------
 Net assets, end of period (in thousands)        $5,842          $6,630
$11,809           $4,347
---------------------------------------------------------------------------------------------------------
 Average net assets (in thousands)               $6,847          $9,051          $
8,366           $3,473
---------------------------------------------------------------------------------------------------------
 Ratios to average net assets:(3)
 Net investment income (loss)                     (0.42)%         (0.06)%
(0.73)%           0.54%
 Expenses                                          2.38%           1.87%
1.94%            1.61%
 Expenses, net of reduction to custodian expenses,
 voluntary waiver of transfer agent fees and
 voluntary waiver of expenses                      2.10%           1.87%
1.92%            1.61%
---------------------------------------------------------------------------------------------------------
 Portfolio turnover rate                            287%            285%
210%              83%


1. For the period from March 1, 1999 (inception of offering) to August 31, 1999.
2. Assumes an investment on the business day before the first day of the fiscal
period (or inception of offering), with all dividends and distributions
reinvested in additional shares on the reinvestment date, and redemption at the
net asset value calculated on the last business day of the fiscal period. Sales
charges are not reflected in the total returns. Total returns are not annualized
for periods of less than one full year.
3. Annualized for periods of less than one full year.



SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.

19 OPPENHEIMER EUROPE FUND




FINANCIAL HIGHLIGHTS  Continued



 CLASS B   YEAR ENDED AUGUST 31,                   2002            2001
2000          1999(1)
=========================================================================================================
 PER SHARE OPERATING DATA
---------------------------------------------------------------------------------------------------------


 Net asset value, beginning of period            $ 6.74          $11.15
$10.73           $10.00
---------------------------------------------------------------------------------------------------------
 Income (loss) from investment operations:
 Net investment loss                               (.09)           (.06)
(.08)            (.03)
 Net realized and unrealized gain (loss)          (1.37)          (4.35)
1.04              .76

--------------------------------------------------------
 Total from investment operations                 (1.46)          (4.41)
.96              .73
---------------------------------------------------------------------------------------------------------
 Dividends and/or distributions to shareholders:
 Dividends from net investment income                --              --
--               --
 Distributions from net realized gain                --              --
(.43)              --
 Distributions in excess of net realized gain        --              --
(.11)              --

--------------------------------------------------------
 Total dividends and/or distributions
 to shareholders                                     --              --
(.54)              --
---------------------------------------------------------------------------------------------------------
 Net asset value, end of period                  $ 5.28          $ 6.74
$11.15           $10.73

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

=========================================================================================================
 TOTAL RETURN, AT NET ASSET VALUE(2)             (21.66)%        (39.55)%
9.09%            7.30%
---------------------------------------------------------------------------------------------------------

=========================================================================================================
 RATIOS/SUPPLEMENTAL DATA
---------------------------------------------------------------------------------------------------------
 Net assets, end of period (in thousands)        $3,836          $5,129
$6,685             $851
---------------------------------------------------------------------------------------------------------
 Average net assets (in thousands)               $5,012          $5,829
$3,954             $401
---------------------------------------------------------------------------------------------------------
 Ratios to average net assets:(3)
 Net investment loss                              (1.21)%         (0.85)%
(1.56)%          (0.87)%
 Expenses                                          3.15%           2.68%
2.77%            2.60%
 Expenses, net of reduction to custodian expenses,
 voluntary waiver of transfer agent fees and
 voluntary waiver of expenses                      2.87%           2.68%
2.75%            2.60%
---------------------------------------------------------------------------------------------------------
 Portfolio turnover rate                            287%            285%
210%              83%


1. For the period from March 1, 1999 (inception of offering) to August 31, 1999.
2. Assumes an investment on the business day before the first day of the fiscal
period (or inception of offering), with all dividends and distributions
reinvested in additional shares on the reinvestment date, and redemption at the
net asset value calculated on the last business day of the fiscal period. Sales
charges are not reflected in the total returns. Total returns are not annualized
for periods of less than one full year.
3. Annualized for periods of less than one full year.



SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.

20 OPPENHEIMER EUROPE FUND





 CLASS C   YEAR ENDED AUGUST 31,                   2002            2001
2000          1999(1)
=========================================================================================================
 PER SHARE OPERATING DATA
---------------------------------------------------------------------------------------------------------


 Net asset value, beginning of period            $ 6.76          $11.20
$10.76           $10.00
---------------------------------------------------------------------------------------------------------
 Income (loss) from investment operations:
 Net investment loss                               (.07)           (.04)
(.08)            (.02)
 Net realized and unrealized gain (loss)          (1.39)          (4.40)
1.06              .78

--------------------------------------------------------
 Total from investment operations                 (1.46)          (4.44)
.98              .76
---------------------------------------------------------------------------------------------------------
 Dividends and/or distributions to shareholders:
 Dividends from net investment income                --              --
--               --
 Distributions from net realized gain                --              --
(.43)              --
 Distributions in excess of net realized gain        --              --
(.11)              --

--------------------------------------------------------
 Total dividends and/or distributions
 to shareholders                                     --              --
(.54)              --
---------------------------------------------------------------------------------------------------------
 Net asset value, end of period                  $ 5.30          $ 6.76
$11.20           $10.76

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

=========================================================================================================
 TOTAL RETURN, AT NET ASSET VALUE(2)             (21.60)%        (39.64)%
9.26%            7.60%
---------------------------------------------------------------------------------------------------------

=========================================================================================================
 RATIOS/SUPPLEMENTAL DATA
---------------------------------------------------------------------------------------------------------
 Net assets, end of period (in thousands)        $1,258          $1,422
$1,413             $133
---------------------------------------------------------------------------------------------------------
 Average net assets (in thousands)               $1,389          $1,823           $
811             $ 52
---------------------------------------------------------------------------------------------------------
 Ratios to average net assets:(3)
 Net investment loss                              (1.30)%         (0.61)%
(1.56)%          (0.82)%
 Expenses                                          3.13%           2.69%
2.77%            2.57%
 Expenses, net of reduction to custodian expenses,
 voluntary waiver of transfer agent fees and
 voluntary waiver of expenses                      2.85%           2.69%
2.75%            2.57%
---------------------------------------------------------------------------------------------------------
 Portfolio turnover rate                            287%            285%
210%             83%


1. For the period from March 1, 1999 (inception of offering) to August 31, 1999.
2. Assumes an investment on the business day before the first day of the fiscal
period (or inception of offering), with all dividends and distributions
reinvested in additional shares on the reinvestment date, and redemption at the
net asset value calculated on the last business day of the fiscal period. Sales
charges are not reflected in the total returns. Total returns are not annualized
for periods of less than one full year.
3. Annualized for periods of less than one full year.



SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.

21 OPPENHEIMER EUROPE FUND




FINANCIAL HIGHLIGHTS  Continued

 CLASS N   YEAR ENDED AUGUST 31,                            2002         2001(1)
================================================================================
 PER SHARE OPERATING DATA
--------------------------------------------------------------------------------
 Net asset value, beginning of period                     $ 6.85         $ 8.21
--------------------------------------------------------------------------------
 Income (loss) from investment operations:
 Net investment income (loss)                               (.03)           .01
 Net realized and unrealized loss                          (1.43)         (1.37)
                                                          ----------------------
 Total from investment operations                          (1.46)         (1.36)
--------------------------------------------------------------------------------
 Dividends and/or distributions to shareholders:
 Dividends from net investment income                         --             --
 Distributions from net realized gain                         --             --
 Distributions in excess of net realized gain                 --             --
                                                          ----------------------
 Total dividends and/or distributions to shareholders         --              --
--------------------------------------------------------------------------------
 Net asset value, end of period                           $ 5.39         $ 6.85
                                                          ======================

================================================================================
 TOTAL RETURN, AT NET ASSET VALUE(2)                      (21.31)%      (16.57)%
--------------------------------------------------------------------------------

================================================================================
 RATIOS/SUPPLEMENTAL DATA
--------------------------------------------------------------------------------
 Net assets, end of period (in thousands)                    $56             $1
--------------------------------------------------------------------------------
 Average net assets (in thousands)                           $76             $1
--------------------------------------------------------------------------------
 Ratios to average net assets:(3)
 Net investment income                                      0.15%          0.20%
 Expenses                                                   2.65%          1.74%
 Expenses, net of reduction to custodian expenses,
 voluntary waiver of transfer agent fees and voluntary
 waiver of expenses                                         2.37%          1.74%
--------------------------------------------------------------------------------
 Portfolio turnover rate                                     287%           285%

1. For the period from March 1, 2001 (inception of offering) to August 31, 2001.
2. Assumes an investment on the business day before the first day of the fiscal
period (or inception of offering), with all dividends and distributions
reinvested in additional shares on the reinvestment date, and redemption at the
net asset value calculated on the last business day of the fiscal period. Sales
charges are not reflected in the total returns. Total returns are not annualized
for periods of less than one full year.
3. Annualized for periods of less than one full year.

SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.

22 OPPENHEIMER EUROPE FUND





 CLASS Y   YEAR ENDED AUGUST 31,                   2002            2001
2000          1999(1)
=========================================================================================================
 PER SHARE OPERATING DATA
---------------------------------------------------------------------------------------------------------


 Net asset value, beginning of period            $ 6.94          $11.32
$10.78           $10.00
---------------------------------------------------------------------------------------------------------
 Income (loss) from investment operations:
 Net investment income (loss)                      (.10)            .03
(.05)             .04
 Net realized and unrealized gain (loss)          (1.32)          (4.41)
1.15              .74

-------------------------------------------------------
 Total from investment operations                 (1.42)          (4.38)
1.10              .78
---------------------------------------------------------------------------------------------------------
 Dividends and/or distributions to shareholders:
 Dividends from net investment income                --              --
(.02)              --
 Distributions from net realized gain                --              --
(.43)              --
 Distributions in excess of net realized gain        --              --
(.11)              --

-------------------------------------------------------
 Total dividends and/or distributions
 to shareholders                                     --              --
(.56)              --
---------------------------------------------------------------------------------------------------------
 Net asset value, end of period                  $ 5.52          $ 6.94
$11.32           $10.78

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

=========================================================================================================
 TOTAL RETURN, AT NET ASSET VALUE(2)             (20.46)%        (38.69)%
10.41%            7.80%
---------------------------------------------------------------------------------------------------------

=========================================================================================================
 RATIOS/SUPPLEMENTAL DATA
---------------------------------------------------------------------------------------------------------
 Net assets, end of period (in thousands)           $68              $1
$1               $1
---------------------------------------------------------------------------------------------------------
 Average net assets (in thousands)                  $12              $1
$1               $1
---------------------------------------------------------------------------------------------------------
 Ratios to average net assets:(3)
 Net investment income (loss)                      0.46%           0.37%
(0.30)%           0.65%
 Expenses                                         19.08%         211.24%(4)
1.51%            1.52%
 Expenses, net of reduction to custodian expenses,
 voluntary waiver of transfer agent fees and
 voluntary waiver of expenses                      1.53%           1.44%
1.49%            1.52%
---------------------------------------------------------------------------------------------------------
 Portfolio turnover rate                            287%            285%
210%             83%


1. For the period from March 1, 1999 (inception of offering) to August 31, 1999.
2. Assumes an investment on the business day before the first day of the fiscal
period (or inception of offering), with all dividends and distributions
reinvested in additional shares on the reinvestment date, and redemption at the
net asset value calculated on the last business day of the fiscal period. Sales
charges are not reflected in the total returns. Total returns are not annualized
for periods of less than one full year.
3. Annualized for periods of less than one full year.
4. Added since August 31, 2001 to reflect expenses before reduction to custodian
expenses and voluntary waiver of transfer agent fees.



SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.

23 OPPENHEIMER EUROPE FUND



NOTES TO FINANCIAL STATEMENTS

================================================================================
 1. SIGNIFICANT ACCOUNTING POLICIES
 Oppenheimer Europe Fund (the Fund) is registered under the Investment Company
 Act of 1940, as amended, as an open-end management investment company. The
 Fund's investment objective is to seek capital appreciation. The Fund's
 investment advisor is OppenheimerFunds, Inc. (the Manager).
    The Fund offers Class A, Class B, Class C, Class N and Class Y shares. Class
 A shares are sold at their offering price, which is normally net asset value
 plus a front-end sales charge. Class B, Class C and Class N shares are sold
 without a front-end sales charge but may be subject to a contingent deferred
 sales charge (CDSC). Class N shares are sold only through retirement plans.
 Retirement plans that offer Class N shares may impose charges on those
 accounts. Class Y shares are sold to certain institutional investors without
 either a front-end sales charge or a CDSC. All classes of shares have identical
 rights and voting privileges. Earnings, net assets and net asset value per
 share may differ by minor amounts due to each class having its own expenses
 directly attributable to that class. Classes A, B, C and N have separate
 distribution and/or service plans. No such plan has been adopted for Class Y
 shares. Class B shares will automatically convert to Class A shares six years
 after the date of purchase. The Fund assesses a 2% fee on the proceeds of fund
 shares that are redeemed (either by selling or exchanging to another
 Oppenheimer fund) within 30 days of their purchase. The fee, which is retained
 by the Fund, is accounted for as an addition to paid in capital.
    The following is a summary of significant accounting policies consistently
 followed by the Fund.
--------------------------------------------------------------------------------
 SECURITIES VALUATION. Securities listed or traded on National Stock Exchanges
 or other domestic or foreign exchanges are valued based on the last sale price
 of the security traded on that exchange prior to the time when the Fund's
 assets are valued. In the absence of a sale, the security is valued at the last
 sale price on the prior trading day, if it is within the spread of the closing
 bid and asked prices, and if not, at the closing bid price. Securities
 (including restricted securities) for which quotations are not readily
 available are valued primarily using dealer-supplied valuations, a portfolio
 pricing service authorized by the Board of Trustees, or at their fair value.
 Fair value is determined in good faith under consistently applied procedures
 under the supervision of the Board of Trustees. Short-term "money market type"
 debt securities with remaining maturities of sixty days or less are valued at
 amortized cost (which approximates market value).
--------------------------------------------------------------------------------
 FOREIGN CURRENCY TRANSLATION. The accounting records of the Fund are maintained
 in U.S. dollars. Prices of securities denominated in foreign currencies are
 translated into U.S. dollars at the closing rates of exchange. Amounts related
 to the purchase and sale of foreign securities and investment income are
 translated at the rates of exchange prevailing on the respective dates of such
 transactions.
    The effect of changes in foreign currency exchange rates on investments is
 separately identified from the fluctuations arising from changes in market
 values of securities held

24 OPPENHEIMER EUROPE FUND



 and reported with all other foreign currency gains and losses in the Fund's
 Statement of Operations.
--------------------------------------------------------------------------------
 JOINT REPURCHASE AGREEMENTS. The Fund, along with other affiliated funds of the
 Manager, may transfer uninvested cash balances into one or more joint
 repurchase agreement accounts. These balances are invested in one or more
 repurchase agreements, secured by U.S. government securities. Securities
 pledged as collateral for repurchase agreements are held by a custodian bank
 until the agreements mature. Each agreement requires that the market value of
 the collateral be sufficient to cover payments of interest and principal;
 however, in the event of default by the other party to the agreement, retention
 of the collateral may be subject to legal proceedings.
--------------------------------------------------------------------------------
 ALLOCATION OF INCOME, EXPENSES, GAINS AND LOSSES. Income, expenses (other than
 those attributable to a specific class), gains and losses are allocated daily
 to each class of shares based upon the relative proportion of net assets
 represented by such class. Operating expenses directly attributable to a
 specific class are charged against the operations of that class.
--------------------------------------------------------------------------------
 FEDERAL TAXES. The Fund intends to continue to comply with provisions of the
 Internal Revenue Code applicable to regulated investment companies and to
 distribute all of its taxable income, including any net realized gain on
 investments not offset by capital loss carryforwards, if any, to shareholders.
 Therefore, no federal income or excise tax provision is required.
    As of August 31, 2002, the Fund had approximately $2,258,000 of post-October
 losses available to offset future capital gains, if any. Such losses, if
 unutilized, will expire in 2011. Additionally, the Fund had approximately
 $30,000 of post-October foreign currency losses which were deferred.

 As of August 31, 2002, the Fund had available for federal income tax purposes
 unused capital loss carryforwards as follows:
                                 EXPIRING
                                 --------------------------
                                 2009            $  385,788
                                 2010             6,875,740
                                                 -----------
                                 Total           $7,261,528
                                                 ===========

--------------------------------------------------------------------------------
 TRUSTEES' COMPENSATION. The Fund has adopted an unfunded retirement plan for
 the Fund's independent trustees. Benefits are based on years of service and
 fees paid to each trustee during the years of service. During the year ended
 August 31, 2002, the Fund's projected benefit obligations were increased by
 $324, resulting in an accumulated liability of $2,127 as of August 31, 2002.
    The Board of Trustees has adopted a deferred compensation plan for
 independent trustees that enables trustees to elect to defer receipt of all or
 a portion of annual compensation they are entitled to receive from the Fund.
 Under the plan, the compensation deferred is periodically adjusted as though an
 equivalent amount had been invested for the Board of Trustees in shares of one
 or more Oppenheimer funds selected by the trustee. The amount paid to the Board
 of Trustees under the plan will be determined based upon the

25 OPPENHEIMER EUROPE FUND




NOTES TO FINANCIAL STATEMENTS  Continued

================================================================================
 1. SIGNIFICANT ACCOUNTING POLICIES Continued
 performance of the selected funds. Deferral of trustees' fees under the plan
 will not affect the net assets of the Fund, and will not materially affect the
 Fund's assets, liabilities or net investment income per share.
--------------------------------------------------------------------------------
 DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS. Dividends and distributions to
 shareholders, which are determined in accordance with income tax regulations,
 are recorded on the ex-dividend date.
--------------------------------------------------------------------------------
 CLASSIFICATION OF DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS. Net investment
 income (loss) and net realized gain (loss) may differ for financial statement
 and tax purposes primarily because of the recognition of certain foreign
 currency gains (losses) as ordinary income (loss) for tax purposes. The
 character of dividends and distributions made during the fiscal year from net
 investment income or net realized gains may differ from their ultimate
 characterization for federal income tax purposes. Also, due to timing of
 dividends and distributions, the fiscal year in which amounts are distributed
 may differ from the fiscal year in which the income or net realized gain was
 recorded by the Fund.
    No distributions were paid during the years ended August 31, 2002 and August
 31, 2001.
    The Fund adjusts the classification of distributions to shareholders to
 reflect the differences between financial statement amounts and distributions
 determined in accordance with income tax regulations. Accordingly, during the
 year ended August 31, 2002, amounts have been reclassified to reflect a
 decrease in paid-in capital of $115,870, a decrease in accumulated net
 investment loss of $103,320, and a decrease in accumulated net realized loss on
 investments of $12,550. Net assets of the Fund were unaffected by the
 reclassifications.

 As of August 31, 2002, the components of distributable earnings on a tax basis
 were as follows:

                 Accumulated net investment loss           $     (5,794)
                 Accumulated net realized loss               (9,570,499)
                 Net unrealized depreciation                 (1,395,359)
                                                           -------------
                 Total                                     $(10,971,652)
                                                           =============
--------------------------------------------------------------------------------
 INVESTMENT INCOME. Dividend income is recorded on the ex-dividend date or upon
 ex-dividend notification in the case of certain foreign dividends where the
 ex-dividend date may have passed. Non-cash dividends included in dividend
 income, if any, are recorded at the fair market value of the securities
 received. Interest income, which includes accretion of discount and
 amortization of premium, is accrued as earned.

26 OPPENHEIMER EUROPE FUND



--------------------------------------------------------------------------------
 SECURITY TRANSACTIONS. Security transactions are recorded on the trade date.
 Realized gains and losses on securities sold are determined on the basis of
 identified cost.
--------------------------------------------------------------------------------
 OTHER. The preparation of financial statements in conformity with accounting
 principles generally accepted in the United States of America requires
 management to make estimates and assumptions that affect the reported amounts
 of assets and liabilities and disclosure of contingent assets and liabilities
 at the date of the financial statements and the reported amounts of income and
 expenses during the reporting period. Actual results could differ from those
 estimates.

--------------------------------------------------------------------------------
 2. SHARES OF BENEFICIAL INTEREST
 The Fund has authorized an unlimited number of no par value shares of
 beneficial interest for each class. Transactions in shares of beneficial
 interest were as follows:



                                              YEAR ENDED AUGUST 31,
2002                YEAR ENDED AUGUST 31, 2001(1)
                                        SHARES                  AMOUNT
SHARES                  AMOUNT
---------------------------------------------------------------------------------------------------------------------------
 CLASS A


 Sold                                    1,493,094            $ 8,972,262
8,206,271            $ 67,025,636
 Redeemed                               (1,381,282)            (8,151,950)
(8,289,125)            (67,853,598)

-----------------------------------------------------------------------------------
 Net increase (decrease)                   111,812            $   820,312
(82,854)           $   (827,962)

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

---------------------------------------------------------------------------------------------------------------------------
 CLASS B
 Sold                                      529,093            $ 3,268,092
404,139            $  3,390,595
 Redeemed                                 (563,731)            (3,343,500)
(243,241)             (1,931,656)

-----------------------------------------------------------------------------------
 Net increase (decrease)                   (34,638)           $   (75,408)
160,898            $  1,458,939

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

---------------------------------------------------------------------------------------------------------------------------
 CLASS C
 Sold                                      265,966            $ 1,604,511
2,827,363            $ 23,336,549
 Redeemed                                 (238,954)            (1,424,272)
(2,743,323)            (22,702,238)

-----------------------------------------------------------------------------------
 Net increase                               27,012            $
180,239               84,040            $    634,311

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

---------------------------------------------------------------------------------------------------------------------------
 CLASS N
 Sold                                       22,625            $
144,655                  122            $      1,000
 Redeemed                                  (12,304)
(75,796)                  --                      --

-----------------------------------------------------------------------------------
 Net increase                               10,321            $
68,859                  122            $      1,000

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

---------------------------------------------------------------------------------------------------------------------------
 CLASS Y
 Sold                                       72,547            $
421,533                   10            $         64
 Redeemed                                  (60,431)
(359,482)                  --                      --

-----------------------------------------------------------------------------------
 Net increase                               12,116            $
62,051                   10            $         64

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


 1. For the year ended August 31, 2001, for Class A, B, C and Y shares and for
 the period from March 1, 2001 (inception of offering) to August 31, 2001, for
 Class N shares.



27 OPPENHEIMER EUROPE FUND




NOTES TO FINANCIAL STATEMENTS  Continued

================================================================================
 3. PURCHASES AND SALES OF SECURITIES
 The aggregate cost of purchases and proceeds from sales of securities, other
 than short-term obligations, for the year ended August 31, 2002, were
 $38,434,563 and $37,452,703, respectively.
 As of August 31, 2002, unrealized appreciation (depreciation) based on cost of
 securities for federal income tax purposes of $12,404,713 was composed of:

            Gross unrealized appreciation          $   386,339
            Gross unrealized depreciation           (1,809,441)
                                                   ------------
            Net unrealized depreciation            $(1,423,102)
                                                   ============

 The difference between book-basis and tax-basis unrealized appreciation and
 depreciation, if applicable, is attributable primarily to the tax deferral of
 losses on wash sales, or return of capital dividends, and the realization for
 tax purposes of unrealized gain (loss) on certain futures contracts,
 investments in passive foreign investment companies, and forward foreign
 currency exchange contracts.

================================================================================
 4. FEES AND OTHER TRANSACTIONS WITH AFFILIATES
 MANAGEMENT FEES. Management fees paid to the Manager were in accordance with
 the investment advisory agreement with the Fund which provides for a fee of
 0.80% of the first $250 million of average annual net assets of the Fund, 0.77%
 of the next $250 million, 0.75% of the next $500 million, 0.69% of the next $1
 billion and 0.67% of average annual net assets over $2 billion. Effective
 January 1, 2002, the Manager has voluntarily agreed to waive advisory fees at
 an annual rate equal to 0.10% or 0.05%, as the case may be, of the Fund's
 average daily net assets until the Fund's trailing one year performance
 percentile at the end of the preceding quarter is in at least the fourth
 quintile or the third quintile, as the case may be, of the Fund's Lipper peer
 group. The foregoing waiver is voluntary and may be terminated by the Manager
 at any time.
--------------------------------------------------------------------------------
 TRANSFER AGENT FEES. OppenheimerFunds Services (OFS), a division of the
 Manager, acts as the transfer and shareholder servicing agent for the Fund. The
 Fund pays OFS a $19.75 per account fee.
    Additionally, Class Y shares are subject to minimum fees of $5,000 for
 assets of less than $10 million and $10,000 for assets of $10 million or more.
 The Class Y shares are subject to the minimum fees in the event that the per
 account fee does not equal or exceed the applicable minimum fees. OFS may
 voluntarily waive the minimum fees.

    OFS has voluntarily agreed to limit transfer and shareholder servicing agent
 fees up to an annual rate of 0.25% of average net assets of Class Y shares and
 for all other classes, up to an annual rate of 0.35% of average net assets of
 each class. This undertaking may be amended or withdrawn at any time.

28 OPPENHEIMER EUROPE FUND




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

 The compensation paid to (or retained by) the Distributor from the sale of
 shares or on the redemption of shares is shown in the table below for the
 period indicated.



                          AGGREGATE            CLASS A     CONCESSIONS
CONCESSIONS       CONCESSIONS     CONCESSIONS
                          FRONT-END          FRONT-END      ON CLASS A         ON
CLASS B        ON CLASS C      ON CLASS N
                      SALES CHARGES      SALES CHARGES          SHARES
SHARES            SHARES          SHARES
 YEAR                    ON CLASS A        RETAINED BY     ADVANCED BY        ADVANCED
BY       ADVANCED BY     ADVANCED BY
 ENDED                       SHARES        DISTRIBUTOR  DISTRIBUTOR(1)
DISTRIBUTOR(1)    DISTRIBUTOR(1)  DISTRIBUTOR(1)
---------------------------------------------------------------------------------------------------------------------------


 August 31, 2002            $25,507            $12,154            $422
$32,732            $6,903            $134


 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.





                               CLASS A         CLASS B       CLASS C        CLASS N
                            CONTINGENT      CONTINGENT    CONTINGENT     CONTINGENT
                              DEFERRED        DEFERRED      DEFERRED       DEFERRED
                         SALES CHARGES   SALES CHARGES SALES CHARGES  SALES CHARGES
 YEAR                      RETAINED BY     RETAINED BY   RETAINED BY    RETAINED BY
 ENDED                     DISTRIBUTOR     DISTRIBUTOR   DISTRIBUTOR    DISTRIBUTOR
-----------------------------------------------------------------------------------

 August 31, 2002                   $56          $8,886          $149            $--


--------------------------------------------------------------------------------
 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. For the year ended August 31, 2002 , payments under
 the Class A Plan totaled $16,455, all of which were paid by the Distributor to
 recipients, and included $1,957 paid to an affiliate of the Manager. Any
 unreimbursed expenses the Distributor incurs with respect to Class A shares in
 any fiscal year cannot be recovered in subsequent years.
--------------------------------------------------------------------------------
 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. Under the plans, the Fund pays the Distributor an annual asset-based
 sales charge of 0.75% per year on Class B shares and on Class C shares and the
 Fund pays the Distributor an annual asset-based sales charge of 0.25% per year
 on Class N shares. The Distributor also receives a service fee of 0.25% per
 year under each plan.

 Distribution fees paid to the Distributor for the year ended August 31, 2002,
 were as follows:




DISTRIBUTOR'S
                                                               DISTRIBUTOR'S
AGGREGATE
                                                                   AGGREGATE
UNREIMBURSED
                                                                UNREIMBURSED
EXPENSES AS %
                        TOTAL PAYMENTS     AMOUNT RETAINED          EXPENSES    OF NET
ASSETS
                            UNDER PLAN      BY DISTRIBUTOR        UNDER PLAN
OF CLASS
---------------------------------------------------------------------------------------------


 Class B Plan                  $50,160             $40,082
$155,744             4.06%
 Class C Plan                   13,899               4,982
55,457             4.41
 Class N Plan                      379                 433
--               --



29 OPPENHEIMER EUROPE FUND




NOTES TO FINANCIAL STATEMENTS  Continued

================================================================================
 5. FOREIGN CURRENCY CONTRACTS
 A foreign currency contract is a commitment to purchase or sell a foreign
 currency at a future date, at a negotiated rate. The Fund may enter into
 foreign currency contracts for operational purposes and to seek to protect
 against adverse exchange rate fluctuations. Risks to the Fund include the
 potential inability of the counterparty to meet the terms of the contract.
    The net U.S. dollar value of foreign currency underlying all contractual
 commitments held by the Fund and the resulting unrealized appreciation or
 depreciation are determined using foreign currency exchange rates as provided
 by a reliable bank, dealer or pricing service. Unrealized appreciation and
 depreciation on foreign currency contracts are reported in the Statement of
 Assets and Liabilities as a receivable or payable and in the Statement of
 Operations with the change in unrealized appreciation or depreciation.
    The Fund may realize a gain or loss upon the closing or settlement of the
 foreign currency transactions. Such realized gains and losses are reported with
 all other foreign currency gains and losses in the Statement of Operations.
 As of August 31, 2002, the Fund had outstanding foreign currency contracts as
 follows:



                                 EXPIRATION        CONTRACT   VALUATION AS OF
UNREALIZED
 CONTRACT DESCRIPTION                  DATE   AMOUNT (000S)   AUGUST 31, 2002
APPRECIATION
---------------------------------------------------------------------------------------------
 CONTRACTS TO SELL


 Euro [EUR]                          9/3/02          494EUR          $484,535
$2,532


================================================================================
 6. BANK BORROWINGS
 The Fund may borrow from a bank for temporary or emergency purposes including,
 without limitation, funding of shareholder redemptions provided asset coverage
 for borrowings exceeds 300%. The Fund has entered into an agreement which
 enables it to participate with other Oppenheimer funds in an unsecured line of
 credit with a bank, which permits borrowings up to $400 million, collectively.
 Interest is charged to each fund, based on its borrowings, at a rate equal to
 the Federal Funds Rate plus 0.45%. Borrowings are payable within 30 days after
 such loan is executed. The Fund also pays a commitment fee equal to its pro
 rata share of the average unutilized amount of the credit facility at a rate of
 0.08% per annum.
    The Fund had no borrowings outstanding during the period ended or at August
 31, 2002.



                                                 A-1
                                                APPENDIX A

                                         INDUSTRY CLASSIFICATIONS

Aerospace & Defense                     Household Durables
Air Freight & Couriers                               Household Products
Airlines                                           Industrial Conglomerates
Auto Components                                    Insurance
Automobiles                                        Internet & Catalog Retail
Banks                                              Internet Software & Services
Beverages                                          Information Technology Consulting & Services
Biotechnology                                      Leisure Equipment & Products
Building Products                                  Machinery
Chemicals                                          Marine
Commercial Services & Supplies                     Media
Communications Equipment                           Metals & Mining
Computers & Peripherals                            Multiline Retail
Construction & Engineering                         Multi-Utilities
Construction Materials                             Office Electronics
Containers & Packaging                             Oil & Gas
Distributors                                       Paper & Forest Products
Diversified Financials                             Personal Products
Diversified Telecommunication Services             Pharmaceuticals
Electric Utilities                                 Real Estate
Electrical Equipment                               Road & Rail
Electronic Equipment & Instruments                 Semiconductor Equipment & Products
Energy Equipment & Services                        Software
Food & Drug Retailing                              Specialty Retail
Food Products                                      Textiles & Apparel
Gas Utilities                                      Tobacco
Health Care Equipment & Supplies                   Trading Companies & Distributors
Health Care Providers & Services                   Transportation Infrastructure
Hotels Restaurants & Leisure                       Water Utilities
                                                   Wireless Telecommunication Services


                  Appendix B

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 , Class C or Class N 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  through a  broker-dealer  that has  entered  into a
     special  agreement with the Distributor to allow the broker's  customers to
     purchase  and pay for shares of  Oppenheimer  funds  using the  proceeds of
     shares  redeemed in the prior 30 days from a mutual fund (other than a fund
     managed  by the  Manager  or any of its  subsidiaries)  on which an initial
     sales charge or contingent deferred sales charge was paid. This waiver also
     applies to shares  purchased  by  exchange of shares of  Oppenheimer  Money
     Market Fund,  Inc. that were  purchased  and paid for in this manner.  This
     waiver must be requested  when the  purchase  order is placed for shares of
     the Fund, and the Distributor  may require  evidence of  qualification  for
     this waiver.

     |_| Shares  purchased with the proceeds of maturing  principal units of any
     Qualified Unit Investment Liquid Trust Series.

     |_|  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  requested in writing by a Retirement Plan sponsor of
          Class C shares of an  Oppenheimer  fund in amounts of $500,000 or more
          and made  more  than 12  months  after  the  Retirement  Plan's  first
          purchase of Class C shares, if the redemption proceeds are invested in
          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
          Value Fund Oppenheimer Quest Global 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  and Statement of Additional  Information.
Individuals who qualify under this arrangement for reduced sales charge rates as
members  of  Associations  also may  purchase  shares  for their  individual  or
custodial  accounts at these  reduced  sales charge  rates,  upon request to the
Distributor.

          |X| Waiver of Class A Sales Charges for Certain Shareholders.  Class A
          shares  purchased by the  following  investors  are not subject to any
          Class A initial or contingent deferred sales charges:

          o  Shareholders  who were  shareholders  of the AMA Family of Funds on
          February 28, 1991 and who  acquired  shares of any of the Former Quest
          for Value Funds by merger of a portfolio of the AMA Family of Funds.

          o Shareholders  who acquired shares of any Former Quest for Value Fund
          by merger of any of the portfolios of the Unified Funds.

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

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

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  Municipal Bond Fund,  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. Mr. Motley was elected as Trustee to the Board I Funds effective October 10, 2002.
2 In accordance with rule 12b-1 of the Investment Company Act, the term "Independent Trustees" in this
Statement of Additional Information refers to those Trustees who are not "interested persons" of the
Fund and who do not have any direct or indirect financial interest in the operation of the distribution
plan or any agreement under the plan.
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 does not apply to 403(b)(7) custodial plans if the participant is less than age 55, nor
to IRAs.
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 Oppenheimer
Funds 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 Europe Fund

Internet Website:
         www.oppenheimerfunds.com
         ------------------------

Investment Advisor
         OppenheimerFunds, Inc.
         498 Seventh Avenue
         New York, New York 10018

Distributor
         OppenheimerFunds Distributor, Inc.
         498 Seventh Avenue
         New York, New York 10018

Transfer Agent
         OppenheimerFunds Services
         P.O. Box 5270
         Denver, Colorado 80217
         1.800.525.7048

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
         1675 Broadway
         New York, New York
         10019-5820


(OppenheimerFunds logo)
PX0261.1201


--------

STATEMENT OF INVESTMENTS  February 28, 2003 / Unaudited
--------------------------------------------------------------------------------

                                                                   Market Value
                                                         Shares      See Note 1
--------------------------------------------------------------------------------
 Common Stocks--91.1%
--------------------------------------------------------------------------------

 Consumer Discretionary--18.8%
--------------------------------------------------------------------------------
 Automobiles--0.5%
 Porsche AG, Preferred                                      134        $ 43,270
--------------------------------------------------------------------------------
 Hotels, Restaurants & Leisure--2.1%
 Intralot SA                                             12,000         179,777
--------------------------------------------------------------------------------
 Household Durables--4.5%
 Barratt Developments plc                                 9,521          61,486
--------------------------------------------------------------------------------
 Koninklijke (Royal)
 Philips Electronics NV                                  19,200         320,339
                                                                       ---------
                                                                        381,825

--------------------------------------------------------------------------------
 Media--4.8%
 JC Decaux SA 1                                           9,230          84,559
--------------------------------------------------------------------------------
 Reed Elsevier plc                                       10,378          75,766
--------------------------------------------------------------------------------
 Wolters Kluwer NV                                       13,500         186,680
--------------------------------------------------------------------------------
 WPP Group plc                                           11,010          67,763
                                                                       ---------
                                                                        414,768
--------------------------------------------------------------------------------
 Multiline Retail--3.2%
 Mothercare plc                                          83,400         123,482
--------------------------------------------------------------------------------
 Stockmann AB, Cl. B                                     10,400         154,125
                                                                       ---------
                                                                        277,607

--------------------------------------------------------------------------------
 Textiles & Apparel--3.7%
 Hermes
 International SA                                           730          91,425
--------------------------------------------------------------------------------
 Tod's SpA                                                7,400         221,326
                                                                       ---------
                                                                        312,751

--------------------------------------------------------------------------------
 Consumer Staples--4.2%
--------------------------------------------------------------------------------
 Beverages--1.0%
 Diageo plc                                               8,720          86,530
--------------------------------------------------------------------------------
 Food Products--2.1%
 Cadbury Schweppes plc                                   14,415          72,883
--------------------------------------------------------------------------------
 Nestle SA                                                  550         110,730
                                                                       ---------
                                                                        183,613

--------------------------------------------------------------------------------
 Household Products--0.6%
 Reckitt Benckiser plc                                    3,400          53,607
--------------------------------------------------------------------------------
 Personal Products--0.5%
--------------------------------------------------------------------------------
 L'Oreal SA                                                 630          40,673


                                                                   Market Value
                                                         Shares      See Note 1
--------------------------------------------------------------------------------
 Energy--1.3%
--------------------------------------------------------------------------------

 Oil & Gas--1.3%
 ENI SpA                                                  7,500        $111,310
--------------------------------------------------------------------------------
 Financials--15.9%
--------------------------------------------------------------------------------
 Banks--5.2%
 Lloyds TSB Group plc                                    12,144          67,713
--------------------------------------------------------------------------------
 Royal Bank of
 Scotland Group
 plc (The)                                                7,790         178,283
--------------------------------------------------------------------------------
 Sanpaolo IMI SpA                                        10,400          72,859
--------------------------------------------------------------------------------
 Standard Chartered plc                                  11,250         123,508
                                                                       ---------
                                                                        442,363

--------------------------------------------------------------------------------
 Diversified Financials--8.5%
 Collins Stewart Ltd.                                    48,726         252,118
--------------------------------------------------------------------------------
 DePfa Bank plc                                           2,900         105,021
--------------------------------------------------------------------------------
 Marschollek,
 Lautenschlaeger und
 Partner AG (MLP) 1                                      26,900         203,820
--------------------------------------------------------------------------------
 Van der Moolen
 Holding NV                                              13,100         172,960
                                                                       ---------
                                                                        733,919

--------------------------------------------------------------------------------
 Insurance--2.2%
 Aviva plc                                               21,350         133,084
--------------------------------------------------------------------------------
 Royal & Sun Alliance
 Insurance Group plc                                     48,230          54,317
                                                                       ---------
                                                                        187,401

--------------------------------------------------------------------------------
 Health Care--16.4%
--------------------------------------------------------------------------------
 Biotechnology--0.7%
 Qiagen NV 1                                             10,500          61,338
--------------------------------------------------------------------------------
 Health Care Equipment & Supplies--7.9%
 Amersham plc                                            11,530          78,182
--------------------------------------------------------------------------------
 Elekta AB, B Shares 1                                   26,200         244,788
--------------------------------------------------------------------------------
 Essilor International SA                                 3,400         131,923
--------------------------------------------------------------------------------
 Radiometer AS, Cl. B                                     1,300          70,634
--------------------------------------------------------------------------------
 Smith & Nephew plc                                      26,800         154,498
                                                                       ---------
                                                                        680,025

--------------------------------------------------------------------------------
 Health Care Providers & Services--2.4%
 Fresenius AG,
 Preference                                               3,862         150,681
--------------------------------------------------------------------------------
 Nicox SA 1                                              32,640          60,157
                                                                       ---------
                                                                        210,838



                          8 | OPPENHEIMER EUROPE FUND

                                                                    Market Value
                                                           Shares     See Note 1
--------------------------------------------------------------------------------
 Pharmaceuticals--5.4%
 Aventis SA                                                 1,700       $ 77,193
--------------------------------------------------------------------------------
 Novartis AG                                                 5,581       204,966
--------------------------------------------------------------------------------
 Sanofi-Synthelabo SA                                        2,731       146,055
--------------------------------------------------------------------------------
 UCB SA                                                      1,400        32,004
                                                                      ----------
                                                                         460,218

--------------------------------------------------------------------------------
 Industrials--15.9%
--------------------------------------------------------------------------------
 Commercial Services & Supplies--4.5%
 Amadeus Global Travel
 Distribution SA                                            55,100       253,582
--------------------------------------------------------------------------------
 BTG plc 1                                                  31,168        44,183
--------------------------------------------------------------------------------
 Rentokil Initial plc                                       31,310        90,126
                                                                      ----------
                                                                         387,891

--------------------------------------------------------------------------------
 Construction & Engineering--1.2%
 Koninklijke Boskalis
 Westminster NV                                              5,202       103,668
--------------------------------------------------------------------------------
 Electrical Equipment--2.6%
 SGL Carbon AG 1                                            17,633       217,796
--------------------------------------------------------------------------------
 Industrial Conglomerates--2.7%
 Aalberts Industries NV                                     18,824       227,637
--------------------------------------------------------------------------------
 Machinery--3.2%
 Halma plc                                                  92,411       154,726
--------------------------------------------------------------------------------
 Krones AG                                                   2,921       121,995
                                                                      ----------
                                                                         276,721

--------------------------------------------------------------------------------
 Trading Companies & Distributors--1.7%
 Electrocomponents plc                                      39,899       148,314
--------------------------------------------------------------------------------
 Information Technology--16.6%
--------------------------------------------------------------------------------
 Communications Equipment--2.4%
 Telefonaktiebolaget LM
 Ericsson AB, B Shares 1                                   318,000       207,416
--------------------------------------------------------------------------------
 Computers & Peripherals--2.9%
 Logitech
 International SA 1                                          7,416       248,567
--------------------------------------------------------------------------------
 Electronic Equipment & Instruments--4.1%
 Lambda Physik AG 1                                          8,056        45,671
--------------------------------------------------------------------------------
 Tandberg ASA 1                                             64,050       303,932
                                                                      ----------
                                                                         349,603

                                                                    Market Value
                                                           Shares     See Note 1
--------------------------------------------------------------------------------
 Semiconductor Equipment & Products--4.9%
 ARM Holdings plc 1                                         90,000      $ 75,132
--------------------------------------------------------------------------------
 ASM International NV 1                                      5,978        65,698
--------------------------------------------------------------------------------
 Jenoptik AG                                                12,480       108,684
--------------------------------------------------------------------------------
 STMicroelectronics NV                                       9,585       177,172
                                                                      ----------
                                                                         426,686

--------------------------------------------------------------------------------
 Software--2.3%
 Business Objects SA 1                                       7,920       134,445
--------------------------------------------------------------------------------
 UBI Soft
 Entertainment SA 1                                          5,480        61,898
                                                                      ----------
                                                                         196,343
--------------------------------------------------------------------------------
 Materials--0.3%
--------------------------------------------------------------------------------
 Chemicals--0.3%
 Givaudan SA                                                    69        28,292
--------------------------------------------------------------------------------
 Telecommunication Services--1.7%
--------------------------------------------------------------------------------
 Wireless Telecommunication Services--1.7%
 Vodafone Group plc                                         79,200       141,901
                                                                      ----------
 Total Common Stocks
 (Cost $10,753,468)                                                    7,822,668

                                                             Units
--------------------------------------------------------------------------------
 Rights, Warrants and Certificates--0.0%


 Banca Bipielle Network
 SpA Wts., Exp. 12/31/03 1
 (Cost $0)                                                   1,200            --

                                                          Principal
                                                            Amount
--------------------------------------------------------------------------------
 Joint Repurchase Agreements--8.7%

 Undivided interest of 0.20% in joint repurchase
 agreement (Market Value $378,392,000) with Banc
 One Capital Markets, Inc., 1.31%, dated 2/28/03, to
 be repurchased at $748,082 on 3/3/03, collateralized
 by U.S. Treasury Nts., 3%--5.625%, 8/31/03--5/15/08,
 with a value of $346,658,393 and U.S. Treasury
 Bonds, 3.625%, 3/31/04, with a value of $39,549,064
 (Cost $748,000)                                         $ 748,000       748,000
--------------------------------------------------------------------------------
 Total Investments,
 at Value
 (Cost $11,501,468)                                           99.8%    8,570,668
--------------------------------------------------------------------------------
 Other Assets
 Net of Liabilities                                            0.2        17,625
                                                         -----------------------
 Net Assets                                                  100.0%   $8,588,293
                                                         =======================




                          9 | OPPENHEIMER EUROPE FUND



STATEMENT OF INVESTMENTS  Unaudited / Continued



Footnotes to Statement of Investments
1. Non-income producing security.

Distribution of investments representing geographic diversification, as a
percentage of total investments at value, is as follows:

Geographic Diversification                    Market Value      Percent
-------------------------------------------------------------------------
Great Britain                                  $ 2,237,602         26.1%
The Netherlands                                  1,138,320         13.3
France                                           1,005,500         11.7
Germany                                            891,917         10.4
United States                                      748,000          8.7
Switzerland                                        592,555          6.9
Sweden                                             452,204          5.3
Italy                                              405,495          4.7
Norway                                             303,932          3.6
Spain                                              253,582          3.0
Greece                                             179,777          2.1
Finland                                            154,125          1.8
Ireland                                            105,021          1.2
Denmark                                             70,634          0.8
Belgium                                             32,004          0.4
                                                -------------------------
Total                                           $8,570,668        100.0%
                                                =========================

See accompanying Notes to Financial Statements.


                          10 | OPPENHEIMER EUROPE FUND



STATEMENT OF ASSETS AND LIABILITIES  Unaudited

 February 28, 2003




------------------------------------------------------------------------------------------------
 Assets



 Investments, at value (cost $11,501,468)--see accompanying statement               $
8,570,668
------------------------------------------------------------------------------------------------
 Cash
9,990
------------------------------------------------------------------------------------------------
 Receivables and other assets:
 Shares of beneficial interest sold
32,106
 Interest and dividends
27,936

Other
684

------------
 Total assets
8,641,384

------------------------------------------------------------------------------------------------
 Liabilities


 Payables and other liabilities:
 Shares of beneficial interest redeemed
19,731
 Shareholder reports
11,858
 Legal, auditing and other professional fees
11,783
 Distribution and service plan fees
3,679
 Transfer and shareholder servicing agent fees
2,593
 Trustees' compensation
2,361
 Other
1,086

------------
 Total liabilities
53,091


------------------------------------------------------------------------------------------------
 Net Assets                                                                         $
8,588,293

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


------------------------------------------------------------------------------------------------
 Composition of Net Assets


 Paid-in capital
$21,646,663
------------------------------------------------------------------------------------------------
 Accumulated net investment loss
(52,513)
------------------------------------------------------------------------------------------------
 Accumulated net realized loss on investments and foreign currency transactions
(10,078,249)
------------------------------------------------------------------------------------------------
 Net unrealized depreciation on investments and translation of assets
 and liabilities denominated in foreign currencies
(2,927,608)

------------
 Net Assets                                                                         $
8,588,293

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




                          11 | OPPENHEIMER EUROPE FUND



STATEMENT OF ASSETS AND LIABILITIES Unaudited / Continued



--------------------------------------------------------------------------------------
 Net Asset Value Per Share


 Class A Shares:
 Net asset value and redemption price per share (based on net
 assets of $4,711,624 and 1,072,776 shares of beneficial interest
 outstanding)                                                                   $4.39
 Maximum offering price per share (net asset value plus sales
 charge of 5.75% of offering price)                                             $4.66
--------------------------------------------------------------------------------------
 Class B Shares:
 Net asset value, redemption price (excludes applicable contingent
 deferred sales charge) and offering price per share (based on net
 assets of $2,672,141 and 627,226 shares of beneficial interest
 outstanding)                                                                   $4.26
--------------------------------------------------------------------------------------
 Class C Shares:
 Net asset value, redemption price (excludes applicable
 contingent deferred sales charge) and offering price
 per share (based on net assets of $1,082,809
 and 252,995 shares of beneficial interest outstanding)                         $4.28
--------------------------------------------------------------------------------------
 Class N Shares:
 Net asset value, redemption price (excludes applicable
 contingent deferred sales charge) and offering price
 per share (based on net assets of $35,384 and
 8,128 shares of beneficial interest outstanding)                               $4.35
--------------------------------------------------------------------------------------
 Class Y Shares:
 Net asset value, redemption price and offering price
 per share (based on net assets of $86,335 and 19,265
 shares of beneficial interest outstanding)                                     $4.48




 See accompanying Notes to Financial Statements.


                          12 | OPPENHEIMER EUROPE FUND



STATEMENT OF OPERATIONS  Unaudited


 For the Six Months Ended February 28, 2003




---------------------------------------------------------------------------------------------
 Investment Income



 Dividends (net of foreign withholding taxes of $4,053)                         $
44,763
---------------------------------------------------------------------------------------------
 Interest
9,152

-------------
 Total investment income
53,915


--------------------------------------------------------------------------------------------
 Expenses


 Management fees
38,402

--------------------------------------------------------------------------------------------
 Distribution and service plan fees:
 Class A
6,272
 Class B
15,657
 Class C
5,752
 Class N
104

--------------------------------------------------------------------------------------------
 Transfer and shareholder servicing agent fees:
 Class A
17,209
 Class B
14,898
 Class C
5,664
 Class N
249

--------------------------------------------------------------------------------------------
 Shareholder reports
17,379

--------------------------------------------------------------------------------------------
 Legal, auditing and other professional fees
4,228

--------------------------------------------------------------------------------------------
 Custodian fees and expenses
704

--------------------------------------------------------------------------------------------
 Trustees' compensation
444

--------------------------------------------------------------------------------------------
 Other
2,693

-------------
 Total expenses
129,655
 Less reduction to custodian expenses
(49)
 Less voluntary waiver of management fees
(2,400)
 Less voluntary waiver of transfer and shareholder servicing agent fees--Class A
(10,930)
 Less voluntary waiver of transfer and shareholder servicing agent fees--Class B
(11,238)
 Less voluntary waiver of transfer and shareholder servicing agent fees--Class C
(4,216)
 Less voluntary waiver of transfer and shareholder servicing agent fees--Class N
(188)

-------------
 Net expenses
100,634


---------------------------------------------------------------------------------------------
 Net Investment Loss
(46,719)

---------------------------------------------------------------------------------------------
 Realized and Unrealized Gain (Loss)


 Net realized gain (loss) on:
 Investments
(950,150)
 Foreign currency transactions
442,400

-------------
 Net realized loss
(507,750)
---------------------------------------------------------------------------------------------
 Net change in unrealized appreciation (depreciation) on:
 Investments
(1,951,921)
 Translation of assets and liabilities denominated in foreign currencies
419,672

-------------
 Net change
(1,532,249)

-------------
 Net realized and unrealized loss
(2,039,999)


---------------------------------------------------------------------------------------------
 Net Decrease in Net Assets Resulting from Operations
$(2,086,718)

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



 See accompanying Notes to Financial Statements.


                          13 | OPPENHEIMER EUROPE FUND



STATEMENTS OF CHANGES IN NET ASSETS



                                                                                    Six
Months               Year

Ended              Ended
                                                                             February 28,
2003         August 31,

(Unaudited)               2002

------------------------------------------------------------------------------------------------------------------
 Operations

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


 Net investment loss                                                              $
(46,719)     $    (107,309)
------------------------------------------------------------------------------------------------------------------
 Net realized loss
(507,750)        (2,533,553)
------------------------------------------------------------------------------------------------------------------
 Net change in unrealized depreciation
(1,532,249)          (537,713)

--------------------------------
 Net decrease in net assets resulting from operations
(2,086,718)        (3,178,575)

------------------------------------------------------------------------------------------------------------------
 Beneficial Interest Transactions

 Net increase (decrease) in net assets resulting from beneficial interest transactions:
 Class A
(9,057)           820,312
 Class B
(458,497)           (75,408)
 Class C
67,608            180,239
 Class N
(10,564)            68,859
 Class Y
25,852             62,051

------------------------------------------------------------------------------------------------------------------
 Net Assets

 Total decrease
(2,471,376)        (2,122,522)
------------------------------------------------------------------------------------------------------------------
 Beginning of period
11,059,669         13,182,191

--------------------------------
 End of period [including accumulated net investment loss
 of $52,513 and $5,794, respectively]                                             $
8,588,293      $  11,059,669

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




 See accompanying Notes to Financial Statements.


                          14 | OPPENHEIMER EUROPE FUND



FINANCIAL HIGHLIGHTS



                                                         Six
Months                                                     Year

Ended                                                    Ended
                                                  February 28,
2003                                               August 31,
 Class A                                                (Unaudited)            2002
2001          2000           1999 1
------------------------------------------------------------------------------------------------------------------------------
 Per Share Operating Data



 Net asset value, beginning of period                        $ 5.43          $ 6.87
$11.28       $ 10.78          $ 10.00
------------------------------------------------------------------------------------------------------------------------------
 Income (loss) from investment operations:
 Net investment income (loss)                                  (.02)
(.03)       --          (.06)             .02
 Net realized and unrealized gain (loss)                      (1.02)          (1.41)
(4.41)         1.12              .76

-----------------------------------------------------------------
 Total from investment operations                             (1.04)          (1.44)
(4.41)         1.06              .78
------------------------------------------------------------------------------------------------------------------------------
 Dividends and/or distributions to shareholders:
 Dividends from net investment income                            --
--        --          (.02)              --
 Distributions from net realized gain                            --
--        --          (.43)              --
 Distributions in excess of net realized gain                    --
--        --          (.11)              --

-----------------------------------------------------------------
 Total dividends and/or distributions to shareholders            --
--        --          (.56)              --
------------------------------------------------------------------------------------------------------------------------------
 Net asset value, end of period                               $4.39           $5.43    $
6.87        $11.28           $10.78

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

------------------------------------------------------------------------------------------------------------------------------
 Total Return, at Net Asset Value 2                          (19.15)%     (20.96)%
(39.10)%        9.99%            7.80%


------------------------------------------------------------------------------------------------------------------------------
 Ratios/Supplemental Data

 Net assets, end of period (in thousands)                    $4,712          $5,842
$6,630       $11,809           $4,347
------------------------------------------------------------------------------------------------------------------------------
 Average net assets (in thousands)                           $5,262          $6,847
$9,051       $ 8,366           $3,473
------------------------------------------------------------------------------------------------------------------------------
 Ratios to average net assets: 3
 Net investment income (loss)                                 (0.64)%         (0.42)%
(0.06)%       (0.73)%           0.54%
 Expenses                                                      2.23%           2.38%
1.87%         1.94%            1.61%
 Expenses, net of reduction to custodian
 expenses and/or voluntary waiver of transfer agent
 fees and/or voluntary waiver of management fees               1.76%           2.10%
1.87%         1.92%            1.61%
------------------------------------------------------------------------------------------------------------------------------
 Portfolio turnover rate                                         33%            287%
285%          210%              83%



1. For the period from March 1, 1999 (inception of offering) to August 31, 1999.
2. Assumes an investment on the business day before the first day of the fiscal
period (or inception of offering), with all dividends and distributions
reinvested in additional shares on the reinvestment date, and redemption at the
net asset value calculated on the last business day of the fiscal period. Sales
charges are not reflected in the total returns. Total returns are not annualized
for periods of less than one full year.
3. Annualized for periods of less than one full year.

See accompanying Notes to Financial Statements.


                          15 | OPPENHEIMER EUROPE FUND



FINANCIAL HIGHLIGHTS  Continued



                                                         Six
Months                                                     Year

Ended                                                    Ended
                                                  February 28,
2003                                               August 31,
 Class B                                                (Unaudited)          2002
2001         2000            1999 1
------------------------------------------------------------------------------------------------------------------------------
 Per Share Operating Data



 Net asset value, beginning of period                        $ 5.28        $ 6.74
$11.15       $ 10.73          $ 10.00
------------------------------------------------------------------------------------------------------------------------------
 Income (loss) from investment operations:
 Net investment loss                                           (.05)         (.09)
(.06)         (.08)            (.03)
 Net realized and unrealized gain (loss)                       (.97)        (1.37)
(4.35)         1.04              .76

-----------------------------------------------------------------
 Total from investment operations                             (1.02)        (1.46)
(4.41)          .96              .73
------------------------------------------------------------------------------------------------------------------------------
 Dividends and/or distributions to shareholders:
 Dividends from net investment income                            --
--          --            --               --
 Distributions from net realized gain                            --
--          --          (.43)              --
 Distributions in excess of net realized gain                    --
--          --          (.11)              --

-----------------------------------------------------------------
 Total dividends and/or distributions to shareholders            --
--          --          (.54)              --
------------------------------------------------------------------------------------------------------------------------------
 Net asset value, end of period                               $4.26         $5.28      $
6.74        $11.15           $10.73

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

------------------------------------------------------------------------------------------------------------------------------
 Total Return, at Net Asset Value 2                          (19.32)%      (21.66)%
(39.55)%        9.09%            7.30%


------------------------------------------------------------------------------------------------------------------------------
 Ratios/Supplemental Data

 Net assets, end of period (in thousands)                    $2,672        $3,836
$5,129        $6,685             $851
------------------------------------------------------------------------------------------------------------------------------
 Average net assets (in thousands)                           $3,151        $5,012
$5,829        $3,954             $401
------------------------------------------------------------------------------------------------------------------------------
 Ratios to average net assets: 3
 Net investment loss                                         (1.39)%        (1.21)%
(0.85)%      (1.56)%           (0.87)%
 Expenses                                                      3.28%         3.15%
2.68%         2.77%            2.60%
 Expenses, net of reduction to custodian
 expenses and/or voluntary waiver of transfer agent
 fees and/or voluntary waiver of management fees               2.51%         2.87%
2.68%         2.75%            2.60%
------------------------------------------------------------------------------------------------------------------------------
 Portfolio turnover rate                                         33%          287%
285%          210%              83%



1. For the period from March 1, 1999 (inception of offering) to August 31, 1999.
2. Assumes an investment on the business day before the first day of the fiscal
period (or inception of offering), with all dividends and distributions
reinvested in additional shares on the reinvestment date, and redemption at the
net asset value calculated on the last business day of the fiscal period. Sales
charges are not reflected in the total returns. Total returns are not annualized
for periods of less than one full year.
3. Annualized for periods of less than one full year.

See accompanying Notes to Financial Statements.


16 | OPPENHEIMER EUROPE FUND




                                                         Six
Months                                                     Year

Ended                                                    Ended
                                                  February 28,
2003                                               August 31,
 Class C                                                (Unaudited)         2002
2001          2000           1999 1
------------------------------------------------------------------------------------------------------------------------------
 Per Share Operating Data



 Net asset value, beginning of period                        $ 5.30       $ 6.76
$11.20       $ 10.76          $ 10.00
------------------------------------------------------------------------------------------------------------------------------
 Income (loss) from investment operations:
 Net investment loss                                           (.03)        (.07)
(.04)         (.08)            (.02)
 Net realized and unrealized gain (loss)                       (.99)       (1.39)
(4.40)         1.06              .78

-----------------------------------------------------------------
 Total from investment operations                             (1.02)       (1.46)
(4.44)          .98              .76
------------------------------------------------------------------------------------------------------------------------------
 Dividends and/or distributions to shareholders:
 Dividends from net investment income                            --
--           --            --               --
 Distributions from net realized gain                            --
--           --          (.43)              --
 Distributions in excess of net realized gain                    --
--           --          (.11)              --

-----------------------------------------------------------------
 Total dividends and/or distributions to shareholders            --
--           --          (.54)              --
------------------------------------------------------------------------------------------------------------------------------
 Net asset value, end of period                               $4.28        $5.30       $
6.76        $11.20           $10.76

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

------------------------------------------------------------------------------------------------------------------------------
 Total Return, at Net Asset Value 2                          (19.25)%     (21.60)%
(39.64)%        9.26%            7.60%


------------------------------------------------------------------------------------------------------------------------------
 Ratios/Supplemental Data

 Net assets, end of period (in thousands)                    $1,083       $1,258
$1,422        $1,413             $133
------------------------------------------------------------------------------------------------------------------------------
 Average net assets (in thousands)                           $1,159       $1,389
$1,823        $  811             $ 52
------------------------------------------------------------------------------------------------------------------------------
 Ratios to average net assets: 3
 Net investment loss                                          (1.43)%      (1.30)%
(0.61)%       (1.56)%          (0.82)%
 Expenses                                                      3.32%        3.13%
2.69%         2.77%            2.57%
 Expenses, net of reduction to custodian expenses
 and/or voluntary waiver of transfer agent fees
 and/or voluntary waiver of management fees                    2.54%        2.85%
2.69%         2.75%            2.57
------------------------------------------------------------------------------------------------------------------------------
 Portfolio turnover rate                                         33%         287%
285%          210%              83%



1. For the period from March 1, 1999 (inception of offering) to August 31, 1999.
2. Assumes an investment on the business day before the first day of the fiscal
period (or inception of offering), with all dividends and distributions
reinvested in additional shares on the reinvestment date, and redemption at the
net asset value calculated on the last business day of the fiscal period. Sales
charges are not reflected in the total returns. Total returns are not annualized
for periods of less than one full year.
3. Annualized for periods of less than one full year.

See accompanying Notes to Financial Statements.


                          17 | OPPENHEIMER EUROPE FUND



FINANCIAL HIGHLIGHTS  Continued



                                                                                Six
Months                             Year

Ended                            Ended
                                                                         February 28,
2003                       August 31,
 Class N
(Unaudited)            2002           2001 1
-----------------------------------------------------------------------------------------------------------------------------
 Per Share Operating Data



 Net asset value, beginning of period                                               $
5.39          $ 6.85           $ 8.21
-----------------------------------------------------------------------------------------------------------------------------
 Income (loss) from investment operations:
 Net investment income (loss)
(.01)           (.03)             .01
 Net realized and unrealized loss
(1.03)          (1.43)           (1.37)

-----------------------------------------
 Total from investment operations
(1.04)          (1.46)           (1.36)
-----------------------------------------------------------------------------------------------------------------------------
 Dividends and/or distributions to shareholders:
 Dividends from net investment income
--              --               --
 Distributions from net realized gain
--              --               --
 Distributions in excess of net realized gain
--              --               --

-----------------------------------------
 Total dividends and/or distributions to shareholders
--              --               --
-----------------------------------------------------------------------------------------------------------------------------
 Net asset value, end of period
$4.35           $5.39            $6.85

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

-----------------------------------------------------------------------------------------------------------------------------
 Total Return, at Net Asset Value 2
(19.30)%        (21.31)%         (16.57)%


-----------------------------------------------------------------------------------------------------------------------------
 Ratios/Supplemental Data

 Net assets, end of period (in thousands)
$35             $56               $1
-----------------------------------------------------------------------------------------------------------------------------
 Average net assets (in thousands)
$42             $76               $1
-----------------------------------------------------------------------------------------------------------------------------
 Ratios to average net assets: 3
 Net investment income (loss)
(0.91)%          0.15%            0.20%
 Expenses
3.03%           2.65%            1.74%
 Expenses, net of reduction to custodian expenses and/or voluntary waiver
 of transfer agent fees and/or voluntary waiver of management fees
2.08%           2.37%            1.74%
-----------------------------------------------------------------------------------------------------------------------------
 Portfolio turnover rate
33%            287%             285%



1. For the period from March 1, 2001 (inception of offering) to August 31, 2001.
2. Assumes an investment on the business day before the first day of the fiscal
period (or inception of offering), with all dividends and distributions
reinvested in additional shares on the reinvestment date, and redemption at the
net asset value calculated on the last business day of the fiscal period. Sales
charges are not reflected in the total returns. Total returns are not annualized
for periods of less than one full year.
3. Annualized for periods of less than one full year.

See accompanying Notes to Financial Statements.


                          18 | OPPENHEIMER EUROPE FUND




                                                             Six
Months                                                    Year

Ended                                                   Ended
                                                      February 28,
2003                                              August 31,
 Class Y                                                    (Unaudited)
2002         2001          2000         1999 1
---------------------------------------------------------------------------------------------------------------------------------
 Per Share Operating Data



 Net asset value, beginning of period                            $ 5.52        $
6.94       $11.32       $ 10.78        $ 10.00
---------------------------------------------------------------------------------------------------------------------------------
 Income (loss) from investment operations:
 Net investment income (loss)                                      (.02)
(.10)         .03          (.05)           .04
 Net realized and unrealized gain (loss)                          (1.02)
(1.32)       (4.41)         1.15            .74

----------------------------------------------------------------
 Total from investment operations                                 (1.04)
(1.42)       (4.38)         1.10            .78
---------------------------------------------------------------------------------------------------------------------------------
 Dividends and/or distributions to shareholders:
 Dividends from net investment income                                --
--           --          (.02)            --
 Distributions from net realized gain                                --
--           --          (.43)            --
 Distributions in excess of net realized gain                        --
--           --          (.11)            --

----------------------------------------------------------------
 Total dividends and/or distributions to shareholders                --
--           --          (.56)            --
---------------------------------------------------------------------------------------------------------------------------------
 Net asset value, end of period                                   $4.48
$5.52       $ 6.94        $11.32         $10.78

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

---------------------------------------------------------------------------------------------------------------------------------
 Total Return, at Net Asset Value 2                              (18.84)%
(20.46)%     (38.69)%       10.41%          7.80%


---------------------------------------------------------------------------------------------------------------------------------
 Ratios/Supplemental Data

 Net assets, end of period (in thousands)                           $86
$68           $1            $1             $1
---------------------------------------------------------------------------------------------------------------------------------
 Average net assets (in thousands)                                  $52
$12           $1            $1             $1
---------------------------------------------------------------------------------------------------------------------------------
 Ratios to average net assets: 3
 Net investment income (loss)                                     (0.10)%
0.46%        0.37%        (0.30)%         0.65%
 Expenses                                                          1.33%
19.08%      211.24% 4       1.51%          1.52%
 Expenses, net of reduction to custodian expenses
 and/or voluntary waiver of transfer agent fees
 and/or voluntary waiver of management fees                        1.28%
1.53%        1.44%         1.49%          1.52
---------------------------------------------------------------------------------------------------------------------------------
 Portfolio turnover rate                                             33%
287%         285%          210%            83%




1. For the period from March 1, 1999 (inception of offering) to August 31, 1999.
2. Assumes an investment on the business day before the first day of the fiscal
period (or inception of offering), with all dividends and distributions
reinvested in additional shares on the reinvestment date, and redemption at the
net asset value calculated on the last business day of the fiscal period. Sales
charges are not reflected in the total returns. Total returns are not annualized
for periods of less than one full year.
3. Annualized for periods of less than one full year.
4. Added since August 31, 2001 to reflect expenses before reduction to custodian
expenses and voluntary waiver of transfer agent fees.

See accompanying Notes to Financial Statements.


                          19 | OPPENHEIMER EUROPE FUND



NOTES TO FINANCIAL STATEMENTS  Unaudited



--------------------------------------------------------------------------------
 1. Significant Accounting Policies
 Oppenheimer Europe Fund (the Fund) is registered under the Investment Company
 Act of 1940, as amended, as an open-end management investment company. The
 Fund's investment objective is to seek capital appreciation. The Fund's
 investment advisor is OppenheimerFunds, Inc. (the Manager).
    The Fund offers Class A, Class B, Class C, Class N and Class Y shares. Class
 A shares are sold at their offering price, which is normally net asset value
 plus a front-end sales charge. Class B, Class C and Class N shares are sold
 without a front-end sales charge but may be subject to a contingent deferred
 sales charge (CDSC). Class N shares are sold only through retirement plans.
 Retirement plans that offer Class N shares may impose charges on those
 accounts. Class Y shares are sold to certain institutional investors without
 either a front-end sales charge or a CDSC. All classes of shares have identical
 rights and voting privileges. Earnings, net assets and net asset value per
 share may differ by minor amounts due to each class having its own expenses
 directly attributable to that class. Classes A, B, C and N have separate
 distribution and/or service plans. No such plan has been adopted for Class Y
 shares. Class B shares will automatically convert to Class A shares six years
 after the date of purchase. The Fund assesses a 2% fee on the proceeds of fund
 shares that are redeemed (either by selling or exchanging to another
 Oppenheimer fund) within 30 days of their purchase. The fee, which is retained
 by the Fund, is accounted for as an addition to paid in capital.
    The following is a summary of significant accounting policies consistently
 followed by the Fund.
--------------------------------------------------------------------------------
 Securities Valuation. Securities listed or traded on National Stock Exchanges
 or other domestic or foreign exchanges are valued based on the last sale price
 of the security traded on that exchange prior to the time when the Fund's
 assets are valued. In the absence of a sale, the security is valued at the last
 sale price on the prior trading day, if it is within the spread of the closing
 bid and asked prices, and if not, at the closing bid price. Securities
 (including restricted securities) for which quotations are not readily
 available are valued primarily using dealer-supplied valuations, a portfolio
 pricing service authorized by the Board of Trustees, or at their fair value.
 Fair value is determined in good faith under consistently applied procedures
 under the supervision of the Board of Trustees. Short-term "money market type"
 debt securities with remaining maturities of sixty days or less are valued at
 amortized cost (which approximates market value).
--------------------------------------------------------------------------------
 Foreign Currency Translation. The accounting records of the Fund are maintained
 in U.S. dollars. Prices of securities denominated in foreign currencies are
 translated into U.S. dollars at the closing rates of exchange. Amounts related
 to the purchase and sale of foreign securities and investment income are
 translated at the rates of exchange prevailing on the respective dates of such
 transactions.



                          20 | OPPENHEIMER EUROPE FUND



    The effect of changes in foreign currency exchange rates on investments is
 separately identified from the fluctuations arising from changes in market
 values of securities held and reported with all other foreign currency gains
 and losses in the Fund's Statement of Operations.
--------------------------------------------------------------------------------
 Joint Repurchase Agreements. The Fund, along with other affiliated funds of the
 Manager, may transfer uninvested cash balances into one or more joint
 repurchase agreement accounts. These balances are invested in one or more
 repurchase agreements, secured by U.S. government securities. Securities
 pledged as collateral for repurchase agreements are held by a custodian bank
 until the agreements mature. Each agreement requires that the market value of
 the collateral be sufficient to cover payments of interest and principal;
 however, in the event of default by the other party to the agreement, retention
 of the collateral may be subject to legal proceedings.
--------------------------------------------------------------------------------
 Allocation of Income, Expenses, Gains and Losses. Income, expenses (other than
 those attributable to a specific class), gains and losses are allocated daily
 to each class of shares based upon the relative proportion of net assets
 represented by such class. Operating expenses directly attributable to a
 specific class are charged against the operations of that class.
--------------------------------------------------------------------------------
 Federal Taxes. The Fund intends to continue to comply with provisions of the
 Internal Revenue Code applicable to regulated investment companies and to
 distribute all of its taxable income, including any net realized gain on
 investments not offset by capital loss carryforwards, if any, to shareholders.
 Therefore, no federal income or excise tax provision is required.
    As of February 28, 2003, the Fund had available for federal income tax
 purposes an estimated unused capital loss carryforward of $10,026,814. This
 estimated capital loss carryforward represents the carryforward as of the end
 of the last fiscal year, increased for losses deferred under tax accounting
 rules for the current fiscal year and is increased or decreased by capital
 losses or gains realized in the first six months of the current fiscal year.

 As of August 31, 2002, the Fund had available for federal income tax purposes
 unused capital loss carryforwards as follows:

                              Expiring
                              ----------------------
                              2009        $  385,788
                              2010         6,875,740
                                          ----------
                              Total       $7,261,528
                                          ==========

--------------------------------------------------------------------------------
 Trustees' Compensation. The Fund has adopted an unfunded retirement plan for
 the Fund's independent trustees. Benefits are based on years of service and
 fees paid to each trustee during the years of service. During the six months
 ended February 28, 2003, the Fund's projected benefit obligations were
 increased by $167 and payments of $41 were made to retired trustees, resulting
 in an accumulated liability of $2,253 as of February 28, 2003.


                          21 | OPPENHEIMER EUROPE FUND



NOTES TO FINANCIAL STATEMENTS  Unaudited / Continued



--------------------------------------------------------------------------------
 1. Significant Accounting Policies Continued
    The Board of Trustees has adopted a deferred compensation plan for
 independent trustees that enables trustees to elect to defer receipt of all or
 a portion of the annual compensation they are entitled to receive from the
 Fund. Under the plan, the compensation deferred is invested by the Fund in the
 fund(s) selected by the trustee. Deferral of trustees' fees under the plan will
 not affect the net assets of the Fund, and will not materially affect the
 Fund's assets, liabilities or net investment income per share.
--------------------------------------------------------------------------------
 Dividends and Distributions to Shareholders. Dividends and distributions to
 shareholders, which are determined in accordance with income tax regulations,
 are recorded on the ex-dividend date.
--------------------------------------------------------------------------------
 Classification of Dividends and Distributions to Shareholders. Net investment
 income (loss) and net realized gain (loss) may differ for financial statement
 and tax purposes primarily because of the recognition of certain foreign
 currency gains (losses) as ordinary income (loss) for tax purposes. The
 character of dividends and distributions made during the fiscal year from net
 investment income or net realized gains may differ from their ultimate
 characterization for federal income tax purposes. Also, due to timing of
 dividends and distributions, the fiscal year in which amounts are distributed
 may differ from the fiscal year in which the income or net realized gain was
 recorded by the Fund.
    No distributions were paid during the six months ended February 28, 2003 and
 the year ended August 31, 2002.
--------------------------------------------------------------------------------
 Investment Income. Dividend income is recorded on the ex-dividend date or upon
 ex-dividend notification in the case of certain foreign dividends where the
 ex-dividend date may have passed. Non-cash dividends included in dividend
 income, if any, are recorded at the fair market value of the securities
 received. Interest income, which includes accretion of discount and
 amortization of premium, is accrued as earned.
--------------------------------------------------------------------------------
 Security Transactions. Security transactions are recorded on the trade date.
 Realized gains and losses on securities sold are determined on the basis of
 identified cost.
--------------------------------------------------------------------------------
 Other. The preparation of financial statements in conformity with accounting
 principles generally accepted in the United States of America requires
 management to make estimates and assumptions that affect the reported amounts
 of assets and liabilities and disclosure of contingent assets and liabilities
 at the date of the financial statements and the reported amounts of income and
 expenses during the reporting period. Actual results could differ from those
 estimates.




                          22 | OPPENHEIMER EUROPE FUND





--------------------------------------------------------------------------------
 2. Shares of Beneficial Interest
 The Fund has authorized an unlimited number of no par value shares of
 beneficial interest of each class. Transactions in shares of beneficial
 interest were as follows:



                  Six Months Ended February 28, 2003    Year Ended August 31, 2002
                                Shares        Amount         Shares         Amount
-----------------------------------------------------------------------------------

 Class A
 Sold                          482,027   $ 2,363,156      1,493,094    $ 8,972,262
 Redeemed                     (485,456)   (2,372,213)    (1,381,282)    (8,151,950)
                              -----------------------------------------------------
 Net increase (decrease)        (3,429)  $    (9,057)       111,812    $   820,312
                              =====================================================

-----------------------------------------------------------------------------------
 Class B
 Sold                           91,031   $   449,141        529,093    $ 3,268,092
 Redeemed                     (189,616)     (907,638)      (563,731)    (3,343,500)
                              -----------------------------------------------------
 Net decrease                  (98,585)  $  (458,497)       (34,638)   $   (75,408)
                              =====================================================

-----------------------------------------------------------------------------------
 Class C
 Sold                          127,577   $   612,631        265,966    $ 1,604,511
 Redeemed                     (111,868)     (545,023)      (238,954)    (1,424,272)
                              -----------------------------------------------------
 Net increase                   15,709   $    67,608         27,012    $   180,239
                              =====================================================

-----------------------------------------------------------------------------------
 Class N
 Sold                            6,632   $    32,613         22,625    $   144,655
 Redeemed                       (8,947)      (43,177)       (12,304)       (75,796)
                              -----------------------------------------------------
 Net increase (decrease)        (2,315)  $   (10,564)        10,321    $    68,859
                              =====================================================

-----------------------------------------------------------------------------------
 Class Y
 Sold                           69,062   $   349,574         72,547    $   421,533
 Redeemed                      (62,023)     (323,722)       (60,431)      (359,482)
                              -----------------------------------------------------
 Net increase                    7,309   $    25,852         12,116    $    62,051
                              =====================================================


--------------------------------------------------------------------------------
 3. Purchases and Sales of Securities
 The aggregate cost of purchases and proceeds from sales of securities, other
 than short-term obligations, for the six months ended February 28, 2003, were
 $3,133,614 and $4,247,761, respectively.

--------------------------------------------------------------------------------
 4. Fees and Other Transactions with Affiliates
 Management Fees. Management fees paid to the Manager were in accordance with
 the investment advisory agreement with the Fund which provides for a fee of
 0.80% of the first $250 million of average annual net assets of the Fund, 0.77%
 of the next $250 million, 0.75% of the next $500 million, 0.69% of the next $1
 billion and 0.67% of average annual net assets over $2 billion. Effective
 January 1, 2002, the Manager has voluntarily agreed to waive advisory fees at
 an annual rate equal to 0.10% or 0.05%, as the case may be, of the Fund's
 average daily net assets until the Fund's trailing one year performance
 percentile at the end of the preceding quarter is in at least the fourth
 quintile or the



                          23 | OPPENHEIMER EUROPE FUND



NOTES TO FINANCIAL STATEMENTS  Unaudited / Continued



--------------------------------------------------------------------------------
 4. Fees and Other Transactions with Affiliates Continued
 third quintile, as the case may be, of the Fund's Lipper peer group. The
 foregoing waiver is voluntary and may be terminated by the Manager at any time.
--------------------------------------------------------------------------------
 Transfer Agent Fees. OppenheimerFunds Services (OFS), a division of the
 Manager, acts as the transfer and shareholder servicing agent for the Fund. The
 Fund pays OFS a $19.75 per account fee.
    Additionally, Class Y shares are subject to minimum fees of $5,000 for
 assets of less than $10 million and $10,000 for assets of $10 million or more.
 The Class Y shares are subject to the minimum fees in the event that the per
 account fee does not equal or exceed the applicable minimum fees. OFS may
 voluntarily waive the minimum fees.
    OFS has voluntarily agreed to limit transfer and shareholder servicing agent
 fees up to an annual rate of 0.35% of average annual net assets for all
 classes. This undertaking may be amended or withdrawn at any time.
--------------------------------------------------------------------------------
 Distribution and Service Plan (12b-1) Fees. Under its General Distributor's
 Agreement with the Manager, OppenheimerFunds Distributor, Inc. (the
 Distributor) acts as the Fund's principal underwriter in the continuous public
 offering of the different classes of shares of the Fund.

 The compensation paid to (or retained by) the Distributor from the sale of
 shares or on the redemption of shares is shown in the table below for the
 period indicated.



                    Aggregate             Class A          Concessions
Concessions          Concessions       Concessions
                    Front-End           Front-End           on Class A            on
Class B           on Class C        on Class N
                Sales Charges       Sales Charges               Shares
Shares               Shares            Shares
 Six Months        on Class A         Retained by          Advanced by           Advanced
by          Advanced by       Advanced by
 Ended                 Shares         Distributor        Distributor 1
Distributor 1        Distributor 1     Distributor 1
-----------------------------------------------------------------------------------------------------------------------------------


 February 28, 2003     $8,109              $3,218                 $402
$10,670               $2,438              $314


 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.


                               Class A                 Class B                  Class
C                  Class N
                            Contingent              Contingent
Contingent               Contingent
                              Deferred                Deferred
Deferred                 Deferred
                         Sales Charges           Sales Charges            Sales
Charges            Sales Charges
 Six Months                Retained by             Retained by              Retained
by              Retained by
 Ended                     Distributor             Distributor
Distributor              Distributor
-----------------------------------------------------------------------------------------------------------------


 February 28, 2003                 $--                  $9,041
$302                       $7



--------------------------------------------------------------------------------
 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. For the six months ended February 28, 2003,
 payments under the Class A Plan totaled $6,272, all of which were paid by the
 Distributor to recipients, and included $885 paid to an affiliate of the
 Manager. Any unreimbursed expenses the Distributor incurs with respect to Class
 A shares in any fiscal year cannot be recovered in subsequent years.


                          24 | OPPENHEIMER EUROPE FUND




--------------------------------------------------------------------------------
 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. Under the plans, the Fund pays the Distributor an annual asset-based
 sales charge of 0.75% per year on Class B shares and on Class C shares and the
 Fund pays the Distributor an annual asset-based sales charge of 0.25% per year
 on Class N shares. The Distributor also receives a service fee of 0.25% per
 year under each plan.

 Distribution fees paid to the Distributor for the six months ended February 28,
 2003, were as follows:




Distributor's

Distributor's         Aggregate

Aggregate      Unreimbursed
                                                                         Unreimbursed
Expenses as %
                        Total Payments           Amount Retained             Expenses
of Net Assets
                            Under Plan            by Distributor           Under
Plan          of Class
-------------------------------------------------------------------------------------------------------


 Class B Plan                  $15,657                   $12,410
$141,217              5.28%
 Class C Plan                    5,752                     2,191
57,360              5.30
 Class N Plan                      104                       109
161              0.46



--------------------------------------------------------------------------------
 5. Foreign Currency Contracts
 A foreign currency contract is a commitment to purchase or sell a foreign
 currency at a future date, at a negotiated rate. The Fund may enter into
 foreign currency contracts for operational purposes and to seek to protect
 against adverse exchange rate fluctuations. Risks to the Fund include the
 potential inability of the counterparty to meet the terms of the contract.
    The net U.S. dollar value of foreign currency underlying all contractual
 commitments held by the Fund and the resulting unrealized appreciation or
 depreciation are determined using foreign currency exchange rates as provided
 by a reliable bank, dealer or pricing service. Unrealized appreciation and
 depreciation on foreign currency contracts are reported in the Statement of
 Assets and Liabilities as a receivable or payable and in the Statement of
 Operations with the change in unrealized appreciation or depreciation.
    The Fund may realize a gain or loss upon the closing or settlement of the
 foreign currency transactions. Such realized gains and losses are reported with
 all other foreign currency gains and losses in the Statement of Operations.

--------------------------------------------------------------------------------
 6. Bank Borrowings
 The Fund had the ability to borrow from a bank for temporary or emergency
 purposes provided asset coverage for borrowings exceeded 300%. The Fund and
 other Oppenheimer funds participated in a $400 million unsecured line of credit
 with a bank. Under that unsecured line of credit, interest was charged to each
 fund, based on its borrowings, at a rate equal to the Federal Funds Rate plus
 0.45%. Under that credit facility, the Fund paid a commitment fee equal to its
 pro rata share of the average unutilized amount of the credit facility at a
 rate of 0.08% per annum. The credit facility was terminated on November 12,
 2002.
    The Fund had no borrowings through November 12, 2002.



Oppenheimer
Global Fund


Prospectus dated November 22, 2002


          Oppenheimer   Global  Fund  is  a  mutual  fund.   It  seeks   capital
          appreciation by investing  mainly in common stocks of U.S. and foreign
          companies.  This Prospectus  contains important  information about the
          Fund's objective,  its investment  policies,  strategies and risks. It
          also contains  important  information about how to buy and sell shares
          of the Fund and other account  features.  Please read this  Prospectus
          carefully  before you invest  and keep it for future  reference  about
          your account.








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



                                             (OppenheimerFunds logo)







CONTENTS

                  ABOUT THE FUND

                  The Fund's Investment Objective and 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 Wire
                  By Mail
                  By Telephone

                  How to Exchange Shares

                  Shareholder Account Rules and Policies

                  Dividends, Capital Gains and Taxes

                  Financial Highlights





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

The Fund's Investment Objective and Strategies

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

          WHAT DOES THE FUND MAINLY INVEST IN? The Fund invests mainly in common
          stocks of companies in the U.S.  and foreign  countries.  The Fund can
          invest  without  limit in  foreign  securities  and can  invest in any
          country,  including  countries  with  developed  or emerging  markets.
          However,  the  Fund  currently  emphasizes  investments  in  developed
          markets such as the United  States,  Western  European  countries  and
          Japan.  The Fund does not  limit its  investments  to  companies  in a
          particular capitalization range, but currently focuses its investments
          in mid-cap and large-cap companies.

     The Fund is not required to allocate its investments in any set percentages
in any particular  countries.  As a fundamental  policy,  the Fund normally will
invest in at least  three  countries  (one of which may be the  United  States).
Typically the Fund invests in a number of different countries. These investments
are more fully explained in "About the Fund's Investments," below.

          HOW DOES THE PORTFOLIO  MANAGER DECIDE WHAT SECURITIES TO BUY OR SELL?
          In selecting  securities  for the Fund, the Fund's  portfolio  manager
          looks  primarily  for  foreign  and U.S.  companies  with high  growth
          potential.  He uses  fundamental  analysis  of a  company's  financial
          statements,  management structure, operations and product development,
          and  considers  factors  affecting the industry of which the issuer is
          part.

     The portfolio manager considers overall and relative economic conditions in
U.S. and foreign markets, and seeks broad portfolio diversification in different
countries to help moderate the special risks of foreign investing. The portfolio
manager  currently  focuses on the factors  below (which may vary in  particular
cases and may change over time),  looking  for:

     o  Stocks  of  small-,  medium-  and  large-cap  growth-oriented  companies
worldwide,  o Companies  that stand to benefit  from  global  growth  trends,

     o Businesses  with strong  competitive  positions and high demand for their
products or services.

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

     In applying  these and other  selection  criteria,  the  portfolio  manager
considers  the effect of  worldwide  trends on the  growth of  various  business
sectors.   The  trends,  or  global  "themes,"   currently   considered  include
development of new  technologies,  corporate  restructuring,  the growth of mass
affluence and demographic changes.

          WHO IS THE FUND  DESIGNED  FOR?  The Fund is  designed  primarily  for
          investors  seeking  capital growth in their  investment  over the long
          term from a fund that invests in the U.S. and abroad.  Those investors
          should be  willing  to  assume  the risks of  short-term  share  price
          fluctuations  that are  typical  for a fund  investing  in stocks  and
          foreign  securities.  The Fund does not seek  current  income  and the
          income  from  its  investments  will  likely  be  small,  so it is not
          designed for investors needing current income. Because of its focus on
          long-term  growth  opportunities,  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 carry risks to some degree. The Fund's investments 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
          Fund's investment Manager, OppenheimerFunds, Inc., will cause the Fund
          to underperform other funds having a similar objective.

          RISKS OF INVESTING  IN STOCKS.  Stocks  fluctuate in price,  and their
          short-term  volatility  at  times  may  be  great.  Because  the  Fund
          currently invests primarily in common stocks,  the value of the Fund's
          portfolio  will be  affected by changes in the stock  markets.  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.  While the
Fund currently invests mainly in securities of large and medium-size  companies,
it also buys  stocks of small  companies  which  may have  more  volatile  stock
prices.

     o 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 are subject to 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 has greater  emphasis on
investments in a particular industry, its share values may fluctuate in response
to events affecting that industry.

     o  Cyclical  Opportunities.  The Fund may also  seek to take  advantage  of
changes in the business  cycle by investing in companies  that are  sensitive to
those changes if the Manager believes they have growth potential. The Fund might
sometimes  seek to take  tactical  advantage of short-term  market  movements or
events affecting  particular issuers or industries.  There is a risk that if the
event does not occur as  expected,  the value of the stock could fall,  which in
turn could depress the Fund's share prices.

          RISKS OF FOREIGN  INVESTING.  The Fund normally  invests a substantial
          percentage  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  to which  U.S.  companies  are  subject.  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.  These risks
could cause the prices of foreign  stocks to fall, and could  therefore  depress
the Fund's share prices.

          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 prices 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,  domestic  and
          foreign  stock  markets can be  volatile,  and the price of the Fund's
          shares can go up and down substantially. The Fund does not seek income
          from debt  securities  to try to reduce  the  volatility  of its share
          prices. The Fund generally may be less volatile than funds focusing on
          investments in emerging markets or small-cap stocks,  but the Fund has
          greater  risks  than funds that  focus  solely on  large-cap  domestic
          stocks or stocks and bonds.

          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 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 a
broad-based market index.

     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.  The  after-tax  returns for the other  classes of shares  will vary.  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  results  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 annual total
          returns]

          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.  For the period  from  1/1/02
          through 9/30/02,  the cumulative return (not annualized)  before taxes
          for Class A shares was -24.57%.

          During the period  shown in the bar chart,  the  highest  return  (not
          annualized) before taxes for a calendar quarter was 36.38% (4 Qtr `99)
          and the lowest  return (not  annualized)  before  taxes for a calendar
          quarter was -17.77% (3 Qtr `01).


                                                                              5 Years                    10 Years
Average Annual Total Returns                                           (or life of class, if       (or life of class, if
for the periods ended December 31, 2001             1 Year                     less)                       less)
------------------------------------------ ------------------------- --------------------------- --------------------------
------------------------------------------ ------------------------- --------------------------- --------------------------
Class A Shares (inception 12/22/69)
  Return Before Taxes                              -16.87%                     13.49%                     11.83%
  Return After Taxes on Distributions              -16.87%                     10.79%                      9.44%
  Return  After  Taxes  on  Distributions
  and Sale of Fund Shares                          -10.27%                     10.49%                      9.10%
------------------------------------------ ------------------------- --------------------------- --------------------------
MSCI World Index (reflects no deduction            -16.52%                     5.74%                       8.52%
for fees, expenses or taxes)
------------------------------------------ ------------------------- --------------------------- --------------------------
Class B Shares (inception 8/17/93)                 -16.84%                     13.71%                     14.25%
------------------------------------------ ------------------------- --------------------------- --------------------------
Class C Shares (inception 10/2/95)                 -13.36%                     13.95%                     13.97%
------------------------------------------ ------------------------- --------------------------- --------------------------
------------------------------------------ ------------------------- --------------------------- --------------------------
Class N Shares (inception 3/1/01)                    N/A1                       N/A1                       N/A1
------------------------------------------ ------------------------- --------------------------- --------------------------
------------------------------------------ ------------------------- --------------------------- --------------------------
Class Y Shares (inception 11/17/98)                -11.66%                     16.22%                       N/A
------------------------------------------ ------------------------- --------------------------- --------------------------

          1 Because  this is a new class of shares,  return  data for the period
          specified is not available.

          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  charge  of 5%
          (1-year) and 2% (5 years); and for Class C, the 1% contingent deferred
          sales charge for the 1-year period. There is no sales charge for Class
          Y.  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  Class A shares is  compared  to the Morgan
          Stanley Capital  International  (MSCI) World Index, an unmanaged index
          of issuers listed on the stock  exchanges of 20 foreign  countries and
          the U.S. The index  performance  includes  reinvestment  of income but
          does not reflect  transaction  costs. The Fund's investments 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 expenses directly, such as
          sales  charges.  The  numbers  below are based on the Fund's  expenses
          during its fiscal year ended September 30, 2002.

          Shareholder Fees (charges paid directly from your investment):

  ----------------------------------------- --------------- -------------- -------------- ------------ ------------
                                            Class A Shares     Class B        Class C       Class N      Class Y
                                                               Shares         Shares        Shares       Shares
                                            --------------- -------------- -------------- ------------
  -----------------------------------------                                                            ------------
  Maximum Sales Charge (Load) on
  purchases (as % of offering price)            5.75%           None           None          None         None
  ----------------------------------------- --------------- -------------- -------------- ------------
                                            --------------- -------------- -------------- ------------ ------------
  Maximum Deferred Sales Charge (Load)
  (as % of the lower of the original            None1            5%2            1%3           1%4         None
  offering price or redemption proceeds)
  ----------------------------------------- --------------- -------------- -------------- ------------ ------------
  Redemption Fee (as a percentage of
  total redemption proceeds)5                   2.00%           2.00%          2.00%         2.00%        2.00%
  ----------------------------------------- --------------- -------------- -------------- ------------ ------------

          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  to 1% in  the  sixth  year  and  is
          eliminated after that.

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

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

          5. The  redemption fee applies to the proceeds of Fund shares that are
          redeemed (either by selling or exchanging to another Oppenheimer fund)
          within 30 days of their  purchase.  See "How to Sell  Shares" for more
          information on when the redemption fee will apply.

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                                   0.67%          0.67%          0.67%          0.67%        0.67%
--------------------------------------------- -------------- -------------- --------------- ------------ -------------
--------------------------------------------- -------------- -------------- --------------- ------------ -------------
Distribution and/or Service (12b-1) Fees          0.23%          1.00%          1.00%          0.50%         N/A
--------------------------------------------- -------------- -------------- --------------- ------------ -------------
--------------------------------------------- -------------- -------------- --------------- ------------ -------------
Other Expenses                                    0.33%          0.33%          0.32%          0.28%        0.48%
--------------------------------------------- -------------- -------------- --------------- ------------ -------------
--------------------------------------------- -------------- -------------- --------------- ------------ -------------
Total Annual Operating Expenses                   1.23%          2.00%          1.99%          1.45%        1.15%
--------------------------------------------- -------------- -------------- --------------- ------------ -------------

          Expenses may vary in future years.  "Other expenses"  include transfer
          agent fees, custodial fees, and accounting and legal expenses that the
          Fund pays. The "Other Expenses" in the table are based on, among other
          things,  the fees the Fund would have paid if the  transfer  agent had
          not waived a portion of its fee under a voluntary  undertaking  to the
          Fund to limit  these  fees to 0.35% of  average  daily net  assets per
          fiscal  year;  for  Class  Y  only,  it  was  0.25%  per  fiscal  year
          (pro-rated) prior to November 1, 2002. That undertaking may be amended
          or  withdrawn  at any  time.  After  the  waiver,  the  actual  "Other
          Expenses"  and "Total Annual  Operating  Expenses" as  percentages  of
          average  daily  net  assets  were  0.38% and 1.05% for Class Y shares,
          respectively.  Under the current Class Y  undertaking,  those expenses
          would not have exceeded the expense limitation described above.

          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                               $693                 $943               $1,212              $1,978
------------------------------------ --------------------- -------------------- ------------------ -------------------
------------------------------------ --------------------- -------------------- ------------------ -------------------
Class B Shares                               $703                 $927               $1,278             $1,9461
------------------------------------ --------------------- -------------------- ------------------ -------------------
------------------------------------ --------------------- -------------------- ------------------ -------------------
Class C Shares                               $302                 $624               $1,073              $2,317
------------------------------------ --------------------- -------------------- ------------------ -------------------
------------------------------------ --------------------- -------------------- ------------------ -------------------
Class N Shares                               $248                 $459                $792               $1,735
------------------------------------ --------------------- -------------------- ------------------ -------------------
------------------------------------ --------------------- -------------------- ------------------ -------------------
Class Y Shares                               $117                 $365                $633               $1,398
------------------------------------ --------------------- -------------------- ------------------ -------------------

------------------------------------ --------------------- -------------------- ------------------ -------------------
If shares are not redeemed:                 1 Year               3 Years             5 Years            10 Years
------------------------------------ --------------------- -------------------- ------------------ -------------------
------------------------------------ --------------------- -------------------- ------------------ -------------------
Class A Shares                               $693                 $943               $1,212              $1,978
------------------------------------ --------------------- -------------------- ------------------ -------------------
------------------------------------ --------------------- -------------------- ------------------ -------------------
Class B Shares                               $203                 $627               $1,078             $1,9461
------------------------------------ --------------------- -------------------- ------------------ -------------------
------------------------------------ --------------------- -------------------- ------------------ -------------------
Class C Shares                               $202                 $624               $1,073              $2,317
------------------------------------ --------------------- -------------------- ------------------ -------------------
------------------------------------ --------------------- -------------------- ------------------ -------------------
Class N Shares                               $148                 $459                $792               $1,735
------------------------------------ --------------------- -------------------- ------------------ -------------------
------------------------------------ --------------------- -------------------- ------------------ -------------------
Class Y Shares                               $117                 $365                $633               $1,398
------------------------------------ --------------------- -------------------- ------------------ -------------------

          In the first  example,  expenses  include the initial sales charge for
          Class A and the  applicable  Class B,  Class C or  Class N  contingent
          deferred sales charges.  In the second  example,  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.  There is no sales
          charge on Class Y shares.  1. Class B expenses  for years 7 through 10
          are  based on Class A  expenses,  since  Class B shares  automatically
          convert to Class A 72 months after purchase.

About the Fund's Investments

          THE FUND'S PRINCIPAL INVESTMENT POLICIES. The allocation of the Fund's
          portfolio among different  investments  will vary over time based upon
          the  Manager's  evaluation of economic and market  trends.  The Fund's
          portfolio  might not  always  include  all of the  different  types of
          investments  described below. 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.  The Fund  attempts  to reduce its  exposure to
     market risks by  diversifying  its  investments,  that is, by not holding a
     substantial amount of the stock of any one company and by not investing too
     great a percentage of the Fund's assets in any one issuer.  Also,  the Fund
     does not  concentrate 25% or more of its total assets in 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  prices of the Fund will
     change  daily based on changes in market  prices of  securities  and market
     conditions and in response to other economic events.

          CAN THE FUND'S  INVESTMENT  OBJECTIVE AND POLICIES CHANGE?  The Fund's
          Board of  Trustees  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  investment  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 can also
          use the investment techniques and strategies described below. The Fund
          might  not  always  use all of  them.  These  techniques  have  risks,
          although some are designed to help reduce overall investment or market
          risks.

          Other  Equity  Investments.  While the Fund  invests  mainly in common
          stocks, it can buy other equity securities,  such as preferred stocks,
          warrants and securities  convertible into common stocks,  which may be
          subject to credit risks and interest  rate risks,  as described in the
          Statement  of  Additional  Information.  Currently,  these  are  not a
          principal investment of the Fund.

          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.  A
          restricted  security is one that has a contractual  restriction on its
          resale or which cannot be sold publicly  until it is registered  under
          the  Securities Act of 1933. The Fund will not invest more than 10% of
          its net assets in illiquid  or  restricted  securities  (the Board may
          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.

          Special  Risks of  Emerging  and  Developing  Markets.  While the Fund
          currently  focuses on investing in developed markets such as the U.S.,
          Canada,  Europe, Japan,  Australia and New Zealand, it can also invest
          in emerging or developing  markets.  Securities of issuers in emerging
          and developing markets may offer special investment opportunities, but
          present risks not found in more mature markets.  Those  securities may
          be more difficult to sell at an acceptable  price and their prices may
          be more volatile than securities of issuers in more developed markets.
          Settlements  of trades may be  subject  to greater  delays so that the
          Fund might not  receive  the  proceeds  of a sale of a  security  on a
          timely basis. These investments may be very speculative.

          These  countries  might  have  less  developed   trading  markets  and
     exchanges.  Emerging  market  countries may have less  developed  legal and
     accounting  systems  and  investments  may be subject  to greater  risks of
     government restrictions on withdrawing the sale proceeds of securities from
     the country.  Economics of developing  countries  may be more  dependent on
     relatively few industries that may be highly vulnerable to local and global
     changes.  Governments  may be more  unstable and present  greater  risks of
     nationalization  or  restrictions  on foreign  ownership of stocks of local
     companies.

          Derivative  Investments.  The Fund can invest in a number of different
          kinds of "derivative"  investments to seek increased returns or to try
          to  hedge  investment  risks.  It  does  not  do  so  currently  to  a
          significant  degree. In general terms, a derivative  investment is one
          whose value depends on (or is derived from) the value of an underlying
          asset, interest rate or index. Options, futures, and forward contracts
          are examples of derivatives.


          Derivatives  have risks.  If the issuer of the derivative does not pay
     the amount due, the Fund can lose money on the  investment.  The underlying
     security or investment on which the derivative is based, and the derivative
     itself,  might not perform the way the Manager  expected it to perform.  If
     that  happens,  the Fund's share price could  decline or the Fund could get
     less income than expected.  The Fund has limits on the amount of particular
     types of derivatives it can hold. However,  using derivatives can cause the
     Fund to lose money on its investment  and/or increase the volatility of its
     share prices.

          Hedging.  The  Fund  can  buy  and  sell  forward  contracts,  futures
          contracts,  and put and call  options.  These are all  referred  to as
          "hedging  instruments."  The Fund is not required to hedge to seek its
          objective.  The Fund has limits on its use of hedging  instruments and
          does not use them for speculative purposes.

          The Fund could buy and sell options, futures and forward contracts for
     a number of  purposes.  It might  hedge to try to manage  its  exposure  to
     changing  securities prices.  Buying futures and call options would tend to
     increase the Fund's exposure to the securities  markets.  Forward contracts
     can be used to try to manage  foreign  currency risks on the Fund's foreign
     investments.

          Hedging  involves risks.  If the Manager used a hedging  instrument at
     the wrong time or judged market conditions incorrectly,  the strategy could
     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  or if it could not close out a  position  because of an
     illiquid market.

          Portfolio  Turnover.  The Fund's investment process may cause the Fund
          to engage in active  and  frequent  trading.  Therefore,  the Fund may
          engage in short-term  trading  while trying to achieve its  objective.
          Portfolio  turnover  increases  brokerage  costs  the Fund  pays  (and
          reduces 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 unstable
          adverse market or economic conditions,  the Fund can invest up to 100%
          of its assets in temporary  investments that are inconsistent with the
          Fund's principal investment  strategies.  These would ordinarily be U.
          S. government securities, highly-rated commercial paper, bank deposits
          or repurchase  agreements.  For cash management purposes, the Fund can
          hold cash equivalents such as commercial paper, repurchase agreements,
          Treasury bills and other short-term U.S.  government  securities.  The
          Fund might also hold these types of securities  pending the investment
          proceeds from the sale of 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.

How the Fund Is Managed

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

          The Manager has operated as an investment  advisor since January 1960.
     The Manager and its  subsidiaries  and controlled  affiliates  managed more
     than $120  billion in assets as of  September  30,  2002,  including  other
     Oppenheimer  funds  with  more  than 7 million  shareholder  accounts.  The
     Manager is located at 498 Seventh Avenue, New York, New York 10018.

          Portfolio  Manager.  The  portfolio  manager of the Fund is William L.
          Wilby.  He is a Vice President of the Fund and a Senior Vice President
          of the Manager. He has been the person principally responsible for the
          day-to-day  management of the Fund's portfolio since October 1992. Mr.
          Wilby  also  serves as an  officer  and  portfolio  manager  for other
          Oppenheimer funds. He joined the Manager in 1991.

          Advisory Fees. Under the investment advisory agreement,  the Fund pays
          the  Manager  an  advisory  fee at an  annual  rate that  declines  on
          additional  assets as the Fund grows:  0.80% of the first $250 million
          of  average  annual  net  assets of the  Fund,  0.77% of the next $250
          million, 0.75% of the next $500 million, 0.69% of the next $1 billion,
          0.67% on the next $1.5 billion,  0.65% on the next $2.5 billion, 0.63%
          of the next $4  billion  and 0.61% of  average  annual  net  assets in
          excess of $10 billion.  The Fund's  management fee for the fiscal year
          ended  September 30, 2002,  was 0.67% of average annual net assets for
          each class of shares.


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


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.

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, 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 is determined 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.  To determine net asset value, the Fund's Board of Trustees has
     established procedures to value the Fund's securities, in general, based on market
     value.  The Board has adopted special procedures for valuing illiquid and
     restricted securities and obligations for which market values cannot be readily
     obtained.  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.

     If, after the close of the principal market on which a security held by
     the Fund is traded, and before the time the Fund's securities are priced
     that day, an event occurs that the Manager deems likely to cause a
     material change in the value of such security, the Fund's Board of
     Trustees has authorized the Manager, subject to the Board's review, to
     ascertain a fair value for such security.  A security's valuation may
     differ depending on the method used for determining value.
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
     New York Stock 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 New York Stock 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 specify the class
of shares.  If you do not choose a class, your investment will be made in Class A
shares.
----------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------

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

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

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

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

Class Y Shares.  Class Y shares are offered only to certain institutional investors
that have special agreements 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 probably
         consider purchasing 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.

         And for non-retirement plan investors who 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 $500,000 or more of Class B shares or $1
         million or more of Class C shares from a single investor.

     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.  Share certificates are only available for Class A shares.  If you
     are considering using your shares as collateral for a loan, that may be a factor
     to consider.

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.

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

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:

----------------------------------------------- --------------------- ------------------------- ----------------------
                                                  Front-End Sales      Front-End Sales Charge
                                                    Charge As a        As a Percentage of Net      Concessions As
                                                   Percentage of          Amount Invested           Percentage of
Amount of Purchase                                 Offering Price                                  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%
----------------------------------------------- --------------------- ------------------------- ----------------------

Can You Reduce Class A Sales Charges?  You may be eligible to buy Class A shares at
      reduced sales charge rates under the Fund's "Right of Accumulation" or a Letter
      of Intent, as described in "Reduced Sales Charges" in the Statement of Additional
      Information.

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 for certain purchases by particular types of
      retirement plans that were permitted to purchase such shares prior to March 1,
      2001 ("grandfathered retirement accounts").  Retirement 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 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.

Purchases by Certain  Retirement  Plans.  There is no initial  sales charge on purchases
of Class A shares of any one or more  Oppenheimer  funds by  retirement  plans that have
$10 million or more in plan assets and that have entered into a special  agreement  with
the Distributor  and by retirement  plans which are part of a retirement plan product or
platform  offered  by  certain  banks,  broker-dealers,  financial  advisors,  insurance
companies  or  recordkeepers  which  have  entered  into a  special  agreement  with the
Distributor.  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  as
described in the Statement of Additional  Information.  There is no contingent  deferred
sales charge upon the redemption of such shares.

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                                     Contingent Deferred Sales Charge
Month in Which Purchase                                      On Redemptions in That Year
Order Was Accepted                                           (As % of Amounts 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.

         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  and employee  benefit  plans.  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. After
the shares have been held 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 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
retains the service fees for accounts for which it renders the required personal
services.

         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 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. 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 1.00% of the purchase
price. The Distributor retains the asset-based sales charge on Class N shares. See the
Statement of Additional Information for exceptions.

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.

REINVESTMENT PRIVILEGE.  If you redeem some or all of your Class A or Class B shares
of the Fund, you have up to six months to reinvest all or part of the redemption
proceeds in Class A shares of the Fund or other Oppenheimer funds without paying a
sales charge.  This privilege applies only to Class A shares that you purchased
subject to an initial sales charge and to Class A or Class B shares on which you paid
a contingent deferred sales charge when you redeemed them.  This privilege does not
apply to Class C, Class N or Class Y shares.  You must be sure to ask the Distributor
for this privilege when you send your payment.

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 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.

         The Fund  assesses a 2% fee on the  proceeds of Fund  shares that are  redeemed
(either by selling or  exchanging to another  Oppenheimer  fund) within 30 days of their
purchase.  The  redemption  fee is paid to the  Fund,  and is  intended  to  offset  the
trading  costs,   market  impact  and  other  costs  associated  with  short-term  money
movements  in and out of the Fund.  The  redemption  fee is imposed  to the extent  that
Fund shares  redeemed  exceed  Fund  shares  that have been held more than 30 days.  For
shares of the Fund  acquired by  exchange,  the holding  period prior to the exchange is
not considered in determining whether to apply the redemption fee.

         The redemption fee is not imposed on shares:
o        held in certain omnibus  accounts,  including  retirement plans qualified under
         Sections  401(a) or 401(k) of the  Internal  Revenue  Code,  Section  403(b)(7)
         custodial plan accounts,  or plans  administered  as college  savings  programs
         under Section 529 of the Internal Revenue Code,
o        redeemed   under   automatic   withdrawal   plans  or  pursuant  to   automatic
         re-balancing in OppenheimerFunds Portfolio Builder accounts,
o        redeemed due to death or disability of the shareholder, or
o        redeemed  from accounts for which the dealer,  broker or financial  institution
         of record has entered into an agreement with the Distributor for this purpose.

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 requests by mail:      Send courier or express requests
to:
OppenheimerFunds Services                            OppenheimerFunds Services
P.O. Box 5270                                                 10200 E. Girard Avenue,
Building D
Denver, Colorado 80217-5270                          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 New York Stock 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
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 B 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 B to the
         Statement of Additional Information.

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

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

How to Exchange Shares

         Shares of the Fund may be exchanged for shares of certain Oppenheimer funds at
net asset value per share at the time of exchange, without sales charge.  Shares of
the Fund can be purchased by exchange of shares of other Oppenheimer funds on the same
basis. 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 every 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 EXCHANGES? There are certain exchange policies you should be
aware of:
o        Shares are normally redeemed from one fund and purchased from the other fund
         in the exchange transaction on the same regular business day on which the
         Transfer Agent receives an exchange request that conforms to the policies
         described above. It must be received by the close of The New York Stock
         Exchange that day, which is normally 4:00 P.M. but may be earlier on some
         days.  However, either fund may delay the purchase of shares of the fund you
         are exchanging into up to seven days if it determines it would be
         disadvantaged by the same day exchange.
     o   The interests of the Fund's  long-term  shareholders  and its ability to manage
         its  investments  may be  adversely  affected  when its shares  are  repeatedly
         bought and sold in response to short-term  market  fluctuations--also  known as
         "market  timing."  When large dollar  amounts are  involved,  the Fund may have
         difficulty  implementing  long-term  investment  strategies,  because it cannot
         predict how much cash it will have to invest.  Market timing also may force the
         Fund to sell portfolio  securities at  disadvantageous  times to raise the cash
         needed to buy a market  timer's Fund shares.  These factors may hurt the Fund's
         performance and its  shareholders.  When the Manager believes  frequent trading
         would  have  a  disruptive   effect  on  the  Fund's   ability  to  manage  its
         investments,  the Manager and the Fund may reject purchase orders and exchanges
         into the Fund by any person,  group or account that the Manager  believes to be
         a market timer.
o        The Fund may amend,  suspend or terminate  the exchange  privilege at any time.
         The  Fund  will  provide  you  notice  whenever  it  is  required  to  do so by
         applicable law, but it may impose changes at any time for emergency purposes.
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.
o        The Fund assesses a 2% fee on the proceeds of Fund shares that are redeemed
         (either by selling or exchanging to another Oppenheimer fund) within 30 days
         of their purchase. Further details are set forth following the first paragraph
         under "How to Sell Shares" on page 22.

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 fee is assessed on any account valued at less than $500.  The fee is
     automatically deducted from accounts annually on or about the second to last
     business day of September.  See the Statement of Additional Information, or visit
     the OppenheimerFunds website, to learn how you can avoid this fee and for
     circumstances when this fee will not be assessed.
The offering of shares may be suspended during any period in which the determination
     of net asset value is suspended, and the offering may be suspended by the Board of
     Trustees at any time the Board believes it is in the Fund's best interest to do so.
Telephone transaction privileges for purchases, redemptions or exchanges may be
     modified, suspended or terminated by the Fund at any time.  The Fund will provide
     you notice whenever it is required to do so by applicable law. If an account has
     more than one owner, the Fund and the Transfer Agent may rely on the instructions
     of any one owner. Telephone privileges apply to each owner of the account and the
     dealer representative of record for the account unless the Transfer Agent receives
     cancellation instructions from an owner of the account.
The Transfer Agent will record any telephone calls to verify data concerning
     transactions and has adopted other procedures to confirm that telephone
     instructions are genuine, by requiring callers to provide tax identification
     numbers and other account data or by using PINs, and by confirming such
     transactions in writing. The Transfer Agent and the Fund will not be liable for
     losses or expenses arising out of telephone instructions reasonably believed to be
     genuine.
Redemption or transfer requests will not be honored until the Transfer Agent receives
     all required documents in proper form.  From time to time, the Transfer Agent in
     its discretion may waive certain of the requirements for redemptions stated in
     this Prospectus.
Dealers that perform account transactions for their clients by participating in
     NETWORKING through the National Securities Clearing Corporation are responsible
     for obtaining their clients' permission to perform those transactions, and are
     responsible to their clients who are shareholders of the Fund if the dealer
     performs any transaction erroneously or improperly.
The redemption price for shares will vary from day to day because the value of the
     securities in the Fund's portfolio fluctuates. The redemption price, which is the
     net asset value per share, will normally differ for each class of shares.  The
     redemption value of your shares may be more or less than their original cost.
Payment for redeemed shares ordinarily is made in cash. It is forwarded by check, or
     through AccountLink or by Federal Funds wire (as elected by the shareholder)
     within seven days after the Transfer Agent receives redemption instructions in
     proper form. However, under unusual circumstances determined by the Securities and
     Exchange Commission, payment may be delayed or suspended.  For accounts registered
     in the name of a broker-dealer, payment will normally be forwarded within three
     business days after redemption.
The Transfer Agent may delay processing any type of redemption payment as described
     under "How to Sell Shares" for recently purchased shares, but only until the
     purchase payment has cleared.  That delay may be as much as 10 days from the date
     the shares were purchased.  That delay may be avoided if you purchase shares by
     Federal Funds wire or certified check, 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 $200 for reasons other than the fact that the market value of
     shares has dropped. In some cases, involuntary redemptions may be made to repay
     the Distributor for losses from the cancellation of share purchase orders.
Shares may be "redeemed in kind" under unusual circumstances (such as a lack of
     liquidity in the Fund's portfolio to meet redemptions). This means that the
     redemption proceeds will be paid with liquid securities from the Fund's portfolio.

"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 Trustees. Dividends and distributions paid
on 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.  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.

         If more than 50% of the Fund's assets are invested in foreign securities at
the end of any fiscal year, the Fund may elect under the Internal Revenue Code to
permit shareholders to take a credit or deduction on their federal income tax returns
for foreign taxes paid by the Fund.

         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.

Avoid "Buying a Dividend."  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.

FINANCIAL HIGHLIGHTS

 Class A   Year Ended September 30,

 2002              2001                2000             1999             1998
------------------------------------------------------------------------------------------------------------------------------------
 Per Share Operating Data



 Net asset value, beginning of period
 $ 40.04           $ 67.48         $49.50          $ 38.34          $ 49.32
------------------------------------------------------------------------------------------------------------------------------------
 Income (loss) from investment operations:
 Net investment income                             .07               .20
.26              .17             1.08
 Net realized and unrealized gain (loss)         (4.86)           (15.68)
22.20            14.37            (5.49)

-------------------------------------------------------------------------------------
 Total from investment operations                (4.79)           (15.48)
22.46            14.54            (4.41)
------------------------------------------------------------------------------------------------------------------------------------
 Dividends and/or distributions to shareholders:
 Dividends from net investment income               --                --
(.32)            (.39)            (.83)
 Dividends in excess of net investment income       --                --
(.04)              --               --
 Distributions from net realized gain               --            (11.96)
(4.12)           (2.99)           (5.74)

-------------------------------------------------------------------------------------
 Total dividends and/or distributions
 to shareholders                                    --            (11.96)
(4.48)           (3.38)           (6.57)
------------------------------------------------------------------------------------------------------------------------------------
 Net asset value, end of period                $ 35.25            $40.04
$67.48           $49.50           $38.34

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


------------------------------------------------------------------------------------------------------------------------------------
 Total Return, at Net Asset Value(1)            (11.96)%          (27.10)%
47.13%           40.05%           (9.85)%


------------------------------------------------------------------------------------------------------------------------------------
 Ratios/Supplemental Data

 Net assets, end of period (in thousands)   $4,559,330        $4,876,120
$6,225,967       $3,780,168       $2,904,763
------------------------------------------------------------------------------------------------------------------------------------
 Average net assets (in thousands)          $5,552,582        $5,851,970
$5,555,437       $3,475,038       $3,381,204
------------------------------------------------------------------------------------------------------------------------------------
 Ratios to average net assets:(2)
 Net investment income                            0.18%             0.42%
0.41%            0.37%            0.96%
 Expenses                                         1.23%             1.12%
1.08%            1.16%            1.14%(3)
------------------------------------------------------------------------------------------------------------------------------------
 Portfolio turnover rate                            27%               36%
62%              68%              65%



1. Assumes an investment on the business day before the first day of the fiscal
period, with all dividends and distributions reinvested in additional shares on
the reinvestment date, and redemption at the net asset value calculated on the
last business day of the fiscal period. Sales charges are not reflected in the
total returns. Total returns are not annualized for periods of less than one
full year.
2. Annualized for periods of less than one full year.
3. Expense ratio has been calculated without adjustment for the reduction to
custodian expenses.



                          21 | OPPENHEIMER GLOBAL FUND



FINANCIAL HIGHLIGHTS  Continued




 Class B   Year Ended September 30,               2002              2001
2000             1999             1998
------------------------------------------------------------------------------------------------------------------------------------
 Per Share Operating Data



 Net asset value, beginning of period          $ 38.11           $ 65.26         $
48.05          $ 37.32          $ 48.19
------------------------------------------------------------------------------------------------------------------------------------
 Income (loss) from investment operations:
 Net investment income (loss)                     (.32)             (.06)
(.19)            (.16)             .69
 Net realized and unrealized gain (loss)         (4.49)           (15.13)
21.52            13.99            (5.31)

-------------------------------------------------------------------------------------
 Total from investment operations                (4.81)           (15.19)
21.33            13.83            (4.62)
------------------------------------------------------------------------------------------------------------------------------------
 Dividends and/or distributions to shareholders:
 Dividends from net investment income               --                --
--             (.11)            (.51)
 Dividends in excess of net investment income       --                --
--               --               --
 Distributions from net realized gain               --            (11.96)
(4.12)           (2.99)           (5.74)

-------------------------------------------------------------------------------------
 Total dividends and/or
 distributions to shareholders                      --            (11.96)
(4.12)           (3.10)           (6.25)
------------------------------------------------------------------------------------------------------------------------------------
 Net asset value, end of period                 $33.30            $38.11
$65.26           $48.05           $37.32

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

------------------------------------------------------------------------------------------------------------------------------------
 Total Return, at Net Asset Value(1)            (12.62)%          (27.68)%
46.01%           38.99%          (10.56)%

------------------------------------------------------------------------------------------------------------------------------------
 Ratios/Supplemental Data

 Net assets, end of period (in thousands)   $1,119,360        $1,386,315
$1,948,901       $1,250,245         $897,473
------------------------------------------------------------------------------------------------------------------------------------
 Average net assets (in thousands)          $1,456,440        $1,731,624
$1,779,871       $1,121,639         $965,647
------------------------------------------------------------------------------------------------------------------------------------
 Ratios to average net assets:(2)
 Net investment income (loss)                    (0.60)%           (0.35)%
(0.38)%          (0.40)%           0.20%
 Expenses                                         2.00%             1.89%
1.85%            1.94%            1.91%(3)
------------------------------------------------------------------------------------------------------------------------------------
 Portfolio turnover rate                            27%               36%
62%              68%              65%



1. Assumes an investment on the business day before the first day of the fiscal
period, with all dividends and distributions reinvested in additional shares on
the reinvestment date, and redemption at the net asset value calculated on the
last business day of the fiscal period. Sales charges are not reflected in the
total returns. Total returns are not annualized for periods of less than one
full year.
2. Annualized for periods of less than one full year.
3. Expense ratio has been calculated without adjustment for the reduction to
custodian expenses.




                          22 | OPPENHEIMER GLOBAL FUND





 Class C   Year Ended September 30,               2002              2001
2000             1999             1998
------------------------------------------------------------------------------------------------------------------------------------
 Per Share Operating Data



 Net asset value, beginning of period          $ 38.71           $ 66.09         $
48.63          $ 37.79          $ 48.77
------------------------------------------------------------------------------------------------------------------------------------
 Income (loss) from investment operations:
 Net investment income (loss)                     (.12)              .07
.06             (.08)             .75
 Net realized and unrealized gain (loss)         (4.77)           (15.49)
21.54            14.07            (5.42)

-------------------------------------------------------------------------------------
 Total from investment operations                (4.89)           (15.42)
21.60            13.99            (4.67)
------------------------------------------------------------------------------------------------------------------------------------
 Dividends and/or distributions to shareholders:
 Dividends from net investment income               --                --
(.02)            (.16)            (.57)
 Dividends in excess of net investment income       --                --
--(1)            --               --
 Distributions from net realized gain               --            (11.96)
(4.12)           (2.99)           (5.74)

-------------------------------------------------------------------------------------
 Total dividends and/or distributions
 to shareholders                                    --            (11.96)
(4.14)           (3.15)           (6.31)
------------------------------------------------------------------------------------------------------------------------------------
 Net asset value, end of period                 $33.82            $38.71
$66.09           $48.63           $37.79

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

------------------------------------------------------------------------------------------------------------------------------------
 Total Return, at Net Asset Value(2)            (12.63)%          (27.67)%
46.01%           38.97%          (10.53)%

------------------------------------------------------------------------------------------------------------------------------------
 Ratios/Supplemental Data

 Net assets, end of period (in thousands)     $463,949          $418,525
$404,312         $152,620          $90,707
------------------------------------------------------------------------------------------------------------------------------------

 Average net assets (in thousands)            $521,168          $448,751
$287,843         $125,334          $79,398
------------------------------------------------------------------------------------------------------------------------------------
 Ratios to average net assets:(3)
 Net investment income (loss)                    (0.56)%           (0.33)%
(0.29)%          (0.38)%           0.23%
 Expenses                                         1.99%             1.89%
1.85%            1.94%            1.91%(4)
------------------------------------------------------------------------------------------------------------------------------------
 Portfolio turnover rate                            27%               36%
62%              68%              65%


1. Less than $0.005 per share.
2. Assumes an investment on the business day before the first day of the fiscal
period, with all dividends and distributions reinvested in additional shares on
the reinvestment date, and redemption at the net asset value calculated on the
last business day of the fiscal period. Sales charges are not reflected in the
total returns. Total returns are not annualized for periods of less than one
full year.
3. Annualized for periods of less than one full year.
4. Expense ratio has been calculated without adjustment for the reduction to
custodian expenses.




                          23 | OPPENHEIMER GLOBAL FUND



FINANCIAL HIGHLIGHTS  Continued


 Class N   Year Ended September 30,               2002              2001(1)
--------------------------------------------------------------------------------
 Per Share Operating Data

 Net asset value, beginning of period           $39.98            $50.13
--------------------------------------------------------------------------------
 Income (loss) from investment operations:
 Net investment income                             .07               .01
 Net realized and unrealized loss                (4.92)           (10.16)
                                                --------------------------------
 Total from investment operations                (4.85)           (10.15)
--------------------------------------------------------------------------------
 Dividends and/or distributions to shareholders:
 Dividends from net investment income               --                --
 Dividends in excess of net investment income       --                --
 Distributions from net realized gain               --                --
                                                --------------------------------
 Total dividends and/or distributions to shareholders
--------------------------------------------------------------------------------
 Net asset value, end of period                 $35.13            $39.98
                                                ================================

--------------------------------------------------------------------------------
 Total Return, at Net Asset Value(2)            (12.13)%          (20.25)%

--------------------------------------------------------------------------------
 Ratios/Supplemental Data

 Net assets, end of period (in thousands)      $51,077            $5,971
--------------------------------------------------------------------------------
 Average net assets (in thousands)             $33,737            $1,717
--------------------------------------------------------------------------------
 Ratios to average net assets:(3)
 Net investment income                            0.14%             0.13%
 Expenses                                         1.45%             1.41%
--------------------------------------------------------------------------------
 Portfolio turnover rate                            27%               36%


1. For the period from March 1, 2001 (inception of offering) to September
30, 2001.
2. Assumes an investment on the business day before the first day of the fiscal
period (or inception of offering), with all dividends and distributions
reinvested in additional shares on the reinvestment date, and redemption at the
net asset value calculated on the last business day of the fiscal period. Sales
charges are not reflected in the total returns. Total returns are not annualized
for periods of less than one full year.
3. Annualized for periods of less than one full year.




                          24 | OPPENHEIMER GLOBAL FUND






 Class Y   Year Ended September 30,                        2002
2001               2000              1999(1)
------------------------------------------------------------------------------------------------------------------------------------
 Per Share Operating Data



 Net asset value, beginning of period                   $ 40.11            $
67.53            $ 49.54           $ 42.38
------------------------------------------------------------------------------------------------------------------------------------
 Income (loss) from investment operations:
 Net investment income                                      .12
.22                .64               .63
 Net realized and unrealized gain (loss)                  (4.85)
(15.68)             22.03             10.00

----------------------------------------------------------------------------
 Total from investment operations                         (4.73)
(15.46)             22.67             10.63
------------------------------------------------------------------------------------------------------------------------------------
 Dividends and/or distributions to shareholders:
 Dividends from net investment income                        --
--               (.50)             (.48)
 Dividends in excess of net investment income                --
--               (.06)               --
 Distributions from net realized gain                        --
(11.96)             (4.12)            (2.99)

----------------------------------------------------------------------------
 Total dividends and/or
 distributions to shareholders                               --
(11.96)             (4.68)            (3.47)
------------------------------------------------------------------------------------------------------------------------------------
 Net asset value, end of period                         $ 35.38
$40.11             $67.53            $49.54

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

------------------------------------------------------------------------------------------------------------------------------------
 Total Return, at Net Asset Value(2)                     (11.79)%
(27.04)%            47.63%            27.11%

------------------------------------------------------------------------------------------------------------------------------------
 Ratios/Supplemental Data

 Net assets, end of period (in thousands)              $164,363
$165,281           $203,252           $36,593
------------------------------------------------------------------------------------------------------------------------------------
 Average net assets (in thousands)                     $191,788
$194,016           $136,515           $16,838
------------------------------------------------------------------------------------------------------------------------------------
 Ratios to average net assets:(3)
 Net investment income                                     0.37%
0.54%              0.90%             1.07%
 Expenses                                                  1.15%
1.06%              0.82%             0.78%
 Expenses, net of reduction to custodian expenses
 and/or voluntary waiver of transfer agent fees            1.05%
1.00%              0.82%             0.78%
------------------------------------------------------------------------------------------------------------------------------------
 Portfolio turnover rate                                     27%
36%                62%               68%


1. For the period from November 17, 1998 (inception of offering) to September
30, 1999.
2. Assumes an investment on the business day before the first day of the fiscal
period (or inception of offering), with all dividends and distributions
reinvested in additional shares on the reinvestment date, and redemption at the
net asset value calculated on the last business day of the fiscal period. Sales
charges are not reflected in the total returns. Total returns are not annualized
for periods of less than one full year.
3. Annualized for periods of less than one full year.


                                    Appendix to Prospectus of
                                     Oppenheimer Global Fund

          Graphic material included in the Prospectus of Oppenheimer Global Fund
     (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 each of the ten most recent calendar years,  without deducting
     sales  charges.  Set forth  below are the  relevant  data  points that will
     appear on the bar chart.

Calendar Year Ended                            Annual Total Returns
-------------------                           --------------------

12/31/92                                             -14.20%
12/31/93                                             42.63%
12/31/94                                             -3.11%
12/31/95                                             16.59%
12/31/96                                             17.52%
12/31/97                                             21.82%
12/31/98                                             12.71%
12/31/99                                             58.48%
12/31/00                                             4.06%
12/31/01                                             -11.80%





               OPPENHEIMER GLOBAL FUND
                 Supplement dated March 31, 2003 to the
              Statement of Additional Information dated November 22, 2002

          The Statement of Additional Information is changed as follows:

          1.  The  supplement   dated  March  4,  2003  is  replaced  with  this
          supplement.

          2. The section captioned "Other Investment  Techniques and Strategies"
          is amended as follows:

          a. The  first  sentence  under  the  caption  "Futures"  on page 11 is
          revised to read as follows:

          "Futures.  The Fund can buy and sell futures  contracts that relate to
          (1) broadly-based stock indices (these are referred to as "stock index
          futures"),  (2) an individual stock ("single stock futures"), (3) bond
          indices  (these are  referred  to as "bond index  futures"),  (4) debt
          securities (these are referred to as "interest rate futures"), and (5)
          foreign currencies (these are referred to as "forward contracts")."

          b. The following is added to the end of the third  paragraph under the
          "Futures" caption:

          "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."

          c. The third  paragraph  under the caption "Buying and Selling Options
          on Foreign Currencies" on page 15 is revised to read as follows:

          "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."

          d. The last sentence of the fourth paragraph under the caption "Buying
          and  Selling  Options  on  Foreign  Currencies"  is revised to read as
          follows:

          "In those circumstances,  the Fund covers the option by identifying on
          its books cash, U.S. government  securities or other liquid securities
          in an amount equal to the exercise price of the option."


          e. The  first  sentence  of the  sixth  paragraph  under  the  caption
          "Forward Contracts" on page 17 is revised to read as follows:

              "The  Fund  will  cover its  short  positions  in these  cases by
              identifying  on its books liquid  assets  having a value equal to
              the  aggregate  amount of the  Fund's  commitment  under  forward
              contracts."

          3. The section captioned "Board of Trustees and Oversight  Committees"
          on page 26 is amended as follows:

          a. The second  sentence of the second  paragraph under that caption is
          revised to read:

          "The members of the Audit Committee are Kenneth A. Randall  (Chairman)
          and Edward Reagan."

          b. The first  sentence of the third  paragraph  under that  caption is
          revised to read:

          "The members of the Study  Committee  are Robert G. Galli  (Chairman),
          Elizabeth Moynihan and Joel Motley."

          4. Effective  December 31, 2002, Mr. Leon Levy retired as a Trustee of
          the Fund and Mr. Clayton Yeutter was elected as Chairman of the Board,
          effective  January 1, 2003.  Effective  March 31, 2003,  Mr.  Benjamin
          Lipstein retired as a Trustee.  Therefore, the Statement of Additional
          Information is revised by deleting the biography for Messrs.  Levy and
          Lipstein  on page 28 and by  adding  the  following  to Mr.  Yeutter's
          biography: "Chairman of the Board of Trustees."

          5.  In the  Trustee  compensation  table  on page  33,  the  title  of
          "Chairman"  after  Mr.  Levy's  name  is  deleted  and  the  title  of
          "Chairman"  is added  after  Mr.  Yeutter's  name.  In  addition,  the
          following  footnote  is added  following  the names of  Messrs.  Levy,
          Lipstein and Yeutter:

          7. Effective January 1, 2003, Mr. Yeutter became Chairman of the Board
          of  Trustees  of the Board I Funds upon the  retirement  of Mr.  Levy.
          Effective March 31, 2003, Mr. Lipstein retired as a Trustee.

March 31, 2003                                             PX330.008



Oppenheimer Global Fund
----------------------------------------------------------------------------------------

6803 South Tucson Way, Centennial, CO 80112
1.800.225.5677

Statement of Additional Information dated November 22, 2002

          This  Statement of Additional  Information  is not a Prospectus.  This
     document  contains  additional  information  about the Fund and supplements
     information  in the  Prospectus  dated November 22, 2002. It should be read
     together with the  Prospectus.  You can obtain the Prospectus by writing to
     the Fund's Transfer  Agent,  OppenheimerFunds  Services,  at P.O. Box 5270,
     Denver,  Colorado  80217, or by calling the Transfer Agent at the toll-free
     number shown above, or by downloading it from the OppenheimerFunds Internet
     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.........................    7
     Investment Restrictions..............................................  21
How the Fund is Managed .................................................   23
     Organization and History.............................................  23
     Board of Trustees and Oversight Committees...........................  25
     Trustees and Officers of the Fund....................................  25
     The Manager.........................................................   34
Brokerage Policies of the Fund...........................................   36
Distribution and Service Plans...........................................   38
Performance of the Fund..................................................   42

About Your Account
How To Buy Shares.........................................................  47
How To Sell Shares........................................................  58
How To Exchange Shares....................................................  62
Dividends, Capital Gains and Taxes..........................................66
Additional Information About the Fund...................................... 70

Financial Information About the Fund
Independent Auditors' Report............................................... 72
Financial Statements....................................................... 73

Appendix A: Industry Classifications........................................ A-1
Appendix B: Special Sales Charge Arrangements and Waivers.................. B-1





ABOUT THE FUND


Additional Information About the Fund's Investment Policies and Risks

          The investment  objective,  the principal  investment policies and the
     main risks of the Fund are described in the  Prospectus.  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.,  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 uses in
          selecting  portfolio  securities  will vary over time. The Fund is not
          required  to use  all  of the  investment  techniques  and  strategies
          described  below at all times in seeking its goal.  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  Manager
     evaluates  the  merits of  particular  equity and  fixed-income  securities
     primarily through the exercise of its own investment analysis. 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.

          |X| Investments in Equity Securities. The Fund focuses its investments
     in equity securities of both foreign and U.S. companies.  Equity securities
     include  common  stocks,   preferred  stocks,  rights  and  warrants,   and
     securities  convertible  into  common  stock.  The Fund's  investments  can
     include  stocks of companies  in any market  capitalization  range,  if the
     Manager  believes the investment is consistent  with the Fund's  objective,
     including the preservation of principal.  Certain equity  securities may be
     selected not only for their appreciation possibilities but because they may
     provide dividend income.

          Small-cap growth companies may offer greater opportunities for capital
     appreciation than securities of large, more established companies. However,
     these  securities  also involve  greater  risks than  securities  of larger
     companies.  Securities  of small  capitalization  issuers may be subject to
     greater  price  volatility  in general than  securities  of  large-cap  and
     mid-cap companies.  Therefore,  to the degree that the Fund has investments
     in smaller  capitalization  companies  at times of market  volatility,  the
     Fund's share price may fluctuate more. Those  investments may be limited to
     the extent the Manager believes that such investments would be inconsistent
     with the goal of preservation of principal. As noted below, the Fund limits
     investments in unseasoned small cap issuers.

          |_| Growth  Companies.  The Fund may invest in  securities of "growth"
     companies.  Growth  companies are those companies that the Manager believes
     are entering into a growth cycle in their  business,  with the  expectation
     that their stock will increase in value. They may be established  companies
     as well as newer companies in the development  stage.  Growth companies may
     have a variety of characteristics that in the Manager's view define them as
     "growth" issuers.

          They may be generating or applying new  technologies,  new or improved
     distribution  techniques or new services.  They may own or develop  natural
     resources.  They may be companies  that can benefit from changing  consumer
     demands or lifestyles,  or companies that have projected earnings in excess
     of the  average  for their  sector or  industry.  In each  case,  they have
     prospects  that the Manager  believes are favorable for the long term.  The
     portfolio  manager  of the Fund  looks for growth  companies  with  strong,
     capable  management  sound  financial and accounting  policies,  successful
     product development and marketing and other factors.

          |_| Convertible  Securities.  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.  In that  case,  it will  likely  sell at a
     premium  over its  conversion  value and its price  will tend to  fluctuate
     directly with the price of the underlying security.

          While some convertible securities are a form of debt security, in many
     cases their conversion feature (allowing conversion into equity securities)
     causes them to be regarded by the Manager more as "equity  equivalents." As
     a result,  the  rating  assigned  to the  security  has less  impact on the
     Manager's  investment  decision  than in the case of  non-convertible  debt
     fixed-income securities.

          To  determine  whether  convertible  securities  should be regarded as
     "equity equivalents," the Manager examines 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.

          |_| 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.

          |X|  Foreign   Securities.   The  Fund  expects  to  have  substantial
     investments in foreign  securities.  These include equity securities issued
     by foreign  companies and debt  securities  issued or guaranteed by foreign
     companies  or  governments,  including  supra-national  entities.  "Foreign
     securities" include equity and debt securities of companies organized under
     the laws of  countries  other  than the United  States and debt  securities
     issued or guaranteed by  governments  other than the U.S.  government or by
     foreign supra-national  entities. They also include securities of companies
     (including  those that are located in the U.S. or organized under U.S. law)
     that derive a significant  portion of their revenue or profits from foreign
     businesses,  investments  or sales,  or that have a significant  portion of
     their assets abroad. 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 not  considered  "foreign
     securities" for the purpose of the Fund's investment  allocations,  because
     they are not  subject  to many of the  special  considerations  and  risks,
     discussed below, that apply to foreign securities traded and held abroad.

          Because  the Fund  may  purchase  securities  denominated  in  foreign
     currencies, a change in the value of such foreign currency against the U.S.
     dollar  will  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.

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

          o reduction of income by foreign taxes;

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

          o  transaction  charges  for  currency  exchange;

          o lack of public  information about foreign issuers;

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

          o less volume on foreign exchanges than on U.S.  exchanges;

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

          o less governmental regulation of foreign issuers, 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, because the selection of those securities must
     be consistent with the Fund's goal of preservation of principal.

          The Fund  intends  to  invest  less  than 5% of its  total  assets  in
     securities of issuers of Eastern European countries.  The social, political
     and economic reforms in most Eastern European  countries are still in their
     early  stages,  and there  can be no  assurance  that  these  reforms  will
     continue.   Eastern  European  countries  in  many  cases  do  not  have  a
     sophisticated or well-established capital market structure for the sale and
     trading of securities.  Participation in the investment  markets in some of
     those countries may be available  initially or solely through investment in
     joint ventures, state enterprises,  private placements, unlisted securities
     or other similar illiquid investment vehicles.

          In addition,  although  investment  opportunities may exist in Eastern
     European  countries,  any  change  in the  leadership  or  policies  of the
     governments of those countries, or changes in the leadership or policies of
     any other  government  that  exercises a significant  influence  over those
     countries,  may halt the  expansion  of or reverse  the  liberalization  of
     foreign  investment   policies  now  occurring.   As  a  result  investment
     opportunities which may currently exist may be threatened.

          The  prior  authoritarian  governments  of a  number  of  the  Eastern
     European  countries  previously  expropriated  large  amounts  of real  and
     personal property,  which may include property which will be represented by
     or held by entities issuing the securities the Fund might wish to purchase.
     In many  cases,  the  claims of the prior  property  owners  against  those
     governments were never finally settled.  There can be no assurance that any
     property represented by or held by entities issuing securities purchased by
     the Fund will not also be expropriated,  nationalized,  or confiscated.  If
     that property were confiscated,  the Fund could lose a substantial  portion
     of its investments in such countries.  The Fund's investments could also be
     adversely affected by exchange control  regulations imposed in any of those
     countries.

          |X| Investing in Debt  Securities.  While the Fund does not invest for
     the purpose of seeking current income, at times the Fund can invest in debt
     securities, including the convertible debt securities described above under
     the description of equity investments. Debt securities also can be selected
     for investment by the Fund for defensive purposes,  as described below. For
     example,  when the stock market is volatile,  or when the portfolio manager
     believes that growth  opportunities  in stocks are not attractive,  certain
     debt securities  might provide not only offer defensive  opportunities  but
     also some opportunities for capital appreciation.

          The Fund's debt  investments can include  corporate bonds and notes of
     foreign  or  U.S.  companies,  as  well  as  U.S.  and  foreign  government
     securities.  It is not expected that this will be a  significant  portfolio
     strategy  of the  Fund  under  normal  market  circumstances,  and the Fund
     normally does not intend to invest more than 5% of its total assets in debt
     securities.

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

          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., at least "BBB" by Standard & Poor's Ratings Services or
     Fitch, Inc., 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.

          |_| Interest Rate Risk.  Interest rate risk refers to the fluctuations
     in value of fixed-income 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  payable on those  securities,
     nor the cash income from them.  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.

          |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%. The Fund's portfolio turnover
     rate will  fluctuate  from year to year,  and the Fund may have a portfolio
     turnover rate of more than 100% annually.

          Increased  portfolio turnover creates higher brokerage and transaction
     costs for the Fund, which may reduce its overall 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| Zero Coupon  Securities.  The Fund may buy zero-coupon and delayed
     interest  securities,  and "stripped"  securities.  Stripped securities are
     debt securities  whose interest coupons are separated from the security and
     sold  separately.  The  Fund can buy  different  types  of  zero-coupon  or
     stripped securities,  including, among others, U.S. Treasury notes or bonds
     that have been stripped of their  interest  coupons,  U.S.  Treasury  bills
     issued without interest coupons, and certificates representing interests in
     stripped securities.

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

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

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

          |X| Repurchase Agreements.  The Fund may acquire securities subject to
     repurchase agreements. It may do so

          o for  liquidity  purposes  to meet  anticipated  redemptions  of Fund
     shares,  or

          o pending the investment of the proceeds from sales of Fund shares, or

          o pending the settlement of portfolio  securities  transactions,  or

          o for temporary defensive purposes, as described below.

          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 Fund's Board of
     Trustees 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 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 pledged as
     collateral for repurchase agreements are held by a custodian bank until the
     agreements  mature.  Each joint  repurchase  arrangement  requires that the
     market value of the  collateral be sufficient to cover payments of interest
     and principal;  however,  in the event of default by the other party to the
     agreement, retention of the collateral may be subject to legal proceedings.

          |X|  Illiquid  and  Restricted  Securities.  Under  the  policies  and
     procedures  established  by the  Fund's  Board  of  Trustees,  the  Manager
     determines  the liquidity of certain of the Fund's  investments.  To enable
     the Fund to sell its holdings of a restricted security not registered under
     the Securities Act of 1933, 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.



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

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

          The Fund will only enter into  "covered"  rolls.  To assure its future
     payment of the purchase  price,  the Fund will  identify on its books cash,
     U.S. government securities or other high-grade debt securities in an amount
     equal to the payment obligation under the roll.

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

          |X|  Loans  of  Portfolio  Securities.  To raise  cash  for  liquidity
     purposes or income, the Fund can lend its portfolio  securities to brokers,
     dealers and other types of  financial  institutions  approved by the Fund's
     Board of  Trustees.  These  loans are  limited  to not more than 25% of the
     value of the Fund's net assets. The Fund currently does not intend that its
     loans of  securities  in the  current  year  will  exceed  15% of its total
     assets.

          There are some risks in connection with securities  lending.  The Fund
     might  experience a delay in receiving  additional  collateral  to secure a
     loan,  or a delay in  recovery  of the loaned  securities  if the  borrower
     defaults.  The Fund  must  receive  collateral  for a loan.  Under  current
     applicable  regulatory  requirements (which are subject to change), on each
     business day the loan collateral must be at least equal to the value of the
     loaned  securities.  It must consist of cash,  bank  letters of credit,  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
     amounts  demanded by the Fund if the demand  meets the terms of the letter.
     The  terms of the  letter  of  credit  and the  issuing  bank  both must be
     satisfactory to the Fund.

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


          |X| Borrowing  for Leverage.  The Fund has the ability to borrow up to
     10% 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.
     Under current regulatory  requirements,  borrowings can be made 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 in the next year but if it
     does so, it will not likely be to a substantial degree.

          |X|  Derivatives.  The Fund can  invest  in a  variety  of  derivative
     investments  to  seek  income  or for  hedging  purposes.  Some  derivative
     investments the Fund can use are the hedging instruments described below in
     this Statement of Additional  Information.  However, the Fund does not use,
     and  does  not  currently   contemplate   using,   derivatives  or  hedging
     instruments  to a  significant  degree  in the  coming  year  and it is not
     obligated to use them in seeking its objective.

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

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

          |X| Hedging.  Although the Fund does not  anticipate the extensive use
     of hedging  instruments,  the Fund can use hedging  instruments.  It is not
     obligated  to use them in  seeking  its  objective.  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,  the Fund  could:  o sell  futures  contracts,  o buy puts on such
     futures  or on  securities,  or o write  covered  calls  on  securities  or
     futures.  Covered calls may also be used to increase the Fund's income, but
     the Manager does not expect to engage extensively in that practice.

          The Fund can 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'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.

              |_| Futures.  The Fund can buy and sell futures  contracts  that relate to

          (1) broadly-based stock indices (these are referred to as "stock index
     futures"),

          (2) bond indices (these are referred to as "bond index futures"),

          (3)  debt  securities   (these  are  referred  to  as  "interest  rate
     futures"),  and

          (4) foreign currencies (these are referred to as "forward contracts").

          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.  Bond index  futures  are  similar
     contracts  based on the  future  value of the  basket  of  securities  that
     comprise the index. These contracts obligate the seller to deliver, and the
     purchaser  to take,  cash to settle the  futures  transaction.  There is no
     delivery  made  of  the   underlying   securities  to  settle  the  futures
     obligation.  Either party may also settle the  transaction by entering into
     an offsetting contract.

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

          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  are
     effected through a clearinghouse  associated with the exchange on which the
     contracts are traded.

          |_| 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.

          |_| Writing  Covered Call Options.  The Fund can write (that is, sell)
     covered 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
     liquid assets  identified on the Fund's books 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 a specified  multiple that  determines  the
     total value of the call for each point of  difference.  If the value of the
     underlying investment does not rise above the call price, it is likely that
     the call will lapse without being  exercised.  In that case, the Fund would
     keep the cash premium.

          The Fund's custodian bank, or a securities  depository  acting for the
     custodian bank, 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.

          When the Fund writes an over-the-counter ("OTC") option, it will enter
     into an arrangement with a primary U.S. government  securities dealer which
     will  establish  a formula  price at which the Fund will have the  absolute
     right to repurchase  that OTC option.  The formula price 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
     an equivalent  dollar amount of liquid assets on the Fund's books. The Fund
     will identify  additional liquid assets on the Fund's books if the value of
     the identified  assets drops below 100% of the current value of the future.
     Because of this identification  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.

          |_| 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  identified  on the
     Fund's books 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 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.

          |_| 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 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.

          |_| Buying and Selling 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 the Fund's  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 maintaining  cash,  U.S.  government  securities or other liquid,
     high grade debt  securities in an amount equal to the exercise price of the
     option identified on the Fund's books.

          |_| 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 portfolio  turnover 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 value being more
     sensitive to changes in the value of the underlying investment.

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

          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 may 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.

          |_| 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 limits
     its exposure in foreign currency exchange contracts in a particular foreign
     currency  to the amount of its assets  denominated  in that  currency  or a
     closely-correlated  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
     to its custodian  bank 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.  As one alternative,  the Fund may purchase a
     call option  permitting the Fund to purchase the amount of foreign currency
     being  hedged  by a forward  sale  contract  at a price no higher  than the
     forward contract price. As another alternative, the Fund may purchase a put
     option  permitting the Fund to sell the amount of foreign  currency subject
     to a  forward  purchase  contract  at a price  as high or  higher  than the
     forward contact price.

          The precise  matching of the amounts under  forward  contracts and the
     value of the securities involved generally will not be possible because the
     future value of securities denominated in foreign currencies will change as
     a consequence of market movements  between the date the forward contract is
     entered  into and the date it is sold.  In some cases,  the  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  varies with
     factors such as the currencies involved,  the length of the contract period
     and the market  conditions then prevailing.  Because forward  contracts are
     usually entered into on a principal basis, no brokerage fees or commissions
     are involved.  Because these  contracts are not traded on an exchange,  the
     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.

          |_| 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  liquid
     assets on the Fund's  books 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."

          |_| Regulatory Aspects of Hedging Instruments.  When using futures and
     options  on  futures,  the  Fund is  required  to  operate  within  certain
     guidelines  and  restrictions  with  respect  to  the  use  of  futures  as
     established by the Commodities  Futures Trading Commission (the "CFTC"). In
     particular,  the  Fund is  exempted  from  registration  with the CFTC as a
     "commodity  pool  operator" if the Fund complies with the  requirements  of
     Rule 4.5 adopted by the CFTC. The Rule does not limit the percentage of the
     Fund's  assets  that may be used for  futures  margin and  related  options
     premiums for a bona fide hedging  position.  However,  under the Rule,  the
     Fund must limit its aggregate  initial  futures margin and related  options
     premiums  to not  more  than  5% of  the  Fund's  net  assets  for  hedging
     strategies that are not considered bona fide hedging  strategies  under the
     Rule.  Under the Rule,  the Fund must also use short futures and options on
     futures solely for bona fide hedging purposes within the meaning and intent
     of the applicable provisions of the Commodity Exchange Act.

          Transactions  in  options  by the  Fund  are  subject  to  limitations
     established by the option exchanges. The exchanges limit the maximum number
     of options  that may be written  or held by a single  investor  or group of
     investors  acting in concert.  Those limits apply regardless of whether the
     options were written or purchased on the same or different exchanges or are
     held in one or more accounts or through one or more different  exchanges or
     through one or more brokers.  Thus, the number of options that the Fund may
     write or hold may be affected by options written or held by other entities,
     including other  investment  companies  having the same 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 the Investment Company Act, when the Fund purchases a future, it
     must maintain cash or readily marketable  short-term debt instruments in an
     amount equal to the market value of the  securities  underlying the future,
     less the margin deposit applicable to it.

          |_| 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.

          |X|  Temporary  Defensive  Investments.  When  market  conditions  are
     unstable,  or the Manager  believes it is otherwise  appropriate  to reduce
     holdings in stocks, the Fund can invest in a variety of debt securities for
     defensive  purposes.  The Fund  can  also  purchase  these  securities  for
     liquidity purposes to meet cash needs due to the redemption of Fund shares,
     or to hold while  waiting to reinvest  cash received from the sale of other
     portfolio securities. The Fund can buy:

          o  obligations  issued or  guaranteed  by the U. S.  government or its
     instrumentalities or agencies,

          o  commercial  paper  (short-term,   unsecured,  promissory  notes  of
     domestic or foreign  companies) rated in the three top rating categories of
     a nationally recognized rating organization,

          o short-term debt obligations of corporate  issuers,  rated investment
     grade (rated at least Baa by Moody's  Investors  Service,  Inc. or at least
     BBB by Standard & Poor's Corporation, or a comparable rating by another
     rating organization), or unrated securities judged by the Manager to have a
     comparable quality to rated securities in those categories,

          o  certificates  of deposit and bankers'  acceptances  of domestic and
     foreign banks having total assets in excess of $1 billion, and

          o repurchase agreements.

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

Investment Restrictions

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


          o 67% or more of the  shares  present  or  represented  by  proxy at a
     shareholder  meeting,  if the  holders of more than 50% of the  outstanding
     shares are present or represented by proxy, or

          o more than 50% of the outstanding shares.

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

          |X| What Are the Fund's Additional Fundamental Policies? The following
     investment restrictions are fundamental policies of the Fund.

          o 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  or if it would  then own more than 10% of
          that issuer's voting  securities.  That restriction  applies to 75% of
          the Fund's total assets. The limit does not apply to securities issued
          by the U.S. Government or any of its agencies or instrumentalities.

          o The Fund  cannot  lend  money.  However,  it can  invest in all or a
          portion of an issue of bonds,  debentures,  commercial  paper or other
          similar corporate  obligations of the types that are usually purchased
          by  institutions,  whether or not they are publicly  distributed.  The
          Fund may also enter into repurchase agreements.

          o The Fund cannot concentrate investments. That means it cannot invest
          25% or more of its total  assets  in  companies  in any one  industry.
          Obligations of the U.S. government, its agencies and instrumentalities
          are not  considered  to be part of an  "industry"  for the purposes of
          this  restriction.

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

          o  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.

          o The Fund cannot invest in commodities or commodity contracts,  other
          than the hedging instruments permitted by any of its other fundamental
          policies.  It does  not  matter  whether  the  hedging  instrument  is
          considered to be a commodity or commodity contract.

               o The Fund cannot invest in the securities  issued by any company
               for the purpose of exercising management control of that company.
               o The Fund cannot  invest in or hold  securities of any issuer if
               officers  and  Trustees of the Fund or the  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.

               o The Fund cannot mortgage or pledge any of its assets.  However,
               this does not prohibit the Fund from  pledging its assets for the
               collateral  arrangements  in  connection  with the use of hedging
               instruments.

               o The Fund cannot buy securities on margin. However, the Fund can
               make  margin  deposits  in  connection  with  its use of  hedging
               instruments.  o The  Fund  cannot  invest  in oil,  gas or  other
               mineral  exploration or development  programs.

               o The Fund  cannot  invest  in  securities  of  other  investment
               companies,  except in  connection  with a merger,  consolidation,
               reorganization  or acquisition of assets,  or invest more than 5%
               of its net assets in closed-end investment  companies,  including
               small  business  investment  companies.

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

               o The Fund  cannot  invest  more than 5% of its  total  assets in
               warrants  or  rights.  That  limit  does not  apply  to  warrants
               acquired  as  part  of a unit  or  that  are  attached  to  other
               securities.  No more than 2% of the  Fund's  total  assets may be
               invested in  warrants  that are not listed on either the New York
               Stock Exchange or the American Stock Exchange.

          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.  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 A to this  Statement of Additional  Information.  This is
     not a fundamental policy.

          As a  non-fundamental  restriction,  the Fund cannot  sell  securities
     short except in "short sales "against-the-box."  However, the Fund does not
     engage in this type of  transaction at all because of changes in applicable
     tax laws.

How the Fund is Managed

               Organization  and History.  The Fund is an open-end,  diversified
               management   investment  company  with  an  unlimited  number  of
               authorized shares of beneficial interest.  The Fund was organized
               in 1969 and is presently  organized as a  Massachusetts  business
               trust.

               The Fund is governed by a Board of Trustees, which is responsible
               for protecting the interests of shareholders under  Massachusetts
               law.  The  Trustees  meet  periodically  throughout  the  year to
               oversee the Fund's activities, review its performance, and review
               the actions of the  Manager.  Although the Fund will not normally
               hold annual meetings of its shareholders, it may hold shareholder
               meetings from time to time on important matters, and shareholders
               have the right to call a meeting  to remove a Trustee  or to take
               other action described in the Fund's Declaration of Trust.

               |X|  Classes of Shares.  The  Trustees  are  authorized,  without
               shareholder approval, to create new series and classes of shares.
               The  Trustees  may  reclassify  unissued  shares of the Fund into
               additional  series or classes of shares.  The  Trustees  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.  As a Massachusetts business trust,
               the  Fund is not  required  to  hold,  and does not plan to hold,
               regular  annual  meetings  of  shareholders.  The Fund  will hold
               meetings when required to do so by the Investment  Company Act or
               other  applicable  law.  It will  also  do so when a  shareholder
               meeting is called by the  Trustees or upon proper  request of the
               shareholders.

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

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

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

               Board of Trustees and Oversight Committees.  The Fund is governed
               by a Board of Trustees,  which is responsible  for protecting the
               interests of shareholders  under  Massachusetts law. The Trustees
               meet  periodically  throughout  the year to  oversee  the  Fund's
               activities, review its performance, and review the actions of the
               Manager. Although the Fund will not normally hold annual meetings
               of its shareholders,  it may hold shareholder  meetings from time
               to time on important matters,  and shareholders have the right to
               call a  meeting  to  remove a  Trustee  or to take  other  action
               described in the Fund's Declaration of Trust.

          The Board of Trustees has an Audit Committee,  a Study Committee and a
     Proxy  Committee.  The members of the Audit  Committee are Kenneth  Randall
     (Chairman),  Benjamin Lipstein and Edward Regan. The Audit Committee held 5
     meetings  during the Fund's fiscal year ended September 30, 2002. The Audit
     Committee provides 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   auditor  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 members of the Study Committee are Benjamin  Lipstein  (Chairman),
     Robert Galli and Elizabeth  Moynihan.  The Study  Committee held 8 meetings
     during the Fund's fiscal year ended September 30, 2002. The Study Committee
     evaluates and reports to the Board on the Fund's contractual  arrangements,
     including the Investment Advisory and Distribution Agreements, transfer and
     shareholder  service  agreements  and  custodian  agreements as well as the
     policies and  procedures  adopted by the Fund to comply with the Investment
     Company Act and other  applicable  law,  among other duties as set forth in
     the Committee's charter.

          The  members  of the Proxy  Committee  are  Edward  Regan  (Chairman),
     Russell  Reynolds and Clayton  Yeutter.  The Proxy Committee held 1 meeting
     during the Fund's fiscal year ended September 30, 2002. The Proxy Committee
     provides the Board with recommendations for proxy voting and monitors proxy
     voting by the Fund.

               Trustees and Officers of the Fund. Except for Mr. Murphy, each of
               the Trustees is an independent  trustee of the Fund ("Independent
               Trustee").  Mr. Murphy is an "Interested  Trustee," because he is
               affiliated  with the  Manager  by virtue of his  positions  as an
               officer and director of the Manager,  and as a shareholder of its
               parent company.

         The Fund's  Trustees and officers  and their  positions  held with the Fund and
length of service in such  position(s)  and their  principal  occupations  and  business
affiliations  during the past five years are listed in the chart below.  The information
for the  Trustees  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  funds
overseen by the  Trustees.  All of the  Trustees  are also  trustees or directors of the
following publicly offered Oppenheimer funds (referred to as "Board I Funds"):

Oppenheimer California Municipal Fund                       Oppenheimer International Growth Fund
Oppenheimer Capital Appreciation Fund                       Oppenheimer International Small Company Fund
Oppenheimer Capital Preservation Fund                       Oppenheimer Money Market Fund, Inc.
Oppenheimer Developing Markets Fund                         Oppenheimer Multiple Strategies Fund
Oppenheimer Discovery Fund                                  Oppenheimer Multi-Sector Income Trust
Oppenheimer Emerging Growth Fund                            Oppenheimer Multi-State Municipal Trust
Oppenheimer Emerging Technologies Fund                      Oppenheimer Municipal Bond Fund
Oppenheimer Enterprise Fund                                 Oppenheimer New York Municipal Fund
Oppenheimer Europe Fund                                     Oppenheimer Series Fund, Inc.
Oppenheimer Global Fund                                     Oppenheimer Trinity Core Fund
Oppenheimer Global Growth & Income Fund                     Oppenheimer Trinity Large Cap Growth Fund
Oppenheimer Gold & Special Minerals Fund                    Oppenheimer Trinity Value Fund
Oppenheimer Growth Fund                                     Oppenheimer U.S. Government Trust

          In addition  to being a trustee or director of the Board I Funds,  Mr.
     Galli  is  also  a  director  or  trustee  of 10  other  portfolios  in the
     OppenheimerFunds complex. Present or former officers,  directors,  trustees
     and employees (and their immediate family members) of the Fund, the Manager
     and its  affiliates,  and  retirement  plans  established by them for their
     employees  are  permitted  to  purchase  Class A shares of the Fund and the
     other Oppenheimer funds at net asset value without sales charge.  The sales
     charges on Class A shares is waived for that group because of the economies
     of sales efforts realized by the Distributor.

          Messrs. Murphy, Masterson,  Molleur, Vottiero, Wixted, Wilby and Zack,
     and Mses.  Bechtolt,  Feld and Ives and respectively  hold the same offices
     with one or more of the other Board I Funds as with the Fund. As of October
     29,  2002,  the Trustees  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  plan for  employees of the Manager,
     other than the shares  beneficially owned under the plan by the officers of
     the Fund listed above. In addition,  each Independent  Trustee,  and his or
     her  family  members,  do not own  securities  of  either  the  Manager  or
     Distributor.

               Affiliated Transactions and Material Business Relationships.  Mr.
               Reynolds  has  reported  he  has a  controlling  interest  in The
               Directorship   Search  Group,  Inc.  ("The  Directorship   Search
               Group"),  a director  recruiting  firm that  provided  consulting
               services to  Massachusetts  Mutual Life Insurance  Company (which
               controls the Manager) for fees aggregating  $110,000 from January
               1, 2000 through  December 31, 2001, an amount  representing  less
               than 5% of the annual revenues of The Directorship  Search Group,
               Inc. Mr. Reynolds  estimates that The  Directorship  Search Group
               will bill  Massachusetts  Mutual Life Insurance  Company $150,000
               for services to be provided during the calendar year 2002.

          The Independent  Trustees have  unanimously  (except for Mr. Reynolds,
     who  abstained)  determined  that the consulting  arrangements  between The
     Directorship  Search Group,  Inc. and  Massachusetts  Mutual Life Insurance
     Company were not material business or professional relationships that would
     compromise Mr. Reynolds' status as an Independent Trustee.  Nonetheless, to
     assure  certainty  as to  determinations  of the Board and the  Independent
     Trustees as to matters upon which the  Investment  Company Act or the rules
     thereunder  require  approval by a majority of  Independent  Trustees,  Mr.
     Reynolds will not be counted for purposes of  determining  whether a quorum
     of  Independent  Trustees was present or whether a majority of  Independent
     Trustees approved the matter.

         The address of each Trustee in the chart below is 6803 S. Tucson Way,
Centennial, CO 80112-3924. Each Trustee serves for an indefinite term, until his or
her resignation, retirement, death or removal.

---------------------------------------------------------------------------------------------------------------------------
                                                   Independent Trustees
---------------------------------------------------------------------------------------------------------------------------
----------------------------- ------------------------------------------------------------ --------------- ----------------
Name;                         Principal Occupation(s) During Past 5 Years;                 Dollar Range    Aggregate
                                                                                                           Dollar Range
                                                                                                           of Shares
                                                                                                           Beneficially
                                                                                                           Owned in any
                                                                                           of Shares       of the
Position(s) Held with Fund;   Other Trusteeships/Directorships Held by Trustee;            Beneficially    Oppenheimer
Length of Service;            Number of Portfolios in Fund Complex Currently Overseen by   Owned in the    Funds Overseen
Age                           Trustee                                                      Fund            by Trustee
----------------------------- ------------------------------------------------------------ --------------- ----------------
----------------------------- ------------------------------------------------------------ --------------------------------
                                                                                               As of December 31, 2001
----------------------------- ------------------------------------------------------------ --------------------------------
----------------------------- ------------------------------------------------------------ --------------- ----------------
Leon Levy, Chairman of the    General  Partner  (since  1982) of Odyssey  Partners,  L.P.        $0              $0
Board of Trustees             (investment  partnership)  and Chairman of the Board (since
Trustee since 1969            1981) of Avatar Holdings,  Inc. (real estate  development).
Age: 77                       Oversees 31 portfolios in the OppenheimerFunds complex.
----------------------------- ------------------------------------------------------------ --------------- ----------------
----------------------------- ------------------------------------------------------------ --------------- ----------------
Robert G. Galli,              A trustee or director of other Oppenheimer funds.  Formerly   $1 - $10,000    Over $100,000
Trustee since 1993            Vice Chairman (October  1995-December 1997) of the Manager.
Age: 69                       Oversees 41 portfolios in the OppenheimerFunds complex.
----------------------------- ------------------------------------------------------------ --------------- ----------------
----------------------------- ------------------------------------------------------------ --------------- ----------------
Phillip A. Griffiths,         The  Director  (since 1991) of the  Institute  for Advanced        $0         Over $100,000
Trustee since 1999            Study,  Princeton,  N.J.,  director  (since  2001)  of  GSI
Age: 64                       Lumonics and a member of the  National  Academy of Sciences
                              (since 1979); formerly (in descending  chronological order)
                              a  director  of  Bankers  Trust  Corporation,  Provost  and
                              Professor of Mathematics at Duke University,  a director of
                              Research   Triangle   Institute,   Raleigh,   N.C.,  and  a
                              Professor of  Mathematics at Harvard  University.  Oversees
                              31 portfolios in the OppenheimerFunds complex.
----------------------------- ------------------------------------------------------------ --------------- ----------------
----------------------------- ------------------------------------------------------------ --------------- ----------------
Benjamin Lipstein, Trustee    Professor  Emeritus of Marketing,  Stern Graduate School of    $10,001 -      Over $100,000
since 1974                    Business Administration,  New York University.  Oversees 31     $50,000
Age: 79                       portfolios in the OppenheimerFunds complex.
----------------------------- ------------------------------------------------------------ --------------- ----------------
----------------------------- ------------------------------------------------------------ --------------- ----------------
Joel W. Motley,               Director (January 2002-present), Columbia Equity Financial   $01                   $01
Trustee since 2002            Corp. (privately-held financial adviser); Managing
Age: 50                       Director (January 2002-present), Carmona Motley, Inc.
                              (privately-held financial adviser); Formerly he held the
                              following positions: Managing Director (January
                              1998-December 2001), Carmona Motley Hoffman Inc.
                              (privately-held financial adviser); Managing Director
                              (January 1992-December 1997), Carmona Motley & Co.
                              (privately-held financial adviser). Oversees 31 portfolios
                              in the OppenheimerFunds complex.
----------------------------- ------------------------------------------------------------ --------------- ----------------
----------------------------- ------------------------------------------------------------ --------------- ----------------
Elizabeth B. Moynihan,        Author and architectural  historian; a trustee of the Freer    $10,001 -     $50,001-$100,000
Trustee since 1992            Gallery of Art and Arthur M. Sackler  Gallery  (Smithsonian     $50,000
Age: 73                       Institute),  Trustees  Council  of  the  National  Building
                              Museum;  a member  of the  Trustees  Council,  Preservation
                              League of New York  State.  Oversees 31  portfolios  in the
                              OppenheimerFunds complex.
----------------------------- ------------------------------------------------------------ --------------- ----------------
----------------------------- ------------------------------------------------------------ --------------- ----------------
Kenneth A. Randall, Trustee   A director of Dominion  Resources,  Inc.  (electric utility  Over $100,000    Over $100,000
since 1980                    holding  company)  and  Prime  Retail,  Inc.  (real  estate
Age: 75                       investment trust);  formerly a director of Dominion Energy,
                              Inc.  (electric  power and oil & gas  producer),  President
                              and Chief Executive  Officer of The Conference  Board, Inc.
                              (international   economic  and  business  research)  and  a
                              director of Lumbermens  Mutual Casualty  Company,  American
                              Motorists  Insurance  Company  and  American  Manufacturers
                              Mutual  Insurance  Company.  Oversees 31  portfolios in the
                              OppenheimerFunds complex.
----------------------------- ------------------------------------------------------------ --------------- ----------------
----------------------------- ------------------------------------------------------------ --------------- ----------------
Edward V. Regan,              President,  Baruch  College,  CUNY;  a director  of RBAsset   $1 - $10,000   $50,001-$100,000
Trustee since 1993            (real estate  manager);  a director of OffitBank;  formerly
Age: 72                       Trustee,  Financial Accounting  Foundation (FASB and GASB),
                              Senior  Fellow of Jerome  Levy  Economics  Institute,  Bard
                              College,  Chairman of Municipal Assistance  Corporation for
                              the  City of New  York,  New  York  State  Comptroller  and
                              Trustee  of New  York  State  and  Local  Retirement  Fund.
                              Oversees 31  investment  companies in the  OppenheimerFunds
                              complex.
----------------------------- ------------------------------------------------------------ --------------- ----------------
----------------------------- ------------------------------------------------------------ --------------- ----------------
Russell S. Reynolds, Jr.,     Chairman  (since 1993) of The  Directorship  Search  Group,    $10,001 -     $10,001-$50,000
Trustee since 1989            Inc.   (corporate   governance   consulting  and  executive     $50,000
Age: 70                       recruiting);   a  life  trustee  of   International   House
                              (non-profit  educational   organization),   and  a  trustee
                              (since 1996) of the Greenwich Historical Society.  Oversees
                              31 portfolios in the OppenheimerFunds complex.
----------------------------- ------------------------------------------------------------ --------------- ----------------
----------------------------- ------------------------------------------------------------ --------------- ----------------
Donald W. Spiro, Vice         Chairman  Emeritus  (since  January  1991) of the  Manager.  Over $100,000    Over $100,000
Chairman of the Board of      Formerly  a  director  (January  1969-August  1999)  of the
Trustees,                     Manager.  Oversees 31  portfolios  in the  OppenheimerFunds
Trustee since 1985            complex.
Age: 76
----------------------------- ------------------------------------------------------------ --------------- ----------------
----------------------------- ------------------------------------------------------------ --------------- ----------------
Clayton K. Yeutter, Trustee   Of  Counsel  (since  1993),  Hogan & Hartson  (a law firm).        $0        $50,001-$100,000
since 1991                    Other  directorships:  Caterpillar,  Inc.  (since 1993) and
Age: 71                       Weyerhaeuser  Co. (since  1999).  Oversees 31 portfolios in
                              the OppenheimerFunds complex.
----------------------------- ------------------------------------------------------------ --------------- ----------------










         The address of Mr. Murphy in the chart below is 498 Seventh  Avenue,  New York,
NY 10018. Mr. Murphy serves for an indefinite  term, until his resignation,  retirement,
death or removal.

---------------------------------------------------------------------------------------------------------------------------
                                              Interested Trustee and Officer
---------------------------------------------------------------------------------------------------------------------------
----------------------------- ------------------------------------------------------------ --------------- ----------------
Name;                         Principal Occupation(s) During Past 5 Years;                 Dollar Range    Aggregate
                                                                                                           Dollar Range
                                                                                                           of Shares
                                                                                                           Beneficially
                                                                                           of Shares       Owned in any
                              Other Trusteeships/Directorships Held by Trustee;            Beneficially    of the
Position(s) Held with Fund;   Number of Portfolios in Fund Complex Currently  Overseen by  Owned in the    Oppenheimer
Length of Service; Age        Trustee                                                      Fund            Funds
----------------------------- ------------------------------------------------------------ --------------- ----------------
----------------------------- ------------------------------------------------------------ --------------------------------
                                                                                               As of December 31, 2001
----------------------------- ------------------------------------------------------------ --------------------------------
----------------------------- ------------------------------------------------------------ --------------- ----------------
John V. Murphy, President     Chairman,  Chief Executive Officer and director (since June  $10,001 -        Over $100,000
and Trustee,                  2001) and President  (since September 2000) of the Manager;  $50,000
Trustee since October 2001    President  and a director  or trustee of other  Oppenheimer
Age: 53                       funds;  President  and a  director  (since  July  2001)  of
                              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   investment   advisory
                              subsidiaries  of  the  Manager:   OFI  Institutional  Asset
                              Management,    Inc.   and   Centennial   Asset   Management
                              Corporation   (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.;  a  director  (since  November  2001) of
                              Trinity  Investment  Management Corp. and Tremont Advisers,
                              Inc.  (Investment  advisory  affiliates  of  the  Manager);
                              Executive   Vice   President   (since   February  1997)  of
                              Massachusetts  Mutual Life Insurance Company (the Manager's
                              parent  company);  a  director  (since  June  1995)  of DBL
                              Acquisition Corporation;  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  69  portfolios  in  the
                              OppenheimerFunds complex.
----------------------------- ------------------------------------------------------------ --------------- ----------------




         The address of the Officers in the chart below is as follows:  Messrs. Molleur,
Wilby  and  Zack and Ms.  Feld is 498  Seventh  Avenue,  New  York,  NY  10018,  Messrs.
Masterson,  Vottiero  and  Wixted and Mses.  Bechtolt  and Ives is 6803 S.  Tucson  Way,
Centennial,  CO  80112-3924.  Each Officer serves for an annual term or until his or her
resignation, retirement, death or removal.

---------------------------------------------------------------------------------------------------------------------------
                                                   Officers of the Fund
---------------------------------------------------------------------------------------------------------------------------
---------------------------------- ----------------------------------------------------------------------------------------
Name;                              Principal Occupation(s) During Past 5 Years
Position(s) Held with Fund;
Length of Service;
Age
---------------------------------- ----------------------------------------------------------------------------------------
---------------------------------- ----------------------------------------------------------------------------------------
William L. Wilby, Vice President   Senior  Vice  President  of the  Manager  (since  July 1994) and of  HarbourView  Asset
and Portfolio Manager (since       Management  Corporation  (since May  1999);  Senior  Investment  Officer,  Director  of
October 28, 1991)                  International  Equities (since May 2000) of the Manager;  an officer of 2 portfolios in
Age:  58                           the  OppenheimerFunds  complex;  formerly Vice President of the Manager  (October 1991-
                                   July 1994) and of HarbourView Asset Management Corporation (June 1992 - May 1999).
---------------------------------- ----------------------------------------------------------------------------------------
---------------------------------- ----------------------------------------------------------------------------------------
Brian W. Wixted,                   Senior Vice  President  and  Treasurer  (since  March 1999) of the  Manager;  Treasurer
Treasurer, Principal Financial     (since March 1999) of HarbourView Asset Management  Corporation,  Shareholder Services,
and Accounting Officer             Inc.,  Oppenheimer Real Asset Management  Corporation,  Shareholder Financial Services,
(since April 1999)                 Inc.,  Oppenheimer  Partnership  Holdings,  Inc., OFI Private Investments,  Inc. (since
Age: 43                            March 2000),  OppenheimerFunds  International Ltd. and Oppenheimer Millennium Funds plc
                                   (since May 2000) and OFI  Institutional  Asset  Management,  Inc. (since November 2000)
                                   (offshore fund management  subsidiaries of the Manager);  Treasurer and Chief Financial
                                   Officer  (since May 2000) of Oppenheimer  Trust Company (a trust company  subsidiary of
                                   the Manager);  Assistant Treasurer (since March 1999) of Oppenheimer  Acquisition Corp.
                                   and  OppenheimerFunds  Legacy Program (since April 2000);  formerly Principal and Chief
                                   Operating Officer (March 1995-March 1999),  Bankers Trust  Company-Mutual Fund Services
                                   Division. An officer of 85 portfolios in the OppenheimerFunds complex.
---------------------------------- ----------------------------------------------------------------------------------------
---------------------------------- ----------------------------------------------------------------------------------------
Philip Vottiero,                   Vice  President/Fund  Accounting  of the  Manager  (since  March  2002;  formerly  Vice
Assistant Treasurer                President/Corporate  Accounting of the Manager (July 1999-March 2002) prior to which he
(since August 15, 2002)            was Chief Financial Officer at Sovlink  Corporation  (April 1996-June 1999). An officer
Age: 39                            of 85 portfolios in the OppenheimerFunds complex.
---------------------------------- ----------------------------------------------------------------------------------------
---------------------------------- ----------------------------------------------------------------------------------------
Connie Bechtolt,                   Assistant Vice President of the Manager  (since September 1998); formerly Manager/Fund
Assistant Treasurer                Accounting (September 1994-September 1998) of the Manager. An officer of 85 portfolios
(since October 10, 2002)           in the OppenheimerFunds complex.
Age: 39
---------------------------------- ----------------------------------------------------------------------------------------
---------------------------------- ----------------------------------------------------------------------------------------
Robert G. Zack,                    Senior Vice President  (since May 1985) and General  Counsel  (since  February 2002) of
Secretary                          the Manager;  General Counsel and a director (since November 2001) of  OppenheimerFunds
(since November 1, 2001)           Distributor,  Inc.;  Senior Vice President and General Counsel (since November 2001) of
Age: 54                            HarbourView  Asset  Management  Corporation;  Vice  President  and  a  director  (since
                                   November  2000) of  Oppenheimer  Partnership  Holdings,  Inc.;  Senior Vice  President,
                                   General  Counsel and a director (since  November 2001) of Shareholder  Services,  Inc.,
                                   Shareholder Financial Services, Inc., OFI Private Investments,  Inc., Oppenheimer Trust
                                   Company and OFI Institutional  Asset Management,  Inc.; General Counsel (since November
                                   2001) of Centennial Asset Management  Corporation;  a director (since November 2001) of
                                   Oppenheimer  Real Asset  Management,  Inc.;  Assistant  Secretary and a director (since
                                   November 2001) of  OppenheimerFunds  International Ltd.; Vice President (since November
                                   2001)  of  OppenheimerFunds   Legacy  Program;   Secretary  (since  November  2001)  of
                                   Oppenheimer  Acquisition Corp.; formerly 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); OppenheimerFunds  International
                                   Ltd. and Oppenheimer  Millennium Funds plc (October  1997-November 2001). An officer of
                                   85 portfolios in the OppenheimerFunds complex.
---------------------------------- ----------------------------------------------------------------------------------------
---------------------------------- ----------------------------------------------------------------------------------------
Philip T. Masterson,               Vice President and Assistant Counsel of the Manager (since July 1998); formerly, an
Assistant Secretary                associate with Davis, Graham, & Stubbs LLP (January 1997-June 1998). An officer of 85
(since August 15, 2002)            portfolios in the OppenheimerFunds complex.
Age: 38
---------------------------------- ----------------------------------------------------------------------------------------
---------------------------------- ----------------------------------------------------------------------------------------
Denis R. Molleur,                  Vice  President and Senior  Counsel of the Manager  (since July 1999);  formerly a Vice
Assistant Secretary                President and Associate Counsel of the Manager  (September  1995-July 1999). An officer
(since November 1, 2001)           of 85 portfolios in the OppenheimerFunds complex.
Age: 45
---------------------------------- ----------------------------------------------------------------------------------------
---------------------------------- ----------------------------------------------------------------------------------------
Katherine P. Feld,                 Vice  President and Senior  Counsel  (since July 1999) of the Manager;  Vice  President
Assistant Secretary                (since June 1990) of OppenheimerFunds  Distributor,  Inc.; Director, Vice President and
(since November 1, 2001)           Assistant Secretary (since June 1999) of Centennial Asset Management Corporation;  Vice
Age: 44                            President  (since 1997) of  Oppenheimer  Real Asset  Management,  Inc.;  formerly  Vice
                                   President and Associate  Counsel of the Manager (June 1990-July 1999). An officer of 85
                                   portfolios in the OppenheimerFunds complex.
---------------------------------- ----------------------------------------------------------------------------------------
---------------------------------- ----------------------------------------------------------------------------------------
Kathleen T. Ives,                  Vice President and Assistant  Counsel (since June 1998) of the Manager;  Vice President
Assistant Secretary                (since 1999) of  OppenheimerFunds  Distributor,  Inc.;  Vice  President  and  Assistant
(since November 1, 2001)           Secretary  (since 1999) of  Shareholder  Services,  Inc.;  Assistant  Secretary  (since
Age: 37                            December 2001) of OppenheimerFunds  Legacy Program and Shareholder  Financial Services,
                                   Inc.;  formerly  Assistant Vice President and Assistant  Counsel of the Manager (August
                                   1997-June  1998);  Assistant  Counsel of the  Manager  (August  1994-August  1997).  An
                                   officer of 85 portfolios in the OppenheimerFunds complex.
---------------------------------- ----------------------------------------------------------------------------------------

         |X| Remuneration of Trustees.  The officers of the Fund and one of the Trustees
of the Fund (Mr.  Murphy) who are affiliated  with the Manager  receive no salary or fee
from the Fund.  The  remaining  Trustees of the Fund  received  the  compensation  shown
below from the Fund with  respect to the Fund's  fiscal year ended  September  30, 2002.
The  compensation  from  all of the  Board  I  Funds  (including  the  Fund)  represents
compensation  received  as a  director,  trustee or member of a  committee  of the Board
during the calendar year 2001.







--------------------------------- ---------------------------------------- ------------------------------------------------
Trustee Name and Other Fund            For Fiscal Year Ended 9/30/02              For Calendar Year Ended 12/31/01
Position(s)
(as applicable)
--------------------------------- ---------------------------------------- ------------------------------------------------
--------------------------------- -------------------- ------------------- ---------------------- -------------------------
                                       Aggregate           Retirement        Estimated Annual     Total Compensation
                                                                                                  From All
                                                                                                  Oppenheimer Funds
                                                                            Retirement Benefits   For Which
                                                                            Paid at Retirement    Individual
                                                        Benefits Accrued     from all Board I     Serves As
                                     Compensation       as Part of Fund            Funds          Trustee/Director
                                      from Fund1            Expenses           (33 Funds) 2              (33 Funds)
--------------------------------- -------------------- ------------------- ---------------------- -------------------------
--------------------------------- -------------------- ------------------- ---------------------- -------------------------
Leon Levy                               $50,544                $0                $133,352                 $173,700
Chairman
--------------------------------- -------------------- ------------------- ---------------------- -------------------------
--------------------------------- -------------------- ------------------- ---------------------- -------------------------
Robert G. Galli                         $30,774             $33,725              $55,6782                $202,8863
Study Committee Member
--------------------------------- -------------------- ------------------- ---------------------- -------------------------
--------------------------------- -------------------- ------------------- ---------------------- -------------------------
Phillip Griffiths                      $15,9724              $8,038               $10,256                 $54,889
--------------------------------- -------------------- ------------------- ---------------------- -------------------------
--------------------------------- -------------------- ------------------- ---------------------- -------------------------
Benjamin Lipstein                       $43,691             $10,826              $115,270                 $150,152
Study Committee Chairman, Audit
Committee Member
--------------------------------- -------------------- ------------------- ---------------------- -------------------------
--------------------------------- -------------------- ------------------- ---------------------- -------------------------
Joel W. Motley6                           $0                   $0                   $0                       $0
--------------------------------- -------------------- ------------------- ---------------------- -------------------------
--------------------------------- -------------------- ------------------- ---------------------- -------------------------
Elizabeth B. Moynihan                   $30,774             $40,977               $57,086                 $105,760
Study Committee Member
--------------------------------- -------------------- ------------------- ---------------------- -------------------------
--------------------------------- -------------------- ------------------- ---------------------- -------------------------
Kenneth A. Randall                      $28,229              $8,598               $74,471                 $97,012
Audit Committee Chairman
--------------------------------- -------------------- ------------------- ---------------------- -------------------------
--------------------------------- -------------------- ------------------- ---------------------- -------------------------
Edward V. Regan                         $27,923             $21,593               $46,313                 $95,960
Proxy Committee Chairman, Audit
Committee Member
--------------------------------- -------------------- ------------------- ---------------------- -------------------------
--------------------------------- -------------------- ------------------- ---------------------- -------------------------
Russell S. Reynolds, Jr.                $20,890             $23,917               $48,991                 $71,792
Proxy Committee Member
--------------------------------- -------------------- ------------------- ---------------------- -------------------------
--------------------------------- -------------------- ------------------- ---------------------- -------------------------
Donald Spiro                            $18,646              $9,889               $9,396                  $64,080
--------------------------------- -------------------- ------------------- ---------------------- -------------------------
--------------------------------- -------------------- ------------------- ---------------------- -------------------------
Clayton K. Yeutter                     $20,8905             $22,333               $36,372                 $71,792
Proxy Committee Member
--------------------------------- -------------------- ------------------- ---------------------- -------------------------

               1.  Aggregate  compensation  from  the  Fund  includes  fees  and
               deferred compensation, if any.

               2.  Estimated  annual  retirement  benefits paid at retirement is
               based on a straight  life payment plan  election.  The amount for
               Mr. Galli  includes  $24,989 for serving as a trustee or director
               of 10 Oppenheimer funds that are not Board I Funds.

               3.  Includes  $97,126  for Mr.  Galli for  serving  as trustee or
               director of 10 Oppenheimer funds that are not Board I Funds.

               4. Aggregate total  compensation  from the Fund includes  $15,972
               deferred under Deferred Compensation Plan described below.

               5. Aggregate  compensation from the Fund includes $5,222 deferred
               under Deferred Compensation Plan described below.

               6. Elected to the Board on October 10, 2002 and therefore did not
               receive any compensation during the periods shown.

          |X|  Retirement  Plan for Trustees.  The Fund has adopted a retirement
     plan that provides for payments to retired Trustees. Payments are up to 80%
     of the average  compensation  paid during a Trustee's five years of service
     in which the highest  compensation  was  received.  A Trustee must serve as
     trustee for any of the Board I  Oppenheimer  funds for at least 15 years to
     be eligible for the maximum  payment.  Each Trustee's  retirement  benefits
     will depend on the amount of the Trustee's  future  compensation and length
     of service. Therefore, the amount of those benefits cannot be determined at
     this time, nor can we estimate the number of years of credited service that
     will be used to determine those benefits.

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

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

          |X| Major  Shareholders.  As of October 29, 2002, the only persons who
     owned of record or was 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:

               Charles Schwab & Co. Inc., 101 Montgomery St., San Francisco,
               CA 94104-4122,  which owned 6,979,927.08 Class A shares (5.41% of
               the Class A shares  then  outstanding),  and  397,567.34  Class Y
               shares  (8.36% of the Class Y shares then  outstanding),  for the
               benefit of its customers.

               Nationwide  Ins. Co., P.O. Box 182029,  Columbus,  OH 43218-2029,
               which  owned  8,572,876.18  Class A shares  (6.64% of the Class A
               shares  then  outstanding),  for the benefit of one of its 401(k)
               qualified plans.

               Merrill Lynch Pierce Fenner & Smith, Inc., 4800 Deer Lake Dr.
               E, Fl. 3, Jacksonville,  FL 32246-6484,  which owned 1,471,352.96
               Class C shares  (10.78% of the Class C shares then  outstanding),
               for the benefit of its customers.

               Smith  Barney,  333 West 34th Street,  New York,  NY  10001-2483,
               which  owned  918,175.92  Class C shares  (6.72%  of the  Class C
               shares then outstanding), for the benefit of its customers.

               IBT & Co, 200 Clarendon  St., Fl. 16, Boston,  MA 02116-5021,
               which owned 260,345.32Class Y shares (5.47% of the Class Y shares
               then outstanding), as custodian for the Manager's employee 401(k)
               Plan.

          |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 Securities  and Exchange  Commission 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  web site 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.

               The  Manager.   The  Manager  is   wholly-owned   by  Oppenheimer
               Acquisition  Corp., a holding company controlled by Massachusetts
               Mutual Life  Insurance  Company.  The Manager and the Fund 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.  Compliance  with the Code of  Ethics is
               carefully monitored and enforced by the Manager.

          |X| The Investment Advisory Agreement. The Manager provides investment
     advisory and management  services to the Fund under an investment  advisory
     agreement between the Manager and the Fund. The Manager selects  securities
     for the Fund's portfolio and handles its day-to-day business. The portfolio
     manager of the Fund is  employed  by the  Manager  and is the person who is
     principally  responsible  for  the  day-to-day  management  of  the  Fund's
     portfolio. Other members of the Manager's Equity Portfolio Team provide the
     portfolio   manager  with  counsel  and  support  in  managing  the  Fund's
     portfolio.

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

          The Fund pays expenses not expressly  assumed by the Manager under the
     advisory agreement.  The advisory agreement lists examples of expenses paid
     by the Fund.  The major  categories  relate to interest,  taxes,  brokerage
     commissions,  fees to certain Trustees, legal and audit expenses, custodian
     bank 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.  These rates were amended as of January 1, 2001, to
     add a  management  fee  breakpoint  at $10  billion of  average  annual net
     assets.  The fees are  allocated  to each  class of shares  based  upon the
     relative proportion of the Fund's net assets represented by that class.



Fiscal Year ended 9/30:        Management Fees Paid to OppenheimerFunds, Inc.

    2000                                                    $51,913,093

    2001                                                    $54,902,495

    2002                                                    $51,944,297





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

          |X| Annual Approval of Investment Advisory  Agreement.  Each year, the
     Board of Trustees,  including a majority of the  Independent  Trustees,  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  agreement.  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  agreement.  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 the Manager  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  Trustees,
     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.

          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  agreement,  including the investment  advisory
     fee, in light of all of the surrounding circumstances.

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 Trustees.

          Under the  investment  advisory  agreement,  the  Manager  may  select
     brokers (other than  affiliates)  that provide  brokerage  and/or  research
     services for the Fund and/or the other  accounts  over which the Manager or
     its affiliates have  investment  discretion.  The commissions  paid to such
     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.   Subject  to  those
     considerations,  as a factor in selecting  brokers for the Fund's portfolio
     transactions, the Manager may also consider sales of shares of the Fund and
     other investment  companies for which the Manager or an affiliate serves as
     investment advisor.

               Brokerage   Practices  Followed  by  the  Manager.   The  Manager
               allocates brokerage for the Fund 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 Manager's
               portfolio managers. 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. In an option  transaction,
     the Fund  ordinarily  uses the same broker for the  purchase or sale of the
     option and any transaction in the securities to which the option relates.

          Other funds advised by the Manager have investment policies similar to
     those  of the  Fund.  Those  other  funds  may  purchase  or sell  the same
     securities as the Fund at the same time as the Fund, which could affect the
     supply and price of the  securities.  If two or more  funds  advised by the
     Manager  purchase  the same  security on the same day from the same dealer,
     the  transactions  under those combined orders are averaged as to price and
     allocated in accordance  with the purchase or sale orders  actually  placed
     for each account.

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

          The  research  services  provided  by brokers  broadens  the scope and
     supplements 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.



Fiscal Year Ended 9/30:         Total Brokerage Commissions Paid by the Fund 1

     2000                                                    $14,859,199

     2001                                                    $10,974,573

    2002                                                    $9,479,3532


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

               2. In the fiscal year ended 9/30/02,  the amount of  transactions
               directed to brokers for research  services was  $743,386,453  and
               the amount of the commissions  paid to  broker-dealers  for those
               services was $1,782,857.

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
               different  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.  Expenses normally
               attributable to sales are borne by the Distributor.

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

------------- ---------------- ------------------ ------------------- ------------------ ------------------ -------------------
              Aggregate        Class A            Concessions on      Concessions on     Concessions        Concessions on
Fiscal Year   Front-End        Front-End Sales    Class A Shares      Class B Shares     on Class C         Class N Shares
Ended 9/30:   Sales Charges    Charges Retained   Advanced by         Advanced by        Shares Advanced    Advanced by
              on Class A       by Distributor     Distributor1        Distributor1       by Distributor1    Distributor2
              Shares
------------- ---------------- ------------------ ------------------- ------------------ ------------------ -------------------
------------- ---------------- ------------------ ------------------- ------------------ ------------------ -------------------
    2000        $9,573,010        $2,549,796          $1,857,914         $15,736,329        $1,844,836             N/A
------------- ---------------- ------------------ ------------------- ------------------ ------------------ -------------------
------------- ---------------- ------------------ ------------------- ------------------ ------------------ -------------------
    2001        $9,627,021        $2,347,659          $1,878,590         $15,428,115        $2,361,704           $62,983
------------- ---------------- ------------------ ------------------- ------------------ ------------------ -------------------
------------- ---------------- ------------------ ------------------- ------------------ ------------------ -------------------
    2002        $7,810,251        $1,949,291          $1,391,769         $10,805,138        $2,115,956           $540,167
------------- ---------------- ------------------ ------------------- ------------------ ------------------ -------------------

               1. The Distributor  advances  commission  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.

               2. The inception date of Class N shares was March 1, 2001.

------------------------- ---------------------- ----------------------- ---------------------- ----------------------
Fiscal Year Ended 9/30:   Class A                Class B Contingent      Class C Contingent     Class N Contingent
                          Contingent   Deferred  Deferred Sales          Deferred Sales         Deferred Sales
                          Sales                  Charges Retained by     Charges Retained by    Charges Retained by
                          Charges  Retained  by  Distributor             Distributor            Distributor
                          Distributor
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
          2002                  $106,424               $2,976,794              $136,833                $66,005
------------------------- ---------------------- ----------------------- ---------------------- ----------------------

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  Trustees,
     including  a majority  of the  Independent  Trustees2,  cast in person at a
     meeting  called for the  purpose of voting on that  plan.  The  shareholder
     votes for the Class B, Class C and Class N plans  were cast by the  Manager
     when and as the sole initial holder of shares of those respective classes.

          Under the plans,  the Manager and the Distributor may make payments to
     affiliates and, in their sole discretion,  from time to time, may use their
     own  resources (at no direct cost to the Fund) to make payments to brokers,
     dealers or other financial institutions for distribution and administrative
     services  they  perform.  The Manager may use its profits from the advisory
     fee it receives from the Fund. In their sole  discretion,  the  Distributor
     and the Manager may increase or decrease  the amount of payments  they make
     from their own resources to plan recipients.

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

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

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

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

          Under the plan for 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  Trustees.  The Board of  Trustees  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 (they are referred to as
     "recipients") for personal services and account  maintenance  services they
     provide for their customers who hold Class A shares.  The services include,
     among others,  answering  customer  inquiries about the Fund,  assisting in
     establishing  and  maintaining  accounts  in the Fund,  making  the  Fund's
     investment  plans  available and providing other services at the request of
     the Fund or the Distributor.  While the plan permits the Board to authorize
     payments to the  Distributor  to reimburse  itself for  services  under the
     plan, the Board has not yet done so. The Distributor makes payments to 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.

          For the fiscal year ended September 30, 2002, payments under the Class
     A Plan totaled  $13,002,543,  all of which was paid by the  Distributor  to
     recipients.   That   included   $628,648   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 Service and Distribution Plans. Under
     each plan,  service fees and distribution  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.  The Class B,
     Class C and Class N plans provide 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.

          The Class B, Class C and the Class N Plans permit 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 the shares are purchased.
     After the first year shares are outstanding,  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.

          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  commission 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 and/or Class N service fee and the asset-based sales charge to the dealer
     quarterly  in lieu of  paying  the sales  commissions  and  service  fee in
     advance at the time of purchase.

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

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

               o may finance payment of sales commissions  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, and 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.

          When  Class  B,  Class C or  Class  N  shares  are  sold  without  the
     designation of a broker-dealer, the Distributor is automatically designated
     as the broker-dealer of record. In those cases, the Distributor retains the
     service fee and asset-based sales charge paid on Class B, Class C and Class
     N shares.

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


 -----------------------------------------------------------------------------------------------------------------------
                       Distribution Fees Paid to the Distributor in the Fiscal Year Ended 9.30.02
 -----------------------------------------------------------------------------------------------------------------------
 --------------------- ----------------------- ----------------------- -------------------------- ----------------------
 Class:                 Total Payments Under     Amount Retained by     Distributor's Aggregate       Distributor's
                                                                                                      Unreimbursed
                                                                         Unreimbursed Expenses    Expenses as % of Net
                                Plan                Distributor               Under Plan             Assets of Class
 --------------------- ----------------------- ----------------------- -------------------------- ----------------------
 --------------------- ----------------------- ----------------------- -------------------------- ----------------------
 Class B Plan               $14,571,656             $11,670,626               $25,717,275                 2.30%
 --------------------- ----------------------- ----------------------- -------------------------- ----------------------
 --------------------- ----------------------- ----------------------- -------------------------- ----------------------
 Class C Plan                $5,210,426              $1,925,951               $7,740,824                  1.67%
 --------------------- ----------------------- ----------------------- -------------------------- ----------------------
 --------------------- ----------------------- ----------------------- -------------------------- ----------------------
 Class N Plan                 $168,064                $165,199                 $838,825                   1.64%
 --------------------- ----------------------- ----------------------- -------------------------- ----------------------

         All  payments  under the Class B, Class C and the Class N 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  Securities  and Exchange  Commission.  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.  Those  returns must be
shown for the 1, 5 and  10-year  periods (or the life of the class,  if less)  ending as
of  the  most  recently  ended  calendar   quarter  prior  to  the  publication  of  the
advertisement (or its submission for publication).

         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        An  investment  in the Fund is not insured by the FDIC or any other  government
         agency.
o        The Fund's performance  returns do not reflect the effect of taxes on dividends
         and capital gains distributions.
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 debt  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")  (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%
contingent  deferred sales charge is deducted for returns for the one-year  period.  For
Class N shares,  the 1%  contingent  deferred  sales  charge is deducted for returns for
the one year and  life-of-class  periods.  Class N total  returns may also be calculated
for the periods prior to 3.1.01 (the  inception  date for Class N shares),  based on the
Fund's Class A returns, adjusted to reflect the higher Class N 12b-1 fees.

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

              |_| 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:


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


|_|      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     1/n     - 1=  Average Annual Total Return (After Taxes on Distributions and Redemption)
-----
  P


              |_| 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

         During a portion of the periods  for which total  returns are shown for Class A
shares,  the  Fund's  maximum  initial  sales  charge  rate  was  higher.  As a  result,
performance  of an  actual  investment  during  those  periods  would  be less  than the
results shown.

              |_|  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 Periods Ended 9/30/02
----------------------------------------------------------------------------------------------------------------------------
--------------- --------------------------- --------------------------------------------------------------------------------
                Cumulative Total Returns                             Average Annual Total Returns
Class of        (10 years or Life of
 Shares         Class)
--------------- --------------------------- --------------------------------------------------------------------------------
--------------- --------------------------- -------------------------- --------------------------- -------------------------
                                                     1-Year                      5-Year                    10-Year
                                                                           (or life-of-class)         (or life-of-class)
--------------- --------------------------- -------------------------- --------------------------- -------------------------
--------------- ------------- ------------- ----------- -------------- ------------- ------------- ------------ ------------
                After Sales     Without     After          Without     After Sales     Without        After       Without
                   Charge     Sales Charge  Sales       Sales Charge      Charge     Sales Charge     Sales        Sales
                   (MOP)         (NAV)        Charge        (NAV)         (MOP)         (NAV)        Charge       Charge
                                              (MOP)                                                   (MOP)        (NAV)
--------------- ------------- ------------- ----------- -------------- ------------- ------------- ------------ ------------
--------------- ------------- ------------- ----------- -------------- ------------- ------------- ------------ ------------
Class A(1)        158.49%       174.25%      -17.03%       -11.96%        2.36%         3.58%         9.96%       10.62%
--------------- ------------- ------------- ----------- -------------- ------------- ------------- ------------ ------------
--------------- ------------- ------------- ----------- -------------- ------------- ------------- ------------ ------------
Class B(2)        130.11%       130.11%      -16.99%       -12.62%        2.53%         2.78%         9.57%        9.57%
--------------- ------------- ------------- ----------- -------------- ------------- ------------- ------------ ------------
--------------- ------------- ------------- ----------- -------------- ------------- ------------- ------------ ------------
Class C(3)         69.79%        69.79%      -13.51%       -12.63%        2.78%         2.78%         7.86%        7.86%
--------------- ------------- ------------- ----------- -------------- ------------- ------------- ------------ ------------
--------------- ------------- ------------- ----------- -------------- ------------- ------------- ------------ ------------
Class N(4)        -29.92%       -29.92%      -13.01%       -12.13%       -20.15%       -20.15%         N/A          N/A
--------------- ------------- ------------- ----------- -------------- ------------- ------------- ------------ ------------
--------------- ------------- ------------- ----------- -------------- ------------- ------------- ------------ ------------
Class Y(5)         20.77%        20.77%      -11.79%       -11.79%        5.00%         5.00%          N/A          N/A
--------------- ------------- ------------- ----------- -------------- ------------- ------------- ------------ ------------

1. Inception of Class A:   12/22/69
2. Inception of Class B:   8/17/93
3. Inception of Class C:   10/2/95
4. Inception of Class N:   3/1/01
5. Inception of Class Y:   11/17/98

  ------------------------------------------------------------------------------------------------------------------------
                           Average Annual Total Returns for Class A Shares (After Sales Charge)
                                               For the Periods Ended 9/30/02
  ------------------------------------------------------------------------------------------------------------------------
  -------------------------------------- ------------------------ ---------------------------- ---------------------------
                                                 1-Year                     5-Years                     10-Years
  -------------------------------------- ------------------------ ---------------------------- ---------------------------
  -------------------------------------- ------------------------ ---------------------------- ---------------------------
  After Taxes on Distributions                   -17.03%                    -0.07%                       7.62%
  -------------------------------------- ------------------------ ---------------------------- ---------------------------
  -------------------------------------- ------------------------ ---------------------------- ---------------------------
  After  Taxes  on  Distributions   and
  Sale of Fund Shares                            -10.37%                     1.66%                       7.75%
  -------------------------------------- ------------------------ ---------------------------- ---------------------------

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 on 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  retes mutual funds in their
specialized market sector. The Fund is rated among the world stock funds category.

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

         The Fund may also  compare  its total  return  rating to that of other funds in
its Morningstar  category,  in addition to its star ratings.  Those total return ratings
are  percentages  from one  percent to one hundred  percent  and are not risk  adjusted.
For example,  if a fund is in the 94th  percentile,  that means that 94% of the funds in
the same category performed better than it did.

         |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 economics 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.


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


How to Buy Shares

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

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  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 B to this  Statement of  Additional
Information  because the  Distributor  or dealer or broker  incurs  little or no selling
expenses.

         |X| Right of  Accumulation.  To qualify for the lower sales  charge  rates that
apply to larger purchases of Class A shares, you and your spouse can add together:
o        Class  A  and  Class  B  shares  you  purchase  for  your  individual  accounts
         (including IRAs and 403(b) plans), or for your joint accounts,  or for trust or
         custodial accounts on behalf of your children who are minors, and
o        Current  purchases  of  Class A and  Class  B  shares  of the  Fund  and  other
         Oppenheimer  funds to reduce  the sales  charge  rate that  applies  to current
         purchases of Class A shares, and
o        Class A and  Class B shares  of  Oppenheimer  funds  you  previously  purchased
         subject to an initial or contingent  deferred  sales charge to reduce the sales
         charge rate for current  purchases of Class A shares,  provided  that you still
         hold your investment in one of the Oppenheimer funds.

         A  fiduciary  can  count  all  shares  purchased  for a trust,  estate or other
fiduciary  account  (including one or more employee  benefit plans of the same employer)
that has multiple  accounts.  The Distributor  will add the value,  at current  offering
price,  of the  shares  you  previously  purchased  and  currently  own to the  value of
current  purchases to determine  the sales charge rate that  applies.  The reduced sales
charge will apply only to current purchases. You must request it when you buy shares.

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

Oppenheimer Bond Fund                                         Oppenheimer Municipal Bond Fund
Oppenheimer California Municipal Fund                         Oppenheimer New Jersey Municipal Fund
Oppenheimer Capital Appreciation Fund                         Oppenheimer New York Municipal Fund
Oppenheimer Capital Preservation Fund                         Oppenheimer Pennsylvania Municipal Fund
Oppenheimer Capital Income Fund                               Oppenheimer Quest Balanced Value Fund
Oppenheimer Champion Income Fund                              Oppenheimer Quest Capital Value Fund, Inc.
Oppenheimer Convertible Securities Fund                       Oppenheimer Quest Global Value Fund, Inc.
Oppenheimer Developing Markets Fund                           Oppenheimer Quest Opportunity Value Fund
Oppenheimer Disciplined Allocation Fund                       Oppenheimer Quest Value Fund, Inc.
Oppenheimer Discovery Fund                                    Oppenheimer Real Asset Fund
Oppenheimer Emerging Growth Fund                              Oppenheimer Rochester National Municipals
Oppenheimer Emerging Technologies Fund                        Oppenheimer Senior Floating Rate Fund
Oppenheimer Enterprise Fund                                   Oppenheimer Small Cap Value Fund
Oppenheimer Europe Fund                                       Oppenheimer Strategic Income Fund
Oppenheimer Global Fund                                       Oppenheimer Total Return Fund, Inc.
Oppenheimer Global Growth & Income Fund                       Oppenheimer Trinity Core Fund
Oppenheimer Gold & Special Minerals Fund                      Oppenheimer Trinity Large Cap Growth Fund
Oppenheimer Growth Fund                                       Oppenheimer Trinity Value Fund
Oppenheimer High Yield Fund                                   Oppenheimer U.S. Government Trust
Oppenheimer International Bond Fund                           Oppenheimer Value Fund
Oppenheimer International Growth Fund                         Limited-Term New York Municipal Fund
Oppenheimer International Small Company Fund                  Rochester Fund Municipals
Oppenheimer Limited-Term Government Fund                      OSM1- Gartmore Millennium Growth Fund II
Oppenheimer Limited Term Municipal Fund                       OSM1 - Jennison Growth Fund
Oppenheimer Main Street Growth & Income Fund                  OSM1 - Mercury Advisors S&P 500 Index Fund
Oppenheimer Main Street Opportunity Fund                      OSM1 - Mercury Advisors Focus Growth Fund
Oppenheimer Main Street Small Cap Fund                        OSM1 - QM Active Balanced Fund
Oppenheimer MidCap Fund                                       OSM1 - Salomon Brothers All Cap Fund
Oppenheimer Multiple Strategies Fund
And the following money market funds:

Centennial America Fund, L. P.                                Centennial New York Tax Exempt Trust
Centennial California Tax Exempt Trust                        Centennial Tax Exempt Trust
Centennial Government Trust                                   Oppenheimer Cash Reserves
Centennial Money Market Trust                                 Oppenheimer Money Market Fund, Inc.
1 - "OSM" stands for Oppenheimer Select Managers

         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,  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 of Intent do not  consider  Class C or Class N shares you  purchase
or may have purchased.

         A Letter of Intent 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  of  Intent
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 of Intent  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 of Intent.  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 of Intent.

         If the total eligible  purchases made during the Letter of Intent 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 of Intent  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 of Intent.  If the intended  purchase  amount under a Letter of Intent  entered
into by an  OppenheimerFunds  prototype  401(k) plan is not purchased by the plan by the
end of the Letter of Intent 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 of Intent period will
be deducted.  It is the  responsibility  of the dealer of record  and/or the investor to
advise  the  Distributor  about the  Letter  in  placing  any  purchase  orders  for the
investor  during  the  Letter  of  Intent  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 of Intent  period,  the  escrowed  shares  will be promptly
released to the investor.



         3.   If,  at the  end  of the  13-month  Letter  of  Intent  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 your 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  charge or at reduced  sales  charge  rates,  as described in
Appendix B 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 $3  million in assets
(other than assets invested in money market funds)  invested in applicable  investments,
then the  retirement  plan may purchase  only Class B shares of the  Oppenheimer  funds.
Any  retirement  plans in that category that  currently  invest in Class B shares of the
Fund will have  their  Class B shares  converted  to Class A shares of the Fund when the
plan's  applicable  investments  reach $5 million.  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 any order in the amount of  $500,000  or more
for  Class B shares  or $1  million  or more for  Class C shares  on  behalf of a single
investor  (not  including  dealer  "street name" or omnibus  accounts).  That is because
generally it will be more  advantageous  for that investor to purchase Class A shares of
the Fund.

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

         |X|  Availability  of Class N Shares.  In  addition to the  description  of the
types  of  retirement  plans  which  may  purchase  Class  N  shares  contained  in  the
prospectus, Class N shares also are offered to the following:
o        to all rollover IRAs (including SEP IRAs and SIMPLE IRAs),
o        to all rollover  contributions made to Individual 401(k) plans,  Profit-Sharing
              Plans and Money Purchase Pension Plans,
o        to all direct rollovers from  OppenheimerFunds-sponsored  Pinnacle and Ascender
              retirement plans,
o        to all trustee-to-trustee IRA transfers,
o        to all 90-24 type 403(b) transfers,
o        to Group  Retirement  Plans (as  defined  in  Appendix B to this  Statement  of
              Additional  Information)  which have entered into a special agreement with
              the Distributor for that purpose,
o        to Retirement  Plans  qualified under Sections 401(a) or 401(k) of the Internal
              Revenue Code, the  recordkeeper  or the plan sponsor for which has entered
              into a special agreement with the Distributor,
o        to Retirement  Plans of a plan sponsor  where the aggregate  assets of all such
              plans invested in the Oppenheimer funds is $500,000 or more,
o        to  OppenheimerFunds-sponsored  Ascender 401(k) plans that pay for the purchase
              with the redemption  proceeds of Class A shares of one or more Oppenheimer
              funds.
o        to  certain  customers  of  broker-dealers  and  financial  advisors  that  are
              identified in a special  agreement  between the broker-dealer or financial
              advisor and the Distributor for that purpose.

         The sales  concession  and the advance of the service  fee, as described in the
Prospectus, will not be paid to dealers of record on sales of Class N shares on:
o        purchases  of Class N shares in amounts  of  $500,000  or more by a  retirement
              plan that pays for the purchase  with the  redemption  proceeds of Class A
              shares of one or more  Oppenheimer  funds  (other than  rollovers  from an
              OppenheimerFunds-sponsored  Pinnacle  or  Ascender  401(k) plan to any IRA
              invested in the Oppenheimer funds),
o        purchases  of Class N shares in amounts  of  $500,000  or more by a  retirement
              plan that pays for the purchase  with the  redemption  proceeds of Class C
              shares  of one or more  Oppenheimer  funds  held by the plan for more than
              one  year  (other  than  rollovers   from  an   OppenheimerFunds-sponsored
              Pinnacle or Ascender  401(k) plan to any IRA  invested in the  Oppenheimer
              funds), and
o        on  purchases  of Class N shares by an  OppenheimerFunds-sponsored  Pinnacle or
              Ascender  401(k) plan made with the redemption  proceeds of Class A shares
              of one or more Oppenheimer funds.

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

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

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

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

Account Fees. As stated in the  Prospectus,  a $12 annual fee is assessed on any account
valued at less than $500.  This fee will not be assessed on the following accounts:
o        Accounts  that have  balances  below $500 due to the  automatic  conversion  of
         shares from Class B to Class A shares;
o        Accounts  with an  active  Asset  Builder  Plan,  payroll  deduction  plan or a
         military allotment plan;
o        OppenheimerFunds-sponsored   group   retirement   accounts   that  are   making
         continuing purchases;
o        Certain  accounts  held  by  broker-dealers  through  the  National  Securities
         Clearing Corporation; and
o        Accounts that fall below the $500  threshold due solely to market  fluctuations
         within the 12-month period preceding the date the fee is deducted.

         The fee is  automatically  deducted  from  qualifying  accounts  annually on or
about the second to last  business day of  September.  This annual fee is waived for any
shareholders who elect to access their account  documents  through  electronic  document
delivery  rather than in paper copy and who elect to utilize the  Internet or  PhoneLink
as their  primary  source  for  their  general  servicing  needs.  To sign up 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.

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 New York
Stock Exchange ("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,  Presidents'  Day,  Martin  Luther  King,  Jr.  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  Trustees  has  established
procedures  for the  valuation of the Fund's  securities.  In general  those  procedures
are as follows:

              |_| Equity  securities traded on a U.S.  securities  exchange or on Nasdaq
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.

              |_| 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 Trustees, or
2.       at the  last  sale  price  obtained  by the  Manager  from  the  report  of the
              principal  exchange on which the  security  is traded at its last  trading
              session on or immediately before the valuation date, or
3.       at the mean between the "bid" and "asked"  prices  obtained  from the principal
              exchange on which the  security  is traded or, on the basis of  reasonable
              inquiry, from two market makers in the security.

              |_| 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 Trustees or obtained by
the Manager from two active  market  makers in the  security on the basis of  reasonable
inquiry.

              |_| 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
Trustees or obtained by the Manager  from two active  market  makers in the  security on
the basis of reasonable inquiry:
         1.   debt instruments that have a maturity of more than 397 days when issued,
         2.   debt  instruments  that had a maturity of 397 days or less when issued and
              have a remaining maturity of more than 60 days, and
         3.   non-money  market debt instruments that had a maturity of 397 days or less
              when issued and which have a remaining maturity of 60 days or less.

              |_|  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.

              |_|   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
Trustees.   The  pricing  service  may  use  "matrix"  comparisons  to  the  prices  for
comparable  instruments  on the basis of quality,  yield,  and  maturity.  Other special
factors  may be  involved  (such  as the  tax-exempt  status  of the  interest  paid  by
municipal  securities).  The Manager will monitor the accuracy of the pricing  services.
That  monitoring  may include  comparing  prices used for portfolio  valuation to actual
sales prices of selected securities.

         The  closing  prices in the  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 Trustees or by the Manager.  If there were no
sales that day,  they shall be valued at the last sale  price on the  preceding  trading
day  if it is  within  the  spread  of the  closing  "bid"  and  "asked"  prices  on the
principal  exchange 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 and 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 Trustees of the Fund may  determine  that it would be  detrimental  to the best
interests  of the  remaining  shareholders  of the Fund to make  payment of a redemption
order  wholly  or  partly  in  cash.  In that  case,  the  Fund  may pay the  redemption
proceeds in whole or in part by a distribution  "in kind" of liquid  securities from the
portfolio of the Fund, in lieu of cash.



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

Involuntary  Redemptions.  The  Fund's  Board of  Trustees  has the  right to cause  the
involuntary  redemption  of the shares  held in any account if the  aggregate  net asset
value of those  shares  is less than  $200 or such  lesser  amount as the Board may fix.
The Board  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 B to this Statement of Additional Information).

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

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

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

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

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

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

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

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

         To use shares held under the Plan as collateral  for a debt, the Planholder may
request  issuance  of a  portion  of the  shares  in  certificated  form.  Upon  written
request from the  Planholder,  the Transfer  Agent will  determine  the number of shares
for which a certificate  may be issued without  causing the  withdrawal  checks to stop.
However,  should such  uncertificated  shares become  exhausted,  Plan  withdrawals will
terminate.

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

         The following funds do not offer Class N shares:
         Oppenheimer California Municipal Fund                     Oppenheimer Pennsylvania Municipal Fund
         Oppenheimer Limited Term Municipal Fund                   Oppenheimer Rochester National Municipals
         Oppenheimer Municipal Bond Fund                           Oppenheimer Senior Floating Rate Fund
         Oppenheimer New Jersey Municipal Fund                     Limited Term New York Municipal Fund
         Oppenheimer New York Municipal Fund                       Rochester Fund Municipals

         The following funds do not offer Class Y shares:
         Oppenheimer California Municipal Fund                     Oppenheimer Limited Term Municipal Fund
         Oppenheimer Capital Income Fund                           Oppenheimer New Jersey Municipal Fund
         Oppenheimer Cash Reserves                                 Oppenheimer New York Municipal Fund
         Oppenheimer Champion Income Fund                          Oppenheimer Pennsylvania Municipal Fund
         Oppenheimer Convertible Securities Fund                   Oppenheimer Rochester National Municipals
         Oppenheimer Disciplined Allocation Fund                   Oppenheimer Senior Floating Rate Fund
         Oppenheimer Gold & Special Minerals Fund                  Oppenheimer Small Cap Value Fund
         Oppenheimer International Small Company Fund              Limited Term New York Municipal Fund

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        Class X shares of Limited Term New York  Municipal  Fund may be exchanged  only
     for  Class B shares of other  Oppenheimer  funds  and no  exchanges  may be made to
     Class X 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  Senior  Floating Rate Fund are not available by
     exchange  of  shares  of  Oppenheimer  Money  Market  Fund  or  Class A  shares  of
     Oppenheimer Cash Reserves.
o        Shares of  Oppenheimer  Select  Managers  Mercury  Advisors  S&P Index Fund and
     Oppenheimer  Select  Managers  QM  Active  Balanced  Fund  are  only  available  to
     retirement  plans and are available  only by exchange from the same class of shares
     of other Oppenheimer funds held by retirement plans.
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.

         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.
o        With respect to Class B shares,  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 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.

         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.

         ? 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.  The Fund may accept  requests for  exchanges of up to 50 accounts per
day from representatives of authorized dealers that qualify for this privilege.

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

         ?  Processing  Exchange  Requests.  Shares to be exchanged  are redeemed on the
regular  business day the  Transfer  Agent  receives an exchange  request in proper form
(the "Redemption  Date").  Normally,  shares of the fund to be acquired are purchased on
the  Redemption  Date,  but such  purchases  may be  delayed  by either  fund up to five
business days if 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.

         |_| 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  Trustees  and the  Manager  might  determine  in a
particular  year that it would be in the best  interests  of  shareholders  for the Fund
not to make such  distributions  at the required levels and to pay the excise tax on the
undistributed  amounts.  That  would  reduce  the  amount  of income  or  capital  gains
available for distribution to shareholders.

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

         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  30% (29% for  payments
after December 31, 2003) 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.  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 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 30% (29% for
payments  after  December  31,  2003)  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.  JP  Morgan  Chase  Bank 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  Auditors.  KPMG LLP are the  independent  auditors of the Fund.  They audit
the Fund's  financial  statements  and perform other related audit  services.  They also
act as auditors for certain other funds advised by the Manager and its affiliates.

INDEPENDENT AUDITORS' REPORT



--------------------------------------------------------------------------------
 The Board of Trustees and Shareholders of
 Oppenheimer Global Fund:
 We have audited the accompanying statement of assets and liabilities of
 Oppenheimer Global Fund, including the statement of investments, as of
 September 30, 2002, and the related statement of operations for the year then
 ended, the statements of changes in net assets for each of the two years in the
 period then ended, and the financial highlights for each of the five years in
 the period then ended. These financial statements and financial highlights are
 the responsibility of the Fund's management. Our responsibility is to express
 an opinion on these financial statements and financial highlights based on our
 audits.
    We conducted our audits in accordance with auditing standards generally
 accepted in the United States of America. Those standards require that we plan
 and perform the audit to obtain reasonable assurance about whether the
 financial statements and financial highlights are free of material
 misstatement. An audit includes examining, on a test basis, evidence supporting
 the amounts and disclosures in the financial statements. Our procedures
 included confirmation of securities owned as of September 30, 2002, by
 correspondence with the custodian and brokers or by other appropriate auditing
 procedures where replies from brokers were not received. An audit also includes
 assessing the accounting principles used and significant estimates made by
 management, as well as evaluating the overall financial statement presentation.
 We believe that our audits provide a reasonable basis for our opinion.
    In our opinion, the financial statements and financial highlights referred
 to above present fairly, in all material respects, the financial position of
 Oppenheimer Global Fund as of September 30, 2002, the results of its operations
 for the year then ended, the changes in its net assets for each of the two
 years in the period then ended, and the financial highlights for each of the
 five years in the period then ended, in conformity with accounting principles
 generally accepted in the United States of America.




 KPMG LLP

 Denver, Colorado
 October 21, 2002




STATEMENT OF INVESTMENTS  September 30, 2002

                                          Market Value
                               Shares       See Note 1
---------------------------------------------------------
 Common Stocks--97.0%
---------------------------------------------------------
 Consumer Discretionary--19.3%
---------------------------------------------------------
 Auto Components--0.5%
 Valeo SA                   1,037,356   $   29,762,106
---------------------------------------------------------
 Automobiles--2.8%
 Porsche AG,
 Preferred                    298,820      121,082,760
---------------------------------------------------------
 Volkswagen AG              1,546,385       55,813,235
                                        -----------------
                                           176,895,995

---------------------------------------------------------
 Hotels, Restaurants & Leisure--1.3%
 International Game
 Technology(1)                636,800       44,028,352
---------------------------------------------------------
 Six Continents plc         4,451,998       41,517,188
                                        -----------------
                                            85,545,540

---------------------------------------------------------
 Household Durables--3.5%
 Koninklijke (Royal) Philips
 Electronics NV             1,317,200       19,136,295
---------------------------------------------------------
 Nintendo Co. Ltd.            614,687       71,597,352
---------------------------------------------------------
 Sharp Corp.                6,916,000       66,410,416
---------------------------------------------------------
 Sony Corp.                 1,199,000       50,327,665
---------------------------------------------------------
 Thomson
 Multimedia SA(1)           1,190,071       18,747,786
                                        -----------------
                                           226,219,514

---------------------------------------------------------
 Media--8.3%
 Grupo Televisa SA,
 Sponsored GDR(1)           1,687,590       43,016,669
---------------------------------------------------------
 JC Decaux SA(1)            2,030,482       22,916,804
---------------------------------------------------------
 Pearson plc                6,487,290       51,978,744
---------------------------------------------------------
 Reed Elsevier plc         17,430,233      149,799,939
---------------------------------------------------------
 Singapore Press
 Holdings Ltd.              7,282,785       77,855,688
---------------------------------------------------------
 Sirius Satellite
 Radio, Inc.(1)             3,502,500        3,502,500
---------------------------------------------------------
 Television
 Broadcasts Ltd.           19,376,486       59,623,014
---------------------------------------------------------
 Wolters Kluwer NV          3,565,375       64,482,980
---------------------------------------------------------
 XM Satellite Radio
 Holdings, Inc.(1,2)        4,606,300       17,964,570
---------------------------------------------------------
 Zee Telefilms Ltd.(1)                      36,316,627
                                        -----------------
                                           527,457,535

                                          Market Value
                               Shares       See Note 1
---------------------------------------------------------
 Specialty Retail--2.9%
 Best Buy Co., Inc.(1)        922,627   $   20,583,809
---------------------------------------------------------
 Circuit City Stores, Inc./
 Circuit City Group         4,646,115       70,388,642
---------------------------------------------------------
 Gap, Inc. (The)            2,813,100       30,522,135
---------------------------------------------------------
 New Dixons
 Group plc                 12,716,824       34,497,374
---------------------------------------------------------
 RadioShack Corp.           1,319,000       26,459,140
                                        -----------------
                                           182,451,100

---------------------------------------------------------
 Consumer Staples--12.5%
---------------------------------------------------------
 Beverages--2.8%
 Companhia de Bebidas
 das Americas, ADR          2,294,900       24,601,328
---------------------------------------------------------
 Diageo plc                 5,921,430       73,472,003
---------------------------------------------------------
 Fomento Economico
 Mexicano SA
 de CV, UBD                11,742,100       39,716,180
---------------------------------------------------------
 Grupo Modelo SA
 de CV, Series C           15,788,200       39,511,014
                                        -----------------
                                           177,300,525

---------------------------------------------------------
 Food & Drug Retailing--1.0%
 Boots Co. plc              4,141,868       34,423,856
---------------------------------------------------------
 Delhaize Group               845,500       13,720,678
---------------------------------------------------------
 Seven-Eleven Japan
 Co. Ltd.                     492,000       16,650,567
                                        -----------------
                                            64,795,101

---------------------------------------------------------
 Food Products--1.8%
 Cadbury
 Schweppes plc             13,676,101       91,404,906
---------------------------------------------------------
 Koninklijke
 Numico NV                  2,277,700       24,266,329
                                        -----------------
                                           115,671,235

---------------------------------------------------------
 Household Products--5.2%
 Hindustan
 Lever Ltd.                17,684,700       63,149,192
---------------------------------------------------------
 Reckitt
 Benckiser plc             14,177,123      267,539,328
                                        -----------------
                                           330,688,520


                          12 | OPPENHEIMER GLOBAL FUND



                                          Market Value
                               Shares       See Note 1
---------------------------------------------------------
 Personal Products--1.7%
 Shiseido Co. Ltd.          2,966,000   $   35,400,017
---------------------------------------------------------
 Wella AG, Preference,
 Non-Vtg.                   1,649,156       73,180,753
                                        -----------------
                                           108,580,770

---------------------------------------------------------
 Energy--5.1%
---------------------------------------------------------
 Oil & Gas--5.1%
 BP plc, ADR                1,972,456       78,700,995
---------------------------------------------------------
 ChevronTexaco
 Corp.                        957,517       66,308,052
---------------------------------------------------------
 Encana Corp.               1,450,656       43,898,303
---------------------------------------------------------
 Husky Energy, Inc.         6,675,565       70,282,395
---------------------------------------------------------
 Royal Dutch Petroleum
 Co., NY Shares             1,600,223       64,280,958
                                        -----------------
                                           323,470,703

---------------------------------------------------------
 Financials--13.5%
---------------------------------------------------------
 Banks--7.3%
 Australia & New
 Zealand Banking
 Group Ltd.                13,407,829      128,594,623
---------------------------------------------------------
 Bank One Corp.             3,846,303      143,851,732
---------------------------------------------------------
 ICICI Bank Ltd.,
 Sponsored ADR              6,931,250       41,518,187
---------------------------------------------------------
 Royal Bank of Scotland
 Group plc (The)            3,748,762       70,743,639
---------------------------------------------------------
 Wachovia Corp.             2,449,738       80,081,935
                                        -----------------
                                           464,790,116

---------------------------------------------------------
 Diversified Financials--3.6%
 American
 Express Co.                2,179,900       67,969,282
---------------------------------------------------------
 Citigroup, Inc.              832,633       24,687,568
---------------------------------------------------------
 Credit Saison
 Co. Ltd.                   2,696,000       59,239,362
---------------------------------------------------------
 Fannie Mae                   975,340       58,071,744
---------------------------------------------------------
 MBNA Corp.                   836,700       15,378,546
                                        -----------------
                                           225,346,502

---------------------------------------------------------
 Insurance--2.6%
---------------------------------------------------------
 ACE Ltd.                   2,016,571       59,710,667
---------------------------------------------------------
 Berkshire Hathaway,
 Inc., Cl. B(1)                29,620       73,013,300
---------------------------------------------------------
 Manulife
 Financial Corp.            1,529,239       32,277,722
                                        -----------------
                                           165,001,689

                                          Market Value
                               Shares       See Note 1
---------------------------------------------------------
 Health Care--18.0%
---------------------------------------------------------
 Biotechnology--4.2%
 Affymetrix, Inc.(1)        1,042,600   $   21,686,080
---------------------------------------------------------
 Amgen, Inc.(1)             2,224,000       92,740,800
---------------------------------------------------------
 Gilead
 Sciences, Inc.(1)          2,494,400       83,637,232
---------------------------------------------------------
 Human Genome
 Sciences, Inc.(1)          1,750,300       21,108,618
---------------------------------------------------------
 IDEC Pharmaceuticals
 Corp.(1)                     200,700        8,333,064
---------------------------------------------------------
 Oxford
 GlycoSciences plc(1)       1,734,735        3,737,421
---------------------------------------------------------
 Protein Design
 Labs, Inc.(1)                209,000        1,734,700
---------------------------------------------------------
 Qiagen NV(1)                 801,478        3,699,110
---------------------------------------------------------
 Wyeth                        837,569       26,634,694
                                        -----------------
                                           263,311,719

---------------------------------------------------------
 Health Care Equipment & Supplies--1.7%
 Amersham plc               2,254,400       18,949,465
---------------------------------------------------------
 Applera Corp./
 Applied Biosystems
 Group                      2,031,800       37,181,940
---------------------------------------------------------
 Essilor
 International SA             724,200       29,373,430
---------------------------------------------------------
 Smith &
 Nephew plc                 3,278,650       19,799,060
---------------------------------------------------------
 Swiss
 Medical SA(1,2,3)            960,000        3,583,104
                                        -----------------
                                           108,886,999

---------------------------------------------------------
 Health Care Providers & Services--2.9%
 Fresenius AG,
 Preference(2)              1,732,127       39,081,789
---------------------------------------------------------
 Laboratory Corp.
 of America
 Holdings(1)                1,020,200       34,462,356
---------------------------------------------------------
 Oxford Health
 Plans, Inc.(1)               721,400       28,091,316
---------------------------------------------------------
 Quest
 Diagnostics, Inc.(1)       1,118,700       68,833,611
---------------------------------------------------------
 Quintiles
 Transnational Corp.       11,381,207       13,135,279
                                        -----------------
                                           183,604,351

                          13 | OPPENHEIMER GLOBAL FUND


STATEMENT OF INVESTMENTS  Continued

                                          Market Value
                               Shares       See Note 1
---------------------------------------------------------
 Pharmaceuticals--9.2%
 AstraZeneca plc              895,841   $   27,161,656
---------------------------------------------------------
 Eisai Co. Ltd.             1,790,000       41,316,741
---------------------------------------------------------
 Johnson & Johnson          1,436,955       77,710,526
---------------------------------------------------------
 Novartis AG                1,998,495       79,020,047
---------------------------------------------------------
 Pfizer, Inc.               2,136,590       62,003,842
---------------------------------------------------------
 Sanofi-Synthelabo
 SA                         4,612,307      260,053,469
---------------------------------------------------------
 Takeda Chemical
 Industries Ltd.              991,000       39,968,868
                                        -----------------
                                           587,235,149

---------------------------------------------------------
 Industrials--6.2%
---------------------------------------------------------
 Aerospace & Defense--3.7%
 Bombardier,
 Inc., Cl. B                6,423,500       17,656,323
---------------------------------------------------------
 Empresa Brasileira
 de Aeronautica
 SA (Embraer), ADR          3,814,300       50,730,190
---------------------------------------------------------
 Lockheed
 Martin Corp.                 642,900       41,576,343
---------------------------------------------------------
 Raytheon Co.               4,232,400      124,009,320
                                        -----------------
                                           233,972,176

---------------------------------------------------------
 Commercial Services & Supplies--2.5%
 Amadeus Global Travel
 Distribution SA            3,436,822       14,401,632
---------------------------------------------------------
 Rentokil Initial plc      21,077,713       69,028,236
---------------------------------------------------------
 Societe BIC SA             2,399,253       79,434,588
                                        -----------------
                                           162,864,456

---------------------------------------------------------
 Information Technology--15.1%
---------------------------------------------------------
 Communications Equipment--3.4%
 JDS Uniphase Corp.(1)     14,035,100       27,340,375
---------------------------------------------------------
 QUALCOMM, Inc.(1)          4,998,200      138,050,284
---------------------------------------------------------
 Scientific-
 Atlanta, Inc.              3,879,000       48,526,290
                                        -----------------
                                           213,916,949

---------------------------------------------------------
 Computers & Peripherals--0.6%
 International Business
 Machines Corp.               270,781       15,810,902
---------------------------------------------------------
 Toshiba Corp.(1)           6,844,500       20,914,687
                                        -----------------
                                            36,725,589

                                          Market Value
                               Shares       See Note 1
---------------------------------------------------------
 Electronic Equipment & Instruments--1.0%
---------------------------------------------------------
 Keyence Corp.                121,400   $   20,382,914
---------------------------------------------------------
 Kudelski SA(1)               374,527        5,122,671
---------------------------------------------------------
 Kyocera Corp.                484,800       32,455,397
---------------------------------------------------------
 Tandberg ASA(1)              884,100        8,649,168
                                        -----------------
                                            66,610,150

---------------------------------------------------------
 IT Consulting & Services--0.6%
 Infosys
 Technologies Ltd.            516,572       36,328,847
---------------------------------------------------------
 Semiconductor Equipment & Products--1.5%
 Applied
 Materials, Inc.(1)           919,500       10,620,225
---------------------------------------------------------
 Broadcom
 Corp., Cl. A(1)            1,872,300       19,996,164
---------------------------------------------------------
 National
 Semiconductor
 Corp.(1)                   4,430,100       52,895,394
---------------------------------------------------------
 Novellus
 Systems, Inc.(1)             460,900        9,591,329
                                        -----------------
                                            93,103,112

---------------------------------------------------------
 Software--8.0%
 Cadence Design
 Systems, Inc.(1,2)        18,175,538      184,845,222
---------------------------------------------------------
 Electronic
 Arts, Inc.(1)              2,454,541      161,901,524
---------------------------------------------------------
 Sybase, Inc.(1)            4,697,255       54,582,103
---------------------------------------------------------
 Symantec Corp.(1)            952,900       32,046,027
---------------------------------------------------------
 Synopsys, Inc.(1)          1,573,213       60,018,076
---------------------------------------------------------
 Trend Micro, Inc.(1)         640,000       16,822,737
                                        -----------------
                                           510,215,689

---------------------------------------------------------
 Materials--2.0%
---------------------------------------------------------
 Chemicals--1.1%
 International Flavors
 & Fragrances, Inc.         2,127,025       67,745,746
---------------------------------------------------------
 Construction Materials--0.9%
 Hanson plc                12,251,226       60,881,440
---------------------------------------------------------
 Telecommunication Services--4.3%
---------------------------------------------------------
 Diversified Telecommunication Services--1.1%
 BT Group plc              16,032,920       41,475,994
---------------------------------------------------------
 Tele Norte Leste
 Participacoes SA
 (Telemar),
 Preference             5,521,720,560       30,047,775
                                        -----------------
                                            71,523,769

                          14 | OPPENHEIMER GLOBAL FUND


                                          Market Value
                               Shares       See Note 1
---------------------------------------------------------
 Wireless Telecommunication Services--3.2%
 AT&T Corp.                 2,418,200   $   29,042,582
---------------------------------------------------------
 KDDI Corp.                    33,526      104,648,267
---------------------------------------------------------
 SK Telecom
 Co. Ltd.                     180,150       34,775,443
---------------------------------------------------------
 SK Telecom
 Co. Ltd., ADR              1,497,000       31,781,310
                                        -----------------
                                           200,247,602

---------------------------------------------------------
 Utilities--1.0%
---------------------------------------------------------
 Gas Utilities--0.7%
 Hong Kong &
 China Gas Co. Ltd.        32,776,700       43,914,626
---------------------------------------------------------
 Multi-Utilities--0.3%
 Suez SA                    1,407,270       22,141,614
                                        -----------------
 Total Common Stocks
 (Cost $7,130,804,637)                   6,167,206,934

                            Principal
                               Amount
---------------------------------------------------------
 Non-Convertible Corporate Bonds and Notes--0.0%

 Telewest Communications plc,
 11% Sr. Disc. Debs., 10/1/07(4)
 (Cost $7,759,709)       $  9,620,000       1,683,500

                            Principal     Market Value
                               Amount       See Note 1
---------------------------------------------------------
 Short-Term Notes--0.7%

 Wyeth:
 2%, 10/9/02             $ 30,000,000   $   29,987,467
 2%, 10/11/02              15,000,000       14,992,000
                                        -----------------
 Total Short-Term Notes
 (Cost $44,979,467)                         44,979,467

---------------------------------------------------------
 Joint Repurchase Agreements--2.5%

 Undivided interest of 17.22% in joint repurchase
 agreement with PaineWebber, Inc., 1.90%, dated
 9/30/02, to be repurchased at $154,977,179 on
 10/1/02, collateralized by Federal National
 Mortgage Assn., 7%, 5/1/32--7/1/32, with a
 value of $918,866,253 (Cost $154,969,000)
                          154,969,000      154,969,000
---------------------------------------------------------
 Total Investments, at Value
 (Cost $7,338,512,813)100.2%             6,368,838,901
---------------------------------------------------------
 Liabilities in
 Excess of Other Assets          (0.2)     (10,760,638)
                                -------------------------
 Net Assets                     100.0%  $6,358,078,263
                                =========================

Footnotes to Statement of Investments
1. Non-income producing security.
2. Affiliated company. Represents ownership of at least 5% of the voting
securities of the issuer, and is or was an affiliate, as defined in the
Investment Company Act of 1940, at or during the period ended September 30,
2002. The aggregate fair value of securities of affiliated companies held by the
Fund as of September 30, 2002 amounts to $245,474,685. Transactions during the
period in which the issuer was an affiliate are as follows:



                               Shares                                       Shares
                        September 30,         Gross          Gross   September 30,
Unrealized        Dividend        Realized
                                 2001     Additions     Reductions            2002
Depreciation          Income            Gain
------------------------------------------------------------------------------------------------------------------------------------


Stocks and/or Warrants
Cadence Design
Systems, Inc.              16,869,040     1,306,498             --      18,175,538
$170,013,833      $       --    $         --
Fresenius AG, Preference    1,590,864       141,263             --       1,732,127
130,873,236       1,446,327              --
Porsche AG, Preferred *       603,913         1,060        306,153
298,820                --       1,251,706     112,063,949
Swiss Medical SA              480,000       480,000             --         960,000
26,806,896              --              --
XM Satellite Radio
Holdings, Inc.                     --     4,606,300             --       4,606,300
34,417,015              --              --

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

$2,698,033    $112,063,949

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

  *No longer an affiliate as of September 30, 2002.
3. Identifies issues considered to be illiquid or restricted--See Note 6 of Notes to
Financial Statements.
4. Issuer is in default.



                          15 | OPPENHEIMER GLOBAL FUND

STATEMENT OF INVESTMENTS  Continued
--------------------------------------------------------------------------------
 Footnotes to Statement of Investments Continued

 Distribution of investments representing geographic diversification, as a
 percentage of total investments at value, is as follows:

 Geographic Diversification                      Market Value            Percent
--------------------------------------------------------------------------------
 United States                                  $2,598,651,738            40.8%
 Great Britain                                   1,136,794,744            17.9
 Japan                                             576,134,990             9.1
 France                                            462,429,797             7.3
 Germany                                           289,158,537             4.5
 India                                             177,312,853             2.8
 The Netherlands                                   175,865,672             2.8
 Canada                                            164,114,743             2.6
 Australia                                         128,594,623             2.0
 Mexico                                            122,243,863             1.9
 Brazil                                            105,379,293             1.7
 Hong Kong                                         103,537,640             1.6
 Switzerland                                        84,142,718             1.3
 Singapore                                          77,855,688             1.2
 Korea, Republic of South                           66,556,753             1.0
 Bermuda                                            59,710,667             0.9
 Spain                                              14,401,632             0.2
 Belgium                                            13,720,678             0.2
 Norway                                              8,649,168             0.1
 Argentina                                           3,583,104             0.1
--------------------------------------------------------------------------------
 Total                                          $6,368,838,901           100.0%
================================================================================

See accompanying Notes to Financial Statements.


                          16 | OPPENHEIMER GLOBAL FUND


STATEMENT OF ASSETS AND LIABILITIES  September 30, 2002



--------------------------------------------------------------------------------
 Assets

 Investments, at value--see accompanying statement:
 Unaffiliated companies (cost $6,730,927,149)                 $6,123,364,216
                                                              --------------
 Affiliated companies (cost $607,585,664)                        245,474,685
--------------------------------------------------------------------------------
                                                               6,368,838,901
--------------------------------------------------------------------------------
 Cash                                                              2,728,464
--------------------------------------------------------------------------------
 Unrealized appreciation on foreign currency contracts                 5,085
--------------------------------------------------------------------------------
 Receivables and other assets:
 Interest and dividends                                           13,397,466
 Shares of beneficial interest sold                               11,402,798
 Other                                                                42,827
                                                              --------------
 Total assets                                                  6,396,415,541


--------------------------------------------------------------------------------
 Liabilities

 Payables and other liabilities:
 Shares of beneficial interest redeemed                           15,984,253
 Investments purchased                                            13,561,676
 Distribution and service plan fees                                4,083,251
 Transfer and shareholder servicing agent fees                     2,189,703
 Trustees' compensation                                            1,294,905
 Shareholder reports                                               1,018,982
 Other                                                               204,508
                                                              --------------
 Total liabilities                                                38,337,278


--------------------------------------------------------------------------------
 Net Assets                                                   $6,358,078,263
                                                              ==============

--------------------------------------------------------------------------------
 Composition of Net Assets

 Paid-in capital                                              $7,968,197,384
--------------------------------------------------------------------------------
 Accumulated net investment loss                                 (11,620,526)
--------------------------------------------------------------------------------
 Accumulated net realized loss on investments and foreign
 currency transactions                                          (629,096,228)
--------------------------------------------------------------------------------
 Net unrealized depreciation on investments and translation
 of assets and liabilities denominated in foreign currencies    (969,402,367)
                                                              --------------
 Net Assets                                                   $6,358,078,263
                                                              ==============


                          17 | OPPENHEIMER GLOBAL FUND


STATEMENT OF ASSETS AND LIABILITIES Continued

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


 Net Asset Value Per Share



 Class A Shares:
 Net asset value and redemption price per share (based on net assets of
 $4,559,329,873 and 129,334,715 shares of beneficial interest outstanding)
$35.25
 Maximum offering price per share (net asset value plus sales charge
 of 5.75% of offering price)
$37.40
--------------------------------------------------------------------------------------------------
 Class B Shares:
 Net asset value, redemption price (excludes applicable contingent deferred
 sales charge) and offering price per share (based on net assets of
 $1,119,359,528 and 33,615,609 shares of beneficial interest outstanding)
$33.30
--------------------------------------------------------------------------------------------------
 Class C Shares:
 Net asset value, redemption price (excludes applicable contingent deferred
 sales charge) and offering price per share (based on net assets of $463,949,147
 and 13,716,512 shares of beneficial interest outstanding)
$33.82
--------------------------------------------------------------------------------------------------
 Class N Shares:
 Net asset value, redemption price (excludes applicable contingent deferred
 sales charge) and offering price per share (based on net assets of $51,077,089
 and 1,454,095 shares of beneficial interest outstanding)
$35.13
--------------------------------------------------------------------------------------------------
 Class Y Shares:
 Net asset value, redemption price and offering price per share (based on
 net assets of $164,362,626 and 4,645,293 shares of beneficial interest outstanding)
$35.38


 See accompanying Notes to Financial Statements.



                          18 | OPPENHEIMER GLOBAL FUND


STATEMENT OF OPERATIONS  For the Year Ended September 30, 2002

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


 Investment Income


 Dividends:
 Unaffiliated companies (net of foreign withholding taxes of $8,311,285)              $
99,554,781
 Affiliated companies (net of foreign withholding taxes of $394,312)
2,698,033
-------------------------------------------------------------------------------------------------------

 Interest
7,529,115

----------------
 Total investment income
109,781,929

-------------------------------------------------------------------------------------------------------
 Expenses

 Management fees
51,944,297
-------------------------------------------------------------------------------------------------------
 Distribution and service plan fees:
 Class A
13,002,543
 Class B
14,571,656
 Class C
5,210,426
 Class
N
168,064
-------------------------------------------------------------------------------------------------------
 Transfer and shareholder servicing agent fees:
 Class A
14,272,688
 Class B
3,823,862
 Class C
1,315,375
 Class
N
70,648
 Class
Y
780,728
-------------------------------------------------------------------------------------------------------
 Shareholder reports
2,893,252
-------------------------------------------------------------------------------------------------------
 Custodian fees and expenses
2,026,608
-------------------------------------------------------------------------------------------------------
 Trustees'
compensation                                                                     468,229
-------------------------------------------------------------------------------------------------------

Other
332,780

-----------------
 Total expenses
110,881,156
 Less reduction to custodian
expenses                                                        (5,327)
 Less voluntary waiver of transfer and shareholder servicing agent fees -- Class
Y         (186,910)

-----------------
 Net expenses
110,688,919

-------------------------------------------------------------------------------------------------------
 Net Investment
Loss                                                                       (906,990)

-------------------------------------------------------------------------------------------------------
 Realized and Unrealized Gain (Loss)

 Net realized gain (loss) on:
 Investments:
   Unaffiliated companies
(503,624,792)
   Affiliated companies
112,063,949
 Foreign currency transactions
(56,564,209)

-----------------
 Net realized loss
(448,125,052)

-------------------------------------------------------------------------------------------------------
 Net change in unrealized appreciation (depreciation) on:
 Investments
(686,856,684)
 Translation of assets and liabilities denominated in foreign currencies
183,072,319

-----------------
 Net change
(503,784,365)
 Net realized and unrealized loss
(951,909,417)

-------------------------------------------------------------------------------------------------------
 Net Decrease in Net Assets Resulting from Operations
$(952,816,407)

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


 See accompanying Notes to Financial Statements.


                          19 | OPPENHEIMER GLOBAL FUND


STATEMENTS OF CHANGES IN NET ASSETS




 Year Ended September 30,
2002                   2001
---------------------------------------------------------------------------------------------------
 Operations



 Net investment income (loss)                             $     (906,990)       $
18,161,660
---------------------------------------------------------------------------------------------------
 Net realized loss                                          (448,125,052)
(185,613,512)
---------------------------------------------------------------------------------------------------
 Net change in unrealized depreciation                      (503,784,365)
(2,368,896,124)

-----------------------------------------
 Net decrease in net assets resulting from operations       (952,816,407)
(2,536,347,976)


---------------------------------------------------------------------------------------------------
 Dividends and/or Distributions to Shareholders

 Distributions from net realized  gain:
 Class A                                                              --
(1,122,608,597)
 Class B                                                              --
(355,876,868)
 Class C                                                              --
(78,333,327)
 Class N
--                     --
 Class Y                                                              --
(36,265,589)


---------------------------------------------------------------------------------------------------
 Beneficial Interest Transactions

 Net increase (decrease) in net assets resulting from beneficial interest
 transactions:
 Class A                                                     357,374,689
1,564,648,425
 Class B                                                    (106,729,380)
330,994,853
 Class C                                                     126,876,337
238,103,480
 Class N                                                      56,432,365
6,787,490
 Class Y                                                      24,729,253
58,677,193


---------------------------------------------------------------------------------------------------
 Net Assets

 Total decrease                                             (494,133,143)
(1,930,220,916)
---------------------------------------------------------------------------------------------------
 Beginning of period                                       6,852,211,406
8,782,432,322

-----------------------------------------
 End of period [including accumulated net investment
 losses of $11,620,526 and $12,135,474, respectively]     $6,358,078,263
$6,852,211,406

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


 See accompanying Notes to Financial Statements.


                          20 | OPPENHEIMER GLOBAL FUND


FINANCIAL HIGHLIGHTS

 Class A   Year Ended September 30,               2002              2001
2000             1999             1998
------------------------------------------------------------------------------------------------------------------------------------
 Per Share Operating Data



 Net asset value, beginning of period          $ 40.04           $ 67.48         $
49.50          $ 38.34          $ 49.32
------------------------------------------------------------------------------------------------------------------------------------
 Income (loss) from investment operations:
 Net investment income                             .07               .20
.26              .17             1.08
 Net realized and unrealized gain (loss)         (4.86)           (15.68)
22.20            14.37            (5.49)

-------------------------------------------------------------------------------------
 Total from investment operations                (4.79)           (15.48)
22.46            14.54            (4.41)
------------------------------------------------------------------------------------------------------------------------------------
 Dividends and/or distributions to shareholders:
 Dividends from net investment income               --                --
(.32)            (.39)            (.83)
 Dividends in excess of net investment income       --                --
(.04)              --               --
 Distributions from net realized gain               --            (11.96)
(4.12)           (2.99)           (5.74)

-------------------------------------------------------------------------------------
 Total dividends and/or distributions
 to shareholders                                    --            (11.96)
(4.48)           (3.38)           (6.57)
------------------------------------------------------------------------------------------------------------------------------------
 Net asset value, end of period                $ 35.25            $40.04
$67.48           $49.50           $38.34

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


------------------------------------------------------------------------------------------------------------------------------------
 Total Return, at Net Asset Value(1)            (11.96)%          (27.10)%
47.13%           40.05%           (9.85)%


------------------------------------------------------------------------------------------------------------------------------------
 Ratios/Supplemental Data

 Net assets, end of period (in thousands)   $4,559,330        $4,876,120
$6,225,967       $3,780,168       $2,904,763
------------------------------------------------------------------------------------------------------------------------------------
 Average net assets (in thousands)          $5,552,582        $5,851,970
$5,555,437       $3,475,038       $3,381,204
------------------------------------------------------------------------------------------------------------------------------------
 Ratios to average net assets:(2)
 Net investment income                            0.18%             0.42%
0.41%            0.37%            0.96%
 Expenses                                         1.23%             1.12%
1.08%            1.16%            1.14%(3)
------------------------------------------------------------------------------------------------------------------------------------
 Portfolio turnover rate                            27%               36%
62%              68%              65%



1. Assumes an investment on the business day before the first day of the fiscal
period, with all dividends and distributions reinvested in additional shares on
the reinvestment date, and redemption at the net asset value calculated on the
last business day of the fiscal period. Sales charges are not reflected in the
total returns. Total returns are not annualized for periods of less than one
full year.
2. Annualized for periods of less than one full year.
3. Expense ratio has been calculated without adjustment for the reduction to
custodian expenses.

See accompanying Notes to Financial Statements.

                          21 | OPPENHEIMER GLOBAL FUND


FINANCIAL HIGHLIGHTS  Continued




 Class B   Year Ended September 30,               2002              2001
2000             1999             1998
------------------------------------------------------------------------------------------------------------------------------------
 Per Share Operating Data



 Net asset value, beginning of period          $ 38.11           $ 65.26         $
48.05          $ 37.32          $ 48.19
------------------------------------------------------------------------------------------------------------------------------------
 Income (loss) from investment operations:
 Net investment income (loss)                     (.32)             (.06)
(.19)            (.16)             .69
 Net realized and unrealized gain (loss)         (4.49)           (15.13)
21.52            13.99            (5.31)

-------------------------------------------------------------------------------------
 Total from investment operations                (4.81)           (15.19)
21.33            13.83            (4.62)
------------------------------------------------------------------------------------------------------------------------------------
 Dividends and/or distributions to shareholders:
 Dividends from net investment income               --                --
--             (.11)            (.51)
 Dividends in excess of net investment income       --                --
--               --               --
 Distributions from net realized gain               --            (11.96)
(4.12)           (2.99)           (5.74)

-------------------------------------------------------------------------------------
 Total dividends and/or
 distributions to shareholders                      --            (11.96)
(4.12)           (3.10)           (6.25)
------------------------------------------------------------------------------------------------------------------------------------
 Net asset value, end of period                 $33.30            $38.11
$65.26           $48.05           $37.32

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

------------------------------------------------------------------------------------------------------------------------------------
 Total Return, at Net Asset Value(1)            (12.62)%          (27.68)%
46.01%           38.99%          (10.56)%

------------------------------------------------------------------------------------------------------------------------------------
 Ratios/Supplemental Data

 Net assets, end of period (in thousands)   $1,119,360        $1,386,315
$1,948,901       $1,250,245         $897,473
------------------------------------------------------------------------------------------------------------------------------------
 Average net assets (in thousands)          $1,456,440        $1,731,624
$1,779,871       $1,121,639         $965,647
------------------------------------------------------------------------------------------------------------------------------------
 Ratios to average net assets:(2)
 Net investment income (loss)                    (0.60)%           (0.35)%
(0.38)%          (0.40)%           0.20%
 Expenses                                         2.00%             1.89%
1.85%            1.94%            1.91%(3)
------------------------------------------------------------------------------------------------------------------------------------
 Portfolio turnover rate                            27%               36%
62%              68%              65%



1. Assumes an investment on the business day before the first day of the fiscal
period, with all dividends and distributions reinvested in additional shares on
the reinvestment date, and redemption at the net asset value calculated on the
last business day of the fiscal period. Sales charges are not reflected in the
total returns. Total returns are not annualized for periods of less than one
full year.
2. Annualized for periods of less than one full year.
3. Expense ratio has been calculated without adjustment for the reduction to
custodian expenses.

See accompanying Notes to Financial Statements.


                          22 | OPPENHEIMER GLOBAL FUND


 Class C   Year Ended September 30,               2002              2001
2000             1999             1998
------------------------------------------------------------------------------------------------------------------------------------
 Per Share Operating Data



 Net asset value, beginning of period          $ 38.71           $ 66.09         $
48.63          $ 37.79          $ 48.77
------------------------------------------------------------------------------------------------------------------------------------
 Income (loss) from investment operations:
 Net investment income (loss)                     (.12)              .07
.06             (.08)             .75
 Net realized and unrealized gain (loss)         (4.77)           (15.49)
21.54            14.07            (5.42)

-------------------------------------------------------------------------------------
 Total from investment operations                (4.89)           (15.42)
21.60            13.99            (4.67)
------------------------------------------------------------------------------------------------------------------------------------
 Dividends and/or distributions to shareholders:
 Dividends from net investment income               --                --
(.02)            (.16)            (.57)
 Dividends in excess of net investment income       --                --
--(1)            --               --
 Distributions from net realized gain               --            (11.96)
(4.12)           (2.99)           (5.74)

-------------------------------------------------------------------------------------
 Total dividends and/or distributions
 to shareholders                                    --            (11.96)
(4.14)           (3.15)           (6.31)
------------------------------------------------------------------------------------------------------------------------------------
 Net asset value, end of period                 $33.82            $38.71
$66.09           $48.63           $37.79

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

------------------------------------------------------------------------------------------------------------------------------------
 Total Return, at Net Asset Value(2)            (12.63)%          (27.67)%
46.01%           38.97%          (10.53)%

------------------------------------------------------------------------------------------------------------------------------------
 Ratios/Supplemental Data

 Net assets, end of period (in thousands)     $463,949          $418,525
$404,312         $152,620          $90,707
------------------------------------------------------------------------------------------------------------------------------------

 Average net assets (in thousands)            $521,168          $448,751
$287,843         $125,334          $79,398
------------------------------------------------------------------------------------------------------------------------------------
 Ratios to average net assets:(3)
 Net investment income (loss)                    (0.56)%           (0.33)%
(0.29)%          (0.38)%           0.23%
 Expenses                                         1.99%             1.89%
1.85%            1.94%            1.91%(4)
------------------------------------------------------------------------------------------------------------------------------------
 Portfolio turnover rate                            27%               36%
62%              68%              65%


1. Less than $0.005 per share.
2. Assumes an investment on the business day before the first day of the fiscal
period, with all dividends and distributions reinvested in additional shares on
the reinvestment date, and redemption at the net asset value calculated on the
last business day of the fiscal period. Sales charges are not reflected in the
total returns. Total returns are not annualized for periods of less than one
full year.
3. Annualized for periods of less than one full year.
4. Expense ratio has been calculated without adjustment for the reduction to
custodian expenses.

See accompanying Notes to Financial Statements.


                          23 | OPPENHEIMER GLOBAL FUND


FINANCIAL HIGHLIGHTS  Continued


 Class N   Year Ended September 30,               2002              2001(1)
--------------------------------------------------------------------------------
 Per Share Operating Data

 Net asset value, beginning of period           $39.98            $50.13
--------------------------------------------------------------------------------
 Income (loss) from investment operations:
 Net investment income                             .07               .01
 Net realized and unrealized loss                (4.92)           (10.16)
                                                --------------------------------
 Total from investment operations                (4.85)           (10.15)
--------------------------------------------------------------------------------
 Dividends and/or distributions to shareholders:
 Dividends from net investment income               --                --
 Dividends in excess of net investment income       --                --
 Distributions from net realized gain               --                --
                                                --------------------------------
 Total dividends and/or distributions to shareholders
--------------------------------------------------------------------------------
 Net asset value, end of period                 $35.13            $39.98
                                                ================================

--------------------------------------------------------------------------------
 Total Return, at Net Asset Value(2)            (12.13)%          (20.25)%

--------------------------------------------------------------------------------
 Ratios/Supplemental Data

 Net assets, end of period (in thousands)      $51,077            $5,971
--------------------------------------------------------------------------------
 Average net assets (in thousands)             $33,737            $1,717
--------------------------------------------------------------------------------
 Ratios to average net assets:(3)
 Net investment income                            0.14%             0.13%
 Expenses                                         1.45%             1.41%
--------------------------------------------------------------------------------
 Portfolio turnover rate                            27%               36%


1. For the period from March 1, 2001 (inception of offering) to September
30, 2001.
2. Assumes an investment on the business day before the first day of the fiscal
period (or inception of offering), with all dividends and distributions
reinvested in additional shares on the reinvestment date, and redemption at the
net asset value calculated on the last business day of the fiscal period. Sales
charges are not reflected in the total returns. Total returns are not annualized
for periods of less than one full year.
3. Annualized for periods of less than one full year.

See accompanying Notes to Financial Statements.


                          24 | OPPENHEIMER GLOBAL FUND


 Class Y   Year Ended September 30,                        2002
2001               2000              1999(1)
------------------------------------------------------------------------------------------------------------------------------------
 Per Share Operating Data



 Net asset value, beginning of period                   $ 40.11            $
67.53            $ 49.54           $ 42.38
------------------------------------------------------------------------------------------------------------------------------------
 Income (loss) from investment operations:
 Net investment income                                      .12
.22                .64               .63
 Net realized and unrealized gain (loss)                  (4.85)
(15.68)             22.03             10.00

----------------------------------------------------------------------------
 Total from investment operations                         (4.73)
(15.46)             22.67             10.63
------------------------------------------------------------------------------------------------------------------------------------
 Dividends and/or distributions to shareholders:
 Dividends from net investment income                        --
--               (.50)             (.48)
 Dividends in excess of net investment income                --
--               (.06)               --
 Distributions from net realized gain                        --
(11.96)             (4.12)            (2.99)

----------------------------------------------------------------------------
 Total dividends and/or
 distributions to shareholders                               --
(11.96)             (4.68)            (3.47)
------------------------------------------------------------------------------------------------------------------------------------
 Net asset value, end of period                         $ 35.38
$40.11             $67.53            $49.54

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

------------------------------------------------------------------------------------------------------------------------------------
 Total Return, at Net Asset Value(2)                     (11.79)%
(27.04)%            47.63%            27.11%

------------------------------------------------------------------------------------------------------------------------------------
 Ratios/Supplemental Data

 Net assets, end of period (in thousands)              $164,363
$165,281           $203,252           $36,593
------------------------------------------------------------------------------------------------------------------------------------
 Average net assets (in thousands)                     $191,788
$194,016           $136,515           $16,838
------------------------------------------------------------------------------------------------------------------------------------
 Ratios to average net assets:(3)
 Net investment income                                     0.37%
0.54%              0.90%             1.07%
 Expenses                                                  1.15%
1.06%              0.82%             0.78%
 Expenses, net of reduction to custodian expenses
 and/or voluntary waiver of transfer agent fees            1.05%
1.00%              0.82%             0.78%
------------------------------------------------------------------------------------------------------------------------------------
 Portfolio turnover rate                                     27%
36%                62%               68%


1. For the period from November 17, 1998 (inception of offering) to September
30, 1999.
2. Assumes an investment on the business day before the first day of the fiscal
period (or inception of offering), with all dividends and distributions
reinvested in additional shares on the reinvestment date, and redemption at the
net asset value calculated on the last business day of the fiscal period. Sales
charges are not reflected in the total returns. Total returns are not annualized
for periods of less than one full year.
3. Annualized for periods of less than one full year.

See accompanying Notes to Financial Statements.

                          25 | OPPENHEIMER GLOBAL FUND


NOTES TO FINANCIAL STATEMENTS

--------------------------------------------------------------------------------
 1. Significant Accounting Policies
 Oppenheimer Global Fund (the Fund) is registered under the Investment Company
 Act of 1940, as amended, as an open-end management investment company. The
 Fund's investment objective is to seek capital appreciation. The Fund's
 investment advisor is OppenheimerFunds, Inc. (the Manager).
    The Fund offers Class A, Class B, Class C, Class N and Class Y shares. Class
 A shares are sold at their offering price, which is normally net asset value
 plus a front-end sales charge. Class B, Class C and Class N shares are sold
 without a front-end sales charge but may be subject to a contingent deferred
 sales charge (CDSC). Class N shares are sold only through retirement plans.
 Retirement plans that offer Class N shares may impose charges on those
 accounts. Class Y shares are sold to certain institutional investors without
 either a front-end sales charge or a CDSC. All classes of shares have identical
 rights and voting privileges. Earnings, net assets and net asset value per
 share may differ by minor amounts due to each class having its own expenses
 directly attributable to that class. Classes A, B, C and N have separate
 distribution and/or service plans. No such plan has been adopted for Class Y
 shares. Class B shares will automatically convert to Class A shares six years
 after the date of purchase. The Fund assesses a 2% fee on the proceeds of fund
 shares that are redeemed (either by selling or exchanging to another
 Oppenheimer fund) within 30 days of their purchase. The fee, which is retained
 by the Fund, is accounted for as an addition to paid in capital.
    The following is a summary of significant accounting policies consistently
 followed by the Fund.

--------------------------------------------------------------------------------
 Securities Valuation. Securities listed or traded on National Stock Exchanges
 or other domestic or foreign exchanges are valued based on the last sale price
 of the security traded on that exchange prior to the time when the Fund's
 assets are valued. In the absence of a sale, the security is valued at the last
 sale price on the prior trading day, if it is within the spread of the closing
 bid and asked prices, and if not, at the closing bid price. Securities
 (including restricted securities) for which quotations are not readily
 available are valued primarily using dealer-supplied valuations, a portfolio
 pricing service authorized by the Board of Trustees, or at their fair value.
 Fair value is determined in good faith under consistently applied procedures
 under the supervision of the Board of Trustees. Short-term "money market type"
 debt securities with remaining maturities of sixty days or less are valued at
 amortized cost (which approximates market value).

--------------------------------------------------------------------------------
 Security Credit Risk. The Fund invests in high-yield securities, which may be
 subject to a greater degree of credit risk, greater market fluctuations and
 risk of loss of income and principal, and may be more sensitive to economic
 conditions than lower-yielding, higher-rated fixed-income securities. The Fund
 may acquire securities in default, and is not obligated to dispose of
 securities whose issuers subsequently default. As of September 30, 2002,
 securities with an aggregate market value of $1,683,500, representing 0.03% of
 the Fund's net assets, were in default.


                           26 | OPPENHEIMER GLOBAL FUND


--------------------------------------------------------------------------------
 Foreign Currency Translation. The accounting records of the Fund are
 maintained in U.S. dollars. Prices of securities denominated in foreign
 currencies are translated into U.S. dollars at the closing rates of exchange.
 Amounts related to the purchase and sale of foreign securities and investment
 income are translated at the rates of exchange prevailing on the respective
 dates of such transactions.
    The effect of changes in foreign currency exchange rates on investments is
 separately identified from the fluctuations arising from changes in market
 values of securities held and reported with all other foreign currency gains
 and losses in the Fund's Statement of Operations.

--------------------------------------------------------------------------------
 Joint Repurchase Agreements. The Fund, along with other affiliated funds of the
 Manager, may transfer uninvested cash balances into one or more joint
 repurchase agreement accounts. These balances are invested in one or more
 repurchase agreements, secured by U.S. government securities. Securities
 pledged as collateral for repurchase agreements are held by a custodian bank
 until the agreements mature. Each agreement requires that the market value of
 the collateral be sufficient to cover payments of interest and principal;
 however, in the event of default by the other party to the agreement, retention
 of the collateral may be subject to legal proceedings.
--------------------------------------------------------------------------------
 Allocation of Income, Expenses, Gains and Losses. Income, expenses (other than
 those attributable to a specific class), gains and losses are allocated daily
 to each class of shares based upon the relative proportion of net assets
 represented by such class. Operating expenses directly attributable to a
 specific class are charged against the operations of that class.
--------------------------------------------------------------------------------
 Federal Taxes. The Fund intends to continue to comply with provisions of the
 Internal Revenue Code applicable to regulated investment companies and to
 distribute all of its taxable income, including any net realized gain on
 investments not offset by capital loss carryforwards, if any, to shareholders.
 Therefore, no federal income or excise tax provision is required.

 As of September 30, 2002, the Fund had available for federal income tax
 purposes unused capital loss carryforwards as follows:
                              Expiring
                              -----------------------
                              2004       $    353,985
                              2010        156,747,145
                                         ------------
                              Total      $157,101,130(1)
                                         ============
 1. Includes $353,985 from capital loss carryforward acquired in the June 19,
 1997 merger with Oppenheimer Global Emerging Growth Fund which is no longer
 subject to limitation under IRS sections 382 or 384.

 As of September 30, 2002, the Fund had approximately $466,896,000 of
 post-October losses available to offset future capital gains, if any. Such
 losses, if unutilized, will expire in 2011. Additionally, the Fund had
 approximately $1,129,000 of post-October foreign currency losses which were
 deferred.


                          27 | OPPENHEIMER GLOBAL FUND


NOTES TO FINANCIAL STATEMENTS  CONTINUED



--------------------------------------------------------------------------------
 1. Significant Accounting Policies Continued
 Trustees' Compensation. The Fund has adopted an unfunded retirement plan for
 the Fund's independent trustees. Benefits are based on years of service and
 fees paid to each trustee during the years of service. During the year ended
 September 30, 2002, the Fund's projected benefit obligations were increased by
 $179,896 and payments of $19,493 were made to retired trustees, resulting in an
 accumulated liability of $1,227,651 as of September 30, 2002.
    The Board of Trustees has adopted a deferred compensation plan for
 independent trustees that enables trustees to elect to defer receipt of all or
 a portion of annual compensation they are entitled to receive from the Fund.
 Under the plan, the compensation deferred is periodically adjusted as though an
 equivalent amount had been invested for the Board of Trustees in shares of one
 or more Oppenheimer funds selected by the trustee. The amount paid to the Board
 of Trustees under the plan will be determined based upon the performance of the
 selected funds. Deferral of trustees' fees under the plan will not affect the
 net assets of the Fund, and will not materially affect the Fund's assets,
 liabilities or net investment income per share.

--------------------------------------------------------------------------------
 Dividends and Distributions to Shareholders. Dividends and distributions to
 shareholders, which are determined in accordance with income tax regulations,
 are recorded on the ex-dividend date.
--------------------------------------------------------------------------------
 Classification of Dividends and Distributions to Shareholders. Net investment
 income (loss) and net realized gain (loss) may differ for financial statement
 and tax purposes primarily because of the recognition of certain foreign
 currency gains (losses) as ordinary income (loss) for tax purposes. The
 character of dividends and distributions made during the fiscal year from net
 investment income or net realized gains may differ from their ultimate
 characterization for federal income tax purposes. Also, due to timing of
 dividends and distributions, the fiscal year in which amounts are distributed
 may differ from the fiscal year in which the income or net realized gain was
 recorded by the Fund.
    The Fund adjusts the classification of distributions to shareholders to
 reflect the differences between financial statement amounts and distributions
 determined in accordance with income tax regulations. Accordingly, during the
 year ended September 30, 2002, amounts have been reclassified to reflect a
 decrease in paid-in capital of $6,362,473, a decrease in overdistributed net
 investment income of $1,421,938, and a decrease in accumulated net realized
 loss on investments of $4,940,535. Net assets of the Fund were unaffected by
 the reclassifications.

                          28 | OPPENHEIMER GLOBAL FUND


 The tax character of distributions paid during the years ended September 30,
 2002 and September 30, 2001 was as follows:
                                           Year Ended               Year Ended
                                   September 30, 2002       September 30, 2001
                                   -------------------------------------------
                 Distributions paid from:
                 Ordinary income                 $ --           $  255,296,596
                 Long-term capital gain            --            1,337,787,785
                 Return of capital                 --                       --
                                                 ------------------------------
                 Total                           $ --           $1,593,084,381
                                                 ==============================

 As of September 30, 2002, the components of distributable earnings on a tax
 basis were as follows:
                 Accumulated net investment loss   $   (11,620,526)
                 Accumulated net realized loss        (629,096,228)
                 Net unrealized depreciation          (969,402,367)
                                                   ---------------
                 Total                             $(1,610,119,121)
                                                   ===============

--------------------------------------------------------------------------------
 Investment Income. Dividend income is recorded on the ex-dividend date or upon
 ex-dividend notification in the case of certain foreign dividends where the
 ex-dividend date may have passed. Non-cash dividends included in dividend
 income, if any, are recorded at the fair market value of the securities
 received. Interest income, which includes accretion of discount and
 amortization of premium, is accrued as earned.
--------------------------------------------------------------------------------
 Security Transactions. Security transactions are recorded on the trade date.
 Realized gains and losses on securities sold are determined on the basis of
 identified cost.
--------------------------------------------------------------------------------
 Other. The preparation of financial statements in conformity with accounting
 principles generally accepted in the United States of America requires
 management to make estimates and assumptions that affect the reported amounts
 of assets and liabilities and disclosure of contingent assets and liabilities
 at the date of the financial statements and the reported amounts of income and
 expenses during the reporting period. Actual results could differ from those
 estimates.

                          29 | OPPENHEIMER GLOBAL FUND


NOTES TO financial statements  Continued



--------------------------------------------------------------------------------
 2. Shares of Beneficial Interest
 The Fund has authorized an unlimited number of no par value shares of
 beneficial interest of each class. Transactions in shares of beneficial
 interest were as follows:




                            Year Ended September 30, 2002    Year Ended September 30,
2001(1)
                                Shares             Amount           Shares
Amount
---------------------------------------------------------------------------------------------
 Class A


 Sold                       35,174,289    $ 1,541,931,335       47,128,811    $
2,381,817,622
 Dividends and/or
 distributions reinvested           --                 --       20,052,922
1,048,767,808
 Redeemed                  (27,633,673)    (1,184,556,646)     (37,646,130)
(1,865,937,005)

-------------------------------------------------------------------
 Net increase                7,540,616    $   357,374,689       29,535,603    $
1,564,648,425

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

---------------------------------------------------------------------------------------------
 Class B
  Sold                       7,994,046    $   333,395,941       10,085,318    $
490,716,770
 Dividends and/or
 distributions reinvested           --                 --        6,522,425
326,903,986
 Redeemed                  (10,753,879)      (440,125,321)     (10,096,988)
(486,625,903)

-------------------------------------------------------------------
 Net increase (decrease)    (2,759,833)   $  (106,729,380)       6,510,755    $
330,994,853

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

---------------------------------------------------------------------------------------------
 Class C
 Sold                        5,659,350    $   239,411,312        7,495,513    $
368,696,789
 Dividends and/or
 distributions reinvested           --                 --        1,334,263
67,921,429
 Redeemed                   (2,755,399)      (112,534,975)      (4,134,940)
(198,514,738)

-------------------------------------------------------------------
 Net increase                2,903,951    $   126,876,337        4,694,836    $
238,103,480

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

---------------------------------------------------------------------------------------------
 Class N
 Sold                        1,554,356    $    66,740,283          154,405    $
6,997,793
 Dividends and/or
 distributions reinvested           --                 --
--                 --
 Redeemed                     (249,598)       (10,307,918)          (5,068)
(210,303)

-------------------------------------------------------------------
 Net increase                1,304,758    $    56,432,365          149,337    $
6,787,490

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

---------------------------------------------------------------------------------------------
 Class Y
 Sold                        2,457,976    $   109,088,807        2,548,784    $
128,496,279
 Dividends and/or
 distributions reinvested           --                 --          692,969
36,263,077
 Redeemed                   (1,933,304)       (84,359,554)      (2,130,929)
(106,082,163)

-------------------------------------------------------------------
 Net increase                  524,672    $    24,729,253        1,110,824    $
58,677,193

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


 1. For the year ended September 30, 2001, for Class A, B, C and Y shares and
 for the period from March 1, 2001 (inception of offering) to September 30,
 2001, for Class N shares.




                          30 | OPPENHEIMER GLOBAL FUND



--------------------------------------------------------------------------------
 3. Purchases and Sales of Securities
 The aggregate cost of purchases and proceeds from sales of securities, other
 than short-term obligations, for the year ended September 30, 2002, were
 $2,684,032,117 and $1,979,901,658, respectively.

 As of September 30, 2002, unrealized appreciation (depreciation) based on cost
 of securities for federal income tax purposes of $7,351,975,171 was composed
 of:
            Gross unrealized appreciation      $   676,307,815
            Gross unrealized depreciation       (1,659,444,085)
                                               ---------------
            Net unrealized depreciation        $  (983,136,270)
                                               ===============

 The difference between book-basis and tax-basis unrealized appreciation and
 depreciation, if applicable, is attributable primarily to the tax deferral of
 losses on wash sales, or return of capital dividends, and the realization for
 tax purposes of unrealized gain (loss) on certain futures contracts,
 investments in passive foreign investment companies, and forward foreign
 currency exchange contracts.


--------------------------------------------------------------------------------
 4. Fees and Other Transactions with Affiliates
 Management Fees. Management fees paid to the Manager were in accordance with
 the investment advisory agreement with the Fund which provides for a fee of
 0.80% of the first $250 million of average annual net assets of the Fund, 0.77%
 of the next $250 million, 0.75% of the next $500 million, 0.69% of the next $1
 billion, 0.67% on the next $1.5 billion, 0.65% on the next $2.5 billion, 0.63%
 of the next $4 billion and 0.61% of average annual net asset in excess of $10
 billion.

--------------------------------------------------------------------------------
 Transfer Agent Fees. OppenheimerFunds Services (OFS), a division of the
 Manager, acts as the transfer and shareholder servicing agent for the Fund.
 The Fund pays OFS a $19.75 per account fee.
    Additionally, Class Y shares are subject to minimum fees of $5,000 for
 assets of less than $10 million and $10,000 for assets of $10 million or more.
 The Class Y shares are subject to the minimum fees in the event that the per
 account fee does not equal or exceed the applicable minimum fees. OFS may
 voluntarily waive the minimum fees.
    OFS has voluntarily agreed to limit transfer and shareholder servicing agent
 fees up to an annual rate of 0.25% of average net assets of Class Y shares and
 for all other classes, up to an annual rate of 0.35% of average net assets of
 each class. This undertaking may be amended or withdrawn at any time.

--------------------------------------------------------------------------------
 Distribution and Service Plan (12b-1) Fees. Under its General Distributor's
 Agreement with the Manager, OppenheimerFunds Distributor, Inc. (the
 Distributor) acts as the Fund's principal underwriter in the continuous public
 offering of the different classes of shares of the Fund.

                          31 | OPPENHEIMER GLOBAL FUND


NOTES TO FINANCIAL STATEMENTS  CONTINUED



--------------------------------------------------------------------------------
 4. Fees and Other Transactions with Affiliates Continued
The compensation paid to (or retained by) the Distributor from the sale of
shares or on the redemption of shares is shown in the table below for the period
indicated.



                     Aggregate        Class A     Concessions     Concessions
Concessions     Concessions
                     Front-End      Front-End      on Class A      on Class B      on
Class C      on Class N
                 Sales Charges  Sales Charges          Shares          Shares
Shares          Shares
                    on Class A    Retained by     Advanced by     Advanced by
Advanced by     Advanced by
 Year Ended             Shares    Distributor   Distributor(1)  Distributor(1)
Distributor(1)  Distributor(1)
---------------------------------------------------------------------------------------------------------------


 September 30, 2002 $7,810,251     $1,949,291      $1,391,769      $10,805,138
$2,115,956        $540,167


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.


                       Class A        Class B          Class C         Class N
                    Contingent     Contingent       Contingent      Contingent
                      Deferred       Deferred         Deferred        Deferred
                 Sales Charges  Sales Charges    Sales Charges   Sales Charges
                   Retained by    Retained by      Retained by     Retained by
 Year Ended        Distributor    Distributor      Distributor     Distributor
--------------------------------------------------------------------------------
 September 30, 2002   $106,424     $2,976,794         $136,833         $66,005

--------------------------------------------------------------------------------
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. For the year ended September 30, 2002, payments
under the Class A Plan totaled $13,002,543, all of which were paid by the
Distributor to recipients, and included $628,648 paid to an affiliate of the
Manager. Any unreimbursed expenses the Distributor incurs with respect to Class
A shares in any fiscal year cannot be recovered in subsequent years.
--------------------------------------------------------------------------------
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. Under the plans, the Fund pays the Distributor an annual asset-based
sales charge of 0.75% per year on Class B shares and on Class C shares and the
Fund pays the Distributor an annual asset-based sales charge of 0.25% per year
on Class N shares. The Distributor also receives a service fee of 0.25% per year
under each plan.

Distribution fees paid to the Distributor for the year ended September 30, 2002,
were as follows:





Distributor's
                                                           Distributor's
Aggregate
                                                               Aggregate
Unreimbursed
                                                            Unreimbursed         Expenses
as %
                Total Payments     Amount Retained              Expenses         of Net
Assets
                    Under Plan      by Distributor            Under Plan              of
Class
----------------------------------------------------------------------------------------------


 Class B Plan      $14,571,656         $11,670,626           $25,717,275
2.30%
 Class C Plan        5,210,426           1,925,951             7,740,824
1.67
 Class N Plan          168,064             165,199               838,825
1.64


                          32 | OPPENHEIMER GLOBAL FUND


--------------------------------------------------------------------------------
5. Foreign Currency Contracts
A foreign currency contract is a commitment to purchase or sell a foreign
currency at a future date, at a negotiated rate. The Fund may enter into foreign
currency contracts for operational purposes and to seek to protect against
adverse exchange rate fluctuations. Risks to the Fund include the potential
inability of the counterparty to meet the terms of the contract.
     The net U.S. dollar value of foreign currency underlying all contractual
commitments held by the Fund and the resulting unrealized appreciation or
depreciation are determined using foreign currency exchange rates as provided by
a reliable bank, dealer or pricing service. Unrealized appreciation and
depreciation on foreign currency contracts are reported in the Statement of
Assets and Liabilities as a receivable or payable and in the Statement of
Operations with the change in unrealized appreciation or depreciation.
     The Fund may realize a gain or loss upon the closing or settlement of the
foreign currency transactions. Such realized gains and losses are reported with
all other foreign currency gains and losses in the Statement of Operations.

As of September 30, 2002, the Fund had outstanding foreign currency
contracts as follows:



                                         Contract
                           Expiration      Amount      Valuation as of        Unrealized
 Contract Description            Date      (000s)   September 30, 2002      Appreciation
----------------------------------------------------------------------------------------

 Contracts to Purchase
 Norwegian Krone (NOK)        10/1/02       3,609NOK          $487,002            $5,085




--------------------------------------------------------------------------------
6. Illiquid or Restricted Securities
As of September 30, 2002, investments in securities included issues that are
illiquid or restricted. Restricted securities are often purchased in private
placement transactions, are not registered under the Securities Act of 1933, may
have contractual restrictions on resale, and are valued under methods approved
by the Board of Trustees as reflecting fair value. A security may also be
considered illiquid if it lacks a readily available market or if its valuation
has not changed for a certain period of time. The Fund intends to invest no more
than 10% of its net assets (determined at the time of purchase and reviewed
periodically) in illiquid or restricted securities. Certain restricted
securities, eligible for resale to qualified institutional investors, are not
subject to that limitation. The aggregate value of illiquid or restricted
securities subject to this limitation as of September 30, 2002 was $3,583,104,
which represents 0.06% of the Fund's net assets, all of which is considered
restricted. Information concerning restricted securities is as follows:





                                            Acquisition
Valuation as of        Unrealized
 Security                                         Dates             Cost      September
30, 2002      Depreciation
------------------------------------------------------------------------------------------------------------------


 Stocks and/or Warrants
 Swiss Medical SA                        5/16/94-7/10/02     $30,390,000
$3,583,104       $26,806,896



                                       33 | OPPENHEIMER GLOBAL FUND



NOTES TO FINANCIAL STATEMENTS  Continued



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


 7. Bank Borrowings

 The Fund may borrow from a bank for temporary or emergency purposes including,
 without limitation, funding of shareholder redemptions provided asset coverage
 for borrowings exceeds 300%. The Fund has entered into an agreement which
 enables it to participate with other Oppenheimer funds in an unsecured line of
 credit with a bank, which permits borrowings up to $400 million, collectively.
 Interest is charged to each fund, based on its borrowings, at a rate equal to
 the Federal Funds Rate plus 0.45%. Borrowings are payable within 30 days after
 such loan is executed. The Fund also pays a commitment fee equal to its pro
 rata share of the average unutilized amount of the credit facility at a rate of
 0.08% per annum.

    The Fund had no borrowings outstanding during the year ended or at September
 30, 2002.





                                          A-1
                                       Appendix A

----------------------------------------------------------------------------------------
                                              Industry Classifications
----------------------------------------------------------------------------------------


Aerospace & Defense                                Household Durables
Air Freight & Couriers                             Household Products
Airlines                                           Industrial Conglomerates
Auto Components                                    Insurance
Automobiles                                        Internet & Catalog Retail
Banks                                              Internet Software & Services
Beverages                                          Information Technology Consulting & Services
Biotechnology                                      Leisure Equipment & Products
Building Products                                  Machinery
Chemicals                                          Marine
Commercial Services & Supplies                     Media
Communications Equipment                           Metals & Mining
Computers & Peripherals                            Multiline Retail
Construction & Engineering                         Multi-Utilities
Construction Materials                             Office Electronics
Containers & Packaging                             Oil & Gas
Distributors                                       Paper & Forest Products
Diversified Financials                             Personal Products
Diversified Telecommunication Services             Pharmaceuticals
Electric Utilities                                 Real Estate
Electrical Equipment                               Road & Rail
Electronic Equipment & Instruments                 Semiconductor Equipment & Products
Energy Equipment & Services                        Software
Food & Drug Retailing                              Specialty Retail
Food Products                                      Textiles & Apparel
Gas Utilities                                      Tobacco
Health Care Equipment & Supplies                   Trading Companies & Distributors
Health Care Providers & Services                   Transportation Infrastructure
Hotels Restaurants & Leisure                       Water Utilities
                                                   Wireless Telecommunication Services




                                          B-13
                                       Appendix B
             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.

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

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

         There is no initial  sales  charge on purchases of Class A shares of any of the
Oppenheimer  funds in the cases listed below.  However,  these  purchases may be subject
to the Class A  contingent  deferred  sales  charge  if  redeemed  within 18 months  (24
months in the case of  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  through  a  broker-dealer  that has  entered  into a special
              agreement  with  the  Distributor  to  allow  the  broker's  customers  to
              purchase  and pay for shares of  Oppenheimer  funds using the  proceeds of
              shares  redeemed  in the prior 30 days from a mutual  fund  (other  than a
              fund  managed  by the  Manager  or any of its  subsidiaries)  on  which an
              initial sales charge or contingent  deferred  sales charge was paid.  This
              waiver  also  applies  to  shares  purchased  by  exchange  of  shares  of
              Oppenheimer  Money Market Fund,  Inc. that were  purchased and paid for in
              this  manner.  This waiver must be requested  when the  purchase  order is
              placed for shares of the Fund, and the  Distributor  may require  evidence
              of qualification for this waiver.
|_|      Shares  purchased  with  the  proceeds  of  maturing  principal  units  of  any
              Qualified Unit Investment Liquid Trust Series.
|_|      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  requested  in  writing  by a  Retirement  Plan  sponsor of Class C
              shares of an  Oppenheimer  fund in  amounts of  $500,000  or more and made
              more than 12 months after the Retirement  Plan's first purchase of Class C
              shares,  if the redemption  proceeds are invested in 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 Value Fund           Oppenheimer   Quest   Global  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 and Statement of Additional  Information.  Individuals who
qualify  under  this   arrangement   for  reduced  sales  charge  rates  as  members  of
Associations  also may purchase  shares for their  individual  or custodial  accounts at
these reduced sales charge rates, upon request to the Distributor.

|X|      Waiver  of  Class A Sales  Charges  for  Certain  Shareholders.  Class A shares
              purchased  by the  following  investors  are not  subject  to any  Class A
              initial or contingent deferred sales charges:
(10)     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.
(11)     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:
(12)     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
(13)     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:
(14)     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);
(15)     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
(16)     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  Municipal Bond Fund,  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. Mr.  Motley was  elected as Trustee to the Board I Funds  effective  October 10,
   2002.
2.  In accordance with Rule 12b-1 of the Investment Company Act, the term "Independent
Trustees" in this Statement of Additional Information refers to those Trustees who are
not "interested persons" of the Fund and who do not have any direct or indirect
financial interest in the operation of the distribution plan or any agreement under
the plan.
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 does not apply to 403(b)(7) custodial plans if the participant is
less than age 55, nor to IRAs.
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 Global Fund
----------------------------------------------------------------------------------------

Internet Website:
         www.oppenheimerfunds.com
         ------------------------

Investment Advisor
         OppenheimerFunds, Inc.
         498 Seventh Avenue
         New York, New York 10018

Distributor
         OppenheimerFunds Distributor, Inc.
         498 Seventh Avenue
         New York, New York 10018

Transfer Agent
         OppenheimerFunds Services
         P.O. Box 5270
         Denver, Colorado 80217
         1.800.CALL.OPP (1.800,.225.5677)

Custodian Bank
         JP Morgan Chase Bank
         4 Chase Metro Tech Center
         Brooklyn, New York 11245

Independent Auditors
         KPMG LLP
         707 Seventeenth Street
         Denver, Colorado 80202

Legal Counsel
          Mayer, Brown, Rowe & Maw
          1675 Broadway
          New York, NY 10019-5820

         (OppenheimerFunds, Inc. logo)


STATEMENT OF INVESTMENTS  March 31, 2003 / Unaudited
                                                           Market Value
                                            Shares           See Note 1
-----------------------------------------------------------------------
 Common Stocks--99.1%
-----------------------------------------------------------------------
 Consumer Discretionary--16.3%
-----------------------------------------------------------------------
 Automobiles--2.3%
 Porsche AG,
 Preferred                                 312,388   $       87,401,065
-----------------------------------------------------------------------
 Volkswagen AG 1                         1,546,385           49,272,528
                                                     ------------------
                                                            136,673,593

-----------------------------------------------------------------------
 Hotels, Restaurants & Leisure--0.9%
 International Game
 Technology 1                              636,800           52,153,920
-----------------------------------------------------------------------
 Household Durables--2.7%
 Koninklijke (Royal)
 Philips Electronics
 NV                                      1,317,200           20,683,159
-----------------------------------------------------------------------
 Nintendo Co. Ltd.                         343,987           27,848,501
-----------------------------------------------------------------------
 Sharp Corp.                             6,916,000           68,238,489
-----------------------------------------------------------------------
 Sony Corp.                              1,199,000           42,467,532
                                                     ------------------
                                                            159,237,681

-----------------------------------------------------------------------
 Media--8.2%
 Grupo Televisa SA,
 Sponsored GDR 1                         1,687,590           42,442,889
-----------------------------------------------------------------------
 JC Decaux SA 1                          2,030,482           19,276,259
-----------------------------------------------------------------------
 Pearson plc                             5,759,612           43,744,388
-----------------------------------------------------------------------
 Reed Elsevier plc 1                     8,232,599           58,818,117
-----------------------------------------------------------------------
 Singapore Press
 Holdings Ltd.                           7,282,785           73,440,542
-----------------------------------------------------------------------
 Sirius Satellite
 Radio, Inc. 1,2                         3,502,500            2,556,825
-----------------------------------------------------------------------
 Sirius Satellite
 Radio, Inc. 1,2,3                      99,350,110           65,273,022
-----------------------------------------------------------------------
 Television
 Broadcasts Ltd. 1                      19,376,486           59,375,727
-----------------------------------------------------------------------
 Wolters Kluwer
 NV 1                                    8,697,863           97,758,414
-----------------------------------------------------------------------
 Zee Telefilms Ltd.                     19,807,207           26,084,080
                                                     ------------------
                                                            488,770,263

 Specialty Retail--2.2%
 Circuit City Stores,
 Inc./Circuit City
 Group                                   8,550,415           44,462,158
-----------------------------------------------------------------------
 Gap, Inc. (The)                         2,813,100           40,761,819
-----------------------------------------------------------------------
 New Dixons Group
 plc                                    12,750,954           17,232,350


-----------------------------------------------------------------------
 Specialty Retail Continued
 RadioShack Corp.                        1,319,000   $       29,400,510
                                                     ------------------
                                                            131,856,837

-----------------------------------------------------------------------
 Consumer Staples--9.8%
-----------------------------------------------------------------------
 Beverages--2.8%
 Companhia de
 Bebidas das
 Americas, ADR                           2,294,900           38,095,340
-----------------------------------------------------------------------
 Diageo plc                              5,921,430           60,744,507
-----------------------------------------------------------------------
 Fomento Economico
 Mexicano SA de
 CV, UBD 1                              11,742,100           38,999,111
-----------------------------------------------------------------------
 Grupo Modelo SA
 de CV, Series C 1                      15,788,200           31,915,272
                                                     ------------------
                                                            169,754,230

-----------------------------------------------------------------------
 Food & Drug Retailing--0.8%
 Boots Group plc                         4,169,128           34,959,590
-----------------------------------------------------------------------
 Seven-Eleven
 Japan Co. Ltd.                            492,000           12,986,676
                                                     ------------------
                                                             47,946,266

-----------------------------------------------------------------------
 Food Products--1.3%
 Cadbury
 Schweppes plc 1                        14,562,021           77,108,487
-----------------------------------------------------------------------
 Household Products--3.1%
 Hindustan
 Lever Ltd. 1                           17,684,700           55,129,611
-----------------------------------------------------------------------
 Reckitt
 Benckiser plc                           7,758,126          127,166,086
                                                     ------------------
                                                            182,295,697

-----------------------------------------------------------------------
 Personal Products--1.8%
 Shiseido Co. Ltd.                       2,966,000           29,064,699
-----------------------------------------------------------------------
 Wella AG,
 Preference,
 Non-Vtg. 1                              1,106,662           78,348,412
                                                     ------------------
                                                            107,413,111

-----------------------------------------------------------------------
 Energy--6.4%
-----------------------------------------------------------------------
 Oil & Gas--6.4%
 BP plc, ADR                             1,972,456           76,117,077
-----------------------------------------------------------------------
 Burlington
 Resources, Inc.                           100,000            4,771,000
-----------------------------------------------------------------------
 ChevronTexaco
 Corp.                                     957,517           61,903,474







8  |  OPPENHEIMER GLOBAL FUND



                                                           Market Value
                                            Shares           See Note 1

-----------------------------------------------------------------------
 Oil & Gas Continued
 Encana Corp.                            1,450,656   $       47,091,216
-----------------------------------------------------------------------
 ENI SpA 1                               2,187,400           29,215,545
-----------------------------------------------------------------------
 Husky Energy, Inc.                      6,675,565           76,832,874
-----------------------------------------------------------------------
 Royal Dutch
 Petroleum Co.,
 NY Shares 1                             1,600,223           65,209,087
-----------------------------------------------------------------------
 TotalFinaElf SA,
 B Shares 1                                165,610           20,962,781
                                                     ------------------
                                                            382,103,054

-----------------------------------------------------------------------
 Financials--16.3%
-----------------------------------------------------------------------
 Banks--9.0%
 ABN Amro
 Holding NV 1                            5,806,068           84,896,791
-----------------------------------------------------------------------
 Australia & New
 Zealand Banking
 Group Ltd.                              6,247,629           67,693,679
-----------------------------------------------------------------------
 Bank One Corp.                          3,846,303          133,159,010
-----------------------------------------------------------------------
 Royal Bank of
 Scotland Group
 plc (The)                               3,748,762           84,438,100
-----------------------------------------------------------------------
 Societe Generale,
 Cl. A 1                                 1,642,139           84,792,807
-----------------------------------------------------------------------
 Wachovia Corp.                          2,449,738           83,462,574
                                                     ------------------
                                                            538,442,961

-----------------------------------------------------------------------
 Diversified Financials--4.6%
 American
 Express Co.                             2,179,900           72,438,077
-----------------------------------------------------------------------
 Citigroup, Inc.                           832,633           28,684,207
-----------------------------------------------------------------------
 Credit Saison
 Co. Ltd.                                2,696,000           46,494,518
-----------------------------------------------------------------------
 Fannie Mae                                975,340           63,738,469
-----------------------------------------------------------------------
 ICICI Bank Ltd.,
 Sponsored ADR 1                         6,931,250           43,666,875
-----------------------------------------------------------------------
 MBNA Corp.                              1,092,400           16,440,620
                                                     ------------------
                                                            271,462,766

-----------------------------------------------------------------------
 Insurance--2.7%
 ACE Ltd.                                2,016,571           58,379,731
-----------------------------------------------------------------------
 Berkshire Hathaway,
 Inc., Cl. B 1                              29,620           63,297,940
-----------------------------------------------------------------------
 Manulife Financial
 Corp.                                   1,529,239           36,542,881
                                                     ------------------
                                                            158,220,552



                                                           Market Value
                                            Shares           See Note 1
-----------------------------------------------------------------------
 Health Care--17.2%
-----------------------------------------------------------------------
 Biotechnology--4.1%
 Affymetrix, Inc. 1                      1,350,400   $       35,110,400
-----------------------------------------------------------------------
 Amgen, Inc. 1                           1,474,800           84,874,740
-----------------------------------------------------------------------
 Gilead
 Sciences, Inc. 1                        1,787,900           75,073,921
-----------------------------------------------------------------------
 IDEC
 Pharmaceuticals
 Corp. 1                                   773,400           26,619,655
-----------------------------------------------------------------------
 Oxford
 GlycoSciences plc 1                     1,410,276            4,241,743
-----------------------------------------------------------------------
 Qiagen NV 1,4                           3,416,458           19,758,607
                                                     ------------------
                                                            245,679,066

-----------------------------------------------------------------------
 Health Care Equipment & Supplies--2.1%
 Amersham plc                            3,695,160           24,005,502
-----------------------------------------------------------------------
 Applera Corp./
 Applied Biosystems
 Group                                   2,031,800           32,163,394
-----------------------------------------------------------------------
 Essilor
 International SA 1                        725,140           28,161,398
-----------------------------------------------------------------------
 Smith &
 Nephew plc                              5,491,360           33,591,283
-----------------------------------------------------------------------
 Swiss
 Medical SA 1,2,3                          960,000            4,495,392
                                                     ------------------
                                                            122,416,969

-----------------------------------------------------------------------
 Health Care Providers & Services--2.7%
 Fresenius AG,
 Preference 1,2                          1,732,127           77,928,699
-----------------------------------------------------------------------
 Oxford Health
 Plans, Inc. 1                             431,100           13,088,196
-----------------------------------------------------------------------
 Quest Diagnostics,
 Inc. 1                                  1,118,700           66,775,203
                                                     ------------------
                                                            157,792,098

-----------------------------------------------------------------------
 Pharmaceuticals--8.3%
 Aventis SA 1                            1,116,714           49,022,602
-----------------------------------------------------------------------
 Eisai Co. Ltd.                          1,790,000           32,983,218
-----------------------------------------------------------------------
 Johnson &
 Johnson                                 1,436,955           83,156,586
-----------------------------------------------------------------------
 Novartis AG                             1,998,495           74,012,856
-----------------------------------------------------------------------
 Pfizer, Inc.                            2,136,590           66,576,144
-----------------------------------------------------------------------
 Sanofi-Synthelabo
 SA 1                                    2,467,626          124,159,176
-----------------------------------------------------------------------
 Shionogi &
 Co. Ltd.                                1,995,000           27,019,481




9  |  OPPENHEIMER GLOBAL FUND


STATEMENT OF INVESTMENTS  Unaudited / Continued

                                                           Market Value
                                            Shares           See Note 1
-----------------------------------------------------------------------
 Pharmaceuticals Continued
 Takeda Chemical
 Industries Ltd.                           991,000   $       37,022,516
                                                     ------------------
                                                            493,952,579

-----------------------------------------------------------------------
 Industrials--5.6%
-----------------------------------------------------------------------
 Aerospace & Defense--3.6%
 Bombardier, Inc.,
 Cl. B                                   6,423,500           13,537,408
-----------------------------------------------------------------------
 Empresa Brasileira
 de Aeronautica SA
 (Embraer), ADR                          3,814,300           44,207,737
-----------------------------------------------------------------------
 Lockheed Martin
 Corp.                                     904,200           42,994,710
-----------------------------------------------------------------------
 Northrop Grumman
 Corp.                                     515,300           44,212,740
-----------------------------------------------------------------------
 Raytheon Co.                            2,376,400           67,418,468
                                                     ------------------
                                                            212,371,063

-----------------------------------------------------------------------
 Commercial Services & Supplies--1.8%
 Amadeus Global
 Travel Distribution
 SA 1                                    3,436,822           15,788,595
-----------------------------------------------------------------------
 Rentokil Initial plc 1                 21,077,713           57,887,397
-----------------------------------------------------------------------
 Societe BIC SA 1                          998,687           32,311,599
                                                     ------------------
                                                            105,987,591

-----------------------------------------------------------------------
 Industrial Conglomerates--0.2%
 Tyco International
 Ltd.                                    1,199,200           15,421,712
-----------------------------------------------------------------------
 Information Technology--19.7%
-----------------------------------------------------------------------
 Communications Equipment--6.6%
 JDS Uniphase
 Corp. 1                                24,567,400           70,017,090
-----------------------------------------------------------------------
 QUALCOMM, Inc.                          4,998,200          180,235,092
 Scientific-Atlanta,
 Inc.                                    3,879,000           53,297,460
 Telefonaktiebolaget
 LM Ericsson AB,
 B Shares 1                            144,384,100           90,251,237
                                                     ------------------
                                                            393,800,879

-----------------------------------------------------------------------
 Computers & Peripherals--0.5%
 International Business
 Machines Corp.                            270,781           21,237,354
-----------------------------------------------------------------------
 Toshiba Corp.                           3,236,500            8,542,962
                                                     ------------------
                                                             29,780,316

                                                           Market Value
                                            Shares           See Note 1
-----------------------------------------------------------------------
 Electronic Equipment & Instruments--0.8%
 Keyence Corp.                             133,540   $       20,653,766
-----------------------------------------------------------------------
 Tandberg ASA 1,2                       10,538,350           26,575,690
                                                     ------------------
                                                             47,229,456

-----------------------------------------------------------------------
 IT Consulting & Services--1.2%
 Infosys Technologies
 Ltd.                                      803,772           68,425,622
-----------------------------------------------------------------------
 Semiconductor Equipment & Products--1.7%
 Broadcom Corp.,
 Cl. A 1                                 1,872,300           23,122,905
-----------------------------------------------------------------------
 National
 Semiconductor
 Corp. 1                                 4,430,100           75,488,904
                                                     ------------------
                                                             98,611,809

-----------------------------------------------------------------------
 Software--8.9%
 Amdocs Ltd. 1                           2,924,700           38,840,016
-----------------------------------------------------------------------
 Cadence Design
 Systems, Inc. 1,2                      18,175,538          181,755,380
-----------------------------------------------------------------------
 Electronic Arts,
 Inc. 1                                  1,012,389           59,366,491
-----------------------------------------------------------------------
 Microsoft Corp.                         4,775,400          115,612,434
-----------------------------------------------------------------------
 Sybase, Inc. 1                          3,692,355           47,815,997
-----------------------------------------------------------------------
 Symantec Corp. 1                          265,800           10,414,044
-----------------------------------------------------------------------
 Synopsys, Inc. 1                        1,573,213           66,955,945
-----------------------------------------------------------------------
 Trend Micro, Inc. 1                       640,000            8,986,339
                                                     ------------------
                                                            529,746,646

-----------------------------------------------------------------------
 Materials--1.1%
-----------------------------------------------------------------------
 Chemicals--1.1%
 International
 Flavors &
 Fragrances, Inc.                        2,127,025           66,129,207
-----------------------------------------------------------------------
 Telecommunication Services--6.0%
-----------------------------------------------------------------------
 Diversified Telecommunication Services--0.8%
 Tele Norte Leste
 Participacoes SA
 (Telemar),
 Preference                          5,521,720,560           45,848,819
-----------------------------------------------------------------------
 Wireless Telecommunication Services--5.2%
 KDDI Corp.                                 48,730          143,831,169
-----------------------------------------------------------------------
 SK Telecom Co. Ltd.                       180,150           21,972,139
-----------------------------------------------------------------------
 SK Telecom Co.
 Ltd., ADR                               1,497,000           20,389,140


10  |  OPPENHEIMER GLOBAL FUND


                                                           Market Value
                                            Shares           See Note 1
-----------------------------------------------------------------------
 Wireless Telecommunication Services Continued
 Vodafone
 Group plc                              68,421,764   $      122,210,474
                                                     ------------------
                                                            308,402,922

-----------------------------------------------------------------------
 Utilities--0.7%
-----------------------------------------------------------------------
 Gas Utilities--0.7%
 Hong Kong & China
 Gas Co. Ltd.                           32,776,700           40,343,398
                                                     ------------------
 Total Common Stocks
 (Cost $6,811,320,664)                                    5,885,379,570

                                        Principal          Market Value
                                           Amount            See Note 1
-----------------------------------------------------------------------
 Joint Repurchase Agreements--0.2%
 Undivided interest of 37.34% in joint
 repurchase agreement (Market Value
 $37,724,000) with Zions Bank/Capital
 Markets Group, 1.30%, dated 3/31/03,
 to be repurchased at $14,085,509
 on 4/1/03, collateralized by U.S.
 Treasury Nts., 7%, 7/15/06, with a
 value of $38,515,168
 (Cost $14,085,000)                $   14,085,000   $        14,085,000

-----------------------------------------------------------------------
 Total Investments,
 at Value
 (Cost $6,825,405,664)                       99.3%        5,899,464,570
-----------------------------------------------------------------------
 Other Assets
 Net of Liabilities                           0.7            42,376,810
                                   ------------------------------------
 Net Assets                                 100.0%  $     5,941,841,380
                                   ====================================






Footnotes to Statement of Investments
1. Non-income producing security.
2. Affiliated company. Represents ownership of at least 5% of the voting
securities of the issuer, and is or was an affiliate, as defined in the
Investment Company Act of 1940, at or during the period ended March 31, 2003.
The aggregate fair value of securities of affiliated companies held by the Fund
as of March 31, 2003 amounts to $358,585,008. Transactions during the period in
which the issuer was an affiliate are as follows:



                                         Shares
Shares
                                  September 30,          Gross         Gross      March
31,       Unrealized          Realized
                                           2002      Additions    Reductions
2003     Depreciation              Loss
------------------------------------------------------------------------------------------------------------------------------


Stocks and/or Warrants
Cadence Design Systems, Inc.         18,175,538             --            --
18,175,538     $173,103,673      $         --
Fresenius AG, Preference              1,732,127             --            --
1,732,127       92,026,326                --
Sirius Satellite Radio, Inc.          3,502,500             --            --
3,502,500       51,885,467                --
Sirius Satellite Radio, Inc.                 --     99,350,110            --
99,350,110       25,812,678                --
Swiss Medical SA                        960,000             --            --
960,000       25,894,608                --
Tandberg ASA                            884,100      9,654,250            --
10,538,350       62,141,761                --
XM Satellite Radio
Holdings, Inc.*                       4,606,300             --     4,606,300
--               --        41,072,112

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

$430,864,513       $41,072,112

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


*No longer an affiliate as of March 31, 2003.

3. Identifies issues considered to be illiquid or restricted--See Note 6 of
Notes to Financial Statements.
4. A sufficient amount of securities has been designated to cover outstanding
foreign currency contracts. See Note 5 of Notes to Financial Statements.




11  |  OPPENHEIMER GLOBAL FUND



STATEMENT OF INVESTMENTS  Unaudited / Continued

Distribution of investments representing geographical holdings, as a percentage
of total investments at value, is as follows:

 Geographic Holdings                   Market Value          Percent
---------------------------------------------------------------------
 United States                       $2,440,362,813            41.4%
 Great Britain                          822,265,101            13.9
 Japan                                  506,139,866             8.6
 France                                 358,686,622             6.1
 Germany                                292,950,704             5.0
 The Netherlands                        288,306,058             4.9
 India                                  193,306,188             3.3
 Canada                                 174,004,379             2.8
 Brazil                                 128,151,896             2.2
 Mexico                                 113,357,272             1.9
 Hong Kong                               99,719,125             1.7
 Sweden                                  90,251,237             1.5
 Switzerland                             74,012,856             1.3
 Singapore                               73,440,542             1.2
 Australia                               67,693,679             1.1
 Bermuda                                 58,379,731             1.0
 Korea, Republic of South                42,361,279             0.7
 Italy                                   29,215,545             0.5
 Norway                                  26,575,690             0.5
 Spain                                   15,788,595             0.3
 Argentina                                4,495,392             0.1
                                     --------------------------------
 Total                               $5,899,464,570           100.0%
                                     --------------------------------


 See accompanying Notes to Financial Statements.


12  |  OPPENHEIMER GLOBAL FUND



STATEMENT OF ASSETS AND LIABILITIES  Unaudited

 March 31, 2003

--------------------------------------------------------------------------------
 Assets

 Investments, at value--see accompanying statement:
 Unaffiliated companies (cost $6,035,956,143)                 $  5,540,879,562
 Affiliated companies (cost $789,449,521)                          358,585,008
                                                              ------------------
                                                                 5,899,464,570
--------------------------------------------------------------------------------
 Cash                                                                3,338,344
--------------------------------------------------------------------------------
 Unrealized appreciation on foreign currency contracts                  45,907
--------------------------------------------------------------------------------
 Receivables and other assets:
 Investments sold                                                   73,746,972
 Interest and dividends                                             15,172,712
 Shares of beneficial interest sold                                 12,211,540
 Other                                                                  66,821
                                                              ------------------
 Total assets                                                    6,004,046,866

--------------------------------------------------------------------------------
 Liabilities

 Unrealized depreciation on foreign currency contracts              13,129,886
--------------------------------------------------------------------------------
 Payables and other liabilities:
 Investments purchased                                              30,895,629
 Shares of beneficial interest redeemed                             10,053,068
 Distribution and service plan fees                                  3,573,719
 Transfer and shareholder servicing agent fees                       1,646,790
 Shareholder reports                                                 1,178,487
 Trustees' compensation                                              1,117,040
 Other                                                                 610,867
                                                              ------------------
 Total liabilities                                                  62,205,486


--------------------------------------------------------------------------------
 Net Assets                                                     $5,941,841,380
                                                              ==================


--------------------------------------------------------------------------------
 Composition of Net Assets

 Paid-in capital                                              $  7,900,864,746
--------------------------------------------------------------------------------
 Accumulated net investment loss                                   (14,970,730)
--------------------------------------------------------------------------------
 Accumulated net realized loss on investments and
 foreign currency transactions                                  (1,005,384,480)
--------------------------------------------------------------------------------
 Net unrealized depreciation on investments and translation
 of assets and liabilities denominated in foreign currencies      (938,668,156)
                                                              ------------------
 Net Assets                                                     $5,941,841,380
                                                              ==================




13  |  OPPENHEIMER GLOBAL FUND



STATEMENT OF ASSETS AND LIABILITIES  Unaudited / Continued


--------------------------------------------------------------------------------
Net Asset Value Per Share

Class A Shares:
Net asset value and redemption price per share (based on net
assets of $4,268,436,292 and 127,880,010 shares of beneficial
interest outstanding)                                                     $33.38
Maximum offering price per share (net asset value plus sales
charge of 5.75% of offering price)                                        $35.42
--------------------------------------------------------------------------------
Class B Shares:
Net asset value, redemption price (excludes applicable contingent
deferred sales charge) and offering price per share (based on net
assets of $976,703,648 and 31,106,138
shares of beneficial interest outstanding)                                $31.40
--------------------------------------------------------------------------------
Class C Shares:
Net asset value, redemption price (excludes applicable contingent
deferred sales charge) and offering price per share (based on net
assets of $442,105,207 and 13,859,049 shares of beneficial interest
outstanding)                                                              $31.90
--------------------------------------------------------------------------------
Class N Shares:
Net asset value, redemption price (excludes
applicable contingent deferred sales charge) and offering price
per share (based on net assets of $69,441,384 and 2,089,210
shares of beneficial interest outstanding)                                $33.24
--------------------------------------------------------------------------------
Class Y Shares:
Net asset value, redemption price and offering
price per share (based on net assets of $185,154,849 and
5,520,776 shares of beneficial interest outstanding)                      $33.54



 See accompanying Notes to Financial Statements.


14  |  OPPENHEIMER GLOBAL FUND



STATEMENT OF OPERATIONS  Unaudited

 For the Six Months Ended March 31, 2003

------------------------------------------------------------------------------
 Investment Income

 Dividends (net of foreign withholding taxes of $3,851,211)   $  41,736,489
------------------------------------------------------------------------------
 Interest                                                         1,024,650
------------------------------------------------------------------------------
 Other income                                                       406,229
                                                              ----------------
 Total investment income                                         43,167,368

------------------------------------------------------------------------------
 Expenses

 Management fees                                                 21,696,807
------------------------------------------------------------------------------
 Distribution and service plan fees:
 Class A                                                          5,433,104
 Class B                                                          5,429,917
 Class C                                                          2,358,149
 Class N                                                            157,544
------------------------------------------------------------------------------
 Transfer and shareholder servicing agent fees:
 Class A                                                          6,404,714
 Class B                                                          1,989,922
 Class C                                                            728,815
 Class N                                                             48,177
 Class Y                                                            353,043
------------------------------------------------------------------------------
 Shareholder reports                                                960,193
------------------------------------------------------------------------------
 Custodian fees and expenses                                        811,451
------------------------------------------------------------------------------
 Other                                                              365,654
                                                              ----------------
 Total expenses                                                  46,737,490
 Less reduction to custodian expenses                               (20,371)
 Less voluntary waiver of transfer and shareholder
 servicing agent fees--Class B                                     (126,301)
 Less voluntary waiver of transfer and shareholder
 servicing agent fees--Class Y                                      (73,246)
                                                              ----------------
 Net expenses                                                    46,517,572

------------------------------------------------------------------------------
 Net Investment Loss                                             (3,350,204)


------------------------------------------------------------------------------
 Realized and Unrealized Gain (Loss)

 Net realized gain (loss) on:
   Unaffiliated companies                                      (382,627,477)
   Affiliated companies                                         (41,072,112)
 Foreign currency transactions                                   47,411,337
                                                              ----------------
 Net realized loss                                             (376,288,252)

------------------------------------------------------------------------------
 Net change in unrealized appreciation (depreciation) on:
 Investments                                                    (81,546,254)
 Translation of assets and liabilities
 denominated in foreign currencies                              112,280,465
                                                              ----------------
 Net change                                                      30,734,211
                                                              ----------------
 Net realized and unrealized loss                              (345,554,041)


------------------------------------------------------------------------------
 Net Decrease in Net Assets Resulting from Operations         $(348,904,245)
                                                              ================



 See accompanying Notes to Financial Statements.



15  |  OPPENHEIMER GLOBAL FUND



STATEMENTS OF CHANGES IN NET ASSETS




Six Months                        Year

Ended                       Ended
                                                                                   March
31, 2003               September 30,

(Unaudited)                       2002
--------------------------------------------------------------------------------------------------------------------------------


 Operations

 Net investment loss                                                               $
(3,350,204)             $     (906,990)
--------------------------------------------------------------------------------------------------------------------------------
 Net realized loss
(376,288,252)               (448,125,052)
--------------------------------------------------------------------------------------------------------------------------------
 Net change in unrealized appreciation (depreciation)
30,734,211                (503,784,365)

------------------------------------------------
 Net decrease in net assets resulting from operations
(348,904,245)               (952,816,407)

--------------------------------------------------------------------------------------------------------------------------------
 Beneficial Interest Transactions

 Net increase (decrease) in net assets resulting from beneficial interest
 transactions:
 Class A
(44,991,786)                357,374,689
 Class B
(83,383,558)               (106,729,380)
 Class C
5,883,223                 126,876,337
 Class N
22,646,846                  56,432,365
 Class Y
32,512,637                  24,729,253

--------------------------------------------------------------------------------------------------------------------------------
 Net Assets

 Total decrease
(416,236,883)               (494,133,143)
--------------------------------------------------------------------------------------------------------------------------------
 Beginning of period
6,358,078,263               6,852,211,406

------------------------------------------------
 End of period [including accumulated net investment loss of
 $14,970,730 and $11,620,526, respectively]
$5,941,841,380              $6,358,078,263

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




 See accompanying Notes to Financial Statements.


16  |  OPPENHEIMER GLOBAL FUND



FINANCIAL HIGHLIGHTS



                                                  Six
Months                                                                 Year

Ended                                                                Ended
                                             March 31,
2003                                                             Sept. 30,
Class A                                          (Unaudited)           2002
2001          2000         1999         1998
---------------------------------------------------------------------------------------------------------------------------------


 Per Share Operating Data

 Net asset value, beginning of period               $ 35.25         $ 40.04      $
67.48       $ 49.50      $ 38.34      $ 49.32
---------------------------------------------------------------------------------------------------------------------------------
 Income (loss) from investment operations:
 Net investment income                                  .02             .07
.20           .26          .17         1.08
 Net realized and unrealized gain (loss)              (1.89)          (4.86)
(15.68)        22.20        14.37        (5.49)

--------------------------------------------------------------------------------
 Total from investment operations                     (1.87)          (4.79)
(15.48)        22.46        14.54        (4.41)
---------------------------------------------------------------------------------------------------------------------------------
 Dividends and/or distributions to shareholders:
 Dividends from net investment income                    --              --
--          (.32)        (.39)        (.83)
 Dividends in excess of net
 investment income                                       --              --
--          (.04)          --           --
 Distributions from net realized gain                    --              --
(11.96)        (4.12)       (2.99)       (5.74)

--------------------------------------------------------------------------------
 Total dividends and/or distributions
 to shareholders                                         --              --
(11.96)        (4.48)       (3.38)       (6.57)
---------------------------------------------------------------------------------------------------------------------------------
 Net asset value, end of period                      $33.38          $35.25
$40.04        $67.48       $49.50       $38.34

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

---------------------------------------------------------------------------------------------------------------------------------
 Total Return, at Net Asset Value 1                   (5.30)%        (11.96)%
(27.10)%       47.13%       40.05%       (9.85)%

---------------------------------------------------------------------------------------------------------------------------------
 Ratios/Supplemental Data

 Net assets, end of period (in thousands)        $4,268,436      $4,559,330
$4,876,120    $6,225,967   $3,780,168   $2,904,763
---------------------------------------------------------------------------------------------------------------------------------
 Average net assets (in thousands)               $4,607,814      $5,552,582
$5,851,970    $5,555,437   $3,475,038   $3,381,204
---------------------------------------------------------------------------------------------------------------------------------
 Ratios to average net assets: 2
 Net investment income                                 0.09%           0.18%
0.42%         0.41%        0.37%        0.96%
 Expenses                                              1.26%           1.23%
1.12%         1.08%        1.16%        1.14% 3
---------------------------------------------------------------------------------------------------------------------------------
 Portfolio turnover rate                                 22%             27%
36%           62%          68%          65%




1. Assumes an investment on the business day before the first day of the fiscal
period, with all dividends and distributions reinvested in additional shares on
the reinvestment date, and redemption at the net asset value calculated on the
last business day of the fiscal period. Sales charges are not reflected in the
total returns. Total returns are not annualized for periods of less than one
full year.
2. Annualized for periods of less than one full year.
3. Expense ratio has been calculated without adjustment for the reduction to
custodian expenses.

See accompanying Notes to Financial Statements.


17  |  OPPENHEIMER GLOBAL FUND



FINANCIAL HIGHLIGHTS  Continued




                                                  Six
Months                                                                 Year

Ended                                                                Ended
                                              March 31,
2003                                                            Sept. 30,
Class B                                           (Unaudited)           2002
2001          2000          1999        1998
----------------------------------------------------------------------------------------------------------------------------------


 Per Share Operating Data

 Net asset value, beginning of period                $ 33.30         $ 38.11      $
65.26       $ 48.05       $ 37.32     $ 48.19
----------------------------------------------------------------------------------------------------------------------------------
 Income (loss) from investment operations:
 Net investment income (loss)                           (.21)           (.32)
(.06)         (.19)        (.16)         .69
 Net realized and unrealized gain (loss)               (1.69)          (4.49)
(15.13)        21.52         13.99       (5.31)

--------------------------------------------------------------------------------
 Total from investment operations                      (1.90)          (4.81)
(15.19)        21.33         13.83       (4.62)
----------------------------------------------------------------------------------------------------------------------------------
 Dividends and/or distributions to shareholders:
 Dividends from net investment income                     --              --
--            --         (.11)        (.51)
 Dividends in excess of net
 investment income                                        --              --
--            --            --          --
 Distributions from net realized gain                     --              --
(11.96)        (4.12)       (2.99)       (5.74)

-------------------------------------------------------------------------------
 Total dividends and/or distributions
 to shareholders                                          --              --
(11.96)        (4.12)       (3.10)       (6.25)
---------------------------------------------------------------------------------------------------------------------------------
 Net asset value, end of period                       $31.40          $33.30
$38.11        $65.26        $48.05      $37.32

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

---------------------------------------------------------------------------------------------------------------------------------
 Total Return, at Net Asset Value 1                    (5.71)%        (12.62)%
(27.68)%       46.01%        38.99%     (10.56)%

---------------------------------------------------------------------------------------------------------------------------------
 Ratios/Supplemental Data

 Net assets, end of period (in thousands)         $  976,704      $1,119,360
$1,386,315    $1,948,901    $1,250,245    $897,473
---------------------------------------------------------------------------------------------------------------------------------
 Average net assets (in thousands)                $1,088,182      $1,456,440
$1,731,624    $1,779,871    $1,121,639    $965,647
---------------------------------------------------------------------------------------------------------------------------------
 Ratios to average net assets: 2
 Net investment income (loss)                          (0.75)%         (0.60)%
(0.35)%       (0.38)%       (0.40)%      0.20%
 Expenses                                               2.11%           2.00%
1.89%         1.85%         1.94%       1.91% 3
 Expenses, net of reduction to custodian
 expenses and/or voluntary waiver of
 transfer agent fees                                    2.09%           2.00%
1.89%         1.85%         1.94%       1.91%
---------------------------------------------------------------------------------------------------------------------------------
 Portfolio turnover rate                                  22%             27%
36%           62%           68%         65%




1. Assumes an investment on the business day before the first day of the fiscal
period, with all dividends and distributions reinvested in additional shares on
the reinvestment date, and redemption at the net asset value calculated on the
last business day of the fiscal period. Sales charges are not reflected in the
total returns. Total returns are not annualized for periods of less than one
full year.
2. Annualized for periods of less than one full year.
3. Expense ratio has been calculated without adjustment for the reduction to
custodian expenses.

See accompanying Notes to Financial Statements.


18  |  OPPENHEIMER GLOBAL FUND





                                              Six
Months                                                                     Year

Ended                                                                    Ended
                                          March 31,
2003                                                                Sept. 30,
 Class C                                     (Unaudited)            2002
2001          2000          1999         1998
---------------------------------------------------------------------------------------------------------------------------------


 Per Share Operating Data

 Net asset value, beginning of period             $33.82          $38.71
$66.09        $48.63        $37.79       $48.77
---------------------------------------------------------------------------------------------------------------------------------
 Income (loss) from investment operations:
 Net investment income (loss)                       (.11)           (.12)
.07           .06          (.08)         .75
 Net realized and unrealized gain (loss)           (1.81)          (4.77)
(15.49)        21.54         14.07        (5.42)

---------------------------------------------------------------------------------
 Total from investment operations                  (1.92)          (4.89)
(15.42)        21.60         13.99        (4.67)
 Dividends and/or distributions
 to shareholders:
 Dividends from net investment income                 --              --
--          (.02)         (.16)        (.57)
 Dividends in excess of net
 investment income                                    --              --
--            -- 1          --           --
 Distributions from net realized gain                 --              --
(11.96)        (4.12)        (2.99)       (5.74)

---------------------------------------------------------------------------------
 Total dividends and/or distributions
 to shareholders                                      --              --
(11.96)        (4.14)        (3.15)       (6.31)
---------------------------------------------------------------------------------------------------------------------------------
 Net asset value, end of period                   $31.90          $33.82
$38.71        $66.09        $48.63       $37.79

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

---------------------------------------------------------------------------------------------------------------------------------
 Total Return, at Net Asset Value 2                (5.68)%        (12.63)%
(27.67)%       46.01%        38.97%      (10.53)%


---------------------------------------------------------------------------------------------------------------------------------
 Ratios/Supplemental Data

 Net assets, end of period (in thousands)       $442,105        $463,949
$418,525      $404,312      $152,620      $90,707
---------------------------------------------------------------------------------------------------------------------------------
 Average net assets (in thousands)              $472,805        $521,168
$448,751      $287,843      $125,334      $79,398
---------------------------------------------------------------------------------------------------------------------------------
 Ratios to average net assets: 3
 Net investment income (loss)                      (0.70)%         (0.56)%
(0.33)%       (0.29)%       (0.38)%       0.23%
 Expenses                                           2.05%           1.99%
1.89%         1.85%         1.94%        1.91% 4
---------------------------------------------------------------------------------------------------------------------------------
 Portfolio turnover rate                              22%             27%
36%           62%           68%          65%




1. Less than $0.005 per share.
2. Assumes an investment on the business day before the first day of the fiscal
period, with all dividends and distributions reinvested in additional shares on
the reinvestment date, and redemption at the net asset value calculated on the
last business day of the fiscal period. Sales charges are not reflected in the
total returns. Total returns are not annualized the last business day of the
fiscal for periods of less than one full year.
3. Annualized for periods of less than one full year.
4. Expense ratio has been calculated without adjustment for the reduction to
custodian expenses.

See accompanying Notes to Financial Statements.


19  |  OPPENHEIMER GLOBAL FUND



FINANCIAL HIGHLIGHTS  Continued



                                                             Six
Months                                Year

Ended                               Ended
                                                         March 31,
2003                           Sept. 30,
Class  N                                                     (Unaudited)
2002           2001 1
-------------------------------------------------------------------------------------------------------------


 Per Share Operating Data

 Net asset value, beginning of period                           $ 35.13            $
39.98          $ 50.13
-------------------------------------------------------------------------------------------------------------
 Income (loss) from investment operations:
 Net investment income (loss)                                      (.01)
.07              .01
 Net realized and unrealized loss                                 (1.88)
(4.92)          (10.16)

---------------------------------------------
 Total from investment operations                                 (1.89)
(4.85)          (10.15)

-------------------------------------------------------------------------------------------------------------
 Dividends and/or distributions to shareholders:
 Dividends from net investment income                                --
--               --
 Dividends in excess of net investment income                        --
--               --
 Distributions from net realized gain                                --
--               --

---------------------------------------------
 Total dividends and/or distributions
 to shareholders                                                     --
--               --
-------------------------------------------------------------------------------------------------------------
 Net asset value, end of period                                  $33.24
$35.13           $39.98

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

-------------------------------------------------------------------------------------------------------------
 Total Return, at Net Asset Value 2                               (5.38)%
(12.13)%         (20.25)%

-------------------------------------------------------------------------------------------------------------
 Ratios/Supplemental Data

 Net assets, end of period (in thousands)                       $69,441
$51,077           $5,971
-------------------------------------------------------------------------------------------------------------
 Average net assets (in thousands)                              $63,291
$33,737           $1,717
-------------------------------------------------------------------------------------------------------------
 Ratios to average net assets: 3
 Net investment income                                               -- 4
0.14%            0.13%
 Expenses                                                          1.39%
1.45%            1.41%
-------------------------------------------------------------------------------------------------------------
 Portfolio turnover rate                                             22%
27%              36%




1. For the period from March 1, 2001 (inception of offering) to September 30,
2001.
2. Assumes an investment on the business day before the first day of the fiscal
period (or inception of offering), with all dividends and distributions
reinvested in additional shares on the reinvestment date, and redemption at the
net asset value calculated on the last business day of the fiscal period. Sales
charges are not reflected in the total returns. Total returns are not annualized
for periods of less than one full year.
3. Annualized for periods of less than one full year.
4. Less than $0.005 per share.

See accompanying Notes to Financial Statements.


20  |  OPPENHEIMER GLOBAL FUND






                                                Six
Months                                                     Year

Ended                                                    Ended
                                            March 31,
2003                                                Sept. 30,
 Class Y                                       (Unaudited)         2002
2001         2000          1999 1
-------------------------------------------------------------------------------------------------------------------


 Per Share Operating Data

 Net asset value, beginning of period              $ 35.38      $ 40.11        $
67.53      $ 49.54         $ 42.38
-------------------------------------------------------------------------------------------------------------------
 Income (loss) from investment operations:
 Net investment income (loss)                         (.01)         .12
.22          .64             .63
 Net realized and unrealized gain (loss)             (1.83)       (4.85)
(15.68)       22.03           10.00

-------------------------------------------------------------------
 Total from investment operations                    (1.84)       (4.73)
(15.46)       22.67           10.63
-------------------------------------------------------------------------------------------------------------------
 Dividends and/or distributions to shareholders:
 Dividends from net investment income                   --           --
--         (.50)           (.48)
 Dividends in excess of net investment income           --           --
--         (.06)             --
 Distributions from net realized gain                   --           --
(11.96)       (4.12)          (2.99)

-------------------------------------------------------------------
 Total dividends and/or distributions
 to shareholders                                        --           --
(11.96)       (4.68)          (3.47)
-------------------------------------------------------------------------------------------------------------------
 Net asset value, end of period                     $33.54       $35.38
$40.11       $67.53          $49.54

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

-------------------------------------------------------------------------------------------------------------------
 Total Return, at Net Asset Value 2                  (5.20)%     (11.79)%
(27.04)%      47.63%          27.11%

-------------------------------------------------------------------------------------------------------------------
 Ratios/Supplemental Data

 Net assets, end of period (in thousands)         $185,155     $164,363
$165,281     $203,252         $36,593
-------------------------------------------------------------------------------------------------------------------
 Average net assets (in thousands)                $184,609     $191,788
$194,016     $136,515         $16,838
-------------------------------------------------------------------------------------------------------------------
 Ratios to average net assets: 3
 Net investment income                                0.33%        0.37%
0.54%        0.90%           1.07%
 Expenses                                             1.12%        1.15%
1.06%        0.82%           0.78%
 Expenses, net of reduction to custodian expenses
 and/or voluntary waiver of transfer agent fees       1.04%        1.05%
1.00%        0.82%           0.78%
-------------------------------------------------------------------------------------------------------------------
 Portfolio turnover rate                                22%          27%
36%          62%             68%




1. For the period from November 17, 1998 (inception of offering) to September
30, 1999.
2. Assumes an investment on the business day before the first day of the fiscal
period (or inception of offering), with all dividends and distributions
reinvested in additional shares on the reinvestment date, and redemption at the
net asset value calculated on the last business day of the fiscal period. Sales
charges are not reflected in the total returns. Total returns are not annualized
for periods of less than one full year.
3. Annualized for periods of less than one full year.

See accompanying Notes to Financial Statements.


21  |  OPPENHEIMER GLOBAL FUND


NOTES TO FINANCIAL STATEMENTS  Unaudited


--------------------------------------------------------------------------------
 1. Significant Accounting Policies
 Oppenheimer Global Fund (the Fund) is registered under the Investment Company
 Act of 1940, as amended, as an open-end management investment company. The
 Fund's investment objective is to seek capital appreciation. The Fund's
 investment advisor is OppenheimerFunds, Inc. (the Manager).
    The Fund offers Class A, Class B, Class C, Class N and Class Y shares. Class
 A shares are sold at their offering price, which is normally net asset value
 plus a front-end sales charge. Class B, Class C and Class N shares are sold
 without a front-end sales charge but may be subject to a contingent deferred
 sales charge (CDSC). Class N shares are sold only through retirement plans.
 Retirement plans that offer Class N shares may impose charges on those
 accounts. Class Y shares are sold to certain institutional investors without
 either a front-end sales charge or a CDSC. All classes of shares have identical
 rights and voting privileges. Earnings, net assets and net asset value per
 share may differ by minor amounts due to each class having its own expenses
 directly attributable to that class. Classes A, B, C and N have separate
 distribution and/or service plans. No such plan has been adopted for Class Y
 shares. Class B shares will automatically convert to Class A shares six years
 after the date of purchase. The Fund assesses a 2% fee on the proceeds of fund
 shares that are redeemed (either by selling or exchanging to another
 Oppenheimer fund) within 30 days of their purchase. The fee, which is retained
 by the Fund, is accounted for as an addition to paid-in capital.
    The following is a summary of significant accounting policies consistently
 followed by the Fund.

--------------------------------------------------------------------------------
 Securities Valuation. Securities listed or traded on National Stock Exchanges
 or other domestic or foreign exchanges are valued based on the last sale price
 of the security traded on that exchange prior to the time when the Fund's
 assets are valued. In the absence of a sale, the security is valued at the last
 sale price on the prior trading day, if it is within the spread of the closing
 bid and asked prices, and if not, at the closing bid price. Securities
 (including restricted securities) for which quotations are not readily
 available are valued primarily using dealer-supplied valuations, a portfolio
 pricing service authorized by the Board of Trustees, or at their fair value.
 Fair value is determined in good faith under consistently applied procedures
 under the supervision of the Board of Trustees. Short-term "money market type"
 debt securities with remaining maturities of sixty days or less are valued at
 amortized cost (which approximates market value).

--------------------------------------------------------------------------------
 Foreign Currency Translation. The accounting records of the Fund are maintained
 in U.S. dollars. Prices of securities denominated in foreign currencies are
 translated into U.S. dollars at the closing rates of exchange. Amounts related
 to the purchase and sale of foreign securities and investment income are
 translated at the rates of exchange prevailing on the respective dates of such
 transactions.



22  |  OPPENHEIMER GLOBAL FUND


    The effect of changes in foreign currency exchange rates on investments is
 separately identified from the fluctuations arising from changes in market
 values of securities held and reported with all other foreign currency gains
 and losses in the Fund's Statement of Operations.
--------------------------------------------------------------------------------
 Joint Repurchase Agreements. The Fund, along with other affiliated funds of the
 Manager, may transfer uninvested cash balances into one or more joint
 repurchase agreement accounts. These balances are invested in one or more
 repurchase agreements, secured by U.S. government securities. Securities
 pledged as collateral for repurchase agreements are held by a custodian bank
 until the agreements mature. Each agreement requires that the market value of
 the collateral be sufficient to cover payments of interest and principal;
 however, in the event of default by the other party to the agreement, retention
 of the collateral may be subject to legal proceedings.
--------------------------------------------------------------------------------
 Allocation of Income, Expenses, Gains and Losses. Income, expenses (other than
 those attributable to a specific class), gains and losses are allocated daily
 to each class of shares based upon the relative proportion of net assets
 represented by such class. Operating expenses directly attributable to a
 specific class are charged against the operations of that class.
--------------------------------------------------------------------------------
 Federal Taxes. The Fund intends to continue to comply with provisions of the
 Internal Revenue Code applicable to regulated investment companies and to
 distribute all of its taxable income, including any net realized gain on
 investments not offset by capital loss carryforwards, if any, to shareholders.
 Therefore, no federal income or excise tax provision is required.
    As of March 31, 2003, the Fund had available for federal income tax purposes
 an estimated unused capital loss carryforward of $1,000,285,514. This estimated
 capital loss carryforward represents the carryforward as of the end of the last
 fiscal year, increased for losses deferred under tax accounting rules for the
 current fiscal year and is increased or decreased by capital losses or gains
 realized in the first six months of the current fiscal year. During the period,
 the Fund used $0 of carryforward to offset capital gains realized.

 As of September 30, 2002, the Fund had available for federal income tax
 purposes unused capital loss carryforwards as follows:
                              Expiring
                              --------------------------------
                              2004                $    353,985
                              2010                 156,747,145
                                                  ------------
                              Total               $157,101,130 1
                                                  ============
1. Includes $353,985 from capital loss carryforward acquired in the June 19,
1997 merger with Oppenheimer Global Emerging Growth Fund which is no longer
subject to limitation under IRS sections 382 or 384.


23  |  OPPENHEIMER GLOBAL FUND



NOTES TO FINANCIAL STATEMENTS  Unaudited / Continued



--------------------------------------------------------------------------------
 1. Significant Accounting Policies Continued
 Trustees' Compensation. The Fund has adopted an unfunded retirement plan for
 the Fund's independent trustees. Benefits are based on years of service and
 fees paid to each trustee during the years of service. During the six months
 ended March 31, 2003, the Fund's projected benefit obligations were decreased
 by $156,019 and payments of $36,620 were made to retired trustees, resulting in
 an accumulated liability of $1,035,012 as of March 31, 2003.
    The Board of Trustees has adopted a deferred compensation plan for
 independent trustees that enables trustees to elect to defer receipt of all or
 a portion of the annual compensation they are entitled to receive from the
 Fund. Under the plan, the compensation deferred is invested by the Fund in the
 fund(s) selected by the trustee. Deferral of trustees' fees under the plan will
 not affect the net assets of the Fund, and will not materially affect the
 Fund's assets, liabilities or net investment income per share.
--------------------------------------------------------------------------------
 Dividends and Distributions to Shareholders. Dividends and distributions to
 shareholders, which are determined in accordance with income tax regulations,
 are recorded on the ex-dividend date.
--------------------------------------------------------------------------------
 Classification of Dividends and Distributions to Shareholders. Net investment
 income (loss) and net realized gain (loss) may differ for financial statement
 and tax purposes primarily because of the recognition of certain foreign
 currency gains (losses) as ordinary income (loss) for tax purposes. The
 character of dividends and distributions made during the fiscal year from net
 investment income or net realized gains may differ from their ultimate
 characterization for federal income tax purposes. Also, due to timing of
 dividends and distributions, the fiscal year in which amounts are distributed
 may differ from the fiscal year in which the income or net realized gain was
 recorded by the Fund.
    No distributions were paid during the six months ended March 31, 2003 and
 the year ended September 30, 2002.
--------------------------------------------------------------------------------
 Investment Income. Dividend income is recorded on the ex-dividend date or upon
 ex-dividend notification in the case of certain foreign dividends where the
 ex-dividend date may have passed. Non-cash dividends included in dividend
 income, if any, are recorded at the fair market value of the securities
 received. Interest income, which includes accretion of discount and
 amortization of premium, is accrued as earned.
--------------------------------------------------------------------------------
 Security Transactions. Security transactions are recorded on the trade date.
 Realized gains and losses on securities sold are determined on the basis of
 identified cost.
--------------------------------------------------------------------------------
 Other. The preparation of financial statements in conformity with accounting
 principles generally accepted in the United States of America requires
 management to make estimates and assumptions that affect the reported amounts
 of assets and liabilities and disclosure of contingent assets and liabilities
 at the date of the financial statements and the reported amounts of income and
 expenses during the reporting period. Actual results could differ from those
 estimates.



24  |  OPPENHEIMER GLOBAL FUND




--------------------------------------------------------------------------------
 2. Shares of Beneficial Interest
 The Fund has authorized an unlimited number of no par value shares of
 beneficial interest of each class. Transactions in shares of beneficial
 interest were as follows:



                                      Six Months Ended March 31,
2003                      Year Ended September 30, 2002
                                     Shares                    Amount
Shares                      Amount
------------------------------------------------------------------------------------------------------------------------------


 Class A
 Sold                            17,357,884             $ 622,987,237
35,174,289             $ 1,541,931,335
 Redeemed                       (18,812,589)             (667,979,023)
(27,633,673)             (1,184,556,646)

----------------------------------------------------------------------------------------------
 Net increase (decrease)         (1,454,705)            $ (44,991,786)
7,540,616             $   357,374,689

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

------------------------------------------------------------------------------------------------------------------------------
 Class B
 Sold                             2,646,574             $  89,292,257
7,994,046             $   333,395,941
 Redeemed                        (5,156,045)             (172,675,815)
(10,753,879)               (440,125,321)

----------------------------------------------------------------------------------------------
 Net decrease                    (2,509,471)            $ (83,383,558)
(2,759,833)            $  (106,729,380)

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

------------------------------------------------------------------------------------------------------------------------------
 Class C
 Sold                             1,905,328             $  65,382,700
5,659,350             $   239,411,312
 Redeemed                        (1,762,791)              (59,499,477)
(2,755,399)               (112,534,975)

----------------------------------------------------------------------------------------------
 Net increase                       142,537             $   5,883,223
2,903,951             $   126,876,337

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

------------------------------------------------------------------------------------------------------------------------------
 Class N
 Sold                               926,186             $  32,864,431
1,554,356             $    66,740,283
 Redeemed                          (291,071)              (10,217,585)
(249,598)                (10,307,918)

----------------------------------------------------------------------------------------------
 Net increase                       635,115             $  22,646,846
1,304,758             $    56,432,365

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

------------------------------------------------------------------------------------------------------------------------------
 Class Y
 Sold                             2,497,690             $  90,180,573
2,457,976             $   109,088,807
 Redeemed                        (1,622,207)              (57,667,936)
(1,933,304)                (84,359,554)

----------------------------------------------------------------------------------------------
 Net increase                       875,483             $  32,512,637
524,672             $    24,729,253

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



--------------------------------------------------------------------------------
 3. Purchases and Sales of Securities
 The aggregate cost of purchases and proceeds from sales of securities, other
 than short-term obligations, for the six months ended March 31, 2003, were
 $1,415,979,459 and $1,368,866,766, respectively.
--------------------------------------------------------------------------------
 4. Fees and Other Transactions with Affiliates
 Management Fees. Management fees paid to the Manager were in accordance with
 the investment advisory agreement with the Fund which provides for a fee of
 0.80% of the first $250 million of average annual net assets of the Fund, 0.77%
 of the next $250 million, 0.75% of the next $500 million, 0.69% of the next $1
 billion, 0.67% on the next $1.5 billion, 0.65% on the next $2.5 billion, 0.63%
 of the next $4 billion and 0.61% of average annual net assets in excess of $10
 billion.



25  |  OPPENHEIMER GLOBAL FUND



NOTES TO FINANCIAL STATEMENTS  Unaudited / Continued



--------------------------------------------------------------------------------
 4. Fees and Other Transactions with Affiliates Continued
 Transfer Agent Fees. OppenheimerFunds Services (OFS), a division of the
 Manager, acts as the transfer and shareholder servicing agent
 for the Fund. The Fund pays OFS a $19.75 per account fee.
    Additionally, Class Y shares are subject to minimum fees of $5,000 for
 assets of less than $10 million and $10,000 for assets of $10 million or more.
 The Class Y shares are subject to the minimum fees in the event that the per
 account fee does not equal or exceed the applicable minimum fees. OFS may
 voluntarily waive the minimum fees.
    OFS has voluntarily agreed to limit transfer and shareholder servicing agent
 fees up to an annual rate of 0.35% of average annual net assets for all
 classes. This undertaking may be amended or withdrawn at any time.
--------------------------------------------------------------------------------
 Distribution and Service Plan (12b-1) Fees. Under its General Distributor's
 Agreement with the Manager, OppenheimerFunds Distributor, Inc. (the
 Distributor) acts as the Fund's principal underwriter in the continuous public
 offering of the different classes of shares of the Fund.

 The compensation paid to (or retained by) the Distributor from the sale of
 shares or on the redemption of shares is shown in the table below for the
 period indicated.



                     Aggregate           Class A          Concessions
Concessions       Concessions          Concessions
                     Front-End         Front-End           on Class A         on Class
B        on Class C           on Class N
                 Sales Charges     Sales Charges               Shares
Shares            Shares               Shares
 Six Months         on Class A       Retained by          Advanced by        Advanced
by       Advanced by          Advanced by
 Ended                  Shares       Distributor        Distributor 1      Distributor
1     Distributor 1        Distributor 1
---------------------------------------------------------------------------------------------------------------------------------


 March 31, 2003     $2,580,298          $493,113             $599,621
$2,736,192          $533,635             $262,874

 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.

                               Class A                      Class
B                         Class C                   Class N
                            Contingent                   Contingent
Contingent                Contingent
                              Deferred
Deferred                        Deferred                  Deferred
                         Sales Charges                Sales Charges
Sales Charges             Sales Charges
 Six Months                Retained by                  Retained by
Retained by               Retained by
 Ended                     Distributor                  Distributor
Distributor               Distributor
----------------------------------------------------------------------------------------------------------------------------------
 March 31, 2003                $34,437
$1,670,058                         $61,294                  $140,428



--------------------------------------------------------------------------------
 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. For the six months ended March 31, 2003, payments
 under the Class A Plan totaled $5,433,104, all of which were paid by the
 Distributor to recipients, and included $232,084 paid to an affiliate of the
 Manager. Any unreimbursed expenses the Distributor incurs with respect to Class
 A shares in any fiscal year cannot be recovered in subsequent years.




26  |  OPPENHEIMER GLOBAL FUND



--------------------------------------------------------------------------------
 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. Under the plans, the Fund pays the Distributor an annual asset-based
 sales charge of 0.75% per year on Class B shares and on Class C shares and the
 Fund pays the Distributor an annual asset-based sales charge of 0.25% per year
 on Class N shares. The Distributor also receives a service fee of 0.25% per
 year under each plan.

 Distribution fees paid to the Distributor for the six months ended March 31,
 2003, were as follows:




Distributor's

Distributor's                      Aggregate

Aggregate                   Unreimbursed

Unreimbursed                  Expenses as %
                        Total Payments              Amount Retained
Expenses                  of Net Assets
                            Under Plan               by Distributor                 Under
Plan                       of Class
------------------------------------------------------------------------------------------------------------------------------------


 Class B Plan               $5,429,917                   $4,267,245
$25,212,563                         2.58%
 Class C Plan                2,358,149                      760,153
8,304,349                         1.88
 Class N Plan                  157,544                      142,512
1,185,426                         1.71



--------------------------------------------------------------------------------
 5. Foreign Currency Contracts
 A foreign currency contract is a commitment to purchase or sell a foreign
 currency at a future date, at a negotiated rate. The Fund may enter into
 foreign currency contracts for operational purposes and to seek to protect
 against adverse exchange rate fluctuations. Risks to the Fund include the
 potential inability of the counterparty to meet the terms of the contract.
    The net U.S. dollar value of foreign currency underlying all contractual
 commitments held by the Fund and the resulting unrealized appreciation or
 depreciation are determined using foreign currency exchange rates as provided
 by a reliable bank, dealer or pricing service. Unrealized appreciation and
 depreciation on foreign currency contracts are reported in the Statement of
 Assets and Liabilities as a receivable or payable and in the Statement of
 Operations with the change in unrealized appreciation or depreciation.
    The Fund may realize a gain or loss upon the closing or settlement of the
 foreign currency transactions. Such realized gains and losses are reported with
 all other foreign currency gains and losses in the Statement of Operations.

 As of March 31, 2003, the Fund had outstanding foreign currency contracts as
 follows:



                                        Contract        Valuation
                        Expiration        Amount             as of     Unrealized
Unrealized
 Contract Description        Dates        (000s)    March 31, 2003   Appreciation
Depreciation
--------------------------------------------------------------------------------------------------


 Contracts to Purchase
 Japanese Yen [JPY]         4/1/03       468,526JPY  $   3,951,140        $45,907
$         --

 Contracts to Sell
 Japanese Yen [JPY]  5/1/03-5/2/03    43,012,001JPY    363,129,886             --
13,129,886

------------------------
 Total Unrealized
 Appreciation and
 Depreciation                                                             $45,907     $
13,129,886

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




27  |  OPPENHEIMER GLOBAL FUND


NOTES TO FINANCIAL STATEMENTS  Unaudited / Continued

--------------------------------------------------------------------------------
 6. Illiquid or Restricted Securities
 As of March 31, 2003, investments in securities included issues that are
 illiquid or restricted. Restricted securities are often purchased in private
 placement transactions, are not registered under the Securities Act of 1933,
 may have contractual restrictions on resale, and are valued under methods
 approved by the Board of Trustees as reflecting fair value. A security may also
 be considered illiquid if it lacks a readily available market or if its
 valuation has not changed for a certain period of time. The Fund intends to
 invest no more than 10% of its net assets (determined at the time of purchase
 and reviewed periodically) in illiquid or restricted securities. Certain
 restricted securities, eligible for resale to qualified institutional
 investors, are not subject to that limitation. The aggregate value of illiquid
 or restricted securities subject to this limitation as of March 31, 2003 was
 $69,768,414, which represents 1.17% of the Fund's net assets, of which
 $4,495,392 is considered restricted. Information concerning restricted
 securities is as follows:




Valuation

as of          Unrealized
 Security                              Acquisition Dates             Cost Per
Unit             March 31, 2003        Depreciation
------------------------------------------------------------------------------------------------------------------------------------


 Stocks and/or Warrants
 Swiss Medical SA                  5/16/94 - 7/10/02
$30,390,000                 $4,495,392         $25,894,608



--------------------------------------------------------------------------------
 7. Borrowing and Lending Arrangements
 Bank Borrowings. The Fund has the ability to borrow from banks for temporary or
 emergency purposes. Asset coverage for borrowings must be at least 300%. The
 Fund and other Oppenheimer funds participated in a $400 million unsecured line
 of credit from a bank, for liquidity purposes. Under that line of credit, each
 fund was charged interest on its borrowings at a rate equal to the Federal
 Funds rate plus 0.45%. The Fund paid a commitment fee on its pro rata share of
 the average unutilized amount of the credit facility at a rate of 0.08% per
 annum. The credit facility was terminated on November 12, 2002, when the Fund
 entered into the interfund borrowing and lending arrangements described below.
    The Fund had no outstanding borrowings under the credit facility through
 November 12, 2002.
--------------------------------------------------------------------------------
 Interfund Borrowing and Lending Arrangements. Commencing November 12, 2002, the
 Fund entered into an "interfund borrowing and lending arrangement" with other
 funds in the Oppenheimer funds complex, to allow funds to borrow for liquidity
 purposes. The arrangement was initiated pursuant to exemptive relief granted by
 the Securities and Exchange Commission to allow these affiliated funds to lend
 money to, and borrow money from, each other, in an attempt to reduce borrowing
 costs below those of bank loan facilities. Under the arrangement the Fund may
 lend money to other Oppenheimer funds and may borrow from other Oppenheimer
 funds at a rate set by the Fund's Board of Trustees, based upon a
 recommendation by the investment manager. The Fund's borrowings, if any, are
 subject to asset coverage requirements under the Investment Company Act and the
 provisions of the SEC order and other applicable regulations. If the Fund
 borrows money, there is a risk that the loan could be called on one day's
 notice, in which case the FUnd might have to borrow from a bank at higher
 rates if a loan were not available from another Oppenheimer fund. If a Fund
 lends money to another fund, it will be subject to the risk that the other
 fund might not repay the loan in a timely manner, or at all.

 The Fund had no interfund borrowings or loans outstanding during the six
 months ended or at March 31, 2003.