Oppenheimer Money Market Fund, Inc.

485BPOS 1 body.htm N-1A PG, PROSPECTUS, SAI, FINANCIALS, PART C Oppenheimer Money Market Fund, Inc.

                                                     Registration No.  2-49887
                                                            File No.  811-2454

                      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. 71                                           [X ]


                                    and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANYACT OF 1940             [X]


Amendment No. 40                                                           [X]


                     OPPENHEIMER MONEY MARKET FUND, INC.
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              (Exact Name of Registrant as Specified in Charter)

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

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

                             Robert G. Zack, Esq.
                            OppenheimerFunds, Inc.
Two World Financial Center, 225 Liberty Street-11th Floor, New York, New York
                                  10218-1008
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                   (Name and Address of Agent for Service)


It is proposed that this filing will become effective (check appropriate box):
     [   ] immediately upon filing pursuant to paragraph (b)
     [X]   on November 9, 2007 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
Money Market Fund, Inc.

Prospectus dated November 9, 2007

Oppenheimer Money Market Fund, Inc. is
a money market mutual fund. Its
objective is to seek the maximum
current income that is consistent with
stability of principal. The Fund
invests in short-term, high-quality
"money market" instruments.

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

CONTENTS

ABOUT THE FUND

The Fund's Investment Objective and Principal 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 Y Shares

Special Investor Services
AccountLink
PhoneLink
OppenheimerFunds Internet Website
Retirement Plans

How to Sell Shares
Checkwriting
By Mail
By Telephone

How to Exchange Shares

Shareholder Account Rules and Policies

Dividends and Taxes

Financial Highlights

ABOUT THE FUND

The Fund's Investment Objective and Principal Strategies

WHAT IS THE FUND'S INVESTMENT OBJECTIVE? The Fund's objective is to seek the maximum
current income that is consistent with stability of principal.

WHAT DOES THE FUND INVEST IN? The Fund is a money market fund that invests in a variety of
money market instruments to seek current income. Money market instruments are short-term,
high-quality debt instruments issued by the U.S. government, domestic and foreign
corporations, financial institutions and other entities. They include, for example, bank
obligations, repurchase agreements, commercial paper, other corporate debt obligations and
government debt obligations.

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

WHO IS THE FUND DESIGNED FOR? The Fund is designed for investors who want to earn income at
current money market rates while preserving the value of their investment, because the Fund
tries to keep its share price stable at $1.00. Income on short-term securities tends to be
lower than income on longer term debt securities, so the Fund's yield will likely be lower
than the yield on longer-term fixed income funds. The Fund also offers easy access to your
money through checkwriting and wire redemption privileges. The Fund does not invest for the
purpose of seeking capital appreciation or gains and 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 the value of your investment could be eroded over time by the effects of inflation and
that poor security selection by the Manager, will cause the Fund to underperform other
funds having similar objectives.

There are risks that the issuer of obligations that the Fund holds could have its
credit rating downgraded, or could default, or that interest rates could rise sharply,
causing the value of the Fund's investments (and its share price) to fall. If there is a
high redemption demand for the Fund's shares that was not anticipated, portfolio securities
might have to be sold prior to their maturity at a loss.
As a result, there is a risk that the Fund's shares could fall below $1.00 per share.

An investment in the Fund is not insured or guaranteed by the Federal Deposit
Insurance Corporation or any other government agency. Although the Fund seeks to preserve
the value of your investment at $1.00 per share, it is possible to lose money by investing
in the Fund.

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 the average annual total returns for the 1-, 5-
and 10- year periods. Variability of returns is one measure of the risks of investing in a
money market fund. The Fund's past investment performance does not predict how the Fund
will perform in the future.

Annual Total Returns (Class A) (as of 12/31 each year)

[See appendix to prospectus for annual total return data for bar chart.]

For the period from 1/1/07 through 9/30/07, the cumulative return for Class A shares (not
annualized) was 3.64%. During the period shown in the bar chart, the highest return (not
annualized) for a calendar quarter was 1.52% (3rd and 4th Qtr '00) and the lowest return
(not annualized) for a calendar quarter was 0.09% (1st Qtr `04).

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Average Annual Total Returns for

the periods 1 Year 5 Years 10 Years
ended December 31, 2006 (or life of

class)
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Class A Shares (inception 4/17/74) 4.56% 1.97% 3.39%

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Class Y Shares (inception 8/27/04) 4.77% 3.43% N/A

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The returns measure the performance of a hypothetical account and assume that all
distributions have been reinvested in additional shares.

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The total returns are not the Fund's current yield. The Fund's yield more closely reflects
the Fund's current earnings. To obtain the Fund's current 7-day yield information, please
call the Transfer Agent toll-free at 1.800.CALL OPP (225.5677).
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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 the management of its assets, administration 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. The numbers below are
based on the Fund's expenses during its fiscal year ended July 31, 2007.

Shareholder Fees. The Fund does not charge any initial sales charge to buy shares or to
reinvest dividends. There are no exchange fees or redemption fees and no contingent
deferred sales charges (unless you buy Fund shares by exchanging Class A shares of other
Oppenheimer funds that were purchased subject to a contingent deferred sales charge, as
described in "How to Sell Shares").

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

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Class A Class Y
Shares Shares
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Management Fees 0.41% 0.41%
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Distribution (12b-1) Fees None None
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Other Expenses(1) 0.24% 0.02%

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Total Annual Operating Expenses 0.65% 0.43%

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1.Expenses may vary in future years. "Other Expenses" include transfer agent fees,
custodial fees, and accounting and legal expenses that the Fund pays. The "Other
Expenses" in the table are based on, among other things, the fees the Fund would have
paid if the transfer agent had not waived a portion of its fees under a voluntary
undertaking to the Fund to limit these fees to 0.35% for Class A shares and 0.10% for
Class Y shares of average daily net assets per fiscal year. That undertaking may be
amended or withdrawn at any time. For the Fund's fiscal year ended July 31, 2007, the
transfer agent fees did not exceed the expense limitation for Class A or Class Y shares.

EXAMPLE. The following example is intended to help you compare the cost of investing in the
Fund with the cost of investing in other mutual funds.

The example assumes that you invest $10,000 in the indicated class of shares of the
Fund for the time periods indicated, reinvest your dividends and distributions and then
redeem all of your shares at the end of those periods. The example also assumes that your
investment has a 5% return each year and that the Fund'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, whether or not you redeem your
investment at the end of each period:

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1 Year 3 Years 5 Years 10 Years
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Class A $67 $209 $363 $813

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Class Y $44 $138 $241 $543
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About the Fund's Investments

THE FUND'S PRINCIPAL INVESTMENT POLICIES AND RISKS. The Fund invests in short-term,
high-quality securities meeting quality standards established by its Board of Directors as
well as rules that apply to money market funds under the Investment Company Act of 1940, as
amended (the "Investment Company Act"). The Statement of Additional Information contains
more detailed information about the Fund's investment policies and risks.

The Manager tries to reduce risks by diversifying investments and by carefully
researching investments before they are purchased. The rate of the Fund's income will vary
from day to day, generally reflecting changes in overall short-term interest rates. There
is no assurance that the Fund will achieve its investment objective.

What Does the Fund Invest In? Money market instruments are high-quality, short-term debt
instruments. They may have fixed, variable or floating interest rates. All of the
Fund's money market investments must meet the special quality and maturity
requirements set under the Investment Company Act and the special standards set by
the Fund's Board, described briefly below. The following is a brief description of
the types of money market securities the Fund may invest in.

o U.S. Government Securities. These include obligations issued or guaranteed by the
U.S. Government or any of its agencies or instrumentalities. Some are direct
obligations of the U.S. Treasury, such as Treasury bills, notes and bonds, and are
supported by the full faith and credit of the United States. Other U.S. government
securities, such as pass-through certificates issued by the Government National
Mortgage Association (Ginnie Mae), are also supported by the full faith and credit of
the United States. Some securities issued by agencies or instrumentalities of the
U.S. government are supported by the right of the issuer to borrow from the U.S.
Treasury, such as securities of the Federal National Mortgage Association (Fannie
Mae). Others may be supported only by the credit of the agency or instrumentality,
such as obligations of the Federal Home Loan Mortgage Corporation (Freddie Mac).
o Bank Obligations. The Fund can buy time deposits, certificates of deposit and
bankers' acceptances issued by U.S. or foreign banks, including foreign branches of
U.S. banks. These obligations must be denominated in U.S. dollars. Securities of
foreign banks must be payable in the United States or in other locations approved by
the Fund's Board. Securities issued by foreign banks have investment risks different
from obligations of domestic branches of U.S. banks.

o Commercial Paper. Commercial paper is a short-term, unsecured promissory note of a
domestic or foreign company or other financial firm. The Fund may buy commercial
paper only if it matures in nine months or less from the date of purchase.
o Corporate Debt Obligations. The Fund can invest in other short-term corporate debt
obligations, besides commercial paper, that at the time of purchase by the Fund meet
the Fund's quality standards, described below.

o Floating Rate/Variable Rate Notes. The Fund can purchase notes with floating or
variable interest rates. Variable rates are adjustable at stated periodic
intervals. Floating rates are adjusted automatically according to a specified
market rate or benchmark, such as the prime rate of a bank. If the maturity of a
note is greater than 397 days, it may be purchased only if it has a demand
feature. The feature must permit the Fund to recover the principal amount of the
note on not more than thirty days' notice at any time, or at specified times not
exceeding 397 days from purchase.

o Other Money Market Obligations. The Fund may invest in obligations other than those
listed above if they are guaranteed as to their principal and interest by a
corporation whose commercial paper may be purchased by the Fund or by a domestic
bank. The bank must meet credit criteria set by the Fund's Board of Directors.

Additionally, the Fund may buy other money market instruments that its Board of
Directors approves from time to time. They must be U.S. dollar-denominated short-term
investments that the Board must determine to have minimal credit risks.

WHAT CREDIT QUALITY AND MATURITY STANDARDS APPLY TO THE FUND'S INVESTMENTS? Money market
instruments are subject to credit risk, the risk that the issuer might not make timely
payments of interest on the security or repay principal when it is due. The Fund may buy
only those investments that meet standards set by the Board of Directors and in the
Investment Company Act for money market funds. The Fund's Board has adopted evaluation
procedures for the Fund's portfolio, and the Manager has the responsibility to implement
those procedures when selecting investments for the Fund.

In general, the Fund buys only high-quality investments that the Manager believes
present minimal credit risk at the time of purchase. "High-quality" investments are:
o rated in one of the two highest short-term rating categories of two national rating
organizations, or
o rated by one rating organization in one of its two highest rating categories (if only
one rating organization has rated the investment), or
o unrated investments, subject to review by the Fund's Board, that the Manager
determines are comparable in quality to the two highest rating categories.

The procedures also limit the amount of the Fund's assets that can be invested in the
securities of any one issuer (other than the U.S. government, its agencies and
instrumentalities), to spread the Fund's investment risks. Generally a security's maturity
must not exceed 397 days. Finally, the Fund must maintain an average portfolio maturity of
not more than 90 days.

Investments by a "Funds of Funds." Class Y shares of the Fund are offered as an investment
to an Oppenheimer "fund of funds." The Fund's Board of Directors has approved making
the Fund's shares available as an alternative investment for that fund. From time to
time, that fund of funds may invest up to 20% of its assets in shares of the Fund.
The fund of funds typically uses asset allocation strategies under which it may
increase or reduce the amount of its investment in an underlying fund frequently, and
may do so on a daily basis during volatile market conditions. If the size of the fund
of funds' purchases and redemptions of the Fund's shares 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.

CAN THE FUND'S INVESTMENT OBJECTIVE AND POLICIES CHANGE? The Board of Directors of the Fund
may change non-fundamental policies without shareholder approval, although significant
changes will be described in amendments to this prospectus. Fundamental policies cannot be
changed without the approval of a majority of the Fund's outstanding voting shares. The
Fund's investment objective is a fundamental policy. Some 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 involve risks, although some of them are designed to help reduce overall
investment or market risks. The Statement of Additional Information contains more
information about some of these practices.

Asset-Backed Securities. The Fund can invest in asset-backed investments. These are
fractional interests in pools of consumer loans and other trade receivables, which
are the obligations of a number of different parties. The income from the underlying
pool is passed through to investors, such as the Fund.

These investments might be supported by a credit enhancement, such as a letter of
credit, a guarantee or a preference right. However, the credit enhancement generally
applies only to a fraction of the security's value. If the issuer of the security has
no security interest in the related collateral, there is the risk that the Fund could
lose money if the issuer defaults.

Repurchase Agreements. The Fund may enter into repurchase agreements. In a repurchase
transaction, the Fund buys a security and simultaneously sells it to the vendor for
delivery at a future date. Repurchase agreements must be fully collateralized.
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 Fund will not enter into a repurchase
agreement that will cause more than 10% of its net assets to be subject to repurchase
agreements maturing in more than seven days. There is no limit on the amount of the
Fund's net assets that may be subject to repurchase agreements of seven days or less.

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 can be sold publicly. The Fund will not invest more than 10% of its net
assets in illiquid or restricted securities. That limit does not apply to certain
restricted securities that are eligible for resale to qualified institutional
purchasers. The Manager monitors holdings of illiquid securities on an ongoing basis
to determine whether to sell any holdings to maintain adequate liquidity. Difficulty
in selling a security may result in a loss to the Fund or additional costs.

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 Directors, under an investment advisory agreement which states the
Manager's responsibilities. The agreement sets the fees the Fund pays to the Manager and
describes the expenses that the Fund is responsible to pay to conduct its business.

The Manager has operated as an investment adviser since January 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, NY 10281-1008.

Advisory Fees. Under the Investment Advisory Agreement, the Fund pays the Manager an
advisory fee at an annual rate that declines on additional assets as the Fund grows:
0.45% of the first $500 million of aggregate net assets, 0.425% of the next $500
million of net assets, 0.40% of the next $500 million of net assets, 0.375% of the
next $1.5 billion of net assets, and 0.35% of average annual net assets in excess of
$3.0 billion. The Fund's management fee for the fiscal year ended July 31, 2007 was
0.41% of the Fund's average annual net assets for each class.

A discussion regarding the basis for the Board of Directors' approval of the Fund's
investment advisory contract is available in the Fund's Semi-Annual Report to the
shareholders for six month period ended January 31, 2007.

Portfolio Managers. The Fund's portfolio is managed by Barry D. Weiss and Carol E. Wolf who
are primarily responsible for the day-to-day management of the Fund's investments.

Mr. Weiss has been Vice President of the Fund and a manager of the Fund's portfolio
since July 2001. Mr. Weiss has been a Vice President of the Manager since July 2001 and of
HarbourView Asset Management Corporation since June 2003 and is an officer of four other
portfolios in the OppenheimerFunds complex. He was formerly Assistant Vice President and
Senior Credit Analyst of the Manager from February 2000 through June 2001. Prior to
joining the Manager in February 2000, he was Associate Director, Structured Finance, at
Fitch IBCA Inc. from April 1998 through February 2000.

Ms. Wolf has been a Vice President of the Fund and a manager of the Fund's portfolio
since July 1998. Ms. Wolf has been a Senior Vice President of the Manager since June 2000
and of HarbourView Asset Management Corporation since June 2003 and is an officer of four
other portfolios in the OppenheimerFunds complex. She was formerly Vice President of the
Manager from June 1990 through June 2000.

The Statement of Additional Information provides additional information about the
portfolio managers' compensation, other accounts they manage and their 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.

The Fund intends to be as fully invested as possible to maximize its yield.
Therefore, newly-purchased shares normally will begin to accrue dividends after the
Distributor accepts your purchase order, starting on the business day after the Fund
receives Federal Funds from your purchase payment.

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-dealer may charge
a processing fee for that service. Your account information will be shared with the
dealer you designate.

o Guaranteed Payment Procedures. Some broker/dealers may have arrangements with the
Distributor to enable them to place purchase orders for shares on a regular business
day and to guarantee that the Fund's custodian bank will receive Federal Funds to pay
for the shares by 2:00 p.m. on the next regular business day. The shares will start
to accrue dividends starting on the day the Federal Funds are received by 2:00 p.m.

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, the Distributor will act as your agent in buying the 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.

o ?Paying by Federal Funds Wire. Shares purchased through the Distributor may be paid
for by Federal Funds wire. The minimum investment is $2,500 for wire purchases.
Before sending a wire, call the Distributor's Wire Department at 1.800.225.5677 to
notify the Distributor of the wire and to receive further instructions.
o Buying Shares Through OppenheimerFunds AccountLink. With AccountLink, you pay for
shares by electronic funds transfers from your bank account. Shares are purchased for
your account by a transfer of money from your bank account through the Automated
Clearing House (ACH) system. You can provide those instructions automatically, under
an Asset Builder Plan, described below, or by telephone instructions using
OppenheimerFunds PhoneLink, also described below. Please refer to "AccountLink,"
below for more details.
o Buying Shares Through Asset Builder Plans. You may purchase shares of the Fund
automatically 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 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 of $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.

AT WHAT PRICE ARE SHARES SOLD? Shares are sold at their offering price which is the net
asset value per share. No initial sales charge applies. The net asset value per share will
normally remain fixed at $1.00 per share. However, there is no guarantee the Fund will
maintain a stable net asset value of $1.00 per share. The offering price that applies to a
purchase order is based on the next calculation of the net asset value per share that is
made after the Distributor receives the purchase order at its offices in Colorado, or after
any agent appointed by the Distributor receives the order. Your financial adviser can
provide you with more information regarding the time you must submit your purchase order
and whether the adviser is an authorized agent for the receipt of purchase orders.

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

The net asset value per share for a class of shares on a "regular business day" is
determined by dividing the value of the Fund's net assets attributable to a class by
the number of shares that are outstanding on that day. Under a policy adopted by the
Fund's Board of Directors, the Fund uses the amortized cost method to value its
securities and to determine its net asset values.

If, after the close of the principal market on which a security held by the Fund is
traded, and before the time the Fund's securities are priced that day, an event
occurs that the Manager deems likely to cause a material change in the value of such
security, the Fund's Board of Directors has authorized the Manager, subject to the
Board's review, to ascertain a fair value for such security. A security's valuation
may differ depending on the method used for determining value.
The Offering Price. To receive the offering price for a particular day, 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 (normally 4:00 p.m. Eastern time). If your
order is received on a day when the NYSE is closed or after it is closed, the order
will receive the next offering price that is determined.

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WHAT CLASSES OF SHARES DOES THE FUND OFFER? The Fund offers investors two 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 may 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.
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Class A Shares. If you buy Class A shares there is no initial sales charge on your purchase.
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Class Y Shares. Class Y shares are offered only to certain institutional investors that
have a special agreement with the Distributor.

HOW CAN YOU BUY CLASS A SHARES? Class A shares are sold at their offering price, which is
the net asset value per share without any initial sales charge.

Will You Pay a Sales Charge When You Sell Class A Shares? The Fund does not charge a fee
when you redeem Class A shares of this Fund that you bought either directly or by
reinvesting dividends or distributions from another Oppenheimer fund. Generally, you
will not pay a fee when you redeem Class A shares of this Fund you bought by exchange
of Class A shares of another Oppenheimer fund. However,
o if you bought shares of this Fund by exchanging Class A shares of another Oppenheimer
fund that were subject to the Class A contingent deferred sales charge of that fund,
and
o if those shares remain subject to that Class A contingent deferred sales charge when
you exchange them into this Fund,
o then, you will pay the contingent deferred sales charge if you redeem those shares
from this Fund within 18 months of the purchase date of the shares of the fund you
exchanged.

o Other Special Sales Charge Arrangements and Waivers. The Fund and the Distributor
offer additional arrangements to waive contingent deferred sales charges for certain
types of transactions and for certain classes of investors (primarily retirement
plans that purchase shares in special programs through the Distributor). These are
described in greater detail in Appendix B to the Fund's Statement of Additional
Information, which may be ordered by calling 800.225.5677 or 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 notify the Transfer Agent at
the time of redeeming shares for those waivers that apply to contingent deferred
sales charges.

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 Class A 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 Class A 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.

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 special PhoneLink number,
1.800.225.5677.
Purchasing Shares. You may purchase shares in amounts up to $100,000 by phone, by calling
1.800.225.5677. You must have established AccountLink privileges to link your bank
account with the Fund to pay for these purchases.
Exchanging Shares. With the OppenheimerFunds Exchange Privilege, described below, you can
exchange shares automatically by phone from your Fund account to another
OppenheimerFunds account you have already established by calling the special
PhoneLink number.
Selling Shares. You can redeem shares by telephone automatically by calling the PhoneLink
number and the Fund will send the proceeds directly to your AccountLink bank account.
Please refer to "How to Sell Shares," below for details.

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

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

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

REINVESTMENT PRIVILEGE. If you redeem some or all of your Fund shares that were purchased
by reinvesting dividends from the Fund or another Oppenheimer funds account or by
exchanging shares from another Oppenheimer funds account on which you paid a sales charge,
you have up to six months to reinvest all or part of the redemption proceeds in Class A
shares of other Oppenheimer funds without paying a sales charge. This privilege does not
apply to Class Y shares. You must be sure to ask the Distributor for this privilege when
you send your payment.

RETIREMENT PLANS. You may buy shares of the Fund for your retirement plan account. If you
participate in a plan sponsored by your employer, the plan trustee or administrator must
buy the shares for your plan account. The Distributor also offers a number of different
retirement plans that individuals and employers can use:
Individual Retirement Accounts (IRAs.) These include regular IRAs, Roth IRAs, Simple IRAs
and rollover IRAs.
SEP-IRAs. These are Simplified Employee Pensions 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 using the Fund's
checkwriting privilege, or by telephone. You can also set up Automatic Withdrawal Plans to
redeem shares on a regular basis. If you have questions about any of these procedures, and
especially if you are redeeming shares in a special situation, such as due to the death of
the owner or from a retirement plan account, please call the Transfer Agent first, at
1.800.225.5677, for assistance.

Certain Requests Require a Signature Guarantee. To protect you and the Fund from fraud, the
following redemption requests must be in writing and must include a signature
guarantee (although there may be other situations that also require a signature
guarantee):
o You wish to redeem more than $100,000 and receive a check.
o The redemption check is not payable to all shareholders listed on the account
statement.
o The redemption check is not sent to the address of record on your account statement.
o Shares are being transferred to a Fund account with a different owner or name.
o Shares are being redeemed by someone (such as an Executor) other than the owners.

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

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

CHECKWRITING. To write checks against your Fund account, request that privilege on your
account application, or contact the Transfer Agent for signature cards. They must be signed
(with a signature guarantee) by all owners of the account and returned to the Transfer
Agent so that checks can be sent to you to use. Shareholders with joint accounts can elect
in writing to have checks paid over the signature of one owner. If you previously signed a
signature card to establish checkwriting in another Oppenheimer fund, simply call
1.800.225.5677 to request checkwriting for an account in this Fund with the same
registration as the other account.
o Checks can be written to the order of whomever you wish but may not be cashed at the
bank the checks are payable through or the Fund's custodian bank.
o Checkwriting privileges are not available for Class Y accounts or accounts holding
shares that are subject to a contingent deferred sales charge.

o Checkwriting privileges are not available for shares that are held in a retirement
account.
o Checks must be written for at least $500. Beginning January 1, 2008, checks will not
be accepted if they are written for less than $500, including existing checks that
indicate a $100 minimum.

o Checks cannot be paid if they are written for more than your account value. Remember,
your account value may fluctuate and you should not write a check close to the total
account value.
o You may not write a check that would require the Fund to redeem shares that were
purchased by check or Asset Builder Plan payments within the prior 10 days.
o Don't use your checks if you changed your Fund account number, until you receive new
checks.

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

of the person asking to sell the shares.

Use the following address for requests by mail: Send courier or express 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.

WILL I PAY A SALES CHARGE WHEN I SELL MY SHARES? The Fund does not charge a fee when you
redeem shares of this Fund that you bought directly or by reinvesting dividends or
distributions from this Fund or another Oppenheimer fund. Generally, you will not pay
a fee when you redeem shares of this Fund you bought by exchange of shares of another
Oppenheimer fund. However, if you bought shares of this Fund by exchanging Class A
shares of another Oppenheimer fund that you bought subject to the Class A contingent
deferred sales charge, you may pay a contingent deferred sales charge as described in
"How Can You Buy Class A Shares."

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 and read 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. Since shares of this Fund normally maintain a $1.00
net asset value, in most cases you should not realize a capital gain or loss when you sell
or exchange your shares. Please refer to "How to Exchange Shares" in the Statement of
Additional Information for more details.

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 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. 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.

You may pay a sales charge when you exchange shares of this Fund. Because shares of
this Fund are sold without a sales charge, in some cases you may pay a sales charge when
you exchange shares of this Fund for shares of other Oppenheimer funds that are sold
subject to a sales charge. You will not pay a sales charge when you exchange shares of this
Fund purchased by reinvesting dividends or distributions from this Fund or other
Oppenheimer funds, or when you exchange shares of this Fund purchased by exchange of shares
of an eligible fund on which you paid a sales charge.

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
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
predetermined 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 Directors 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 bulk exchange requests submitted by such financial
intermediaries if, in the Transfer Agent's judgment, exercised in its discretion, the
exchanges would be disruptive to any of the funds involved in the transaction.

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

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

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

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

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

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

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

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

o Exchanges Into Money Market Funds. A direct shareholder will be permitted to
exchange shares of a stock or bond fund for shares of a money market fund,
including this Fund, 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, including this 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 Directors
at any time the Board believes it is in the Fund's best interest to do so.
Telephone transaction privileges for purchases, redemptions or exchanges may be modified,
suspended or terminated by the Fund at any time. The Fund will provide you notice
whenever it is required to do so by applicable law. If an account has more than one
owner, the Fund and the Transfer Agent may rely on the instructions of any one owner.
Telephone privileges apply to each owner of the account and the dealer representative
of record for the account unless the Transfer Agent receives cancellation
instructions from an owner of the account.
The Transfer Agent will record any telephone calls to verify data concerning transactions
and has adopted other procedures to confirm that telephone instructions are genuine,
by requiring callers to provide tax identification numbers and other account data or
by using PINs, and by confirming such transactions in writing. The Transfer Agent and
the Fund will not be liable for losses or expenses arising out of telephone
instructions reasonably believed to be genuine.
Redemption or transfer requests will not be honored until the Transfer Agent receives all
required documents in proper form. From time to time, the Transfer Agent in its
discretion may waive certain of the requirements for redemptions stated in this
prospectus.
Dealers that perform account transactions for their clients by participating in NETWORKING
through the National Securities Clearing Corporation are responsible for obtaining
their clients' permission to perform those transactions, and are responsible to their
clients who are shareholders of the Fund if the dealer performs any transaction
erroneously or improperly.

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.
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 and Taxes

DIVIDENDS. The Fund intends to declare dividends from net investment income each regular
business day and to pay those dividends to shareholders monthly on a date selected by the
Board of Directors. To maintain a net asset value of $1.00 per share, the Fund might
withhold dividends or make distributions from capital or capital gains. Daily dividends
will not be declared or paid on newly purchased shares until Federal Funds are available to
the Fund from the purchase payment for such shares.

CAPITAL GAINS. The Fund normally holds its securities to maturity and therefore will not
usually pay capital gains. Although the Fund does not seek capital gains, it could 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.

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. The Fund expects that its
distributions will consist primarily of ordinary income, which is subject to Federal income
tax and may be subject to state or local taxes. Dividends paid from net investment income
and short-term capital gains are taxable as ordinary income. Long-term capital gains are
taxable as long-term capital gains when distributed to shareholders. It does not matter how
long you have held your shares. Whether you reinvest your distributions in additional
shares or take them in cash, the tax treatment is the same.

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

Because the Fund seeks to maintain a stable $1.00 per share net asset value, it is
unlikely that you will 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.

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 Tables are 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 tables represent the
rate that an investor would have earned (or lost) on an investment in the Fund (assuming
reinvestment of all dividends and distributions). This information has been audited by KPMG
LLP, the Fund's independent registered public accounting firm, whose report, along with the
Fund's financial statements, is included in the Statement of Additional Information, which
is available on request.



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

CLASS A     YEAR ENDED JULY 31,                          2007           2006           2005           2004           2003
---------------------------------------------------------------------------------------------------------------------------
PER SHARE OPERATING DATA
---------------------------------------------------------------------------------------------------------------------------
Net asset value, beginning of period              $      1.00    $      1.00    $      1.00    $      1.00    $      1.00
---------------------------------------------------------------------------------------------------------------------------
Income from investment operations--
net investment income and net realized gain               .05 1          .04 1          .02 1           -- 2          .01
---------------------------------------------------------------------------------------------------------------------------
Dividends and/or distributions to shareholders:
Dividends from net investment income                     (.05)          (.04)          (.02)            -- 2         (.01)
Distributions from net realized gain                       -- 2           --             --             --             -- 2
                                                  -------------------------------------------------------------------------
Total dividends and/or distributions
to shareholders                                          (.05)          (.04)          (.02)            -- 2         (.01)
---------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period                    $      1.00    $      1.00    $      1.00    $      1.00    $      1.00
                                                  =========================================================================

---------------------------------------------------------------------------------------------------------------------------
TOTAL RETURN 3                                           4.87%          3.92%          1.80%          0.43%          0.84%
---------------------------------------------------------------------------------------------------------------------------

---------------------------------------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA
---------------------------------------------------------------------------------------------------------------------------
Net assets, end of period (in thousands)          $ 1,721,631    $ 1,596,820    $ 1,962,575    $ 1,797,049    $ 1,955,368
---------------------------------------------------------------------------------------------------------------------------
Average net assets (in thousands)                 $ 1,592,926    $ 1,885,665    $ 1,856,740    $ 1,808,266    $ 2,014,466
---------------------------------------------------------------------------------------------------------------------------
Ratios to average net assets: 4
Net investment income                                    4.76%          3.79%          1.78%          0.43%          0.83%
Total expenses                                           0.65%          0.62%          0.65%          0.73%          0.72%
Expenses after payments and waivers
and/or reduction to custodian expenses                   0.65%          0.62%          0.65%          0.72%          0.72%

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.




                    19 | OPPENHEIMER MONEY MARKET FUND, INC.


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

CLASS Y     YEAR ENDED JULY 31,                             2007            2006         2005 1
------------------------------------------------------------------------------------------------
PER SHARE OPERATING DATA
------------------------------------------------------------------------------------------------
Net asset value, beginning of period                   $    1.00     $      1.00     $   1.00
------------------------------------------------------------------------------------------------
Income from investment operations--
net investment income and net realized gain 2                .05             .04          .02
------------------------------------------------------------------------------------------------
Dividends and/or distributions to shareholders:
Dividends from net investment income                        (.05)           (.04)        (.02)
Distributions from net realized gain                          -- 3            --           --
                                                       -----------------------------------------
Total dividends and/or distributions to shareholders        (.05)           (.04)        (.02)
------------------------------------------------------------------------------------------------
Net asset value, end of period                         $    1.00     $      1.00     $   1.00
                                                       =========================================

------------------------------------------------------------------------------------------------
TOTAL RETURN 4                                              5.08%           4.08%        1.85%
------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA
------------------------------------------------------------------------------------------------
Net assets, end of period (in thousands)               $ 296,952     $ 1,007,940     $ 25,223
------------------------------------------------------------------------------------------------
Average net assets (in thousands)                      $ 433,570     $   347,670     $ 22,892
------------------------------------------------------------------------------------------------
Ratios to average net assets: 5
Net investment income                                       4.97%           4.52%        2.05%
Total expenses                                              0.43% 6         0.43% 7      0.52% 6

1. For the period from August 27, 2004 (inception of offering) to July 31, 2005.

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

3. Less than $0.005 per share.

4. Assumes an initial 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. 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.

5. Annualized for periods less than one full year.

6. Reduction to custodian expenses less than 0.005%.

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




                    20 | OPPENHEIMER MONEY MARKET FUND, INC.

INFORMATION AND SERVICES

For More Information on Oppenheimer Money Market Fund, Inc.
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
                              through the OppenheimerFunds website. You may
                              also read or download certain documents on the
                              OppenheimerFunds website:
                              www.oppenheimerfunds.com
------------------------------------------------------------------------------


Information  about  the Fund  including  the  Statement  of  Additional  Information  can be
reviewed and copied at the 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:
The Fund's SEC File No. 811-2454              [logo] OppenheimerFunds Distributor, Inc.

PR0200.001.1107
Printed on recycled paper.






                                 APPENDIX TO PROSPECTUS OF
                            OPPENHEIMER MONEY MARKET FUND, INC.


      Graphic  material  included in the prospectus of Oppenheimer  Money Market Fund, Inc.:
"Annual Total Returns (Class A) (as of 12/31 each year)."

      A bar chart will be included in the prospectus of Oppenheimer  Money Market Fund, Inc.
(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.  Set forth below are the
relevant data points that will appear on the bar chart.


Calendar Year Ended                             Annual Total Returns

12/31/97                                         4.94%
12/31/98                                         4.91%
12/31/99                                         4.71%
12/31/00                                         5.92%
12/31/01                                         3.73%
12/31/02                                         1.35%
12/31/03                                         0.52%
12/31/04                                         0.75%


12/31/05                                         2.71%
12/31/06                                         4.56%

------------------------------------------------------------------------------
Oppenheimer Money Market Fund, Inc.
------------------------------------------------------------------------------

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

1.800.CALL OPP (225.5677)

Statement of Additional Information dated November 9, 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 November 9, 2007. It should be read
together with the Prospectus, which may be obtained by writing to the Fund's
Transfer Agent, OppenheimerFunds Services, at P.O. Box 5270, Denver, Colorado
80217, 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 Strategies................................................
Other Investment Restrictions..............................................
Disclosure of Portfolio Holdings...........................................
How the Fund is Managed.......................................................
Organization and History...................................................
Board of Directors and Oversight Committees................................
Directors and Officers of the Fund.........................................

The Manager.............................................................
Brokerage Policies of the Fund................................................
Distribution..................................................................
Payments to Fund Intermediaries...............................................
Performance of the Fund.......................................................

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

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

Appendix A: Ratings Definitions............................................A-1
Appendix B: OppenheimerFunds Special Sales Charge Arrangements and WaiversB-1

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

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

Additional Information About the Fund's Investment Policies and Risks

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

The Fund's Investment Policies. The Fund's objective is to seek the maximum
current income that is consistent with stability of principal. The Fund will
not make investments with the objective of seeking capital growth. However,
the value of the securities held by the Fund may be affected by changes in
general interest rates. Because the current value of debt securities varies
inversely with changes in prevailing interest rates, if interest rates
increase after a security is purchased, that security would normally decline
in value. Conversely, if interest rates decrease after a security is
purchased, its value would rise. However, those fluctuations in value will
not generally result in realized gains or losses to the Fund since the Fund
does not usually intend to dispose of securities prior to their maturity. A
debt security held to maturity is redeemable by its issuer at full principal
value plus accrued interest.

The Fund may sell securities prior to their maturity, to attempt to
take advantage of short-term market variations, or because of a revised
credit evaluation of the issuer or other considerations. The Fund may also do
so to generate cash to satisfy redemptions of Fund shares. In such cases, the
Fund may realize a capital gain or loss on the security.

|X| Portfolio Quality, Maturity and Diversification. Under Rule 2a-7
of the Investment Company Act of 1940, as amended (the "Investment Company
Act") the Fund uses the amortized cost method to value its portfolio
securities to determine the Fund's net asset value per share. Rule 2a-7
places restrictions on a money market fund's investments. Under that Rule,
the Fund may purchase only those securities that the Manager, under
Board-approved procedures, has determined have minimal credit risks and are
"Eligible Securities." The rating restrictions described in the Prospectus
and this SAI do not apply to banks in which the Fund's cash is kept.

An "Eligible Security" is one that has a remaining maturity of 397
calendar days or less and has been rated in one of the two highest short-term
rating categories by any two "nationally-recognized statistical rating
organizations." That term is defined in Rule 2a-7 and they are referred to as
"Rating Organizations" in this SAI. If only one Rating Organization has rated
that security, it must have been rated in one of the two highest rating
categories by that Rating Organization. An unrated security that is judged by
the Manager, subject to review by the Fund's Board of Directors, to be of
comparable quality to Eligible Securities rated by Rating Organizations may
also be an "Eligible Security."

Rule 2a-7 permits the Fund to purchase any number of "First Tier
Securities." These are Eligible Securities that have been rated in the
highest rating category for short-term debt obligations by at least two
Rating Organizations. If only one Rating Organization has rated a particular
security, it must have been rated in the highest rating category by that
Rating Organization. Comparable unrated securities may also be First Tier
Securities.

Under Rule 2a-7, the Fund may invest only up to 5% of its total assets
in "Second Tier Securities." Those are Eligible Securities that are not
"First Tier Securities." In addition, the Fund may not invest more than:

o 5% of its total assets in the securities of any one issuer (other than
the U.S. government, its agencies or instrumentalities); provided,
however, that the Fund may invest up to 25% of its total assets in the
First Tier Securities of a single issuer for a period of up to three
business days after the acquisition thereof; provided, further, that
the Fund may not invest in the securities of more than one issuer in
accordance with the foregoing proviso at any time; or

o 1% of its total assets or $1 million (whichever is greater) in Second
Tier Securities of any one issuer.

Under Rule 2a-7, the Fund must maintain a dollar-weighted average
portfolio maturity of not more than 90 days, and the maturity of any single
portfolio investment may not exceed 397 days. The Board regularly reviews
reports from the Manager to show the Manager's compliance with the Fund's
procedures and with the Rule.

If a security's credit rating is downgraded, the Manager and/or the
Board may have to reassess the security's credit risk. If a security has
ceased to be a First Tier Security, the Manager will promptly reassess
whether the security continues to present minimal credit risk. If the Manager
becomes aware that any Rating Organization has downgraded its rating of a
Second Tier Security or rated an unrated security below its second highest
rating category, the Fund's Board of Directors shall promptly reassess
whether the security presents minimal credit risk and whether it is in the
best interests of the Fund to dispose of it.

If the Fund disposes of the security within five days of the Manager
learning of the downgrade, the Manager will provide the Board with subsequent
notice of such downgrade. If a security is in default, or ceases to be an
Eligible Security, or is determined no longer to present minimal credit
risks, the Board must determine whether it would be in the best interests of
the Fund to dispose of the security.

The Rating Organizations must be designated as nationally-recognized
statistical rating organizations by the Securities and Exchange Commission
("SEC"). Appendix A to this SAI contains descriptions of the rating
categories of certain of those Rating Organizations. Ratings at the time of
purchase will determine whether securities may be acquired under the
restrictions described above.

|X| U.S. Government Securities. U.S. government securities are
obligations issued or guaranteed by the U.S. Government or its agencies or
instrumentalities. They include Treasury Bills (which mature within one year
of the date they are issued) and Treasury Notes and Bonds (which are issued
with longer maturities). All Treasury securities are backed by the full faith
and credit of the United States.

U.S. government agencies and instrumentalities that issue or guarantee
securities include, but are not limited to, the Federal Housing
Administration, Farmers Home Administration, Export-Import Bank of the United
States, Small Business Administration, Government National Mortgage
Association, General Services Administration, Bank for Cooperatives, Federal
Home Loan Banks, Federal Home Loan Mortgage Corporation, Federal Intermediate
Credit Banks, Federal Land Banks, Maritime Administration, the Tennessee
Valley Authority and the District of Columbia Armory Board.

Securities issued or guaranteed by U.S. government agencies and
instrumentalities are not always backed by the full faith and credit of the
United States. Some, such as securities issued by the Federal National
Mortgage Association ("Fannie Mae"), are backed by the right of the agency or
instrumentality to borrow from the U.S. Treasury. Others, such as securities
issued by the Federal Home Loan Mortgage Corporation ("Freddie Mac"), are
supported only by the credit of the instrumentality and not by the Treasury.
If the securities are not backed by the full faith and credit of the United
States, the purchaser must look principally to the agency issuing the
obligation for repayment and may not be able to assert a claim against the
United States if the issuing agency or instrumentality does not meet its
commitment.

Among the U.S. government securities that may be purchased by the Fund
are "mortgage-backed securities" of Fannie Mae, Government National Mortgage
Association ("Ginnie Mae") and Freddie Mac. Timely payment of principal and
interest on Ginnie Mae pass-through securities are guaranteed by the full
faith and credit of the United States. These mortgage-backed securities
include "pass-through" securities and "participation certificates." Both
types of securities are similar, in that they represent pools of mortgages
that are assembled by a vendor who sells interests in the pool. Payments of
principal and interest by individual mortgagors are "passed through" to the
holders of the interests in the pool. Another type of mortgage-backed
security is the "collateralized mortgage obligation." It is similar to a
conventional bond and is secured by groups of individual mortgages.

|X| Time Deposits and Other Bank Obligations. The types of U.S.
"banks" whose securities the Fund may buy include commercial banks, savings
banks, and savings and loan associations, which may or may not be members of
the Federal Deposit Insurance Corporation. The Fund may also buy securities
of "foreign banks" that are payable in U.S. dollars and are:

o foreign branches of U.S. banks (which may be issuers of
"Eurodollar" money market instruments),
o U.S. branches and agencies of foreign banks (which may be issuers
of "Yankee dollar" instruments), or
o foreign branches of foreign banks.

Investment in "foreign banks" as defined above may involve different
risks from the risks of investing in obligations of U.S. banks. Such risks
include adverse political and economic developments, the possible imposition
of withholding taxes on interest income payable on such obligations, the
possible seizure or nationalization of foreign deposits and the possible
establishment of exchange controls or other foreign governmental laws or
restrictions which might adversely affect the payment of principal and
interest. Generally, the issuers of such obligations are subject to fewer
U.S. regulatory requirements than are applicable to U.S. banks. Additionally,
not all of the U.S. and state banking laws and regulations that apply to
domestic banks and that are designed to protect depositors and investors
apply to foreign branches of domestic banks. None of those U.S. and state
regulations apply to foreign banks. Foreign branches or subsidiaries of U.S.
banks and foreign banks may be subject to less stringent reserve requirements
than U.S. banks. U.S. branches or subsidiaries of foreign banks are subject
to the reserve requirements of the state in which they are located. There may
be less publicly available information about a U.S. branch or subsidiary of a
foreign bank or a foreign bank than about a U.S. bank, and such branches or
subsidiaries or banks may not be subject to the same accounting, auditing and
financial record keeping standards and requirements as U.S. banks. Evidence
of ownership of obligations of foreign branches or subsidiaries of U.S. banks
or of foreign banks may be held outside of the United States and the Fund may
be subject to the risks associated with the holding of such property
overseas. Any such obligations of the Fund held overseas will be held by
foreign branches of the custodian for the Fund's portfolio securities or by
other U.S. or foreign banks under subcustodian arrangements complying with
the requirements of the Investment Company Act.

The Fund will buy bank obligations only from a domestic bank with total
assets of at least $2.0 billion or from a foreign bank with total assets of
at least $30.0 billion. Those asset requirements apply only at the time the
obligations are acquired.

The Fund may invest in fixed time deposits. These are non-negotiable
deposits in a bank for a specified period of time at a stated interest rate.
They may or may not be subject to withdrawal penalties. However, the Fund's
investments in time deposits that are subject to penalties (other than time
deposits maturing in less than seven days) are subject to the 10% investment
limitation for investing in illiquid securities, set forth in "Illiquid and
Restricted Securities" in the Prospectus and this SAI.

|X| Insured Bank Obligations. The Federal Deposit Insurance
Corporation (the "FDIC") insures the deposits of banks and savings and loan
associations up to $100,000 per investor. Within the limits set forth in the
Prospectus, the Fund may purchase bank obligations that are fully insured as
to principal by the FDIC. To remain fully insured as to principal, these
investments must currently be limited to $100,000 per bank. If the principal
amount and accrued interest together exceed $100,000, then the accrued
interest in excess of that $100,000 will not be insured.

|X| Floating Rate/Variable Rate Obligations. The Fund may invest in
instruments with floating or variable interest rates. The interest rate on a
floating rate obligation is based on a stated prevailing market rate, such as
a bank's prime rate, the 90-day U.S. Treasury Bill rate, the rate of return
on commercial paper or bank certificates of deposit, or some other standard.
The rate on the investment is adjusted automatically each time the market
rate is adjusted. The interest rate on a variable rate obligation is also
based on a stated prevailing market rate but is adjusted automatically at a
specified interval of not less than one year. Some variable rate or floating
rate obligations in which the Fund may invest have a demand feature entitling
the holder to demand payment of an amount approximately equal to the
amortized cost of the instrument or the principal amount of the instrument
plus accrued interest at any time, or at specified intervals not exceeding
one year. These notes may or may not be backed by bank letters of credit.

Variable rate demand notes may include master demand notes, which are
obligations that permit the Fund to invest fluctuating amounts in a note. The
amount may change daily without penalty, pursuant to direct arrangements
between the Fund, as the note purchaser, and the issuer of the note. The
interest rates on these notes fluctuate from time to time. The issuer of this
type of obligation normally has a corresponding right in its discretion,
after a given period, to prepay the outstanding principal amount of the
obligation plus accrued interest. The issuer must give a specified number of
days' notice to the holders of those obligations. Generally, the changes in
the interest rate on those securities reduce the fluctuation in their market
value. As interest rates decrease or increase, the potential for capital
appreciation or depreciation is less than that for fixed-rate obligations
having the same maturity.

Because these types of obligations are direct lending arrangements
between the note purchaser and issuer of the note, these instruments
generally will not be traded. Generally, there is no established secondary
market for these types of obligations, although they are redeemable from the
issuer at face value. Accordingly, where these obligations are not secured by
letters of credit or other credit support arrangements, the Fund's right to
redeem them is dependent on the ability of the note issuer to pay principal
and interest on demand. These types of obligations usually are not rated by
credit rating agencies. The Fund may invest in obligations that are not rated
only if the Manager determines at the time of investment that the obligations
are of comparable quality to the other obligations in which the Fund may
invest. The Manager, on behalf of the Fund, will monitor the creditworthiness
of the issuers of the floating and variable rate obligations in the Fund's
portfolio on an ongoing basis.

|X| Asset-Backed Securities. These securities, issued by trusts and
special purpose corporations, are backed by pools of assets, primarily
automobile and credit-card receivables and home equity loans. They pass
through the payments on the underlying obligations to the security holders
(less servicing fees paid to the originator or fees for any credit
enhancement). The value of an asset-backed security is affected by changes in
the market's perception of the asset backing the security, the
creditworthiness of the servicing agent for the loan pool, the originator of
the loans, or the financial institution providing any credit enhancement.

Payments of principal and interest passed through to holders of
asset-backed securities are typically supported by some form of credit
enhancement, such as a letter of credit, surety bond, limited guarantee by
another entity or having a priority to certain of the borrower's other
securities. The degree of credit enhancement varies, and generally applies to
only a fraction of the asset-backed security's par value until exhausted. If
the credit enhancement of an asset-backed security held by the Fund has been
exhausted, and if any required payments of principal and interest are not
made with respect to the underlying loans, the Fund may experience losses or
delays in receiving payment.

The risks of investing in asset-backed securities are ultimately
dependent upon payment of consumer loans by the individual borrowers. As a
purchaser of an asset-backed security, the Fund would generally have no
recourse to the entity that originated the loans in the event of default by a
borrower. The underlying loans are subject to prepayments, which shorten the
weighted average life of asset-backed securities and may lower their return,
in the same manner prepayments of a pool of mortgage loans underlying
mortgage-backed securities may shorten the average life of the security or
lower the return of those securities. However, asset-backed securities do not
have the benefit of the same security interest in the underlying collateral
as do mortgage-backed securities.

|X| Repurchase Agreements. In a repurchase transaction, the Fund
acquires a security from, and simultaneously resells it to, an approved
vendor for delivery on an agreed-upon future date. The resale price exceeds
the purchase price by an amount that reflects an agreed-upon interest rate
effective for the period during which the repurchase agreement is in effect.
An "approved vendor" may be a U.S. commercial bank, the U.S. branch of a
foreign bank, or a broker-dealer which has been designated a primary dealer
in government securities. They must meet the 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 will occur within one to five days of the
purchase. The Fund will not enter into a repurchase agreement that will cause
more than 10% of its net assets to be subject to repurchase agreements
maturing in more than seven days.

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

Pursuant to an Exemptive Order issued by the 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 pledged as collateral for repurchase agreements are
held by a custodian bank until the agreements mature. Each joint repurchase
arrangement requires that the market value of the collateral be sufficient to
cover payments of interest and principal; however, in the event of default by
the other party to the agreement, retention of the collateral may be subject
to legal proceedings.

Other Investment Strategies

|X| Loans of Portfolio Securities. To attempt to increase its income,
the Fund may lend its portfolio securities to brokers, dealers and other
financial institutions. These loans are limited to not more than 10% of the
value of the Fund's total assets and are subject to other conditions
described below. The Fund could experience a delay in receiving additional
collateral to secure a loan, or a delay in recovering the loaned securities.
The Fund presently does not intend to lend its securities, but if it does,
the value of securities loaned is not expected to exceed 5% of the Fund's
total assets.

The Fund must receive collateral for a loan. Under current applicable
regulatory requirements (which are subject to change), on each business day
the loan collateral must be at least equal to the market value of the loaned
securities. The collateral must consist of cash, bank letters of credit, or
U.S. government securities in which the Fund is permitted to invest. To be
acceptable as collateral, letters of credit must obligate a bank to pay
amounts demanded by the Fund if the demand meets the terms of the letter.
Such terms and the issuing bank must be satisfactory to the Fund. The Fund
could experience a delay in receiving additional or replacement collateral to
secure a loan, or a delay in recovering the loaned securities.

When it lends securities, the Fund receives from the borrower an amount
equal to the interest paid or the dividends declared on the loaned securities
during the term of the loan. It may also receive negotiated loan fees and may
receive all or a portion of the interest on the non-cash collateral or the
return on investments made with cash collateral, less any finders' fees,
custodian, administrative or other fees the Fund pays in connection with the
loan. The Fund may share the interest it receives on non-cash collateral or
the return on cash collateral investments with the borrower. The Fund will be
responsible for risks associated with the investment of cash collateral,
including the risk that the value of the investment decreases.

The Fund will not lend its portfolio securities to any officer,
Director, employee or affiliate of the Fund or its Manager. The terms of the
Fund's loans must meet certain tests under the Internal Revenue Code and
permit the Fund to reacquire loaned securities on five business days notice
or in time to vote on any important matter.

|X| Illiquid and Restricted Securities. Under the policies and
procedures established by the Fund's Board of Directors, the Manager
determines the liquidity of certain of the Fund's investments. Investments
may be illiquid because of the absence of an active trading market, making it
difficult to value them or dispose of them promptly at an acceptable price. A
restricted security may have terms that limit its resale to other investors
or may require registration under applicable laws before it may be sold
publicly.

Illiquid securities the Fund can buy include issues that may be
redeemed only by the issuer upon more than seven days notice or at maturity,
repurchase agreements maturing in more than seven days, fixed time deposits
subject to withdrawal penalties which mature in more than seven days, certain
participation interests other than those with puts exercisable within seven
days and other securities that cannot be sold freely due to legal or
contractual restrictions on resale. Contractual restrictions on the resale of
illiquid securities might prevent or delay their sale by the Fund at a time
when such sale would be desirable.

There are restricted securities that are not illiquid that the Fund can
buy. They include certain master demand notes redeemable on demand, and
short-term corporate debt instruments that are not related to current
transactions of the issuer and therefore are not exempt from registration as
commercial paper.

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 Directors can change non-fundamental
policies without shareholder approval. However, significant changes to
investment policies will be described in supplements or updates to the
Prospectus or this SAI, as appropriate. The Fund's principal investment
policies are described in the Prospectus.

|X| Does the Fund Have Additional Fundamental Policies? The following
investment restrictions are fundamental policies of the Fund as contemplated
by the Investment Company Act. The limitations of the following policies may
be changed to the extent that the corresponding policies of the Act are
changed by amendment, exemptive or interpretive relief:
o The Fund cannot invest more than 5% of its total assets in
securities of any issuer (except the U.S. government or its
agencies or instrumentalities).
o The Fund cannot invest 25% or more of its total assets in any one
industry. Except for obligations issued or guaranteed by foreign
banks, the Fund's investments in U.S. government securities and
bank obligations described in the Prospectus are not included in
this limitation.
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 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 invest in real estate, physical commodities or
commodity contracts, except to the extent permitted under the
Investment Company Act, the rules or regulations thereunder or
any exemption therefrom, as such statute, rules or regulations
may be amended or interpreted from time to time.
o The Fund may not underwrite securities issued by others, except
to the extent that a Fund may be considered an underwriter within
the meaning of the Securities Act of 1933, as amended, when
reselling securities held in its own portfolio.
o The Fund cannot issue senior securities, except to the extent
permitted under the Investment Company Act, the rules or
regulations thereunder or any exemption therefrom, as such
statute, rules or regulations may be amended or interpreted from
time to time.

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). 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.

|X| Does the Fund Have Additional Restrictions That Are Not "Fundamental"
Policies?

The Fund has additional operating policies that are not "fundamental,"
and which can be changed by the Board of Directors without shareholder
approval.

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.

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 and annual report to shareholders,
its annual report to shareholders, or in its Statements of Investments
on Form N-Q. Those documents are publicly available at the SEC.

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 certified public accountants and 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 the 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 ResearchFulcrum Global Partners Pictet
Auerbach Grayson Garp Research Piper Jaffray Inc.
Banc of America Securities George K Baum &amp; Co. Prager Sealy &amp; Co.
Barclays Goldman Sachs Prudential Securities
Bear Stearns HSBC Ramirez &amp; 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 &amp; Co. JP Morgan Securities Robert W. Baird
CIBC World Markets JPP Eurosecurities Roosevelt &amp; Cross
Citigroup Global Markets Keefe, Bruyette &amp; Woods Russell
Collins Stewart Keijser Securities Ryan Beck &amp; Co.
Craig-Hallum Capital Group Kempen &amp; 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 &amp; Company Leerink Swan Soleil Securities Group
Daiwa Securities Lehman Brothers Standard &amp; Poors
Davy Loop Capital Markets Stifel Nicolaus
Deutsche Bank Securities MainFirst Bank AG Stone &amp; Youngberg
Dresdner Kleinwort Makinson Cowell US Ltd SWS Group
Wasserstein
Emmet &amp; 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 a diversified, open-end management
investment company. The Fund was organized as a Maryland corporation in
December 1973.

|X| Classes of Shares. The Directors 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 two classes of shares: Class A and Class Y. All
classes invest in the same investment portfolio. 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 may have a different net asset value,
o may have separate voting rights on matters in which interests of one
class are different from interests of another class, and
o votes as a class on matters that affect that class alone.

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

|X| Meetings of Shareholders. Although the Fund is not required by Maryland
law to hold annual meetings, it may hold shareholder meetings from time to
time on important matters or when required to do so by the Investment
Company Act or other applicable law. The shareholders have the right to call
a meeting to remove a Director or to take certain other action described in
the Articles of Incorporation or under Maryland law.

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

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

The Board of Directors has an Audit Committee, a Regulatory &amp; Oversight
Committee, a Governance Committee. Each committee is comprised solely of
Directors who are not "interested persons" under the Investment Company Act
(the "Independent Directors"). The members of the Audit Committee are David
K. Downes (Chairman), Mary F. Miller, Joel W. Motley, Russell S. Reynolds,
Jr., Joseph M. Wikler and Peter I. Wold. The Audit Committee held 5 meetings
during the Fund's fiscal year ended July 31, 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 Directors; (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 &amp; 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 &amp; Oversight Committee held 6
meetings during the Fund's fiscal year ended July 31, 2007. The Regulatory &amp;
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 &amp; Oversight Committee's Charter.

The members of the Governance Committee are Phillip A. Griffiths
(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 July 31, 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 Directors, including Independent Directors 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 Directors 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 Directors of Oppenheimer Money
Market Fund, Inc., 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 director nominee. In evaluating director
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 Directors and will contribute
to the Board. There are no differences in the manner in which the Governance
Committee evaluates nominees for directors 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.

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

Oppenheimer Absolute Return Fund Oppenheimer Money Market Fund, Inc.
Oppenheimer AMT-Free Municipals Oppenheimer Multi-State Municipal Trust
Oppenheimer AMT-Free New York Municipals Oppenheimer Portfolio Series
Oppenheimer Balanced Fund Oppenheimer Real Estate Fund
Oppenheimer Rochester Arizona Municipal
Oppenheimer Baring China Fund Fund
Oppenheimer Rochester Maryland Municipal
Oppenheimer Baring Japan Fund Fund
Oppenheimer Baring SMA International Oppenheimer Rochester Massachusetts
Fund Municipal Fund
Oppenheimer Rochester Michigan Municipal
Oppenheimer California Municipal Fund Fund
Oppenheimer Rochester Minnesota Municipal
Oppenheimer Capital Appreciation Fund Fund

Oppenheimer Rochester North Carolina

Oppenheimer Developing Markets Fund Municipal Fund
Oppenheimer Discovery Fund Oppenheimer Rochester Ohio Municipal Fund
Oppenheimer Rochester Virginia Municipal
Oppenheimer Dividend Growth Fund Fund
Oppenheimer Emerging Growth Fund Oppenheimer Select Value Fund

Oppenheimer Enterprise 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 &amp; Special Minerals Fund Oppenheimer Transition 2015 Fund
Oppenheimer Growth Fund Oppenheimer Transition 2020 Fund
Oppenheimer International Diversified
Fund Oppenheimer Transition 2030 Fund
Oppenheimer International Growth Fund OFI Tremont Core Strategies Hedge Fund
Oppenheimer International Small Company
Fund OFI Tremont Market Neutral Hedge Fund
Oppenheimer International Value Fund Oppenheimer Tremont Market Neutral Fund LLC
Oppenheimer Institutional Money Market
Fund Oppenheimer Tremont Opportunity Fund LLC
Oppenheimer Limited Term California
Municipal Fund 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 OppenheimerFunds complex.

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

Messrs. Weiss, Gillespie, Murphy, Petersen, Szilagyi, Vandehey, Wixted
and Zack and Mss. Wolf, 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
October 26, 2007 the Directors 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 Directors (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 Directors 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
Director's beneficial share ownership in the Fund and in all of the
registered investment companies that the Director oversees in the Oppenheimer
family of funds ("Supervised Funds"). The address of each Director in the
chart below is 6803 S. Tucson Way, Centennial, Colorado 80112-3924. Each
Director serves for an indefinite term, until his or her resignation,
retirement, death or removal.

-------------------------------------------------------------------------------------------
Independent Directors
-------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------
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. $50,001-$100Over $100,000
Chairman of the (hedge fund) (since September 1995);
Board of Directors Director of Special Value Opportunities
since 2007, Fund, LLC (registered investment company)
Director 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); Chair, 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 (2000-2002) (investment research,
non-profit); Governor, Jerome Levy
Economics Institute of Bard College
(economics research) (August
1990-September 2001); Director of Ray &amp;
Berendtson, Inc. (executive search firm)
(May 2000-April 2002). Oversees 66
portfolios in the OppenheimerFunds complex.

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

David K. Downes President, Chief Executive Officer and None Over $100,000
Director 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 &amp; 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 &amp; Company
(financial services firm): Tax Manager
(1967-1969), Tax Senior (1965-1967) and
Staff Accountant (1963-1965); United
States Marine Corps (1957-1959). Oversees
66 portfolios in the OppenheimerFunds
complex.

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

Matthew P. Fink, Trustee of the Committee for Economic None Over $100,000
Director since 2006 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 56 portfolios in the
OppenheimerFunds complex.

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

Robert G. Galli, A director or trustee of other Oppenheimer $50,001-$100Over $100,000
Director since 1993 funds. Oversees 66 portfolios in the
Age: 74 OppenheimerFunds complex.

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

Phillip A. Distinguished Presidential Fellow for None None
Griffiths, International Affairs (since 2002) and
Director since 2002 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 56 portfolios in the
OppenheimerFunds complex.

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

Mary F. Miller, Trustee of the American Symphony Orchestra None Over $100,000
Director 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 56 portfolios in the
OppenheimerFunds complex.

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

Joel W. Motley, Managing Director of Public Capital $50,001-$100Over $100,000
Director 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 56 portfolios in the
OppenheimerFunds complex.

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

Russell S. Chairman of RSR Partners (formerly "The None $10,001-$50,000
Reynolds, Jr., Directorship Search Group, Inc.")
Director since 1989 (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 56
portfolios in the OppenheimerFunds complex.

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

Joseph M. Wikler, Director of the following medical device None Over $100,000
Director 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). Drector
of C-TASC (a privately held biostatistics
company) (since May 2007). Oversees 56
portfolios in the OppenheimerFunds complex.

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

Peter I. Wold, President of Wold Oil Properties, Inc. None Over $100,000
Director since 2005 (oil and gas exploration and production
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
56 portfolios in the OppenheimerFunds
complex.

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

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

Mr. Murphy is an "Interested Director" 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 Director for an indefinite
term, or until his resignation, retirement, death or removal and as an
officer for an annual term, or until his resignation, retirement, death or
removal.

-------------------------------------------------------------------------------------------
Interested Director 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, Chairman, Chief Executive Officer and $10,001-$50,Over $100,000
Director since Director of the Manager since June 2001;
2002 and President of the Manager (September
President and 2000-March 2007); President and a director
Principal or trustee of other Oppenheimer funds;
Executive Officer President and Director of Oppenheimer
since 2001 Acquisition Corp. ("OAC") (the Manager's
Age: 58 parent holding company) and of Oppenheimer
Partnership Holdings, Inc. (holding company
subsidiary of the Manager) (since July
2001); Director of OppenheimerFunds
Distributor, Inc. (subsidiary of the
Manager) (November 2001-December 2006);
Chairman and Director of Shareholder
Services, Inc. and of Shareholder Financial
Services, Inc. (transfer agent subsidiaries
of the Manager) (since July 2001);
President and Director of OppenheimerFunds
Legacy Program (charitable trust program
established by the Manager) (since July
2001); Director of the following investment
advisory subsidiaries of the Manager: OFI
Institutional Asset Management, Inc.,
Centennial Asset Management Corporation,
Trinity Investment Management Corporation
and Tremont Capital Management, Inc. (since
November 2001), HarbourView Asset
Management Corporation and OFI Private
Investments, Inc. (since July 2001);
President (since November 1, 2001) and
Director (since July 2001) of Oppenheimer
Real Asset Management, Inc.; Executive Vice
President of Massachusetts Mutual Life
Insurance Company (OAC's parent company)
(since February 1997); Director of DLB
Acquisition Corporation (holding company
parent of Babson Capital Management LLC)
(since June 1995); Member of the Investment
Company Institute's Board of Governors
(since October 3, 2003); Chief Operating
Officer of the Manager (September 2000-June
2001); Oversees 103 portfolios in the
OppenheimerFunds complex.

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

The addresses of the officers in the chart below are as follows: for
Messrs. Gillespie and Zack and Ms. Bloomberg, Two World Financial Center, 225
Liberty Street, New York, New York 10281-1008, for Messrs. Weiss, Petersen,
Szilagyi, Vandehey and Wixted and Mss. Wolf and 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
--------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------
Carol E. Wolf, Senior Vice President of the Manager (since June 2000) and
Vice President and of HarbourView Asset Management Corporation (since June

Portfolio Manager 2003); an officer of 6 portfolios in the OppenheimerFunds
since 1998 complex. Formerly Vice President of the Manager (June 1990 -
Age: 55 June 2000).

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

Barry D. Weiss, Vice President of the Manager (since July 2001) and of
Vice President and HarbourView Asset Management Corporation (since June 2003);
Portfolio Manager an officer of 6 portfolios in the OppenheimerFunds complex.
since 2001 Formerly Assistant Vice President and Senior Credit Analyst
Age: 43 of the Manager (February 2000-June 2001). Prior to joining

the Manager in February 2000, he was Associate Director,
Structured Finance, Fitch IBCA Inc. (April 1998 - February
2000).

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

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 103 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 &amp; Management Corporation, Shareholder Financial Services,
Accounting Officer Inc., Shareholder Services, Inc., Oppenheimer Real Asset
since 1999 Management Corporation, and Oppenheimer Partnership
Age: 48 Holdings, Inc. (since March 1999), OFI Private Investments,
Inc. (since March 2000), OppenheimerFunds International Ltd.
(since May 2000), OppenheimerFunds plc (since May 2000), OFI
Institutional Asset Management, Inc. (since November 2000),
and OppenheimerFunds Legacy Program (charitable trust
program established by the Manager) (since June 2003);
Treasurer and Chief Financial Officer of OFI Trust Company
(trust company subsidiary of the Manager) (since May 2000);
Assistant Treasurer of the following: OAC (since March
1999),Centennial Asset Management Corporation (March
1999-October 2003) and OppenheimerFunds Legacy Program
(April 2000-June 2003); Principal and Chief Operating
Officer of Bankers Trust Company-Mutual Fund Services
Division (March 1995-March 1999). An officer of 103
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 103

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); Director
of Mutual Fund Operations at American Data Services, Inc.
(September 2000-May 2001). An officer of 103 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 (Asia) Limited (since December 2003);
Senior Vice President (May 1985-December 2003), Acting
General Counsel (November 2001-February 2002) and Associate
General Counsel (May 1981-October 2001) of the Manager;
Assistant Secretary of the following: Shareholder Services,
Inc. (May 1985-November 2001), Shareholder Financial
Services, Inc. (November 1989-November 2001), and
OppenheimerFunds International Ltd. (September 1997-November
2001). An officer of 103 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 103
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),
Age: 39 Corporate Vice President (May 1999-April 2001) and Assistant
General Counsel (May 1999-December 2000) of UBS Financial
Services Inc. (formerly, PaineWebber Incorporated). An
officer of 103 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 103 portfolios in the
OppenheimerFunds complex.

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

Remuneration of the Officers and Directors. The officers and the
interested Director of the Fund, who are affiliated with the Manager, receive
no salary or fee from the Fund. The Independent Directors' compensation from
the Fund, shown below, is for serving as a Director and member of a committee
(if applicable), with respect to the Fund's fiscal year ended July 31, 2007.
The total compensation from the Fund and fund complex represents
compensation, including accrued retirement benefits, for serving as a
Director 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 Retirement Estimated Total
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 July 31, Year ended
December 31,
2007 2006

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

Brian F. Wruble(3) $3,942(4) $1,226 $81,942(5)((6)) $241,260(7)
Chairman of the Board

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

David K. Downes
Audit Committee
Chairman and
Regulatory &amp; None N/A $45,913(8) $146,668(9)
Oversight Committee
Member

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

Matthew P. Fink
Governance Committee
Member and Regulatory
&amp; Oversight Committee $3,482 $1,343 $56,034(10) $113,472
Member

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

Robert G. Galli
Regulatory &amp;
Oversight Committee
Chairman and
Governance Committee $4,169 $2,051 $574,819(10)(1$264,812(12)
Member

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

Phillip A. Griffiths $4,526(13) $5,055 $327,278(6) $150,760
Governance Committee
Chairman and

Regulatory &amp;
Oversight Committee
Member
--------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------

Mary F. Miller

Audit Committee
Member and Governance

Committee Member $3,378(14) $838 $66,814(6) $106,792

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

Joel W. Motley $4,187(15) $1,888 $97,539(6) $150,760
Audit Committee
Member and Regulatory
&amp; Oversight Committee
Member

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

Kenneth A. Randall(16) $3,804 $10,026 $67,138(17) $134,080

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

Russell S. Reynolds, $3,430 $4,075 $59,739(17) $110,120
Jr.
Audit Committee
Member and Governance
Committee Member

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

Joseph M. Wikler
Audit Committee
Member and Regulatory $3,257(18) $4,272 $159,825(6) $99,080
&amp; Oversight Committee
Member

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

Peter I. Wold
Audit Committee
Member and Governance $3,257(19) $3,231 $108,941(6) $99,080
Committee Member

--------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------
Clayton K. Yeutter(20) $2,714(21) $12,588 $117,498(22) $173,700

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

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 plan election with the assumption that a Director
will retire at the age of 75 and is eligible (after 7 years of service) to
receive retirement plan benefits with respect to certain Board I Funds.
Although the Directors 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 Directors." 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 $3,253 deferred by Mr. Wruble under the "Compensation
Deferral Plan" described below.
5. Includes $54,544 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. Received a lump-sum roll-over to the Compensation Deferral
Plan in lieu of Retirement Plan Benefirts as of December 31, 2006
7. 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.
8. 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.
9. Compensation paid to Mr. Downes for serving as a director
or trustee of 10 other Oppenheimer Funds that are not Board I Funds.
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 $4,444 deferred by Mr. Griffiths under the "Compensation
Deferral Plan" described below.
14. Includes $1,431 deferred by Ms. Miller under the "Compensation Deferral
Plan" described below.
15. Includes $874 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 $1,629 deferred by Mr. Wikler under the "Compensation Deferral
Plan" described below.
19. Includes $2,612 deferred by Mr. Wold under the "Compensation Deferral
Plan" described below.
20. Mr. Yeutter retired as Chairman of the Board of Trustees of the Board I
Funds effective December 31, 2006
21. Includes $283 deferred by Mr. Yeutter under the "Compensation Deferral
Plan" described below.
22. Mr. Yeutter elected to receive a single life annuity based on his
benefits as of December 31, 2006.

Retirement Plan for Directors. The Board I Funds have adopted a
retirement plan that provides for payments to retired Independent Directors.
Payments are up to 80% of the average compensation paid during a Director's
five years of service in which the highest compensation was received. A
Director must serve as director 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 Director continuing to serve on the Board
of any of the Board I Funds after the Freeze Date (each such Director 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 Directors has adopted a
Compensation Deferral Plan for Independent Directors 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 Director is periodically adjusted as though an
equivalent amount had been invested in shares of one or more Oppenheimer
funds selected by the Director. The amount paid to the Director under the
plan will be determined based upon the amount of compensation deferred and
the performance of the selected funds.

Deferral of the Directors' 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 Director or to pay any
particular level of compensation to any Director. Pursuant to an Order issued
by the SEC, a fund may invest in the funds selected by the Director under the
plan without shareholder approval for the limited purpose of determining the
value of the Director's deferred compensation account.

Major Shareholders. As of October 26, 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:

OppenheimerFunds, Inc., 6803 South Tucson Way, Centennial, CO
80112-3924, which owned 205,651,551.470 Class Y shares (representing 63.69%
of the Fund's Class Y shares then outstanding).

Taynik &amp; Co., P.O. Box 9130, Boston, MA 02117-9130, which owned
27,371,436.122 Class Y shares (representing 8.47% of the Fund's Class Y
shares then outstanding).

OFI Trust Company TR, OppenheimerFunds, Inc., Deferred Compensation
Plan, 255 Liberty Street, Floor 11, New York, NY 10281, which owned
21,880,478.250 Class Y shares (representing 6.77% of the Fund's Class Y
shares then outstanding).

|X| Control Persons. As of October 26, 2007, the Manager
beneficially owned, directly and/or through on or more controlled companies,
83.33% of the Class Y shares, which represent 12.53% of the outstanding
voting securities of the Fund. In the event that any matter is submitted to a
vote of the Fund's shareholders, the Manager has undertaken to vote such
securities of the Fund, and to cause any controlled companies to vote such
securities of the Fund, in the same proportion as the shares of other Fund
shareholders are voted on such matter. A withdrawal of the Manager's
investment could adversely affect the expense ratio for Class A shares and/or
lead to an increase in the Fund's portfolio turnover. The Manager is
organized in the State of Colorado.

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 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 Fund does not have a Code of
Ethics since it is a money market fund.

|X| The Investment Advisory Agreement. The Manager provides
investment advisory and management services to the Fund under an investment
advisory agreement between the Manager and the Fund. The Manager selects
securities for the Fund's portfolio and handles its day-to-day business. That
agreement requires the Manager, at its expense, to provide the Fund with
adequate office space, facilities and equipment. It also requires the Manager
to provide and supervise the activities of all administrative and clerical
personnel required to provide effective 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 Directors, legal and audit expenses, custodian
and transfer agent expenses, share issuance costs, certain printing and
registration costs and non-recurring expenses, including litigation costs.
The management fees paid by the Fund to the Manager are calculated at the
rates described in the Prospectus, which are applied to the assets of the
Fund as a whole. The fees are allocated to each class of shares based upon
the relative proportion of the Fund's net assets represented by that class.
The management fees paid by the Fund to the Manager during its last three
fiscal years were:

--------------------------------------------------------------------------------
Fiscal Year ending Management Fee Paid to OppenheimerFunds, Inc.
7/31
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
2005 $7,781,528
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
2006 $9,119,532
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

2007 $8,354,840

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

The investment advisory agreement states that in the absence of willful
misfeasance, bad faith, or 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 may be withdrawn.

Portfolio Managers. The Fund's portfolio is managed by Barry D. Weiss and
Carol E. Wolf (each is referred to as a "Portfolio Manager" and collectively
they are referred to as the "Portfolio Managers"). They are the persons who
are responsible for the day-to-day management of the Fund's investments.

|X| Other Accounts Managed. In addition to managing the Fund's investment
portfolio, each Portfolio Manager also manages other investment
portfolios and other accounts on behalf of the Manager or its
affiliates. The following table provides information regarding
the other portfolios and accounts managed by each Portfolio
Manager as of July 31, 2007. No account has a performance-based
advisory fee:

Portfolio Total Total Total
Assets in

Assets in Other Other
RegistereRegistered Pooled Pooled Assets
InvestmenInvestment InvestmentInvestment Other in Other )(2)
CompaniesCompanies Vehicles Vehicles AccountAccounts
Manager Managed Managed(1) Managed Managed(1) ManagedManaged(1,

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

5 None None
Barry D. Weiss $25,902

None None
----------------------------------------------------------------------------
----------------------------------------------------------------------------

5 None 1
Carol E. Wolf $29,774
None $254

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

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

As indicated above, the Portfolio Managers also manage other funds
and accounts. Potentially, at times, those responsibilities could
conflict with the interests of the Fund. That may occur whether the
investment strategies of the other fund or account are the same as, or
different from, the Fund's investment objectives and strategies. For
example, the Portfolio Managers may need to allocate investment
opportunities between the Fund and another fund or account having
similar objectives or strategies, or they may need to execute
transactions for another fund or account that could have a negative
impact on the value of securities held by the Fund. Not all funds and
accounts advised by the Manager have the same management fee. If the
management fee structure of another fund or account is more
advantageous to the Manager than the fee structure of the Fund, the
Manager could have an incentive to favor the other fund or account.
However, the Manager's compliance procedures and Code of Ethics
recognize the Manager's fiduciary obligations to treat all of its
clients, including the Fund, fairly and equitably, and are designed to
preclude the Portfolio Managers from favoring one client over another.
It is possible, of course, that those compliance procedures and the
Code of Ethics may not always be adequate to do so. At different
times, the Fund's Portfolio Managers may manage other funds or accounts
with investment objectives and strategies 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 Managers. The Fund's Portfolio Managers
are employed and compensated by the Manager, not the Fund. Under the
Manager's compensation program for its portfolio managers and portfolio
analysts, 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 shareholders. The Manager's compensation
structure is designed to attract and retain highly qualified investment
management professionals and to reward individual and team
contributions toward creating shareholder value. As of July 31, 2007
the Portfolio Managers' compensation consisted of three elements: a
base salary, an annual discretionary bonus and eligibility to
participate in long-term awards of options and 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. 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 benchmark with
respect to the Fund is the iMoneyNet First Tier Retail ranking. Other
factors considered include management quality (such as style
consistency, risk management, sector coverage, team leadership and
coaching) and organizational development. The Portfolio Managers'
compensation is not based on the total value of the Fund's portfolio
assets, although the Fund's investment performance may increase those
assets. The compensation structure is also intended to be internally
equitable and serve to reduce potential conflicts of interest between
the Fund and other funds and accounts managed by the Portfolio
Managers. The compensation structure of the other funds and accounts
managed by the Portfolio Managers is the same as the compensation
structure of the Fund, described above.

Ownership of Fund Shares. As of July 31, 2007 each
Portfolio Manager beneficially owned shares of the Fund as follows:

----------------------------------------------------------
Portfolio Manager Range of Shares
Beneficially
Owned in the Fund
----------------------------------------------------------
----------------------------------------------------------
Barry D. Weiss None
----------------------------------------------------------
----------------------------------------------------------
Carol E. Wolf $1-$10,000
----------------------------------------------------------

Brokerage Policies of the Fund

|X| Portfolio Transactions. Portfolio decisions are based upon
recommendations and judgment of the Manager subject to the overall authority
of the Board of Directors. Most purchases made by the Fund are principal
transactions at net prices, so the Fund incurs little or no brokerage costs.
The Fund deals directly with the selling or purchasing principal or market
maker without incurring charges for the services of a broker on its behalf
unless the Manager determines that a better price or execution may be
obtained by using the services of a broker. Purchases of portfolio securities
from underwriters include a commission or concession paid by the issuer to
the underwriter, and purchases from dealers include a spread between the bid
and asked prices.

The Fund seeks to obtain prompt execution of orders at the most
favorable net price. If broker/dealers are used for portfolio transactions,
transactions may be directed to brokers for their execution and research
services. The research services provided by a particular broker may be useful
only to one or more of the advisory accounts of the Manager and its
affiliates. Investment research received for the commissions of those other
accounts may be useful both to the Fund and one or more of such other
accounts. Investment research services may be supplied to the Manager by a
third party at the instance of a broker through which trades are placed. It
may include information and analyses on particular companies and industries
as well as market or economic trends and portfolio strategy, receipt of
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.

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
obtain market information for the valuation of securities held in the Fund's
portfolio or being considered for purchase.

The Fund's policy of investing in short-term debt securities with
maturity of less than one year results in high portfolio turnover and may
increase the Fund's transaction costs. However, since brokerage commissions,
if any, are small, high turnover does not have an appreciable adverse effect
upon the income of the Fund. There were no commissions paid during the last
three fiscal years of the Fund.

Distribution

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

Payments to Fund Intermediaries

Financial intermediaries may receive payments or concessions from the
Distributor, derived from sales charges paid by the clients of the financial
intermediary. 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, if
applicable, 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,
if applicable, 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 &amp; 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 &amp; 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 &amp; Co. Federal Kemper
Financial Network (ING) GE Financial Assurance
GE Life &amp; 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 &amp; Annuity Prudential
Raymond James &amp; 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 &amp; 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 &amp; 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 &amp; 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 &amp; Co, Inc. Citigroup Global Markets Inc (SSB)
CitiStreet City National Investments
Clark Consulting CPI
DA Davidson &amp; Co. Daily Access. Com, Inc.
Davenport &amp; Co, LLC David Lerner Associates
Digital Retirement Solutions DR, Inc.
Dyatech E*Trade Clearing LLC
Edgewood Edward D Jones &amp; 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&amp;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 &amp; 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 &amp; 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 &amp; Co, Inc.
Morgan Stanley Dean Witter Nathan &amp; 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 &amp; Co, Inc. Peoples Securities, Inc.
Pershing PFPC
Piper Jaffray &amp; Co. Plan Administrators
Plan Member Securities Primevest Financial Services, Inc.
Principal Life Insurance Prudential
PSMI Group Quads Trust Company
Raymond James &amp; Associates, Inc. Reliastar
Robert W Baird &amp; Co. RSM McGladrey
Scott &amp; Stringfellow, Inc. Scottrade, Inc.
Southwest Securities, Inc. Standard Insurance Co
Stanley, Hunt, Dupree &amp; Rhine Stanton Group, Inc.
Sterne Agee &amp; Leach, Inc. Stifel Nicolaus &amp; 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 performance. These terms include "yield," "compounded
effective yield" and "average annual total return." An explanation of how
yields and total returns are calculated is set forth below. The charts below
show the Fund's performance as of the Fund's most recent fiscal year end. 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 comparisons with other
investments:
o ?Yields and total returns measure the performance of a hypothetical
account in the Fund over various periods and do not show the
performance of each shareholder's account. Your account's performance
will vary from the model performance data if your dividends are
received in cash, or you buy or sell shares during the period, or you
bought your shares at a different time than the shares used in the
model.
o? An investment in the Fund is not insured by the FDIC or any other
government agency.
o The Fund's yield is not fixed or guaranteed and will fluctuate.
o? Yields and total returns for any given past period represent historical
performance information and are not, and should not be considered, a
prediction of future yields or returns.

|X| Yields. The Fund's current yield is calculated for a seven-day
period of time as follows. First, a base period return is calculated for the
seven-day period by determining the net change in the value of a hypothetical
pre-existing account having one share at the beginning of the seven-day
period. The change includes dividends declared on the original share and
dividends declared on any shares purchased with dividends on that share, but
such dividends are adjusted to exclude any realized or unrealized capital
gains or losses affecting the dividends declared. Next, the base period
return is multiplied by 365/7 to obtain the current yield to the nearest
hundredth of one percent.

The compounded effective yield for a seven-day period is calculated by:
(1) adding 1 to the base period return (obtained as described above),
(2) raising the sum to a power equal to 365 divided by 7, and
(3) subtracting 1 from the result.

The yield as calculated above may vary for accounts less than
approximately $100 in value due to the effect of rounding off each daily
dividend to the nearest full cent. The calculation of yield under either
procedure described above does not take into consideration any realized or
unrealized gains or losses on the Fund's portfolio securities which may
affect dividends. Therefore, the return on dividends declared during a period
may not be the same on an annualized basis as the yield for that period.

|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. 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.

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") to achieve an Ending Redeemable Value
("ERV" in the formula) of that investment, according to the following formula:

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

ERV l/n - 1 Average Annual Total Return

------------------------------------------------------------------------------
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
-------------------------------------------------------------------------------------
Compounded
Yield Effective Yield

(7 days ended (7 days ended Average Annual Total Returns (at
7/31/07) 7/31/07) 7/31/07)

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

(or life of
class)

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

Class A 4.80% 4.91% 4.87% 2.36% 3.39%

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

Class Y 4.99% 5.11% 5.08% 3.75%(1) N/A

-----------------------------------------------------------------------------------
1. Inception of class Y shares was 8/27/2004

|X| Other Performance Comparisons. Yield information may be useful to
investors in reviewing the Fund's performance. The Fund may make comparisons
between its yield and that of other investments, by citing various indices
such as The Bank Rate Monitor National Index (provided by Bank Rate Monitor(TM))
which measures the average rate paid on bank money market accounts, NOW
accounts and certificates of deposits by the 100 largest banks and thrifts in
the top ten metropolitan areas. When comparing the Fund's yield with that of
other investments, investors should understand that certain other investment
alternatives such as certificates of deposit, U.S. government securities,
money market instruments or bank accounts may provide fixed yields and may be
insured or guaranteed.

From time to time, the Fund may include in its advertisements and sales
literature performance information about the Fund cited in other newspapers
and periodicals, such as The New York Times, which may include performance
quotations from other sources.

From time to time, the Fund's Manager may publish rankings or ratings
of the Manager (or the Transfer Agent) or 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
investor/shareholder services by third parties may compare the services of
the Oppenheimer funds to those of other mutual fund families selected by the
rating or ranking services. They may be based on the opinions of the rating
or ranking service itself, based on its research or judgment, or based on
surveys of investors, brokers, shareholders or others.

------------------------------------------------------------------------------
A B O U T Y O U R A C C O U N T
------------------------------------------------------------------------------

How to Buy Shares

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, 2001, will remain at $25 for
additional purchases. Shares will be purchased on the regular business day
the Distributor is instructed to initiate the Automated Clearing House
("ACH") transfer to buy the shares. Dividends will begin to accrue on shares
purchased by 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.

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 Main Street Small Cap Fund
Oppenheimer AMT-Free New York Municipals Oppenheimer MidCap Fund
Oppenheimer Balanced Fund Oppenheimer New Jersey Municipal Fund
Oppenheimer Baring China Fund Oppenheimer Pennsylvania Municipal Fund
Oppenheimer Baring Japan Fund Oppenheimer Portfolio Series:
Oppenheimer Baring SMA International Fund Active Allocation Fund
Oppenheimer Core Bond Fund Equity Investor Fund
Oppenheimer California Municipal Fund Conservative Investor Fund
Oppenheimer Capital Appreciation Fund Moderate Investor Fund

Oppenheimer Principal Protected Main

Oppenheimer Capital Income Fund 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 Rochester Arizona Municipal
Oppenheimer Enterprise Fund Fund
Oppenheimer Rochester Maryland
Oppenheimer Equity Fund, Inc. Municipal Fund
Oppenheimer Rochester Massachusetts
Oppenheimer Equity Income Fund, Inc. Municipal Fund
Oppenheimer Rochester Michigan
Oppenheimer Global Fund Municipal Fund
Oppenheimer Rochester Minnesota
Oppenheimer Global Opportunities Fund Municipal Fund
Oppenheimer Rochester National
Oppenheimer Global Value Fund Municipals
Oppenheimer Rochester North Carolina
Oppenheimer Gold &amp; Special Minerals Fund Municipal Fund
Oppenheimer Rochester Ohio Municipal
Oppenheimer Growth Fund Fund
Oppenheimer Rochester Virginia
Oppenheimer International Bond Fund Municipal Fund
Oppenheimer International Diversified
Fund Oppenheimer Select Value Fund
Oppenheimer International Growth Fund Oppenheimer Senior Floating Rate Fund
Oppenheimer International Small Company
Fund Oppenheimer Small- &amp; Mid- Cap Value Fund
Oppenheimer International Value Fund Oppenheimer SMA Core Bond Fund
Oppenheimer Limited Term California
Municipal Fund Oppenheimer SMA International Bond Fund
Oppenheimer Limited-Term Government Fund Oppenheimer Strategic Income Fund
Oppenheimer Limited Term Municipal Fund Oppenheimer U.S. Government Trust
Oppenheimer Main Street Fund Oppenheimer Value Fund
Oppenheimer Main Street Opportunity Fund Limited-Term New York Municipal Fund
Rochester Fund Municipals
Oppenheimer Rochester Arizona Municipal
Fund
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.

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 select 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 transmission.

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

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

Classes of Shares. Each class of shares of the Fund represents an interest in
the same portfolio of investments of the Fund. However, each class has
different shareholder privileges and features. The net income attributable to
Class A or Class Y shares and the dividends payable on Class A or Class Y
shares may be reduced by incremental expenses borne solely by that class. 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.

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

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

Other expenses that are directly attributable to a particular class are
allocated equally to each outstanding share within that class. Examples of
such expenses include 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 Accounts of shareholders who elect to access their account documents
electronically via eDoc Direct;
o A fund account that has only certificated shares and, has a balance
below $500 and is being escheated;
o Accounts of shareholders that are held by broker-dealers under the NSCC
Fund/SERV system;
o Accounts held under the Oppenheimer Legacy Program and/or holding
certain Oppenheimer Variable Account Funds;
o Omnibus accounts holding shares pursuant to the Pinnacle, Ascender,
Custom Plus, Recordkeeper Pro and Pension Alliance Retirement Plan
programs; and
o A fund account that falls below the $500 minimum solely due to market
fluctuations within the 12-month period preceding the date the fee
is deducted.

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 Value Per Share. The net asset value per share of
the Fund is determined as of the close of business of the NYSE on each day
that the NYSE is open. The calculation is done by dividing the value of the
Fund's net assets by the number of shares 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 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.

The Fund's Board of Directors has adopted the amortized cost method to
value the Fund's portfolio securities. Under the amortized cost method, a
security is valued initially at its cost and its valuation assumes a constant
amortization of any premium or accretion of any discount, regardless of the
impact of fluctuating interest rates on the market value of the security.
This method does not take into consideration any unrealized capital gains or
losses on securities. While this method provides certainty in valuing
securities, in certain periods the value of a security determined by
amortized cost may be higher or lower than the price the Fund would receive
if it sold the security.

The Fund's Board of Directors has established procedures reasonably
designed to stabilize the Fund's net asset value at $1.00 per share. Those
procedures include a review of the Fund's portfolio holdings by the Board of
Directors, at intervals it deems appropriate, to determine whether the Fund's
net asset value calculated by using available market quotations deviates from
$1.00 per share based on amortized cost.

The Board of Directors will examine the extent of any deviation between
the Fund's net asset value based upon available market quotations and
amortized cost. If the Fund's net asset value were to deviate from $1.00 by
more than 0.5%, Rule 2a-7 under the Investment Company Act of 1940 requires
the Board of Directors to consider what action, if any, should be taken. If
they find that the extent of the deviation may cause a material dilution or
other unfair effects on shareholders, the Board of Directors will take
whatever steps it considers appropriate to eliminate or reduce the dilution,
including, among others, withholding or reducing dividends, paying dividends
from capital or capital gains, selling portfolio instruments prior to
maturity to realize capital gains or losses or to shorten the average
maturity of the portfolio, or calculating net asset value per share by using
available market quotations.

During periods of declining interest rates, the daily yield on shares
of the Fund may tend to be lower (and net investment income and dividends
higher) than those of a fund holding the identical investments as the Fund
but which used a method of portfolio valuation based on market prices or
estimates of market prices. During periods of rising interest rates, the
daily yield of the Fund would tend to be higher and its aggregate value lower
than that of an identical portfolio using market price valuation.

How to Sell Shares

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

Checkwriting. When a check is presented to United Missouri Bank (the "Bank")
for clearance, the Bank will ask the Fund to redeem a sufficient number of
full and fractional shares in the shareholder's account to cover the amount
of the check. This enables the shareholder to continue receiving dividends on
those shares until the check is presented to the Fund. Checks may not be
presented for payment at the offices of the Bank or the Fund's custodian.
This limitation does not affect the use of checks for the payment of bills or
to obtain cash at other banks. The Fund reserves the right to amend, suspend
or discontinue offering checkwriting privileges at any time. The Fund will
provide you notice whenever it is required to do so by applicable law.

In choosing to take advantage of the Checkwriting privilege, by signing
the account application or by completing a Checkwriting card, each individual
who signs:
(1) for individual accounts, represents that they are the registered
owner(s) of the shares of the Fund in that account;
(2) for accounts for corporations, partnerships, trusts and other entities,
represents that they are an officer, general partner, trustee or
other fiduciary or agent, as applicable, duly authorized to act on
behalf of the registered owner(s);
(3) authorizes the Fund, its Transfer Agent and any bank through which the
Fund's drafts (checks) are payable to pay all checks drawn on the
Fund account of such person(s) and to redeem a sufficient amount of
shares from that account to cover payment of each check;
(4) specifically acknowledges that if they choose to permit checks to
be honored if there is a single signature on checks drawn against
joint accounts, or accounts for corporations, partnerships, trusts
or other entities, the signature of any one signatory on a check
will be sufficient to authorize payment of that check and redemption
from the account, even if that account is registered in the names of
more than one person or more than one authorized signature appears
on the Checkwriting card or the application, as applicable;
(5) understands that the Checkwriting privilege may be terminated or
amended at any time by the Fund and/or the Fund's bank; and
(6) acknowledges and agrees that neither the Fund nor its bank shall incur
any liability for that amendment or termination of checkwriting
privileges or for redeeming shares to pay checks reasonably believed
by them to be genuine, or for returning or not paying checks that
have not been accepted for any reason.

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.

Distributions From Retirement Plans. Requests for distributions from
OppenheimerFunds-sponsored IRAs, SEP-IRA's, Simple IRAs, 403(b)(7) custodial
plans, 401(k) plans or pension or profit-sharing plans should be addressed to
"Director, 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 Internal Revenue Code and certain documents
(available from the Transfer Agent) must be completed and submitted to the
Transfer Agent before the distribution may be made. Distributions from
retirement plans are subject to withholding requirements under the Internal
Revenue Code, and IRS Form W-4P (available from the Transfer Agent) must be
submitted to the Transfer Agent with the distribution request, or the
distribution may be delayed. Unless the shareholder has provided the Transfer
Agent with a certified tax identification number, the Internal Revenue Code
requires that tax be withheld from any distribution even if the shareholder
elects not to have tax withheld. The Fund, the Manager, the Distributor, and
the Transfer Agent assume no responsibility to determine whether a
distribution satisfies the conditions of applicable tax laws and will not be
responsible for any tax penalties assessed in connection with a distribution.

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

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.

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

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

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

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

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

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

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

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

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

How to Exchange Shares

As stated in the Prospectus, shares of a particular class of
Oppenheimer funds having more than one class of shares may be exchanged only
for shares of the same class of other Oppenheimer funds. Shares of
Oppenheimer funds that have a single class without a class designation are
deemed "Class A" shares for this purpose. You can obtain a current list of
funds showing which funds offer which classes 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 Centennial New York Tax Exempt
Trust 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 International Value Fund Oppenheimer Rochester National
Municipals
Oppenheimer Limited Term California Oppenheimer Rochester North Carolina
Municipal Fund Municipal Fund
Oppenheimer Limited Term Municipal Fund Oppenheimer Rochester Ohio Municipal
Fund
Oppenheimer Money Market Fund, Inc. Oppenheimer Rochester Virginia
Municipal Fund
Oppenheimer New Jersey Municipal Fund Oppenheimer Senior Floating Rate Fund
Oppenheimer Principal Protected Main
Street Fund II Rochester Fund Municipals
Oppenheimer Pennsylvania Municipal Fund

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 &amp; 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, Class C and Class N shares of
Oppenheimer Cash Reserves are generally available only by exchange
from the same class of shares of other Oppenheimer funds or through
certain OppenheimerFunds-sponsored retirement 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 fund offered by the
Distributor. Shares of any money market fund purchased without a sales
charge may be exchanged for shares of Oppenheimer funds offered with a
sales charge upon payment of the sales charge.

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 each 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 of the fund for as little as $50.

o In most cases Oppenheimer Small- &amp; Mid- Cap Value Fund may be
acquired only by shareholder 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 exception:

o When Class A shares of the 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 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.

|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 investor must obtain a prospectus of that fund before
the exchange request may be submitted. If all telephone lines are busy (which
might occur, for example, during periods of substantial market fluctuations),
shareholders might not be able to request exchanges by telephone and would have
to submit written exchange requests.

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

When you exchange some or all of your shares from one fund to another, any
special account 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. 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 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. 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.

Dividends, distributions (if any) 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 the Fund. 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 Internal Revenue Code described below.
Potential purchasers of shares of the Fund are urged to consult their tax
advisers with specific reference to their own tax circumstances as well as the
consequences of federal, state and local tax rules affecting an investment in
the Fund.

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

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

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

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

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

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

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

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 acquired,
(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 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.

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

Ordinary income dividends that are paid by the Fund (and are deemed not
"effectively connected income") to foreign persons will be subject to a U.S. tax
withheld by the Fund at a rate of 30%, provided the Fund obtains a properly
completed and signed Certificate of Foreign Status. The tax rate may be reduced
if the foreign person's country of residence has a tax treaty with the U.S.
allowing for a reduced tax rate on ordinary income dividends paid by the Fund.
Any tax withheld by the Fund is remitted by the Fund to the U.S. Treasury and
all income and any tax withheld is identified in reports mailed to shareholders
in March of each year 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 Class A shares 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. Citibank, N.A. is the Custodian of the Fund's assets. The
Custodian's responsibilities include safeguarding and controlling the Fund's
portfolio securities and handling the delivery of such securities to and from
the Fund. It is be 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 is the independent
registered public accounting firm of 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 DIRECTORS AND SHAREHOLDERS OF OPPENHEIMER MONEY MARKET FUND, INC.: We have audited the accompanying statement of assets and liabilities of Oppenheimer Money Market Fund, Inc., including the statement of investments, as of July 31, 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 July 31, 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 Money Market Fund, Inc. as of July 31, 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. KPMG LLP Denver, Colorado September 17, 2007 STATEMENT OF INVESTMENTS July 31, 2007 -------------------------------------------------------------------------------- PRINCIPAL VALUE AMOUNT SEE NOTE 1 -------------------------------------------------------------------------------- CERTIFICATES OF DEPOSIT--13.1% -------------------------------------------------------------------------------- Abbey National Treasury Services plc, Stamford CT, 5.30%, 8/1/07 $ 30,000,000 $ 30,000,000 -------------------------------------------------------------------------------- Barclays US Funding LLC, 5.32%, 10/22/07 35,000,000 35,000,000 -------------------------------------------------------------------------------- Calyon, New York, 5.325%, 10/19/07 15,000,000 15,000,000 -------------------------------------------------------------------------------- Canadian Imperial Bank of Commerce NY: 5.25%, 10/15/07 25,000,000 25,000,000 5.31%, 8/29/07 20,000,000 20,000,000 -------------------------------------------------------------------------------- Citibank NA: 5.30%, 8/2/07 15,000,000 15,000,000 5.32%, 10/25/07 7,000,000 7,000,000 -------------------------------------------------------------------------------- Skandinaviska Enskilda Banken, New York: 5.30%, 8/16/07 15,000,000 15,000,000 5.31%, 8/21/07 13,000,000 13,000,000 -------------------------------------------------------------------------------- Societe General, New York, 5.33%, 10/31/07 10,000,000 10,000,000 -------------------------------------------------------------------------------- Svenska Handelsbanken NY, 5.305%, 8/9/07 10,000,000 10,000,011 -------------------------------------------------------------------------------- Toronto Dominion Bank, New York, 5.32%, 9/24/07 25,000,000 25,000,000 -------------------------------------------------------------------------------- Washington Mutual Bank FA, 5.30%, 8/6/07 25,000,000 25,000,000 -------------------------------------------------------------------------------- Westpac Banking Corp., New York, 5.32%, 10/10/07 20,000,000 20,000,000 ----------------- Total Certificates of Deposit (Cost $265,000,011) 265,000,011 -------------------------------------------------------------------------------- DIRECT BANK OBLIGATIONS--24.0% -------------------------------------------------------------------------------- ABN AMRO North America Finance, Inc.: 5.23%, 8/6/07 8,500,000 8,493,826 5.23%, 8/13/07 10,000,000 9,982,567 PRINCIPAL VALUE AMOUNT SEE NOTE 1 -------------------------------------------------------------------------------- DIRECT BANK OBLIGATIONS Continued -------------------------------------------------------------------------------- Anglo Irish Bank Corp., 5.255%, 10/26/07 1 $ 20,000,000 $ 19,748,928 -------------------------------------------------------------------------------- Barclays US Funding LLC: 5.245%, 9/7/07 14,000,000 13,924,530 5.26%, 10/2/07 19,000,000 18,827,881 -------------------------------------------------------------------------------- Danske Corp., 5.24%, 8/20/07 1 3,500,000 3,490,321 -------------------------------------------------------------------------------- Deutsche Bank Financial LLC: 5.25%, 10/24/07 25,000,000 24,693,750 5.25%, 10/25/07 14,000,000 13,826,458 -------------------------------------------------------------------------------- HBOS Treasury Services: 5.245%, 10/26/07 25,000,000 24,686,757 5.25%, 9/17/07 12,750,000 12,662,609 5.255%, 10/5/07 16,210,000 16,056,196 -------------------------------------------------------------------------------- HBOS Treasury Services plc, Sydney: 5.25%, 10/26/07 13,000,000 12,836,958 5.265%, 9/20/07 2,500,000 2,481,719 -------------------------------------------------------------------------------- Nationwide Building Society: 5.25%, 10/22/07 1 16,000,000 15,808,667 5.25%, 10/26/07 1 6,000,000 5,924,750 5.253%, 9/13/07 1 10,000,000 9,937,256 5.255%, 9/24/07 1 22,000,000 21,826,585 5.255%, 10/9/07 1 5,000,000 4,949,640 -------------------------------------------------------------------------------- Royal Bank of Scotland plc, 5.41%, 7/21/08 2,3 15,000,000 15,011,343 -------------------------------------------------------------------------------- Scotiabanc, Inc., 5.275%, 9/27/07 1 40,000,000 39,665,917 -------------------------------------------------------------------------------- Societe Generale North America: 5.25%, 10/5/07 20,000,000 19,810,417 5.25%, 10/10/07 15,000,000 14,846,875 5.27%, 9/27/07 17,500,000 17,353,977 -------------------------------------------------------------------------------- St. George Bank Ltd., 5.25%, 9/4/07 1 15,000,000 14,925,625 11 | OPPENHEIMER MONEY MARKET FUND, INC. STATEMENT OF INVESTMENTS Continued -------------------------------------------------------------------------------- PRINCIPAL VALUE AMOUNT SEE NOTE 1 -------------------------------------------------------------------------------- DIRECT BANK OBLIGATIONS Continued -------------------------------------------------------------------------------- Svenska Handelsbanken, Inc., Series S, 5.23%, 8/6/07 $ 18,000,000 $ 17,986,925 -------------------------------------------------------------------------------- Swedbank AB: 5.23%, 8/17/07 20,000,000 19,953,511 5.24%, 9/6/07 20,000,000 19,895,200 -------------------------------------------------------------------------------- Swedbank Mortgage AB, 5.23%, 8/9/07 15,000,000 14,982,567 -------------------------------------------------------------------------------- UBS Finance (Delaware) LLC: 5.23%, 8/6/07 9,000,000 8,993,463 5.25%, 10/17/07 20,000,000 19,775,417 5.33%, 8/2/07 20,000,000 19,997,094 ----------------- Total Direct Bank Obligations (Cost $483,357,729) 483,357,729 -------------------------------------------------------------------------------- SHORT-TERM NOTES--63.3% -------------------------------------------------------------------------------- ASSET-BACKED SECURITIES--22.4% Capital Auto Receivables Asset Trust 2007-SN1 A-1, 5.32%, 6/16/08 3,4 24,062,177 24,062,177 -------------------------------------------------------------------------------- Chesham Finance LLC: 5.29%, 10/12/07 10,000,000 9,894,200 5.31%, 9/4/07 36,000,000 35,820,480 5.42%, 8/1/07 3,000,000 3,000,000 -------------------------------------------------------------------------------- Concord Minutemen Capital Co. LLC: 5.24%, 8/13/07 7,857,000 7,843,276 5.24%, 8/20/07 10,000,000 9,972,344 -------------------------------------------------------------------------------- FCAR Owner Trust I: 5.24%, 8/24/07 4,980,000 4,963,328 5.27%, 9/21/07 5,000,000 4,962,954 -------------------------------------------------------------------------------- FCAR Owner Trust II: 5.27%, 10/15/07 15,000,000 14,835,313 5.27%, 10/26/07 15,000,000 14,811,158 -------------------------------------------------------------------------------- Gemini Securitization Corp.: 5.255%, 10/23/07 1 20,000,000 19,757,686 5.28%, 8/16/07 1 13,500,000 13,470,300 5.30%, 8/27/07 1 25,000,000 24,905,299 PRINCIPAL VALUE AMOUNT SEE NOTE 1 -------------------------------------------------------------------------------- ASSET-BACKED SECURITIES Continued Gotham Funding Corp., 5.30%, 8/7/07 1 $ 18,000,000 $ 17,984,100 -------------------------------------------------------------------------------- GOVCO, Inc., 5.25%, 9/7/07 1 24,400,000 24,268,342 -------------------------------------------------------------------------------- Grampian Funding LLC, 5.275%, 8/13/07 1 35,000,000 34,938,458 -------------------------------------------------------------------------------- Legacy Capital LLC: 5.28%, 9/5/07 7,140,000 7,103,348 5.29%, 8/10/07 25,000,000 24,966,938 5.38%, 8/2/07 20,000,000 19,997,028 -------------------------------------------------------------------------------- Mont Blanc Capital Corp., 5.27%, 9/21/07 1 10,000,000 9,925,342 -------------------------------------------------------------------------------- Perry Global Funding LLC, Series A: 5.26%, 9/21/07 1 14,006,000 13,901,632 5.26%, 9/26/07 1 15,000,000 14,877,267 5.27%, 10/24/07 1 8,000,000 7,901,627 -------------------------------------------------------------------------------- Solitaire Funding LLC, 5.28%, 10/29/07 1 8,600,000 8,487,741 -------------------------------------------------------------------------------- St. Germain Holdings, Inc.: 5.30%, 11/9/07 2 10,000,000 9,852,778 5.32%, 8/24/07 2 5,200,000 5,182,326 -------------------------------------------------------------------------------- Victory Receivables Corp.: 5.29%, 8/22/07 1 11,000,000 10,966,056 5.36%, 8/1/07 1 5,500,000 5,500,000 -------------------------------------------------------------------------------- Windmill Funding Corp., 5.30%, 9/7/07 1 22,400,000 22,277,982 -------------------------------------------------------------------------------- Yorktown Capital LLC: 5.28%, 8/9/07 1 15,000,000 14,982,400 5.285%, 8/29/07 1 10,000,000 9,958,894 ----------------- 451,370,774 -------------------------------------------------------------------------------- AUTO COMPONENTS--0.1% Nebar Investments LLC, Series 2005, 5.37%, 8/1/07 3 1,900,000 1,900,000 -------------------------------------------------------------------------------- AUTOMOBILES--0.2% Dick Masheter Ford, Inc., 5.38%, 8/1/07 3 3,385,000 3,385,000 12 | OPPENHEIMER MONEY MARKET FUND, INC. PRINCIPAL VALUE AMOUNT SEE NOTE 1 -------------------------------------------------------------------------------- BEVERAGES--0.3% Beverage South LLC, Series 2004, 5.35%, 8/1/07 3 $ 6,725,000 $ 6,725,000 -------------------------------------------------------------------------------- CAPITAL MARKETS--4.5% Banc of America Securities LLC, 5.35%, 8/1/07 3 50,000,000 50,000,000 -------------------------------------------------------------------------------- Lehman Brothers, Inc., 5.313%, 8/2/07 3 4,000,000 4,000,000 -------------------------------------------------------------------------------- Merrill Lynch & Co., Inc., Series C, 5.47%, 8/27/07 3 10,000,000 10,001,003 -------------------------------------------------------------------------------- Morgan Stanley, 5.23%, 8/3/07 26,000,000 25,992,446 ----------------- 89,993,449 -------------------------------------------------------------------------------- CHEMICALS--0.5% BASF AG, 5.245%, 8/17/07 1 10,000,000 9,976,689 -------------------------------------------------------------------------------- COMMERCIAL BANKS--5.6% Bank of America Corp.: 5.235%, 8/17/07 20,000,000 19,953,467 5.24%, 8/28/07 9,000,000 8,964,630 5.245%, 9/10/07 3,000,000 2,982,517 5.245%, 9/14/07 11,000,000 10,929,484 5.26%, 9/27/07 6,000,000 5,950,030 -------------------------------------------------------------------------------- J.P. Morgan Chase & Co., 5.23%, 8/24/07 1 30,000,000 29,899,758 -------------------------------------------------------------------------------- Marshall & Ilsley Corp.: 5.24%, 9/28/07 25,000,000 24,788,944 5.26%, 9/21/07 10,000,000 9,925,483 ----------------- 113,394,313 -------------------------------------------------------------------------------- CONSTRUCTION MATERIALS--0.2% Mississippi Business Finance Corp. Revenue Bonds, Shuqualak Lumber Project, Series 2003, 5.32%, 8/1/07 3 1,200,000 1,200,000 PRINCIPAL VALUE AMOUNT SEE NOTE 1 -------------------------------------------------------------------------------- CONSTRUCTION MATERIALS Continued Warrior Roofing Manufacturing of Georgia LLC, Series 2004, 5.37%, 8/1/07 3 $ 3,400,000 $ 3,400,000 ----------------- 4,600,000 -------------------------------------------------------------------------------- DIVERSIFIED FINANCIAL SERVICES--6.5% General Electric Capital Services, 5.24%, 9/14/07 28,000,000 27,820,676 -------------------------------------------------------------------------------- Greenwich Capital Holdings, Inc., 5.338%, 11/15/07 3 20,000,000 20,000,000 -------------------------------------------------------------------------------- HSBC Finance Corp.: 5.23%, 8/10/07 15,000,000 14,980,388 5.25%, 10/15/07 15,000,000 14,835,938 5.26%, 9/17/07 15,000,000 14,896,992 -------------------------------------------------------------------------------- Prudential Funding LLC: 5.24%, 8/15/07 4 20,000,000 19,959,244 5.25%, 10/17/07 4 19,000,000 18,786,646 ----------------- 131,279,884 -------------------------------------------------------------------------------- DIVERSIFIED TELECOMMUNICATION SERVICES--0.1% Port Authority Columbiana Cnty., Ohio, Series 2006, 5.37%, 8/1/07 3 1,680,000 1,680,000 -------------------------------------------------------------------------------- ELECTRIC UTILITIES--0.1% AL Incentives Finance Authority Special Obligation Bonds, Series 1999-C, 5.32%, 8/2/07 3 2,815,000 2,815,000 -------------------------------------------------------------------------------- ENERGY EQUIPMENT & SERVICES--0.1% Mississippi Business Finance Corp. Revenue Bonds, Signal International LLC Project, Series 2004A, 5.32%, 8/1/07 3 900,000 900,000 13 | OPPENHEIMER MONEY MARKET FUND, INC. STATEMENT OF INVESTMENTS Continued -------------------------------------------------------------------------------- PRINCIPAL VALUE AMOUNT SEE NOTE 1 -------------------------------------------------------------------------------- ENERGY EQUIPMENT & SERVICES Continued Mississippi Business Finance Corp. Revenue Bonds, Signal International LLC Project, Series 2004C, 5.32%, 8/1/07 3 $ 1,000,000 $ 1,000,000 ----------------- 1,900,000 -------------------------------------------------------------------------------- FOOD PRODUCTS--0.2% Beaver Cnty., UT Environmental Facility, BEST Bio Fuels LLC Project, Series 2003B, 3.96%, 8/1/07 3 3,465,000 3,465,000 -------------------------------------------------------------------------------- HEALTH CARE EQUIPMENT & SUPPLIES--0.5% Premier Senior Living LLC, Series 2007 A-H, 5.36%, 8/1/07 3 2,725,000 2,725,000 -------------------------------------------------------------------------------- Sprenger Enterprises, Inc., 5.39%, 8/1/07 3 8,500,000 8,500,000 ----------------- 11,225,000 -------------------------------------------------------------------------------- INSURANCE--2.6% ING America Insurance Holdings, Inc.: 5.23%, 8/9/07 7,000,000 6,991,864 5.25%, 10/10/07 10,000,000 9,897,917 -------------------------------------------------------------------------------- Jackson National Life Global Funding, Series 2004-6, 5.41%, 8/15/07 3,4 17,500,000 17,500,000 -------------------------------------------------------------------------------- Metropolitan Life Global Funding I, Series 2003-5, 5.41%, 8/15/07 3,4 18,000,000 18,000,000 ----------------- 52,389,781 -------------------------------------------------------------------------------- LEASING & FACTORING--2.8% American Honda Finance Corp.: 5.326%, 8/8/07 2,3 10,000,000 10,000,000 5.33%, 9/26/07 2,3 7,500,000 7,500,000 5.33%, 12/6/07 2,3 25,000,000 25,000,000 5.44%, 2/13/08 2,3 15,000,000 15,013,932 ----------------- 57,513,932 PRINCIPAL VALUE AMOUNT SEE NOTE 1 -------------------------------------------------------------------------------- METALS & MINING--0.5% AL Industrial Development Authority Revenue Bonds, Simcala, Inc. Project, Series 1995, 5.32%, 8/1/07 3 $ 5,350,000 $ 5,350,000 -------------------------------------------------------------------------------- Rio Tinto Ltd., 5.275%, 8/7/07 1 5,000,000 4,995,604 ----------------- 10,345,604 -------------------------------------------------------------------------------- MUNICIPAL--0.4% Avon Garden Center LLC, Series 2006, 5.37%, 8/1/07 3 4,000,000 4,000,000 -------------------------------------------------------------------------------- Mangus & Terranova Investments LLC, Series 2006, 5.38%, 8/1/07 3 3,880,000 3,880,000 ----------------- 7,880,000 -------------------------------------------------------------------------------- PERSONAL PRODUCTS--2.8% Procter & Gamble International Funding SCA: 5.245%, 9/10/07 1 23,000,000 22,865,961 5.25%, 9/13/07 1 20,000,000 19,874,464 5.26%, 9/20/07 1 14,000,000 13,897,722 ----------------- 56,638,147 -------------------------------------------------------------------------------- REAL ESTATE--0.2% Scion Investments LLC, Series 2005, 5.38%, 8/1/07 3 3,495,000 3,495,000 -------------------------------------------------------------------------------- SPECIAL PURPOSE FINANCIAL--12.7% Cooperative Assn. of Tractor Dealers, Inc., Series B: 5.25%, 8/22/07 2,022,000 2,015,808 5.32%, 8/7/07 7,010,000 7,003,784 -------------------------------------------------------------------------------- K2 (USA) LLC: 5.23%, 9/20/07 23,600,000 23,428,572 5.26%, 10/1/07 7,000,000 6,937,611 5.26%, 10/3/07 10,000,000 9,907,950 5.27%, 9/13/07 15,000,000 14,905,579 14 | OPPENHEIMER MONEY MARKET FUND, INC. PRINCIPAL VALUE AMOUNT SEE NOTE 1 -------------------------------------------------------------------------------- SPECIAL PURPOSE FINANCIAL Continued LINKS Finance LLC: 8/6/07 2,3,5 $ 12,000,000 $ 11,997,600 8/15/07 2,3,5 18,000,000 17,994,600 5.32%, 12/20/07 2,3 5,000,000 4,999,621 -------------------------------------------------------------------------------- Parkland (USA) LLC: 5.33%, 12/12/07 2,3 4,000,000 3,999,708 5.34%, 7/16/08 2,3 15,000,000 14,998,566 -------------------------------------------------------------------------------- Premier Asset Collateralized Entity LLC, 5.30%, 9/17/07 2,3 15,000,000 15,000,000 -------------------------------------------------------------------------------- RACERS Trust, Series 2004-6-MM, 5.37%, 8/22/07 3 15,000,000 15,000,000 -------------------------------------------------------------------------------- Sigma Finance, Inc.: 5.25%, 10/24/07 20,000,000 19,755,000 5.26%, 11/5/07 25,000,000 24,649,331 -------------------------------------------------------------------------------- Union Hamilton Special Purpose Funding LLC, 5.36%, 9/28/07 3 13,000,000 13,000,000 -------------------------------------------------------------------------------- ZAIS Levered Loan Fund, Series 2006-1A 1, 5.43%, 1/2/08 3,4 50,000,000 50,000,000 ----------------- 255,593,730 ----------------- Total Short-Term Notes (Cost $1,277,566,303) 1,277,566,303 -------------------------------------------------------------------------------- TOTAL INVESTMENTS, AT VALUE (COST $2,025,924,043) 100.4% 2,025,924,043 -------------------------------------------------------------------------------- LIABILITIES IN EXCESS OF OTHER ASSETS (0.4) (7,341,515) --------------------------------- NET ASSETS 100.0% $ 2,018,582,528 ================================= FOOTNOTES TO STATEMENT OF INVESTMENTS SHORT-TERM NOTES AND DIRECT BANK OBLIGATIONS ARE GENERALLY TRADED ON A DISCOUNT BASIS; THE INTEREST RATE SHOWN IS THE DISCOUNT RATE RECEIVED BY THE FUND AT THE TIME OF PURCHASE. OTHER SECURITIES NORMALLY BEAR INTEREST AT THE RATES SHOWN. 1. Security issued in an exempt transaction without registration under the Securities Act of 1933. Such securities amount to $491,891,013, or 24.37% of the Fund's net assets, and have been determined to be liquid pursuant to guidelines adopted by the Board of Directors. 2. Represents securities sold under Rule 144A, which are exempt from registration under the Securities Act of 1933, as amended. These securities have been determined to be liquid under guidelines established by the Board of Directors. These securities amount to $156,550,474 or 7.76% of the Fund's net assets as of July 31, 2007. 3. Represents the current interest rate for a variable or increasing rate security. 4. Illiquid security. The aggregate value of illiquid securities as of July 31, 2007 was $148,308,067, which represents 7.35% of the Fund's net assets. See Note 4 of accompanying Notes. 5. When-issued security or forward commitment to be delivered and settled after July 31, 2007. See Note 1 of accompanying Notes. SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS 15 | OPPENHEIMER MONEY MARKET FUND, INC. STATEMENT OF ASSETS AND LIABILITIES July 31, 2007 -------------------------------------------------------------------------------- ------------------------------------------------------------------------------------------------------------ ASSETS ------------------------------------------------------------------------------------------------------------ Investments, at value (cost $2,025,924,043)--see accompanying statement of investments $ 2,025,924,043 ------------------------------------------------------------------------------------------------------------ Cash 1,990,052 ------------------------------------------------------------------------------------------------------------ Receivables and other assets: Shares of capital stock sold 56,155,007 Interest 3,632,481 Other 181,715 ---------------- Total assets 2,087,883,298 ------------------------------------------------------------------------------------------------------------ LIABILITIES ------------------------------------------------------------------------------------------------------------ Payables and other liabilities: Shares of capital stock redeemed 36,100,383 Investments purchased on a when-issued basis or forward commitment 29,992,200 Dividends 2,351,457 Directors' compensation 375,745 Transfer and shareholder servicing agent fees 260,469 Shareholder communications 158,442 Other 62,074 ---------------- Total liabilities 69,300,770 ------------------------------------------------------------------------------------------------------------ NET ASSETS $ 2,018,582,528 ================ ------------------------------------------------------------------------------------------------------------ COMPOSITION OF NET ASSETS ------------------------------------------------------------------------------------------------------------ Par value of shares of capital stock $ 201,849,693 ------------------------------------------------------------------------------------------------------------ Additional paid-in capital 1,816,732,835 ---------------- NET ASSETS $ 2,018,582,528 ================ ------------------------------------------------------------------------------------------------------------ NET ASSET VALUE PER SHARE ------------------------------------------------------------------------------------------------------------ Class A Shares: Net asset value and redemption price per share (based on net assets of $1,721,631,047 and 1,721,544,858 shares of capital stock outstanding) $ 1.00 ------------------------------------------------------------------------------------------------------------ Class Y Shares: Net asset value, redemption price and offering price per share (based on net assets of $296,951,481 and 296,952,073 shares of capital stock outstanding) $ 1.00 SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS. 16 | OPPENHEIMER MONEY MARKET FUND, INC. STATEMENT OF OPERATIONS For the Year Ended July 31, 2007 -------------------------------------------------------------------------------- ------------------------------------------------------------------------------------------------------------ INVESTMENT INCOME ------------------------------------------------------------------------------------------------------------ Interest $ 109,455,625 ------------------------------------------------------------------------------------------------------------ Other income 165,951 ---------------- Total investment income 109,621,576 ------------------------------------------------------------------------------------------------------------ EXPENSES ------------------------------------------------------------------------------------------------------------ Management fees 8,354,840 ------------------------------------------------------------------------------------------------------------ Transfer and shareholder servicing agent fees: Class A 3,072,569 Class Y 38,065 ------------------------------------------------------------------------------------------------------------ Shareholder communications: Class A 426,954 Class Y 161 ------------------------------------------------------------------------------------------------------------ Directors' compensation 104,249 ------------------------------------------------------------------------------------------------------------ Custodian fees and expenses 11,459 ------------------------------------------------------------------------------------------------------------ Other 199,707 ---------------- Total expenses 12,208,004 Less reduction to custodian expenses (104) ---------------- Net expenses 12,207,900 ------------------------------------------------------------------------------------------------------------ NET INVESTMENT INCOME 97,413,676 ------------------------------------------------------------------------------------------------------------ NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS $ 97,413,676 ================ SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS. 17 | OPPENHEIMER MONEY MARKET FUND, INC. STATEMENTS OF CHANGES IN NET ASSETS -------------------------------------------------------------------------------- YEAR ENDED JULY 31, 2007 2006 ------------------------------------------------------------------------------------------------------- OPERATIONS ------------------------------------------------------------------------------------------------------- Net investment income $ 97,413,676 $ 87,243,536 ------------------------------------------------------------------------------------------------------- Net realized gain -- 15,960 ----------------------------------- Net increase in net assets resulting from operations 97,413,676 87,259,496 ------------------------------------------------------------------------------------------------------- DIVIDENDS AND/OR DISTRIBUTIONS TO SHAREHOLDERS ------------------------------------------------------------------------------------------------------- Dividends from net investment income: Class A (75,863,733) (71,566,197) Class Y (21,549,943) (15,732,087) ----------------------------------- (97,413,676) (87,298,284) ------------------------------------------------------------------------------------------------------- Distributions from net realized gain: Class A (12,010) -- Class Y (3,951) -- ----------------------------------- (15,961) -- ------------------------------------------------------------------------------------------------------- CAPITAL STOCK TRANSACTIONS ------------------------------------------------------------------------------------------------------- Net increase (decrease) in net assets resulting from capital stock transactions: Class A 124,822,632 (365,712,571) Class Y (710,984,113) 982,713,397 ----------------------------------- (586,161,481) 617,000,826 ------------------------------------------------------------------------------------------------------- NET ASSETS ------------------------------------------------------------------------------------------------------- Total increase (decrease) (586,177,442) 616,962,038 ------------------------------------------------------------------------------------------------------- Beginning of period 2,604,759,970 1,987,797,932 ----------------------------------- End of period $ 2,018,582,528 $ 2,604,759,970 =================================== SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS. 18 | OPPENHEIMER MONEY MARKET FUND, INC. FINANCIAL HIGHLIGHTS -------------------------------------------------------------------------------- CLASS A YEAR ENDED JULY 31, 2007 2006 2005 2004 2003 --------------------------------------------------------------------------------------------------------------------------- PER SHARE OPERATING DATA --------------------------------------------------------------------------------------------------------------------------- Net asset value, beginning of period $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 --------------------------------------------------------------------------------------------------------------------------- Income from investment operations-- net investment income and net realized gain .05 1 .04 1 .02 1 -- 2 .01 --------------------------------------------------------------------------------------------------------------------------- Dividends and/or distributions to shareholders: Dividends from net investment income (.05) (.04) (.02) -- 2 (.01) Distributions from net realized gain -- 2 -- -- -- -- 2 ------------------------------------------------------------------------- Total dividends and/or distributions to shareholders (.05) (.04) (.02) -- 2 (.01) --------------------------------------------------------------------------------------------------------------------------- Net asset value, end of period $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 ========================================================================= --------------------------------------------------------------------------------------------------------------------------- TOTAL RETURN 3 4.87% 3.92% 1.80% 0.43% 0.84% --------------------------------------------------------------------------------------------------------------------------- --------------------------------------------------------------------------------------------------------------------------- RATIOS/SUPPLEMENTAL DATA --------------------------------------------------------------------------------------------------------------------------- Net assets, end of period (in thousands) $ 1,721,631 $ 1,596,820 $ 1,962,575 $ 1,797,049 $ 1,955,368 --------------------------------------------------------------------------------------------------------------------------- Average net assets (in thousands) $ 1,592,926 $ 1,885,665 $ 1,856,740 $ 1,808,266 $ 2,014,466 --------------------------------------------------------------------------------------------------------------------------- Ratios to average net assets: 4 Net investment income 4.76% 3.79% 1.78% 0.43% 0.83% Total expenses 0.65% 0.62% 0.65% 0.73% 0.72% Expenses after payments and waivers and/or reduction to custodian expenses 0.65% 0.62% 0.65% 0.72% 0.72% 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. SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS. 19 | OPPENHEIMER MONEY MARKET FUND, INC. FINANCIAL HIGHLIGHTS Continued -------------------------------------------------------------------------------- CLASS Y YEAR ENDED JULY 31, 2007 2006 2005 1 ------------------------------------------------------------------------------------------------ PER SHARE OPERATING DATA ------------------------------------------------------------------------------------------------ Net asset value, beginning of period $ 1.00 $ 1.00 $ 1.00 ------------------------------------------------------------------------------------------------ Income from investment operations-- net investment income and net realized gain 2 .05 .04 .02 ------------------------------------------------------------------------------------------------ Dividends and/or distributions to shareholders: Dividends from net investment income (.05) (.04) (.02) Distributions from net realized gain -- 3 -- -- ----------------------------------------- Total dividends and/or distributions to shareholders (.05) (.04) (.02) ------------------------------------------------------------------------------------------------ Net asset value, end of period $ 1.00 $ 1.00 $ 1.00 ========================================= ------------------------------------------------------------------------------------------------ TOTAL RETURN 4 5.08% 4.08% 1.85% ------------------------------------------------------------------------------------------------ ------------------------------------------------------------------------------------------------ RATIOS/SUPPLEMENTAL DATA ------------------------------------------------------------------------------------------------ Net assets, end of period (in thousands) $ 296,952 $ 1,007,940 $ 25,223 ------------------------------------------------------------------------------------------------ Average net assets (in thousands) $ 433,570 $ 347,670 $ 22,892 ------------------------------------------------------------------------------------------------ Ratios to average net assets: 5 Net investment income 4.97% 4.52% 2.05% Total expenses 0.43% 6 0.43% 7 0.52% 6 1. For the period from August 27, 2004 (inception of offering) to July 31, 2005. 2. Per share amounts calculated based on the average shares outstanding during the period. 3. Less than $0.005 per share. 4. Assumes an initial 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. 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. 5. Annualized for periods less than one full year. 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. 20 | OPPENHEIMER MONEY MARKET FUND, INC. NOTES TO FINANCIAL STATEMENTS -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- 1. SIGNIFICANT ACCOUNTING POLICIES Oppenheimer Money Market Fund, Inc. (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 the maximum current income that is consistent with stability of principal. The Fund's investment advisor is OppenheimerFunds, Inc. (the Manager). The Fund offers Class A and Class Y shares. Class A shares are sold at their offering price, which is the net asset value per share without any initial sales charge. Class Y shares are sold to certain institutional investors without a front-end sales charge. Both 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. The following is a summary of significant accounting policies consistently followed by the Fund. -------------------------------------------------------------------------------- SECURITIES VALUATION. As permitted under Rule 2a-7 of the Investment Company Act of 1940, portfolio securities are valued on the basis of amortized cost, which approximates market value. If amortized cost is determined not to approximate market value, the fair value of the portfolio securities will be determined under procedures approved by the Fund's Board of Trustees. -------------------------------------------------------------------------------- SECURITIES ON A WHEN-ISSUED BASIS OR FORWARD COMMITMENT. Delivery and payment for securities that have been purchased by the Fund on a when-issued basis or forward commitment take place generally at least ten days or more after the trade date. Normally the settlement date occurs within six months after the trade date; however, the Fund may, from time to time, purchase securities whose settlement date extends six months or more beyond trade date. During this period, such securities do not earn interest, are subject to market fluctuation and may increase or decrease in value prior to their delivery. The Fund maintains internally designated assets with a market value equal to or greater than the amount of its purchase commitments. The purchase of securities on a when-issued basis or forward commitment may increase the volatility of the Fund's net asset value to the extent the Fund executes such transactions while remaining substantially fully invested. The Fund may also sell securities that it purchased on a when-issued basis or forward commitment prior to settlement of the original purchase. As of July 31, 2007, the Fund had purchased $29,992,200 of securities issued on a when-issued basis or forward commitment. 21 | OPPENHEIMER MONEY MARKET FUND, INC. NOTES TO FINANCIAL STATEMENTS Continued -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- 1. SIGNIFICANT ACCOUNTING POLICIES Continued 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 to shareholders, therefore, no federal income or excise tax provision is required. The tax components of capital shown in the following table 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 for federal income tax purposes. UNDISTRIBUTED NET UNDISTRIBUTED ACCUMULATED LOSS INVESTMENT INCOME LONG-TERM GAIN CARRYFORWARD 1,2 ------------------------------------------------------- $ 2,564,169 $ -- $ -- 1. During the fiscal year ended July 31, 2007, the Fund did not utilize any capital loss carryforward. 2. During the fiscal year ended July 31, 2006, the Fund did not utilize any capital loss carryforward. The tax character of distributions paid during the years ended July 31, 2007 and July 31, 2006 was as follows: YEAR ENDED YEAR ENDED JULY 31, 2007 JULY 31, 2006 ------------------------------------------------------- Distributions paid from: Ordinary income $ 97,429,637 $ 87,298,284 -------------------------------------------------------------------------------- DIRECTORS' COMPENSATION. The Fund has adopted an unfunded retirement plan (the "Plan") for the Fund's independent directors. Benefits are based on years of service and fees paid to each director 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 directors as of the Freeze Date have each elected a distribution method with respect to their benefits under the Plan. During the year ended July 31, 2007, the Fund's projected benefit obligations were increased by $50,785 and payments of $68,631 were made to retired directors, resulting in an accumulated liability of $276,379 as of July 31, 2007. The Board of Directors has adopted a compensation deferral plan for independent directors that enables directors 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 Director under the plan, deferred amounts are treated as though 22 | OPPENHEIMER MONEY MARKET FUND, INC. equal dollar amounts had been invested in shares of the Fund or in other Oppenheimer funds selected by the Director. The Fund purchases shares of the funds selected for deferral by the Director 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 directors' 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 distributions, if any, are declared daily and paid monthly. Capital gain distributions, if any, are declared and paid annually but may be paid at other times to maintain the net asset value per share at $1.00. -------------------------------------------------------------------------------- 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 directors 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. 23 | OPPENHEIMER MONEY MARKET FUND, INC. NOTES TO FINANCIAL STATEMENTS Continued -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- 2. SHARES OF CAPITAL STOCK The Fund has authorized 7 billion shares of $.10 par value capital stock of each class. Transactions in shares of capital stock were as follows: YEAR ENDED JULY 31, 2007 YEAR ENDED JULY 31, 2006 SHARES AMOUNT SHARES AMOUNT ------------------------------------------------------------------------------------------------ CLASS A Sold 1,722,135,531 $ 1,722,136,111 2,183,702,008 $ 2,183,701,983 Dividends and/or distributions reinvested 72,988,897 72,988,897 69,915,708 69,915,708 Redeemed (1,670,302,390) (1,670,302,376) (2,619,350,286) (2,619,330,262) -------------------------------------------------------------------- Net increase (decrease) 124,822,038 $ 124,822,632 (365,732,570) $ (365,712,571) ==================================================================== ------------------------------------------------------------------------------------------------ CLASS Y Sold 553,220,043 $ 553,220,043 1,111,138,886 $ 1,111,138,886 Dividends and/or distributions reinvested 18,991,519 18,991,519 14,748,120 14,748,120 Redeemed (1,283,195,675) (1,283,195,675) (143,173,609) (143,173,609) -------------------------------------------------------------------- Net increase (decrease) (710,984,113) $ (710,984,113) 982,713,397 $ 982,713,397 ==================================================================== -------------------------------------------------------------------------------- 3. 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 -------------------------------------------------- Up to $500 million of net assets 0.450% Next $500 million of net assets 0.425 Next $500 million of net assets 0.400 Next $1.5 billion of net assets 0.375 Over $3 billion of net assets 0.350 -------------------------------------------------------------------------------- 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 July 31, 2007, the Fund paid $3,115,356 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. -------------------------------------------------------------------------------- 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 24 | OPPENHEIMER MONEY MARKET FUND, INC. CDSC retained by the Distributor on the redemption of shares is shown in the following table for the period indicated. CLASS A CONTINGENT DEFERRED SALES YEAR ENDED CHARGES RETAINED BY DISTRIBUTOR ----------------------------------------------------------- July 31, 2007 $ 52,456 -------------------------------------------------------------------------------- WAIVERS AND REIMBURSEMENTS OF EXPENSES. OFS has voluntarily agreed to limit transfer and shareholder servicing agent fees to 0.35% for Class A shares and 0.10% for Class Y shares of average annual net assets. This undertaking may be amended or withdrawn at any time. -------------------------------------------------------------------------------- 4. ILLIQUID SECURITIES As of July 31, 2007, investments in securities included issues that are illiquid. A security may 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 securities. Securities that are illiquid are marked with the applicable footnote on the Statement of Investments. -------------------------------------------------------------------------------- 5. RECENT ACCOUNTING PRONOUNCEMENTS 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 July 31, 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 July 31, 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. 25 | OPPENHEIMER MONEY MARKET FUND, INC.


                  Appendix A


      Description of Securities Ratings

Below is a description of the two highest rating  categories for Short Term Debt
and  Long   Term   Debt  by  the   "Nationally-Recognized   Statistical   Rating
Organizations" which the Manager evaluates in purchasing securities on behalf of
the Fund.  The ratings  descriptions  are based on  information  supplied by the
ratings organizations to subscribers.

   SHORT-TERM DEBT RATINGS.

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

The following  rating  designations  for commercial paper (defined by Moody's as
promissory  obligations not having original  maturity in excess of nine months),
are  judged by  Moody's  to be  investment  grade,  and  indicate  the  relative
repayment capacity of rated issuers:

Prime-1: Superior capacity for repayment. Capacity will normally be evidenced by
the following characteristics:  (a) leading market positions in well-established
industries;  (b)  high  rates of  return  on funds  employed;  (c)  conservative
capitalization  structure  with  moderate  reliance  on  debt  and  ample  asset
protection; (d) broad margins in earning coverage of fixed financial charges and
high internal cash  generation;  and (e)  well-established  access to a range of
financial markets and assured sources of alternate liquidity.

Prime-2: Strong capacity for repayment.  This will normally be evidenced by many
of the characteristics  cited above but to a lesser degree.  Earnings trends and
coverage ratios, while sound, will be more subject to variation.  Capitalization
characteristics,  while  still  appropriate,  may be more  affected  by external
conditions. Ample alternate liquidity is maintained.

     Moody's  ratings  for  state  and  municipal  short-term   obligations  are
designated  "Moody's  Investment  Grade"  ("MIG").  Short-term  notes which have
demand features may also be designated as "VMIG". These rating categories are as
follows:

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

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





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

The following  ratings by Standard and Poor's for  commercial  paper (defined by
Standard  and Poor's as debt  having an  original  maturity  of no more than 365
days) assess the likelihood of payment:

A-1: Obligation is rated in the highest category. The obligor's capacity to meet
its financial  commitment on the obligation is strong.  Within this category,  a
plus (+) sign designation indicates the obligor's capacity to meet its financial
obligation is extremely strong.

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

Standard and Poor's ratings for Municipal Notes due in three years or less:

SP-1:  Strong  capacity to pay principal and  interest.  An issue  determined to
possess a very strong capacity to pay debt service is given a (+) designation.

SP-2:   Satisfactory   capacity  to  pay  principal  and  interest,   with  some
vulnerability  to adverse  financial  and economic  changes over the term of the
notes.

Standard and Poor's  assigns "dual  ratings" to all  municipal  debt issues that
have a demand or double  feature as part of their  provisions.  The first rating
addresses the likelihood of repayment of principal and interest. as due, and the
second rating  addresses only the demand feature.  With short-term  demand debt,
Standard  and Poor's note  rating  symbols  are used with the  commercial  paper
symbols (for example, "SP-1+/A-1+").


   Fitch, Inc. ("Fitch")

Fitch  assigns the following  short-term  ratings to debt  obligations  that are
payable on demand or have  original  maturities  of generally up to three years,
including  commercial  paper,  certificates of deposit,  medium-term  notes, and
municipal and investment notes:

F1: Highest credit quality.  Strongest  capacity for timely payment of financial
commitments.  May have an added "+" to denote any  exceptionally  strong  credit
feature.

F2: Good credit quality. A satisfactory capacity for timely payment of financial
commitments,  but the  margin of safety is not as great as in the case of higher
ratings.





   Dominion  Bond  Rating  Service  Limited
   ("DBRS")

R-1:  Short term debt rated "R-1 (high)" is of the highest credit  quality,  and
indicates  an entity  which  possesses  unquestioned  ability  to repay  current
liabilities as they fall due.  Entities rated in this category normally maintain
strong liquidity positions,  conservative debt levels and profitability which is
both stable and above  average.  Companies  achieving an "R-1 (high)" rating are
normally  leaders in  structurally  sound  industry  segments  with proven track
records,  sustainable  positive  future  results and no  substantial  qualifying
negative   factors.   Given  the  extremely  tough  definition  which  DBRS  has
established for an "R-1 (high)",  few entities are strong enough to achieve this
rating.  Short term debt rated "R-1 (middle)" is of superior credit quality and,
in most cases, ratings in this category differ from "R-1 (high)" credits to only
a small degree. Given the extremely tough definition which DBRS has for the "R-1
(high)" category (which few companies are able to achieve),  entities rated "R-1
(middle)" are also  considered  strong credits which  typically  exemplify above
average strength in key areas of consideration  for debt protection.  Short term
debt rated "R-1 (low)" is of satisfactory  credit quality.  The overall strength
and outlook for key liquidity,  debt and profitability ratios is not normally as
favorable as with higher rating categories,  but these  considerations are still
respectable.   Any  qualifying  negative  factors  which  exist  are  considered
manageable, and the entity is normally of sufficient size to have some influence
in its industry.

R-2:  Short term debt rated "R-2" is of adequate  credit  quality and within the
three subset grades (high,  middle,  low),  debt  protection  ranges from having
reasonable ability for timely repayment to a level which is considered only just
adequate.  The liquidity and debt ratios of entities in the "R-2" classification
are not as strong as those in the "R-1" category,  and the past and future trend
may suggest some risk of maintaining  the strength of key ratios in these areas.
Alternative sources of liquidity support are considered  satisfactory;  however,
even the  strongest  liquidity  support  will not improve the  commercial  paper
rating of the issuer.  The size of the entity may restrict its flexibility,  and
its  relative  position in the  industry is not  typically as strong as the "R-1
credit".  Profitability trends, past and future, may be less favorable, earnings
not as stable,  and there are often negative  qualifying  factors  present which
could also make the entity more  vulnerable to adverse  changes in financial and
economic conditions.

   LONG TERM DEBT RATINGS.

These ratings are relevant for securities purchased by the Fund with a remaining
maturity of 397 days or less, or for rating issuers of short-term obligations.

   Moody's

Bonds (including municipal bonds) are rated as follows:

Aaa: Judged to be the best quality. They carry the smallest degree of investment
risk and are  generally  referred  to as "gilt  edged."  Interest  payments  are
protected  by a large or by an  exceptionally  stable  margin and  principal  is
secure.  While the various protective elements are likely to change, the changes
that can be  expected  are most  unlikely  to impair  the  fundamentally  strong
position of such  issues.  Aa:  Judged to be of high  quality by all  standards.
Together  with the  "Aaa"  group,  they  comprise  what are  generally  known as
high-grade  bonds.  They are rated lower than the best bonds because  margins of
protection  may not be as large  as with  "Aaa"  securities  or  fluctuation  of
protective  elements may be of greater  amplitude or there may be other elements
present which make the long-term risk appear  somewhat larger than that of "Aaa"
securities.

     Moody's  applies  numerical  modifiers  "1", "2" and "3" in its "Aa" rating
classification.  The modifier "1"  indicates  that the  obligation  ranks in the
higher  end of its  generic  rating  category;  the  modifier  "2"  indicates  a
mid-range ranking;  and the modifier "3" indicates a ranking in the lower end of
that generic rating category.


   Standard and Poor's

Bonds  (including  municipal  bonds  maturing  beyond  three years) are rated as
follows:

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

AA:  Bonds rated "AA" differ from the highest  rated  obligations  only in small
degree. A strong capacity to meet its financial  commitment on the obligation is
very strong.


   Fitch

AAA:  Highest Credit  Quality.  "AAA" ratings  denote the lowest  expectation of
credit risk. They are assigned only in the case of exceptionally strong capacity
for timely payment of financial commitments. This capacity is highly unlikely to
be adversely affected by foreseeable events.

AA: Very High Credit  Quality.  "AA" ratings  denote a very low  expectation  of
credit  risk.  They  indicate  a very  strong  capacity  for  timely  payment of
financial  commitments.   This  capacity  is  not  significantly  vulnerable  to
foreseeable events.

Because  bonds  rated in the "AAA"  and "AA"  categories  are not  significantly
vulnerable to foreseeable future developments,  short-term debt of these issuers
is generally rated "F-1+".














     Appendix BOppenheimerFunds 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 or Class C
shares  may be  waived.(2)  That is because of the  economies  of sales  efforts
realized by OppenheimerFunds Distributor, Inc., (referred to in this document as
the  "Distributor"),  or by dealers or other financial  institutions  that offer
those  shares to certain  classes of  investors.  Not all  waivers  apply to all
funds.

For 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 Oppenheimer  Rochester National  Municipals and
Rochester  Fund  Municipals)  of the  beginning of the  calendar  month of their
purchase, as described in the Prospectus (unless a waiver described elsewhere in
this Appendix  applies to the  redemption).  Additionally,  on shares  purchased
under these  waivers that are subject to the Class A contingent  deferred  sales
charge,  the  Distributor  will pay the applicable  concession  described in the
Prospectus  under "Class A Contingent  Deferred  Sales  Charge."(5)  This waiver
provision applies to:

     |_|  Purchases of Class A shares aggregating $1 million or more.

     |_|  Purchases of Class A shares by a Retirement Plan that was permitted to
          purchase  such shares at net asset  value but subject to a  contingent
          deferred  sales charge  prior to March 1, 2001.  That  included  plans
          (other than IRA or 403(b)(7)  Custodial  Plans) that: 1) bought shares
          costing  $500,000 or more,  2) had at the time of purchase 100 or more
          eligible  employees  or total plan assets of  $500,000 or more,  or 3)
          certified  to the  Distributor  that it  projects  to have annual plan
          purchases of $200,000 or more.

     |_|  Purchases  by  an  OppenheimerFunds-sponsored  Rollover  IRA,  if  the
          purchases  are made: 1) through a broker,  dealer,  bank or registered
          investment  adviser  that  has  made  special  arrangements  with  the
          Distributor  for  those  purchases,  or 2) by a direct  rollover  of a
          distribution from a qualified  Retirement Plan if the administrator of
          that Plan has made special arrangements with the Distributor for those
          purchases.

   |_|   Purchases of Class A shares by
            Retirement Plans that have any
            of the following
            record-keeping arrangements:

          1) The record  keeping is  performed by Merrill  Lynch  Pierce  Fenner
          &amp; Smith, Inc. ("Merrill Lynch") on a daily valuation basis for the
          Retirement Plan. On the date the plan sponsor signs the record-keeping
          service agreement with Merrill Lynch, the Plan must have $3 million or
          more of its  assets  invested  in (a) mutual  funds,  other than those
          advised  or  managed  by Merrill  Lynch  Investment  Management,  L.P.
          ("MLIM"),  that are made available under a Service  Agreement  between
          Merrill  Lynch  and  the  mutual  fund's   principal   underwriter  or
          distributor,  and (b) funds  advised  or  managed  by MLIM (the  funds
          described in (a) and (b) are referred to as "Applicable Investments").

          2) The record keeping for the Retirement  Plan is performed on a daily
          valuation basis by a record keeper whose services are provided under a
          contract or arrangement between the Retirement Plan and Merrill Lynch.
          On the  date  the  plan  sponsor  signs  the  record  keeping  service
          agreement with Merrill Lynch, the Plan must have $5 million or more of
          its assets  (excluding assets invested in money market funds) invested
          in Applicable Investments.

          3) The record keeping for a Retirement Plan is handled under a service
          agreement  with Merrill  Lynch and on the date the plan sponsor  signs
          that  agreement,  the  Plan  has 500 or more  eligible  employees  (as
          determined by the Merrill Lynch plan conversion manager). II.






Waivers    of    Class    A    Sales     Charges    of     Oppenheimer     Funds
----------------------------------------

A.  Waivers of  Initial  and  Contingent  Deferred  Sales  Charges  for  Certain
Purchasers.

Class A shares purchased by the following investors are not subject to any Class
A sales  charges  (and  no  concessions  are  paid  by the  Distributor  on such
purchases):

     |_|  The Manager or its affiliates.

     |_|  Present or former  officers,  directors,  trustees and employees  (and
          their  "immediate   families")  of  the  Fund,  the  Manager  and  its
          affiliates,  and  retirement  plans  established  by  them  for  their
          employees.  The  term  "immediate  family"  refers  to  one's  spouse,
          children,   grandchildren,   grandparents,   parents,  parents-in-law,
          brothers and sisters, sons- and daughters-in-law,  a sibling's spouse,
          a spouse's siblings,  aunts, uncles, nieces and nephews;  relatives by
          virtue  of  a  remarriage  (step-children,   step-parents,  etc.)  are
          included.

     |_|  Registered management  investment  companies,  or separate accounts of
          insurance  companies  having  an  agreement  with the  Manager  or the
          Distributor for that purpose.

     |_|  Dealers or brokers that have a sales  agreement with the  Distributor,
          if they purchase shares for their own accounts or for retirement plans
          for their employees.

     |_|  Employees  and  registered  representatives  (and  their  spouses)  of
          dealers or brokers described above or financial institutions that have
          entered  into sales  arrangements  with such  dealers or brokers  (and
          which  are  identified  as  such  to  the  Distributor)  or  with  the
          Distributor. The purchaser must certify to the Distributor at the time
          of purchase that the purchase is for the  purchaser's  own account (or
          for the benefit of such employee's spouse or minor children).

     |_|  Dealers,  brokers,  banks or registered  investment advisers that have
          entered into an agreement with the Distributor providing  specifically
          for the use of shares of the Fund in  particular  investment  products
          made  available  to their  clients.  Those  clients  may be  charged a
          transaction  fee by their  dealer,  broker,  bank or  advisor  for the
          purchase or sale of Fund shares.

     |_|  Investment  advisers and  financial  planners who have entered into an
          agreement  for this  purpose  with the  Distributor  and who charge an
          advisory,  consulting  or other fee for their  services and buy shares
          for their own accounts or the accounts of their clients.

     |_|  "Rabbi  trusts"  that  buy  shares  for  their  own  accounts,  if the
          purchases  are  made  through  a broker  or  agent or other  financial
          intermediary  that has made special  arrangements with the Distributor
          for those purchases.

     |_|  Clients  of  investment  advisers  or  financial  planners  (that have
          entered into an agreement for this purpose with the  Distributor)  who
          buy shares for their own accounts  may also  purchase  shares  without
          sales charge but only if their accounts are linked to a master account
          of their  investment  adviser  or  financial  planner on the books and
          records of the broker, agent or financial  intermediary with which the
          Distributor  has  made  such  special  arrangements  . Each  of  these
          investors  may be  charged  a fee by the  broker,  agent or  financial
          intermediary for purchasing shares.

     |_|  Directors, trustees, officers or full-time employees of OpCap Advisors
          or its  affiliates,  their  relatives  or any trust,  pension,  profit
          sharing or other benefit plan which beneficially owns shares for those
          persons.

     |_|  Accounts  for which  Oppenheimer  Capital  (or its  successor)  is the
          investment   adviser  (the   Distributor   must  be  advised  of  this
          arrangement)  and persons who are directors or trustees of the company
          or trust which is the beneficial owner of such accounts.

     |_|  A unit investment trust that has entered into an appropriate agreement
          with the Distributor.

     |_|  Dealers,  brokers,  banks, or registered investment advisers that have
          entered  into an  agreement  with the  Distributor  to sell  shares to
          defined  contribution  employee retirement plans for which the dealer,
          broker or investment adviser provides administration services.

     |_|  Retirement  Plans and deferred  compensation  plans and trusts used to
          fund those plans (including,  for example,  plans qualified or created
          under sections 401(a),  401(k),  403(b) or 457 of the Internal Revenue
          Code),  in each  case if those  purchases  are made  through a broker,
          agent  or  other   financial   intermediary   that  has  made  special
          arrangements with the Distributor for those purchases.

     |_|  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  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
          shareholders of Oppenheimer Strategic Income Fund.


B.  Waivers of the Class A Initial  and  Contingent  Deferred  Sales  Charges in
Certain Transactions.

     1.   Class A shares issued or purchased in the following  transactions  are
          not  subject  to sales  charges  (and no  concessions  are paid by the
          Distributor on such purchases):

     |_|  Shares  issued  in plans of  reorganization,  such as  mergers,  asset
          acquisitions and exchange offers, to which the Fund is a party.

     |_|  Shares   purchased   by  the   reinvestment   of  dividends  or  other
          distributions  reinvested from the Fund or other  Oppenheimer funds or
          unit investment trusts for which  reinvestment  arrangements have been
          made with the Distributor.

     |_|  Shares  purchased  by  certain  Retirement  Plans  that  are part of a
          retirement  plan  or  platform   offered  by  banks,   broker-dealers,
          financial   advisors   or   insurance   companies,   or   serviced  by
          recordkeepers.

     |_|  Shares   purchased  by  the  reinvestment  of  loan  repayments  by  a
          participant in a Retirement Plan for which the Manager or an affiliate
          acts as sponsor.

     |_|  Shares purchased in amounts of less than $5.

     2.   Class A shares issued and purchased in the following  transactions are
          not subject to sales  charges (a dealer  concession at the annual rate
          of 0.25% is paid by the Distributor on purchases made within the first
          6 months of plan  establishment):  |_|  Retirement  Plans that have $5
          million or more in plan  assets.  |_|  Retirement  Plans with a single
          plan sponsor that have $5 million or more in aggregate assets invested
          in Oppenheimer funds.

C.  Waivers  of the  Class  A  Contingent  Deferred  Sales  Charge  for  Certain
Redemptions.

     The Class A contingent  deferred sales charge is also waived if shares that
     would  otherwise  be subject to the  contingent  deferred  sales charge are
     redeemed in the following cases:

     |_|  To make Automatic  Withdrawal Plan payments that are limited  annually
          to no more than 12% of the account value adjusted annually.

     |_|  Involuntary  redemptions  of shares by operation of law or involuntary
          redemptions of small accounts  (please refer to  "Shareholder  Account
          Rules and Policies," in the applicable fund Prospectus).

     |_|  For distributions from Retirement Plans,  deferred  compensation plans
          or other employee benefit plans for any of the following purposes:

     1)   Following the death or disability (as defined in the Internal  Revenue
          Code) of the participant or beneficiary.  The death or disability must
          occur after the participant's account was established.

     2)   To return excess contributions.

     3)   To return contributions made due to a mistake of fact.

     4)   Hardship withdrawals, as defined in the plan.

     5)   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.

     10)  Participant-directed  redemptions to purchase  shares of a mutual fund
          (other  than a fund  managed  by the  Manager or a  subsidiary  of the
          Manager)  if  the  plan  has  made  special   arrangements   with  the
          Distributor.

     11)  Plan  termination  or  "in-service  distributions,"  if the redemption
          proceeds  are rolled over  directly  to an  OppenheimerFunds-sponsored
          IRA.

     |_|  For distributions  from 401(k) plans sponsored by broker-dealers  that
          have entered into a special  agreement with the  Distributor  allowing
          this waiver.

     |_|  For distributions  from retirement plans that have $10 million or more
          in plan assets and that have entered into a special agreement with the
          Distributor.

     |_|  For distributions from retirement plans which are part of a retirement
          plan  product or platform  offered by certain  banks,  broker-dealers,
          financial  advisors,  insurance companies or record keepers which have
          entered into a special agreement with the Distributor.

III. Waivers of Class B, Class C and Class N Sales Charges of Oppenheimer  Funds
-------------------------------------------

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

A. Waivers for Redemptions in Certain Cases.

The Class B,  Class C and Class N  contingent  deferred  sales  charges  will be
waived for redemptions of shares in the following cases:

     |_|  Shares redeemed  involuntarily,  as described in "Shareholder  Account
          Rules and Policies," in the applicable Prospectus.

     |_|  Redemptions  from accounts other than  Retirement  Plans following the
          death or disability of the last  surviving  shareholder.  The death or
          disability must have occurred after the account was  established,  and
          for  disability  you  must  provide  evidence  of a  determination  of
          disability by the Social Security Administration.

     |_|  The  contingent  deferred  sales  charges  are  generally  not  waived
          following  the death or disability of a grantor or trustee for a trust
          account.  The contingent deferred sales charges will only be waived in
          the  limited  case of the death of the  trustee of a grantor  trust or
          revocable  living  trust  for  which  the  trustee  is also  the  sole
          beneficiary.  The death or  disability  must have  occurred  after the
          account was established,  and for disability you must provide evidence
          of a determination  of disability (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.

     |_|  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.

          5)   To  make  distributions   required  under  a  Qualified  Domestic
               Relations  Order  or,  in  the  case  of an  IRA,  a  divorce  or
               separation  agreement  described in Section 71(b) of the Internal
               Revenue Code.

          6)   To meet the minimum  distribution  requirements  of the  Internal
               Revenue Code.

          7)   To make  "substantially  equal periodic payments" as described in
               Section 72(t) of the Internal Revenue Code.

          8)   For loans to participants or beneficiaries.

          9)   On account of the participant's separation from service.

          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  formeConcessi  Initial  Sales Charge as a % of Net
Amount Invested Quest for Value Funds.  Those funds include:  Oppenheimer Rising
Dividends Fund, Inc.  Oppenheimer  Small- &amp; Mid- Cap Value Fund  Oppenheimer
Quest Balanced Fund Oppenheimer Quest International Value Fund, Inc.

Oppenheimer Quest Opportunity Value Fund

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

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

     All of the funds  listed  above are  referred  to in this  Appendix  as the
"Former Quest for Value Funds." The waivers of initial and  contingent  deferred
sales charges  described in this Appendix apply to shares of an Oppenheimer fund
that are either:

     |_|  acquired by such  shareholder  pursuant to an exchange of shares of an
          Oppenheimer fund that was one of the Former Quest for Value Funds, or

     |_|  purchased  by such  shareholder  by  exchange  of  shares  of  another
          Oppenheimer  fund that were acquired  pursuant to the merger of any of
          the Former Quest for Value Funds into that other  Oppenheimer  fund on
          November 24, 1995.

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.

                                            oniasa% oflOfferinge
   Number of Eligible Employees or Members  Price                Price % of Offering
                      ----------------------------------------------------------
--------------------------------------------------------------------------------
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 advisers that had entered
         into an agreement with the Distributor or the prior distributor of
         the Fund specifically providing for the use of Class M shares of the
         Fund in specific investment products made available to their
         clients, and
|_|   dealers, brokers or registered investment advisers that had entered
         into an agreement with the Distributor or prior distributor of the
         Fund's shares to sell shares to defined contribution employee
         retirement plans for which the dealer, broker, or investment adviser
         provides administrative services.









------------------------------------------------------------------------------
Oppenheimer Money Market Fund, Inc.
------------------------------------------------------------------------------

Internet Website:
www.oppenheimerfunds.com

Investment Advisor
OppenheimerFunds, Inc.
Two World Financial Center
225 Liberty Street, 11th Floor
New York, New York 10281-1008

Distributor
OppenheimerFunds Distributor, Inc.
Two World Financial Center
225 Liberty Street, 11th Floor
New York, New York 10281-1008

Transfer Agent
OppenheimerFunds Services
P.O. Box 5270
Denver, Colorado 80217
1.800.CALL OPP (1.800.225.5677)

Custodian Bank
Citibank, N.A.
399 Park Avenue
New York, New York 10043

Independent Registered Independent Public Accounting Firm
KPMG LLP
707 Seventeenth Street
Suite 2700
Denver, Colorado 80202



Legal Counsel

Mayer Brown LLP
1675 Broadway
New York, New York 10019


PX0200.001.1107




   (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 MONEY MARKET FUND, INC.

                                         FORM N-1A

                                           PART C

                                     OTHER INFORMATION

Item 23. Exhibits

(a)   (i)   Articles  of  Incorporation  dated  December  13,  1973:  Previously  filed with
Registrants  Registration  Statement on Form S-5, refiled with  Registrant's  Post-Effective
Amendment No. 54 (4/27/95)  pursuant to Item 102 of Regulation S-T, and incorporated  herein
by reference.

      (ii)  Articles  of  Amendment  of  Articles of  Incorporation  dated  April 10,  1974:
Previously filed with Registrants  Post-Effective  Amendment No. 3, (4/28/88),  refiled with
Registrant's  Post-Effective  Amendment No. 54 (4/27/95)  pursuant to Item 102 of Regulation
S-T, and incorporated herein by reference.

      (iii) Articles  of  Amendment  of  Articles  of  Incorporation  dated  July  9,  1975:
Previously filed with Registrants  Post-Effective Amendment No. 9, refiled with Registrant's
Post-Effective  Amendment  No. 54  (4/27/95)  pursuant to Item 102 of  Regulation  S-T,  and
incorporated herein by reference.

      (iv)  Articles of  Amendment  of Articles of  Incorporation  dated  December 13, 1979:
Previously filed with Registrants  Post-Effective Amendment No. 42, (4/28/88),  refiled with
Registrant's  Post-Effective  Amendment No. 54 (4/27/95)  pursuant to Item 102 of Regulation
S-T, and incorporated herein by reference.

      (v)   Articles  of  Amendment  of  Articles  of  Incorporation  dated  May  22,  1980:
Previously filed with Registrants  Post-Effective Amendment No. 42, (4/28/88),  refiled with
Registrant's  Post-Effective  Amendment No. 54 (4/27/95)  pursuant to Item 102 of Regulation
S-T, and incorporated herein by reference.

      (vi)  Articles  of  Amendment  of  Articles  of  Incorporation  dated  June 16,  1980:
Previously filed with Registrants  Post-Effective Amendment No. 42, (4/28/88),  refiled with
Registrant's  Post-Effective  Amendment No. 54 (4/27/95)  pursuant to Item 102 of Regulation
S-T, and incorporated herein by reference.

      (vii) Articles  of  Amendment  of  Articles  of  Incorporation  dated  July  2,  1981:
Previously   filed  with   Registrants   Post-Effective   Amendment  No.  26,  refiled  with
Registrant's  Post-Effective  Amendment No. 54 (4/27/95)  pursuant to Item 102 of Regulation
S-T, and incorporated herein by reference.

      (viii)      Articles of  Amendment  of Articles of  Incorporation  dated  February 23,
1982:  Previously  filed with  Registrants  Post-Effective  Amendment  No. 27,  refiled with
Registrant's  Post-Effective  Amendment No. 54 (4/27/95)  pursuant to Item 102 of Regulation
S-T, and incorporated herein by reference.

      (ix)  Articles of  Amendment  of  Articles of  Incorporation  dated  August 30,  1982:
Previously filed with Registrants  Post-Effective Amendment No. 42, (4/28/88),  refiled with
Registrant's  Post-Effective  Amendment No. 54 (4/27/95)  pursuant to Item 102 of Regulation
S-T, and incorporated herein by reference.

(b)   Amended and Restated  By-Laws dated April 11, 2002:  Previously filed with Registrants
Post-Effective Amendment No. 64, (7/19/02), and incorporated herein by reference.


      (i) Amendment No. 1 to Amended and Restated By-Laws dated August 11, 2005:  Previously
filed  with  Post-Effective   Amendment  No.  70,  (9/26/06),  and  incorporated  herein  by
reference..


(c)   Specimen  Share  Certificate:   Previously  filed  with  Registrant's   Post-Effective
Amendment No. 63, (11/27/01), and incorporated herein by reference.

(d)   Amended  and  Restated   Investment   Advisory  Agreement  dated  December  12,  2002:
Previously  filed  with  Registrant's   Post-Effective   Amendment  No.  66  (9/22/03),  and
incorporated herein by reference.

(e)   (i)   General  Distributor's  Agreement dated December 10, 1992: Previously filed with
Registrant's   Post-Effective   Amendment  No.  50  (4/22/93),   refiled  with  Registrant's
Post-Effective  Amendment  No.  54  (4/27/95)  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 Custodial  Services Agreement dated July 15, 2003, as amended September 13,
2006, between Registrant and Citibank,  N.A.: Previously filed with Post-Effective Amendment
No. 27 to the  Registration of Oppenheimer  California  Municipal Fund (Reg. No.  33-23566),
9/26/06, and incorporated herein by reference.


      (ii) Amended and Restated  Foreign  Custody  Manager  Agreement  dated May 31, 2001 as
amended  July  15,  2003:  Previously  filed  with  Pre-Effective  Amendment  No.  1 to  the
Registration  Statement  of  Oppenheimer   International  Large-Cap  Core  Trust  (Reg.  No.
333-106014), 8/5/03, and incorporated herein by reference.


(h)   Not applicable.

(i)   Opinion  and  Consent  of Counsel  dated  February  28,  1974:  Previously  filed with
Registrant's Registration Statement,  refiled with Registrant's Post-Effective Amendment No.
54, (4/27/95) pursuant to Item 102 of Regulation S-T and incorporated herein by reference.

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

(k)   Not applicable.

(l)   Not applicable.

(m)   Not applicable.


(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)   (i)   Powers of Attorney for all  Trustees/Directors and Brian Wixted dated August 16,
2007: Previously filed with the 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)   Not applicable [the Registrant is a Money Market Fund].

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  Articles  of
Amendment  of  Articles  of  Incorporation  filed  as  Exhibit  23(a)  to this  Registration
Statement, and incorporated herein by reference.

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

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

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

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

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
Assistant 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
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Laura 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,          Formerly  Associate at Dechert LLP (September  2000
Vice President & Assistant  - December 2005).
Counsel
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Venkat Eleswarapu,          Formerly  Associate  Professor  of Finance at Texas
Vice President              Tech University (July 2005 - December 2005).
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
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
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
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
Assistant 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
Assistant 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
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
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
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
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,        Formerly  self-employed as a securities  consultant
Vice President              (January 2004 - December 2005).

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

Trudi McKenna,              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
Assistant 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
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
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
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

Jake Vogelaar,              None
Assistant Vice President

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Phillip F. Vottiero,        None
Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Lisa Walsh,                 None
Assistant 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 Enterprise 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 Growth 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 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 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 B of
this  Registration  Statement and listed in Item 26(b) above (except  Panorama  Series Fund,
Inc.) and for MassMutual Select 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
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
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

----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Hillary Eigen(2)                 Assistant 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
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Bradley Finkle(2)                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
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
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

----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Christina J. Keller(2)           Vice President           None
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Michael Keogh(2)                 Vice President           None
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------

Brian Kiley(2)                   Vice President           None

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

Lisa Klassen(1)                  Vice President           None

----------------------------------------------------------------------------------
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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
----------------------------------------------------------------------------------
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Eric Kristenson(2)               Vice President           None
----------------------------------------------------------------------------------
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David T. Kuzia                   Vice President           None
10258 S. Dowling Way
Highlands Ranch, CO 80126
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Tracey Lange(2)                  Vice President           None
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------

Jesse Levitt(2)                  Assistant Vice President None

----------------------------------------------------------------------------------
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Eric J. Liberman                 Vice President           None
27 Tappan Ave., Unit West
Sleepy Hollow, NY 10591
----------------------------------------------------------------------------------
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Malissa Lischin(2)               Assistant Vice President None
----------------------------------------------------------------------------------
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Christina Loftus(2)              Vice President           None

----------------------------------------------------------------------------------
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Thomas Loncar                    Vice President           None
1401 North Taft Street, Apt. 726
Arlington, VA 22201
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Craig Lyman                      Vice President           None
7425 Eggshell Drive
N. Las Vegas, NV 89084
----------------------------------------------------------------------------------
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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
----------------------------------------------------------------------------------
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Todd A. Marion                   Vice President           None
24 Midland Avenue
Cold Spring Harbor, NY 11724
----------------------------------------------------------------------------------
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LuAnn Mascia(2)                  Vice President           None
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------

Michael McDonald                 Vice President           None

----------------------------------------------------------------------------------
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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
----------------------------------------------------------------------------------
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Brian F. Medina                  Vice President           None
3009 Irving Street
Denver, CO 80211
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------

William Meerman                  Vice President           None

----------------------------------------------------------------------------------
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Daniel Melehan                   Vice President           None
906 Bridgeport Court
San Marcos, CA 92069
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------

Saul Mendoza                     Vice President           None

----------------------------------------------------------------------------------
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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
----------------------------------------------------------------------------------
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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
----------------------------------------------------------------------------------
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Matthew Mulcahy(2)               Vice President           None

----------------------------------------------------------------------------------
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Wendy Jean Murray                Vice President           None
32 Carolin Road
Upper Montclair, NJ 07043
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
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
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
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
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------

Rachel Powers                    Vice President           None

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

Nicole Pretzel                   Vice President           None

----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Elaine M. Puleo-Carter(2)        Senior Vice President    None
----------------------------------------------------------------------------------
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Minnie Ra                        Vice President           None
100 Dolores Street, #203
Carmel, CA 93923
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Dusting Raring                   Vice President           None
27 Blakemore Drive
Ladera Ranch, CA 92797
----------------------------------------------------------------------------------
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Michael A. Raso                  Vice President           None
3 Vine Place
Larchmont, NY 10538
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
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
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
William K. Tai                   Vice President           None
12701 Prairie Drive
Urbandale, IA 50323
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
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 Chief  Vice President and
                                Compliance Officer        Chief Compliance
                                                          Officer
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Vincent Vermete(2)              Vice President            None
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------

Darren Walsh(1)                  Executive 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.

Item 29. Management Services

Not applicable

Item 30. Undertakings

Not applicable.






                                         SIGNATURES


Pursuant to the  requirements  of the Securities Act of 1933 and the Investment  Company Act
of 1940, the Registrant  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 9th day of
November, 2007.


                                    OPPENHEIMER MONEY MARKET FUND, INC.

                                    By: /s/ John V. Murphy*
                                    ----------------------------------------------
                                    John V. Murphy, President,
                                    Principal Executive Officer & Director

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
---------------------------  Board of Directors         November 9, 2007
Brian F. Wruble



John V. Murphy*              President, Principal

--------------------------   Executive Officer          November 9, 2007
John V. Murphy               & Director

Brian W. Wixted*             Treasurer, Principal       November 9, 2007
-------------------------    Financial and
Brian W. Wixted              Accounting Officer

David K. Downes*             Director                     November 9, 2007
--------------------
David K. Downes

Matthew P. Fink*             Director                     November 9, 2007

--------------------
Matthew P. Fink



Robert G. Galli*             Director                   November 9, 2007

--------------------
Robert G. Galli


Phillip A. Griffiths*        Director                   November 9, 2007

----------------------
Phillip A. Griffiths


Mary F. Miller*              Director                   November 9, 2007

--------------------------------------------------------------------------------------------
Mary F. Miller


Joel W. Motley*              Director                   November 9, 2007

--------------------
Joel W. Motley



Russell S. Reynolds, Jr.*    Director                   November 9, 2007

----------------------------
Russell S. Reynolds, Jr.


Joseph M. Wikler*            Director                   November 9, 2007

----------------------------
Joseph M. Wikler


Peter I. Wold*               Director                   November 9, 2007

----------------------------
Peter I. Wold


*By: /s/Kathleen T. Ives
    -----------------------------------------
    Kathleen T. Ives, Attorney-in-Fact






                            OPPENHEIMER MONEY MARKET FUND, INC.


                              Post-Effective Amendment No. 71


                             Registration Statement No. 2-49887

                                       EXHIBIT INDEX

Exhibit No.       Description



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