Registration No. 2-31661
                                                             File No. 811-1810

                      SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, DC 20549
                                  FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES
ACT OF 1933                                                             [ x ]

Pre-Effective Amendment No. _____                                        [   ]

Post-Effective Amendment No. 83                                          [ x ]
                                    and/or

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

Amendment No. 44                                                         [ x ]

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                           OPPENHEIMER GLOBAL FUND
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              (Exact Name of Registrant as Specified in Charter)

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

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                                 303.768.3200
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             (Registrant's Telephone Number, including Area Code)

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                             Robert G. Zack, Esq.
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                            OppenheimerFunds, Inc.
    Two World Financial Center, 225 Liberty Street-11th Floor New York, NY
                                  10281-1008
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                   (Name and Address of Agent for Service)

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

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

If appropriate, check the following box:
      [   ] This post-effective  amendment designates a new effective date for
a previously filed post-effective amendment.


Oppenheimer
Global Fund



Prospectus dated December 21, 2007

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.


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.





                                                       (OppenheimerFunds logo)



CONTENTS


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                    ABOUT THE FUND

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


                    ABOUT YOUR ACCOUNT

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

                    Special Investor Services
                    AccountLink
                    PhoneLink
                    OppenheimerFunds Internet Website
                    Retirement Plans

                    How to Sell Shares
                    By Mail
                    By Telephone

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

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

The Fund's Investment Objective and Principal Investment Strategies

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

WHAT DOES THE FUND MAINLY INVEST IN?  The Fund invests mainly in common
stocks of U.S. and foreign companies.  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 its 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 primarily invests in mid- 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 consider 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 at
      attractive valuations.
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 may 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. (the
"Manager"), 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 or its industry. 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.

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.

Risks of Growth Investing. Stocks of growth companies, particularly
      newer companies, may offer opportunities for greater capital
      appreciation but may be more volatile than stocks of larger, more
      established companies. If the company's earnings growth or stock
      price fails to increase as expected, the stock price of a growth
      company may decline sharply.

Investing in Special Situations. Periodically, the Fund might use
       aggressive investment techniques. These might include seeking to
       benefit from what the portfolio manager perceives to be "special
       situations," such as mergers, reorganizations, restructurings or
       other unusual events expected to affect a particular issuer.
       However, there is a risk that the change or event might not
       occur, which could have a negative impact on the price of the
       issuer's securities. The Fund's investment might not produce the
       expected gains or could incur a loss for the portfolio.

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.

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


Special Risks of Emerging Markets. While the Fund currently focuses on
       investing in developed markets such as the U.S., Canada, Western
       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.

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

      The after-tax returns are shown for Class A shares only and are
calculated using the historical highest individual federal marginal
income tax rates in effect during the periods shown, and do not reflect
the impact of state or local taxes. The after-tax returns are
calculated based on certain assumptions mandated by regulation and your
actual after-tax returns may differ from those shown, depending on your
individual tax situation. The after-tax returns set forth below are not
relevant to investors who hold their Fund shares through tax-deferred
arrangements such as 401(k) plans or IRAs or to institutional investors
not subject to tax. The Fund's past investment performance, before and
after taxes, is not necessarily an indication of how the Fund will
perform in the future.


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

Sales charges and taxes are not included in the  calculations  of return
in this bar chart,  and if those  charges and taxes were  included,  the
returns may be less than those shown.


For the period from 1/1/07 through 09/30/07,  the cumulative return (not
annualized) before taxes for Class A shares was 11.16%.


During  the period  shown in the bar  chart,  the  highest  return  (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).

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Average Annual Total Returns       1 Year           5 Years        10 Years
for the periods ended                                            (or life of
December 31, 2006                                                class, if less)

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Class A Shares (inception

12/22/69)                          10.63%            10.64%          12.72%
  Return Before Taxes               9.52%            10.26%          11.18%
  Return After Taxes on
  Distributions                     8.14%            9.24%           10.54%
  Return After Taxes on
  Distributions and Sale of
  Fund Shares

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Class B Shares (inception          11.47%            10.79%          12.86%

8/17/93)
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Class C  Shares (inception        15.50%            11.11%           12.52%

10/2/95)
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Class N Shares (inception         15.93%            11.58%           8.49%

3/1/01)
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Class Y Shares (inception         17.82%            12.26%           13.77%

11/17/98)
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MSCI World IndexSM (reflects      20.65%            10.49%           8.08%(1)
no deduction for fees,                                               6.86%(2)
expenses or taxes)                                                   5.77%(3)

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(1.)  From 12/31/96.
(2.)  From 02/28/01.
(3.)  From 11/30/98.



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 and  Class  N,  the 1%  contingent
deferred  sales charge for the 1-year  period.  There is no sales charge
for Class Y shares.  Because Class B shares convert to Class A shares 72
months  after  purchase,  Class  B  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,  Inc. (MSCI) World IndexSM, 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, fees, expenses or taxes. 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 transaction expenses
directly, such as sales charges. The numbers below are based on the
Fund's expenses during its fiscal year ended September 30, 2007.


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Shareholder Fees (charges paid directly from your investment):
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                            Class A     Class B     Class C     Class N     Class Y
                            Shares      Shares      Shares      Shares      Shares
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Maximum Sales Charge         5.75%       None        None        None        None
(Load) on purchases (as
% of offering price)
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Maximum Deferred Sales
Charge (Load) (as % of
the lower of the            None(1)      5%(2)       1%(3)       1%(4)       None
original offering price
or redemption proceeds)
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Redemption Fee (as a         2.00%       2.00%       2.00%       2.00%      2.00%
percentage of total
redemption proceeds)(5)
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Annual Fund Operating Expenses (deducted from Fund assets):
(% of average daily net assets)
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                           Class A    Class B      Class C   Class N      Class Y
                             Shares     Shares     Shares      Shares     Shares
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Management Fees              0.62%      0.62%       0.62%      0.62%      0.62%

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Distribution and/or          0.24%      1.00%       1.00%      0.50%       n/a
Service (12b-1) Fees

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Other Expenses               0.19%      0.22%       0.18%      0.34%      0.06%

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Total Annual Operating       1.05%      1.84%       1.80%      1.46%      0.68%
Expenses

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Expenses may vary in future years.  "Other  Expenses"  include  transfer
agent fees,  custodial  fees, and accounting and legal expenses that the
Fund pays. The Transfer Agent has voluntarily  undertaken to the Fund to
limit the transfer  agent fees to 0.35% of average  daily net assets per
fiscal  year  for  all  classes.  That  undertaking  may be  amended  or
withdrawn at any time.  For the Fund's  fiscal year ended  9/30/07,  the
transfer  agent  fees did not exceed the  expense  limitation  described
above.
1.    A Class A contingent deferred sales charge may apply to
   redemptions of investments of $1 million or more or to certain
   retirement plan redemptions. See "How to Buy Shares" for details.
2.    Applies  to  redemptions  in the first year  after  purchase.  The
   contingent  deferred  sales charge  gradually  declines from 5% to 1%
   during years one through six and is eliminated after that.

3.    Applies to shares redeemed within 12 months of purchase.
4.    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 the shares or exchanging them for
   shares of another Oppenheimer fund) within 30 days of their
   purchase. See "How to Sell Shares" for more information on when the
   redemption fee will apply.


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


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



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If shares are redeemed:     1 Year        3 Years       5 Years      10 Years
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Class A Shares                    $676          $891        $1,124       $1,790

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

Class B Shares                    $689          $884        $1,205      $1,775*

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Class C Shares                    $285          $571          $983       $2,135

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

Class N Shares                    $250          $465          $803       $1,759

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Class Y Shares                     $70          $218          $380         $849

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--------------------------------------------------------------------------------
   If shares are not        1 Year        3 Years       5 Years      10 Years
       redeemed:
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

Class A Shares                    $676          $891        $1,124       $1,790

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

Class B Shares                    $189          $584        $1,005      $1,775*

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

Class C Shares                    $185          $571          $983       $2,135

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

Class N Shares                    $150          $465          $803       $1,759

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

Class Y Shares                     $70          $218          $380         $849

--------------------------------------------------------------------------------
 In the first  example,  expenses  include the initial  sales charge for
 Class A and the  applicable  Class B,  Class C and  Class N  contingent
 deferred sales  charges.  In the second  example,  the Class A expenses
 include the sales charge,  but Class B, Class C and Class N expenses do
 not  include  contingent  deferred  sales  charges.  There  is no sales
 charge on Class Y shares.
 * Class B  expenses  for  years  7  through  10 are  based  on  Class A
 expenses since Class B shares  automatically  convert to Class A shares
 72 months after purchase.

About the Fund's Investments


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

Foreign Securities. The foreign securities the Fund can buy include
      stocks and other equity securities of companies organized under
      the laws of a foreign country or companies that have a
      substantial portion of their operations or assets abroad, or
      derive a substantial portion of their revenue or profits from
      businesses, investments or sales outside the U.S. Foreign
      securities include securities traded primarily on foreign
      securities exchanges or in foreign over-the-counter markets.
      Though not a principal investment strategy, the Fund can also buy
      debt securities issued by foreign companies and governments, as
      described in the Fund's Statement of Additional Information.

Growth Stock Investments. The Fund's investments include common stocks
      of foreign and domestic companies that the Manager believes have
      growth potential. Growth companies can be new or established
      companies that may be developing new products or services that
      have relatively favorable prospects, or that are expanding into
      new and growing markets. Current examples include companies in
      the fields of telecommunications, computer software and new
      consumer products.

      Growth companies may be applying new technology, new or improved
      distribution techniques or developing new services that might
      enable them to capture a dominant or important market position.
      They may have a special area of expertise or the capability to
      take advantage of changes in demographic factors in a more
      profitable way than competitors.

      Growth companies tend to retain a large part of their earnings
      for research, development or investment in capital assets.
      Therefore, they do not tend to emphasize paying dividends, and
      may not pay any dividends for some time. They are selected for
      the Fund's portfolio because the Manager believes the price of
      their stock will increase over the long term. However, growth
      stocks may be more volatile than other stock investments. They
      may lose favor with investors if the issuer's business plans do
      not produce the expected results, or if growth investing falls
      out of favor with investors. Growth stocks may be subject to more
      volatility because of investor speculation about the issuer's
      prospects.


 Investments  By  "Funds  of  Funds."  Class Y  shares  of the  Fund are
       offered as an  investment to certain  Oppenheimer  funds that act
       as "funds of funds." The Fund's  Board of Trustees  has  approved
       making the Fund's  shares  available as an  investment  for those
       funds.  Those funds of funds may invest  significant  portions of
       their  assets in shares  of the  Fund.  From time to time,  those
       investments  may also  represent  a  significant  portion  of the
       Fund's  outstanding  shares or of its outstanding Class Y shares.
       Those funds of funds  typically use asset  allocation  strategies
       under  which  they may  increase  or reduce  the  amount of their
       investment  in the  Fund  frequently,  and  may do so on a  daily
       basis during  volatile  market  conditions.  If the size of those
       purchases  and  redemptions  of the Fund's shares by the funds of
       funds  were  significant  relative  to the  size  of  the  Fund's
       assets,  the Fund could be required to purchase or sell portfolio
       securities,   increasing  its  transaction   costs  and  possibly
       reducing its  performance  for all share  classes.  For a further
       discussion  of the  possible  effects of frequent  trading in the
       Fund's  shares,  please  refer to the  section  titled "Are There
       Limitations on Frequent  Purchases,  Redemptions  and Exchanges?"
       in this prospectus.


Loans of Portfolio Securities. The Fund may make loans of its portfolio
      securities, with a value not to exceed 25% of its net assets, in
      accordance with policies approved by the Fund's Board. The Fund
      has entered into a securities lending agreement with JPMorgan
      Chase Bank, N.A. ("JPMorgan Chase") for that purpose. Under the
      agreement, the Fund's portfolio securities may be loaned to
      brokers, dealers and financial institutions, provided that such
      loans comply with the collateralization and other requirements of
      the securities lending agreement, the Fund's policies and
      applicable government regulations. JPMorgan Chase has agreed, in
      general, to bear the risk that a borrower may default on its
      obligation to return loaned securities. However, the Fund will be
      responsible for risks associated with the investment of cash
      collateral, including the risk of a default by the issuer of a
      security in which cash collateral has been invested. If that
      occurs, the Fund may incur additional costs in seeking to obtain
      the collateral or may lose the amount of the collateral
      investment. The Fund may also lose money if the value of the
      investments purchased with cash collateral decreases.


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.


Investing in Small-Cap Stocks. Although the Fund focuses its
       investments in mid- and large-cap companies, it may invest in
       stocks of small-cap companies. Small-cap growth companies can
       include both established and newer companies. While newer
       growth companies might offer greater opportunities for
       capital appreciation than larger, more established companies,
       they involve substantially greater risks of loss and price
       fluctuations than larger issuers.

      Newer small-cap companies may have limited product lines or
       markets for their products, limited access to financial
       resources and less depth in management skill than larger,
       more established companies. Their stocks may be less liquid
       than those of larger issuers. That means the Fund could have
       greater difficulty selling a security of a small-cap issuer
       at an acceptable price, especially in periods of market
       volatility. That factor increases the potential for losses to
       the Fund. Also, it may take a substantial period of time
       before the Fund realizes a gain on an investment in a
       small-cap company, if it realizes any gain at all.


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 principal investments 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. Restricted securities may have terms that limit
      their resale to other investors or may require registration under
      applicable securities laws before they may be sold publicly. The
      Fund will not invest more than 10% of its net assets in illiquid
      or restricted securities. The Board can increase that limit to
      15%. Certain restricted securities that are eligible for resale
      to qualified institutional purchasers may not be subject to that
      limit. The Manager monitors holdings of illiquid securities on an
      ongoing basis to determine whether to sell any holdings to
      maintain adequate liquidity.

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.

o     There are Special Risks in Using Derivative Investments. Markets
      underlying securities and indices may move in a direction not
      anticipated by the Manager. Interest rate and stock market
      changes in the U.S. and abroad may also influence the performance
      of derivatives. If the issuer of the derivative does not pay the
      amount due, the Fund can lose money on the investment. Also, the
      underlying security or investment on which the derivative is
      based, and the derivative itself, may not perform the way the
      Manager expected it to perform. If that happens, the Fund's share
      prices could decline.

      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  investments  and/or  increase  the
       volatility  of its share  prices.  As a result of these risks the
       Fund could realize less  principal or income from the  investment
       than expected.  Certain  derivative  investments held by the Fund
       may be illiquid.

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 does not use hedging instruments
      for speculative purposes and is not required to hedge in seeking
      its objective. The Fund has limits on its use of hedging
      instruments and currently does not use them to a significant
      degree.

       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.

       There are also special  risks in particular  hedging  strategies.
       For  example,  options  trading  involves the payment of premiums
       and  can  increase  portfolio  turnover.  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.    Increased   portfolio   turnover   creates   higher
       brokerage  and  transaction  costs for the Fund  (and may  reduce
       performance).  If the Fund  realizes  capital gains when it sells
       its portfolio investments,  it must generally pay those gains out
       to  shareholders,  increasing  their taxable  distributions.  The
       Financial  Highlights  table at the end of this prospectus  shows
       the Fund's portfolio turnover rates during prior fiscal years.

 Investments  in Oppenheimer  Institutional  Money Market Fund. The Fund
       can  invest  its  free  cash   balances  in  Class  E  shares  of
       Oppenheimer   Institutional   Money  Market   Fund,   to  provide
       liquidity  or  for  defensive  purposes.   The  Fund  invests  in
       Oppenheimer   Institutional   Money   Market   Fund  rather  than
       purchasing  individual  short-term  investments  to try to seek a
       higher  yield  than  it  could  obtain  on its  own.  Oppenheimer
       Institutional   Money  Market  Fund  is  a  registered   open-end
       management  investment company,  regulated as a money market fund
       under the  Investment  Company Act of 1940,  as  amended,  and is
       part of the Oppenheimer  Family of Funds. It invests in a variety
       of  short-term,  high-quality,  dollar-denominated  money  market
       instruments issued by the U.S.  Government,  domestic and foreign
       corporations,  other financial institutions,  and other entities.
       Those  investments  may have a  higher  rate of  return  than the
       investments that would be available to the Fund directly.  At the
       time of an investment,  the Manager cannot predict what the yield
       of the  Oppenheimer  Institutional  Money  Market  Fund  will  be
       because  of the wide  variety of  instruments  that fund holds in
       its  portfolio.  The  return on those  investments  may,  in some
       cases,  be lower  than the return  that  would have been  derived
       from other types of investments that would provide liquidity.  As
       a  shareholder,  the Fund  will be  subject  to its  proportional
       share of the expenses of Oppenheimer  Institutional  Money Market
       Fund's Class E shares,  including its advisory fee. However,  the
       Manager  will waive a portion of the Fund's  advisory  fee to the
       extent  of the  Fund's  share  of the  advisory  fee  paid to the
       Manager by Oppenheimer Institutional Money Market Fund.

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

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

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



How the Fund Is Managed


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

      The Manager has been an investment adviser since 1960. The
Manager and its subsidiaries and controlled affiliates managed more
than $260 billion in assets as of September 30, 2007, including other
Oppenheimer funds with more than 6 million shareholder accounts. The
Manager is located at Two World Financial Center, 225 Liberty Street,
11th Floor, New York, New York 10281-1008.

Advisory Fees. Under the Investment Advisory Agreement, the Fund
      pays the Manager an advisory fee, calculated on the daily
      net assets of the Fund, 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 $2.5 billion, 0.60% of the next $2.5 billion, 0.58% of
      the next $4 billion, 0.56% of the next $8 billion and 0.54%
      of average annual net assets over $23 billion. The Fund's
      advisory fee for the period ended September 30, 2007 was
      0.62% of average annual net assets for each class of shares.

                  A discussion regarding the basis for the Board of
Trustees' approval of the Fund's investment advisory contract is
available in the Fund's Annual Report to shareholders for the fiscal
year ended September 30, 2007.


Portfolio Manager.  The portfolio manager of the Fund is Rajeev
Bhaman.  He is the person principally responsible for the day-to-day
management of the Fund's portfolio.

Mr. Bhaman, CFA, has been a Vice President of the Fund since December
2005 and a portfolio manager of the Fund since August 2004. Mr. Bhaman
has been a Senior Vice President of the Manager since May 2006 and was
previously a Vice President of the Manager since January 1997. He is
also an officer and portfolio manager of other portfolios in the
OppenheimerFunds complex.

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


ABOUT YOUR ACCOUNT

How to Buy Shares


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

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

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

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

      accounts that OppenheimerFunds offers, more fully described below
      under "Special Investor Services," you can start your account
      with as little as $500.

o     By using an Asset Builder Plan or Automatic Exchange Plan
      (details are in the Statement of Additional Information), or
      government allotment plan, you can make an initial investment for
      as little as $500. The minimum subsequent investment is $50,
      except that for any account established under one of these plans
      prior to November 1, 2002, the minimum additional investment will
      remain $25.
o     A minimum initial investment of $250 applies to certain fee based
      programs that have an agreement with the Distributor. The minimum
      subsequent investment for those programs is $50.
o     The minimum investment requirement does not apply to reinvesting
      dividends from the Fund or other Oppenheimer funds (a list of
      them appears in the Statement of Additional Information, or you
      can ask your dealer or call the Transfer Agent), or reinvesting
      distributions from unit investment trusts that have made
      arrangements with the Distributor.

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



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


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

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

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

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

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

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


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

WHAT CLASSES OF SHARES 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 a special agreement with the
      Distributor.


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

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


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

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

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


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


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

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

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


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


HOW CAN YOU BUY CLASS A SHARES? Class A shares are sold at their
offering price, which is normally net asset value plus an initial sales
charge. However, in some cases, described below, purchases are not
subject to an initial sales charge, and the offering price will be the
net asset value. In other cases, reduced sales charges may be
available, as described below or in the Statement of Additional
Information. Out of the amount you invest, 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 a
                          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           5.50%             5.82%             4.75%
 less than $50,000
 -------------------------------------------------------------------------------
 -------------------------------------------------------------------------------
 $50,000 or more but           4.75%             4.99%             4.00%
 less than $100,000
 -------------------------------------------------------------------------------
 -------------------------------------------------------------------------------
 $100,000 or more but          3.75%             3.90%             3.00%
 less than $250,000
 -------------------------------------------------------------------------------
 -------------------------------------------------------------------------------
 $250,000 or more but          2.50%             2.56%             2.00%
 less than $500,000
 -------------------------------------------------------------------------------
 -------------------------------------------------------------------------------
 $500,000 or more but          2.00%             2.04%             1.60%
 less than $1 million
 -------------------------------------------------------------------------------
Due to rounding,  the actual  sales charge for a particular  transaction
may be higher or lower than the rates listed above.


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

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

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


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


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

o     Letter of Intent. You may also qualify for reduced Class A sales
      charges by submitting a Letter of Intent to the Distributor. A
      Letter of Intent is a written statement of your intention to
      purchase a specified value of Class A, Class B or Class C shares
      of the Fund or other Oppenheimer funds over a 13 month period.
      Purchases made before the date of submitting a Letter of Intent
      will not be counted towards satisfying the purchases specified in
      the Letter. The Letter of Intent period will begin on the date of
      the first purchase following the submission of the Letter and
      will run for 13 months.The total amount of your intended
      purchases will determine the reduced sales charge rate that will
      apply to your Class A share purchases of the Fund during that
      period.

    Your Class N shares, and any Class A shares of Oppenheimer Money
    Market Fund, Inc. or Oppenheimer Cash Reserves on which you have
    not paid a sales charge, will not be counted for this purpose.
    Submitting a Letter of Intent does not obligate you to purchase the
    specified amount of shares.


    If you do not complete the anticipated purchases, you will be
    charged the difference between the sales charge that you paid and
    the sales charge that would apply to the actual value of shares you
    purchased. A certain portion of your shares will be held in escrow
    by the Fund's Transfer Agent for this purpose. Please refer to "How
    to Buy Shares - Letters of Intent" in the Fund's Statement of
    Additional Information for more complete information.

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


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

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

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

      Reinvestment Privilege. Within six months of a redemption of
      certain Class A and Class B shares, the proceeds may be
      reinvested in Class A shares of the Fund, or any of the
      other Oppenheimer funds into which shares of the Fund may be
      exchanged, without a sales charge. This privilege applies to
      redemptions of Class A shares that were subject to an
      initial sales charge or Class A or Class B shares that were
      subject to a contingent deferred sales charge when redeemed.
      The investor must ask the Transfer Agent or his or her
      financial intermediary for that privilege at the time of
      reinvestment and must identify the account from which the
      redemption was made. This reinvestment privilege does not
      apply to reinvestment purchases made through automatic
      investment options.

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

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

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

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

Class A Purchases by Certain Retirement Plans. There is no initial
sales charge on purchases of Class A shares of the Fund by certain
retirement plans that have $1 million or more in plan assets or that
are part of a retirement plan or platform offered by banks,
broker-dealers, financial advisors, insurance companies or
recordkeepers. There is no contingent deferred sales charge on
redemptions of any group retirement plan shares purchased after March
1, 2007, or certain retirement plan shares offered through banks,
broker-dealers, financial advisors, insurance companies or
recordkeepers.

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

o     For retirement plans that have $5 million or more in plan assets
         within the first six months from the time the account was
         established, the Distributor may pay dealers of record
         concessions equal to 0.25% of the purchase price of Class A
         shares from its own resources at the time of sale. Those
         payments are subject to certain exceptions described in
         "Retirement Plans" in the Statement of Additional Information.


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

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

-------------------------------------------------------------------------------
Years Since Beginning of Month in       Contingent Deferred Sales Charge on
Which Purchase Order was Accepted       Redemptions in That Year
                                        (As % of Amount Subject to Charge)
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
0 - 1                                   5.0%
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
1 - 2                                   4.0%
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
2 - 3                                   3.0%
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
3 - 4                                   3.0%
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
4 - 5                                   2.0%
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
5 - 6                                   1.0%
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
More than 6                             None
-------------------------------------------------------------------------------

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

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


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


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


      Class N shares are sold at net asset value without an initial
sales charge. A contingent deferred sales charge of 1.0% will be
imposed upon the redemption of Class N shares, if:
o     The group retirement plan is terminated or Class N shares of all

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

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


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


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


DISTRIBUTION AND SERVICE (12b-1) PLANS.


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

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


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


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


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

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

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

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


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

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

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

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

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

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


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


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


Special Investor Services

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

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


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


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

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

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

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

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


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

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


RETIREMENT PLANS. You may buy shares of the Fund for your retirement
plan account. If you participate in a plan sponsored by your employer,
the plan trustee or administrator must buy the shares for your plan
account. The Distributor also offers a number of different retirement
plans that individuals and employers can use:

Individual Retirement Accounts (IRAs). These include regular IRAs, Roth
      IRAs, SIMPLE IRAs and rollover IRAs.

SEP-IRAs. These are Simplified Employee Pension Plan IRAs for small
      business owners or self-employed individuals.

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

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

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

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

How to Sell Shares


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


      Redemption Fee. The Fund imposes a 2% redemption fee on the
proceeds of Fund shares that are redeemed within 30 days of their
purchase. The fee also applies in the case of shares redeemed in
exchange transactions. The redemption fee is collected by the Transfer
Agent and paid to the Fund. It is intended to help offset the trading,
market impact, and administrative costs associated with short-term
money movements into and out of the Fund, and to help deter excessive
short term trading. The 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 that were acquired by exchange, the holding period
is measured from the date the shares were acquired in the exchange
transaction. Shares held the longest will be redeemed first.

      The redemption fee is not imposed on shares:


o     held in omnibus accounts of certain financial intermediaries,
            such as a broker-dealer or a retirement plan fiduciary if
            those institutions have not implemented the system changes
            necessary to be capable of processing the redemption fee.
            However, account holders whose investments in the Fund are
            held in omnibus accounts through certain other financial
            intermediaries may be subject to the redemption fee on
            terms that are generally in accordance with the redemption
            fee terms in this prospectus but that may differ in certain
            details. For certain retirement plans treated as omnibus
            accounts by the Fund's Transfer Agent, the redemption fee
            may be charged on participant initiated exchanges or
            redemptions. Shares held in retirement plans that are not
            in omnibus accounts, such as Oppenheimer-sponsored
            retirement plans, IRAs, and 403(b)(7) plans are also
            subject to the redemption fee. You should consult with your
            financial intermediary or retirement plan provider for more
            details on this redemption fee;

o     held by investors in certain asset allocation programs that offer
            automatic re-balancing or wrap-fee or similar fee-based
            programs and that have been identified to the Distributor
            and the Transfer Agent;

o     redeemed for rebalancing transactions under the OppenheimerFunds
            Portfolio Builder program;

o     redeemed pursuant to an OppenheimerFunds automatic withdrawal
            plan;

o     redeemed due to the death or disability of the shareholder;

o     redeemed as part of an automatic dividend exchange election
            established in advance of the exchange;

o     redeemed to pay fees assessed by the Fund or the Transfer Agent
            against the account;

o     redeemed from accounts for which the dealer, broker or financial
            institution of record has entered into an agreement with
            the Distributor that permits such redemptions without the
            imposition of these fees, such as asset allocation programs;

o     redeemed for conversion of Class B shares to Class A shares or
            pursuant to fund mergers; and

o     involuntary redemptions resulting from failure to meet account
            minimums.

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.

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

HOW DO YOU SELL SHARES BY MAIL? Write a letter of instruction that
includes:

   o  Your name

   o  The Fund's name


   o  Your Fund account number (from your account statement)

   o  The dollar amount or number of shares to be redeemed

   o  Any special payment instructions

   o  Any share certificates for the shares you are selling

   o  The signatures of all registered owners exactly as the account is
      registered, and

   o  Any special documents requested by the Transfer Agent to assure
      proper authorization of the person asking to sell the shares.

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

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

   o  To redeem shares through a service representative or
      automatically on PhoneLink, call 1.800.225.5677.

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

Are There Limits on Amounts Redeemed by Telephone?

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

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

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

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


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


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

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

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

o     shares  redeemed  in  the  special   circumstances   described  in
      Appendix A to the Statement of Additional Information.

      To determine whether a contingent deferred sales charge applies

to a redemption, the Fund redeems shares in the following order:

   1. shares acquired by reinvestment of dividends and capital gains
      distributions,

   2. shares held for the holding period that applies to the class, and

   3. shares held the longest during the holding period.

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

How to Exchange Shares

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

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

   o  The selected fund must offer the exchange privilege.

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

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

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

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

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

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


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


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

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

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

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


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


ARE THERE LIMITATIONS ON FREQUENT PURCHASES, REDEMPTIONS AND EXCHANGES?


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

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

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

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

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

o     Redemptions of Shares. These exchange policy limits do not apply
      to redemptions of shares. Shareholders are permitted to redeem
      their shares on any regular business day, subject to the terms of
      this prospectus. The Fund assesses a 2% fee on the proceeds of
      Fund shares that are redeemed or exchanged within 30 days after
      their purchase in certain circumstances. Further details are
      provided under "How to Sell Shares."

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


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


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

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

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

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

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


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

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


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


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


Shareholder Account Rules and Policies


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

A $12 annual "Minimum Balance Fee" is assessed on each Fund account
      with a value of less than $500. The fee is automatically deducted
      from each applicable Fund account annually in September. See the
      Statement of Additional Information to learn how you can avoid
      this fee and for circumstances under which this fee will not be
      assessed.

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

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

The Transfer Agent will record any telephone calls to verify data
      concerning transactions and has adopted other procedures to
      confirm that telephone instructions are genuine, by requiring
      callers to provide tax identification numbers and other account
      data or by using PINs, and by confirming such transactions in
      writing. The Transfer Agent and the Fund will not be liable for
      losses or expenses arising out of telephone instructions
      reasonably believed to be genuine.

Redemption or transfer requests will not be honored until the Transfer
      Agent receives all required documents in proper form. From time
      to time, the Transfer Agent in its discretion may waive certain
      of the requirements for redemptions stated in this prospectus.

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

The redemption price for shares will vary from day to day because the
      value of the securities in the Fund's portfolio fluctuates. The
      redemption price, which is the net asset value per share, will
      normally differ for each class of shares. The redemption value of
      your shares may be more or less than their original cost.

Payment for redeemed shares ordinarily is made in cash. It is forwarded
      by check, or through AccountLink or by Federal Funds wire (as
      elected by the shareholder) within seven days after the Transfer
      Agent receives redemption instructions in proper form. However,
      under unusual circumstances determined by the Securities and
      Exchange Commission, payment may be delayed or suspended. For
      accounts registered in the name of a broker-dealer, payment will
      normally be forwarded within three business days after
      redemption.

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

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

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

Federal regulations may require the Fund to obtain your name, your date
      of birth (for a natural person), your residential street address
      or principal place of business and your Social Security Number,
      Employer Identification Number or other government issued
      identification when you open an account. Additional information
      may be required in certain circumstances or to open corporate
      accounts. The Fund or the Transfer Agent may use this information
      to attempt to verify your identity. The Fund may not be able to
      establish an account if the necessary information is not
      received. The Fund may also place limits on account transactions
      while it is in the process of attempting to verify your identity.
      Additionally, if the Fund is unable to verify your identity after
      your account is established, the Fund may be required to redeem
      your shares and close your account.

"Backup withholding" of federal income tax may be applied against
      taxable dividends, distributions and redemption proceeds
      (including exchanges) if you fail to furnish the Fund your
      correct, certified Social Security or Employer Identification
      Number when you sign your application, or if you under-report
      your income to the Internal Revenue Service.

To avoid sending duplicate copies of materials to households, the Fund
      will mail only one copy of each prospectus, annual and
      semi-annual report and annual notice of the Fund's privacy policy
      to shareholders having the same last name and address on the
      Fund's records. The consolidation of these mailings, called
      householding, benefits the Fund through reduced mailing expense.


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

Dividends, Capital Gains and Taxes


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


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

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

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

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

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

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


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

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

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

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

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

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

Financial Highlights

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



FINANCIAL HIGHLIGHTS
--------------------------------------------------------------------------------



CLASS A    YEAR ENDED SEPTEMBER 30,                2007               2006           2005          2004             2003
---------------------------------------------------------------------------------------------------------------------------

PER SHARE OPERATING DATA
---------------------------------------------------------------------------------------------------------------------------
Net asset value, beginning of period        $     72.17        $     66.16    $     52.64    $    44.32       $    35.25
---------------------------------------------------------------------------------------------------------------------------
Income (loss) from investment operations:
Net investment income                               .54 1              .42 1          .39 1         .21              .21
Net realized and unrealized gain                  13.74               8.04          13.47          8.45             8.86
                                            -------------------------------------------------------------------------------
Total from investment operations                  14.28               8.46          13.86          8.66             9.07
---------------------------------------------------------------------------------------------------------------------------
Dividends and/or distributions to
   shareholders:
Dividends from net investment income               (.71)              (.43)          (.34)         (.34)              --
Distributions from net realized gain              (4.21)             (2.02)            --            --               --
                                            -------------------------------------------------------------------------------
Total dividends and/or distributions
   to shareholders                                (4.92)             (2.45)          (.34)         (.34)              --
---------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period              $     81.53        $     72.17    $     66.16    $    52.64       $    44.32
                                            ===============================================================================

---------------------------------------------------------------------------------------------------------------------------
TOTAL RETURN, AT NET ASSET VALUE 2                20.58%             13.13%         26.40%        19.58%           25.73%
---------------------------------------------------------------------------------------------------------------------------

---------------------------------------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA
---------------------------------------------------------------------------------------------------------------------------
Net assets, end of period (in thousands)    $13,935,013        $12,130,083    $10,418,176    $8,232,135       $5,904,063
---------------------------------------------------------------------------------------------------------------------------
Average net assets (in thousands)           $13,298,893        $11,451,054    $ 9,449,471    $7,542,447       $4,950,791
---------------------------------------------------------------------------------------------------------------------------
Ratios to average net assets: 3
Net investment income                              0.71%              0.61%          0.66%         0.48%            0.59%
Total expenses                                     1.05% 4,5,6        1.08% 6        1.12% 6       1.15% 6,7        1.23% 6
---------------------------------------------------------------------------------------------------------------------------
Portfolio turnover rate                              15%                23%            29%           22%              46%


1. Per share amounts calculated based on the average shares outstanding during
the period.

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 less than one full
year. Returns do not reflect the deduction of taxes that a shareholder would pay
on fund distributions or the redemption of fund shares.

3. Annualized for periods less than one full year.

4. Total expenses including indirect expenses from affiliated fund were as
follows:

      Year Ended September 30, 2007      1.05%

5. Voluntary waiver or reimbursement of indirect management fees less than
0.005%.

6. Reduction to custodian expenses less than 0.005%.

7. Voluntary waiver of transfer agent fees less than 0.005%.







CLASS B    YEAR ENDED SEPTEMBER 30,                2007               2006           2005          2004             2003
--------------------------------------------------------------------------------------------------------------------------

PER SHARE OPERATING DATA
--------------------------------------------------------------------------------------------------------------------------
Net asset value, beginning of period        $     67.09        $     61.72    $     49.24    $    41.52       $    33.30
--------------------------------------------------------------------------------------------------------------------------
Income (loss) from investment operations:
Net investment loss                                (.07) 1            (.14) 1        (.09) 1       (.31)            (.25)
Net realized and unrealized gain                  12.77               7.53          12.57          8.03             8.47
                                            ------------------------------------------------------------------------------
Total from investment operations                  12.70               7.39          12.48          7.72             8.22
--------------------------------------------------------------------------------------------------------------------------
Dividends and/or distributions to
  shareholders:
Dividends from net investment income                 --                 --             --            -- 2             --
Distributions from net realized gain              (4.21)             (2.02)            --            --               --
                                            ------------------------------------------------------------------------------
Total dividends and/or distributions
   to shareholders                                (4.21)             (2.02)            --            --               --
--------------------------------------------------------------------------------------------------------------------------

Net asset value, end of period              $     75.58        $     67.09    $     61.72    $    49.24       $    41.52
                                            ==============================================================================

--------------------------------------------------------------------------------------------------------------------------
TOTAL RETURN, AT NET ASSET VALUE 3                19.64%             12.26%         25.35%        18.60%           24.69%
--------------------------------------------------------------------------------------------------------------------------

--------------------------------------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA
--------------------------------------------------------------------------------------------------------------------------
Net assets, end of period (in thousands)    $ 1,182,184        $ 1,365,386    $ 1,488,390    $1,329,910       $1,224,725
--------------------------------------------------------------------------------------------------------------------------
Average net assets (in thousands)           $ 1,285,702        $ 1,447,546    $ 1,430,704    $1,361,457       $1,113,678
--------------------------------------------------------------------------------------------------------------------------
Ratios to average net assets: 4
Net investment loss                               (0.10)%            (0.22)%        (0.16)%       (0.39)%          (0.27)%
Total expenses                                     1.84% 5            1.89%          1.93%         1.98%            2.07%
Expenses after payments, waivers and/or
reimbursements and reduction to
custodian expenses                                 1.84%              1.89%          1.93%         1.97%            2.07%
--------------------------------------------------------------------------------------------------------------------------
Portfolio turnover rate                              15%                23%            29%           22%              46%


1. Per share amounts calculated based on the average shares outstanding during
the period.

2. Less than $0.005 per share.

3. 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 less than one full
year. Returns do not reflect the deduction of taxes that a shareholder would pay
on fund distributions or the redemption of fund shares.

4. Annualized for periods less than one full year.

5. Total expenses including indirect expenses from affiliated fund were as
follows:

      Year Ended September 30, 2007      1.84%





FINANCIAL HIGHLIGHTS  Continued
--------------------------------------------------------------------------------



CLASS C    YEAR ENDED SEPTEMBER 30,                2007               2006           2005          2004             2003
--------------------------------------------------------------------------------------------------------------------------

PER SHARE OPERATING DATA
--------------------------------------------------------------------------------------------------------------------------
Net asset value, beginning of period        $     68.23        $     62.72    $     50.00    $    42.19       $    33.82
--------------------------------------------------------------------------------------------------------------------------
Income (loss) from investment operations:
Net investment loss                                (.03) 1            (.10) 1        (.06) 1       (.04)            (.04)
Net realized and unrealized gain                  12.99               7.63          12.78          7.91             8.41
                                            ------------------------------------------------------------------------------
Total from investment operations                  12.96               7.53          12.72          7.87             8.37
--------------------------------------------------------------------------------------------------------------------------
Dividends and/or distributions to
   shareholders:
Dividends from net investment income               (.05)                --             --          (.06)              --
Distributions from net realized gain              (4.21)             (2.02)            --            --               --
                                            ------------------------------------------------------------------------------
Total dividends and/or distributions
   to shareholders                                (4.26)             (2.02)            --          (.06)              --
--------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period              $     76.93        $     68.23    $     62.72    $    50.00       $    42.19
                                            ==============================================================================

--------------------------------------------------------------------------------------------------------------------------
TOTAL RETURN, AT NET ASSET VALUE 2                19.69%             12.29%         25.44%        18.66%           24.75%
--------------------------------------------------------------------------------------------------------------------------

--------------------------------------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA
--------------------------------------------------------------------------------------------------------------------------
Net assets, end of period (in thousands)    $ 1,549,182        $ 1,352,705    $ 1,135,134    $  846,382       $  610,815
--------------------------------------------------------------------------------------------------------------------------
Average net assets (in thousands)           $ 1,481,391        $ 1,264,053    $   998,745    $  778,637       $  508,597
--------------------------------------------------------------------------------------------------------------------------
Ratios to average net assets: 3
Net investment loss                               (0.04)%            (0.15)%        (0.10)%       (0.29)%          (0.20)%
Total expenses                                     1.80% 4            1.84%          1.88%         1.91%            2.02%
Expenses after payments, waivers and/or
   reimbursements and reduction to
   custodian expenses                              1.80%              1.84%          1.87%         1.91%            2.02%
--------------------------------------------------------------------------------------------------------------------------
Portfolio turnover rate                              15%                23%            29%           22%              46%


1. Per share amounts calculated based on the average shares outstanding during
the period.

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 less than one full
year. Returns do not reflect the deduction of taxes that a shareholder would pay
on fund distributions or the redemption of fund shares.

3. Annualized for periods less than one full year.

4. Total expenses including indirect expenses from affiliated fund were as
follows:

      Year Ended September 30, 2007      1.80%







CLASS N    YEAR ENDED SEPTEMBER 30,                2007               2006           2005          2004             2003
-------------------------------------------------------------------------------------------------------------------------

PER SHARE OPERATING DATA
-------------------------------------------------------------------------------------------------------------------------
Net asset value, beginning of period        $     71.45        $     65.53    $     52.21    $    44.04       $    35.13
-------------------------------------------------------------------------------------------------------------------------
Income (loss) from investment operations:
Net investment income                               .24 1              .16 1          .16 1         .09              .10
Net realized and unrealized gain                  13.60               7.96          13.33          8.32             8.81
                                            -----------------------------------------------------------------------------
Total from investment operations                  13.84               8.12          13.49          8.41             8.91
-------------------------------------------------------------------------------------------------------------------------
Dividends and/or distributions to
   shareholders:
Dividends from net investment income               (.27)              (.18)          (.17)         (.24)              --
Distributions from net realized gain              (4.21)             (2.02)            --            --               --
                                            -----------------------------------------------------------------------------
Total dividends and/or distributions
   to shareholders                                (4.48)             (2.20)          (.17)         (.24)              --
-------------------------------------------------------------------------------------------------------------------------

Net asset value, end of period              $     80.81        $     71.45    $     65.53    $    52.21       $    44.04
                                            =============================================================================

-------------------------------------------------------------------------------------------------------------------------
TOTAL RETURN, AT NET ASSET VALUE 2                20.10%             12.69%         25.88%        19.13%           25.36%
-------------------------------------------------------------------------------------------------------------------------

-------------------------------------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA
-------------------------------------------------------------------------------------------------------------------------
Net assets, end of period (in thousands)    $   466,691        $   420,221    $   324,647    $  219,888       $  108,641
-------------------------------------------------------------------------------------------------------------------------
Average net assets (in thousands)           $   461,018        $   381,875    $   272,659    $  173,134       $   77,891
-------------------------------------------------------------------------------------------------------------------------
Ratios to average net assets: 3
Net investment income                              0.32%              0.24%          0.27%         0.14%            0.36%
Total expenses                                     1.46% 4            1.47%          1.51%         1.58%            1.66%
Expenses after payments, waivers and/or
  reimbursements and reduction to
  custodian expenses                               1.46%              1.47%          1.51%         1.53%            1.53%
-------------------------------------------------------------------------------------------------------------------------
Portfolio turnover rate                              15%                23%            29%           22%              46%


1. Per share amounts calculated based on the average shares outstanding during
the period.

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 less than one full
year. Returns do not reflect the deduction of taxes that a shareholder would pay
on fund distributions or the redemption of fund shares.

3. Annualized for periods less than one full year.

4. Total expenses including indirect expenses from affiliated fund were as
follows:

      Year Ended September 30, 2007      1.46%





FINANCIAL HIGHLIGHTS  Continued
--------------------------------------------------------------------------------



CLASS Y    YEAR ENDED SEPTEMBER 30,                2007               2006           2005          2004             2003
-------------------------------------------------------------------------------------------------------------------------

PER SHARE OPERATING DATA
-------------------------------------------------------------------------------------------------------------------------
Net asset value, beginning of period        $     72.75        $     66.65    $     52.99    $    44.57       $    35.38
-------------------------------------------------------------------------------------------------------------------------
Income (loss) from investment operations:
Net investment income                               .86 1              .72 1          .49 1         .28              .20
Net realized and unrealized gain                  13.79               8.06          13.64          8.55             8.99
                                            -----------------------------------------------------------------------------
Total from investment operations                  14.65               8.78          14.13          8.83             9.19
-------------------------------------------------------------------------------------------------------------------------
Dividends and/or distributions to
   shareholders:
Dividends from net investment income              (1.15)              (.66)          (.47)         (.41)              --
Distributions from net realized gain              (4.21)             (2.02)            --            --               --
                                            -----------------------------------------------------------------------------
Total dividends and/or distributions
   to shareholders                                (5.36)             (2.68)          (.47)         (.41)              --
-------------------------------------------------------------------------------------------------------------------------

Net asset value, end of period              $     82.04        $     72.75    $     66.65    $    52.99       $    44.57
                                            =============================================================================

-------------------------------------------------------------------------------------------------------------------------
TOTAL RETURN, AT NET ASSET VALUE 2                21.00%             13.57%         26.76%        19.89%           25.98%
-------------------------------------------------------------------------------------------------------------------------

-------------------------------------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA
-------------------------------------------------------------------------------------------------------------------------
Net assets, end of period (in thousands)    $ 1,024,925        $   602,225    $   252,248    $  403,736       $  263,670
-------------------------------------------------------------------------------------------------------------------------
Average net assets (in thousands)           $   818,654        $   434,064    $   252,837    $  350,225       $  207,637
-------------------------------------------------------------------------------------------------------------------------
Ratios to average net assets: 3
Net investment income                              1.11%              1.03%          0.82%         0.73%            0.82%
Total expenses                                     0.68% 4            0.72%          0.81%         0.91%            1.06%
Expenses after payments, waivers and/or
   reimbursements and reduction to
   custodian expenses                              0.68%              0.72%          0.81%         0.91%            1.03%
-------------------------------------------------------------------------------------------------------------------------
Portfolio turnover rate                              15%                23%            29%           22%              46%


1. Per share amounts calculated based on the average shares outstanding during
the period.

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 less than one full
year. Returns do not reflect the deduction of taxes that a shareholder would pay
on fund distributions or the redemption of fund shares.

3. Annualized for periods less than one full year.

4. Total expenses including indirect expenses from affiliated fund were as
follows:

      Year Ended September 30, 2007      0.68%

INFORMATION AND SERVICES

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


Information about the Fund including the Statement of Additional
Information can be reviewed and copied at the Securities and Exchange
Commission's Public Reference Room in Washington, D.C. Information on
the operation of the Public Reference Room may be obtained by calling
the Securities and Exchange Commission at 1.202.551.8090. Reports and
other information about the Fund are available on the EDGAR database on
the Securities and Exchange Commission's Internet website at
www.sec.gov. Copies may be obtained after payment of a duplicating fee
by electronic request at the Securities and Exchange Commission's
e-mail address: publicinfo@sec.gov or by writing to the Securities and
Exchange Commission 's Public Reference Section, Washington, D.C.
20549-0102.

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



The Fund's shares are distributed by:                [logo]
OppenheimerFunds Distributor, Inc.
The Fund's SEC File No.: 811-1810
PR0330.001.1207
Printed on recycled paper




                       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 or taxes.  Set forth below are
the relevant data points that will appear on the bar chart.


Calendar Year Ended                 Annual Total Returns


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%
12/31/03                                  43.08%
12/31/04                                  18.67%
12/31/05                                  13.83%
12/31/06                                  17.38%


Oppenheimer
Global Fund

6803 S. Tucson Way, Centennial, CO 80112
1.800.CALL OPP (225.5677)


Statement of Additional Information dated December 21, 2007

      This Statement of Additional Information ("SAI") is not a Prospectus.
This document contains additional information about the Fund and supplements
information in the Prospectus dated December 21, 2007.  It should be read
together with the Prospectus. You can obtain the Prospectus by writing to the
Fund's Transfer Agent, OppenheimerFunds Services, at P.O. Box 5270, Denver,
Colorado 80217, or by calling the Transfer Agent at the toll-free number
shown above, or by downloading it from the OppenheimerFunds Internet website
at www.oppenheimerfunds.com.


Contents
                                                                        Page
About the Fund
Additional Information About the Fund's Investment Policies and Risks..
    The Fund's Investment Policies.....................................
    Other Investment Techniques and Strategies.........................
    Other Investment Restrictions......................................
    Disclosure of Portfolio Holdings...................................
How the Fund is Managed ...............................................
    Organization and History...........................................
    Board of Trustees and Oversight Committees.........................
    Trustees and Officers of the Fund..................................
    The Manager........................................................
Brokerage Policies of the Fund.........................................
Distribution and Service Plans.........................................
Payments to Fund Intermediaries........................................
Performance of the Fund................................................

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

Financial Information About the Fund
Report from Independent Registered Public Accounting Firm..............
Financial Statements...................................................


Appendix A: Special Sales Charge Arrangements and Waivers.............. A-1


ABOUT THE FUND

Additional Information About the Fund's Investment Policies and Risks

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

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

      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.

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 of capital appreciation.
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
capital appreciation. The Fund limits investments in unseasoned issuers
because the Fund currently focuses its investments in mid- and large-cap
companies.

o     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.

o     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 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.

o     Rights and Warrants.  Warrants basically are options to purchase equity
securities at specific prices valid for a specific period of time. The market
for them may be very limited and they may difficult for the Fund to dispose
of promptly at an acceptable price. Their prices do not necessarily move
parallel to the prices of the underlying securities and they may often rise
in value or fall in value more quickly than 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.

o     Preferred Stocks. Preferred stocks are equity securities but have
certain attributes of debt securities. Preferred stock, unlike common stock,
has a stated dividend rate payable from the corporation's earnings. Preferred
stock dividends may be cumulative or non-cumulative, participating, or
auction rate. "Cumulative" dividend provisions require all or a portion of
prior unpaid dividends to be paid before the issuer can pay dividends on
common shares.

      If interest rates rise, the fixed dividend on preferred stocks may be
less attractive, causing the price of preferred stocks to decline. Preferred
stock may have mandatory sinking fund provisions, as well as provisions for
their call or redemption prior to maturity which can have a negative effect
on their prices when interest prior to maturity rates decline. Preferred
stock may be "participating" stock, which means that it may be entitled to a
dividend exceeding the stated dividend in certain cases.

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

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

|X|   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 considered "foreign
securities" for the purpose of the Fund's investment allocations. They are
subject to some of the special considerations and risks, discussed below,
that apply to foreign securities traded and held abroad.

      Because the Fund 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.

o     Risks of Foreign Investing.  Investments in foreign securities may
offer special opportunities for investing but also present special additional
risks and considerations not typically associated with investments in
domestic securities. Some of these additional risks are:
o     reduction of income by foreign taxes;
o     fluctuation in value of foreign investments due to changes in currency
               rates, currency devaluation or currency control regulations
               (for example, currency blockage);
o     transaction charges for currency exchange;
o     lack of public information about foreign issuers;
o     lack of uniform accounting, auditing and financial reporting standards
               in foreign countries comparable to those applicable to
               domestic issuers;
o     less volume on foreign exchanges than on U.S. exchanges;
o     greater volatility and less liquidity on foreign markets than in the
               U.S.;
o     less governmental regulation of foreign issuers, 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     foreign withholding taxes on interest and dividends,
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.

o     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 objective of capital appreciation.

      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.



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

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


      |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 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.

o     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.

o     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. 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 IRC.


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 Manager from time to time.

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

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

o     Reverse Repurchase Agreements. The Fund can use reverse repurchase
agreements on debt obligations it owns. Under a reverse repurchase agreement,
the Fund sells an underlying debt obligation and simultaneously agrees to
repurchase the same security at an agreed-upon price at an agreed-upon date.
The Fund will identify on its books liquid assets in an amount sufficient to
cover its obligations under reverse repurchase agreements, including
interest, until payment is made to the seller.

      These transactions involve the risk that the market value of the
securities sold by the Fund under a reverse repurchase agreement could
decline below the price at which the Fund is obligated to repurchase them.
These agreements are considered borrowings by the Fund and will be subject to
the asset coverage requirement under the Fund's policy on borrowing discussed
below.

|X|   Real Estate Investment Trusts (REITs). The Fund can invest in real
estate investment trusts, as well as real estate development companies and
operating companies. It can also buy shares of companies engaged in other
real estate businesses. REITs are trusts that sell shares to investors and
use the proceeds to invest in real estate. A REIT can focus on a particular
project, such as a shopping center or apartment complex, or may buy many
properties or properties located in a particular geographic region.

      To the extent a REIT focuses on a particular project, sector of the
real estate market or geographic region, its share price will be affected by
economic and political events affecting that project, sector or geographic
region. Property values may fall due to increasing vacancies or declining
rents resulting from unanticipated economic, legal, cultural or technological
developments. REIT prices also may drop because of the failure of borrowers
to pay their loans, a dividend cut, a disruption to the real estate
investment sales market, changes in federal or state taxation policies
affecting REITs, and poor management.

|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 applicable
securities laws, the Fund may have to cause those securities to be
registered.  The expenses of registering restricted securities may be
negotiated by the Fund with the issuer at the time the Fund buys the
securities.  When the Fund must arrange registration because the Fund wishes
to sell the security, a considerable period may elapse between the time the
decision is made to sell the security and the time the security is registered
so that the Fund could sell it. The Fund would bear the risks of any downward
price fluctuation during that period.

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

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

      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.  The Fund may lend its portfolio
securities pursuant to policies approved by the Fund's Board. 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 net assets.


      The Fund has entered into a Securities Lending Agreement (the
"Securities Lending Agreement") with JPMorgan Chase Bank, N.A. ("JPMorgan
Chase"). Under the Securities Lending Agreement and applicable regulatory
requirements (which are subject to change), the collateral for such loans
must, on each business day, be at least equal to the value of the loaned
securities and must consist of cash, bank letters of credit or securities of
the U.S. Government (or its agencies or instrumentalities), or other cash
equivalents in which the Fund is permitted to invest. To be acceptable as
collateral, a bank letter of credit must obligate the bank to pay to JPMorgan
Chase, as agent, amounts demanded by the Fund if the demand meets the terms
of the letter. Both the issuing bank and the terms of the letter of credit
must be satisfactory to JPMorgan Chase and the Fund. The terms of the loans
must also meet applicable tests under the IRC and permit the Fund to
reacquire loaned securities on five business days' notice or in time to vote
on any material matters. The Securities Lending Agreement may be terminated
by either JPMorgan Chase or the Fund on 30 days' written notice.


      Pursuant to the Securities Lending Agreement, the Fund will receive a
percentage of all annual net income (i.e., net of rebates to the borrower and
certain other approved expenses) from securities lending transactions. Such
net income includes earnings from the investment of any cash collateral
received from a borrower and loan fees paid or payable by a borrower in
connection with loans secured by collateral other than cash.

      There are some risks in connection with securities lending, including
possible delays in receiving additional collateral from the borrower to
secure a loan or delays in recovering the loaned securities if the borrower
defaults. JPMorgan Chase has agreed, in general, to guarantee the obligations
of borrowers to return loaned securities to the Fund and to be responsible
for expenses relating to securities lending. The Fund, however, will be
responsible for risks associated with the investment of cash collateral,
including the risk of a default by the issuer of a security in which cash
collateral has been invested. If that occurs, the Fund may incur additional
costs in seeking to obtain the collateral or may lose the amount of the
collateral investment. The Fund may also lose money if the value of the
investments purchased with cash collateral decreases.

|X|   Borrowing for Leverage.  The Fund may not borrow money, except to the
extent permitted under the Investment Company Act, the rules or regulations
thereunder or any exemption therefrom that is applicable to the Fund, as such
statute, rules or regulations may be amended or interpreted from time to
time. Borrowing may entail "leverage," and may be a speculative investment
strategy. Any borrowing will be made only from banks and, pursuant to the
requirements of the Investment Company Act, will 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 SAI.  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- 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.

o     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").

      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. 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.

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

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

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

o     Writing Covered Call Options.  The Fund can write (that is, sell)
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.

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

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

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

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

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

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

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

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

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

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

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

      The Fund's option activities could affect its 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.

o     Forward Contracts.  Forward contracts are foreign currency exchange
contracts.  They are used to buy or sell foreign currency for future delivery
at a fixed price.  The Fund uses them to "lock in" the U.S. dollar price of a
security denominated in a foreign currency that the Fund has bought or sold,
or to protect against possible losses from changes in the relative values of
the U.S. dollar and a foreign currency.  The Fund 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
on its books liquid 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.

o     Interest Rate Swap Transactions.  The Fund can enter into interest rate
swap agreements. In an interest rate swap, the Fund and another party
exchange their right to receive or their obligation to pay interest on a
security. For example, they might swap the right to receive floating rate
payments for fixed rate payments. The Fund can enter into swaps only on
securities that it owns. The Fund will not enter into swaps with respect to
more than 25% of its total assets. Also, the Fund will identify 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."

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


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


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

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


o     Tax Aspects of Certain Hedging Instruments. Certain foreign currency
exchange contracts in which the Fund may invest are treated as "Section 1256
contracts" under the IRC.  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 IRC.  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 IRC, 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 IRC
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 and Interim Investments.  When market, economic or
political 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.


Other Investment Restrictions

|X|   What Are "Fundamental Policies?" Fundamental policies are those
policies that the Fund has adopted to govern its investments that can be
changed only by the vote of a "majority" of the Fund's outstanding voting
securities.  Under the Investment Company Act, a "majority" vote is defined
as the vote of the holders of the lesser of:
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 SAI are "fundamental" only if they are
identified as such.  The Fund's Board of Trustees can change non-fundamental
policies without shareholder approval.  However, significant changes to
investment policies will be described in supplements or updates to the
Prospectus or this SAI, as appropriate. The Fund's principal 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 may not borrow money, except to the extent permitted under the
Investment Company Act, the rules or regulations thereunder or any exemption
therefrom that is applicable to the Fund, as such statute, rules or
regulations may be amended or interpreted from time to time.

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

o     The Fund cannot make loans, except to the extent permitted under the
Investment Company Act, the rules or regulations thereunder or any exemption
therefrom that is applicable to the Fund, as such statute, rules or
regulations may be amended or interpreted from time to time.

o     The Fund cannot invest 25% or more of its total assets in any one
industry. That limit does not apply to securities issued or guaranteed by the
U.S. government or its agencies and instrumentalities or securities issued by
investment companies.

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

o     The Fund cannot underwrite securities of other companies. A permitted
exception is in case 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 issue senior securities, except to the extent permitted
under the Investment Company Act, the rules and regulations thereunder or any
exemption therefrom, as such statute, rules or regulations may be amended or
interpreted from time to time.

      Unless the Prospectus or this SAI states that a percentage restriction
applies on an ongoing basis, it applies only at the time the Fund makes an
investment (except in the case of borrowing and investments in illiquid
securities). 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 classifications of industries and
groups of related industries.   These classifications are not fundamental
policies.


|X|   Does the Fund Have Additional Restrictions That Are Not "Fundamental"
Policies? The Fund has additional operating policies which are stated below,
that are not "fundamental," and which can be changed by the Board of Trustees
without shareholder approval.

o     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.

o     The Fund cannot invest in the securities of other registered investment
companies or registered unit investment trusts in reliance on sub-paragraph
(F) or (G) of section 12(d)(1) of the Investment Company Act.

o     The Fund cannot (i) invest in securities of other open-end investment
companies, except in connection with a merger, consolidation, reorganization
or acquisition of assets and except  that the Fund may purchase and redeem
shares issued by a money market fund in accordance with Rule 12d1-1 under the
Investment Company Act, as such rule may be amended from time to time, or
(ii) 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.


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


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


          Until publicly disclosed, the Fund's portfolio holdings are
    proprietary, confidential business information. While recognizing the
    importance of providing Fund shareholders with information about their
    Fund's investments and providing portfolio information to a variety of
    third parties to assist with the management, distribution and
    administrative process, the need for transparency must be balanced
    against the risk that third parties who gain access to the Fund's
    portfolio holdings information could attempt to use that information to
    trade ahead of or against the Fund, which could negatively affect the
    prices the Fund is able to obtain in portfolio transactions or the
    availability of the securities that portfolio managers are trading on the
    Fund's behalf.

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


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


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

o     The third-party recipient must first submit a request for release of
            Fund portfolio holdings, explaining the business reason for the
            request;

o     Senior officers (a Senior Vice President or above) in the Manager's
            Portfolio and Legal departments must approve the completed
            request for release of Fund portfolio holdings; and

o     The third-party recipient must sign the Manager's portfolio holdings
            non-disclosure agreement before receiving the data, agreeing to
            keep information that is not publicly available regarding the
            Fund's holdings confidential and agreeing not to trade directly
            or indirectly based on the information.

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

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


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


    Portfolio holdings information (which may include information on
    individual securities positions or multiple securities) may be provided
    to the entities listed below (1) by portfolio traders employed by the
    Manager in connection with portfolio trading, and (2) by the members of
    the Manager's Security Valuation Group and Accounting Departments in
    connection with portfolio pricing or other portfolio evaluation purposes:

o     Brokers and dealers in connection with portfolio transactions
            (purchases and sales)
o     Brokers and dealers to obtain bids or bid and asked prices (if
            securities held by the Fund are not priced by the Fund's regular
            pricing services)

o     Dealers to obtain price quotations where the Fund is not identified as
            the owner.


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

o     Response to legal process in litigation matters, such as responses to
            subpoenas or in class action matters where the Fund may be part
            of the plaintiff class (and seeks recovery for losses on a
            security) or a defendant,

o     Response to regulatory requests for information (the SEC, Financial
            Industry Regulatory Authority ("FINRA"), state securities
            regulators, and/or foreign securities authorities, including
            without limitation requests for information in inspections or for
            position reporting purposes),

o     To potential sub-advisers of portfolios (pursuant to confidentiality
            agreements),
o     To consultants for retirement plans for plan sponsors/discussions at
            due diligence meetings (pursuant to confidentiality agreements),
o     Investment bankers in connection with merger discussions (pursuant to
            confidentiality agreements).

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

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


    Any permitted release of otherwise non-public portfolio holdings
    information must be in accordance with the Fund's then-current policy on
    approved methods for communicating confidential information, including
    but not limited to the Fund's policy as to use of secure e-mail
    technology.

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


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


ABG Securities                Fortis Securities         Pacific Crest Securities
ABN AMRO                      Fox-Pitt, Kelton          Pacific Growth Equities
AG Edwards                    Friedman, Billing, Ramsey Petrie Parkman
American Technology Research  Fulcrum Global Partners   Pictet
Auerbach Grayson              Garp Research             Piper Jaffray Inc.
Banc of America Securities    George K Baum & Co.   Prager Sealy & Co.
Barclays                      Goldman Sachs             Prudential Securities
Bear Stearns                  HSBC                      Ramirez & Co.
Belle Haven                   ING Barings               Raymond James
Bloomberg                     ISI Group                 RBC Capital Markets
BNP Paribas                   ITG                       RBC Dain Rauscher
BS Financial Services         Janney Montgomery         Research Direct
Buckingham Research Group     Jefferies                 Reuters
Caris & Co.               JP Morgan Securities      Robert W. Baird
CIBC World Markets            JPP Eurosecurities        Roosevelt & Cross
Citigroup Global Markets      Keefe, Bruyette &Woods Russell
Collins Stewart               Keijser Securities        Ryan Beck & Co.
Craig-Hallum Capital Group    Kempen & Co. USA Inc. Sanford C. Bernstein
LLC
Credit Agricole Cheuvreux     Kepler Equities/Julius    Scotia Capital Markets
N.A. Inc.                     Baer Sec
Credit Suisse                 KeyBanc Capital Markets   Societe Generale
Cowen & Company           Leerink Swan              Soleil Securities Group
Daiwa Securities              Lehman Brothers           Standard & Poors
Davy                          Loop Capital Markets      Stifel Nicolaus
Deutsche Bank Securities      MainFirst Bank AG         Stone & Youngberg
Dresdner Kleinwort            Makinson Cowell US Ltd    SWS Group
Wasserstein
Emmet & Co                Maxcor Financial          Taylor Rafferty
Empirical Research            Merrill Lynch             Think Equity Partners
Enskilda Securities           Midwest Research          Thomson Financial
Essex Capital Markets         Mizuho Securities         Thomas Weisel Partners
Exane BNP Paribas             Morgan Stanley            UBS
Factset                       Morningstar               Wachovia Securities
Fidelity Capital Markets      Natexis Bleichroeder      Wescott Financial
Fimat USA Inc.                Ned Davis Research Group  William Blair
First Albany                  Nomura Securities         Yieldbook
Fixed Income Securities



          How the Fund is Managed

     Organization and History. The Fund is an open-end,  diversified  management
investment  company with an unlimited number of authorized  shares of beneficial
interest.  The Fund was organized as a Maryland corporation in December 1969 but
was reorganized as a Massachusetts business trust in January 1986.

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


     The Fund  currently has 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 purchase Class Y shares. Each class of shares:


     o has its own dividends and distributions,

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

     o will generally have a different net asset value,

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

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

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

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

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

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

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

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


     The Board of Trustees has an Audit Committee,  a Regulatory & Oversight
Committee  and a Governance  Committee.  Each  committee is comprised  solely of
Trustees who are not "interested  persons" under the Investment Company Act (the
"Independent Trustees").  The members of the Audit Committee are David K. Downes
(Chairman),  Phillip A.  Griffiths,  Mary F. Miller,  Russell S. Reynolds,  Jr.,
Joseph M. Wikler and Peter I. Wold. The Audit  Committee held 5 meetings  during
the Fund's fiscal year ended September 30, 2007. The Audit  Committee  furnishes
the Board with recommendations regarding the selection of the Fund's independent
registered  public  accounting  firm  (also  referred  to  as  the  "independent
Auditors").  Other main functions of the Audit  Committee  outlined in the Audit
Committee Charter,  include, but are not limited to: (i) reviewing the scope and
results of financial statement audits and the audit fees charged; (ii) reviewing
reports  from the Fund's  independent  Auditors  regarding  the Fund's  internal
accounting  procedures and controls;  (iii) reviewing reports from the Manager's
Internal Audit  Department;  (iv)  maintaining a separate line of  communication
between  the Fund's  independent  Auditors  and the  Independent  Trustees;  (v)
reviewing  the  independence  of  the  Fund's  independent  Auditors;  and  (vi)
pre-approving  the  provision of any audit or  non-audit  services by the Fund's
independent  Auditors,  including tax services,  that are not  prohibited by the
Sarbanes-Oxley  Act, to the Fund,  the Manager  and  certain  affiliates  of the
Manager.

     The members of the Regulatory & Oversight Committee are Robert G. Galli
(Chairman),  David K. Downes,  Matthew P. Fink,  Phillip A.  Griffiths,  Joel W.
Motley and Joseph M. Wikler.  The Regulatory  &  Oversight  Committee held 6
meetings  during the Fund's fiscal year ended September 30, 2007. The Regulatory
&  Oversight  Committee  evaluates  and  reports  to the Board on the Fund's
contractual  arrangements,  including the Investment  Advisory and  Distribution
Agreements,  transfer  agency and shareholder  service  agreements and custodian
agreements as well as the policies and procedures  adopted by the Fund to comply
with the Investment  Company Act and other applicable law, among other duties as
set forth in the Regulatory & Oversight Committee's Charter.

     The members of the  Governance  Committee  are Joel W.  Motley  (Chairman),
Matthew P. Fink, Robert G. Galli, Mary F. Miller,  Russell S. Reynolds,  Jr. and
Peter I. Wold. The Governance Committee held 7 meetings during the Fund's fiscal
year ended  September  30, 2007.  The  Governance  Committee  reviews the Fund's
governance guidelines,  the adequacy of the Fund's Codes of Ethics, and develops
qualification  criteria for Board members  consistent with the Fund's governance
guidelines,  provides  the  Board  with  recommendations  for  voting  portfolio
securities  held by the Fund, and monitors the Fund's proxy voting,  among other
duties set forth in the Governance Committee's Charter.


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

     To date,  the  Governance  Committee has been able to identify from its own
resources  an ample  number  of  qualified  candidates.  Nonetheless,  under the
current policy of the Board, if the Board determines that a vacancy exists or is
likely to exist on the Board, the Governance  Committee will consider candidates
for Board membership including those recommended by the Fund's shareholders. The
Governance  Committee will consider  nominees  recommended by Independent  Board
members or  recommended  by any other  Board  members  including  Board  members
affiliated  with the Fund's  Manager.  The Governance  Committee may, upon Board
approval,  retain an  executive  search  firm to assist in  screening  potential
candidates. Upon Board approval, the


     Governance  Committee  may also use the  services of legal,  financial,  or
other  external  counsel that it deems  necessary or desirable in the  screening
process.  Shareholders wishing to submit a nominee for election to the Board may
do so by mailing their submission to the offices of OppenheimerFunds,  Inc., Two
World  Financial  Center,  225 Liberty  Street,  11th Floor,  New York, New York
10281-1008,  to the  attention  of the Board of Trustees of  Oppenheimer  Global
Fund, c/o the Secretary of the Fund.


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

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

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


          Oppenheimer Absolute Return    Oppenheimer Multi-State
          Fund                           Municipal Trust

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

          Oppenheimer AMT-Free          Oppenheimer Portfolio
          Municipals                    Series
Oppenheimer AMT-Free New York Municipals Oppenheimer Real Estate Fund
                                         Oppenheimer Rochester Arizona Municipal
Oppenheimer Balanced Fund                Fund
                                         Oppenheimer Rochester Maryland Municipal
Oppenheimer Baring China Fund            Fund
                                         Oppenheimer Rochester Massachusetts
Oppenheimer Baring Japan Fund            Municipal Fund
Oppenheimer Baring SMA International     Oppenheimer Rochester Michigan Municipal
Fund                                     Fund
                                         Oppenheimer Rochester Minnesota Municipal
Oppenheimer California Municipal Fund    Fund
                                         Oppenheimer Rochester North Carolina
Oppenheimer Capital Appreciation Fund    Municipal Fund
Oppenheimer Developing Markets Fund      Oppenheimer Rochester Ohio Municipal Fund
                                         Oppenheimer Rochester Virginia Municipal
Oppenheimer Discovery Fund               Fund
Oppenheimer Dividend Growth Fund         Oppenheimer Select Value Fund
Oppenheimer Emerging Growth Fund         Oppenheimer Series Fund, Inc.
Oppenheimer Global Fund                  Oppenheimer SMA Core Bond Fund
Oppenheimer Global Opportunities Fund    Oppenheimer SMA International Bond Fund
Oppenheimer Global Value Fund            Oppenheimer Transition 2010 Fund
Oppenheimer Gold & Special Minerals Fund Oppenheimer Transition 2015 Fund
Oppenheimer International Diversified
Fund                                     Oppenheimer Transition 2020 Fund
Oppenheimer International Growth Fund    Oppenheimer Transition 2030 Fund
Oppenheimer International Small Company
Fund                                     OFI Tremont Core Strategies Hedge Fund
Oppenheimer International Value Fund     OFI Tremont Market Neutral Hedge Fund
Oppenheimer Institutional Money Market
Fund, Inc.                               Oppenheimer Tremont Market Neutral Fund LLC
Oppenheimer Limited Term California
Municipal Fund                           Oppenheimer Tremont Opportunity Fund LLC
Oppenheimer Money Market Fund, Inc.      Oppenheimer U.S. Government Trust


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


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


      Messrs. Bhaman, Gillespie, Murphy, Petersen, Szilagyi, Vandehey, Wixted
and Zack and Mss. Bloomberg and Ives, who are officers of the Fund, hold the
same offices with one or more of the other Board I Funds. As of December 7,
2007, the Trustees and officers of the Fund, as a group, owned of record or
beneficially less than 1% of any class of shares of the Fund. The foregoing
statement does not reflect ownership of shares held of record by an employee
benefit plan for employees of the Manager, other than the shares beneficially
owned under that plan by the officers of the Fund listed above. In addition,
none of the Independent Trustees (nor any of their immediate family members)
owns securities of either the Manager or the Distributor of the Board I Funds
or of any entity directly or indirectly controlling, controlled by or under
common control with the Manager or the Distributor.


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

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

                                                                 As of December 31, 2006

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

Brian F. Wruble,    General Partner of Odyssey Partners, L.P.   $1-$10,000  Over $100,000
Chairman of the     (hedge fund) (since September 1995);
Board of Trustees   Director of Special Value Opportunities
since 2007,         Fund, LLC (registered investment company)
Trustee since 2005, (since September 2004); Member of Zurich
Age: 64             Financial Investment Advisory Board
                    (insurance) (since October 2004); Board of
                    Governing Trustees of The Jackson
                    Laboratory (non-profit) (since August
                    1991); Chairman, The Jackson Laboratory
                    Board of Trustees (since August 2007);
                    Trustee of the Institute for Advanced
                    Study (non-profit educational institute)
                    (since May 1992); Special Limited Partner
                    of Odyssey Investment Partners, LLC
                    (private equity investment) (January
                    1999-September 2004); Trustee of Research
                    Foundation of AIMR (investment research,
                    non-profit) (2000-2002); Governor, Jerome
                    Levy Economics Institute of Bard College
                    (economics research) (August
                    1990-September 2001); Director of Ray &
                    Berendtson, Inc. (executive search firm)
                    (May 2000-April 2002). Oversees 63
                    portfolios in the OppenheimerFunds complex.

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

David K. Downes,    President,   Chief  Executive  Officer  and    None     Over $100,000
Trustee since 2007  Board  Member  of  CRAFund  Advisors,  Inc.
 Age: 67            (investment   management   company)  (since
                    January  2004);  President of The Community
                    Reinvestment Act Qualified  Investment Fund
                    (investment   management   company)  (since
                    January 2004);  Independent Chairman of the
                    Board  of  Trustees  of  Quaker  Investment
                    Trust   (registered   investment   company)
                    (since January 2004);  Director of Internet
                    Capital   Group   (information   technology
                    company)   (since  October   2003);   Chief
                    Operating   Officer  and  Chief   Financial
                    Officer  of  Lincoln  National   Investment
                    Companies,   Inc.  (subsidiary  of  Lincoln
                    National  Corporation,  a  publicly  traded
                    company)  and  Delaware  Investments  U.S.,
                    Inc. (investment  management  subsidiary of
                    Lincoln National Corporation)  (1993-2003);
                    President,   Chief  Executive  Officer  and
                    Trustee of  Delaware  Investment  Family of
                    Funds  (1993-2003);   President  and  Board
                    Member  of  Lincoln  National   Convertible
                    Securities  Funds,  Inc.  and  the  Lincoln
                    National  Income  Funds,  TDC  (1993-2003);
                    Chairman  and Chief  Executive  Officer  of
                    Retirement    Financial   Services,    Inc.
                    (registered  transfer  agent and investment
                    adviser   and    subsidiary   of   Delaware
                    Investments   U.S.,   Inc.)    (1993-2003);
                    President  and Chief  Executive  Officer of
                    Delaware     Service     Company,      Inc.
                    (1995-2003);  Chief Administrative Officer,
                    Chief Financial Officer,  Vice Chairman and
                    Director of  Equitable  Capital  Management
                    Corporation   (investment   subsidiary   of
                    Equitable    Life    Assurance     Society)
                    (1985-1992);    Corporate   Controller   of
                    Merrill   Lynch   &   Company    (financial
                    services  holding   company)   (1977-1985);
                    held  the   following   positions   at  the
                    Colonial   Penn  Group,   Inc.   (insurance
                    company):    Corporate    Budget   Director
                    (1974-1977),       Assistant      Treasurer
                    (1972-1974)   and   Director  of  Corporate
                    Taxes   (1969-1972);   held  the  following
                    positions  at Price  Waterhouse  &  Company
                    (financial   services  firm):  Tax  Manager
                    (1967-1969),  Tax  Senior  (1965-1967)  and
                    Staff   Accountant   (1963-1965);    United
                    States Marine Corps  (1957-1959).  Oversees
                    63  portfolios   in  the   OppenheimerFunds
                    complex.

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

Matthew P. Fink,    Trustee of the Committee for Economic       None        Over $100,000
Trustee since 2005  Development (policy research foundation)
Age: 66             (since 2005); Director of ICI Education
                    Foundation (education foundation) (October
                    1991-August 2006); President of the
                    Investment Company Institute (trade
                    association) (October 1991-June 2004);
                    Director of ICI Mutual Insurance Company
                    (insurance company) (October 1991-June
                    2004). Oversees 53 portfolios in the
                    OppenheimerFunds complex.

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

Robert G. Galli,    A director or trustee of other Oppenheimer  Over        Over $100,000
Trustee since 1993  funds. Oversees 63 portfolios in the        $100,000
Age: 74             OppenheimerFunds complex.

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

Phillip A.          Distinguished Presidential Fellow for       None        None
Griffiths,          International Affairs (since 2002) and
Trustee since 1999  Member (since 1979) of the National
Age: 69             Academy of Sciences; Council on Foreign
                    Relations (since 2002); Director of GSI
                    Lumonics Inc. (precision medical equipment
                    supplier) (since 2001); Senior Advisor of
                    The Andrew W. Mellon Foundation (since
                    2001); Chair of Science Initiative Group
                    (since 1999); Member of the American
                    Philosophical Society (since 1996);
                    Trustee of Woodward Academy (since 1983);
                    Foreign Associate of Third World Academy
                    of Sciences; Director of the Institute for
                    Advanced Study (1991-2004); Director of
                    Bankers Trust New York Corporation
                    (1994-1999); Provost at Duke University
                    (1983-1991). Oversees 53 portfolios in the
                    OppenheimerFunds complex.

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

Mary F. Miller,     Trustee of the American Symphony Orchestra  None        Over $100,000
Trustee since 2004  (not-for-profit) (since October 1998); and
Age: 65             Senior Vice President and General Auditor
                    of American Express Company (financial
                    services company) (July 1998-February
                    2003). Oversees 53 portfolios in the
                    OppenheimerFunds complex.

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

Joel W. Motley,     Managing Director of Public Capital         $50,001-$100Over $100,000
Trustee since 2002  Advisors, LLC (privately held financial
Age: 55             advisor) (since January 2006).  Director
                    of Columbia Equity Financial Corp.
                    (privately-held financial advisor) (since
                    2002); Managing Director of Carmona
                    Motley, Inc. (privately-held financial
                    advisor) (since January 2002); Managing
                    Director of Carmona Motley Hoffman Inc.
                    (privately-held financial advisor)
                    (January 1998-December 2001); Member of
                    the Finance and Budget Committee of the
                    Council on Foreign Relations, Member of
                    the Investment Committee of the Episcopal
                    Church of America, Member of the
                    Investment Committee and Board of Human
                    Rights Watch and Member of the Investment
                    Committee of Historic Hudson Valley.
                    Oversees 53 portfolios in the
                    OppenheimerFunds complex.

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

Russell S.          Chairman of RSR Partners (formerly "The     $10,001-$50,O00 Over $100,000
Reynolds, Jr.,      Directorship Search Group, Inc.")
Trustee since 1998  (corporate governance consulting and
Age: 75             executive recruiting) (since 1993); Life
                    Trustee of International House (non-profit
                    educational organization); Former Trustee
                    of The Historical Society of the Town of
                    Greenwich; Former Director of Greenwich
                    Hospital Association. Oversees 53
                    portfolios in the OppenheimerFunds complex.

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

Joseph M. Wikler,   Director of the  following  medical  device None        Over $100,000
Trustee since 2005  companies:   Medintec   (since   1992)  and
Age: 66             Cathco  (since  1996);  Director  of  Lakes
                    Environmental  Association   (environmental
                    protection   organization)   (since  1996);
                    Member of the  Investment  Committee of the
                    Associated  Jewish  Charities  of Baltimore
                    (since 1994);  Director of  Fortis/Hartford
                    mutual    funds    (1994-December    2001).
                    Director  of  C-TASC  (a   privately   held
                    bio-statistics  company)  (since May 2007).
                    Oversees    53     portfolios     in    the
                    OppenheimerFunds complex.

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

Peter I. Wold,      President  of  Wold  Oil  Properties,  Inc. Over        Over $100,000
Trustee since 2005  (oil  and gas  exploration  and  production $100,000
Age: 59             company)  (since 1994);  Vice  President of
                    American  Talc Company,  Inc.  (talc mining
                    and milling) (since 1999);  Managing Member
                    of    Hole-in-the-Wall     Ranch    (cattle
                    ranching)  (since  1979);  Vice  President,
                    Secretary   and  Treasurer  of  Wold  Trona
                    Company,  Inc.  (soda  ash  processing  and
                    production)  (1996 -  2006);  Director  and
                    Chairman  of  the  Denver   Branch  of  the
                    Federal   Reserve   Bank  of  Kansas   City
                    (1993-1999);  and  Director of  PacifiCorp.
                    (electric  utility)  (1995-1999).  Oversees
                    53  portfolios   in  the   OppenheimerFunds
                    complex.

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

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


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


-------------------------------------------------------------------------------------------
                              Interested Trustee and Officer
-------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------

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

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

                                                                 As of December 31, 2006

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

John V. Murphy,    Chief Executive Officer and Director of     $10,001-$50,000  over $100,000
                   the Manager since June 2001; President of
                   the Manager(September 2000-March 2007);
                   President and a director or trustee of
                   other Oppenheimer funds; President and
                   Director of Oppenheimer Acquisition Corp.
                   ("OAC") (the Manager's parent holding
                   company) and of Oppenheimer Partnership
                   Holdings, Inc. (holding company subsidiary
                   of the Manager) (since July 2001);
                   Director of OppenheimerFunds Distributor,
                   Inc. (subsidiary of the Manager) (November
                   2001-December 2006); Chairman and Director
                   of Shareholder Services, Inc. and of
                   Shareholder Financial Services, Inc.
                   (transfer agent subsidiaries of the
                   Manager) (since July 2001); President and
                   Director of OppenheimerFunds Legacy
                   Program (charitable trust program
                   established by the Manager) (since July
                   2001); Director of the following
                   investment advisory subsidiaries of the
                   Manager: OFI Institutional Asset
                   Management, Inc., Centennial Asset
                   Management Corporation, Trinity Investment
                   Management Corporation and Tremont Capital
                   Management, Inc. (since November 2001),
                   HarbourView Asset Management Corporation
                   and OFI Private Investments, Inc. (since
                   July 2001); President (since November 1,
                   2001) and Director (since July 2001) of
                   Oppenheimer Real Asset Management, Inc.;
                   Executive Vice President of Massachusetts
                   Mutual Life Insurance Company (OAC's
                   parent company) (since February 1997);
                   Director of DLB Acquisition Corporation
                   (holding company parent of Babson Capital
Trustee since      Management LLC) (since June 1995); Member
2001 and           of the Investment Company Institute's
President and      Board of Governors (since October , 2003);
Principal          Chairman of the Investment Company's
Executive Officer  Institute's Board of Governors (since
since 2001         October 2007). Oversees 102 portfolios in
Age: 58            the OppenheimerFunds complex.

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

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

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

Rajeev Bhaman,          Senior Vice President of the Manager since May 2006; Vice
Vice President since    President of the Fund since August 2004; Vice President of
December 2005 and       the Manager (January 1997-May 2006). A portfolio manager and
Portfolio Manager       officer of 2 portfolios in the OppenheimerFunds complex.
since 2004
Age:  43

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

Mark S. Vandehey,       Senior Vice President and Chief Compliance Officer of the
Vice President and      Manager (since March 2004); Chief Compliance Officer of the
Chief Compliance        Manager, OppenheimerFunds Distributor, Inc., Centennial
Officer since 2004      Asset Management and Shareholder Services, Inc. (Since March
Age: 57                 2004); Vice President of OppenheimerFunds Distributor, Inc.,
                        Centennial Asset Management Corporation and Shareholder
                        Services, Inc. (since June 1983). Former Vice President and
                        Director of Internal Audit of the Manager (1997-February
                        2004). An officer of 102 portfolios in the OppenheimerFunds
                        complex.

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

Brian W. Wixted,        Senior Vice President and Treasurer of the Manager (since
Treasurer           and March 1999); Treasurer of the following: HarbourView Asset
Principal  Financial  & Management Corporation, Shareholder Financial Services,
Accounting      Officer Inc., Shareholder Services, Inc., Oppenheimer Real Asset
since 1999              Management, Inc. and Oppenheimer Partnership Holdings, Inc.
Age: 48                 (since March 1999), OFI Private Investments, Inc. (since
                        March 2000), OppenheimerFunds International Ltd. (since May
                        2000), OppenheimerFunds plc (since May 2000), OFI
                        Institutional Asset Management, Inc. (since November 2000),
                        and OppenheimerFunds Legacy Program (charitable trust
                        program established by the Manager) (since June 2003);
                        Treasurer and Chief Financial Officer of OFI Trust Company
                        (trust company subsidiary of the Manager) (since May 2000);
                        Assistant Treasurer of the following: OAC (since March
                        1999),Centennial Asset Management Corporation (March
                        1999-October 2003) and OppenheimerFunds Legacy Program
                        (April 2000-June 2003). An officer of 102 portfolios in the
                        OppenheimerFunds complex.

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

Brian Petersen,         Vice President of the Manager (since February 2007);
Assistant Treasurer     Assistant Vice President of the Manager (August
since 2004              2002-February 2007); Manager/Financial Product Accounting of
Age: 37                 the Manager (November 1998-July 2002). An officer of 102

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

Brian C. Szilagyi,      Assistant Vice President of the Manager (since July 2004);
Assistant Treasurer     Director of Financial Reporting and Compliance of First Data
since 2005              Corporation (April 2003-July 2004); Manager of Compliance of
Age: 37                 Berger Financial Group LLC (May 2001-March 2003). An officer
                        of 102 portfolios in the OppenheimerFunds complex.

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

Robert G. Zack,         Executive Vice President (since January 2004) and General
Secretary since 2001    Counsel (since March 2002) of the Manager; General Counsel
Age: 59                 and Director of the Distributor (since December 2001);
                        General Counsel of Centennial Asset Management Corporation
                        (since December 2001); Senior Vice President and General
                        Counsel of HarbourView Asset Management Corporation (since
                        December 2001); Secretary and General Counsel of OAC (since
                        November 2001); Assistant Secretary (since September 1997)
                        and Director (since November 2001) of OppenheimerFunds
                        International Ltd. and OppenheimerFunds plc; Vice President
                        and Director of Oppenheimer Partnership Holdings, Inc.
                        (since December 2002); Director of Oppenheimer Real Asset
                        Management, Inc. (since November 2001); Senior Vice
                        President, General Counsel and Director of Shareholder
                        Financial Services, Inc. and Shareholder Services, Inc.
                        (since December 2001); Senior Vice President, General
                        Counsel and Director of OFI Private Investments, Inc. and
                        OFI Trust Company (since November 2001); Vice President of
                        OppenheimerFunds Legacy Program (since June 2003); Senior
                        Vice President and General Counsel of OFI Institutional
                        Asset Management, Inc. (since November 2001); Director of
                        OppenheimerFunds International Distributor Limited (since
                        December 2003); Senior Vice President (May 1985-December
                        2003). An officer of 102 portfolios in the OppenheimerFunds
                        complex.

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

Kathleen T. Ives,       Vice President (since June 1998) and Senior Counsel and
Assistant Secretary     Assistant Secretary (since October 2003) of the Manager;
since 2001              Vice President (since 1999) and Assistant Secretary (since
Age: 42                 October 2003) of the Distributor; Assistant Secretary of
                        Centennial Asset Management Corporation (since October
                        2003); Vice President and Assistant Secretary of Shareholder
                        Services, Inc. (since 1999); Assistant Secretary of
                        OppenheimerFunds Legacy Program and Shareholder Financial
                        Services, Inc. (since December 2001); Assistant Counsel of
                        the Manager (August 1994-October 2003). An officer of 102
                        portfolios in the OppenheimerFunds complex.

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

Lisa I. Bloomberg,      Vice President and Associate Counsel of the Manager (since
Assistant Secretary     May 2004); First Vice President (April 2001-April 2004),
since 2004              Associate General Counsel (December 2000-April 2004). An
Age: 39                 officer of 102 portfolios in the OppenheimerFunds complex.


--------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------
Phillip S. Gillespie,   Senior Vice President and Deputy General Counsel of the

Assistant Secretary     Manager (since September 2004); First Vice President
since 2004              (2001-September 2004); Director (2000-September 2004) and
Age: 43                 Vice President (1998-2000) of Merrill Lynch Investment
                        Management: An officer of 102 portfolios in the

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


        Remuneration of the Officers and Trustees. The officers and the
  interested Trustee of the Fund, who are affiliated with the Manager,
  receive no salary or fee from the Fund. The Independent Trustees'
  compensation from the Fund, shown below, is for serving as a Trustee and
  member of a committee (if applicable), with respect to the Fund's fiscal
  year ended September 30, 2007. The total compensation from the Fund and
  fund complex represents compensation, including accrued retirement
  benefits, for serving as a Trustee and member of a committee (if
  applicable) of the Boards of the Fund and other funds in the
  OppenheimerFunds complex during the calendar year ended December 31, 2006.



---------------------------------------------------------------------------------------
Name and Other Fund      Aggregate                     Estimated          Total
                                       Retirement
                                        Benefits
                       Compensation    Accrued as       Annual        Compensation
Position(s) (as          From the     Part of Fund   Benefits Upon    From the Fund
applicable)               Fund(1)       Expenses     Retirement(2)  and Fund Complex
---------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------
                       Fiscal year ended September                     Year ended

                                 30, 2007                           December 31, 2006

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

Brian F. Wruble (3)    $ 43,811 (4)     $14,772     $81,942(5) (20)   $241,260 (6)
Chairman of the Board

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

Clayton K. Yeutter(7)  $ 10,647 (8)     $151,658     $117,498((9))      $173,700


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

David K. Downes(21)
Audit Committee
   Chairman
and Regulatory &
Oversight Committee       $5,506          N/A         $45,913(22)     $146,668(23)
Member

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

Matthew P. Fink           $34,827       $16,181       $56,034(10)       $113,472
Governance Committee
Member and Regulatory
& Oversight Committee
Member

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

Robert G. Galli           $42,923       $24,706      $574,819(10)     $264,812 (12)
Regulatory &
Oversight Committee
Chairman & Governance
Committee Member                                        ((11))

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

Phillip A. Griffiths   $44,745 (13)     $60,906      $327,278(20)       $150,760

Audit Committee
Member and Regulatory
& Oversight Committee
Member
---------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------

Mary F. Miller

Audit Committee
Member and Governance

Committee Member        $34,418 (14)     $10,092       $66,814(20)       $106,792

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

Joel W. Motley         $38,788 (15)     $22,744       $97,539(20)       $150,760
Governance Committee
Chairman and
Regulatory &
Oversight Committee
Member

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

Kenneth A. Randall(16)    $27,052       $120,789      $67,138(17)       $134,080


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

Russell S. Reynolds,      $34,622       $49,093       $59,739(17)       $110,120
Jr.
Audit Committee
Member and Governance
Committee Member

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

Joseph M. Wikler
Audit Committee
Member and Regulatory
& Oversight Committee   $33,945 (18)     $51,461      $159,825(20)        $99,080
Member

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

Peter I. Wold          $33,945 (19)     $38,930      $108,941(20)        $99,080
Audit Committee
Member and Governance
Committee Member

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


     1.  "Aggregate  Compensation  From the  Fund"  includes  fees and  deferred
compensation, if any.

     2. "Estimated  Annual Benefits Upon Retirement' is based on a straight life
payment  election with the assumption  that Trustee will retire at the age of 75
and is eligible  (after 7 years of service) to receive  retirement plan benefits
with  respect to certain  Board I Funds.  Although  the Trustees of the Fund and
other Board I Funds are no longer  accruing  benefits,  plan  participants  will
receive  previously  accrued benefits as described below under  "Retirement Plan
for Trustees." Plan  Participants  have each elected a distribution  method with
respect to their benefits under the Plan.

     3. Mr. Wruble became Chairman of the Board I Funds on January 1, 2007.

     4. Includes $43,811 deferred by Mr. Wruble under the "Compensation Deferral
Plan" described below

     5. Includes $45,544 estimated benefits to be paid to Mr. Wruble for serving
as a  director  or trustee  of 10 other  Oppenheimer  funds that are not Board I
Funds.

     6.  Includes  $135,500  paid to Mr.  Wruble for  serving  as a director  or
trustee of 10 other  Oppenheimer funds (at December 31, 2006) that are not Board
I Funds.

     7. Mr. Yeutter  retired as Chairman of the Board of Trustees of the Board I
Funds effective December 31, 2006.

     8. Includes $2,662 deferred by Mr. Yeutter under the "Compensation Deferral
Plan" described below.

     9. Mr.  Yeutter  elected  to  receive a single  life  annuity  based on his
benefits as of December 31, 2006.

     10.  Elected  to  receive  a  lump-sum  payout in lieu of  Retirement  Plan
benefits as of December 31, 2006.


     11. Includes $49,811 estimated benefits to be paid to Mr. Galli for serving
as a  director  or trustee  of 10 other  Oppenheimer  funds that are not Board I
Funds.

     12.  Includes  $135,500  paid to Mr.  Galli for  serving as a  director  or
trustee of 10 other  Oppenheimer funds (at December 31, 2006) that are not Board
I Funds.

     13. Includes  $39,207  deferred by Mr.  Griffiths  under the  "Compensation
Deferral Plan" described below.

     14.  Includes  $17,209  deferred  by Ms.  Miller  under  the  "Compensation
Deferral Plan" described below.

     15.  Includes  $19,394  deferred  by Mr.  Motley  under  the  "Compensation
Deferral Plan" described below.

     16. Mr. Randall retired from the Board I Funds effective June 30, 2007.

     17. Mr.  Randall and Mr.  Reynolds have elected to receive  Joint  Survival
Annuity  benefits  payments based on the value of their Retirement Plan benefits
as of December 31, 2006.

     18.  Includes  $16,972  deferred  by Mr.  Wikler  under  the  "Compensation
Deferral Plan" described below.

     19. Includes $33,945 deferred by Mr. Wold under the "Compensation  Deferral
Plan" described below.

     20. Received a lump-sum roll-over to the Compensation Deferral Plan in lieu
of Retirement Plan benefits as of December 31, 2006.

     21. Mr.  Downes was  appointed as Trustee to the Board I funds on August 1,
2007.

     22.  Estimated  benefits to be paid to Mr. Downes for serving as a director
or trustee of 10 other Oppenheimer Funds that are not Board I Funds.

     23. Compensation paid to Mr. Downes for serving as a director or trustee of
10 other Oppenheimer Funds that are not Board I Funds.


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

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


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


        Major Shareholders. As of December 7, 2007, the only persons or
  entities who owned of record or were known by the Fund to own beneficially
  5% or more of any class of the Fund's outstanding shares were:


Tanyik & Co., c/o Investors Bank & Trust, FPG90, PO Box 9130, Boston MA
      02117-9130, which owned 121,549.189 Class C shares (23.84% of the Class
      C shares then outstanding).

      MLPF&S for the sole benefit of its customers, Attn. Fund Admin. #97HR6,
      4800 Deer Lake Dr. E. Floor 3, Jacksonville, FL 32246-6484, which owned
      2,063,768.099 Class C shares (9.76% of the Class C shares then
      outstanding).

      Citigroup Global Markets, Inc., Attn. Cindy Tempesta, 333 W. 34th St.
      Floor 7, New York, NY 10001-2483, which owned 1,784,658.499 Class C
      shares (8.44% of the Class C shares then outstanding).

      UMB Bank NA CUST, AMFO & CO, FBO 320 Pooled, Attn: Employee Benefits,
      1010 Grand Blvd, Kansas City, MO 64106-2202, which owned 802,264.534
      Class N shares (13.23% of the Class N shares then outstanding).

      Prudential Investment Managing Services for the benefit of Mutual Fund
      Clients, Attn. PruChoice Unit, 100 Mulberry St., Mail Stop NJ 05-11-20,
      Newark, NJ 07102, which owned 3,049,671.628 Class Y shares (21.64% of
      the Class Y shares then outstanding).

      Oppenheimer Portfolio Series Active Allocation, Attn. FPA Trade Settle
      (2-FA), 6803 S. Tucson Way, Centennial, CO 80112-3924, which owned
      3,588,213.888 Class Y shares (25.47% of the Class Y shares then
      outstanding).

      Oppenheimer Portfolio Series Equity Investor Fund, Attn. FPA Trade
      Settle (2-FA), 6803 S. Tucson Way, Centennial, CO 80112-3924, which
      owned, 1,444,490.302 Class Y shares (10.25% of the Class Y shares then
      outstanding).

      Oppenheimer Portfolio Series Moderate Investor, Attn. FPA Trade Settle
      (2-FA), 6803 S. Tucson Way, Centennial, CO 80112-3924, which owned
      1,295,928.264 Class Y shares (9.19% of the Class Y shares then
      outstanding).



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

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

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

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

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

|X|   The Investment Advisory Agreement.  The Manager provides investment
advisory and management services to the Fund under an investment advisory
agreement between the Manager and the Fund. The Manager selects securities
for the Fund's 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 Global Equity Portfolio Team
provide the portfolio managers with counsel and support in managing the
Fund's portfolio.

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

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

--------------------------------------------------------------------------------
Fiscal Year ended 9/30:          Management Fees Paid to OppenheimerFunds, Inc.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
           2005                                   $79,724,568
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
           2006                                   $94,598,892
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

           2007                                   $107,925,849

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

      The investment advisory agreement states that in the absence of willful
misfeasance, bad faith, gross negligence in the performance of its duties or
reckless disregard of its obligations and duties under the investment
advisory agreement, the Manager is not liable for any loss the Fund sustains
in connection with matters to which the agreement relates.


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


Portfolio Manager. The Fund's portfolio is managed by Rajeev Bhaman (the
"Portfolio Manager").  He is the person who is responsible for the day-to-day
management of the Fund's investments.


     Other Accounts  Managed by the Portfolio  Manager.  In addition to managing
the Fund's  investment  portfolio,  Mr.  Bhaman also  manages  other  investment
portfolios,  on behalf of the Manager or its  affiliates.  The  following  table
provides information regarding those portfolios as of September 30, 2007:


----------------------------------------------------------------------------------
                                Registered
                                                  Other Pooled
                                Investment         Investment
                                 Companies          Vehicles      Other Accounts
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------

Accounts Managed                    12                 4               None

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

Total Assets Managed(1,2)         $11,392             $785             None

----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Accounts with
Performance-Based Advisory
Fees                                 1                None             None
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Total Assets in Accounts
with Performance-Based

Advisory Fees(1,2)                  $45               None                None

----------------------------------------------------------------------------------
      1.  In millions.
      2.  Does not include personal accounts of portfolio managers and their
      families, which are subject to the Code of Ethics.

     As indicated above, the Portfolio Manager also manages other funds.
Potentially, at times, those responsibilities could conflict with the
interests of the Fund. That may occur whether the investment strategies of
the other fund are the same as, or different from, the Fund's investment
objectives and strategies. For example, the Portfolio Manager may need to
allocate investment opportunities between the Fund and another fund having
similar objectives or strategies, or he may need to execute transactions for
another fund that could have a negative impact on the value of securities
held by the Fund. Not all funds and accounts advised by the Manager have the
same management fee. If the management fee structure of another fund is more
advantageous to the Manager than the fee structure of the Fund, the Manager
could have an incentive to favor the other fund. However, the Manager's
compliance procedures and Code of Ethics recognize the Manager's fiduciary
obligations to treat all of its clients, including the Fund, fairly and
equitably, and are designed to preclude the Portfolio Manager from favoring
one client over another. It is possible, of course, that those compliance
procedures and the Code of Ethics may not always be adequate to do so. At
different times, the Fund's Portfolio Manager may manage other funds or
accounts with investment objectives and strategies that are similar to those
of the Fund, or may manage funds or accounts with investment objectives and
strategies that are different from those of the Fund.

     Compensation  of the Portfolio  Manager.  The Fund's  Portfolio  Manager is
employed and  compensated  by the  Manager,  not the Fund.  Under the  Manager's
compensation  program for its portfolio managers and portfolio  analysts,  their
compensation  is based  primarily on the investment  performance  results of the
funds and accounts  they  manage,  rather than on the  financial  success of the
Manager.  This is  intended  to align  the  portfolio  managers'  and  analysts'
interests  with the success of the funds and accounts and their  investors.  The
Manager's  compensation  structure  is  designed  to attract  and retain  highly
qualified investment management  professionals and to reward individual and team
contributions  toward creating  shareholder value. As of September 30, 2007, the
Portfolio Manager's  compensation consisted of three elements: a base salary, an
annual discretionary bonus and eligibility to participate in long-term awards of
options and  appreciation  rights in regard to the common stock of the Manager's
holding  company  parent.  Senior  portfolio  managers  may also be  eligible to
participate in the Manager's deferred compensation plan.

The base pay component of each portfolio manager is reviewed regularly to
ensure that it reflects the performance of the individual, is commensurate
with the requirements of the particular portfolio, reflects any specific
competence or specialty of the individual manager, and is competitive with
other comparable positions, to help the Manager attract and retain talent.
The annual discretionary bonus is determined by senior management of the
Manager and is based on a number of factors, including a fund's pre-tax
performance for periods of up to five years, measured against an appropriate
benchmark selected by management.  The Lipper benchmark with respect to the
Fund is Lipper - Global Multi-Cap Growth Funds.  Other factors include
management quality (such as style consistency, risk management, sector
coverage, team leadership and coaching) and organizational development. The
Portfolio Manager's compensation is not based on the total value of the
Fund's portfolio assets, although the Fund's investment performance may
increase those assets. The compensation structure is also intended to be
internally equitable and serve to reduce potential conflicts of interest
between the Fund and other funds and accounts managed by the Portfolio
Manager.  Except as described below, the compensation structure of the other
funds and accounts managed by the Portfolio Manager is the same as the
compensation structure of the Fund, described above.  The compensation
structure of one other fund managed by the Portfolio Manager is different
from the compensation structure of the Fund, described above.  A portion of
the Portfolio Manager's compensation with regard to that fund may, under
certain circumstances, include an amount based in part on the amount of the
fund's management fee.


     Ownership of Fund Shares.  As of September 30, 2007, the Portfolio  Manager
beneficially owned shares of the Fund as follows:


            ----------------------------------------------------------
                  Portfolio Manager          Dollar Range of Shares
                                                  Beneficially
                                               Owned in the Fund
            ----------------------------------------------------------
            ----------------------------------------------------------
            Rajeev Bhaman                       Over $1,000,000
            ----------------------------------------------------------


Brokerage Policies of the Fund

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

      Under the investment advisory agreement, in choosing brokers to execute
portfolio transactions for the Fund, the Manager may select brokers (other
than affiliates) that provide both brokerage and research services to the
Fund. The commissions paid to those brokers may be higher than another
qualified broker would charge, if the Manager makes a good faith
determination that the commission is fair and reasonable in relation to the
services provided.

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

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

      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 that are available in U.S. markets. Brokerage commissions are
paid primarily for transactions in listed securities or for certain
fixed-income agency transactions executed 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 accounts advised by the Manager have investment policies similar
to those of the Fund. Those other accounts 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 accounts advised by the
Manager purchase the same security on the same day from the same dealer, the
transactions under those combined orders are averaged as to price and
allocated in accordance with the purchase or sale orders actually placed for
each account. When possible, the Manager tries to combine concurrent orders
to purchase or sell the same security by more than one of the accounts
managed by the Manager or its affiliates. The transactions under those
combined orders are averaged as to price and allocated in accordance with the
purchase or sale orders actually placed for each account.

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

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

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

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

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

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


      During the fiscal years ended September 30, 2005, 2006 and 2007, the
Fund paid the total brokerage commissions indicated in the chart below.
During the fiscal year ended September 30, 2007, the Fund paid $4,574,517 in
commissions to firms that provide brokerage and research services to the Fund
with respect to $3,991,794,691 of aggregate portfolio transactions. All such
transactions were on a "best execution" basis, as described above. The
provision of research services was not necessarily a factor in the placement
of all such transactions.



   ---------------------------------------------------------------------
   Fiscal Year Ended 9/30:   Total Brokerage Commissions Paid by the
                                              Fund*
   ---------------------------------------------------------------------
   ---------------------------------------------------------------------
            2005                            $8,149,557
   ---------------------------------------------------------------------
   ---------------------------------------------------------------------
            2006                            $8,125,045
   ---------------------------------------------------------------------
   ---------------------------------------------------------------------

            2007                            $6,102,693

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

Distribution and Service Plans

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

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




-------------------------------------------------
Fiscal      Aggregate        Class A Front-End
            Front-End Sales  Sales Charges
Year  Ended Charges on       Retained by
9/30        Class A Shares   Distributor(1)
-------------------------------------------------
-------------------------------------------------
   2005       $11,065,870        $2,906,965
-------------------------------------------------
-------------------------------------------------
   2006       $11,313,395        $2,843,466
-------------------------------------------------
-------------------------------------------------

   2007        $9,490,498        $2,523,421

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

-----------------------------------------------------------------------------
Fiscal    Concessions on   Concessions on  Concessions on   Concessions on
Year      Class A Shares   Class B Shares  Class C Shares   Class N Shares
Ended     Advanced by      Advanced by     Advanced by      Advanced by
9/30      Distributor(1)   Distributor(1)  Distributor(1)   Distributor(1)
-----------------------------------------------------------------------------
-----------------------------------------------------------------------------
  2005       $1,593,943      $4,899,459       $1,811,321        $614,513
-----------------------------------------------------------------------------
-----------------------------------------------------------------------------
  2006       $1,475,400      $4,517,555       $2,032,182        $235,183
-----------------------------------------------------------------------------
-----------------------------------------------------------------------------

  2007        $992,390       $3,159,959       $1,068,262        $88,992

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

------------------------------------------------------------------------------
Fiscal    Class A          Class B         Class C           Class N
          Contingent       Contingent                        Contingent
Year      Deferred Sales   Deferred Sales  Contingent        Deferred Sales
Ended     Charges          Charges         Deferred Sales    Charges
9/30      Retained by      Retained by     Charges Retained  Retained by
          Distributor      Distributor     by Distributor    Distributor
------------------------------------------------------------------------------
------------------------------------------------------------------------------
  2005        $36,381        $2,232,103        $143,656          $214,339
------------------------------------------------------------------------------
------------------------------------------------------------------------------
  2006        $65,529        $1,983,927        $110,826          $230,570
------------------------------------------------------------------------------
------------------------------------------------------------------------------

  2007        $35,280        $1,542,842         $82,570           $5,441

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


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 Trustees(1), cast in person
at a meeting called for the purpose of voting on that plan.


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

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

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

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

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

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


|X|   Class A Service Plan Fees. Under the Class A service plan, the
Distributor currently uses the fees it receives from the Fund to pay brokers,
dealers and other financial institutions (referred to as "recipients") for
personal services and account maintenance services they provide for their
customers who hold Class A shares. The services include, among others,
answering customer inquiries about the Fund, assisting in establishing and
maintaining accounts in the Fund, making the Fund's investment plans
available and providing other services at the request of the Fund or the
Distributor. The Class A service plan permits reimbursements to the
Distributor at a rate of up to 0.25% of average annual net assets of Class A
shares. The Distributor makes payments to recipients periodically at an
annual rate not to exceed 0.25% of the average annual Class A share net
assets held in the accounts of the recipients or their customers.

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

      For the fiscal year ended September 30, 2007 payments under the Class A
plan totaled  $32,018,371, of which $ 147,773 was retained by the Distributor
under the arrangement described above, regarding grandfathered retirement
accounts, and included $1,009,265  paid to an affiliate of the Distributor's
parent company. Any unreimbursed expenses the Distributor incurs with respect
to Class A shares in any fiscal year cannot be recovered in subsequent years.
The Distributor may not use payments received under the Class A plan to pay
any of its interest expenses, carrying charges, or other financial costs, or
allocation of overhead.


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

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

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

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

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

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

--------------------------------------------------------------------------------
   Distribution and Service Fees Paid to the Distributor for the Fiscal Year

                                 Ended 9/30/07

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Class:        Total Payments   Amount          Distributor's    Distributor's
                                               Aggregate        Unreimbursed
                                               Unreimbursed     Expenses as %
                               Retained by     Expenses Under   of Net Assets
              Under Plan       Distributor     Plan             of Class
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

Class B Plan  $ 12,840,966 (1)   $9,882,927           $0             0.00%

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

Class C Plan  $ 14,803,126 (2)   $1,943,673      $16,464,223         1.06%

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

Class N Plan  $ 2,301,066 (3)     $598,177       $ 3,989,019         0.85%

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

1.    Includes  $184,945  paid to an  affiliate  of the  Distributor's  parent
   company.
2.    Includes  $373,945  paid to an  affiliate  of the  Distributor's  parent
   company.
3.    Includes  $45,708  paid  to an  affiliate  of the  Distributor's  parent
   company.

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


Payments to Fund Intermediaries

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

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

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

o     depending on the share class that the investor selects, contingent
              deferred sales charges or initial front-end sales charges, all
              or a portion of which front-end sales charges are payable by
              the Distributor to financial intermediaries (see "About Your
              Account" in the Prospectus);
o     ongoing asset-based payments attributable to the share class selected,
              including fees payable under the Fund's distribution and/or
              service plans adopted under Rule 12b-1 under the Investment
              Company Act, which are paid from the Fund's assets and
              allocated to the class of shares to which the plan relates (see
              "About the Fund -- Distribution and Service Plans" above);
o     shareholder servicing payments for providing omnibus accounting,
              recordkeeping, networking, sub-transfer agency or other
              administrative or shareholder services, including retirement
              plan and 529 plan administrative services fees, which are paid
              from the assets of a Fund as reimbursement to the Manager or
              Distributor for expenses they incur on behalf of the Fund.

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

o     These types of payments may reflect compensation for marketing support,
              support provided in offering the Fund or other Oppenheimer
              funds through certain trading platforms and programs,
              transaction processing or other services;

o     The Manager and Distributor each may also pay other compensation to the
              extent the payment is not prohibited by law or by any
              self-regulatory agency, such as FINRA. Payments are made based
              on the guidelines established by the Manager and Distributor,
              subject to applicable law.


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

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

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

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

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



      For the year ended December 31, 2006, the following financial
intermediaries that are broker-dealers offering shares of the Oppenheimer
funds, and/or their respective affiliates, received revenue sharing or
similar distribution-related payments from the Manager or Distributor for
marketing or program support:

 1st Global Capital Co.                 Advantage Capital Corporation /
                                       FSC
  Aegon                                 Aetna Life Ins & Annuity Co.
  AG Edwards                            AIG Financial Advisors
  AIG Life                              Allianz Life Insurance Company
                                        American Enterprise Life
  Allstate Life                        Insurance
  American General Annuity              American Portfolios
  Ameriprise                            Ameritas
  Annuity Investors Life                Associated Securities
  AXA Advisors                          AXA Equitable Life Insurance
  Banc One Securities Corporation       BNY Investment Center
  Cadaret Grant & Co, Inc.          Chase Investment Services
                                        Citigroup Global Markets Inc
  Citicorp Investment Services, Inc.   (SSB)
  CitiStreet                            Citizen's Bank of Rhode Island
  Columbus Life                         Commonwealth Financial Network
  CUNA Brokerage Services, Inc.         CUSO Financial Services, L.P.
  Edward D Jones & Co.              Federal Kemper
  Financial Network (ING)               GE Financial Assurance
  GE Life & Annuity                 Genworth Financial
  GlenBrook Life and Annuity Co.        Great West Life
  Hartford Life Insurance Co.           HD Vest Investment Services
  Hewitt Associates                     IFMG Securities, Inc.
  ING Financial Advisers                ING Financial Partners
                                        Kemper Investors Life Insurance
  Jefferson Pilot Securities Co.       Co.
  Legend Equities Co.                   Legg Mason Wood Walker
  Lincoln Benefit National Life         Lincoln Financial
  Lincoln Investment Planning, Inc.     Linsco Private Ledger Financial
  Mass Mutual                           McDonald Investments, Inc.
  Merrill Lynch                         Minnesota Life
  Mony Life                             Morgan Stanley Dean Witter
  Multifinancial (ING)                  Mutual Service Co.
  National Planning Co.                 Nationwide
  NFP                                   Park Avenue Securities LLC
  PFS Investments, Inc.                 Phoenix Life Insurance Co.
  Plan Member Securities                Prime Capital Services, Inc.
  Primevest Financial Services, Inc.    Protective Life Insurance Co.
  Provident Mutual Life & Annuity   Prudential
  Raymond James & Associates, Inc.  RBC Daine Rauscher
  Royal Alliance                        Securities America, Inc.
  Security Benefit                      Security First-Metlife
  Signator Investments                  Sun Life Insurance Co.
  Sun Trust Securities, Inc.            Thrivent Financial
  Travelers Life & Annuity Co.      UBS Financial Services, Inc.
  Union Central                         United Planners
                                        Walnut Street Securities (Met
  Wachovia                             Life)
  Waterstone Financial Group            Wells Fargo

      For the year ended December 31, 2006, the following firms, which in
some cases are broker-dealers, received payments from the Manager or
Distributor for administrative or other services provided (other than revenue
sharing arrangements), as described above:

 1st Global Capital Co.                A G Edwards
 ACS HR Solutions                      ADP
 AETNA Life Ins & Annuity Co.      Alliance Benefit Group
 American Enterprise Investments       American Express Retirement Service
 American Funds (Fascorp)              American United Life Insurance Co.
 Ameriprise                            Ameritrade, Inc.
 AMG Administrative Management Group   AST (American Stock & Transfer)
 AXA Advisors                          Baden Retirement
 BCG - New                             BCG (Programs for Benefit Plans)
 Bear Stearns Securities Co.           Benefit Administration, Inc.(WA)
 Benefit Administration, Inc.(WIS)     Benefit Plans Administration
 Benetech, Inc.                        Bisys
 Boston Financial Data Services        Ceridian
 Charles Schwab & Co, Inc.         Citigroup Global Markets Inc (SSB)
 CitiStreet                            City National Investments
 Clark Consulting                      CPI
 DA Davidson & Co.                 Daily Access. Com, Inc.
 Davenport & Co, LLC               David Lerner Associates
 Digital Retirement Solutions          DR, Inc.
 Dyatech                               E*Trade Clearing LLC
 Edgewood                              Edward D Jones & Co.
 Equitable Life / AXA                  ERISA Administrative Svcs, Inc
 ExpertPlan.com                        FAS Co. (FASCore/RK Pro)
 FBD Consulting                        Ferris Baker Watts, Inc.
 Fidelity                              First Clearing LLC
 First Southwest Co.                   First Trust - Datalynx
 First Trust Corp                      Franklin Templeton
 Geller Group                          Great West Life
 H&R Block Financial Advisors, Inc. Hartford Life Insurance Co.
 HD Vest Investment Services           Hewitt Associates
 HSBC Brokerage USA, Inc.              ICMA - RC Services
 Independent Plan Coordinators         Ingham Group
 Interactive Retirement Systems        Invesmart
 Janney Montgomery Scott, Inc.         JJB Hillard W L Lyons, Inc.
 John Hancock                          JP Morgan
 July Business Services                Kaufman & Goble
 Legend Equities Co.                   Legg Mason Wood Walker
 Lehman Brothers, Inc.                 Liberty-Columbia 529 Program
 Lincoln Investment Planning, Inc.     Lincoln National Life Insurance Co.
 Linsco Private Ledger Financial       MassMutual
 Matrix Settlement & Clearance
 Services                              McDonald Investments, Inc.
 Mercer HR Services                    Merrill Lynch
 Mesirow Financial, Inc.               MetLife
 MFS Investment Management             Mid Atlantic Capital Co.
 Milliman USA                          Morgan Keegan & Co, Inc.
 Morgan Stanley Dean Witter            Nathan & Lewis Securities, Inc.
 National City Bank                    National Deferred Comp
 National Financial                    National Investor Services Co.
 Nationwide                            Newport Retirement Services
 Northwest Plan Services               NY Life Benefits
 Oppenheimer & Co, Inc.            Peoples Securities, Inc.
 Pershing                              PFPC
 Piper Jaffray & Co.               Plan Administrators
 Plan Member Securities                Primevest Financial Services, Inc.
 Principal Life Insurance              Prudential
 PSMI Group                            Quads Trust Company
 Raymond James & Associates, Inc.  Reliastar
 Robert W Baird & Co.              RSM McGladrey
 Scott & Stringfellow, Inc.        Scottrade, Inc.
 Southwest Securities, Inc.            Standard Insurance Co
 Stanley, Hunt, Dupree & Rhine     Stanton Group, Inc.
 Sterne Agee & Leach, Inc.         Stifel Nicolaus & Co, Inc.
 Sun Trust Securities, Inc.            Symetra
 T Rowe Price                          The 401k Company
 The Princeton Retirement Group Inc.   The Retirement Plan Company, LLC
 TruSource                             TruSource Union Bank of CA
 UBS Financial Services, Inc.          Unified Fund Services (UFS)
 US Clearing Co.                       USAA Investment Management Co.
 USI Consulting Group                  Valic
 Vanguard Group                        Wachovia
 Web401K.com                           Wedbush Morgan Securities
 Wells Fargo                           Wilmington Trust


Performance of the Fund

Explanation of Performance Terminology. The Fund uses a variety of terms to
illustrate its investment performance. Those terms include "cumulative total
return," "average annual total return," "average annual total return at net
asset value" and "total return at net asset value." An explanation of how
total returns are calculated is set forth below. The charts below show the
Fund's performance as of the Fund's most recent fiscal year end. You can
obtain current performance information by calling the Fund's Transfer Agent
at 1.800.225.5677 or by visiting the OppenheimerFunds Internet website at
www.oppenheimerfunds.com.

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

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

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

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


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


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


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

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

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

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

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

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

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

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

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


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

            The Fund's Total Returns for the Periods Ended 09/30/07

---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Class     Cumulative Total              Average Annual Total Returns
of        Returns (10 years
Shares    or life-of-class)
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
                                  1-Year          5-Years          10-Years
                                                (or life of       (or life of
                                               class if less)   class if less)
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
         After     Without   After   Without  After    Without After    Without
         Sales     Sales     Sales   Sales    Sales    Sales   Sales    Sales
          Charge    Charge   Charge   Charge   Charge  Charge   Charge   Charge
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------

Class      191.30%   209.07%  13.65%   20.58%   19.56%  20.99%   11.28%   11.95%

A(1)
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Class

B(2)       195.10%   195.10%  14.64%   19.64%   19.82%  20.01%   11.43%   11.43%

---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Class

C(3)       186.26%   186.26%  18.69%   19.69%   20.07%  20.07%   11.09%   11.09%

---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Class

N(4)     78.31%(4) 78.31%(4)  19.10%   20.10%   20.54%  20.54% 9.19%(4) 9.19%(4)

---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Class

Y(5)     217.73%(5)217.73%(5) 21.00%   21.00%   21.35%  21.35% 13.92%(5)13.92%(5)

---------------------------------------------------------------------------------
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 09/30/07

-----------------------------------------------------------------------------
-----------------------------------------------------------------------------
                                 1-Year         5-Years         10-Years
-----------------------------------------------------------------------------
-----------------------------------------------------------------------------

After Taxes on Distributions     12.47%          19.14%           9.76%

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

After Taxes on                   9.99%           17.25%           9.15%

Distributions and
Redemption of Fund Shares
-----------------------------------------------------------------------------

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

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


|X|   Morningstar Ratings. From time to time the Fund may publish the star
rating of the performance of its classes of shares by Morningstar, Inc.
("Morningstar"), an independent mutual fund monitoring service. Morningstar
rates mutual funds in their specialized market sector. The Fund is rated
among the world stock.


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


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


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

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

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

ABOUT YOUR ACCOUNT

------------------------------------------------------------------------------
                              How to Buy Shares
------------------------------------------------------------------------------


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


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

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


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


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

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

Oppenheimer AMT-Free Municipals       Oppenheimer MidCap Fund

                                         ----------------------------------------
                                         ----------------------------------------
Oppenheimer AMT-Free New York

Municipals                            Oppenheimer New Jersey Municipal Fund

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

Oppenheimer Balanced Fund             Oppenheimer Pennsylvania Municipal Fund

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

Oppenheimer Baring China Fund         Oppenheimer Portfolio Series:

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

Oppenheimer Baring Japan Fund            Active Allocation Fund

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

Oppenheimer Baring SMA International
Fund                                     Equity Investor Fund

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

Oppenheimer Core Bond Fund               Conservative Investor Fund

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

Oppenheimer California Municipal Fund    Moderate Investor Fund

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

                                         ----------------------------------------
Oppenheimer Capital Appreciation Fund Oppenheimer Portfolio Series Fixed Income

                                      Active Allocation Fund


                                      Fund.

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

Oppenheimer Capital Income Fund       Oppenheimer Principal Protected Main
                                      Street Fund
                                      Oppenheimer Principal Protected Main
Oppenheimer Champion Income Fund      Street Fund II
Oppenheimer Commodity Strategy Total  Oppenheimer Principal Protected Main
Return Fund                           Street Fund III
Oppenheimer Convertible Securities
Fund                                  Oppenheimer Quest Balanced Fund

                                         ----------------------------------------
                                      Oppenheimer Quest International Value
Oppenheimer Developing Markets Fund   Fund, Inc.
                                         ----------------------------------------
                                         ----------------------------------------
Oppenheimer Discovery Fund            Oppenheimer Quest Opportunity Value Fund
                                         ----------------------------------------
                                         ----------------------------------------

Oppenheimer Dividend Growth Fund      Oppenheimer Real Estate Fund

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

Oppenheimer Emerging Growth Fund      Oppenheimer Rising Dividends Fund, Inc.

                                         ----------------------------------------
 --------------------------------------------------------------------------------
 Oppenheimer Enterprise Fund             Oppenheimer Rochester Arizona
                                         Municipal Fund
 --------------------------------------------------------------------------------
                                         ----------------------------------------
                                         Oppenheimer Rochester Maryland
 Oppenheimer Equity Fund, Inc.           Municipal Fund
                                         ----------------------------------------
                                         ----------------------------------------
                                      Oppenheimer Rochester Massachusetts

Oppenheimer Equity Income Fund, Inc.  Municipal Fund

                                         ----------------------------------------
                                         ----------------------------------------
                                      Oppenheimer Rochester Michigan Municipal
Oppenheimer Global Fund               Fund
                                         ----------------------------------------
                                         ----------------------------------------
                                      Oppenheimer Rochester Minnesota Municipal

Oppenheimer Global Opportunities Fund Fund

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

Oppenheimer Global Value Fund         Oppenheimer Rochester National Municipals

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

Oppenheimer Gold & Special Minerals   Oppenheimer Rochester North Carolina
Fund                                  Municipal Fund

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

Oppenheimer International Bond Fund   Oppenheimer Rochester Ohio Municipal Fund

                                         ----------------------------------------
                                         ----------------------------------------
Oppenheimer International             Oppenheimer Rochester Virginia Municipal
Diversified Fund                      Fund
                                         ----------------------------------------
                                         ----------------------------------------

Oppenheimer International Growth Fund Oppenheimer Select Value Fund

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

Oppenheimer International Small
Company Fund                          Oppenheimer Senior Floating Rate Fund

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

Oppenheimer International Value Fund  Oppenheimer Small- & Mid- Cap Value Fund

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

Oppenheimer Limited Term California
Municipal Fund                        Oppenheimer SMA Core Bond Fund

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

Oppenheimer Limited-Term Government
Fund                                  Oppenheimer SMA International Bond Fund

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

Oppenheimer Limited Term Municipal    Oppenheimer Strategic Income Fund
Fund

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

Oppenheimer Main Street Fund          Oppenheimer U.S. Government Trust

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

Oppenheimer Main Street Opportunity
Fund                                   Oppenheimer Value Fund

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

Oppenheimer Main Street Small Cap     Limited-Term New York Municipal Fund
Fund
                                      Rochester Fund Municipals


LifeCycle Funds
  Oppenheimer Transition 2010 Fund
  Oppenheimer Transition 2015 Fund
  Oppenheimer Transition 2020 Fund
  Oppenheimer Transition 2030 Fund

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

                                         ----------------------------------------
                                         ----------------------------------------
And the following money market funds:
                                         ----------------------------------------
                                         ----------------------------------------

Oppenheimer Cash Reserves             Centennial Government Trust

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

Oppenheimer Institutional Money
Market Fund                           Centennial Money Market Trust

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

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


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

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

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

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

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

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



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


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

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

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

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

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

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


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

      If you make payments from your bank account to purchase shares of the
Fund, your bank account will be debited automatically. Normally the debit
will be made two business days prior to the investment dates you selected on
your application. Neither the Distributor, the Transfer Agent nor the Fund
shall be responsible for any delays in purchasing shares that result from
delays in ACH transmissions.

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


      Retirement Plans.  Certain types of retirement plans are entitled to
purchase shares of the Fund without sales charges or at reduced sales charge
rates, as described in Appendix A to this SAI. 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 had less than $1 million in assets invested in applicable investments
(other than assets invested in money market funds), then the retirement plan
may purchase only Class C shares of the Oppenheimer funds. If, on the date
the plan sponsor signed the Merrill Lynch record keeping service agreement,
the plan had $1 million or more in assets but less than $5 million in assets
invested in applicable investments (other than assets invested in money
market funds), then the retirement plan may purchase only Class N shares of
the Oppenheimer funds. If, on the date the plan sponsor signed the Merrill
Lynch record keeping service agreement, the plan had $5 million or more in
assets invested in applicable investments (other than assets invested in
money market funds), then the retirement plan may purchase only Class A
shares of the Oppenheimer funds.

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


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

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

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

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

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


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


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

      |X|   Availability of Class N Shares. In addition to the description of
the types of retirement plans which may purchase Class N shares contained in
the prospectus, Class N shares also are offered to the following:
o     to all rollover IRAs (including SEP IRAs and SIMPLE IRAs),
o     to all rollover contributions made to Individual 401(k) plans,
            Profit-Sharing Plans and Money Purchase Pension Plans,
o     to all direct rollovers from OppenheimerFunds-sponsored Pinnacle and
            Ascender retirement plans,
o     to all trustee-to-trustee IRA transfers,
o     to all 90-24 type 403(b) transfers,

o     to Group Retirement Plans (as defined in Appendix A to this SAI) 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
            IRC, 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 Retirement Plans with at least 100 eligible employees or $500,000 or
            more in plan assets,
o     to OppenheimerFunds-sponsored Ascender 401(k) plans that pay for the
            purchase with the redemption proceeds of Class A shares of one or
            more Oppenheimer funds, and
o     to certain customers of broker-dealers and financial advisors that are
            identified in a special agreement between the broker-dealer or
            financial advisor and the Distributor for that purpose.

      The sales concession and the advance of the service fee, as described
in the Prospectus, will not be paid to dealers of record on sales of Class N
shares on:
o     purchases of Class N shares in amounts of $500,000 or more by a
            retirement plan that pays for the purchase with the redemption
            proceeds of Class A shares of one or more Oppenheimer funds
            (other than rollovers from an OppenheimerFunds-sponsored Pinnacle
            or Ascender 401(k) plan to any IRA invested in the Oppenheimer
            funds),
o     purchases of Class N shares in amounts of $500,000 or more by a
            retirement plan that pays for the purchase with the redemption
            proceeds of  Class C shares of one or more Oppenheimer funds held
            by the plan for more than one year (other than rollovers from an
            OppenheimerFunds-sponsored Pinnacle or Ascender 401(k) plan to
            any IRA invested in the Oppenheimer funds), and
o     on purchases of Class N shares by an OppenheimerFunds-sponsored
            Pinnacle or Ascender 401(k) plan made with the redemption
            proceeds of Class A shares of one or more Oppenheimer funds.

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


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


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


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


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

      Listed below are certain cases in which the Fund has elected, in its
discretion, not to assess the Fund Account Fees.  These exceptions are
subject to change:
o     A fund account whose shares were acquired after September 30th of the
            prior year;
o     A fund account that has a balance below $500 due to the automatic
            conversion of shares from Class B to Class A shares. However,
            once all Class B shares held in the account have been converted
            to Class A shares the new account balance may become subject to
            the Minimum Balance Fee;
o     Accounts of shareholders who elect to access their account documents
            electronically via eDoc Direct;
o     A fund account that has only certificated shares and, has a balance
            below $500 and is being escheated;

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


o     Accounts held under the Oppenheimer Legacy Program and/or holding
            certain Oppenheimer Variable Account Funds;
o     Omnibus accounts holding shares pursuant to the Pinnacle, Ascender,

            Custom Plus, Record(k)eeper Pro and Pension Alliance Retirement
            Plan programs; and

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

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

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


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

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

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

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

     |X|  Securities  Valuation.  The Fund's Board of Trustees  has  established
procedures  for  the  valuation  of the  Fund's  securities.  In  general  those
procedures  are as  follows:  o Equity  securities  traded on a U.S.  securities
exchange  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, on that day, or

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

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

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

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

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

o     Long-term debt securities having a remaining maturity in excess of 60
days are valued based on the mean between the "bid" and "asked" prices
determined by a portfolio pricing service approved by 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.

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

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

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

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

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

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

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

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

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

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

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

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


How to Sell Shares

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

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

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

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

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


      Any capital gain that was realized when the shares were redeemed is
taxable, and reinvestment will not alter any capital gains tax payable on
that gain. If there has been a capital loss on the redemption, some or all of
the loss may not be tax deductible, depending on the timing and amount of the
reinvestment. Under the IRC, 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 SAI. 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 IRC 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 IRC, 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 IRC requires that tax be withheld from any
distribution even if the shareholder elects not to have tax withheld. The
Fund, the Manager, the Distributor, and the Transfer Agent assume no
responsibility to determine whether a distribution satisfies the conditions
of applicable tax laws and will not be responsible for any tax penalties
assessed in connection with a distribution.


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

      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 A to this SAI).


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


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


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

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

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

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

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

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

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

How to Exchange Shares

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

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

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

   The following funds do not offer Class N shares:

   Limited Term New York Municipal Fund      Oppenheimer Rochester Arizona
                                             Municipal Fund
   Oppenheimer AMT-Free Municipals           Oppenheimer Rochester Maryland
                                             Municipal Fund
   Oppenheimer AMT-Free New York Municipals  Oppenheimer Rochester Massachusetts
                                             Municipal Fund
   Oppenheimer California Municipal Fund     Oppenheimer Rochester Michigan
                                             Municipal Fund
   Oppenheimer Institutional Money Market    Oppenheimer Rochester Minnesota
   Fund                                      Municipal Fund
   Oppenheimer Limited Term California       Oppenheimer Rochester National
   Municipal Fund                            Municipals
   Oppenheimer Limited Term Municipal Fund   Oppenheimer Rochester North Carolina
                                             Municipal Fund
   Oppenheimer Money Market Fund, Inc.       Oppenheimer Rochester Ohio Municipal
                                             Fund
   Oppenheimer New Jersey Municipal Fund     Oppenheimer Rochester Virginia
                                             Municipal Fund
   Oppenheimer Principal Protected Main      Oppenheimer Senior Floating Rate Fund
   Street Fund II
   Oppenheimer Pennsylvania Municipal Fund   Rochester Fund Municipals


   The following funds do not offer Class Y shares:

   Limited Term New York Municipal Fund     Oppenheimer Pennsylvania Municipal Fund
   Oppenheimer AMT-Free Municipals          Oppenheimer Principal Protected Main

                                            Street Fund
   Oppenheimer AMT-Free New York Municipals Oppenheimer Principal Protected Main
                                            Street Fund II

   Oppenheimer Balanced Fund                Oppenheimer Principal Protected Main
                                            Street Fund III

   Oppenheimer California Municipal Fund    Oppenheimer Quest International Value
                                            Fund, Inc.
   Oppenheimer Capital Income Fund           Oppenheimer Rochester Arizona
                                             Municipal Fund
   Oppenheimer Cash Reserves                 Oppenheimer Rochester Maryland
                                             Municipal Fund

   Oppenheimer Convertible Securities Fund   Oppenheimer Rochester Massachusetts
                                             Municipal Fund
   Oppenheimer Dividend Growth Fund          Oppenheimer Rochester Michigan
                                             Municipal Fund
   Oppenheimer Equity Income Fund, Inc.      Oppenheimer Rochester Minnesota
                                             Municipal Fund

   Oppenheimer Gold & Special Minerals Fund  Oppenheimer Rochester National
                                             Municipals

   Oppenheimer Institutional Money Market    Oppenheimer Rochester North Carolina
   Fund                                      Municipal Fund
   Oppenheimer Limited Term California       Oppenheimer Rochester Ohio Municipal
   Municipal Fund                            Fund
   Oppenheimer Limited Term Municipal Fund   Oppenheimer Rochester Virginia

                                             Municipal Fund

   Oppenheimer New Jersey Municipal Fund



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

o     Oppenheimer  Institutional  Money Market Fund only offers Class E, Class
      L and Class P shares.

o     Class B and Class C shares of Oppenheimer Cash Reserves are generally
      available only by exchange from the same class of shares of other
      Oppenheimer funds or through OppenheimerFunds-sponsored 401(k) plans.
o     Class M shares of Oppenheimer Convertible Securities Fund may be
      exchanged only for Class A shares of other Oppenheimer funds. They may
      not be acquired by exchange of shares of any class of any other
      Oppenheimer funds except Class A shares of Oppenheimer Money Market
      Fund, Inc. or Oppenheimer Cash Reserves acquired by exchange of Class M
      shares.

o     Class A shares of Oppenheimer funds may be exchanged at net asset value
      for shares of certain money market funds offered by the Distributor.
      Shares of certain money market funds purchased without a sales charge
      may be exchanged for shares of Oppenheimer funds offered with a sales
      charge upon payment of the sales charge.
o     Shares of the Fund acquired by reinvestment of dividends or
      distributions from any of the other Oppenheimer funds or from any unit
      investment trust for which reinvestment arrangements have been made
      with the Distributor may be exchanged at net asset value for shares of
      the same class of any of the other Oppenheimer funds into which you may
      exchange shares.

o     Shares of Oppenheimer Principal Protected Main Street Fund may be
      exchanged at net asset value for shares of the same class of any of the
      other Oppenheimer funds into which you may exchange shares. However,
      shareholders are not permitted to exchange shares of other Oppenheimer
      funds for shares of Oppenheimer Principal Protected Main Street Fund
      until after the expiration of the warranty period (8/5/2010).
o     Shares of Oppenheimer Principal Protected Main Street Fund II may be
      exchanged at net asset value for shares of the same class of any of the
      other Oppenheimer funds into which you may exchange shares. However,
      shareholders are not permitted to exchange shares of other Oppenheimer
      funds for shares of Oppenheimer Principal Protected Main Street Fund II
      until after the expiration of the warranty period (3/3/2011).
o     Shares of Oppenheimer Principal Protected Main Street Fund III may be
      exchanged at net asset value for shares of the same class of any of the
      other Oppenheimer funds into which you may exchange shares. However,
      shareholders are not permitted to exchange shares of other Oppenheimer
      funds for shares of Oppenheimer Principal Protected Main Street Fund
      III until after the expiration of the warranty period (12/16/2011).

o     Class A, Class B, Class C and Class N shares of Oppenheimer Developing
      Markets Fund may be acquired by exchange only with a minimum initial
      investment of $50,000. An existing shareholder of that fund may make
      additional exchanges into that fund with as little as $50.
o     Shares of Oppenheimer International Small Company Fund may be acquired
      only by existing shareholders of that fund. Existing shareholders may
      make exchanges into the fund with as little as $50.
o     In most cases, shares of Oppenheimer Small- & Mid-Cap Value Fund may be
      acquired only by shareholders who currently own shares of that Fund.
o     Oppenheimer Global Value Fund only offers Class A and Class Y shares.
      Class Y shares of that fund may be acquired only by participants in
      certain group retirement plans that have an agreement with the
      Distributor.


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

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


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

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


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

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

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

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

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

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

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

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

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

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

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

      When you exchange some or all of your shares from one fund to another,
any special account features that are available in the new fund (such as an
Asset Builder Plan or Automatic Withdrawal Plan) will be switched to the new
fund account unless you tell the Transfer Agent not to do so.

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

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

Dividends, Capital Gains and Taxes

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

      Qualification as a Regulated Investment Company. The Fund has elected
to be taxed as a regulated investment company under Subchapter M of the IRC
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 IRC 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 IRC, 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 IRC, 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 IRC 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. The Fund may be subject to U.S. Federal income tax, and an interest
charge, on certain distributions or gains from the sale of shares of a
foreign company considered to be a PFIC, even if those amounts are paid out
as dividends to shareholders. To avoid imposition of the interest charge, the
Fund may elect to "mark to market" all PFIC shares that it holds at the end
of each taxable year. In that case, any increase or decrease in the value of
those shares would be recognized as ordinary income or as ordinary loss (but
only to the extent of previously recognized "mark-to-market" gains).

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

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

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

      Tax Effects of Redemptions of Shares. If a shareholder redeems all or a
portion of his/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 IRC 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. Any tax withheld by the Fund is remitted by the Fund to the U.S.
Treasury and all income and any tax withheld is identified in reports mailed
to shareholders in March of each year with a copy sent to the IRS.

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

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

Dividend Reinvestment in Another Fund. Shareholders of 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 into which you may exchange
shares. Reinvestment will be made without sales charge at the net asset value
per share in effect at the close of business on the payable date of the
dividend or distribution. To elect this option, the shareholder must notify
the Transfer Agent in writing and must have an existing account in the fund
selected for reinvestment. Otherwise the shareholder first must obtain a
prospectus for that fund and an application from the Distributor to establish
an account. Dividends and/or distributions from shares of certain other
Oppenheimer funds may be invested in shares of 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. J.P. 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 Registered Public Accounting Firm. KPMG LLP serves as the
independent registered public accounting firm for the Fund.  KPMG LLP audits
the Fund's financial statements and performs other related audit services.
KPMG LLP also acts as the independent registered public accounting firm for
the Manager and certain other funds advised by the Manager and its
affiliates. Audit and non-audit services provided by KPMG LLP to the Fund
must be pre-approved by the Audit Committee.



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
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, 2007, and the related statement of operations for the year then ended, the
statements of changes in net assets for each of the years in the two-year period
then ended, and the financial highlights for each of the years in the five-year
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 the standards of the Public
Company Accounting Oversight Board (United States). Those standards require that
we plan and perform the audit to obtain reasonable assurance about whether the
financial statements 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, 2007, 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, 2007, the results of its operations
for the year then ended, the changes in its net assets for each of the years in
the two-year period then ended, and the financial highlights for each of the
years in the five-year period then ended, in conformity with U.S. generally
accepted accounting principles.

/s/ KPMG LLP
KPMG LLP

Denver, Colorado
November 16, 2007

STATEMENT OF INVESTMENTS  September 30, 2007
-------------------------------------------------------------------------------

                                                                         VALUE
                                                     SHARES         SEE NOTE 1
-------------------------------------------------------------------------------
COMMON STOCKS--99.5%
-------------------------------------------------------------------------------
CONSUMER DISCRETIONARY--19.9%
-------------------------------------------------------------------------------
AUTOMOBILES--2.8%
Bayerische
Motoren Werke
(BMW) AG                                          2,840,850   $    183,707,949
-------------------------------------------------------------------------------
Bayerische
Motoren Werke
(BMW) AG,
Preference                                          895,898         47,829,601
-------------------------------------------------------------------------------
Porsche AG,
Preference                                           73,247        156,459,202
-------------------------------------------------------------------------------
Toyota Motor
Corp.                                             2,048,812        119,937,396
                                                              -----------------
                                                                   507,934,148

-------------------------------------------------------------------------------
HOTELS, RESTAURANTS & LEISURE--2.7%
Carnival Corp.                                    4,660,832        225,724,094
-------------------------------------------------------------------------------
International
Game Technology                                   2,563,461        110,485,169
-------------------------------------------------------------------------------
McDonald's Corp.                                  2,501,800        136,273,046
-------------------------------------------------------------------------------
Shuffle Master,
Inc. 1                                            1,300,000         19,435,000
                                                              -----------------
                                                                   491,917,309

-------------------------------------------------------------------------------
HOUSEHOLD DURABLES--2.6%
Koninklijke
(Royal) Philips
Electronics NV                                    5,108,946        230,572,432
-------------------------------------------------------------------------------
Sony Corp.                                        4,961,028        238,556,843
                                                              -----------------
                                                                   469,129,275

-------------------------------------------------------------------------------
LEISURE EQUIPMENT & PRODUCTS--0.2%
Sega Sammy
Holdings, Inc.                                    2,342,200         31,198,067
-------------------------------------------------------------------------------
MEDIA--4.7%
Dish TV India Ltd. 1                             10,934,339         20,210,607
-------------------------------------------------------------------------------
Getty Images, Inc. 1                                842,010         23,441,558
-------------------------------------------------------------------------------
Grupo Televisa SA,
Sponsored GDR                                     6,943,888        167,833,773
-------------------------------------------------------------------------------
Pearson plc                                       4,918,347         76,226,529
-------------------------------------------------------------------------------
Sirius Satellite
Radio, Inc. 1                                    42,077,323        146,849,857

                                                                         VALUE
                                                     SHARES         SEE NOTE 1
-------------------------------------------------------------------------------
MEDIA Continued
Walt Disney Co.
(The)                                             5,406,100   $    185,915,779
-------------------------------------------------------------------------------
Wire & Wireless
India Ltd. 1                                      9,886,622         11,189,828
-------------------------------------------------------------------------------
WPP Group plc                                     6,241,370         84,536,111
-------------------------------------------------------------------------------
Zee Entertainment
Enterprises Ltd.                                 16,563,942        142,101,351
                                                              -----------------
                                                                   858,305,393

-------------------------------------------------------------------------------
SPECIALTY RETAIL--3.9%
H&M Hennes &
Mauritz AB, Cl. B                                 5,128,006        325,071,065
-------------------------------------------------------------------------------
Industria de
Diseno Textil SA                                  3,000,200        202,183,764
-------------------------------------------------------------------------------
Tiffany & Co.                                     3,498,978        183,171,498
                                                              -----------------
                                                                   710,426,327

-------------------------------------------------------------------------------
TEXTILES, APPAREL & LUXURY GOODS--3.0%
Bulgari SpA                                       5,978,800         94,120,766
-------------------------------------------------------------------------------
Burberry Group
plc                                               6,030,519         81,063,323
-------------------------------------------------------------------------------
Coach, Inc. 1                                     1,325,800         62,670,566
-------------------------------------------------------------------------------
LVMH Moet
Hennessey Louis
Vuitton                                           2,130,510        255,403,579
-------------------------------------------------------------------------------
Tod's SpA                                           625,404         52,517,563
                                                              -----------------
                                                                   545,775,797

-------------------------------------------------------------------------------
CONSUMER STAPLES--8.0%
-------------------------------------------------------------------------------
BEVERAGES--2.4%
Companhia de
Bebidas das
Americas, ADR,
Preference                                        2,019,510        147,686,766
-------------------------------------------------------------------------------
Diageo plc                                        4,142,271         91,022,159
-------------------------------------------------------------------------------
Fomento
Economico
Mexicano SA de
CV, UBD                                          33,465,438        124,653,203
-------------------------------------------------------------------------------
Grupo Modelo
SA de CV, Series C                               15,408,976         73,963,761
                                                              -----------------
                                                                   437,325,889



STATEMENT OF INVESTMENTS  Continued
--------------------------------------------------------------------------------

                                                                         VALUE
                                                     SHARES         SEE NOTE 1
-------------------------------------------------------------------------------
FOOD & STAPLES RETAILING--2.0%
Seven & I Holdings
Co. Ltd.                                          1,937,863   $     49,853,177
-------------------------------------------------------------------------------
Tesco plc                                        18,027,540        162,014,014
-------------------------------------------------------------------------------
Wal-Mart
Stores, Inc.                                      3,363,500        146,816,775
                                                              -----------------
                                                                   358,683,966

-------------------------------------------------------------------------------
FOOD PRODUCTS--0.9%
Cadbury
Schweppes plc                                    14,164,975        164,324,839
-------------------------------------------------------------------------------
HOUSEHOLD PRODUCTS--2.7%
Colgate-Palmolive
Co.                                               2,018,200        143,938,024
-------------------------------------------------------------------------------
Hindustan
Unilever Ltd.                                    18,225,796        100,899,946
-------------------------------------------------------------------------------
Reckitt Benckiser
plc                                               4,208,239        247,280,105
                                                              -----------------
                                                                   492,118,075

-------------------------------------------------------------------------------
ENERGY--5.9%
-------------------------------------------------------------------------------
ENERGY EQUIPMENT & SERVICES--2.5%
Technip SA                                        2,298,560        205,506,584
-------------------------------------------------------------------------------
Transocean, Inc. 1                                2,260,232        255,519,228
                                                              -----------------
                                                                   461,025,812

-------------------------------------------------------------------------------
OIL, GAS & CONSUMABLE FUELS--3.4%
BP plc, ADR                                       1,980,458        137,344,762
-------------------------------------------------------------------------------
Chevron Corp.                                     1,603,116        150,019,595
-------------------------------------------------------------------------------
Husky Energy, Inc.                                5,410,566        225,474,248
-------------------------------------------------------------------------------
Total SA                                          1,288,222        104,230,718
                                                              -----------------
                                                                   617,069,323

-------------------------------------------------------------------------------
FINANCIALS--13.7%
-------------------------------------------------------------------------------
CAPITAL MARKETS--3.3%
Credit Suisse
Group                                             3,950,844        262,315,002
-------------------------------------------------------------------------------
Morgan Stanley                                    2,303,502        145,120,626
-------------------------------------------------------------------------------
Northern Trust
Corp.                                             2,841,144        188,282,613
                                                              -----------------
                                                                   595,718,241

                                                                         VALUE
                                                     SHARES         SEE NOTE 1
-------------------------------------------------------------------------------
COMMERCIAL BANKS--4.4%
BNP Paribas SA                                      409,260   $     44,784,059
-------------------------------------------------------------------------------
HSBC Holdings plc                                 9,463,550        173,108,152
-------------------------------------------------------------------------------
ICICI Bank Ltd.,
Sponsored ADR                                     1,078,400         56,853,248
-------------------------------------------------------------------------------
Resona Holdings,
Inc.                                                 23,822         40,694,497
-------------------------------------------------------------------------------
Royal Bank of
Scotland Group
plc (The)                                        21,610,134        232,124,567
-------------------------------------------------------------------------------
Societe Generale,
Cl. A                                               907,205        152,233,576
-------------------------------------------------------------------------------
Sumitomo Mitsui
Financial Group,
Inc.                                                 13,448        104,224,299
                                                              -----------------
                                                                   804,022,398

-------------------------------------------------------------------------------
CONSUMER FINANCE--0.5%
Credit Saison Co.
Ltd.                                              3,133,156         80,739,492
-------------------------------------------------------------------------------
DIVERSIFIED FINANCIAL SERVICES--0.6%
Investor AB,
B Shares                                          4,293,594        110,269,829
-------------------------------------------------------------------------------
INSURANCE--4.9%
ACE Ltd.                                          1,799,251        108,980,633
-------------------------------------------------------------------------------
AFLAC, Inc.                                       2,141,000        122,122,640
-------------------------------------------------------------------------------
Allianz SE                                        1,059,411        247,521,699
-------------------------------------------------------------------------------
American
International
Group, Inc.                                       2,039,700        137,985,705
-------------------------------------------------------------------------------
Manulife Financial
Corp.                                               237,698          9,800,427
-------------------------------------------------------------------------------
Prudential plc                                   11,154,969        171,514,838
-------------------------------------------------------------------------------
XL Capital Ltd.,
Cl. A                                             1,193,400         94,517,280
                                                              -----------------
                                                                   892,443,222

-------------------------------------------------------------------------------
HEALTH CARE--6.7%
-------------------------------------------------------------------------------
BIOTECHNOLOGY--2.2%
3SBio, Inc., ADS 1                                  755,600         10,903,308
-------------------------------------------------------------------------------
Acadia
Pharmaceuticals,
Inc. 1                                            1,335,500         20,099,275
-------------------------------------------------------------------------------
Genentech, Inc. 1                                   863,952         67,405,535




                                                                         VALUE
                                                     SHARES         SEE NOTE 1
-------------------------------------------------------------------------------
BIOTECHNOLOGY Continued
Gilead Sciences,
Inc. 1                                            3,726,804   $    152,314,479
-------------------------------------------------------------------------------
InterMune, Inc. 1                                 1,214,900         23,241,037
-------------------------------------------------------------------------------
NicOx SA 1                                          949,512         22,746,370
-------------------------------------------------------------------------------
Pharmion Corp. 1                                    322,500         14,880,150
-------------------------------------------------------------------------------
Regeneron
Pharmaceuticals,
Inc. 1                                              801,562         14,267,804
-------------------------------------------------------------------------------
Seattle Genetics,
Inc. 1                                            1,845,268         20,740,812
-------------------------------------------------------------------------------
Theravance, Inc. 1                                1,861,200         48,558,708
                                                              -----------------
                                                                   395,157,478

-------------------------------------------------------------------------------
HEALTH CARE EQUIPMENT & SUPPLIES--0.8%
Hospira, Inc. 1                                     459,300         19,037,985
-------------------------------------------------------------------------------
IDEXX
Laboratories, Inc. 1                                163,809         17,951,828
-------------------------------------------------------------------------------
Smith & Nephew
plc                                               7,468,357         91,299,274
-------------------------------------------------------------------------------
Swiss
Medical SA 1,2,3                                    960,000         17,441,244
                                                              -----------------
                                                                   145,730,331

-------------------------------------------------------------------------------
LIFE SCIENCES TOOLS & SERVICES--0.1%
Nektar
Therapeutics 1                                    1,260,528         11,130,462
-------------------------------------------------------------------------------
PHARMACEUTICALS--3.6%
Chugai
Pharmaceutical
Co. Ltd.                                          2,959,082         48,869,356
-------------------------------------------------------------------------------
Johnson &
Johnson                                             661,400         43,453,980
-------------------------------------------------------------------------------
Novo Nordisk AS,
Cl. B                                               422,600         51,007,211
-------------------------------------------------------------------------------
Roche Holding AG                                  1,205,648        218,606,221
-------------------------------------------------------------------------------
Sanofi-Aventis SA                                 2,052,313        173,774,538
-------------------------------------------------------------------------------
Shionogi & Co.
Ltd.                                              7,750,380        119,496,130
                                                              -----------------
                                                                   655,207,436

                                                                         VALUE
                                                     SHARES         SEE NOTE 1
-------------------------------------------------------------------------------
INDUSTRIALS--11.7%
-------------------------------------------------------------------------------
AEROSPACE & DEFENSE--4.3%
Boeing Co.                                        1,122,884   $    117,891,591
-------------------------------------------------------------------------------
Empresa Brasileira
de Aeronautica
SA, ADR                                           3,729,996        163,821,424
-------------------------------------------------------------------------------
European
Aeronautic
Defence &
Space Co.                                         5,574,650        171,383,385
-------------------------------------------------------------------------------
Lockheed Martin
Corp.                                             1,053,610        114,306,149
-------------------------------------------------------------------------------
Northrop
Grumman Corp.                                     1,168,600         91,150,800
-------------------------------------------------------------------------------
Raytheon Co.                                      1,932,084        123,305,601
                                                              -----------------
                                                                   781,858,950

-------------------------------------------------------------------------------
AIR FREIGHT & LOGISTICS--0.3%
TNT NV                                            1,371,800         57,509,618
-------------------------------------------------------------------------------
United Parcel
Service, Inc., Cl. B                                 84,400          6,338,440
                                                              -----------------
                                                                    63,848,058

-------------------------------------------------------------------------------
BUILDING PRODUCTS--1.0%
Assa Abloy AB,
Cl. B                                             8,783,371        182,302,551
-------------------------------------------------------------------------------
COMMERCIAL SERVICES & SUPPLIES--0.7%
Experian Group
Ltd.                                              3,003,185         31,767,056
-------------------------------------------------------------------------------
Secom Co. Ltd.                                    1,869,000         89,980,151
                                                              -----------------
                                                                   121,747,207

-------------------------------------------------------------------------------
ELECTRICAL EQUIPMENT--1.6%
Emerson
Electric Co.                                      3,874,620        206,207,276
-------------------------------------------------------------------------------
Mitsubishi Electric
Corp.                                             6,538,000         81,650,904
                                                              -----------------
                                                                   287,858,180

-------------------------------------------------------------------------------
INDUSTRIAL CONGLOMERATES--3.2%
3M Co.                                            2,087,000        195,301,460
-------------------------------------------------------------------------------
Siemens AG                                        2,786,387        382,423,461
                                                              -----------------
                                                                   577,724,921




STATEMENT OF INVESTMENTS  Continued
--------------------------------------------------------------------------------

                                                                         VALUE
                                                     SHARES         SEE NOTE 1
-------------------------------------------------------------------------------
MACHINERY--0.6%
Fanuc Ltd.                                          486,100   $     49,555,835
-------------------------------------------------------------------------------
Hyundai Heavy
Industries Co. Ltd.                                 130,381         60,261,323
                                                              -----------------
                                                                   109,817,158

-------------------------------------------------------------------------------
INFORMATION TECHNOLOGY--27.9%
-------------------------------------------------------------------------------
COMMUNICATIONS EQUIPMENT--8.0%
Cisco Systems, Inc. 1                             2,859,399         94,674,701
-------------------------------------------------------------------------------
Corning, Inc.                                     7,883,298        194,323,296
-------------------------------------------------------------------------------
Juniper Networks,
Inc. 1                                            9,202,992        336,921,537
-------------------------------------------------------------------------------
Tandberg ASA                                      4,558,762        109,714,699
-------------------------------------------------------------------------------
Telefonaktiebolaget
LM Ericsson,
B Shares                                        179,913,736        720,313,836
                                                              -----------------
                                                                 1,455,948,069

-------------------------------------------------------------------------------
COMPUTERS & PERIPHERALS--0.1%
Qisda Corp. 1                                    45,115,000         22,802,057
-------------------------------------------------------------------------------
ELECTRONIC EQUIPMENT & INSTRUMENTS--2.8%
Hoya Corp.                                        3,827,716        130,184,790
-------------------------------------------------------------------------------
Keyence Corp.                                       377,551         83,816,223
-------------------------------------------------------------------------------
Kyocera Corp.                                       929,300         86,836,041
-------------------------------------------------------------------------------
Murata
Manufacturing
Co. Ltd.                                          2,319,204        166,450,877
-------------------------------------------------------------------------------
Nidec Corp.                                         642,308         45,040,192
                                                              -----------------
                                                                   512,328,123

-------------------------------------------------------------------------------
INTERNET SOFTWARE & SERVICES--1.8%
eBay, Inc. 1                                      8,264,808        322,492,808
-------------------------------------------------------------------------------
IT SERVICES--2.3%
Automatic Data
Processing, Inc.                                  4,422,400        203,120,832
-------------------------------------------------------------------------------
Infosys
Technologies Ltd.                                 4,433,793        210,604,472
                                                              -----------------
                                                                   413,725,304

-------------------------------------------------------------------------------
OFFICE ELECTRONICS--0.4%
Canon, Inc.                                       1,231,182         66,693,243

                                                                         VALUE
                                                     SHARES         SEE NOTE 1
-------------------------------------------------------------------------------
SEMICONDUCTORS & SEMICONDUCTOR EQUIPMENT--6.4%
Advanced Micro
Devices, Inc. 1                                  10,723,842   $    141,554,714
-------------------------------------------------------------------------------
Altera Corp.                                      5,381,718        129,591,769
-------------------------------------------------------------------------------
Cree, Inc. 1                                      3,708,468        115,333,355
-------------------------------------------------------------------------------
Linear Technology
Corp.                                             2,225,030         77,853,800
-------------------------------------------------------------------------------
Maxim Integrated
Products, Inc.                                    4,964,155        145,697,949
-------------------------------------------------------------------------------
MediaTek, Inc.                                   12,417,615        223,043,288
-------------------------------------------------------------------------------
Samsung
Electronics Co.                                     150,494         94,552,065
-------------------------------------------------------------------------------
Taiwan
Semiconductor
Manufacturing
Co. Ltd.                                         51,756,973        100,865,435
-------------------------------------------------------------------------------
Taiwan
Semiconductor
Manufacturing
Co. Ltd., ADR                                     4,256,372         43,074,485
-------------------------------------------------------------------------------
Xilinx, Inc.                                      3,595,800         93,994,212
                                                              -----------------
                                                                 1,165,561,072

-------------------------------------------------------------------------------
SOFTWARE--6.1%
Adobe Systems,
Inc. 1                                            4,504,754        196,677,560
-------------------------------------------------------------------------------
Enix Corp.                                        2,500,000         82,705,785
-------------------------------------------------------------------------------
Intuit, Inc. 1                                    6,183,400        187,357,020
-------------------------------------------------------------------------------
Microsoft Corp.                                   9,080,102        267,499,805
-------------------------------------------------------------------------------
Nintendo Co. Ltd.                                   271,500        140,547,465
-------------------------------------------------------------------------------
SAP AG                                            4,090,629        239,328,249
                                                              -----------------
                                                                 1,114,115,884

-------------------------------------------------------------------------------
MATERIALS--0.6%
-------------------------------------------------------------------------------
CHEMICALS--0.6%
Praxair, Inc.                                       666,100         55,792,536
-------------------------------------------------------------------------------
Syngenta AG                                         218,195         47,181,800
                                                              -----------------
                                                                   102,974,336

-------------------------------------------------------------------------------
TELECOMMUNICATION SERVICES--4.3%
-------------------------------------------------------------------------------
WIRELESS TELECOMMUNICATION SERVICES--4.3%
KDDI Corp.                                           24,477        181,555,774
-------------------------------------------------------------------------------
SK Telecom Co.
Ltd., ADR                                         6,113,336        181,566,079



                                                                         VALUE
                                                     SHARES         SEE NOTE 1
-------------------------------------------------------------------------------
WIRELESS TELECOMMUNICATION SERVICES Continued
Vodafone Group
plc                                             116,684,569   $    422,648,526
                                                              -----------------
                                                                   785,770,379

-------------------------------------------------------------------------------
UTILITIES--0.8%
-------------------------------------------------------------------------------
ELECTRIC UTILITIES--0.8%
Fortum Oyj                                        3,753,300        137,760,334
                                                              -----------------
Total Common Stocks
(Cost $11,412,118,408)                                          18,060,981,743

                                                                         VALUE
                                                     SHARES         SEE NOTE 1
-------------------------------------------------------------------------------
INVESTMENTS IN AFFILIATED COMPANIES--0.2%
-------------------------------------------------------------------------------
Oppenheimer
Institutional Money
Market Fund, Cl. E,
5.37%  3,4
(Cost $34,066,752)                               34,066,752   $     34,066,752

-------------------------------------------------------------------------------
TOTAL INVESTMENTS,
AT VALUE
(COST $11,446,185,160)                                 99.7%    18,095,048,495
-------------------------------------------------------------------------------
OTHER ASSETS
NET OF LIABILITIES                                      0.3         62,946,609
                                               --------------------------------
NET ASSETS                                            100.0%  $ 18,157,995,104
                                               ================================

FOOTNOTES TO STATEMENT OF INVESTMENTS

1. Non-income producing security.

2. Illiquid or restricted security. The aggregate value of illiquid or
restricted securities as of September 30, 2007 was $17,441,244, which represents
0.10% of the Fund's net assets, all of which is considered restricted. See Note
6 of accompanying Notes.

3. Is or was an affiliate, as defined in the Investment Company Act of 1940, at
or during the period ended September 30, 2007, by virtue of the Fund owning at
least 5% of the voting securities of the issuer or as a result of the Fund and
the issuer having the same investment advisor. Transactions during the period in
which the issuer was an affiliate are as follows:



                                        SHARES           GROSS           GROSS               SHARES
                            SEPTEMBER 30, 2006       ADDITIONS      REDUCTIONS   SEPTEMBER 30, 2007
----------------------------------------------------------------------------------------------------

AtheroGenics, Inc.                   2,500,000       1,062,300       3,562,300                   --
Oppenheimer Institutional
Money Market Fund, Cl. E                    --   1,816,316,235   1,782,249,483           34,066,752
Swiss Medical SA                       960,000              --              --              960,000




                                                         VALUE        DIVIDEND             REALIZED
                                                    SEE NOTE 1          INCOME                 LOSS
----------------------------------------------------------------------------------------------------

AtheroGenics, Inc.                               $          --   $          --   $       38,674,227
Oppenheimer Institutional
Money Market Fund, Cl. E                            34,066,752       4,059,171                   --
Swiss Medical SA                                    17,441,244              --                   --
                                                 ---------------------------------------------------
                                                 $  51,507,996   $   4,059,171   $       38,674,227
                                                 ===================================================


4. Rate shown is the 7-day yield as of September 30, 2007.




STATEMENT OF INVESTMENTS  Continued
--------------------------------------------------------------------------------

DISTRIBUTION OF INVESTMENTS REPRESENTING GEOGRAPHIC HOLDINGS, AS A PERCENTAGE OF
TOTAL INVESTMENTS AT VALUE, IS AS FOLLOWS:

GEOGRAPHIC HOLDINGS                                              VALUE  PERCENT
--------------------------------------------------------------------------------
United States                                         $  6,288,307,791     34.8%
United Kingdom                                           2,134,507,199     11.8
Japan                                                    2,038,586,537     11.3
Sweden                                                   1,337,957,281      7.4
Germany                                                  1,257,270,161      6.9
France                                                     958,679,424      5.3
India                                                      541,859,452      3.0
Switzerland                                                528,103,023      2.9
The Netherlands                                            459,465,435      2.5
Taiwan                                                     389,785,265      2.2
Mexico                                                     366,450,737      2.0
Korea, Republic of South                                   336,379,467      1.8
Brazil                                                     311,508,190      1.7
Canada                                                     235,274,675      1.3
Cayman Islands                                             203,497,913      1.1
Spain                                                      202,183,764      1.1
Italy                                                      146,638,329      0.8
Finland                                                    137,760,334      0.8
Norway                                                     109,714,699      0.6
Denmark                                                     51,007,211      0.3
Jersey, Channel Islands                                     31,767,056      0.2
Argentina                                                   17,441,244      0.1
China                                                       10,903,308      0.1
                                                      --------------------------
Total                                                 $ 18,095,048,495    100.0%
                                                      ==========================

SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.



STATEMENT OF ASSETS AND LIABILITIES  September 30, 2007
--------------------------------------------------------------------------------


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

ASSETS
---------------------------------------------------------------------------------------------------------
Investments, at value--see accompanying statement of investments:
Unaffiliated companies (cost $11,381,728,408)                                           $ 18,043,540,499
Affiliated companies (cost $64,456,752)                                                       51,507,996
                                                                                        -----------------
                                                                                          18,095,048,495
---------------------------------------------------------------------------------------------------------
Cash                                                                                           6,311,700
---------------------------------------------------------------------------------------------------------
Cash--foreign currencies (cost $20,362,022)                                                   20,656,238
---------------------------------------------------------------------------------------------------------
Unrealized appreciation on foreign currency contracts                                            466,548
---------------------------------------------------------------------------------------------------------
Receivables and other assets:
Investments sold                                                                             119,101,500
Dividends                                                                                     24,322,526
Shares of beneficial interest sold                                                             2,311,063
Other                                                                                          2,330,925
                                                                                        -----------------
Total assets                                                                              18,270,548,995

---------------------------------------------------------------------------------------------------------
LIABILITIES
---------------------------------------------------------------------------------------------------------
Unrealized depreciation on foreign currency contracts                                            173,132
---------------------------------------------------------------------------------------------------------
Payables and other liabilities:
Investments purchased                                                                         73,785,469
Shares of beneficial interest redeemed                                                        22,010,244
Distribution and service plan fees                                                            10,209,056
Transfer and shareholder servicing agent fees                                                  2,458,530
Trustees' compensation                                                                         2,418,786
Shareholder communications                                                                       630,168
Foreign capital gains tax                                                                        130,039
Other                                                                                            738,467
                                                                                        -----------------
Total liabilities                                                                            112,553,891

---------------------------------------------------------------------------------------------------------
NET ASSETS                                                                              $ 18,157,995,104
                                                                                        =================

---------------------------------------------------------------------------------------------------------
COMPOSITION OF NET ASSETS
---------------------------------------------------------------------------------------------------------
Paid-in capital                                                                         $ 10,595,120,208
---------------------------------------------------------------------------------------------------------
Accumulated net investment income                                                             65,285,834
---------------------------------------------------------------------------------------------------------
Accumulated net realized gain on investments and foreign currency transactions               846,239,994
---------------------------------------------------------------------------------------------------------
Net unrealized appreciation on investments and translation
of assets and liabilities denominated in foreign currencies                                6,651,349,068
                                                                                        -----------------
NET ASSETS                                                                              $ 18,157,995,104
                                                                                        =================




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 $13,935,012,711 and 170,919,102 shares of beneficial interest outstanding)           $ 81.53
Maximum offering price per share (net asset value plus sales charge
of 5.75% of offering price)                                                             $ 86.50
------------------------------------------------------------------------------------------------
Class B Shares:
Net asset value, redemption price (excludes applicable contingent
deferred sales charge) and offering price per share (based on net assets
of $1,182,183,691 and 15,642,312 shares of beneficial interest outstanding)             $ 75.58
------------------------------------------------------------------------------------------------
Class C Shares:
Net asset value, redemption price (excludes applicable contingent
deferred sales charge) and offering price per share (based on net assets
of $1,549,182,403 and 20,138,580 shares of beneficial interest outstanding)             $ 76.93
------------------------------------------------------------------------------------------------
Class N Shares:
Net asset value, redemption price (excludes applicable contingent deferred sales
charge) and offering price per share (based on net assets
of $466,691,639 and 5,775,396 shares of beneficial interest outstanding)                $ 80.81
------------------------------------------------------------------------------------------------
Class Y Shares:
Net asset value, redemption price and offering price per share
(based on net assets of $1,024,924,660 and 12,492,329 shares
of beneficial interest outstanding)                                                     $ 82.04


SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.




STATEMENT OF OPERATIONS  For the Year Ended September 30, 2007
--------------------------------------------------------------------------------


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

INVESTMENT INCOME
------------------------------------------------------------------------------------------------------
Dividends:
Unaffiliated companies (net of foreign withholding taxes of $7,574,764)                 $ 290,418,752
Affiliated companies                                                                        4,059,171
------------------------------------------------------------------------------------------------------
Interest                                                                                      498,330
------------------------------------------------------------------------------------------------------
Portfolio lending fees                                                                     10,393,567
------------------------------------------------------------------------------------------------------
Other income                                                                                  141,601
                                                                                        --------------
Total investment income                                                                   305,511,421

------------------------------------------------------------------------------------------------------
EXPENSES
------------------------------------------------------------------------------------------------------
Management fees                                                                           107,925,849
------------------------------------------------------------------------------------------------------
Distribution and service plan fees:
Class A                                                                                    32,018,371
Class B                                                                                    12,840,966
Class C                                                                                    14,803,126
Class N                                                                                     2,301,066
------------------------------------------------------------------------------------------------------
Transfer and shareholder servicing agent fees:
Class A                                                                                    21,697,087
Class B                                                                                     2,224,541
Class C                                                                                     2,176,037
Class N                                                                                     1,439,644
Class Y                                                                                       308,387
------------------------------------------------------------------------------------------------------
Shareholder communications:
Class A                                                                                       816,903
Class B                                                                                       260,136
Class C                                                                                       133,296
Class N                                                                                        18,083
Class Y                                                                                        25,982
------------------------------------------------------------------------------------------------------
Custodian fees and expenses                                                                 2,304,560
------------------------------------------------------------------------------------------------------
Trustees' compensation                                                                        970,054
------------------------------------------------------------------------------------------------------
Other                                                                                         417,590
                                                                                        --------------
Total expenses                                                                            202,681,678
Less reduction to custodian expenses                                                           (2,086)
Less waivers and reimbursements of expenses                                                   (76,846)
                                                                                        --------------
Net expenses                                                                              202,602,746

------------------------------------------------------------------------------------------------------
NET INVESTMENT INCOME                                                                     102,908,675





STATEMENT OF OPERATIONS  Continued
--------------------------------------------------------------------------------


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

REALIZED AND UNREALIZED GAIN (LOSS)
--------------------------------------------------------------------------------------------------------
Net realized gain (loss) on:
Investments:
   Unaffiliated companies (net of foreign capital gains tax of $2,962,852)              $ 1,045,668,818
   Affiliated companies                                                                     (38,674,227)
Foreign currency transactions                                                                87,177,562
Increase from payment by affiliate                                                              117,389
                                                                                        ----------------
Net realized gain                                                                         1,094,289,542
--------------------------------------------------------------------------------------------------------
Net change in unrealized appreciation on:
Investments (net of foreign capital gains tax of $1,817,636)                              1,521,750,467
Translation of assets and liabilities denominated in foreign currencies                     471,439,670
                                                                                        ----------------
Net change in unrealized appreciation                                                     1,993,190,137

--------------------------------------------------------------------------------------------------------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS                                    $ 3,190,388,354
                                                                                        ================


SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.




STATEMENTS OF CHANGES IN NET ASSETS
--------------------------------------------------------------------------------



YEAR ENDED SEPTEMBER 30,                                                    2007               2006
----------------------------------------------------------------------------------------------------

OPERATIONS
----------------------------------------------------------------------------------------------------
Net investment income                                           $    102,908,675   $     69,709,110
----------------------------------------------------------------------------------------------------
Net realized gain                                                  1,094,289,542      1,045,788,263
----------------------------------------------------------------------------------------------------
Net change in unrealized appreciation                              1,993,190,137        667,119,903
                                                                ------------------------------------
Net increase in net assets resulting from operations               3,190,388,354      1,782,617,276

----------------------------------------------------------------------------------------------------
DIVIDENDS AND/OR DISTRIBUTIONS TO SHAREHOLDERS
----------------------------------------------------------------------------------------------------
Dividends from net investment income:
Class A                                                             (119,953,361)       (68,537,063)
Class B                                                                       --                 --
Class C                                                                 (899,040)                --
Class N                                                               (1,590,707)          (910,564)
Class Y                                                              (11,329,948)        (2,848,372)
                                                                ------------------------------------
                                                                    (133,773,056)       (72,295,999)
----------------------------------------------------------------------------------------------------
Distributions from net realized gain:
Class A                                                             (708,486,567)      (320,948,026)
Class B                                                              (80,080,261)       (47,068,929)
Class C                                                              (83,248,362)       (36,978,219)
Class N                                                              (24,861,072)       (10,192,572)
Class Y                                                              (37,610,062)        (8,652,855)
                                                                ------------------------------------
                                                                    (934,286,324)      (423,840,601)

----------------------------------------------------------------------------------------------------
BENEFICIAL INTEREST TRANSACTIONS
----------------------------------------------------------------------------------------------------
Net increase (decrease) in net assets resulting
from beneficial interest transactions:
Class A                                                              172,659,549        722,673,118
Class B                                                             (335,559,804)      (245,316,856)
Class C                                                               17,959,793        112,068,876
Class N                                                              (10,584,304)        64,093,278
Class Y                                                              320,570,748        312,026,242
                                                                ------------------------------------
                                                                     165,045,982        965,544,658

----------------------------------------------------------------------------------------------------
NET ASSETS
----------------------------------------------------------------------------------------------------
Total increase                                                     2,287,374,956      2,252,025,334
----------------------------------------------------------------------------------------------------
Beginning of period                                               15,870,620,148     13,618,594,814
                                                                ------------------------------------
End of period (including accumulated net investment income
of $65,285,834 and $31,750,440, respectively)                   $ 18,157,995,104   $ 15,870,620,148
                                                                ====================================


SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.




FINANCIAL HIGHLIGHTS
--------------------------------------------------------------------------------



CLASS A    YEAR ENDED SEPTEMBER 30,                2007               2006           2005          2004             2003
---------------------------------------------------------------------------------------------------------------------------

PER SHARE OPERATING DATA
---------------------------------------------------------------------------------------------------------------------------
Net asset value, beginning of period        $     72.17        $     66.16    $     52.64    $    44.32       $    35.25
---------------------------------------------------------------------------------------------------------------------------
Income (loss) from investment operations:
Net investment income                               .54 1              .42 1          .39 1         .21              .21
Net realized and unrealized gain                  13.74               8.04          13.47          8.45             8.86
                                            -------------------------------------------------------------------------------
Total from investment operations                  14.28               8.46          13.86          8.66             9.07
---------------------------------------------------------------------------------------------------------------------------
Dividends and/or distributions to
   shareholders:
Dividends from net investment income               (.71)              (.43)          (.34)         (.34)              --
Distributions from net realized gain              (4.21)             (2.02)            --            --               --
                                            -------------------------------------------------------------------------------
Total dividends and/or distributions
   to shareholders                                (4.92)             (2.45)          (.34)         (.34)              --
---------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period              $     81.53        $     72.17    $     66.16    $    52.64       $    44.32
                                            ===============================================================================

---------------------------------------------------------------------------------------------------------------------------
TOTAL RETURN, AT NET ASSET VALUE 2                20.58%             13.13%         26.40%        19.58%           25.73%
---------------------------------------------------------------------------------------------------------------------------

---------------------------------------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA
---------------------------------------------------------------------------------------------------------------------------
Net assets, end of period (in thousands)    $13,935,013        $12,130,083    $10,418,176    $8,232,135       $5,904,063
---------------------------------------------------------------------------------------------------------------------------
Average net assets (in thousands)           $13,298,893        $11,451,054    $ 9,449,471    $7,542,447       $4,950,791
---------------------------------------------------------------------------------------------------------------------------
Ratios to average net assets: 3
Net investment income                              0.71%              0.61%          0.66%         0.48%            0.59%
Total expenses                                     1.05% 4,5,6        1.08% 6        1.12% 6       1.15% 6,7        1.23% 6
---------------------------------------------------------------------------------------------------------------------------
Portfolio turnover rate                              15%                23%            29%           22%              46%


1. Per share amounts calculated based on the average shares outstanding during
the period.

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 less than one full
year. Returns do not reflect the deduction of taxes that a shareholder would pay
on fund distributions or the redemption of fund shares.

3. Annualized for periods less than one full year.

4. Total expenses including indirect expenses from affiliated fund were as
follows:

      Year Ended September 30, 2007      1.05%

5. Voluntary waiver or reimbursement of indirect management fees less than
0.005%.

6. Reduction to custodian expenses less than 0.005%.

7. Voluntary waiver of transfer agent fees less than 0.005%.

SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.






CLASS B    YEAR ENDED SEPTEMBER 30,                2007               2006           2005          2004             2003
--------------------------------------------------------------------------------------------------------------------------

PER SHARE OPERATING DATA
--------------------------------------------------------------------------------------------------------------------------
Net asset value, beginning of period        $     67.09        $     61.72    $     49.24    $    41.52       $    33.30
--------------------------------------------------------------------------------------------------------------------------
Income (loss) from investment operations:
Net investment loss                                (.07) 1            (.14) 1        (.09) 1       (.31)            (.25)
Net realized and unrealized gain                  12.77               7.53          12.57          8.03             8.47
                                            ------------------------------------------------------------------------------
Total from investment operations                  12.70               7.39          12.48          7.72             8.22
--------------------------------------------------------------------------------------------------------------------------
Dividends and/or distributions to
  shareholders:
Dividends from net investment income                 --                 --             --            -- 2             --
Distributions from net realized gain              (4.21)             (2.02)            --            --               --
                                            ------------------------------------------------------------------------------
Total dividends and/or distributions
   to shareholders                                (4.21)             (2.02)            --            --               --
--------------------------------------------------------------------------------------------------------------------------

Net asset value, end of period              $     75.58        $     67.09    $     61.72    $    49.24       $    41.52
                                            ==============================================================================

--------------------------------------------------------------------------------------------------------------------------
TOTAL RETURN, AT NET ASSET VALUE 3                19.64%             12.26%         25.35%        18.60%           24.69%
--------------------------------------------------------------------------------------------------------------------------

--------------------------------------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA
--------------------------------------------------------------------------------------------------------------------------
Net assets, end of period (in thousands)    $ 1,182,184        $ 1,365,386    $ 1,488,390    $1,329,910       $1,224,725
--------------------------------------------------------------------------------------------------------------------------
Average net assets (in thousands)           $ 1,285,702        $ 1,447,546    $ 1,430,704    $1,361,457       $1,113,678
--------------------------------------------------------------------------------------------------------------------------
Ratios to average net assets: 4
Net investment loss                               (0.10)%            (0.22)%        (0.16)%       (0.39)%          (0.27)%
Total expenses                                     1.84% 5            1.89%          1.93%         1.98%            2.07%
Expenses after payments, waivers and/or
reimbursements and reduction to
custodian expenses                                 1.84%              1.89%          1.93%         1.97%            2.07%
--------------------------------------------------------------------------------------------------------------------------
Portfolio turnover rate                              15%                23%            29%           22%              46%


1. Per share amounts calculated based on the average shares outstanding during
the period.

2. Less than $0.005 per share.

3. 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 less than one full
year. Returns do not reflect the deduction of taxes that a shareholder would pay
on fund distributions or the redemption of fund shares.

4. Annualized for periods less than one full year.

5. Total expenses including indirect expenses from affiliated fund were as
follows:

      Year Ended September 30, 2007      1.84%

SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.




FINANCIAL HIGHLIGHTS  Continued
--------------------------------------------------------------------------------



CLASS C    YEAR ENDED SEPTEMBER 30,                2007               2006           2005          2004             2003
--------------------------------------------------------------------------------------------------------------------------

PER SHARE OPERATING DATA
--------------------------------------------------------------------------------------------------------------------------
Net asset value, beginning of period        $     68.23        $     62.72    $     50.00    $    42.19       $    33.82
--------------------------------------------------------------------------------------------------------------------------
Income (loss) from investment operations:
Net investment loss                                (.03) 1            (.10) 1        (.06) 1       (.04)            (.04)
Net realized and unrealized gain                  12.99               7.63          12.78          7.91             8.41
                                            ------------------------------------------------------------------------------
Total from investment operations                  12.96               7.53          12.72          7.87             8.37
--------------------------------------------------------------------------------------------------------------------------
Dividends and/or distributions to
   shareholders:
Dividends from net investment income               (.05)                --             --          (.06)              --
Distributions from net realized gain              (4.21)             (2.02)            --            --               --
                                            ------------------------------------------------------------------------------
Total dividends and/or distributions
   to shareholders                                (4.26)             (2.02)            --          (.06)              --
--------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period              $     76.93        $     68.23    $     62.72    $    50.00       $    42.19
                                            ==============================================================================

--------------------------------------------------------------------------------------------------------------------------
TOTAL RETURN, AT NET ASSET VALUE 2                19.69%             12.29%         25.44%        18.66%           24.75%
--------------------------------------------------------------------------------------------------------------------------

--------------------------------------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA
--------------------------------------------------------------------------------------------------------------------------
Net assets, end of period (in thousands)    $ 1,549,182        $ 1,352,705    $ 1,135,134    $  846,382       $  610,815
--------------------------------------------------------------------------------------------------------------------------
Average net assets (in thousands)           $ 1,481,391        $ 1,264,053    $   998,745    $  778,637       $  508,597
--------------------------------------------------------------------------------------------------------------------------
Ratios to average net assets: 3
Net investment loss                               (0.04)%            (0.15)%        (0.10)%       (0.29)%          (0.20)%
Total expenses                                     1.80% 4            1.84%          1.88%         1.91%            2.02%
Expenses after payments, waivers and/or
   reimbursements and reduction to
   custodian expenses                              1.80%              1.84%          1.87%         1.91%            2.02%
--------------------------------------------------------------------------------------------------------------------------
Portfolio turnover rate                              15%                23%            29%           22%              46%


1. Per share amounts calculated based on the average shares outstanding during
the period.

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 less than one full
year. Returns do not reflect the deduction of taxes that a shareholder would pay
on fund distributions or the redemption of fund shares.

3. Annualized for periods less than one full year.

4. Total expenses including indirect expenses from affiliated fund were as
follows:

      Year Ended September 30, 2007      1.80%

SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.






CLASS N    YEAR ENDED SEPTEMBER 30,                2007               2006           2005          2004             2003
-------------------------------------------------------------------------------------------------------------------------

PER SHARE OPERATING DATA
-------------------------------------------------------------------------------------------------------------------------
Net asset value, beginning of period        $     71.45        $     65.53    $     52.21    $    44.04       $    35.13
-------------------------------------------------------------------------------------------------------------------------
Income (loss) from investment operations:
Net investment income                               .24 1              .16 1          .16 1         .09              .10
Net realized and unrealized gain                  13.60               7.96          13.33          8.32             8.81
                                            -----------------------------------------------------------------------------
Total from investment operations                  13.84               8.12          13.49          8.41             8.91
-------------------------------------------------------------------------------------------------------------------------
Dividends and/or distributions to
   shareholders:
Dividends from net investment income               (.27)              (.18)          (.17)         (.24)              --
Distributions from net realized gain              (4.21)             (2.02)            --            --               --
                                            -----------------------------------------------------------------------------
Total dividends and/or distributions
   to shareholders                                (4.48)             (2.20)          (.17)         (.24)              --
-------------------------------------------------------------------------------------------------------------------------

Net asset value, end of period              $     80.81        $     71.45    $     65.53    $    52.21       $    44.04
                                            =============================================================================

-------------------------------------------------------------------------------------------------------------------------
TOTAL RETURN, AT NET ASSET VALUE 2                20.10%             12.69%         25.88%        19.13%           25.36%
-------------------------------------------------------------------------------------------------------------------------

-------------------------------------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA
-------------------------------------------------------------------------------------------------------------------------
Net assets, end of period (in thousands)    $   466,691        $   420,221    $   324,647    $  219,888       $  108,641
-------------------------------------------------------------------------------------------------------------------------
Average net assets (in thousands)           $   461,018        $   381,875    $   272,659    $  173,134       $   77,891
-------------------------------------------------------------------------------------------------------------------------
Ratios to average net assets: 3
Net investment income                              0.32%              0.24%          0.27%         0.14%            0.36%
Total expenses                                     1.46% 4            1.47%          1.51%         1.58%            1.66%
Expenses after payments, waivers and/or
  reimbursements and reduction to
  custodian expenses                               1.46%              1.47%          1.51%         1.53%            1.53%
-------------------------------------------------------------------------------------------------------------------------
Portfolio turnover rate                              15%                23%            29%           22%              46%


1. Per share amounts calculated based on the average shares outstanding during
the period.

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 less than one full
year. Returns do not reflect the deduction of taxes that a shareholder would pay
on fund distributions or the redemption of fund shares.

3. Annualized for periods less than one full year.

4. Total expenses including indirect expenses from affiliated fund were as
follows:

      Year Ended September 30, 2007      1.46%

SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.




FINANCIAL HIGHLIGHTS  Continued
--------------------------------------------------------------------------------



CLASS Y    YEAR ENDED SEPTEMBER 30,                2007               2006           2005          2004             2003
-------------------------------------------------------------------------------------------------------------------------

PER SHARE OPERATING DATA
-------------------------------------------------------------------------------------------------------------------------
Net asset value, beginning of period        $     72.75        $     66.65    $     52.99    $    44.57       $    35.38
-------------------------------------------------------------------------------------------------------------------------
Income (loss) from investment operations:
Net investment income                               .86 1              .72 1          .49 1         .28              .20
Net realized and unrealized gain                  13.79               8.06          13.64          8.55             8.99
                                            -----------------------------------------------------------------------------
Total from investment operations                  14.65               8.78          14.13          8.83             9.19
-------------------------------------------------------------------------------------------------------------------------
Dividends and/or distributions to
   shareholders:
Dividends from net investment income              (1.15)              (.66)          (.47)         (.41)              --
Distributions from net realized gain              (4.21)             (2.02)            --            --               --
                                            -----------------------------------------------------------------------------
Total dividends and/or distributions
   to shareholders                                (5.36)             (2.68)          (.47)         (.41)              --
-------------------------------------------------------------------------------------------------------------------------

Net asset value, end of period              $     82.04        $     72.75    $     66.65    $    52.99       $    44.57
                                            =============================================================================

-------------------------------------------------------------------------------------------------------------------------
TOTAL RETURN, AT NET ASSET VALUE 2                21.00%             13.57%         26.76%        19.89%           25.98%
-------------------------------------------------------------------------------------------------------------------------

-------------------------------------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA
-------------------------------------------------------------------------------------------------------------------------
Net assets, end of period (in thousands)    $ 1,024,925        $   602,225    $   252,248    $  403,736       $  263,670
-------------------------------------------------------------------------------------------------------------------------
Average net assets (in thousands)           $   818,654        $   434,064    $   252,837    $  350,225       $  207,637
-------------------------------------------------------------------------------------------------------------------------
Ratios to average net assets: 3
Net investment income                              1.11%              1.03%          0.82%         0.73%            0.82%
Total expenses                                     0.68% 4            0.72%          0.81%         0.91%            1.06%
Expenses after payments, waivers and/or
   reimbursements and reduction to
   custodian expenses                              0.68%              0.72%          0.81%         0.91%            1.03%
-------------------------------------------------------------------------------------------------------------------------
Portfolio turnover rate                              15%                23%            29%           22%              46%


1. Per share amounts calculated based on the average shares outstanding during
the period.

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 less than one full
year. Returns do not reflect the deduction of taxes that a shareholder would pay
on fund distributions or the redemption of fund shares.

3. Annualized for periods less than one full year.

4. Total expenses including indirect expenses from affiliated fund were as
follows:

      Year Ended September 30, 2007      0.68%

SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.




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, however, the institutional investor
may impose charges on those accounts. All classes of shares have identical
rights and voting privileges with respect to the Fund in general and exclusive
voting rights on matters that affect that class alone. Earnings, net assets and
net asset value per share may differ due to each class having its own expenses,
such as transfer and shareholder servicing agent fees and shareholder
communications, directly attributable to that class. Class 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. The Fund calculates the net asset value of its shares as
of the close of the New York Stock Exchange (the "Exchange"), normally 4:00 P.M.
Eastern time, on each day the Exchange is open for business. Securities may be
valued primarily using dealer-supplied valuations or a portfolio pricing service
authorized by the Board of Trustees. Securities listed or traded on National
Stock Exchanges or other domestic 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. Securities traded on NASDAQ(R) are valued based on the
closing price provided by NASDAQ 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 traded on
foreign exchanges are valued based on the last sale price on the principal
exchange on which the security is traded, as identified by the portfolio pricing
service, prior to the time when the Fund's assets are valued. In the absence of
a sale, the security is valued at the official closing price on the principal
exchange. Corporate, government and municipal debt instruments having a
remaining maturity in excess of sixty days and all mortgage-backed securities
will be valued at the mean between the "bid" and "asked" prices. Futures
contracts trade on a commodities or futures exchange will be valued at the final
settlement price or




NOTES TO FINANCIAL STATEMENTS  Continued
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
1. SIGNIFICANT ACCOUNTING POLICIES Continued

official closing price on the principal exchange as reported by such principal
exchange at its trading session ending at, or most recently prior to, the time
when the Fund's assets are valued. Options are valued daily based upon the last
sale price on the principal exchange on which the option is traded. Securities
(including restricted securities) for which market quotations are not readily
available are valued at their fair value. Foreign and domestic securities whose
values have been materially affected by what the Manager identifies as a
significant event occurring before the Fund's assets are valued but after the
close of their respective exchanges will be fair valued. Fair value is
determined in good faith using consistently applied procedures under the
supervision of the Board of Trustees. Investments in open-end registered
investment companies (including affiliated funds) are valued at that fund's net
asset value. 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 Fund's accounting records are maintained in
U.S. dollars. The values of securities denominated in foreign currencies and
amounts related to the purchase and sale of foreign securities and foreign
investment income are translated into U.S. dollars as of the close of the New
York Stock Exchange (the "Exchange"), normally 4:00 P.M. Eastern time, on each
day the Exchange is open for business. Foreign exchange rates may be valued
primarily using dealer supplied valuations or a portfolio pricing service
authorized by the Board of Trustees.

      Reported net realized foreign exchange gains or losses arise from sales of
portfolio securities, sales and maturities of short-term securities, sales of
foreign currencies, currency gains or losses realized between the trade and
settlement dates on securities transactions, and the difference between the
amounts of dividends, interest, and foreign withholding taxes recorded on the
Fund's books and the U.S. dollar equivalent of the amounts actually received or
paid. Net unrealized foreign exchange gains and losses arise from changes in the
values of assets and liabilities, including investments in securities at fiscal
period end, resulting from changes in exchange rates.

      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.

--------------------------------------------------------------------------------
INVESTMENT IN OPPENHEIMER INSTITUTIONAL MONEY MARKET FUND. The Fund is permitted
to invest daily available cash balances in an affiliated money market fund. The
Fund may invest the available cash in Class E shares of Oppenheimer
Institutional Money Market Fund ("IMMF") which seeks current income and
stability of principal. IMMF is a registered open-end management investment
company, regulated as a money market fund under the Investment Company Act of
1940, as amended. The Manager is also the investment advisor of IMMF. The Fund's
investment in IMMF is included in the Statement of Investments, if applicable.
As a shareholder, the Fund is subject to its proportional share




of IMMF's Class E expenses, including its management fee. The Manager will waive
fees and/or reimburse Fund expenses in an amount equal to the indirect
management fees incurred through the Fund's investment in IMMF.

--------------------------------------------------------------------------------
ALLOCATION OF INCOME, EXPENSES, GAINS AND LOSSES. Income, expenses (other than
those attributable to a specific class), gains and losses are allocated on a
daily basis 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 comply with provisions of the Internal
Revenue Code applicable to regulated investment companies and to distribute
substantially all of its investment company 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.

The tax components of capital shown in the table below represent distribution
requirements the Fund must satisfy under the income tax regulations, losses the
Fund may be able to offset against income and gains realized in future years and
unrealized appreciation or depreciation of securities and other investments for
federal income tax purposes.

                                                             NET UNREALIZED
                                                               APPRECIATION
                                                           BASED ON COST OF
                                                             SECURITIES AND
     UNDISTRIBUTED    UNDISTRIBUTED        ACCUMULATED    OTHER INVESTMENTS
     NET INVESTMENT       LONG-TERM               LOSS   FOR FEDERAL INCOME
     INCOME                    GAIN   CARRYFORWARD 1,2         TAX PURPOSES
     ----------------------------------------------------------------------
     $   167,792,404  $ 844,065,292   $             --   $    6,553,340,986

1. During the fiscal year ended September 30, 2007, the Fund utilized $643,527
of capital loss carryforward to offset capital gains realized in that fiscal
year.

2. During the fiscal year ended September 30, 2006, the Fund utilized $643,527
of capital loss carryforward to offset capital gains realized in that fiscal
year.

Net investment income (loss) and net realized gain (loss) may differ for
financial statement and 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. Accordingly, the
following amounts have been reclassified for September 30, 2007. Net assets of
the Fund were unaffected by the reclassifications.

                                   INCREASE TO        REDUCTION TO
                                   ACCUMULATED     ACCUMULATED NET
             INCREASE TO        NET INVESTMENT       REALIZED GAIN
             PAID-IN CAPITAL            INCOME    ON INVESTMENTS 3
             -----------------------------------------------------
             $    88,986,263    $   64,399,775    $    153,386,038

3. $101,717,884, including $97,303,000 of long-term capital gain, was
distributed in connection with Fund share redemptions.




NOTES TO FINANCIAL STATEMENTS  Continued
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
1. SIGNIFICANT ACCOUNTING POLICIES Continued

The tax character of distributions paid during the years ended September 30,
2007 and September 30, 2006 was as follows:

                                           YEAR ENDED       YEAR ENDED
                                       SEPT. 30, 2007   SEPT. 30, 2006
         -------------------------------------------------------------
         Distributions paid from:
         Ordinary income              $   209,577,935   $   72,295,999
         Long-term capital gain           858,481,445      423,840,601
                                      --------------------------------
         Total                        $ 1,068,059,380   $  496,136,600
                                      ================================

The aggregate cost of securities and other investments and the composition of
unrealized appreciation and depreciation of securities and other investments for
federal income tax purposes as of September 30, 2007 are noted below. The
primary difference between book and tax appreciation or depreciation of
securities and other investments, if applicable, is attributable to the tax
deferral of losses or tax realization of financial statement unrealized gain or
loss.

          Federal tax cost of securities           $  11,543,815,172
          Federal tax cost of other investments           38,758,276
                                                   -----------------
          Total federal tax cost                   $  11,582,573,448
                                                   =================

          Gross unrealized appreciation            $   6,729,165,531
          Gross unrealized depreciation                 (175,824,545)
                                                   -----------------
          Net unrealized appreciation              $   6,553,340,986
                                                   =================

Certain foreign countries impose a tax on capital gains which is accrued by the
Fund based on unrealized appreciation, if any, on affected securities. The tax
is paid when the gain is realized.

--------------------------------------------------------------------------------
TRUSTEES' COMPENSATION. The Fund has adopted an unfunded retirement plan (the
"Plan") for the Fund's independent trustees. Benefits are based on years of
service and fees paid to each trustee during their period of service. The Plan
was frozen with respect to adding new participants effective December 31, 2006
(the "Freeze Date") and existing Plan Participants as of the Freeze Date will
continue to receive accrued benefits under the Plan. Active independent trustees
as of the Freeze Date have each elected a distribution method with respect to
their benefits under the Plan. During the year ended September 30, 2007, the
Fund's projected benefit obligations were increased by $590,106 and payments of
$497,521 were made to retired trustees, resulting in an accumulated liability of
$1,609,635 as of September 30, 2007.

      The Board of Trustees has adopted a compensation deferral 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.
For purposes of determining the amount owed to the Trustee under the plan,
deferred amounts are treated as though equal dollar amounts had been invested in
shares of the Fund or in other Oppenheimer funds selected by the Trustee. The
Fund purchases shares of the funds selected for deferral




by the Trustee in amounts equal to his or her deemed investment, resulting in a
Fund asset equal to the deferred compensation liability. Such assets are
included as a component of "Other" within the asset section of the Statement of
Assets and Liabilities. 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. Amounts will be deferred
until distributed in accordance to the compensation deferral plan.

--------------------------------------------------------------------------------
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. Income and capital gain distributions, if
any, are declared and paid annually.

--------------------------------------------------------------------------------
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.

--------------------------------------------------------------------------------
CUSTODIAN FEES. "Custodian fees and expenses" in the Statement of Operations may
include interest expense incurred by the Fund on any cash overdrafts of its
custodian account during the period. Such cash overdrafts may result from the
effects of failed trades in portfolio securities and from cash outflows
resulting from unanticipated shareholder redemption activity. The Fund pays
interest to its custodian on such cash overdrafts, to the extent they are not
offset by positive cash balances maintained by the Fund, at a rate equal to the
Federal Funds Rate plus 0.50%. The "Reduction to custodian expenses" line item,
if applicable, represents earnings on cash balances maintained by the Fund
during the period. Such interest expense and other custodian fees may be paid
with these earnings.

--------------------------------------------------------------------------------
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.

--------------------------------------------------------------------------------
INDEMNIFICATIONS. The Fund's organizational documents provide current and former
trustees and officers with a limited indemnification against liabilities arising
in connection with the performance of their duties to the Fund. In the normal
course of business, the Fund may also enter into contracts that provide general
indemnifications. The Fund's maximum exposure under these arrangements is
unknown as this would be dependent on future claims that may be made against the
Fund. The risk of material loss from such claims is considered remote.

--------------------------------------------------------------------------------
OTHER. The preparation of financial statements in conformity with U.S. generally
accepted accounting principles 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.




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, 2007       YEAR ENDED SEPTEMBER 30, 2006
                                       SHARES              AMOUNT          SHARES              AMOUNT
--------------------------------------------------------------------------------------------------------

CLASS A
Sold                               27,788,177    $  2,105,039,981      34,238,188    $  2,363,625,634
Dividends and/or
distributions reinvested           10,615,743         775,732,066       5,556,427         366,224,073
Redeemed                          (35,550,270)     (2,708,112,498) 1  (29,202,154)     (2,007,176,589) 2
                                  ----------------------------------------------------------------------
Net increase                        2,853,650    $    172,659,549      10,592,461    $    722,673,118
                                  ======================================================================

--------------------------------------------------------------------------------------------------------
CLASS B
Sold                                1,839,005    $    129,449,888       2,897,644    $    186,627,181
Dividends and/or
distributions reinvested            1,087,652          73,808,035         696,236          42,929,917
Redeemed                           (7,637,370)       (538,817,727) 1   (7,354,910)       (474,873,954) 2
                                  ----------------------------------------------------------------------
Net decrease                       (4,710,713)   $   (335,559,804)     (3,761,030)   $   (245,316,856)
                                  ======================================================================

--------------------------------------------------------------------------------------------------------
CLASS C
Sold                                3,044,449    $    218,036,715       4,405,230    $    288,285,208
Dividends and/or
distributions reinvested            1,047,656          72,340,640         505,615          31,696,986
Redeemed                           (3,777,962)       (272,417,562) 1   (3,184,995)       (207,913,318) 2
                                  ----------------------------------------------------------------------
Net increase                          314,143    $     17,959,793       1,725,850    $    112,068,876
                                  ======================================================================

--------------------------------------------------------------------------------------------------------
CLASS N
Sold                                2,291,029    $    173,018,948       2,676,259    $    183,604,093
Dividends and/or
distributions reinvested              355,209          25,695,841         164,841          10,788,852
Redeemed                           (2,751,825)       (209,299,093) 1   (1,914,566)       (130,299,667) 2
                                  ----------------------------------------------------------------------
Net increase (decrease)              (105,587)   $    (10,584,304)        926,534    $     64,093,278
                                  ======================================================================

--------------------------------------------------------------------------------------------------------
CLASS Y
Sold                                4,767,347    $    364,993,046       5,414,025    $    377,116,117
Dividends and/or
distributions reinvested              653,762          48,193,961         166,020          10,995,532
Redeemed                           (1,207,225)        (92,616,259) 1   (1,086,129)        (76,085,407) 2
                                  ----------------------------------------------------------------------
Net increase                        4,213,884    $    320,570,748       4,493,916    $    312,026,242
                                  ======================================================================


1. Net of redemption fees of $86,828, $8,394, $9,672, $3,010 and $5,345 for
Class A, Class B, Class C, Class N and Class Y, respectively.

2. Net of redemption fees of $57,810, $7,308, $6,382, $1,928 and $2,191 for
Class A, Class B, Class C, Class N and Class Y, respectively.




--------------------------------------------------------------------------------
3. PURCHASES AND SALES OF SECURITIES

The aggregate cost of purchases and proceeds from sales of securities, other
than short-term obligations and investments in IMMF, for the year ended
September 30, 2007, were as follows:

                                         PURCHASES              SALES
         ------------------------------------------------------------
         Investment securities      $2,539,619,025     $3,365,472,251

--------------------------------------------------------------------------------
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 at an
annual rate of average net assets as shown in the following table:

FEE SCHEDULE EFFECTIVE SEPT. 1, 2007
-------------------------------------------
Up to $250 million                    0.80%
Next $250 million                     0.77
Next $500 million                     0.75
Next $1 billion                       0.69
Next $1.5 billion                     0.67
Next $2.5 billion                     0.65
Next $2.5 billion                     0.63
Next $2.5 billion                     0.60
Next $4 billion                       0.58
Next $8 billion                       0.56
Over $23 billion                      0.54

FEE SCHEDULE FROM OCT. 1, 2006 TO AUG. 31, 2007
-----------------------------------------------
Up to $250 million                    0.80%
Next $250 million                     0.77
Next $500 million                     0.75
Next $1 billion                       0.69
Next $1.5 billion                     0.67
Next $2.5 billion                     0.65
Next $2.5 billion                     0.63
Next $2.5 billion                     0.60
Next $4 billion                       0.58
Over $15 billion                      0.56

--------------------------------------------------------------------------------
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 per account fee. For the year ended September 30, 2007, the Fund paid
$27,833,318 to OFS for services to the Fund.

      Additionally, Class Y shares are subject to minimum fees of $10,000 per
annum 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.

--------------------------------------------------------------------------------
DISTRIBUTION AND SERVICE PLAN (12b-1) FEES. Under its General Distributor's
Agreement with the Fund, OppenheimerFunds Distributor, Inc. (the Distributor)
acts as the Fund's principal underwriter in the continuous public offering of
the Fund's classes of shares.

--------------------------------------------------------------------------------
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
periodically at an annual rate of up to 0.25% of the average annual net assets
of Class A shares of the Fund. The Distributor currently uses all of those fees
to pay dealers, brokers, banks and other financial institutions periodically for
providing personal services and maintenance of accounts of their customers that
hold Class A shares. Any unreimbursed expenses the Distributor




NOTES TO FINANCIAL STATEMENTS  Continued
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
4. FEES AND OTHER TRANSACTIONS WITH AFFILIATES Continued

incurs with respect to Class A shares in any fiscal year cannot be recovered in
subsequent periods. Fees incurred by the Fund under the plan are detailed in the
Statement of Operations.

--------------------------------------------------------------------------------
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 compensate the Distributor for its services in connection with the
distribution of those 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 each plan. If either the Class B, Class C or
Class N plan is terminated by the Fund or by the shareholders of a class, the
Board of Trustees and its independent trustees must determine whether the
Distributor shall be entitled to payment from the Fund of all or a portion of
the service fee and/or asset-based sales charge in respect to shares sold prior
to the effective date of such termination. The Distributor determines its
uncompensated expenses under the plan at calendar quarter ends. The
Distributor's aggregate uncompensated expenses under the plan at September 30,
2007 for Class C and Class N shares were $16,464,223 and $3,989,019,
respectively. Fees incurred by the Fund under the plans are detailed in the
Statement of Operations.

--------------------------------------------------------------------------------
SALES CHARGES. Front-end sales charges and contingent deferred sales charges
(CDSC) do not represent expenses of the Fund. They are deducted from the
proceeds of sales of Fund shares prior to investment or from redemption proceeds
prior to remittance, as applicable. The sales charges retained by the
Distributor from the sale of shares and the CDSC retained by the Distributor on
the redemption of shares is shown in the following table for the period
indicated.



                                                     CLASS A         CLASS B         CLASS C         CLASS N
                                     CLASS A      CONTINGENT      CONTINGENT      CONTINGENT      CONTINGENT
                                   FRONT-END        DEFERRED        DEFERRED        DEFERRED        DEFERRED
                               SALES CHARGES   SALES CHARGES   SALES CHARGES   SALES CHARGES   SALES CHARGES
                                 RETAINED BY     RETAINED BY     RETAINED BY     RETAINED BY     RETAINED BY
YEAR ENDED                       DISTRIBUTOR     DISTRIBUTOR     DISTRIBUTOR     DISTRIBUTOR     DISTRIBUTOR
------------------------------------------------------------------------------------------------------------

September 30, 2007             $   2,523,421   $      35,280   $   1,542,842   $      82,570   $       5,441


--------------------------------------------------------------------------------
PAYMENTS, WAIVERS AND REIMBURSEMENTS OF EXPENSES. OFS has voluntarily agreed to
limit transfer and shareholder servicing agent fees for all classes to 0.35% of
average annual net assets per class. During the year ended September 30, 2007,
OFS waived $88 for Class N shares. This undertaking may be amended or withdrawn
at any time.

      The Manager will waive fees and/or reimburse Fund expenses in an amount
equal to the indirect management fees incurred through the Fund's investment in
IMMF. During the year ended September 30, 2007, the Manager waived $76,758 for
IMMF management fees.

      The Distributor paid the Fund $117,389 in restitution as part of a
settlement with respect to an investigation of certain agreements between the
Distributor and various




financial intermediaries that had selling agreements with the Distributor. The
payment increased the Fund's total returns by less than 0.01%.

--------------------------------------------------------------------------------
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 to settle specific purchases or sales of securities
denominated in a foreign currency and for protection from adverse exchange rate
fluctuation. 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 prevailing foreign currency exchange rates.
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 transaction. Contracts closed or settled with the same broker are
recorded as net realized gains or losses. Such realized gains and losses are
reported with all other foreign currency gains and losses in the Statement of
Operations.

As of September 30, 2007, the Fund had outstanding foreign currency contracts as
follows:



                                                              CONTRACT         VALUATION
                                                EXPIRATION      AMOUNT             AS OF      UNREALIZED      UNREALIZED
CONTRACT DESCRIPTION                                 DATES      (000S)    SEPT. 30, 2007    APPRECIATION    DEPRECIATION
-------------------------------------------------------------------------------------------------------------------------

CONTRACTS TO PURCHASE
Euro [EUR]                                 10/1/07-10/2/07      17,104EUR $   24,389,174    $    222,990    $         --
Swedish Krone [SEK]                        10/1/07-10/2/07     114,146SEK     17,713,278         243,558              --
                                                                                            -----------------------------
                                                                                                 466,548              --
                                                                                            -----------------------------
CONTRACTS TO SELL
Canadian Dollar [CAD]                              10/1/07      11,523CAD     11,584,844              --          88,478
Singapore Dollar [SGD]                     10/1/07-10/2/07      20,814SGD     14,011,726              --          84,654
                                                                                            -----------------------------
                                                                                                      --         173,132
                                                                                            -----------------------------
Total unrealized appreciation and depreciation                                              $    466,548    $    173,132
                                                                                            =============================


--------------------------------------------------------------------------------
6. ILLIQUID OR RESTRICTED SECURITIES

As of September 30, 2007, investments in securities included issues that are
illiquid or restricted. Restricted securities are 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 will not invest 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




NOTES TO FINANCIAL STATEMENTS  Continued
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
6. ILLIQUID OR RESTRICTED SECURITIES Continued

institutional investors, are not subject to that limitation. Securities that are
illiquid or restricted are marked with the applicable  footnote on the Statement
of Investments. Information concerning restricted securities is as follows:



                                             ACQUISITION                  VALUATION AS OF        UNREALIZED
SECURITY                                           DATES           COST    SEPT. 30, 2007      DEPRECIATION
------------------------------------------------------------------------------------------------------------

Swiss Medical SA                         5/19/94-7/10/02   $ 30,390,000   $    17,441,244   $    12,948,756


--------------------------------------------------------------------------------
7. SECURITIES LENDING

The Fund lends portfolio securities from time to time in order to earn
additional income. In return, the Fund receives collateral in the form of
securities, letters of credit or cash, against the loaned securities and
maintains collateral in an amount not less than 100% of the market value of the
loaned securities during the period of the loan. The market value of the loaned
securities is determined at the close of business each day. If the Fund is
undercollateralized at the close of business due to an increase in market value
of securities on loan, additional collateral is requested from the borrowing
counterparty and is delivered to the Fund on the next business day. Cash
collateral may be invested in approved investments and the Fund bears the risk
of any loss in value of these investments. The Fund retains a portion of the
interest earned from the collateral. If the borrower defaults on its obligation
to return the securities loaned because of insolvency or other reasons, the Fund
could experience delays and cost in recovering the securities loaned or in
gaining access to the collateral. The Fund continues to receive the economic
benefit of interest or dividends paid on the securities loaned in the form of a
substitute payment received from the borrower. As of September 30, 2007, the
Fund had no securities on loan.

--------------------------------------------------------------------------------
8. RECENT ACCOUNTING PRONOUNCEMENT

In June 2006, the Financial Accounting Standards Board ("FASB") issued FASB
Interpretation No. 48 ("FIN 48"), ACCOUNTING FOR UNCERTAINTY IN INCOME TAXES.
FIN 48 clarifies the accounting for uncertainty in income taxes recognized in an
enterprise's financial statements in accordance with FASB Statement No. 109,
ACCOUNTING FOR INCOME TAXES. FIN 48 requires the evaluation of tax positions
taken in the course of preparing the Fund's tax returns to determine whether it
is "more-likely-than-not" that tax positions taken in the Fund's tax return will
be ultimately sustained. A tax liability and expense must be recorded in respect
of any tax position that, in Management's judgment, will not be fully realized.
FIN 48 is effective for fiscal years beginning after December 15, 2006. As of
September 30, 2007, the Manager has evaluated the implications of FIN 48 and
does not currently anticipate a material impact to the Fund's financial
statements. The Manager will continue to monitor the Fund's tax positions
prospectively for potential future impacts.




      In September 2006, ("FASB") issued Statement of Financial Accounting
Standards ("SFAS") No. 157, FAIR VALUE MEASUREMENTS. This standard establishes a
single authoritative definition of fair value, sets out a framework for
measuring fair value and expands disclosures about fair value measurements. SFAS
No. 157 applies to fair value measurements already required or permitted by
existing standards. SFAS No. 157 is effective for financial statements issued
for fiscal years beginning after November 15, 2007, and interim periods within
those fiscal years. As of September 30, 2007, the Manager does not believe the
adoption of SFAS No. 157 will materially impact the financial statement amounts;
however, additional disclosures may be required about the inputs used to develop
the measurements and the effect of certain of the measurements on changes in net
assets for the period.



                                  Appendix A


     OppenheimerFunds Special Sales Charge Arrangements and Waivers


     In certain  cases,  the initial  sales  charge that applies to purchases of
Class A shares(1) of the  Oppenheimer  funds or the  contingent  deferred  sales
charge  that may apply to Class A,  Class B,  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  the  purposes  of  some  of the  waivers  described  below  and in the
Prospectus and Statement of Additional Information of the applicable Oppenheimer
funds, the term "Retirement Plan" refers to the following types of plans:

     1) plans  created  or  qualified  under  Sections  401(a)  or 401(k) of the
Internal Revenue Code,

     2) non-qualified deferred compensation plans,

     3) employee benefit plans(3)

     4) Group Retirement Plans(4)

     5) 403(b)(7) custodial plan accounts

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

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

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

     I.  Applicability  of Class A Contingent  Deferred Sales Charges in Certain
Cases

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


     There is no initial  sales  charge on purchases of Class A shares of any of
the Oppenheimer funds in the cases listed below. However, these purchases may be
subject to the Class A contingent  deferred  sales charge if redeemed  within 18
months  (24  months  in the case of  shares of  Oppenheimer  Rochester  National
Municipals and Rochester Fund Municipals purchased prior to October 22, 2007) of
the  beginning  of the  calendar  month of their  purchase,  as described in the
Prospectus (unless a waiver described  elsewhere in this Appendix applies to the
redemption).  Additionally,  on shares  purchased  under these  waivers that are
subject to the Class A contingent  deferred sales charge,  the Distributor  will
pay the  applicable  concession  described  in the  Prospectus  under  "Class  A
Contingent Deferred Sales Charge."(5) This waiver provision applies to:


     |_| Purchases of Class A shares aggregating $1 million or more.

     |_|  Purchases of Class A shares,  prior to March 1, 2007,  by a Retirement
Plan that was  permitted to purchase  such shares at net asset value but subject
to a contingent  deferred  sales charge  prior to March 1, 2001.  That  included
plans  (other than IRA or 403(b)(7)  Custodial  Plans)  that:  1) bought  shares
costing  $500,000 or more,  2) had at the time of purchase 100 or more  eligible
employees  or total plan  assets of  $500,000 or more,  or 3)  certified  to the
Distributor that it projects to have annual plan purchases of $200,000 or more.


     |_|  Purchases  by  an  OppenheimerFunds-sponsored  Rollover  IRA,  if  the
purchases are made:

     1) through a broker, dealer, bank or registered investment adviser that has
made special arrangements with the Distributor for those purchases, or

     2) by a direct rollover of a distribution from a qualified  Retirement Plan
if the  administrator  of that  Plan  has  made  special  arrangements  with the
Distributor for those purchases.

     |_|  Purchases of Class A shares by  Retirement  Plans that have any of the
following record-keeping arrangements:

     1) The record  keeping is  performed by Merrill  Lynch Pierce  Fenner &
Smith,  Inc.  ("Merrill  Lynch") on a daily  valuation  basis for the Retirement
Plan. On the date the plan sponsor signs the  record-keeping  service  agreement
with Merrill Lynch, the Plan must have $3 million or more of its assets invested
in (a)  mutual  funds,  other than  those  advised  or managed by Merrill  Lynch
Investment  Management,  L.P. ("MLIM"),  that are made available under a Service
Agreement  between Merrill Lynch and the mutual fund's principal  underwriter or
distributor,  and (b) funds  advised or managed by MLIM (the funds  described in
(a) and (b) are referred to as "Applicable Investments").

     2) The record  keeping  for the  Retirement  Plan is  performed  on a daily
valuation  basis by a record keeper whose services are provided under a contract
or arrangement  between the Retirement  Plan and Merrill Lynch.  On the date the
plan sponsor signs the record keeping service  agreement with Merrill Lynch, the
Plan must have $5 million or more of its assets  (excluding  assets  invested in
money market funds) invested in Applicable Investments.

     3) The record  keeping  for a  Retirement  Plan is handled  under a service
agreement  with  Merrill  Lynch  and on the  date the plan  sponsor  signs  that
agreement,  the Plan has 500 or more eligible  employees  (as  determined by the
Merrill Lynch plan conversion manager).

     II. Waivers of Class A Sales Charges of Oppenheimer Funds


     A. Waivers of Initial and  Contingent  Deferred  Sales  Charges for Certain
Purchasers.

     Class A shares purchased by the following  investors are not subject to any
Class A sales charges (and no  concessions  are paid by the  Distributor on such
purchases):

     |_| The Manager or its affiliates.

     |_| Present or former  officers,  directors,  trustees and  employees  (and
their  "immediate  families") of the Fund, the Manager and its  affiliates,  and
retirement plans  established by them for their  employees.  The term "immediate
family" refers to one's spouse, children, grandchildren,  grandparents, parents,
parents-in-law,  brothers and sisters,  sons- and daughters-in-law,  a sibling's
spouse, a spouse's siblings,  aunts,  uncles,  nieces and nephews;  relatives by
virtue of a remarriage (step-children, step-parents, etc.) are included.

     |_| Registered  management  investment  companies,  or separate accounts of
insurance  companies having an agreement with the Manager or the Distributor for
that purpose.

     |_| Dealers or brokers that have a sales agreement with the Distributor, if
they purchase  shares for their own accounts or for  retirement  plans for their
employees.

     |_| Employees and registered representatives (and their spouses) of dealers
or brokers  described  above or  financial  institutions  that have entered into
sales  arrangements  with such dealers or brokers (and which are  identified  as
such to the Distributor) or with the Distributor.  The purchaser must certify to
the Distributor at the time of purchase that the purchase is for the purchaser's
own account (or for the benefit of such employee's spouse or minor children).

     |_| Dealers,  brokers,  banks or registered  investment  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  adviser or
financial  planner on the books and  records of the broker,  agent or  financial
intermediary  with which the  Distributor  has made such special  arrangements .
Each of these  investors may be charged a fee by the broker,  agent or financial
intermediary for purchasing shares.


     |_| Directors,  trustees, officers or full-time employees of OpCap Advisors
or its  affiliates,  their  relatives or any trust,  pension,  profit sharing or
other benefit plan which beneficially owns shares for those persons.


     |_|  Accounts  for which  Oppenheimer  Capital  (or its  successor)  is the
investment  adviser (the  Distributor  must be advised of this  arrangement) and
persons  who are  directors  or  trustees  of the  company or trust which is the
beneficial owner of such accounts.


     |_| A unit investment trust that has entered into an appropriate  agreement
with the Distributor.

     |_| Dealers,  brokers,  banks, or registered  investment advisers that have
entered  into an  agreement  with the  Distributor  to sell  shares  to  defined
contribution   employee  retirement  plans  for  which  the  dealer,  broker  or
investment adviser provides administration services.

     |_|  Retirement  Plans and deferred  compensation  plans and trusts used to
fund those plans  (including,  for example,  plans  qualified  or created  under
sections  401(a),  401(k),  403(b) or 457 of the Internal Revenue Code), in each
case if those  purchases  are made  through a broker,  agent or other  financial
intermediary  that has made special  arrangements with the Distributor for those
purchases.

     |_| A  TRAC-2000  401(k)  plan  (sponsored  by the  former  Quest for Value
Advisors)  whose Class B or Class C shares of a Former Quest for Value Fund were
exchanged for Class A shares of that Fund due to the  termination of the Class B
and Class C TRAC-2000 program on November 24, 1995.

     |_| A qualified  Retirement  Plan that had agreed with the former Quest for
Value Advisors to purchase  shares of any of the Former Quest for Value Funds at
net asset value, with such shares to be held through  DCXchange,  a sub-transfer
agency mutual fund clearinghouse,  if that arrangement was consummated and share
purchases commenced by December 31, 1996.


     |_|  Effective  March 1, 2007,  purchases of Class A shares by a Retirement
Plan that was  permitted to purchase  such shares at net asset value but subject
to a contingent  deferred  sales charge  prior to March 1, 2001.  That  included
plans  (other than IRA or 403(b)(7)  Custodial  Plans)  that:  1) bought  shares
costing  $500,000 or more,  2) had at the time of purchase 100 or more  eligible
employees  or total plan  assets of  $500,000 or more,  or 3)  certified  to the
Distributor that it projects to have annual plan purchases of $200,000 or more.


     |_|  Effective  October  1, 2005,  taxable  accounts  established  with the
proceeds of Required Minimum Distributions from Retirement Plans.


     |_| Purchases by former  shareholders of Atlas Strategic Income Fund of the
Class A shares  of any  Oppenheimer  fund  that is  available  for  exchange  to
shareholders of Oppenheimer Strategic Income Fund.



     B. Waivers of the Class A Initial and Contingent  Deferred Sales Charges in
Certain Transactions.

     Class A shares  issued or purchased in the following  transactions  are not
subject to sales charges (and no concessions are paid by the Distributor on such
purchases):

     |_|  Shares  issued  in plans of  reorganization,  such as  mergers,  asset
acquisitions and exchange offers, to which the Fund is a party.

     |_|  Shares   purchased   by  the   reinvestment   of  dividends  or  other
distributions  reinvested  from  the  Fund or  other  Oppenheimer  funds or unit
investment  trusts for which  reinvestment  arrangements have been made with the
Distributor.

     |_|  Shares  purchased  by  certain  Retirement  Plans  that  are part of a
retirement plan or platform offered by banks, broker-dealers, financial advisors
or insurance companies, or serviced by recordkeepers.

     |_|  Shares   purchased  by  the  reinvestment  of  loan  repayments  by  a
participant  in a Retirement  Plan for which the Manager or an affiliate acts as
sponsor.

     |_| Shares purchased in amounts of less than $5.

2.    Class A shares issued and
   purchased in the following
   transactions are not subject to
   sales charges (a dealer
   concession at the annual rate of
   0.25% is paid by the Distributor
   on purchases made within the
   first 6 months of plan
   establishment):

     |_| Retirement Plans that have $5 million or more in plan assets.

     |_|  Retirement  Plans with a single plan  sponsor  that have $5 million or
more in aggregate assets invested in Oppenheimer funds.

     C.  Waivers of the Class A  Contingent  Deferred  Sales  Charge for Certain
Redemptions.

     The Class A contingent  deferred sales charge is also waived if shares that
would otherwise be subject to the contingent  deferred sales charge are redeemed
in the following cases:

     |_| To make Automatic Withdrawal Plan payments that are limited annually to
no more than 12% of the account value adjusted annually.

     |_|  Involuntary  redemptions  of shares by operation of law or involuntary
redemptions of small accounts  (please refer to  "Shareholder  Account Rules and
Policies," in the applicable fund Prospectus).

     |_| For distributions from Retirement Plans, deferred compensation plans or
other employee benefit plans for any of the following purposes:

     1) Following  the death or disability  (as defined in the Internal  Revenue
Code) of the  participant  or  beneficiary.  The death or disability  must occur
after the participant's account was established.

     2) To return excess contributions.

     3) To return contributions made due to a mistake of fact.

     4) Hardship withdrawals, as defined in the plan.(6)

     5) Under a Qualified  Domestic  Relations Order, as defined in the Internal
Revenue  Code,  or, in the case of an IRA,  a divorce  or  separation  agreement
described in Section 71(b) of the Internal Revenue Code.

     6) To meet the minimum  distribution  requirements of the Internal  Revenue
Code.

     7) To make "substantially  equal periodic payments" as described in Section
72(t) of the Internal Revenue Code.

     8) For loans to participants or beneficiaries.

     9) Separation from service.(7)

     10)  Participant-directed  redemptions to purchase  shares of a mutual fund
(other than a fund managed by the Manager or a subsidiary of the Manager) if the
plan has made special arrangements with the Distributor.

     11) Plan  termination  or  "in-service  distributions,"  if the  redemption
proceeds are rolled over directly to an OppenheimerFunds-sponsored IRA.

     |_| For distributions  from 401(k) plans sponsored by  broker-dealers  that
have entered into a special agreement with the Distributor allowing this waiver.

     |_| For  distributions  from retirement plans that have $10 million or more
in plan  assets  and  that  have  entered  into a  special  agreement  with  the
Distributor.

     |_| For distributions  from retirement plans which are part of a retirement
plan product or platform  offered by certain  banks,  broker-dealers,  financial
advisors,  insurance  companies  or record  keepers  which have  entered  into a
special agreement with the Distributor.

     |_| At the sole  discretion of the  Distributor,  the  contingent  deferred
sales  charge  may  be  waived  for  redemptions  of  shares  requested  by  the
shareholder  of  record  within  60  days  following  the   termination  by  the
Distributor of the selling agreement between the Distributor and the shareholder
of record's broker-dealer of record for the account.


     III.  Waivers of Class B, Class C and Class N Sales Charges of  Oppenheimer
Funds

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

     A. Waivers for Redemptions in Certain Cases.

     The Class B, Class C and Class N contingent  deferred sales charges will be
waived for redemptions of shares in the following cases:

     |_| Shares redeemed  involuntarily,  as described in  "Shareholder  Account
Rules and Policies," in the applicable Prospectus.

     |_|  Redemptions  from accounts other than  Retirement  Plans following the
death or disability of the last surviving  shareholder.  The death or disability
must have occurred  after the account was  established,  and for  disability you
must provide  evidence of a  determination  of disability by the Social Security
Administration.


     |_|  The  contingent  deferred  sales  charges  are  generally  not  waived
following the death or  disability of a grantor or trustee for a trust  account.
The contingent deferred sales charges will only be waived in the limited case of
the death of the trustee of a grantor trust or revocable  living trust for which
the  trustee is also the sole  beneficiary.  The death or  disability  must have
occurred after the account was established,  and for disability you must provide
evidence of a  determination  of disability (as defined in the Internal  Revenue
Code).


     |_|  Distributions  from accounts for which the broker-dealer of record has
entered into a special agreement with the Distributor allowing this waiver.


     |_| At the sole  discretion of the  Distributor,  the  contingent  deferred
sales  charge  may  be  waived  for  redemptions  of  shares  requested  by  the
shareholder  of  record  within  60  days  following  the   termination  by  the
Distributor of the selling agreement between the Distributor and the shareholder
of record's broker-dealer of record for the account.


     |_|  Redemptions  of Class B shares held by Retirement  Plans whose records
are  maintained on a daily  valuation  basis by Merrill Lynch or an  independent
record keeper under a contract with Merrill Lynch.

     |_| Redemptions of Class C shares of Oppenheimer U.S. Government Trust from
accounts of clients of financial  institutions  that have entered into a special
arrangement with the Distributor for this purpose.

     |_|  Redemptions of Class C shares of an Oppenheimer  fund in amounts of $1
million or more requested in writing by a Retirement  Plan sponsor and submitted
more than 12 months  after  the  Retirement  Plan's  first  purchase  of Class C
shares,  if the  redemption  proceeds are invested to purchase Class N shares of
one or more Oppenheimer funds.

     |_| Distributions(8)  from Retirement Plans or other employee benefit plans
for any of the following purposes:

     1) Following  the death or disability  (as defined in the Internal  Revenue
Code) of the  participant  or  beneficiary.  The death or disability  must occur
after the participant's account was established in an Oppenheimer fund.

     2) To return excess contributions made to a participant's account.

     3) To return contributions made due to a mistake of fact.

     4) To make hardship withdrawals, as defined in the plan.(9)

     5) To make  distributions  required  under a Qualified  Domestic  Relations
Order or, in the case of an IRA, a divorce or separation  agreement described in
Section 71(b) of the Internal Revenue Code.

     6) To meet the minimum  distribution  requirements of the Internal  Revenue
Code.

     7) To make "substantially  equal periodic payments" as described in Section
72(t) of the Internal Revenue Code.

     8) For loans to participants or beneficiaries.(10)

     9) On account of the participant's separation from service.(11)

     10)  Participant-directed  redemptions to purchase  shares of a mutual fund
(other  than a fund  managed by the  Manager  or a  subsidiary  of the  Manager)
offered  as an  investment  option  in a  Retirement  Plan if the  plan has made
special arrangements with the Distributor.

     11)  Distributions  made on account of a plan  termination or  "in-service"
distributions,  if the  redemption  proceeds  are  rolled  over  directly  to an
OppenheimerFunds-sponsored IRA.

     12) For  distributions  from a  participant's  account  under an  Automatic
Withdrawal  Plan  after  the  participant  reaches  age 59  1/2,  as long as the
aggregate value of the distributions does not exceed 10% of the account's value,
adjusted annually.

     13) Redemptions of Class B shares under an Automatic Withdrawal Plan for an
account other than a Retirement  Plan,  if the  aggregate  value of the redeemed
shares does not exceed 10% of the account's value, adjusted annually.

     14) For distributions  from 401(k) plans sponsored by  broker-dealers  that
have entered  into a special  arrangement  with the  Distributor  allowing  this
waiver.

     |_|  Redemptions  of Class B shares  or Class C shares  under an  Automatic
Withdrawal  Plan from an account  other than a Retirement  Plan if the aggregate
value  of the  redeemed  shares  does  not  exceed  10% of the  account's  value
annually.

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

     The contingent  deferred sales charge is also waived on Class B and Class C
shares sold or issued in the following cases:

     |_| Shares sold to the Manager or its affiliates.

     |_| Shares sold to registered  management  investment companies or separate
accounts of  insurance  companies  having an  agreement  with the Manager or the
Distributor for that purpose.

     |_| Shares issued in plans of reorganization to which the Fund is a party.

     |_| Shares  sold to  present or former  officers,  directors,  trustees  or
employees (and their  "immediate  families" as defined above in Section I.A.) of
the Fund, the Manager and its affiliates  and  retirement  plans  established by
them for their employees.

     IV.  Special  Sales  Charge   Arrangements   for  Shareholders  of  Certain
Oppenheimer Funds Who Were Shareholders of Former Quest for Value Funds



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




Those funds include:

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



     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 Investment Quality Income Fund
Quest for Value Global Income Fund
Quest for Value New York Tax-Exempt Fund
Quest for Value National Tax-Exempt 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     Initial Sales Charge as     Initial Sales Charge as a    Concession as %
Employees or Members   a % of Offering Price       % of Net Amount Invested     of Offering Price
--------------------------------------------------------------------------------
9 or Fewer                  2.50%                           2.56%                   2.00%
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
At least 10 but not         2.00%                           2.04%                   1.60%
more than 49
--------------------------------------------------------------------------------

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


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


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

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

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

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

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

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

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

The initial and contingent deferred sale charge rates and waivers for Class A
and Class B shares described in the respective Prospectus (or this Appendix)
of the following Oppenheimer funds (each is referred to as a "Fund" in this
section):
   Oppenheimer U. S. Government Trust,
   Oppenheimer Core Bond Fund,
   Oppenheimer Value Fund and
are modified as described below for those Fund shareholders who were
shareholders of the following funds (referred to as the "Former Connecticut
Mutual Funds") on March 1, 1996, when OppenheimerFunds, Inc. became the
investment adviser to the Former Connecticut Mutual Funds:
   Connecticut Mutual Liquid Account         Connecticut Mutual Total Return
   Account
   Connecticut Mutual Government Securities Account   CMIA LifeSpan Capital
   Appreciation Account
   Connecticut Mutual Income Account         CMIA LifeSpan Balanced Account
   Connecticut Mutual Growth Account         CMIA Diversified Income Account

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

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

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

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

|X|   Class A Sales Charge Waivers. Additional Class A shares of a Fund may
be purchased without a sales charge, by a person who was in one (or more) of
the categories below and acquired Class A shares prior to March 18, 1996, and
still holds Class A shares:
         1) any purchaser, provided the total initial amount invested in the
            Fund or any one or more of the Former Connecticut Mutual Funds
            totaled $500,000 or more, including investments made pursuant to
            the Combined Purchases, Statement of Intention and Rights of
            Accumulation features available at the time of the initial
            purchase and such investment is still held in one or more of the
            Former Connecticut Mutual Funds or a Fund into which such Fund
            merged;
         2) any participant in a qualified plan, provided that the total
            initial amount invested by the plan in the Fund or any one or
            more of the Former Connecticut Mutual Funds totaled $500,000 or
            more;
         3) Directors of the Fund or any one or more of the Former
            Connecticut Mutual Funds and members of their immediate families;
         4) employee benefit plans sponsored by Connecticut Mutual Financial
            Services, L.L.C. ("CMFS"), the prior distributor of the Former
            Connecticut Mutual Funds, and its affiliated companies;
         5) one or more members of a group of at least 1,000 persons (and
            persons who are retirees from such group) engaged in a common
            business, profession, civic or charitable endeavor or other
            activity, and the spouses and minor dependent children of such
            persons, pursuant to a marketing program between CMFS and such
            group; and
         6) an institution acting as a fiduciary on behalf of an individual
            or individuals, if such institution was directly compensated by
            the individual(s) for recommending the purchase of the shares of
            the Fund or any one or more of the Former Connecticut Mutual
            Funds, provided the institution had an agreement with CMFS.

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

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

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

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

     1) by the estate of a deceased shareholder;

     2) upon the disability of a shareholder,  as defined in Section 72(m)(7) of
the Internal Revenue Code;

     3) for retirement distributions (or loans) to participants or beneficiaries
from  retirement  plans qualified under Sections 401(a) or 403(b)(7)of the Code,
or from IRAs, deferred compensation plans created under Section 457 of the Code,
or other employee benefit plans;

     4) as  tax-free  returns  of excess  contributions  to such  retirement  or
employee benefit plans;

     5) in  whole or in part,  in  connection  with  shares  sold to any  state,
county,  or city,  or any  instrumentality,  department,  authority,  or  agency
thereof,  that is prohibited by applicable  investment  laws from paying a sales
charge or concession in connection with the purchase of shares of any registered
investment management company;

     6) in  connection  with  the  redemption  of  shares  of the  Fund due to a
combination with another investment  company by virtue of a merger,  acquisition
or similar reorganization transaction;

     7) in connection with the Fund's right to involuntarily redeem or liquidate
the Fund;

     8) in connection  with automatic  redemptions of Class A shares and Class B
shares in certain  retirement plan accounts pursuant to an Automatic  Withdrawal
Plan but limited to no more than 12% of the original value annually; or

     9) as  involuntary  redemptions  of shares by  operation  of law,  or under
procedures set forth in the Fund's Articles of  Incorporation,  or as adopted by
the Board of Directors of the Fund.

VI.   Special Reduced Sales Charge for Former Shareholders of Advance
      America Funds, Inc.
------------------------------------------------------------------------------

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

VII.  Sales Charge Waivers on Purchases of Class M Shares of Oppenheimer
      Convertible Securities Fund
------------------------------------------------------------------------------

Oppenheimer Convertible Securities Fund (referred to as the "Fund" in this
section) may sell Class M shares at net asset value without any initial sales
charge to the classes of investors listed below who, prior to March 11, 1996,
owned shares of the Fund's then-existing Class A and were permitted to
purchase those shares at net asset value without sales charge:
|_|   the Manager and its affiliates,
|_|   present or former officers, directors, trustees and employees (and

         their "immediate families" as defined in the Fund's Statement of
         Additional Information) of the Fund, the Manager and its affiliates,
         and retirement plans established by them or the prior investment
         adviser of the Fund for their employees,
|_|   registered management investment companies or separate accounts of
         insurance companies that had an agreement with the Fund's prior
         investment adviser or distributor for that purpose,

|_|   dealers or brokers that have a sales agreement with the Distributor, if
         they purchase shares for their own accounts or for retirement plans
         for their employees,
|_|   employees and registered representatives (and their spouses) of dealers
         or brokers described in the preceding section or financial
         institutions that have entered into sales arrangements with those
         dealers or brokers (and whose identity is made known to the
         Distributor) or with the Distributor, but only if the purchaser
         certifies to the Distributor at the time of purchase that the
         purchaser meets these qualifications,
|_|   dealers, brokers, or registered investment 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 adviser
         provides administrative services.


(1) 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 only applies to qualified retirement plans and 403(b)(7)
custodial plans after your separation from service in or after the year you
reached age 55.
(8) The distribution must be requested prior to Plan termination or the
elimination of the Oppenheimer funds as an investment option under the Plan.
(9) This provision does not apply to IRAs.
(10) This provision does not apply to loans from 403(b)(7) custodial plans
and loans from the OppenheimerFunds-sponsored Single K retirement plan.
(11) This provision does not apply to 403(b)(7) custodial plans if the
participant is less than age 55, nor to IRAs.


Oppenheimer Global Fund

Internet Website:
      www.oppenheimerfunds.com


Investment Adviser

      OppenheimerFunds, Inc.
      Two World Financial Center
      225 Liberty Street,11th Floor
      New York, New York 10281-1008

Distributor
      OppenheimerFunds Distributor, Inc.
      Two World Financial Center
      225 Liberty Street,11th Floor
      New York, New York 10281-1008

Transfer Agent
      OppenheimerFunds Services
      P.O. Box 5270
      Denver, Colorado 80217
      1.800.CALL OPP(225.5677)

Custodian Bank
      JPMorgan Chase Bank
      4 Chase Metro Tech Center
      Brooklyn, New York, 11245

Independent Registered Public Accounting Firm
      KPMG LLP
      707 Seventeenth Street
      Denver, Colorado 80202

Legal Counsel
      Mayer Brown LLP
      1675 Broadway
      New York, New York 10019

(OppenheimerFunds Logo)




PX330.001.1207




                           OPPENHEIMER GLOBAL FUND

                                  FORM N-1A

                                    PART C

                              OTHER INFORMATION


Item 23.  Exhibits

(a)   (i)   Amended  and  Restated  Declaration  of Trust  dated as of 8/1/95:
Previously filed with Registrant's  Post-Effective  Amendment No. 65, 7/27/95,
and incorporated herein by reference.

     (ii)  Amendment  No. 1 to Amended and Restated  Declaration  of Trust dated
8/15/02:  Previously filed with  Registrant's  Post-Effective  Amendment No. 77,
11/20/02, and incorporated herein by reference.

(b)   By-Laws,  as  amended  through  June 16,  2005:  Previously  filed  with
Registrant's  Post-Effective  Amendment  No.  81,  1/27/06,  and  incorporated
herein by reference.

     (c)  (i)  Specimen  Class  A  Share  Certificate:   Previously  filed  with
Registrant's Post Effective  Amendment No. 76, 1/22/02,  and incorporated herein
by reference.

     (ii) Specimen Class B Share Certificate: Previously filed with Registrant's
Post Effective Amendment No. 76, 1/22/02, and incorporated herein by reference.

     (iii)  Specimen   Class  C  Share   Certificate:   Previously   filed  with
Registrant's Post Effective  Amendment No. 76, 1/22/02,  and incorporated herein
by reference.

     (iv) Specimen Class N Share Certificate: Previously filed with Registrant's
Post Effective Amendment No. 76, 1/22/02, and incorporated herein by reference.

     (v) Specimen Class Y Share Certificate:  Previously filed with Registrant's
Post Effective Amendment No. 76, 1/22/02, and incorporated herein by reference.

(d)   Amended and Restated  Investment  Advisory Agreement dated as of 9/1/07:
Filed Herewith.

(e)   (i)   General Distributor's  Agreement dated 12/10/92:  Previously filed
with  Registrant's  Post-Effective  Amendment  No. 59,  1/29/93,  refiled with
Registrant's  Post-Effective  Amendment No. 63, 12/1/94,  pursuant to Item 102
of Regulation S-T, and incorporated herein by reference.

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

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

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

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

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

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

      (ii)  Form of Compensation Deferral Plan for Disinterested
Trustees/Directors: Previously filed with Post-Effective Amendment No. 1 to
the Registration Statement of Oppenheimer Baring Japan Fund (Reg. No.
333-137581), (9/27/07), and incorporated herein by reference.


     (g) (i) Global Custody  Agreement dated August 16, 2002:  Previously  filed
with  Post  Effective  Amendment  No.  51  to  the  Registration   Statement  of
Oppenheimer  Capital  Appreciation  Fund (Reg.  No.  2-69719),  (10/23/06),  and
incorporated herein by reference.

     (ii) Amendment dated October 2, 2003 to the Global Custody  Agreement dated
August 16, 2002:  Previously  filed with  Pre-Effective  Amendment  No. 1 to the
Registration  Statement  of  Oppenheimer  Principal  Protected  Trust  II  (Reg.
333-108093), (11/6/03), and incorporated herein by reference.

(h)   Not applicable.

(i)   (i)   Opinion  and Consent of Counsel  dated  3/2/87:  Previously  filed
with Registrant's  Post-Effective  Amendment No. 52, 1/27/89, and refiled with
Registrant's  Post-Effective  Amendment No. 63, 12/1/94,  pursuant to Item 102
of Regulation S-T, and incorporated herein by reference.

      (ii)  Opinion and Consent of Counsel for Class Y shares dated  11/13/98:
Previously filed with Registrant's  Post-Effective Amendment No. 71, 11/17/98,
and incorporated herein by reference.

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

(k)   Not applicable.

(l)   Not applicable.

(m)   (i)   Amended  and  Restated  Service  Plan and  Agreement  for  Class A
Shares  dated  10/26/05,   pursuant  to  Rule  12b-1:  Previously  filed  with
Registrant's  Post-Effective  Amendment  No. 82,  11/22/06,  and  incorporated
herein by reference.

      (ii)  Amended and Restated  Distribution  and Service Plan and Agreement
for Class B Shares  dated as of 10/26/05  pursuant  to Rule 12b-1:  Previously
filed  with  Registrant's  Post-Effective  Amendment  No.  82,  11/22/06,  and
incorporated herein by reference.

      (iii) Amended and Restated  Distribution  and Service Plan and Agreement
for Class C Shares dated as of 10/26/05 to Rule 12b-1:  Previously  filed with
Registrant's  Post-Effective  Amendment  No. 82,  11/22/06,  and  incorporated
herein by reference.

      (iv)  Amended and Restated  Distribution  and Service Plan Agreement for
Class N Shares dated as of 10/26/05  pursuant to Rule 12b-1:  Previously filed
with Registrant's  Post-Effective Amendment No. 82, 11/22/06, and incorporated
herein by reference.

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

     (o) Power of Attorney  for all  Trustees/Directors  and Brian  Wixted dated
August 16, 2007:  Previously  filed with  Pre-Effective  Amendment  No. 1 to the
Registration  Statement of Oppenheimer Global Value Fund (Reg. No.  333-144517),
9/10/07, and incorporated herein by reference.

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


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

None.

Item  25.  Indemnification

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

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

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

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

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

--------------------------------------------------------------------------------
Name and Current Position
with OppenheimerFunds, Inc. Other Business and Connections  During the Past Two
                            Years
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Timothy L. Abbuhl,          Vice  President  of  OppenheimerFunds  Distributor,
Vice President              Inc.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Patrick Adams               None
Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Robert Agan,                Senior  Vice  President  of  Shareholder  Financial
Senior Vice President       Services,  Inc. and  Shareholders  Services,  Inc.;
                            Vice  President  of  OppenheimerFunds  Distributor,
                            Inc.,  Centennial Asset Management  Corporation and
                            OFI Private Investments Inc.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Carl Algermissen,           None
Vice President & Associate
Counsel
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Michael Amato,              None
Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Tracey Beck Apostolopoulos, None
Assistant Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Janette Aprilante,          Secretary  (since  December  2001)  of:  Centennial
Vice President & Secretary  Asset  Management   Corporation,   OppenheimerFunds
                            Distributor,  Inc.,  HarbourView  Asset  Management
                            Corporation  (since  June 2003),  Oppenheimer  Real
                            Asset  Management,   Inc.,   Shareholder  Financial
                            Services,   Inc.,   Shareholder   Services,   Inc.,
                            Trinity  Investment  Management  Corporation (since
                            January  2005),  OppenheimerFunds  Legacy  Program,
                            OFI Private  Investments Inc. (since June 2003) and
                            OFI  Institutional  Asset  Management,  Inc. (since
                            June  2003).   Assistant  Secretary  of  OFI  Trust
                            Company (since December 2001).
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Dmitri Artemiev             Formerly (until January 2007)  Analyst/Developer at
Assistant Vice President    Fidelity Investments.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Hany S. Ayad,               None
Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
James F. Bailey,            Senior  Vice  President  of  Shareholder  Services,
Senior Vice President       Inc.  (since March 2006).  Formerly Vice  President
                            at T. Rowe Price  Group  (September  2000 - January
                            2006).
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Robert Baker,               None
Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
John Michael Banta,         None
Assistant Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Adam Bass,                  None
Assistant Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Kevin Baum,                 None
Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Jeff Baumgartner,           None
Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Marc Baylin,                None
Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Todd Becerra,               None
Assistant Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Kathleen Beichert,          Vice  President  of  OppenheimerFunds  Distributor,
Senior Vice President       Inc.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Gerald B. Bellamy,          Assistant  Vice  President  (Sales  Manager  of the
Assistant Vice President    International  Division) of OFI Institutional Asset
                            Management, Inc.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Erik S. Berg,               None
Assistant Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Robert Bertucci,            None
Assistant Vice President:
Rochester Division
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Rajeev Bhaman,              None
Senior Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Craig Billings,             None
Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Mark Binning,               None
Assistant Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Robert J. Bishop,           Treasurer (since October 2003) of  OppenheimerFunds
Vice President              Distributor,  Inc. and Centennial  Asset Management
                            Corporation.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Beth Bleimehl,              None
Assistant Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Lisa I. Bloomberg,          None
Vice President & Associate
Counsel
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Veronika Boesch,            None
Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Chad Boll,                  None
Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Antulio N. Bomfim,          None
Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Michelle Borre Massick,     None
Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Lori E. Bostrom,            None
Vice President & Senior
Counsel
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Lisa Bourgeois,             Assistant Vice  President of Shareholder  Services,
Assistant Vice President    Inc.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
David J. Bowers             Formerly  (until  July 2007)  Analyst at  Evergreen
Assistant Vice President    Investments.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
John Boydell,               None
Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Richard Britton,            Formerly     CTO/Managing     Director     of    IT
Vice President              Infrastructure   at   GMAC   Residential    Funding
                            Corporation (October 2000 - October 2006).
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Garrett C. Broadrup,        Formerly  an  Associate  at Davis  Polk &  Wardwell
Assistant Vice President &  (October 2002 - October 2006).
Assistant Counsel
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Michael Bromberg,           None
Assistant Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Holly Broussard,            None
Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Kristine Bryan-Levin,       None
Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Stephanie Bullington,       None
Assistant Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Paul Burke,                 None
Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Mark Burns,                 None
Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
JoAnne Butler,              None
Assistant Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Geoffrey Caan,              None
Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Dale William Campbell,      Formerly    (until   January   2007)   Manager   at
Assistant Vice President    OppenheimerFunds, Inc.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Patrick Campbell,           None
Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Catherine Carroll,          None
Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Debra Casey,                None
Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Maria Castro,               None
Assistant Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Lisa Chaffee,               None
Assistant Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Charles Chibnik,            None
Assistant Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Patrick Sheng Chu,          None
Assistant Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Brett Clark,                None
Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
H.C. Digby Clements,        None
Vice President:
Rochester Division
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Thomas Closs,               Formerly (until January 2007)  Development  Manager
Assistant Vice President    at OppenheimerFunds, Inc.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Peter V. Cocuzza,           None
Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Gerald James Concepcion,    None.
Assistant Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Susan Cornwell,             Senior  Vice  President  of  Shareholder  Financial
Senior Vice President       Services,  Inc.  and  Shareholder  Services,  Inc.;
                            Vice  President  of  OppenheimerFunds  Distributor,
                            Inc.,  Centennial Asset Management  Corporation and
                            OppenheimerFunds Legacy Program.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Cheryl Corrigan,            None
Assistant Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Belinda J. Cosper,          None
Assistant Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Scott Cottier,              None
Vice President:
Rochester Division
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Lauren Coulston,            None
Assistant Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Terry Crady,                Formerly     IT     Development      Manager     at
Assistant Vice President    OppenheimerFunds, Inc.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
George Curry,               Vice  President  of  OppenheimerFunds  Distributor,
Vice President              Inc.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Julie C. Cusker,            None
Assistant Vice President:
Rochester Division
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Kevin Dachille,             None
Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
John Damian,                None
Senior Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Robert Dawson,              None.
Assistant Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
John Delano,                None
Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Kendra Delisa,              Formerly    (until   January   2007)   Manager   at
Assistant Vice President    OppenheimerFunds, Inc.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Richard Demarco,            None
Assistant Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Craig P. Dinsell,           None
Executive Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Randall C. Dishmon,         None
Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Rebecca K. Dolan,           None
Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Steven D. Dombrower,        Senior Vice  President  of OFI Private  Investments
Vice President              Inc.;    Vice    President   of    OppenheimerFunds
                            Distributor, Inc.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Sara Donahue,               Formerly   (until   November   2006)   Manager   at
Assistant Vice President    OppenheimerFunds, Inc.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Alicia Dopico,              Formerly    (until    August   2007)   Manager   at
Assistant Vice President    OppenheimerFunds, Inc.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Thomas Doyle,               None
Assistant Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Bruce C. Dunbar,            None
Senior Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Brian Dvorak,               None
Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Richard Edmiston,           None
Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
A. Taylor Edwards,          None
Vice President & Assistant
Counsel
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Venkat Eleswarapu,          None
Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Daniel R. Engstrom,         None
Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
James Robert Erven,         None
Assistant Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
George R. Evans,            None
Senior Vice President &
Director of International
Equities
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Edward N. Everett,          None
Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Kathy Faber,                None
Assistant Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
David Falicia,              Assistant   Secretary   (as  of   July   2004)   of
Assistant Vice President    HarbourView Asset Management Corporation.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Rachel Fanopoulos,          Formerly    Manager    (until   August   2007)   of
Assistant Vice President    OppenheimerFunds, Inc.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Matthew Farkas,             Formerly  Associate at Epstein Becker & Green, P.C.
Assistant Vice President    (September 2000 - March 2006).
and Assistant Counsel
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Kristie Feinberg,           None
Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
William Ferguson,           Formerly Senior  Marketing  Manager at ETrade (June
Assistant Vice President    2006 - January 2007) and Senior  Marketing  Manager
                            at Axa Financial (April 2000 - June 2006).
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Emmanuel Ferreira,          None
Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Ronald H. Fielding,         Vice  President  of  OppenheimerFunds  Distributor,
Senior Vice President;      Inc.;  Director  of ICI Mutual  Insurance  Company;
Chairman of the Rochester   Governor  of St.  John's  College;  Chairman of the
Division                    Board  of  Directors  of  International  Museum  of
                            Photography at George Eastman House.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Bradley G. Finkle,          None
Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Steven Fling,               None
Assistant Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
John E. Forrest,            Senior   Vice    President   of    OppenheimerFunds
Senior Vice President       Distributor, Inc.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
David Foxhoven,             Assistant   Vice   President  of   OppenheimerFunds
Vice President              Legacy Program.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Colleen M. Franca,          None
Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Barbara Fraser,             None
Vice President & Associate
Counsel
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Donald French,              None
Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Dominic Freud,              None
Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Hazem Gamal,                None
Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Charles Gapay,              Formerly (as of January  2007) Help Desk Manager at
Assistant Vice President    OppenheimerFunds, Inc.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Seth Gelman,                None
Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Timothy Gerlach,            None
Assistant Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Charles W. Gilbert,         None
Assistant Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Kurt Gibson,                Formerly  Manager at Barclays Capital (January 2002
Assistant Vice President    - April 2006).
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Phillip S. Gillespie,       None
Senior Vice President &
Assistant Secretary
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Alan C. Gilston,            None
Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Jacqueline Girvin-Harkins,  None
Assistant Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Jill E. Glazerman,          None
Senior Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Benjamin J. Gord,           Vice  President  of  HarbourView  Asset  Management
Vice President              Corporation   and   of  OFI   Institutional   Asset
                            Management, Inc.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Raquel Granahan,            None
Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Robert B. Grill,            None
Senior Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Carol Guttzeit,             None
Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Marilyn Hall,               None
Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Kelly Haney,                None
Assistant Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Steve Hauenstein,           None
Assistant Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Robert W. Hawkins,          None
Vice President & Assistant
Counsel
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Thomas B. Hayes,            None
Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Heidi Heikenfeld,           None
Assistant Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Annika Helgerson,           None
Assistant Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Daniel Herrmann,            None
Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Dennis Hess,                None
Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Joseph Higgins,             Vice   President   of   OFI   Institutional   Asset
Vice President              Management, Inc.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Dorothy F. Hirshman,        None
Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Daniel Hoelscher,           None
Assistant Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Eivind Holte,               Formerly Vice  President at U.S. Trust (June 2005 -
Vice President              October 2007)
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Brian Hourihan,             Assistant  Secretary  of  OFI  Institutional  Asset
Vice President & Associate  Management,  Inc. (since April 2006). Formerly Vice
Counsel                     President  and  Senior  Counsel  at   Massachusetts
                            Financial Service Company (June 2004 - March 2006).
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Edward Hrybenko,            Vice  President  of  OppenheimerFunds  Distributor,
Vice President              Inc.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Kevin Andrew Huddleston,    None
Assistant Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Scott T. Huebl,             Assistant   Vice   President  of   OppenheimerFunds
Vice President              Legacy Program.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Margaret Hui,               None
Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Dana Hunter,                None
Assistant Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
John Huttlin,               Senior   Vice    President    (Director    of   the
Senior Vice President       International  Division)  (since  January  2004) of
                            OFI Institutional Asset Management,  Inc.; Director
                            (since     June    2003)    of     OppenheimerFunds
                            International Distributor Limited.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
James G. Hyland,            None
Assistant Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Kelly Bridget Ireland,      None
Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Kathleen T. Ives,           Vice   President   and   Assistant   Secretary   of
Vice President, Senior      OppenheimerFunds  Distributor, Inc. and Shareholder
Counsel & Assistant         Services,  Inc.;  Assistant Secretary of Centennial
Secretary                   Asset  Management   Corporation,   OppenheimerFunds
                            Legacy Program and Shareholder  Financial Services,
                            Inc.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
William Jaume,              Senior  Vice   President   of   HarbourView   Asset
Vice President              Management  Corporation and OFI Institutional Asset
                            Management, Inc.; Director of OFI Trust Company.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Frank V. Jennings,          None
Senior Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
John Jennings,              None
Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Jin Jo,                     Formerly  Audit  Manager  at  Deloitte & Touche LLP
Assistant Vice President    (as of August 2007)
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Lisa Kadehjian,             None
Assistant Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Charles Kandilis,           None
Assistant Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Amee Kantesaria,            Formerly  Counsel  at  Massachusetts   Mutual  Life
Assistant Vice President    Insurance Company
                            (May 2005-December 2006).
Assistant Counsel
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Rezo Kanovich,              None
Assistant Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Thomas W. Keffer,           None
Senior Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
James Kennedy,              Formerly  self-employed  (December 2005 - September
Senior Vice President       2006).
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Michael Keogh,              Vice  President  of  OppenheimerFunds  Distributor,
Vice President              Inc.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
John Kiernan,               None
Assistant Vice President &
Marketing Compliance
Manager
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Michael Kim,                None
Assistant Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Audrey Kiszla,              Formerly Vice  President at First Horizon  Merchant
Vice President              Services (December 2005- May 2006).
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Lisa Klassen,               None
Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Richard Knott,              None
Executive Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Daniel Kohn,                None
Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Martin S. Korn,             None
Senior Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Tatyana Kosheleva,          Formerly (as of April 2007) Finance  Manager at IBM
Assistant Vice President    Corp.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Brian Kramer,               None
Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
S. Arthur Krause,           Formerly Product Manager of OppenheimerFunds,  Inc.
Assistant Vice President    (as of January 2007).
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Gloria LaFond,              None
Assistant Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Lisa Lamentino,             None
Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Tracey Lange,               Vice  President  of  OppenheimerFunds  Distributor,
Vice President              Inc. and OFI Private Investments Inc.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Jeffrey P. Lagarce,         President of OFI  Institutional  Asset  Management,
Senior Vice President       Inc. as of January 2005.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
John Latino,                None
Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Gayle Leavitt,              None
Assistant Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Christopher M. Leavy,       None
Senior Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Randy Legg,                 None
Vice President & Associate
Counsel
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Laura Leitzinger,           Senior  Vice  President  of  Shareholder  Services,
Senior Vice President       Inc. and Shareholder Financial Services, Inc.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Justin Leverenz,            None
Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Michael S. Levine,          None
Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Brian Levitt,               None
Assistant Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Gang Li,                    None
Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Shanquan Li,                None
Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Julie A. Libby,             Senior Vice  President  of OFI Private  Investments
Senior Vice President       Inc.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Daniel Lifshey,             None
Assistant Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Mitchell J. Lindauer,       None
Vice President & Assistant
General Counsel
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Bill Linden,                None
Assistant Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Malissa B. Lischin,         Assistant   Vice   President  of   OppenheimerFunds
Vice President              Distributor, Inc.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Justin Livengood,           None
Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Christina Loftus,           None
Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
David P. Lolli,             None
Assistant Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Daniel G. Loughran          None
Senior Vice President:
Rochester Division
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Patricia Lovett,            Vice President of Shareholder  Financial  Services,
Senior Vice President       Inc.  and  Senior  Vice  President  of  Shareholder
                            Services, Inc.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Misha Lozovik,              None.
Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Dongyan Ma,                 None
Assistant Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Steve Macchia,              None
Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Daniel Martin,              None
Assistant Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Jerry Mandzij,              None
Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Angelo G. Manioudakis,      Senior  Vice   President   of   HarbourView   Asset
Senior Vice President       Management  Corporation  and of  OFI  Institutional
                            Asset Management, Inc.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Carolyn Maxson,             None
Assistant Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
William T. Mazzafro,        None
Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Trudi McCanna,              None
Assistant Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Neil McCarthy,              None
Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Elizabeth McCormack,        Vice   President   and   Assistant   Secretary   of
Vice President              HarbourView Asset Management Corporation.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Joseph McDonnell,           Formerly  Senior  Vice  President  at Lehman  Bros.
Vice President              (April 1995 - March 2006).
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Joseph McGovern,            None
Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Charles L. McKenzie,        Chairman of the Board,  Director,  Chief  Executive
Senior Vice President       Officer  and   President  of  OFI  Trust   Company;
                            Chairman,    Chief   Executive    Officer,    Chief
                            Investment    Officer    and    Director   of   OFI
                            Institutional   Asset   Management,   Inc.;   Chief
                            Executive  Officer,   President,   Senior  Managing
                            Director   and   Director  of   HarbourView   Asset
                            Management   Corporation;    Chairman,   President;
                            Director   of   Trinity    Investment    Management
                            Corporation and Vice President of Oppenheimer  Real
                            Asset Management, Inc.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
William McNamara,           None
Assistant Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Mary McNamee,               None
Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Michael Medev,              None
Assistant Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Lucienne Mercogliano,       None
Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Jay Mewhirter,              None
Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Andrew J. Mika,             None
Senior Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Jan Miller,                 None.
Assistant Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Rejeev Mohammed,            None
Assistant Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Nikolaos D. Monoyios,       None
Senior Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Sarah Morrison,             Formerly   (as  of   January   2007)   Manager   at
Assistant Vice President    OppenheimerFunds, Inc.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Jill Mulcahy,               None
Vice President:
Rochester Division
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
John V. Murphy,             President and  Management  Director of  Oppenheimer
Chairman, Chief             Acquisition   Corp.;   President  and  Director  of
Executive Officer &     Oppenheimer Real Asset Management,  Inc.;  Chairman
Director                    and  Director of  Shareholder  Services,  Inc.  and
                            Shareholder  Financial Services,  Inc.; Director of
                            OppenheimerFunds     Distributor,     Inc.,     OFI
                            Institutional   Asset  Management,   Inc.,  Trinity
                            Investment  Management  Corporation,  Tremont Group
                            Holdings,   Inc.,   HarbourView   Asset  Management
                            Corporation  and  OFI  Private   Investments  Inc.;
                            Executive  Vice President of  Massachusetts  Mutual
                            Life   Insurance    Company;    Director   of   DLB
                            Acquisition   Corporation;    a   member   of   the
                            Investment Company Institute's Board of Governors.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Meaghan Murphy,             None
Assistant Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Suzanne Murphy,             None
Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Thomas J. Murray,           None
Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Christine Nasta,            None
Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Paul Newman,                None
Assistant Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
William Norman,             None
Assistant Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
James B. O'Connell,         None
Assistant Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Matthew O'Donnell,          None
Assistant Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Lisa Ogren,                 Formerly Manager at OppenheimerFunds, Inc.
Assistant Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Tony Oh,                    None
Assistant Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
John J. Okray,              None
Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Kristina Olson,             None
Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Lerae A. Palumbo,           None
Assistant Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Kathleen Patton,            None
Assistant Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
David P. Pellegrino,        None
Senior Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Allison C. Pells,           None
Assistant Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Robert H. Pemble,           None
Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Lori L. Penna,              None
Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Brian Petersen,             None
Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Marmeline Petion-Midy,      None
Assistant Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
David Pfeffer,              Senior  Vice   President   of   HarbourView   Asset
Senior Vice President &     Management Corporation since February 2004.
Chief Financial Officer
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
James F. Phillips,          None
Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Gary Pilc,                  None
Assistant Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
John Piper,                 Assistant Vice  President of Shareholder  Services,
Assistant Vice President    Inc.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Jeaneen Pisarra,            None
Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Nicolas Pisciotti,          None
Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Christine Polak,            None
Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Sergei Polevikov,           None
Assistant Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Jeffrey Portnoy,            None
Assistant Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
David Preuss,               None
Assistant Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Ellen Puckett,              None
Assistant Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Paul Quarles,               None
Assistant Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Michael E. Quinn,           None
Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Julie S. Radtke,            None
Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Timothy Raeke,              Formerly  (as of July 2007) Vice  President  at MFS
Assistant Vice President    Investment Management.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Norma J. Rapini,            None
Assistant Vice President :
Rochester Division
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Corry E. Read,              None
Assistant Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Marc Reinganum,             None
Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Jill Reiter,                None
Assistant Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Eric Rhodes,                None
Assistant Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Eric Richter,               Vice  President  of  HarbourView  Asset  Management
Vice President              Corporation.  Formerly Investment Officer at Alaska
                            Permanent Fund  Corporation  (April 2005 - February
                            2006)
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Claire Ring,                None
Assistant Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Grace Roberts,              None
Assistant Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
David Robertson,            Senior   Vice    President   of    OppenheimerFunds
Senior Vice President       Distributor, Inc.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Robert Robis,               None
Assistant Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Antoinette Rodriguez,       None
Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Stacey Roode,               None
Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Jeffrey S. Rosen,           None
Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Jessica Rosenfeld,          None.
Assistant Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Stacy Roth,                 None
Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Richard Royce,              None
Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Adrienne Ruffle,            None.
Vice President & Assistant
Counsel
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Kim Russomanno,             None
Assistant Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Gerald Rutledge,            None
Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Julie Anne Ryan,            None
Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Timothy Ryan,               None
Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Rohit Sah,                  None
Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Gary Salerno,               Formerly   (as  of  May  2007)   Separate   Account
Assistant Vice President    Business Liaison at OppenheimerFunds, Inc.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Valerie Sanders,            None
Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Kurt Savallo,               Formerly     Senior     Business     Analyst     at
Assistant Vice President    OppenheimerFunds, Inc.

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Rudi W. Schadt,             None
Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Mary Beth Schellhorn,       Formerly  Human   Resources   Generalist  at  Misys
Assistant Vice President    Banking Systems (November 2000 - June 2006).
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Ellen P. Schoenfeld,        None
Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Patrick Schneider,          Formerly  Human  Resources  Manager at ADT Security
Assistant Vice President    Services (December 2001 - July 2006).
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Scott A. Schwegel,          None
Assistant Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Allan P. Sedmak,            None
Assistant Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Jennifer L. Sexton,         Senior Vice  President  of OFI Private  Investments
Vice President              Inc.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Asutosh Shah,               Formerly   Vice    President   at   Merrill   Lynch
Vice President              Investment   Managers  (February  2002  -  February
                            2006).
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Kamal Shah,                 None.
Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Navin Sharma,               None
Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Tammy Sheffer,              None
Assistant Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Mary Dugan Sheridan,        None
Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
David C. Sitgreaves,        None
Assistant Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Michael Skatrud,            Formerly (as of March 2007)  Corporate Bond Analyst
Assistant Vice President    at Putnam Investments.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Enrique H. Smith,           None
Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Kevin Smith,                None
Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Louis Sortino,              None
Vice President:
Rochester Division
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Keith J. Spencer,           None
Senior Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Marco Antonio Spinar,       None
Assistant Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Brett Stein,                Formerly  Vice  President  of  Client  Services  at
Vice President              XAware, Inc. (October 2002 - August 2006).
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Richard A. Stein,           None
Vice President:
Rochester Division
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Arthur P. Steinmetz,        Senior  Vice   President   of   HarbourView   Asset
Senior Vice President       Management Corporation.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Jennifer Stevens,           None
Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Benjamin Stewart,           None
Assistant Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Peter Strzalkowski,         Formerly  (as  of  August  2007)   Founder/Managing
Vice President              Partner at Vector Capital Management.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
John P. Stoma,              Senior   Vice    President   of    OppenheimerFunds
Senior Vice President       Distributor, Inc.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Amy Sullivan,               None
Assistant Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Deborah A. Sullivan,        Secretary of OFI Trust Company.
Vice President & Assistant
Counsel
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Carole Sumption,            Formerly  Vice  President at Policy  Studies,  Inc.
Vice President              (July 2003 - April 2007).
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Michael Sussman,            Vice  President  of  OppenheimerFunds  Distributor,
Vice President              Inc.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Thomas Swaney,              None
Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Brian C. Szilagyi,          None
Assistant Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Martin Telles,              Senior   Vice    President   of    OppenheimerFunds
Senior Vice President       Distributor, Inc.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Charles Toomey,             None
Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Vincent Toner,              None
Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Melinda Trujillo,           Formerly  Senior  Manager at CoBank,  ACB  (January
Assistant Vice President    2004 - April 2006).
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Leonid Tsvayg,              None
Assistant Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Keith Tucker,               None
Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Cameron Ullyatt,            None
Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Angela Uttaro,              None
Assistant Vice President:
Rochester Division
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Mark S. Vandehey,           Vice  President  and Chief  Compliance  Officer  of
Senior Vice President &     OppenheimerFunds   Distributor,   Inc.,  Centennial
Chief Compliance Officer    Asset   Management   Corporation   and  Shareholder
                            Services,   Inc.;  Chief   Compliance   Officer  of
                            HarbourView  Asset  Management  Corporation,   Real
                            Asset  Management,   Inc.,   Shareholder  Financial
                            Services,   Inc.,  Trinity  Investment   Management
                            Corporation,  OppenheimerFunds  Legacy Program, OFI
                            Private  Investments Inc. and OFI Trust Company and
                            OFI Institutional Asset Management, Inc.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Maureen Van Norstrand,      None
Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Nancy Vann,                 None
Vice President & Associate
Counsel
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Rene Vecka,                 None
Assistant Vice President:
Rochester Division
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Vincent Vermette,           Assistant   Vice   President  of   OppenheimerFunds
Vice President              Distributor, Inc.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Elaine Villas-Obusan,       None
Assistant Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Ryan Virag,                 None
Assistant Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Jake Vogelaar,              None
Assistant Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Phillip F. Vottiero,        None
Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Lisa Walsh,                 None
Assistant Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Darren Walsh,               Formerly  General Manager and Senior Vice President
Executive Vice President    of  Comverse  (December  2005  -  September  2006);
                            Senior Vice  President of Strategic  Initiatives at
                            CSG Systems (2002 - December 2005)
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Deborah Weaver,
Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Jerry A. Webman,            Senior  Vice   President   of   HarbourView   Asset
Senior Vice President       Management Corporation.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Christopher D. Weiler,      None
Vice President:
Rochester Division
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Barry D. Weiss,             Vice  President  of  HarbourView  Asset  Management
Vice President              Corporation  and  of  Centennial  Asset  Management
                            Corporation.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Melissa Lynn Weiss,         None
Vice President & Associate
Counsel
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Christine Wells,            None
Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Joseph J. Welsh,            Vice  President  of  HarbourView  Asset  Management
Vice President              Corporation.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Catherine M. White,         Assistant   Vice   President  of   OppenheimerFunds
Assistant Vice President    Distributor,  Inc.;  member of the American Society
                            of Pension Actuaries (ASPA) since 1995.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Troy Willis,                None
Assistant Vice President,
Rochester Division
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Mitchell Williams,          None
Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Julie Wimer,                None
Assistant Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Donna M. Winn,              President,  Chief  Executive  Officer & Director of
Senior Vice President       OFI Private  Investments Inc.; Director & President
                            of  OppenheimerFunds  Legacy  Program;  Senior Vice
                            President of OppenheimerFunds Distributor, Inc.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Philip Witkower,            Senior   Vice    President   of    OppenheimerFunds
Senior Vice President       Distributor, Inc.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Brian W. Wixted,            Treasurer   of   HarbourView    Asset    Management
Senior Vice President &     Corporation;  OppenheimerFunds  International Ltd.,
Treasurer                   Oppenheimer    Real   Asset    Management,    Inc.,
                            Shareholder Services,  Inc.,  Shareholder Financial
                            Services,  Inc., OFI Private  Investments Inc., OFI
                            Institutional      Asset     Management,      Inc.,
                            OppenheimerFunds  plc and  OppenheimerFunds  Legacy
                            Program;  Treasurer and Chief Financial  Officer of
                            OFI   Trust   Company;   Assistant   Treasurer   of
                            Oppenheimer Acquisition Corp.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Carol E. Wolf,              Senior  Vice   President   of   HarbourView   Asset
Senior Vice President       Management  Corporation  and  of  Centennial  Asset
                            Management Corporation;  serves on the Board of the
                            Colorado Ballet.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Meredith Wolff,             None.
Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Oliver Wolff,               None
Assistant Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Kurt Wolfgruber,            Director   of   Tremont   Group   Holdings,   Inc.,
President, Chief            HarbourView  Asset  Management  Corporation and OFI
Investment Officer &        Institutional  Asset  Management,  Inc. (since June
Director                    2003).    Management    Director   of   Oppenheimer
                            Acquisition Corp. (since December 2005).
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Caleb C. Wong,              None
Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Edward C. Yoensky,          None
Assistant Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Geoff Youell,               None.
Assistant Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Lucy Zachman,               None
Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Robert G. Zack,             General  Counsel  of  Centennial  Asset  Management
Executive Vice President &  Corporation;   General   Counsel  and  Director  of
General Counsel             OppenheimerFunds  Distributor,  Inc.;  Senior  Vice
                            President and General Counsel of HarbourView  Asset
                            Management  Corporation and OFI Institutional Asset
                            Management,  Inc.;  Senior Vice President,  General
                            Counsel  and  Director  of  Shareholder   Financial
                            Services,  Inc.,  Shareholder  Services,  Inc., OFI
                            Private    Investments    Inc.;    Executive   Vice
                            President,  General  Counsel  and  Director  of OFI
                            Trust Company;  Director and Assistant Secretary of
                            OppenheimerFunds    International   Limited;   Vice
                            President,   Secretary   and  General   Counsel  of
                            Oppenheimer    Acquisition   Corp.;   Director   of
                            OppenheimerFunds      International     Distributor
                            Limited; Vice President of OppenheimerFunds  Legacy
                            Program;    Vice    President   and   Director   of
                            Oppenheimer Partnership Holdings Inc.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Neal A. Zamore,             None
Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Anna Zatulovskaya,          None
Assistant Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Mark D. Zavanelli,          None
Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Alex Zhou,                  None
Assistant Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Ronald Zibelli, Jr.         Formerly  Managing  Director  and Small Cap  Growth
Vice President              Team Leader at Merrill Lynch.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Arthur J. Zimmer,           Senior  Vice   President   of   HarbourView   Asset
Senior Vice President       Management Corporation.
--------------------------------------------------------------------------------

The Oppenheimer Funds include the following:

Centennial California Tax Exempt Trust
Centennial Government Trust
Centennial Money Market Trust
Centennial New York Tax Exempt Trust
Centennial Tax Exempt Trust
Limited Term New York Municipal Fund (a series of Rochester Portfolio Series)
OFI Tremont Core Strategies Hedge Fund
OFI Tremont Market Neutral Hedge Fund
Oppenheimer Absolute Return Fund
Oppenheimer AMT-Free Municipals
Oppenheimer AMT-Free New York Municipals
Oppenheimer Balanced Fund
Oppenheimer Baring China Fund
Oppenheimer Baring Japan Fund
Oppenheimer Baring SMA International Fund
Oppenheimer California Municipal Fund
Oppenheimer Capital Appreciation Fund
Oppenheimer Capital Income Fund
Oppenheimer Cash Reserves
Oppenheimer Champion Income Fund
Oppenheimer Commodity Strategy Total Return Fund
Oppenheimer Convertible Securities Fund (a series of Bond Fund Series)
Oppenheimer Core Bond Fund (a series of Oppenheimer Integrity Funds)
Oppenheimer Developing Markets Fund
Oppenheimer Discovery Fund
Oppenheimer Dividend Growth Fund
Oppenheimer Emerging Growth Fund
Oppenheimer Equity Fund, Inc.
Oppenheimer Equity Income Fund, Inc.
Oppenheimer Global Fund
Oppenheimer Global Opportunities Fund
Oppenheimer Global Value Fund
Oppenheimer Gold & Special Minerals Fund

Oppenheimer International Bond Fund
Oppenheimer Institutional Money Market Fund
Oppenheimer International Diversified Fund
Oppenheimer International Growth Fund
Oppenheimer International Small Company Fund
Oppenheimer International Value Fund (a series of Oppenheimer International
Value Trust)
Oppenheimer Limited Term California Municipal Fund
Oppenheimer Limited-Term Government Fund
Oppenheimer Limited Term Municipal Fund (a series of Oppenheimer Municipal
Fund)
Oppenheimer Main Street Fund (a series of Oppenheimer Main Street Funds, Inc.)
Oppenheimer Main Street Opportunity Fund
Oppenheimer Main Street Small Cap Fund
Oppenheimer Master Loan Fund LLC
Oppenheimer MidCap Fund
Oppenheimer Money Market Fund, Inc.
Oppenheimer Multi-State Municipal Trust (3 series):
     Oppenheimer New Jersey Municipal Fund
     Oppenheimer Pennsylvania Municipal Fund
     Oppenheimer Rochester National Municipals
Oppenheimer Portfolio Series (4 series)
   Active Allocation Fund
     Equity Investor Fund
     Conservative Investor Fund
     Moderate Investor Fund
Oppenheimer Portfolio Series Fixed Income Active Allocation Fund
Oppenheimer Principal Protected Main Street Fund (a series of Oppenheimer
Principal
     Protected Trust)
Oppenheimer Principal Protected Main Street Fund II (a series of Oppenheimer
Principal
     Protected Trust II)
Oppenheimer Principal Protected Main Street Fund III (a series of Oppenheimer
Principal
     Protected Trust III)
Oppenheimer Quest For Value Funds (3 series)
     Oppenheimer Quest Balanced Fund
     Oppenheimer Quest Opportunity Value Fund
     Oppenheimer Small- & Mid-Cap Value Fund
Oppenheimer Quest International Value Fund, Inc.
Oppenheimer Real Estate Fund
Oppenheimer Rising Dividends Fund, Inc.
Oppenheimer Rochester Arizona Municipal Fund
Oppenheimer Rochester Maryland Municipal Fund
Oppenheimer Rochester Massachusetts Municipal Fund
Oppenheimer Rochester Michigan Municipal Fund
Oppenheimer Rochester Minnesota Municipal Fund
Oppenheimer Rochester North Carolina Municipal Fund
Oppenheimer Rochester Ohio Municipal Fund
Oppenheimer Rochester Virginia Municipal Fund
Oppenheimer Select Value Fund
Oppenheimer Senior Floating Rate Fund
Oppenheimer Series Fund, Inc. (1 series):
Oppenheimer Value Fund
Oppenheimer SMA Core Bond Fund
Oppenheimer SMA International Bond Fund
Oppenheimer Strategic Income Fund
Oppenheimer Transition 2010 Fund
Oppenheimer Transition 2015 Fund
Oppenheimer Transition 2020 Fund
Oppenheimer Transition 2030 Fund
Oppenheimer Tremont Market Neutral Fund, LLC
Oppenheimer Tremont Opportunity Fund, LLC
Oppenheimer U.S. Government Trust
Oppenheimer Variable Account Funds (11 series):
     Oppenheimer Balanced Fund/VA
     Oppenheimer Capital Appreciation Fund/VA
     Oppenheimer Core Bond Fund/VA
     Oppenheimer Global Securities Fund/VA
     Oppenheimer High Income Fund/VA
     Oppenheimer Main Street Fund/VA
     Oppenheimer Main Street Small Cap Fund/VA
     Oppenheimer MidCap Fund/VA
     Oppenheimer Money Fund/VA
     Oppenheimer Strategic Bond Fund/VA
     Oppenheimer Value Fund/VA
Panorama Series Fund, Inc. (4 series):
     Government Securities Portfolio
     Growth Portfolio
     Oppenheimer International Growth Fund/VA
     Total Return Portfolio
Rochester Fund Municipals

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

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

The address of Tremont Group Holdings, Inc. is 555 Theodore Fremd Avenue,
Suite 206-C, Rye, New York 10580.

The address of OppenheimerFunds International Ltd. is 30 Herbert Street,
Dublin 2, Ireland.

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

The address of OppenheimerFunds International Distributor Limited is Suite
1601, Central Tower, 28 Queen's Road Central, Hong Kong.

Item 27. Principal Underwriter

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

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

----------------------------------------------------------------------------------
Name & Principal                 Position & Office        Position and Office
Business Address                 with Underwriter         with Registrant
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Timothy Abbhul(1)                Vice President and       None
                                 Treasurer
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Robert Agan(1)                   Vice President           None
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Anthony Allocco(2)               Assistant Vice President None
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Janette Aprilante(2)             Secretary                None
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Tracey Apostolopoulos(1)         Assistant Vice President None
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
James Barker                     Vice President           None
1723 W. Nelson Street
Chicago, IL 60657
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Kathleen Beichert(1)             Senior Vice President    None
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Rocco Benedetto(2)               Vice President           None
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Thomas Beringer                  Vice President           None
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Rick Bettridge                   Vice President           None
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
David A. Borrelli                Vice President           None
105 Black Calla Ct.
San Ramon, CA 94583
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Jeffrey R. Botwinick             Vice President           None
4431 Twin Pines Drive
Manlius, NY 13104
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Sarah Bourgraf(1)                Vice President           None
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Bryan Bracchi                    Vice President           None
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Michelle Brennan(2)              Vice President           None
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Joshua Broad(2)                  Vice President           None
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Kevin E. Brosmith                Senior Vice President    None
5 Deer Path
South Natlick, MA 01760
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Jeffrey W. Bryan                 Vice President           None
1048 Malaga Avenue
Coral Gables, FL 33134
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Ross Burkstalker                 Vice President           None
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Patrick Campbell(1)              Assistant Vice President None
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Robert Caruso                    Vice President           None
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Donelle Chisolm(2)               Assistant Vice President None
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Andrew Chonofsky                 Vice President           None
109 Wade Avenue, Apt. 365
Raleigh, NC 27605
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Angelanto Ciaglia(2)             Vice President           None
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Melissa Clayton(2)               Assistant Vice President None
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Craig Colby(2)                   Vice President           None
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Rodney Constable(1)              Vice President           None
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Susan Cornwell(1)                Vice President           None
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Neev Crane                       Vice President           None
1530 Beacon Street, Apt. #1403
Brookline, MA 02446
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Michael Daley                    Vice President           None
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Fredrick Davis                   Vice President           None
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
John Davis(2)                    Vice President           None
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Stephen J. Demetrovits(2)        Vice President           None
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Steven Dombrower                 Vice President           None
13 Greenbrush Court
Greenlawn, NY 11740
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
George P. Dougherty              Vice President           None
328 Regency Drive
North Wales, PA 19454
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Cliff H. Dunteman                Vice President           None
N 53 W 27761 Bantry Road
Sussex, WI 53089-45533
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Beth Arthur Du Toit(1)           Vice President           None
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Kent M. Elwell                   Vice President           None
35 Crown Terrace
Yardley, PA 19067
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Gregg A. Everett                 Vice President           None
4328 Auston Way
Palm Harbor, FL 34685-4017
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
George R. Fahey                  Senior Vice President    None
9511 Silent Hills Lane
Lone Tree, CO 80124
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Eric C. Fallon                   Vice President           None
10 Worth Circle
Newton, MA 02458
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
James Fereday                    Vice President           None
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Joseph Fernandez                 Vice President           None
1717 Richbourg Park Drive
Brentwood, TN 37027
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Mark J. Ferro                    Senior Vice President    None
104 Beach 221st Street
Breezy Point, NY 11697
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Ronald H. Fielding(3)            Vice President           None
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Eric P. Fishel                   Vice President           None
725 Boston Post Rd., #12
Sudbury, MA 01776
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Patrick W. Flynn                 Senior Vice President    None
14083 East Fair Avenue
Englewood, CO 80111
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
John E. Forrest(2)               Senior Vice President    None
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
John ("J") Fortuna(2)            Vice President           None
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Jayme D. Fowler                  Vice President           None
3818 Cedar Springs Road,
#101-349
Dallas, TX 75219
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
William Friebel                  Vice President           None
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Alyson Frost                     Assistant Vice President None
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Richard Fuermann                 Vice President           None
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Charlotte Gardner(1)             Vice President           None
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Lucio Giliberti                  Vice President           None
6 Cyndi Court
Flemington, NJ 08822
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Michael Gottesman                Vice President           None
255 Westchester Way
Birmingham, MI 48009
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Raquel Granahan(4)               Vice President           None
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Ralph Grant                      Senior Vice President    None
10 Boathouse Close
Mt. Pleasant, SC 29464
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Kahle Greenfield(2)              Vice President           None
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Robert Grill(2)                  Senior Vice President    None
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Eric Grossjung                   Vice President           None
4002 N. 194th Street
Elkhorn, NE 68022
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Michael D. Guman                 Vice President           None
3913 Pleasant Avenue
Allentown, PA 18103
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
James E. Gunter                  Vice President           None
603 Withers Circle
Wilmington, DE 19810
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Garrett Harbron                  Vice President           None
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Kevin J. Healy(2)                Vice President           None
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Wendy G. Hetson(2)               Vice President           None
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Jennifer Hoelscher(1)            Assistant Vice President None
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
William E. Hortz(2)              Vice President           None
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Edward Hrybenko(2)               Vice President           None
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Amy Huber(1)                     Assistant Vice President None
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Brian F. Husch                   Vice President           None
37 Hollow Road
Stonybrook, NY 11790
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Patrick Hyland(2)                Assistant Vice President None
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Keith Hylind(2)                  Vice President           None
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Kathleen T. Ives(1)              Vice President &         Assistant Secretary
                                 Assistant Secretary
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Shonda Rae Jaquez(2)             Assistant Vice President None
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Nivan Jaleeli                    Vice President           None
13622 E. Geronimo Rd.
Scottsdale, AZ 85259
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Eric K. Johnson                  Vice President           None
8588 Colonial Drive
Lone Tree, CO 80124
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Elyse Jurman                     Vice President           None
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Matthew Kasa                     Vice President           None
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Thomas Keffer(2)                 Senior Vice President    None
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Michael Keogh(2)                 Vice President           None
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Brian Kiley(2)                   Vice President           None
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Lisa Klassen(1)                  Vice President           None
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Richard Klein                    Senior Vice President    None
4820 Fremont Avenue South
Minneapolis, MN 55419
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Richard Knott(1)                 President and Director   None
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Brent A. Krantz                  Senior Vice President    None
61500 Tam McArthur Loop
Bend, OR 97702
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Eric Kristenson(2)               Vice President           None
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
David T. Kuzia                   Vice President           None
10258 S. Dowling Way
Highlands Ranch, CO 80126
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Tracey Lange(2)                  Vice President           None
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Jesse Levitt(2)                  Assistant Vice President None
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Eric J. Liberman                 Vice President           None
27 Tappan Ave., Unit West
Sleepy Hollow, NY 10591
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Malissa Lischin(2)               Assistant Vice President None
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Christina Loftus(2)              Vice President           None
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Thomas Loncar                    Vice President           None
1401 North Taft Street, Apt. 726
Arlington, VA 22201
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Craig Lyman                      Vice President           None
7425 Eggshell Drive
N. Las Vegas, NV 89084
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Peter Maddox(2)                  Vice President           None
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Michael Malik                    Vice President           None
546 Idylberry Road
San Rafael, CA 94903
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Steven C. Manns                  Vice President           None
1627 N. Hermitage Avenue
Chicago, IL 60622
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Todd A. Marion                   Vice President           None
24 Midland Avenue
Cold Spring Harbor, NY 11724
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
LuAnn Mascia(2)                  Vice President           None
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Michael McDonald                 Vice President           None
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
John C. McDonough                Senior Vice President    None
533 Valley Road
New Canaan, CT 06840
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Kent C. McGowan                  Vice President           None
9510 190th Place SW
Edmonds, WA 98020
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Brian F. Medina                  Vice President           None
3009 Irving Street
Denver, CO 80211
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
William Meerman                  Vice President           None
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Daniel Melehan                   Vice President           None
906 Bridgeport Court
San Marcos, CA 92069
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Saul Mendoza                     Vice President           None
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Mark Mezzanotte                  Vice President           None
16 Cullen Way
Exeter, NH 03833
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Matthew L. Michaelson            Vice President           None
1250 W. Grace, #3R
Chicago, IL 60613
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Noah Miller(1)                   Vice President           None
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Clint Modler(1)                  Vice President           None
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Robert Moser                     Vice President           None
9650 East Aspen Hill Circle
Lone Tree, CO 80124
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
David W. Mountford               Vice President           None
7820 Banyan Terrace
Tamarac, FL 33321
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Gzim Muja                        Vice President           None
269 S. Beverly Dr. #807
Beverly Hills, CA 90212
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Matthew Mulcahy(2)               Vice President           None
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Wendy Jean Murray                Vice President           None
32 Carolin Road
Upper Montclair, NJ 07043
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
John S. Napier                   Vice President           None
17 Hillcrest Ave.
Darien, CT 06820
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Christina Nasta(2)               Vice President           None
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Kevin P. Neznek(2)               Vice President           None
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Christopher Nicholson            Vice President           None
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Bradford G. Norford              Vice President           None
5095 Lahinch Ct.
Westerville, OH 43082
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Alan Panzer                      Vice President           None
6755 Ridge Mill Lane
Atlanta, GA 30328
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Donald Pawluk(2)                 Vice President           None
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Brian C. Perkes                  Vice President           None
6 Lawton Ct.
Frisco, TX 75034
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Wayne Perry                      Vice President           None
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Charles K. Pettit(2)             Vice President           None
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Aaron Pisani(1)                  Vice President           None
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Rachel Powers                    Vice President           None
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Nicole Pretzel                   Vice President           None
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Elaine M. Puleo-Carter(2)        Senior Vice President    None
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Minnie Ra                        Vice President           None
100 Dolores Street, #203
Carmel, CA 93923
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Dusting Raring                   Vice President           None
27 Blakemore Drive
Ladera Ranch, CA 92797
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Michael A. Raso                  Vice President           None
3 Vine Place
Larchmont, NY 10538
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Richard E. Rath                  Vice President           None
46 Mt. Vernon Ave.
Alexandria, VA 22301
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Ramsey Rayan                     Vice President           None
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
William J. Raynor(5)             Vice President           None
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Corry Read(2)                    Vice President           None
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Ruxandra Risko(2)                Vice President           None
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
David R. Robertson(2)            Senior Vice President    None
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Ian M. Roche                     Vice President           None
7070 Bramshill Circle
Bainbridge, OH 44023
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Michael Rock                     Vice President           None
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Kenneth A. Rosenson              Vice President           None
24753 Vantage Pt. Terrace
Malibu, CA 90265
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Thomas Sabow                     Vice President           None
6617 Southcrest Drive
Edina, MN 55435
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
John Saunders                    Vice President           None
2251 Chantilly Ave.
Winter Park, FL 32789
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Thomas Schmitt                   Vice President           None
40 Rockcrest Rd
Manhasset, NY 11030
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
William Schories                 Vice President           None
3 Hill Street
Hazlet, NJ 07730
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Jennifer Sexton(2)               Vice President           None
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Eric Sharp                       Vice President           None
862 McNeill Circle
Woodland, CA 95695
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Debbie A. Simon                  Vice President           None
55 E. Erie St., #4404
Chicago, IL 60611
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Bryant Smith                     Vice President           None
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Christopher M. Spencer           Vice President           None
2353 W 118th Terrace
Leawood, KS 66211
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
John A. Spensley                 Vice President           None
375 Mallard Court
Carmel, IN 46032
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Alfred St. John(2)               Vice President           None
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Bryan Stein                      Vice President           None
8 Longwood Rd.
Voorhees, NJ 08043
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
John Stoma(2)                    Senior Vice President    None
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Wayne Strauss(3)                 Assistant Vice President None
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Brian C. Summe                   Vice President           None
2479 Legends Way
Crestview Hills, KY 41017
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Michael Sussman(2)               Vice President           None
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
George T. Sweeney                Senior Vice President    None
5 Smokehouse Lane
Hummelstown, PA 17036
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
James Taylor(2)                  Assistant Vice President None
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Martin Telles(2)                 Senior Vice President    None
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Paul Temple(2)                   Vice President           None
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
David G. Thomas                  Vice President           None
16628 Elk Run Court
Leesburg, VA 20176
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Mark S. Vandehey(1)              Vice President and       Vice President and
                                 Chief Compliance Officer Chief Compliance
                                                          Officer
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Vincent Vermete(2)               Vice President           None
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Patrick Walsh                    Vice President           None
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Kenneth Lediard Ward             Vice President           None
1400 Cottonwood Valley Circle N.
Irving, TX 75038
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Teresa Ward(1)                   Vice President           None
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Janeanne Weickum                 Vice President           None
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Michael J. Weigner               Vice President           None
4905 W. San Nicholas Street
Tampa, FL 33629
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Donn Weise                       Vice President           None
3249 Earlmar Drive
Los Angeles, CA 90064
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Chris G. Werner                  Vice President           None
98 Crown Point Place
Castle Rock, CO 80108
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Catherine White(2)               Assistant Vice President None
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Ryan Wilde(1)                    Vice President           None
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Julie Wimer(2)                   Assistant Vice President None
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Donna Winn(2)                    Senior Vice President    None
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Peter Winters                    Vice President           None
911 N. Organce Ave, Pat. 514
Orlando, FL 32801
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Patrick Wisneski(1)              Vice President           None
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Philip Witkower(2)               Senior Vice President    None
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Kurt Wolfgruber                  Director                 None
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Meredith Wolff(2)                Vice President           None
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Michelle Wood(2)                 Vice President           None
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Cary Patrick Wozniak             Vice President           None
18808 Bravata Court
San Diego, CA 92128
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
John Charles Young               Vice President           None
3914 Southwestern
Houston, TX 77005
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Jill Zachman(2)                  Vice President           None
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Robert G. Zack(2)                General Counsel &        Secretary
                                 Director
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Steven Zito(1)                   Vice President           None
----------------------------------------------------------------------------------

(1)6803 South Tucson Way, Centennial, CO 80112-3924
(2)Two World Financial  Center,  225 Liberty Street,  11th Floor, New York, NY
10281-1008
(3)350 Linden Oaks, Rochester, NY 14623
(4)555 Theodore Fremd Avenue, Rye, NY 10580
(5)Independence Wharf, 470 Atlantic Avenue, 11th Floor, Boston, MA 02210



(c)   Not applicable.

Item 28. Location of Accounts and Records

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

Item 29. Management Services

Not applicable

Item 30. Undertakings

Not applicable.



                                  SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and/or the
Investment Company Act of 1940, the Registrant certifies that it meets all
the requirements for effectiveness of this Registration Statement pursuant to
Rule 485(b) under the Securities Act of 1933 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of New York and State of New York on
the 21st day of December 2007.

                        Oppenheimer Global Fund


By:                     John V. Murphy*
                        John V. Murphy, President
                        Principal Executive Officer and Trustee

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

Signatures                    Title                         Date


Brian F. Wruble*              Chairman of the               December 21, 2007
Brian F. Wruble               Board of Trustees


John V. Murphy*               President, Principal          December 21, 2007
John V. Murphy                Executive Officer and Trustee


Brian W. Wixted*              Treasurer, Principal          December 21, 2007
Brian W. Wixted               Financial & Accounting Officer

David K. Downes*              Trustee                       December 21, 2007
David K. Downes

Matthew P. Fink*              Trustee                       December 21, 2007
Matthew P.Fink


Robert G. Galli*              Trustee                       December 21, 2007
Robert G. Galli


Phillip A. Griffiths*         Trustee                       December 21, 2007
Phillip A. Griffiths


Mary F. Miller*               Trustee                       December 21, 2007
Mary F. Miller


Joel W. Motley*               Trustee                       December 21, 2007
Joel W. Motley

Russell S. Reynolds, Jr.* Trustee                           December 21, 2007
Russell S. Reynolds, Jr.


Joseph M. Wikler*             Trustee                       December 21, 2007
Joseph M. Wikler


Peter I. Wold*                Trustee                       December 21, 2007
Peter I. Wold


*By:  /s/ Mitchell J. Lindauer
      Mitchell J. Lindauer, Attorney-in-Fact



                           Oppenheimer Global Fund


                       Post-Effective Amendment No. 83

                      Registration Statement No. 2-31661


                                EXHIBIT INDEX


Exhibit No.       Description

23(d)             Amended and Restated Investment Advisory Agreement dated as
                  of 9/1/07

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