NY MUNICIPAL FUND SAI- 497

EX-99 3 sai360feb02497.htm NY MUNI - SAI 497 NY MUNICIPAL FUND SAI- 497

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Oppenheimer New York Municipal Fund
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6803 South Tucson Way, Englewood, Colorado 80112
1-800-525-7048


Statement of Additional Information dated January 28, 2002

         This Statement of Additional  Information is not a Prospectus.  This document  contains  additional  information
about the Fund and  supplements  information  in the  Prospectus  dated January 28, 2002. It should be read together with
the Prospectus,  which may be obtained by writing to the Fund's Transfer Agent,  OppenheimerFunds  Services,  at P.O. Box
5270,  Denver,  Colorado 80217 or by calling the Transfer Agent at the toll-free  number shown above or by downloading it
from the OppenheimerFunds Internet website at www.oppenheimerfunds.com.


Contents
                                                                                                               Page

About the Fund
Additional Information About the Fund's Investment Policies and Risks.............................................2
       The Fund's Investment Policies.............................................................................2
       Municipal Securities.......................................................................................3
       Other Investment Techniques and Strategies................................................................15
       Investment Restrictions...................................................................................26

How the Fund is Managed..........................................................................................28
       Organization and History..................................................................................28
       Trustees and Officers of the Fund.........................................................................29
       The Manager ..............................................................................................35

Brokerage Policies of the Fund...................................................................................36
Distribution and Service Plans...................................................................................38
Performance of the Fund..........................................................................................41

About Your Account

How To Buy Shares................................................................................................47
How To Sell Shares.................................................................................................54
How to Exchange Shares...........................................................................................59
Dividends and Taxes..............................................................................................61
Additional Information About the Fund............................................................................64


Financial Information About the Fund

Independent Auditors' Report.....................................................................................65
Financial Statements ............................................................................................66


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

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A B O U T T H E F U N D
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Additional Information About the Fund's Investment Policies and Risks

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

The Fund's Investment Policies. The composition of the Fund's portfolio and the techniques and strategies that the
Fund's Manager can use in selecting portfolio securities will vary over time. The Fund is not required to use all of
the investment techniques and strategies described below in seeking its goal. It can use some of the special investment
techniques and strategies at some times or not at all.The Fund does not make investments with the objective of seeking
capital growth. However, the values of the securities held by the Fund may be affected by changes in general interest
rates and other factors prior to their maturity. 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 will
normally fall in value. Conversely, should interest rates decrease after a security is purchased, normally its value
will rise.

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

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

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

The Fund ordinarily does not trade securities to achieve capital gains, because they would not be tax-exempt
income. To a limited degree, the Fund may engage in short-term trading to attempt to take advantage of short-term
market variations. It may also do so to dispose of a portfolio security prior to its maturity. That might be done if,
on the basis of a revised credit evaluation of the issuer or other considerations, the Manager believes such
disposition is advisable or the Fund needs to generate cash to satisfy requests to redeem Fund shares. In those cases,
the Fund may realize a capital gain or loss on its investments. The Fund's annual portfolio turnover rate normally is
not expected to exceed 50%.

Municipal Securities. The types of municipal securities in which the Fund may invest are described in the Prospectus
under "About the Fund's Investments." Municipal securities are generally classified as general obligation bonds,
revenue bonds and notes. A discussion of the general characteristics of these principal types of municipal securities
follows below.

|X| Municipal Bonds. We have classified longer term municipal securities as "municipal bonds." The principal
classifications of long-term municipal bonds are "general obligation" and "revenue" (including "industrial
development") bonds. They may have fixed, variable or floating rates of interest, as described below.

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

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

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

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

|_| Industrial Development Bonds. Industrial development bonds are considered municipal bonds if the
interest paid is exempt from federal income tax. They are issued by or on behalf of public authorities to raise money
to finance various privately operated facilities for business and manufacturing, housing, sports, and pollution
control. These bonds may also be used to finance public facilities such as airports, mass transit systems, ports, and
parking. The payment of the principal and interest on such bonds is dependent solely on the ability of the facility's
user to meet its financial obligations and the pledge, if any, of real and personal property financed by the bond as
security for those payments.

|_| Private Activity Municipal Securities. The Tax Reform Act of 1986 (the "Tax Reform Act") reorganized,
as well as amended, the rules governing tax exemption for interest on certain types of municipal securities. The Tax
Reform Act generally did not change the tax treatment of bonds issued in order to finance governmental operations.
Thus, interest on general obligation bonds issued by or on behalf of state or local governments, the proceeds of which
are used to finance the operations of such governments, continues to be tax-exempt. However, the Tax Reform Act
limited the use of tax-exempt bonds for non-governmental (private) purposes. More stringent restrictions were placed
on the use of proceeds of such bonds. Interest on certain private activity bonds is taxable under the revised rules.
There is an exception for "qualified" tax-exempt private activity bonds, for example, exempt facility bonds including
certain industrial development bonds, qualified mortgage bonds, qualified Section 501(c)(3) bonds, and qualified
student loan bonds.

In addition, limitations as to the amount of private activity bonds which each state may issue were revised
downward by the Tax Reform Act, which will reduce the supply of such bonds. The value of the Fund's portfolio could be
affected if there is a reduction in the availability of such bonds.

Interest on certain private activity bonds issued after August 7, 1986, which continues to be tax-exempt, will
be treated as a tax preference item subject to the alternative minimum tax (discussed below) to which certain taxpayers
are subject. The Fund may hold municipal securities the interest on which (and thus a proportionate share of the
exempt-interest dividends paid by the Fund) will be subject to the Federal alternative minimum tax on individuals and
corporations.

The Federal alternative minimum tax is designed to ensure that all persons who receive income pay some tax,
even if their regular tax is zero. This is accomplished in part by including in taxable income certain tax preference
items that are used to calculate alternative minimum taxable income. The Tax Reform Act made tax-exempt interest from
certain private activity bonds a tax preference item for purposes of the alternative minimum tax on individuals and
corporations. Any exempt-interest dividend paid by a regulated investment company will be treated as interest on a
specific private activity bond to the extent of the proportionate relationship the interest the investment company
receives on such bonds bears to all its exempt interest dividends.

In addition, corporate taxpayers subject to the alternative minimum tax may, under some circumstances, have to
include exempt-interest dividends in calculating their alternative minimum taxable income. That could occur in
situations where the "adjusted current earnings" of the corporation exceeds its alternative minimum taxable income.

To determine whether a municipal security is treated as a taxable private activity bond, it is subject to a
test for: (a) a trade or business use and security interest, or (b) a private loan restriction. Under the trade or
business use and security interest test, an obligation is a private activity bond if: (i) more than 10% of the bond
proceeds are used for private business purposes and (ii) 10% or more of the payment of principal or interest on the
issue is directly or indirectly derived from such private use or is secured by the privately used property or the
payments related to the use of the property. For certain types of uses, a 5% threshold is substituted for this 10%
threshold.

The term "private business use" means any direct or indirect use in a trade or business carried on by an
individual or entity other than a state or municipal governmental unit. Under the private loan restriction, the amount
of bond proceeds that may be used to make private loans is limited to the lesser of 5% or $5.0 million of the
proceeds. Thus, certain issues of municipal securities could lose their tax-exempt status retroactively if the issuer
fails to meet certain requirements as to the expenditure of the proceeds of that issue or the use of the bond-financed
facility. The Fund makes no independent investigation of the users of such bonds or their use of proceeds of the
bonds. If the Fund should hold a bond that loses its tax-exempt status retroactively, there might be an adjustment to
the tax-exempt income previously distributed to shareholders.

Additionally, a private activity bond that would otherwise be a qualified tax-exempt private activity bond
will not, under Internal Revenue Code Section 147(a), be a qualified bond for any period during which it is held by a
person who is a "substantial user" of the facilities or by a "related person" of such a substantial user. This
"substantial user" provision applies primarily to exempt facility bonds, including industrial development bonds. The
Fund may invest in industrial development bonds and other private activity bonds. Therefore, the Fund may not be an
appropriate investment for entities which are "substantial users" (or persons related to "substantial users") of such
exempt facilities. Those entities and persons should consult their tax advisers before purchasing shares of the Fund.

A "substantial user" of such facilities is defined generally as a "non-exempt person who regularly uses part
of a facility" financed from the proceeds of exempt facility bonds. Generally, an individual will not be a "related
person" under the Internal Revenue Code unless such individual or the individual's immediate family (spouse, brothers,
sisters and immediate descendants) own directly or indirectly in the aggregate more than 50% in value of the equity of
a corporation or partnership which is a "substantial user" of a facility financed from the proceeds of exempt facility
bonds.

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

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

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

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

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

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

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

Some municipal lease securities may be deemed to be "illiquid" securities. Their purchase by the Fund would be
limited as described below in "Illiquid Securities." From time to time the Fund may invest more than 5% of its net
assets in municipal lease obligations that the Manager has determined to be liquid under guidelines set by the Board of
Trustees.

Those guidelines require the Manager to evaluate:
o the frequency of trades and price quotations for such securities;
o the number of dealers or other potential buyers willing to purchase or sell such securities;
o the availability of market-makers; and
o the nature of the trades for such securities.

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

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

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

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

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

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

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

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

While securities rated "Baa" by Moody's or "BBB" by S&P are investment grade, they may be subject to special
risks and have some speculative characteristics.

Special Investment Considerations - New York Municipal Securities. As explained in the Prospectus, the Trust's
investments are highly sensitive to the fiscal stability of New York State (referred to in the section as the "State")
and its subdivisions, agencies, instrumentalities or authorities, including New York City, which issue the municipal
securities in which the Trust invests. The following information on risk factors in concentrating in New York
municipal securities is only a summary, based on publicly-available official statements relating to offerings by
issuers of New York municipal securities on or prior to July 15, 2000 with respect to offerings of New York State, and
on or prior to December 22, 2000 with respect to offerings by New York City. No representation is made as to the
accuracy of this information.

During the mid-1970's the State, some of its agencies, instrumentalities and public benefit corporations (the
"Authorities"), and certain of its municipalities faced serious financial difficulties. To address many of these
financial problems, the State developed various programs, many of which were successful in reducing the financial
crisis. Any further financial problems experienced by these Authorities or municipalities could have a direct adverse
effect on the New York municipal securities in which the Trust invests.

|X| Factors Affecting Investments in New York State Securities. The State's published forecast of its economy
showed continued expansion during the 2000 calendar year, with employment growth gradually slowing from the 1999
calendar year. Employment in the State grew strongly for the first nine (9) months of 2000, with the service sector
accounting for the largest increases. On an average annual basis, the employment growth rate in the State was expected
to be lower than in 1999, but not to exceed national employment growth. Projections for wages and personal income
growth for 2000 were increased in November 2000, and reflect strong first quarter growth in bonus payments. However,
the recent prolonged weakness exhibited by the stock market and the slowdown projected for the national economy suggest
that the securities industry may not repeat its strong current-year performance. The Division of Budget now projects
wage growth of 9.4% for 2000, followed by growth of 5.4% for 2001. Overall personal income growth of 8.0% is projected
for 2000, with 5.0% growth in personal income expected for 2001.

The forecast for continued, though decelerating, growth, and any resultant impact on the state plan, contained
uncertainties. The primary risk to the national economic outlook is the possibility of accelerating inflation due to an
oil shock or the nation's tight labor marker. In response, the Federal Reserve Board may feel compelled to raise
interest rates even further. With the economy already slowing down, further rate hikes could cause even
weaker-than-expected growth toward the end of 2001. Another potential risk to the national economy lies in the
uncertain future of the financial markets. Should the stock markets undergo future significant corrections, the
resultant reduction in the value of household wealth could reduce consumption growth even further. Alternatively, an
acceleration in technology-induced productivity growth could lead to enhanced economic performance. The State's
forecast is subject to the same economic uncertainties as the national forecast, as well as some which are more
specific to the State. For example, with Wall street fueling a significant portion of the growth in the State's
revenues, New York is particularly vulnerable to an unexpectedly poor performance by the financial markets, which could
reduce securities industry rates of profit and bonus payment growth. Any actions by the Federal Reserve Board to
moderate inflation by increasing interest rates more than anticipated may have an adverse impact in the State given the
sensitivity of financial markets to interest rate shifts and the prominence of these markets in the State's economy. In
addition, there is a possibility that greater-than-anticipated mergers, downsizing, and relocation of firms caused by
deregulation and global competition may have a significant adverse effect on employment growth.

Relative to the nation, the State has a smaller share of manufacturing and construction and a larger share of
service-related industries. The State's finance, insurance and real estate share, as measured by wages, is particularly
large relative to the nation. The State projected that is it likely to be less affected than the nation as a whole
during an economic recession that is concentrated in manufacturing and construction, but likely to be more affected by
any economic downturn that is concentrated in the services sector.

On May 10, 2000, the State issued the 2000-01 Financial Plan (the "May Financial Plan"). On July 31, 2000, the
State released the first of three quarterly updates to the May Financial Plan (the "July Update") and on October 30,
2000, the State issued the second such quarterly update (the "October Update"; the May Financial Plan, as updated by
the July Update and the October Update, being the "State Plan").

The State's General Fund (the major operating Fund of the State) was projected in the State Plan to be
balanced on a cash basis for the 2000-01 fiscal year. Total receipts and transfers from other funds were projected to
reach $39.72 billion, an increase of over $2.32 billion from the prior fiscal year, and disbursements and transfers to
other funds were projected to be $39.55 billion, an increase of $2.38 million from the total disbursed in the prior
fiscal year.

The State reported that at the end of the first six (6) months of the 2000-01 fiscal year, the General Fund
had a cash balance of $78.21 billion, $437 million above the estimate in the July Update. Total General Fund receipts
and transfers from other funds totaled $24.51 billion through September. Receipts and transfers were $423 million
higher than the cashflow projections in the July Update, primarily due to higher-than-projected personal income tax
receipts. Total General Fund disbursements and transfers to other funds totaled $18.19% billion through September. The
results were generally consistent with the estimate of disbursements in the July Update. The modest decrease of $14
million form the estimate in the July Update was attributable to the timing of payments and was not anticipated to
affect year end disbursement totals.

Although receipt results through the first half of the 2000-01 fiscal year remained strong, several factors
with a potentially negative impact on future receipts mitigated against an upward revision in the receipt estimates at
the time of the October Update. These included, but were not limited to, a possible slowdown in national economic
activity engineered by Federal Reserve Board policy; an easing of growth in equity markets; and continued uncertainty
with respect to financial sector profits and bonus payments that determine a significant portion of year-end income and
corporate tax receipts.

Projections of total State receipts in the State Plan are based on the State tax structure in effect during
the fiscal year and on assumptions relating to basic economic factors and their historical relationships to State tax
receipts. In preparing projections of State receipts, economic forecasts relating to personal income, wages,
consumption, profits and employment were deemed to be particularly important. The State stated that its projection of
receipts from most tax or revenue sources is generally made by estimating the change in yield of such tax or revenue
source caused by economic and other factors, rather than by estimating the total yield of such tax or revenue source
from its estimated tax base. The forecasting methodology, however, was designed to ensure that State fiscal year
collection estimates for taxes that are based on a computation of annual liability, such as the business and personal
income taxes, are consistent with estimates of total liability under those taxes.

Projections of total State disbursements were based on assumptions relating to economic and demographic factors,
potential collective bargaining agreements, levels of disbursements for various services provided by local governments
(where the cost is partially reimbursed by the State), and the results of various administrative and statutory
mechanisms in controlling disbursements for State operations. Factors that may affect the level of disbursements in the
fiscal year included uncertainties relating to the economy of the nation and the State, the policies of the federal
government, collective bargaining negotiations and changes in the demand for and use of State services.

Despite recent budgetary surpluses recorded by the State, actions affecting the level of receipts and
disbursements, the relative strength of the State and regional economy, and actions of the federal government could
impact projected budget gaps for the State. These gaps would result from a disparity between recurring revenues and the
costs of increasing the level of support for State programs. To address a potential imbalance in any given fiscal year,
the State would be required to take actions to increase receipts and/or reduce disbursements as it enacts the budget for
that year, and under the State Constitution, the Governor is required to propose a balanced budget each year. There can
be no assurance, however, that the legislature will enact the Governor's proposals or that the State's actions will be
sufficient to preserve budgetary balance in a given fiscal year or to align recurring receipts and disbursements in
future fiscal years.

|_| State Governmental Funds Group. Substantially all State non-pension financial operations are
accounted for in the State's governmental funds group.
Governmental funds include:

o the General Fund, which is the major operating fund of the State and receives all receipts that are not
required by law to be deposited in another fund, including most State tax receipts and certain fees,
transfers from other funds and miscellaneous receipts from other sources;
o Special Revenue Funds, which account for the proceeds of specific revenues (other than expendable trusts or
major capital projects), such as federal grants, that are legally restricted to specified purposes;
o Capital Projects Funds, which account for financial resources of the State to be for the acquisition or
construction of major capital facilities (other than those financed by Special Revenue Funds, proprietary
Funds and Fiduciary Funds); and
o Debt Service Funds, which account for the accumulation of resources (including receipts from certain taxes,
transfers from other funds and miscellaneous revenues, such as dormitory room rental fees, which are
dedicated by statute for payment of rentals) for the payment of general long-term debt service and related
costs and payments under lease-purchase and contractual-obligation financing arrangements.

|_| Local Government Assistance Corporation. In 1990, as part of a State fiscal reform program, legislation
was enacted creating Local Government Assistance Corporation, a public benefit corporation empowered to issue long-term
obligations to fund payments to local governments that had been traditionally funded through the State's annual seasonal
borrowing. The legislation authorized the corporation to issue its bonds and notes in an amount not in excess of $4.7
billion (exclusive of certain refunding bonds). Over a period of years, the issuance of these long-term obligations,
which are to be amortized over no more than thirty (30) years, was expected to eliminate the need for continued
short-term seasonal borrowing.

The legislation also dedicated revenues equal to one percent of the four percent State sales and use
tax to pay debt service on these bonds. The legislation also imposed a cap on the annual seasonal borrowing of
the State at $4.7 billion, less net proceeds of bonds issued by the corporation and bonds issued to provide for
capitalized interest. An exception is in cases where the Governor and the legislative leaders have certified the
need for additional borrowing and have provided a schedule for reducing it to the cap. If borrowing above the
cap is thus permitted in any fiscal year, it is required by law to be reduced to the cap by the fourth fiscal
year after the limit was first exceeded. This provision capping the seasonal borrowing was included as a covenant
with the corporation's bondholders in the resolution authorizing such bonds.

As of June 1995, the corporation had issued bonds and notes to provide net proceeds of $4.7 billion,
completing the program. The impact of its borrowing, as well as other changes in revenue and spending patterns,
is that the State has been able to meet its cash flow needs throughout the fiscal year without relying on
short-term seasonal borrowings.

|X| Authorities. The fiscal stability of the State is related to the fiscal stability of its public
Authorities. Authorities have various responsibilities, including those which finance, construct and/or operate
revenue-producing public facilities. Authorities are not subject to the constitutional restrictions on the
incurrence of debt which apply to the State itself, and may issue bonds and notes within the amounts, and
restrictions set forth in their legislative authorization.

Authorities are generally supported by revenues generated by the projects financed or operated, such as
tolls charged for use of highways, bridges or tunnels, charges for electric power, electric and gas utility
services, rentals charged for and housing units and charges for occupancy at medical care facilities. In
addition, State legislation authorizes several financing techniques for Authorities. There are statutory
arrangements providing for State local assistance payments otherwise payable to localities to be made under
certain circumstances to Authorities. Although the State has no obligation to provide additional assistance to
localities whose local assistance payments have been paid to Authorities under these arrangements, if local
assistance payments are diverted, the affected localities could seek additional State assistance. Some
Authorities also receive moneys from State appropriations to pay for the operating costs of certain of their
programs.

|X| Ratings of the State's Securities. Moody's Investors Service, Inc. has rated the State's general
obligation bonds from "A2" and Standard & Poor's Rating Services, a Division of the McGraw-Hill Companies, has
rated those bonds "A+".

Ratings reflect only the views of the ratings organizations, and an explanation of the significance of a
rating may be obtained from the rating agency furnishing the rating. There is no assurance that a particular
rating will continue for any given period of time or that a rating will not be revised downward or withdrawn
entirely, if, in the judgment of the agency originally establishing the rating, circumstances so warrant. A
downward revision or withdrawal of a rating may have an effect on the market price of the State and municipal
securities in which the Trust invests.

|X| The State's General Obligation Debt. As of March 31, 2000, the State had approximately $4.6
billion in general obligation bonds outstanding. Principal and interest due on general obligation bonds were
$724 million for the 1999-2000 fiscal year and are estimated to be $687.4 million for the State's 2000-01 fiscal
year.

|X| Pending Litigation. The State is a defendant in numerous legal proceedings pertaining to matters
incidental to the performance of routine governmental operations. That litigation includes, but is not limited
to, claims asserted against the State involving State finances and programs and arising from alleged violations
of civil rights, alleged torts, alleged breaches of contracts, real property proceedings and other alleged
violations of State and Federal laws. These proceedings could affect adversely the financial condition of the
State in the 2000-01 fiscal year or thereafter.

The State believes that the State Plan includes sufficient reserves for the payment of judgments that
may be required during the 2000-01 fiscal year. There can be no assurance, however, that an adverse decision in
any of these proceedings would not exceed the amount the State Plan reserves for the payment of judgments and,
therefore, could affect the ability of the State to maintain a balanced 2000-01 financial plan.

In addition, the State is party to other claims and litigation that its legal counsel has advised are
not probable of adverse court decisions or are not deemed to be materially adverse. Although the amounts of
potential losses, if any, are not presently determinable, it is the State's opinion that its ultimate liability
in these cases is not expected to have a material adverse effect on the State's financial position in the 2000-01
fiscal year or thereafter.

|X| Other Functions. Certain localities in addition to New York City have experienced financial
problems and have requested and received additional State assistance during the last several State fiscal years.
The potential impact on the State of any future requests by localities for additional oversight or financial
assistance is not included in the projections of the State's receipts and disbursements for the State's 2000-01
fiscal year.

|X| Factors Affecting Investments in New York City Municipal Securities. New York City (the "City") has
a highly diversified economic base, with a substantial volume of business activity in the service, wholesale and
retail trade and manufacturing industries and is the location of many securities, banking, law, accounting, news
media and advertising firms.

Economic activity in the City has experienced periods of growth and recession and can be expected to
experience periods of growth and recession in the future. Changes in the economic activity in the City,
particularly employment, per capita personal income and retail sales may have an impact on the City. From 1969 to
1977, the City experienced substantial declines in employment, but from 1978 to 1987 the City experienced strong
growth in jobs, especially in the city's finance, insurance and real estate sectors due in large part to lower
inflation, lower interest rates and a strong securities market. Beginning in 1988, employment growth in the City
slowed, and in 1990 the City experienced job losses, although the U.S. economy expanded during that period.
During 1991 and 1992, employment levels in the city continued to decline. In recent years, the City experienced
increases in employment. Real per capital personal income (i.e. per capita personal income adjusted for the
effects of inflation and the differential in living costs) has generally experienced fewer fluctuations in
employment in the City. Although the City periodically experienced declines in real per capita income between
1969 and 1981, real per capita income in the City has generally increased from the mid-1980's until the present.
In nearly all of the years between 1969 and 1990 the city experienced strong increases in retail sales. However,
from 1991 to 1993, the city experienced a weak period of retail sales. Since 1994, the City has returned to a
period of growth in retail sales. Overall, the City's economic improvement accelerated significantly between 1997
and 1999. Much of the increase can be traced from the performance of the securities industry, but the City's
economy also produced gains in the retail trade sector, the hotel and tourism industry, and business services,
with private sector employment growing at a record pace. The City's current financial plan assumes that, after
strong growth in 2000, moderate economic growth will exist through calendar year 2003, with moderating job growth
and wage increases.

For each of the 1981 through 2000 fiscal years, the City had an operating surplus, before discretionary
and other transfers, and achieved balanced operating results as reported in accordance with generally accepted
accounting principles after discretionary and other transfers. The City has been required to close substantial
gaps between forecast revenues and forecast expenditures in order to maintain balanced operating results. There
can be no assurance that the City will continue to maintain balanced operating results as required by State law
without tax or other revenue increases or reductions in City services or entitlement programs, which could
adversely affect the City's economic base.

The Mayor is responsible for preparing the City's financial plan, including the City's current financial
plan for the 2001 through 2004 fiscal years (referred to below as the "2001-2004 Financial Plan", or "Financial
Plan").

The City's projections set forth in the Financial Plan are based on various assumptions and
contingencies which are uncertain and which may not materialize. Implementation of the Financial Plan is
dependent upon the City's ability to market its securities successfully. The City's program for financing
capital projects for fiscal years 2001 through 2004 contemplates the issuance approximately $7.4 billion of
general obligation bonds and approximately $5.54 billion of bonds to be issued by the New York City Transitional
Finance Authority (the "Finance Authority"). In addition, it is currently expected that the City will have
access to approximately $2.4 billion (including the $604 million of bond proceeds received by December 2000) of
proceeds from the sale of tobacco settlement bonds to be issued by TSASC, Inc. ("TSASC"). Such bonds are secured
by revenues derived from the settlement litigation with tobacco companies selling cigarettes in the United
States. The Finance Authority and TSASC were created to assist the City in financing its capital program while
keeping the City's indebtedness within the forecast level of the constitutional restrictions on the amount of
debt the City is authorized to incur.

In addition, the City issues revenue and tax anticipation notes to finance its seasonal working capital
requirements. The success of projected public sales of City, New York City Municipal Water Finance Authority
("Water Authority"), Finance Authority, TSASC and other bonds and notes will be subject to prevailing market
conditions. The City's planned capital and operating expenditures are dependent upon the sale of its general
obligation bonds and notes, and the Water Authority, Finance Authority and TSASC bonds. Future developments
concerning the City and public discussion of such developments, as well as prevailing market conditions, may
affect the market for outstanding City general obligation bonds and notes.

The City Comptroller and other agencies and public officials issue periodic reports and make public
statements which, among other things, state that projected revenues and expenditures may be different from those
forecast in the City's financial plans. It is reasonable to expect that such reports and statements will
continue to be issued and to engender public comment.

|X| 2001-2004 Financial Plan. The Financial Plan for the 2001 through 2004 fiscal years, released on
November 17, 2000, projects that revenues and expenditures for the 2001 fiscal year will be balanced in
accordance with generally accepted accounting principles, and projects gaps of $2.5 billion, $3.0 billion and
$3.0 billion for fiscal years 2002 through 2004, respectively, after implementation of a gap closing program.
The Financial Plan depends upon its projections of increased tax revenues in fiscal years 2001 through 2004,
reflecting primarily increases in projected personal income, business and sales tax revenues; projections of
increases in revenues in fiscal years 2001 through 2004 due to reductions in proposed tax cuts; projections of
increased pension costs resulting primarily from a cost of living adjustment in pension payments for the years
2001 through 2004 and a reduction in projected Federal assistance of $75 million in each of fiscal years 2001
through 2004. The Financial Plan further includes proposed discretionary transfer in the 2001 fiscal year of $1.3
billion to pay debt service due in fiscal year 2002 and a proposed discretionary transfer in fiscal year 2002 to
pay debt service due in fiscal year 2003 of $345 million.

The Financial Plan contains a labor reserve for merit pay wage increases for City employees for two (2)
years after their collective bargaining agreements expire, at a cost of $325 million, $750 million, $800 million
and $800 million in fiscal years 2001 through 2004, respectively. The proposed wage increases are contingent upon
the City achieving proposed productivity savings and reducing fringe benefit costs in amounts totaling $250
million, $265 million, $280 million and $300 million in fiscal years 2001 through 2004, respectively, which are
subject to collective bargaining negotiations. The Financial Plan does not make any provision for wage increases
other than the labor reserve for merit pay increases discussed above.

The Financial Plan also reflects a tax reduction program including the elimination of the commercial
rent tax over four (4) years commencing June 1, 2000; a reduction and restructuring of the 14% personal income
tax surcharge, effective January 1, 2001, which has been passed by the City Council and signed by the Mayor; the
extension of current tax reductions for owners of cooperative and condominium apartments; and the borough
development program. The extension of current tax reductions for cooperative and condominium apartments, which
would have an annual cost of approximately $200 million commencing in fiscal year 2002, has not yet received
State legislative approval.

In addition, the economic and financial condition of the City may be affected by various financial,
social, economic and other factors which could have a material effect on the City.

The projections and assumptions contained in the Financial Plan are subject to revision which may
involve substantial change, and no assurance can be given that these estimates and projections, which include
actions which the City expects will be taken but which are not within the City's control, will be realized.

|X| Ratings of the City's Bonds. Moody's Investors Service, Inc. ("Moody's") has rated the City's
outstanding general obligation bonds "A2." Standard and Poor's Ratings Group, a division of McGraw-Hill
Companies, Inc. ("Standard & Poor's"), has rated those bonds "A." Fitch Inc. ("Fitch"), the international rating
agency, has rated these bonds "A+." These ratings reflect only the views of Moody's, Standard & Poor's and
Fitch from which an explanation of the significance of such ratings may be obtained. There is no assurance that
those ratings will continue for any given period of time or that they will not be revised downward or withdrawn
entirely. Any downward revision or withdrawal could have an adverse effect on the market prices of the City's
bonds. On July 16, 1998, Standard & Poor's revised its rating of City bonds to "A-" from "BBB+." On September
13, 2000, Standard & Poor's revised its rating of City Bonds upward to "A." Moody's rating of City bonds was
revised in August 2000 to "A2" from "A3." On March 8, 1999, Fitch revised its rating of City bonds upward to "A"
from "A-" and on September 15, 2000, Fitch revised its rating to "A+."

|X| The City's Outstanding Indebtedness. As of September 30, 2000, the City and the Municipal
Assistance Corporation for the City of New York had, respectively, $25.677 billion and $2.509 billion of
outstanding net long-term debt.

The City depends on the State for State aid both to enable the City to balance its budget and to meet
its cash requirements. There can be no assurance that there will not be reductions in State aid to the City from
amounts currently projected; that State budgets in future fiscal years will be adopted by the April 1 statutory
deadline, or interim appropriations will be enacted; or that any such reductions or delays will not have adverse
effects on the City's cash flow or expenditures.

|X| Pending Litigation. The City is a defendant in lawsuits pertaining to material matters, including
claims asserted that are incidental to performing routine governmental and other functions. That litigation
includes, but is not limited to, actions commenced and claims asserted against the City arising out of alleged
constitutional violations, torts, breaches of contract, and other violations of law and condemnation
proceedings. While the ultimate outcome and fiscal impact, if any, on the City of such proceedings and claims
are not currently predictable, adverse determinations in certain of them might have material adverse effect upon
the City's ability to carry out the Financial Plan. For the fiscal year ended on June 30, 2000, the City paid
$490.7 million for judgments and claims. The Financial Plan includes provision for the payment of judgements and
claims of $442.3 million, $463.5 million, $482.7 million, $507.7 million for the 2001 through 2004 fiscal years,
respectively. As of June 30, 2000, the City estimates its potential future liability for outstanding claims
against it to be approximately $3.5 billion.

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

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

The interest rate on a floating rate demand note is based on a stated prevailing market rate, such as a
bank's prime rate, the ninety one (91) day U.S. Treasury Bill rate, or some other standard, and is adjusted
automatically each time such rate is adjusted. The interest rate on a variable rate demand note is also based on
a stated prevailing market rate but is adjusted automatically at specified intervals of not less than one (1)
year. Generally, the changes in the interest rate on such securities reduce the fluctuation in their market
value. As interest rates decrease or increase, the potential for capital appreciation or depreciation is less
than that for fixed-rate obligations of the same maturity. The Manager may determine that an unrated floating
rate or variable rate demand obligation meets the Fund's quality standards by reason of being backed by a letter
of credit or guarantee issued by a bank that meets those quality standards.

Floating rate and variable rate demand notes that have a stated maturity in excess of one (1) year may
have features that permit the holder to recover the principal amount of the underlying security at specified
intervals not exceeding one (1) year and upon no more than thirty (30) days' notice. The issuer of that type of
note normally has a corresponding right in its discretion, after a given period, to prepay the outstanding
principal amount of the note plus accrued interest. Generally the issuer must provide a specified number of days'
notice to the holder.

|X| Inverse Floaters and Other Derivative Investments. The Fund will invest in inverse floaters to
seek higher tax-exempt yields than are available from fixed-rate bonds that have comparable maturities and credit
ratings. Inverse floaters may offer relatively high current income, reflecting the spread between short-term and
long-term tax-exempt interest rates. As long as the municipal yield curve remains relatively steep and short term
rates remain relatively low, owners of inverse floaters will have the opportunity to earn interest at
above-market rates because they receive interest at the higher long-term rates but have paid for bonds with lower
short-term rates. If the yield curve flattens and shifts upward, an inverse floater will lose value more quickly
than a conventional long-term bond. In some cases, the holder of an inverse floater may have an option to convert
the floater to a fixed-rate bond, pursuant to a "rate-lock" option.

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

Inverse floaters are a form of derivative investment. Certain derivatives, such as options, futures,
indexed securities and entering into swap agreements, can be used to increase or decrease the Fund's exposure to
changing security prices, interest rates or other factors that affect the value of securities. However, these
techniques could result in losses to the Fund, if the Manager judges market conditions incorrectly or employs a
strategy that does not correlate well with the Fund's other investments. These techniques can cause losses if the
counterparty does not perform its promises. An additional risk of investing in municipal securities that are
derivative investments is that their market value could be expected to vary to a much greater extent than the
market value of municipal securities that are not derivative investments but have similar credit quality,
redemption provisions and maturities.

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

When such transactions are negotiated the price (which is generally expressed in yield terms) is fixed
at the time the commitment is made. Delivery and payment for the securities take place at a later date. Normally
the settlement date is within six (6) months of the purchase of municipal bonds and notes. However, the Fund
may, from time to time, purchase municipal securities having a settlement date more than six (6) months and
possibly as long as two (2) years or more after the trade date. The securities are subject to change in value
from market fluctuation during the settlement period. The value at delivery may be less than the purchase price.
For example, changes in interest rates in a direction other than that expected by the Manager before settlement
will affect the value of such securities and may cause loss to the Fund. No income begins to accrue to the Fund
on a when-issued security until the Fund receives the security at settlement of the trade.

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

When the Fund engages in when-issued and delayed-delivery transactions, it does so for the purpose of
acquiring or selling securities consistent with its investment objective and policies or for delivery pursuant to
options contracts it has entered into, and not for the purpose of investment leverage. Although the Fund will
enter into when-issued or delayed-delivery purchase transactions to acquire securities, the Fund may dispose of a
commitment prior to settlement. If the Fund chooses to dispose of the right to acquire a when-issued security
prior to its acquisition or to dispose of its right to deliver or receive against a forward commitment, it may
incur a gain or loss.

At the time the Fund makes a commitment to purchase or sell a security on a when-issued or forward
commitment basis, it records the transaction on its books and reflects the value of the security purchased. In a
sale transaction, it records the proceeds to be received, in determining its net asset value. The Fund will
identify on its books cash, U.S. government securities or other high grade debt obligations at least equal to the
value of purchase commitments until the Fund pays for the investment.

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

|X| Zero-Coupon Securities. The Fund may buy zero-coupon and delayed interest municipal securities.
Zero-coupon securities do not make periodic interest payments and are sold at a deep discount from their face
value. The buyer recognizes a rate of return determined by the gradual appreciation of the security, which is
redeemed at face value on a specified maturity date. This discount depends on the time remaining until maturity,
as well as prevailing interest rates, the liquidity of the security and the credit quality of the issuer. In the
absence of threats to the issuer's credit quality, the discount typically decreases as the maturity date
approaches. Some zero-coupon securities are convertible, in that they are zero-coupon securities until a
predetermined date, at which time they convert to a security with a specified coupon rate.

Because zero-coupon securities pay no interest and compound semi-annually at the rate fixed at the time
of their issuance, their value is generally more volatile than the value of other debt securities. Their value
may fall more dramatically than the value of interest-bearing securities when interest rates rise. When
prevailing interest rates fall, zero-coupon securities tend to rise more rapidly in value because they have a
fixed rate of return.

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

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

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

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

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

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

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

The majority of these transactions run from day to day. Delivery pursuant to resale typically will occur
within one to five (5) days of the purchase. Repurchase agreements having a maturity beyond seven (7) days are
subject to the Fund's limits on holding illiquid investments. There is no limit on the amount of the Fund's net
assets that may be subject to repurchase agreements of seven (7) days or less.

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

|X| Illiquid Securities. The Fund has percentage limitations that apply to purchases of illiquid
securities, as stated in the Prospectus. As a matter of fundamental policy, the Fund cannot purchase any
securities that are subject to restrictions on resale.

|X| Loans of Portfolio Securities. To attempt to raise income or raise cash for liquidity purposes,
the Fund may lend its portfolio securities to brokers, dealers and other financial institutions. These loans are
limited to not more than 25% of the value of the Fund's total assets. There are risks in connection with
securities lending. The Fund might experience a delay in receiving additional collateral to secure a loan, or a
delay in recovery of the loaned securities. The Fund presently does not intend to lend securities, but if it
does, the value of loaned securities is not expected to exceed 5% of the value of the Fund's total assets. Income
from securities loans does not constitute exempt-interest income for the purpose of paying tax-exempt dividends.

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

When it lends securities, the Fund receives amounts equal to the dividends or interest on the loaned
securities. It also receives one or more of (a) negotiated loan fees, (b) interest on securities used as
collateral, and (c) interest on short-term debt securities purchased with the loan collateral. Either type of
interest may be shared with the borrower. The Fund may pay reasonable finder's, administrative or other fees in
connection with these loans. The terms of the Fund's loans must meet applicable tests under the Internal Revenue
Code and must permit the Fund to reacquire loaned securities on five (5) days' notice or in time to vote on any
important matter.

|X| Hedging. The Fund can use hedging to attempt to protect against declines in the market value of
its portfolio, to permit the Fund to retain unrealized gains in the value of portfolio securities that have
appreciated, or to facilitate selling securities for investment reasons. To do so the Fund could:
o sell interest rate futures or municipal bond index futures,
o buy puts on such futures or securities, or
o write covered calls on securities, interest rate futures or municipal bond index futures. Covered
calls can also be written on debt securities to attempt to increase the Fund's income, but that
income would not be tax-exempt. Therefore it is unlikely that the Fund would write covered calls
for that purpose.
The Fund can also use hedging to establish a position in the debt securities market as a temporary
substitute for purchasing individual debt securities. In that case the Fund would normally seek to purchase the
securities, and then terminate that hedging position. For this type of hedging, the Fund could:
o buy interest rate futures or municipal bond index futures, or
o buy calls on such futures or on securities.

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

|_| Futures. The Fund can buy and sell futures contracts relating to interest rates (these are
called "interest rate futures") and broadly-based municipal bond indices (these are referred to as "municipal
bond index futures"). As a fundamental policy, these are the only futures contracts the Fund can buy and sell.

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

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

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

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

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

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

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

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

When the Fund writes a call on a security, it receives cash (a premium). The Fund agrees to sell the
underlying investment to a purchaser of a corresponding call on the same security during the call period at a
fixed exercise price regardless of market price changes during the call period. The call period is usually not
more than nine (9) months. The exercise price may differ from the market price of the underlying security. The
Fund has retained the risk of loss that the price of the underlying security may decline during the call period.
That risk may be offset to some extent by the premium the Fund receives. If the value of the investment does not
rise above the call price, it is likely that the call will lapse without being exercised. In that case the Fund
would keep the cash premium and the investment.

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

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

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

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

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

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

When the Fund purchases a call (other than in a closing purchase transaction), it pays a premium. For
calls on securities that the Fund buys, it has the right to buy the underlying investment from a seller of a
corresponding call on the same investment during the call period at a fixed exercise price. The Fund benefits
only if (1) the call is sold at a profit or (2) the call is exercised when the market price of the underlying
investment is above the sum of the exercise price plus the transaction costs and premium paid for the call. If
the call is not either exercised or sold (whether or not at a profit), it will become worthless at its expiration
date. In that case the Fund will lose its premium payment and the right to purchase the underlying investment.

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

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

|_| Risks of Hedging with Options and Futures. The use of hedging instruments requires special
skills and knowledge of investment techniques that are different than what is required for normal portfolio
management. If the Manager uses a hedging instrument at the wrong time or judges market conditions incorrectly,
hedging strategies may reduce the Fund's returns.

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

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

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

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

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

The ordinary spreads between prices in the cash and futures markets are subject to distortions due to
differences in the natures of those markets. All participants in the futures markets are subject to margin
deposit and maintenance requirements. Rather than meeting additional margin deposit requirements, investors may
close out futures contracts through offsetting transactions which could distort the normal relationship between
the cash and futures markets. From the point of view of speculators, the deposit requirements in the futures
markets are less onerous than margin requirements in the securities markets. Therefore, increased participation
by speculators in the futures markets may cause temporary price distortions.

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

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

|_| Interest Rate Swap Transactions. In an interest rate swap, the Fund and another party exchange
their right to receive or their obligation to pay interest on a security. For example, they might swap a right
to receive floating rate payments for fixed rate payments. The Fund can enter into swaps only on securities it
owns. The Fund may not enter into swaps with respect to more than 25% of its total assets. Also, the Fund will
identify liquid assets on its books (such as cash or U.S. government securities) to cover any amounts it could
owe under swaps that exceed the amounts it is entitled to receive, and it will adjust that amount daily, as
needed. Income from interest rate swaps may be taxable.

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

The Fund can enter into swap transactions with appropriate counterparties pursuant to master netting
agreements. A master netting agreement provides that all swaps done between the Fund and that counterparty under
the master agreement shall be regarded as parts of an integral agreement. If on any date amounts are payable
under one or more swap transactions, the net amount payable on that date shall be paid. In addition, the master
netting agreement may provide that if one party defaults generally or on one swap, the counterparty can terminate
the swaps with that party. Under master netting agreements, if there is a default resulting in a loss to one
party, that party's damages are calculated by reference to the average cost of a replacement swap with respect to
each swap. The gains and losses on all swaps are then netted, and the result is the counterparty's gain or loss
on termination. The termination of all swaps and the netting of gains and losses on termination is generally
referred to as "aggregation."

|_| Regulatory Aspects of Hedging Instruments. When using futures and options on futures, the Fund
is required to operate within certain guidelines and restrictions established by the Commodity Futures Trading
Commission (the "CFTC"). In particular, the Fund is exempted from registration with the CFTC as a "commodity
pool operator" if the Fund complies with the requirements of Rule 4.5 adopted by the CFTC. That Rule does not
limit the percentage of the Fund's assets that may be used for futures margin and related options premiums for a
bona fide hedging position. However, under the Rule the Fund must limit its aggregate initial futures margin and
related options premiums to no more than 5% of the Fund's net assets for hedging strategies that are not
considered bona fide hedging strategies under the Rule. Under the Rule, the Fund also must use short futures and
options on futures positions solely for bona fide hedging purposes within the meaning and intent of the
applicable provisions of the Commodity Exchange Act.

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

Under the Investment Company Act, when the Fund purchases an interest rate future or municipal bond
index future, it must maintain cash or readily marketable short-term debt instruments in an amount equal to the
market value of the investments underlying the future, less the margin deposit applicable to it.

|X| Temporary Defensive Investments. The securities the Fund can invest in for temporary defensive
purposes include the following:
o short-term municipal securities;
o obligations issued or guaranteed by the U.S. government or its agencies or instrumentalities;
o corporate debt securities rated within the three highest grades by a nationally recognized rating
agency;
o commercial paper rated "A-1" by S&P, or having a comparable rating by another nationally-recognized
rating agency; and
o certificates of deposit of domestic banks with assets of $1 billion or more.
|X| Taxable Investments. While the Fund can invest up to 20% of its total assets in investments that
generate income subject to income taxes, it does not anticipate investing substantial amounts of its assets in
taxable investments under normal market conditions or as part of its normal trading strategies and policies. To
the extent it invests in taxable securities, the Fund would not be able to meet its objective of providing tax
exempt income to its shareholders. Taxable investments include, for example, hedging instruments, repurchase
agreements, and some of the types of securities it would buy for temporary defensive purposes.

Investment Restrictions

|X| What Are "Fundamental Policies?" Fundamental policies are those policies that the Fund has adopted
to govern its investments that can be changed only by the vote of a "majority" of the Fund's outstanding voting
securities. Under the Investment Company Act, such a "majority" vote is defined as the vote of the holders of
the lesser of:
o 67% or more of the shares present or represented by proxy at a shareholder meeting, if the holders
of more than 50% of the outstanding shares are present or represented by proxy, or
o more than 50% of the outstanding shares.

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

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

o The Fund cannot invest in securities or other investments other than municipal securities, the
temporary investments described in its Prospectus, repurchase agreements, covered calls, private activity
municipal securities and hedging instruments described in "About the Fund" in the Prospectus or this Statement of
Additional Information.

o The Fund cannot make loans. However, the Fund can enter into repurchase agreements and purchase
debt securities in accordance with the Fund's other investment policies and restrictions. The Fund may also lend
its portfolio securities as described in "Loans of Portfolio Securities."

o The Fund cannot borrow money in excess of 10% of the value of its total assets. It cannot buy any
additional investments when borrowings exceed 5% of the value of its total assets. The Fund may borrow only as a
temporary measure for extraordinary or emergency purposes.

o The Fund cannot pledge, mortgage or otherwise encumber, transfer or assign any of its assets to
secure a debt. However, the use of collateral arrangements for premium and margin payments in connection with
hedging instruments is permitted.

o With respect to 75% of its assets, the Fund cannot purchase securities issued or guaranteed by any
one issuer (other than the U.S. government or its agencies or instrumentalities), if more than 5% of the Fund's
total assets would be invested in securities of that issuer or the Fund would then own more than 10% of that
issuer's voting securities.

o The Fund cannot invest 25% or more of its total assets in any industry. However, municipal
securities and U.S. government obligations are not considered to be part of any single industry.

o The Fund cannot invest in real estate. The Fund can invest in municipal securities or other
permitted securities that are secured by real estate or interests in real estate.

o The Fund cannot purchase securities other than hedging instruments on margin. However, the Fund may
obtain such short-term credits that may be necessary for the clearance of purchases and sales of securities.

o The Fund cannot sell securities short.

o The Fund cannot underwrite securities or invest in securities that are subject to restrictions on
resale.

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

o The Fund cannot invest in securities of any other open-end investment company, except in connection
with a merger, consolidation, reorganization or acquisition of assets.

o The Fund cannot buy or sell futures contracts other than interest rate futures and municipal bond
index futures.

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

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

Diversification. The Fund intends to be "diversified" as defined in the Investment Company Act and to satisfy
the restrictions against investing too much of its assets in any "issuer" as set forth in the restrictions
above. In implementing this policy, the identification of the issuer of a municipal security depends on the
terms and conditions of the security. When the assets and revenues of an agency, authority, instrumentality or
other political subdivision are separate from those of the government creating it and the security is backed only
by the assets and revenues of the subdivision, agency, authority or instrumentality, the latter would be deemed
to be the sole issuer. Similarly, if an industrial development bond is backed only by the assets and revenues of
the non-governmental user, then that user would be deemed to be the sole issuer. However, if in either case the
creating government or some other entity guarantees a security, the guarantee would be considered a separate
security and would be treated as an issue of that government or other entity.

In implementing the Fund's policy not to concentrate its investments, the Manager will consider a
non-governmental user of facilities financed by industrial development bonds as being in a particular industry.
That is done even though the bonds are municipal securities, as to which the Fund has no concentration
limitation. Although this application of the concentration restriction is not a fundamental policy of the Fund,
it will not be changed without shareholder approval.

How the Fund Is Managed

Organization and History. The Fund is an open-end, diversified management investment company with an unlimited
number of authorized shares of beneficial interest. The Fund was organized as a Massachusetts business trust in
1984.

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

|X| Classes of Shares. The Board of Trustees has the power, without shareholder approval, to divide
unissued shares of the Fund into two or more classes. The Board has done so, and the Fund currently has three
classes of shares: Class A, Class B and Class C. All classes invest in the same investment portfolio. Each class
of shares:

o has its own dividends and distributions,
o pays certain expenses which may be different for the different classes,
o may have a different net asset value,
o may have separate voting rights on matters in which the interests of one class are different from the
interests of another class, and
o votes as a class on matters that affect that class alone.

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

Shareholders have the right, upon the declaration in writing or vote of two-thirds of the outstanding
shares of the Fund, to remove a Trustee. The Trustees will call a meeting of shareholders to vote on the removal
of a Trustee upon the written request of the record holders of 10% of its outstanding shares. If the Trustees
receive a request from at least ten (10) shareholders stating that they wish to communicate with other
shareholders to request a meeting to remove a Trustee, the Trustees will then either make the Fund's shareholder
list available to the applicants or mail their communication to all other shareholders at the applicants'
expense. The shareholders making the request must have been shareholders for at least six (6) months and must
hold shares of the Fund valued at $25,000 or more or constituting at least 1% of the Fund's outstanding shares,
whichever is less. The Trustees may also take other action as permitted by the Investment Company Act.

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

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

Trustees and Officers of the Fund. The Fund's Trustees and officers and their principal occupations and business
affiliations and occupations during the past five (5) years are listed below. Trustees denoted with an asterisk
(*) below are deemed to be "interested persons" of the Fund under the Investment Company Act. All of the Trustees
are trustees or directors of the following New York-based Oppenheimer funds:1

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


         Messrs. Spiro, Murphy, Wixted, Zack, Bishop, Farrar, and Molleur and Mses. Feld and Ives respectively
hold the same offices with the other New York-based Oppenheimer funds as with the Fund.  As of January 3, 2002,
the Trustees and officers of the Fund as a group owned of record or beneficially less than 1% of  each class of
shares of the Fund. The foregoing statement does not reflect ownership of shares of the Fund held of record by an
employee benefit plan for employees of the Manager, other than the shares beneficially owned under the plan by
the officers of the Fund listed above. Mr. Murphy is a trustee of that plan.

Leon Levy, Chairman of the Board of Trustee, Age: 76
6803 South Tucson Way, Englewood, CO 80112

General Partner of Odyssey Partners,  L.P.  (investment  partnership) (since 1982) and Chairman of Avatar Holdings,
Inc. (real estate development).


Donald W. Spiro, Vice Chairman of the Board of Trustees, Age: 76.
6803 South Tucson Way, Englewood, Colorado 80112
Chairman Emeritus of the Manager (since 1991).  Formerly he held the following  positions:  Chairman (November 1987
-  January  1991)  and a  director  (January  1969 -  August  1999)  of the  Manager;  President  and  Director  of
OppenheimerFunds  Distributor,  Inc., a subsidiary of the Manager and the Fund's  Distributor  (July 1978 - January
1992).

John V. Murphy*, President and Trustee, Age: 52
498 Seventh Avenue, New York, New York 10018
Chairman  and Chief  Executive  Officer and director  (since July 2001) and  President  (since  August 2000) of the
Manager;  President  and a trustee  of other  Oppenheimer  funds;  President  and a director  (since  July 2001) of
Oppenheimer  Acquisition  Corp.,  the Manager's parent holding company;  President,  Chief Executive  Officer and a
director  (since July 2001) of OFI Private  Investments,  Inc.,  an investment  adviser  subsidiary of the Manager;
Chairman and a director  (since July 2001) of Shareholder  Services,  Inc. and of Shareholder  Financial  Services,
Inc.,  transfer  agent  subsidiaries  of the Manager;  President  and a director  (since July 2001) of  Oppenheimer
Partnership  Holdings,  Inc.,  a holding  company  subsidiary  of the  Manager;  a director  of  HarbourView  Asset
Management  Corporation  and of Oppenheimer  Real Asset  Management,  Inc.  (since July 2001),  investment  adviser
subsidiaries of the Manager;  President and a director  (since July 2001) of  OppenheimerFunds  Legacy  Program,  a
charitable trust program established by the Manager; Chief Operating Officer (August 2000 - July 2001) of the
Manager; Executive Vice President of MassMutual Financial Group (from 1995 to 1997); Executive Vice President and
Chief Operating Officer of David L. Babson & Company (from 1995 to 1997), an investment advisor; Chief Operating
Officer of Concert Capital Management, Inc. (from 1993 to 1996), an investment advisor.


Robert G. Galli, Trustee, Age: 68.
6803 South Tucson Way, Englewood, Colorado 80112
A Trustee or  Director  of other  Oppenheimer  funds.  Formerly  he held the  following  positions:  Vice  Chairman
(October  1995 - December  1997) and  Executive  Vice  President  (December  1977 - October  1995) of the  Manager;
Executive Vice President and a director (April 1986 - October 1993) of HarbourView Asset Management Corporation.

Phillip A. Griffiths, Trustee, Age: 63.
6803 South Tucson Way, Englewood, Colorado 80112
The Director of the Institute for Advanced Study,  Princeton,  N.J.  (since 1991),  director of GSI Lumonics (since
2001) and a member of the National Academy of Sciences (since 1979);  formerly (in descending  chronological order)
a director of Bankers Trust  Corporation,  Provost and Professor of Mathematics at Duke  University,  a director of
Research Triangle Institute, Raleigh, N.C., and a Professor of Mathematics at Harvard University.

Benjamin Lipstein, Trustee, Age: 78.
6803 South Tucson Way, Englewood, Colorado 80112
Professor Emeritus of Marketing, Stern Graduate School of Business Administration, New York University.

Elizabeth B. Moynihan, Trustee, Age: 72.
6803 South Tucson Way, Englewood, Colorado 80112
Author  and  architectural  historian;  a trustee  of the  Freer  Gallery  of Art and  Arthur  M.  Sockler  Gallery
(Smithsonian  Institute),  Trustees  Council of the National  Building  Museum;  a member of the Trustees  Council,
Preservation League of New York State.

Kenneth A. Randall, Trustee, Age: 74.
6803 South Tucson Way, Englewood, Colorado 80112
A director of Dominion  Resources,  Inc.  (electric  utility holding  company) and Prime Retail,  Inc. (real estate
investment  trust);  formerly  a  director  of  Dominion  Energy,  Inc.  (electric  power and oil & gas  producer),
President  and Chief  Executive  Officer  of The  Conference  Board,  Inc.  (international  economic  and  business
research) and a director of Lumbermens Mutual Casualty Company,  American Motorists  Insurance Company and American
Manufacturers Mutual Insurance Company.

Edward V. Regan, Trustee, Age: 71.
6803 South Tucson Way, Englewood, Colorado 80112
President,  Baruch College,  CUNY; a director of RBAsset (real estate manager);  a director of OffitBank;  formerly
Trustee,  Financial Accounting  Foundation (FASB and GASB); Senior Fellow of Jerome Levy Economics Institute,  Bard
College;  Chairman of Municipal  Assistance  Corporation  for the City of New York; New York State  Comptroller and
Trustee of New York State and Local Retirement Fund.

Russell S. Reynolds, Jr., Trustee, Age: 70.
6803 South Tucson Way, Englewood, Colorado 80112
Chairman of The Directorship Search Group, Inc. (corporate  governance  consulting and executive recruiting) (since
1993); a director of Professional  Staff Limited (a U.K.  temporary  staffing company) (since 1995); a life trustee
of International House (non-profit  educational  organization),  and a trustee of the Greenwich  Historical Society
(since 1996).

Clayton K. Yeutter, Trustee, Age: 71.
6803 South Tucson Way, Englewood, Colorado 80112
Of Counsel,  Hogan & Hartson (a law firm) (since  1993).  Other  directorships:  Caterpillar,  Inc.  (since  1993);
Zurich  Financial  Services  (since  1998);  ConAgra,  Inc.  (since 1993);  FMC  Corporation  (since  1993);  Texas
Instruments  Incorporated  (since 1993); and  Weyerhaeuser  Co. (since 1999);  formerly a director of Farmers Group
Inc. (1994-2000), Zurich Allied AG (1998-2000) and of Allied Zurich Pl.c (1998-2000).

Merrell Hora, Portfolio Manager, Vice President & Portfolio Manager, Age: 33
498 Seventh Avenue, New York, NY 10018.
Assistant  Vice  president  of the Manager  (since July 1999);  a  portfolio  manager of other  Oppenheimer  funds;
formerly a Senior  Quantitative  Analyst for the Fixed Income  Department's  Quantitative  Team (July 1998 - August
2000);  prior to joining the Manager in July 1998 he was a  quantitative  analyst with a subsidiary  of the Cargill
Financial  Services  Group  (January 1997 - September  1997) and also held numerous  positions at the University of
Minnesota from which he obtained his Ph.D in Economics.

Jerry A. Webman, Vice President and Portfolio Manager, Age: 52.
498 Seventh Avenue, New York, NY 10018.
Senior Vice President of the Manager (since February 1996) and of HarborView  Asset Management  Corporation  (since
May 1999); a portfolio manager of other Oppenheimer funds.

Brian W. Wixted, Treasurer and Principal Financial and Accounting Officer, Age: 43.
6803 South Tucson Way, Englewood, Colorado 80112
Senior Vice President and Treasurer (since March 1999) of the Manager of  OppenheimerFunds,  Inc.; Treasurer (since
March 1999) of HarbourView  Asset  Management  Corporation,  Shareholder  Services,  Inc.,  Oppenheimer  Real Asset
Management Corporation,  Shareholder Financial Services,  Inc. and Oppenheimer  Partnership Holdings,  Inc., of OFI
Private  Investments,  Inc.  (since  March  2000)  and  of  OppenheimerFunds  International  Ltd.  and  Oppenheimer
Millennium  Funds plc (since May 2000);  Treasurer  and Chief  Financial  Officer  (since May 2000) of PIMCO  Trust
Company;  Assistant  Treasurer  (since  March 1999) of  Oppenheimer  Acquisition  Corp.;  and of  Centennial  Asset
Management  Corporation;  an officer of other Oppenheimer  funds;  formerly  Principal and Chief Operating Officer;
Bankers Trust Company - Mutual Fund Services Division (March 1995 - March 1999).

Robert G. Zack, Secretary, Age: 53.
6803 South Tucson Way, Englewood, Colorado 80112
Senior Vice President  (since May 1985) and Acting General Counsel (since November 2001) of the Manager;  Assistant
Secretary of Shareholder  Services,  Inc. (since May 1985),  Shareholder  Financial Services,  Inc. (since November
1989);  OppenheimerFunds  International Ltd. and Oppenheimer  Millennium Funds plc (since October 1997); an officer
of other Oppenheimer funds.  Formerly Associate General Counsel (May 1981 - November 2001).

Robert J. Bishop, Assistant Treasurer, Age: 43.
6803 South Tucson Way, Englewood, Colorado 80112
Vice President of the  Manager/Mutual  Fund  Accounting  (since May 1996); an officer of other  Oppenheimer  funds;
formerly an Assistant  Vice  President of the  Manager/Mutual  Fund  Accounting  (April 1994 - May 1996) and a Fund
Controller of the Manager.

Scott T. Farrar, Assistant Treasurer, Age: 36. (DOB: 9/9/65)
6803 South Tucson Way, Englewood, Colorado 80112
Vice  President  of the  Manager/Mutual  Fund  Accounting  (since May 1996);  Assistant  Treasurer  of  Oppenheimer
Millennium Funds plc (since October 1997).

Denis R. Molleur, Assistant Secretary, Age: 44.
498 Seventh Avenue, New York, New York 10018
Vice  President  and Senior  Counsel of the  Manager  (since  July 1999);  an officer of other  Oppenheimer  funds;
formerly a Vice President and Associate Counsel of the Manager (September 1995 - July 1999).

Katherine P. Feld, Assistant Secretary, Age: 43.
498 Seventh Avenue, New York, New York 10018
Vice  President  and  Senior  Counsel  of the  Manager  (since  July  1999);  Vice  President  of  OppenheimerFunds
Distributor,  Inc.  (since  June  1990);  an officer of other  Oppenheimer  funds;  formerly a Vice  President  and
Associate Counsel of the Manager (June 1990 - July 1999).

Kathleen T. Ives, Assistant Secretary, Age: 36.
6803 South Tucson Way, Englewood, CO 80112
Vice  President and Assistant  Counsel of the Manager  (since June 1998);  an officer of other  Oppenheimer  funds;
formerly an  Assistant  Vice  President  and  Assistant  Counsel of the  Manager  (August  1997 - June  1998);  and
Assistant Counsel of the Manager (August 1994 - August 1997).

         |X|  Remuneration  of  Trustees.  The  officers of the Fund and one  Trustee of the Fund (Mr.  Murphy) who
are  affiliated  with the  Manager  receive  no salary or fee from the Fund.  The  remaining  Trustees  of the Fund
received  the  compensation  shown  below.  The  compensation  from the Fund was paid  during its fiscal year ended
September 30, 2001. The  compensation  from all of the New York-based  Oppenheimer  funds  (including the Fund) was
received as a director,  trustee or member of a committee  of the boards of those funds  during the  calendar  year
2001.

------------------------------------ -------------------------- ------------------------- ----------------------------
                                                                       Retirement                    Total
                                                                        Benefits                 Compensation
                                                                    Accrued as Part                from all
          Trustee's Name              Aggregate Compensation            of Fund           New York based Oppenheimer
        and Other Positions                 from Fund1                 Expenses 6              Funds (30 Funds)2
------------------------------------ -------------------------- ------------------------- ----------------------------
------------------------------------ -------------------------- ------------------------- ----------------------------
Leon Levy                                     $3,365                      None                     $173,700
Chairman
------------------------------------ -------------------------- ------------------------- ----------------------------
------------------------------------ -------------------------- ------------------------- ----------------------------
Robert G. Galli3                              $2,049                      None                     $202,886
Study Committee Member
------------------------------------ -------------------------- ------------------------- ----------------------------
------------------------------------ -------------------------- ------------------------- ----------------------------
Phillip A. Griffiths4                         $1,127                      None                     $ 54,889
Study Committee Chairman,
Audit Committee Member
------------------------------------ -------------------------- ------------------------- ----------------------------
------------------------------------ -------------------------- ------------------------- ----------------------------
Elizabeth B. Moynihan                         $2,049                      None                     $105,760

Study Committee Member
------------------------------------ -------------------------- ------------------------- ----------------------------
------------------------------------ -------------------------- ------------------------- ----------------------------
Kenneth A. Randall                            $1,879                      None                     $ 97,012
Audit Committee Chairman
------------------------------------ -------------------------- ------------------------- ----------------------------
------------------------------------ -------------------------- ------------------------- ----------------------------
Edward V. Regan                               $1,859                      None                     $ 95,960
Proxy Committee Chairman, Audit
Committee Member
------------------------------------ -------------------------- ------------------------- ----------------------------
------------------------------------ -------------------------- ------------------------- ----------------------------
Russell S. Reynolds, Jr.                      $1,391                      None                     $ 71,792

Proxy Committee Member
------------------------------------ -------------------------- ------------------------- ----------------------------
------------------------------------ -------------------------- ------------------------- ----------------------------
Trustee's Name                                                                                       Total
                                                                       Retirement
                                                                        Benefits                 Compensation
                                                                    Accrued as Part                from all
                                      Aggregate Compensation            of Fund           New York based Oppenheimer
and Other Positions                         from Fund1                 Expenses 6              Funds (30 Funds)2
------------------------------------ -------------------------- ------------------------- ----------------------------
------------------------------------ -------------------------- ------------------------- ----------------------------

Benjamin Lipstein                             $2,909                      None                     $150,152
------------------------------------ -------------------------- ------------------------- ----------------------------
------------------------------------ -------------------------- ------------------------- ----------------------------
Donald W. Spiro                               $1,241                      None                     $ 64,080

------------------------------------ -------------------------- ------------------------- ----------------------------
------------------------------------ -------------------------- ------------------------- ----------------------------
Clayton K. Yeutter5                           $1,391                      None                     $ 71,792

Proxy Committee Member
------------------------------------ -------------------------- ------------------------- ----------------------------
1.       Aggregate  compensation  includes  fees,  deferred  compensation,  if any, and  retirement  plan  benefits
     accrued for a Trustee or Director, if any. For the fiscal year-ended 9/30/01.
2.       For the 2001 calendar year.
3.       Total  compensation  for the 2001  calendar  year includes  $97,126  compensation  received for serving as
     Trustee or Director of 10 other Oppenheimer funds.
4.       Includes $1,127 deferred under Deferred Compensation Plan described below.
5.       Includes $348 deferred under Deferred Compensation Plan described below.
6.       Aggregate  compensation  includes  fees,  deferred  compensation,  if any, and  retirement  plan  benefits
     accrued for a Trustee.  No  retirement  benefit  expenses  were  accrued by the Fund for the fiscal year ended
     9/30/01.

|X| Retirement Plan for Trustees. The Fund has adopted a retirement plan that provides for payments to
retired Trustees. Payments are up to 80% of the average compensation paid during a Trustee's five (5) years of
service in which the highest compensation was received. A Trustee must serve as trustee for any of the New
York-based Oppenheimer funds for at least fifteen (15) years to be eligible for the maximum payment. Each
Trustee's retirement benefits will depend on the amount of the Trustee's future compensation and length of
service. Therefore the amount of those benefits cannot be determined at this time, nor can we estimate the number
of years of credited service that will be used to determine those benefits.

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

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

|X| Major Shareholders. As of January 3, 2002, the only persons who owned of record or who were known
by the Fund to own beneficially 5% or more of the Fund's outstanding Class A, Class B or Class C shares were:

Merrill Lynch Pierce Fenner & Smith Inc. (which advised the Fund that such shares were held beneficially
for its customers); Attn. Fund Admin/#97A90, 4800 Deer Lake Drive East, Floor 3, Jacksonville, FL 32246,
which owned 339,189.712 Class B shares (approximately 9.90% of the Class B shares then outstanding) and
95,332.131 Class C shares (approximately 13.91% of the Class C shares then outstanding).

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

The portfolio manager of the Fund is principally responsible for the day-to-day management of the Fund's
investment portfolio. Other members of the Manager's fixed-income portfolio department, provide the Fund's
portfolio manager with research and support in managing the Fund's portfolio.

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

The Code of Ethics is an exhibit to the Fund's registration statement filed with the Securities and
Exchange Commission and can be reviewed and copied at the SEC's Public Reference Room in Washington, D.C. You
can obtain information about the hours of operation of the Public Reference Room by calling the SEC at
1.202.942.8090. The Code of Ethics can also be viewed as part of the Fund's registration statement on the
SEC's EDGAR database at the SEC's Internet website at http://www.sec.gov. Copies may be obtained, after paying
a duplicating fee, by electronic request at the following E-mail address: publicinfo@sec.gov., or by writing
to the SEC's Public Reference Section, Washington, D.C. 20549-0102.

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

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

------------------------------------- ------------------------------------------------------------------------
       Fiscal Year Ended 9/30                      Management Fee Paid to OppenheimerFunds, Inc.
------------------------------------- ------------------------------------------------------------------------
------------------------------------- ------------------------------------------------------------------------
                1999                                                $3,690,468
------------------------------------- ------------------------------------------------------------------------
------------------------------------- ------------------------------------------------------------------------
                2000                                                $3,186,686
------------------------------------- ------------------------------------------------------------------------
------------------------------------- ------------------------------------------------------------------------
                2001                                                $3,114,056
------------------------------------- ------------------------------------------------------------------------

The investment advisory agreement states that in the absence of willful misfeasance, bad faith, gross
negligence in the performance of its duties, or reckless disregard for its obligations and duties under the
investment advisory agreement, the Manager is not liable for any loss the Fund sustains for any investment,
adoption of any investment policy, or the purchase, sale or retention of any security. The agreement permits the
Manager to act as investment adviser for any other person, firm or corporation and to use the name "Oppenheimer"
in connection with other investment companies for which it may act as investment adviser or general distributor.
If the Manager shall no longer act as investment adviser to the Fund, the Manager may withdraw the Fund's right
to use the name "Oppenheimer" as part of its name.

For the most recent renewal of the Fund's investment advisory agreement in December 2001, the board considered,
with its counsel: (i) the quality and extend of the services to be provided to the Fund by the Manager; (ii) the
depth of organization, expertise and experience of the Manager; (iii) the financial resources of the Manager;
(iv) the ability of the Manager to retain and attract qualified personnel; (v) the performance of assets managed
by the Manager in the Fund's investment style; (vi) benefits derived by the Manager from its relationship with
the Fund, including receipt of tangible and intangible research by allocating the Fund's brokerage per section
28(e) of the Securities Exchange Act of 1934; and (vii) the overall experience and reputation of the Manager in
providing such services to investment companies. In addition, the Board reviewed and discussed the terms and
conditions of the investment advisory agreement. Based upon its review, the Board of Trustees concluded that the
terms of the Fund's investment advisory agreement are reasonable, fair and in the best interests of the Fund and
its shareholders, and that the fees provided therein are fair and reasonable in light of the usual and customary
charges made by others for services of the same nature and quality.

Brokerage Policies of the Fund

Brokerage Provisions of the Investment Advisory Agreement. One of the duties of the Manager under the investment
advisory agreement is to buy and sell portfolio securities for the Fund. The investment advisory agreement
allows the Manager to use broker-dealers to effect the Fund's portfolio transactions. Under the agreement, the
Manager may employ those broker-dealers (including "affiliated" brokers, as that term is defined in the
Investment Company Act) that, the Manager thinks in its best judgment based on all relevant factors, will
implement the Fund's policy to obtain, at reasonable expense, the "best execution" of portfolio transactions.
"Best execution" refers to prompt and reliable execution at the most favorable price obtainable. The Manager need
not seek competitive commission bidding. However, the Manager is expected to minimize the commissions paid to the
extent consistent with the interest and policies of the Fund as established by its Board of Trustees.
Under the investment advisory agreement, the Manager may select brokers that provide brokerage and/or
research services for the Fund and/or the other accounts over which the Manager or its affiliates have investment
discretion. The commissions paid to such brokers may be higher than another qualified broker would charge, if
the Manager makes a good faith determination that the commission is fair and reasonable in relation to the
services provided. Subject to those other considerations, as a factor in selecting brokers for the Fund's
portfolio transactions, the Manager may also consider sales of shares of the Fund and other investment companies
managed by the Manager or its affiliates.

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

Most securities purchases made by the Fund are in principal transactions at net prices. The Fund usually
deals directly with the selling or purchasing principal or market maker without incurring charges for the
services of a broker on its behalf unless the Manager determines that a better price or execution may be obtained
by using the services of a broker. Therefore, the Fund does not incur substantial brokerage costs. Portfolio
securities purchased from underwriters include a commission or concession paid by the issuer to the underwriter
in the price of the security. Portfolio securities purchased from dealers include a spread between the bid and
asked price.

The Fund seeks to obtain prompt execution of orders at the most favorable net prices. In an option
transaction, the Fund ordinarily uses the same broker for the purchase or sale of the option and any transaction
in the investment to which the option relates.

Other funds advised by the Manager have investment objectives and policies similar to those of the
Fund. Those other funds may purchase or sell the same securities as the Fund at the same time as the Fund, which
could affect the supply and price of the securities. When possible, the Manager tries to combine concurrent
orders to purchase or sell the same security by more than one of the accounts managed by the Manager or its
affiliates. The transactions under those combined orders are averaged as to price and allocated in accordance
with the purchase or sale orders actually placed for each account.

The investment advisory agreement permits the Manager to allocate brokerage for research services. The
research services provided by a particular broker may be useful only to one or more of the advisory accounts of
the Manager and its affiliates. Investment research received by the Manager for the commissions paid by those
other accounts may be useful both to the Fund and one or more of the Manager's 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. Investment research services include information and analysis on particular companies and
industries as well as market or economic trends and portfolio strategy, market quotations for portfolio
evaluations, information systems, computer hardware and similar products and services. If a research service
also assists the Manager in a non-research capacity (such as bookkeeping or other administrative functions), then
only the percentage or component that provides assistance to the Manager in the investment decision-making
process may be paid in commission dollars.
The Board permits the Manager to use stated commissions on secondary fixed-income agency trades to
obtain research if the broker represents to the Manager that: (i) the trade is not from or for the broker's own
inventory, (ii) the trade was executed by the broker on an agency basis at the stated commission, and (iii) the
trade is not a riskless principal transaction. The Board of Trustees permits the Manager to use concessions on
fixed-price offerings to obtain research, in the same manner as is permitted for agency transactions.

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

Distribution and Service Plans

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

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

 ------------- ------------------ -------------------- ------------------- ------------------- -------------------
  Fiscal Year   Aggregate          Class A Front-End    Commissons on       Comissions on       Comissions on
                Front-End Sales    Sales Charges        Class A Shares      Class B Shares      Class C Shares
                Charges on Class   Retained by          Advanced by         Advanced by         Advanced by
  Ended 9/30:   A Shares           Distributor2         Distributor1        Distributor1        Distributor1
  ------------- ------------------ -------------------- ------------------- ------------------- -------------------
  ------------- ------------------ -------------------- ------------------- ------------------- -------------------
      1999          $ 572,576           $116,793             $38,094             $351,127            $22,047
  ------------- ------------------ -------------------- ------------------- ------------------- -------------------
  ------------- ------------------ -------------------- ------------------- ------------------- -------------------
      2000          $ 335,490           $ 68,368             $ 1,081             $164,076            $15,900
  ------------- ------------------ -------------------- ------------------- ------------------- -------------------
  ------------- ------------------ -------------------- ------------------- ------------------- -------------------
      2001          $ 486,206           $102,243             $23,462             $320,311            $27,439
  ------------- ------------------ -------------------- ------------------- ------------------- -------------------
1.       The  Distributor  advances  concession  payments to dealers  for  certain  sales of Class A shares and for
     sales of Class B and Class C shares from its own resources at the time of sale.
2.       Includes amounts retained by a broker-dealer that is an affiliate or a parent of the distributor.

  ---------------------------- ----------------------------- --------------------------- ---------------------------
          Fiscal Year               Class A Contingent           Class B Contingent          Class C Contingent
                                      Deferred Sales               Deferred Sales              Deferred Sales
                                   Charges Retained by          Charges Retained by         Charges Retained by
          Ended 9/30:                  Distributor                  Distributor                 Distributor
  ---------------------------- ----------------------------- --------------------------- ---------------------------
  ---------------------------- ----------------------------- --------------------------- ---------------------------
             2001                          $311                       $88,638                      $1,674
  ---------------------------- ----------------------------- --------------------------- ---------------------------

Distribution  and Service Plans.  The Fund has adopted a Service Plan for its Class A shares and  Distribution  and
Service  Plans for its Class B and Class C shares  under Rule 12b-1 of the  Investment  Company  Act.  Under  those
plans,  the Fund makes payments to the  Distributor in connection  with the  distribution  and/or  servicing of the
shares of the particular class.

         The Manager may use profits from the  advisory  fee it receives  from the Fund.  The  Distributor  and the
Manager may, in their sole  discretion,  increase or decrease the amount of payments  they make to plan  recipients
from their own resources.

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

         The Board and the  Independent  Trustees  must approve all material  amendments to a plan. An amendment to
increase  materially  the amount of  payments to be made under the plan must be  approved  by  shareholders  of the
class affected by the  amendment.  Because Class B shares  automatically  convert into Class A shares after six (6)
years,  the Fund must obtain the approval of both Class A and Class B shareholders  for an amendment to the Class A
plan that would materially increase the amount to be paid under that plan.

         While the plans are in effect,  the Treasurer of the Fund shall provide  separate  written  reports on the
plans to the Fund's Board of Trustees at least  quarterly  for its review.  The reports  shall detail the amount of
all payments  made under a plan,  the purpose for which the payments  were made and the identity of each  recipient
of a  payment.   The report on the Class B and Class C plans  shall also  include  the  Distributor's  distribution
costs for the  quarter.  Those  reports are subject to the review and approval of the  Independent  Trustees in the
exercise of their fiduciary duty.

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

         Under the  plans  for a class,  no  payment  will be made to any  recipient  in any  quarter  in which the
aggregate  net asset  value of all Fund  shares of that class held by the  recipient  for itself and its  customers
does  not  exceed  a  minimum  amount,  if any,  that  may be set from  time to time by a  majority  of the  Fund's
Independent  Trustees.  Initially,  the Board of Trustees has set the fees at the maximum  rate  allowed  under the
plans and has set no minimum asset amount needed to qualify for payments.

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

         For the  fiscal  year  ended  September  30,  2001,  payments  under the Plan for  Class A shares  totaled
$1,236,382  which  was paid by the  Distributor  to  recipients.  That  included  $20,246  to an  affiliate  of the
Distributor.  Any unreimbursed  expenses the Distributor  incurs with respect to Class A shares for any fiscal year
may not be recovered in subsequent  years.  The  Distributor  may not use payments  received under the Class A plan
to pay any of its interest expenses, carrying charges, other financial costs, or allocation of overhead.

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

         The Class B and Class C plans permit the  Distributor  to retain both the  asset-based  sales  charges and
the service fee on shares or to pay recipients the service fee on a quarterly  basis,  without  payment in advance.
However,  the  Distributor  presently  intends to pay  recipients  the service fee on Class B and Class C shares in
advance  for the first  year the  shares  are  outstanding.  After the  first  year  shares  are  outstanding,  the
Distributor makes service fee payments quarterly on those shares. The
advance  payment is based on the net asset value of shares  sold.  Shares  purchased by exchange do not qualify for
an advance  service  fee  payment.  If Class B or Class C shares  are  redeemed  during the first year after  their
purchase,  the recipient of the service fees on those shares will be obligated to repay the  Distributor a pro rata
portion of the advance payment made on those shares.

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

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

 --------------------------------------------------------------------------------------------------------------------
                     Distribution Fees Paid to the Distributor in the Fiscal Year Ended 9/30/01
 --------------------------------------------------------------------------------------------------------------------
 ------------------- --------------------- ------------------------ ------------------------ ------------------------
 Class:              Total Payments        Amount Retained by       Distributor's            Distributor's
                                                                                             Unreimbursed Expenses
                                                                    Aggregate Unreimbursed   as % of Net Assets of
                     Under Plan            Distributor              Expenses Under Plan      Class
 ------------------- --------------------- ------------------------ ------------------------ ------------------------
 ------------------- --------------------- ------------------------ ------------------------ ------------------------
 Class B Plan        $480,893              $374,384                 $1,585,286                        3.41%
 ------------------- --------------------- ------------------------ ------------------------ ------------------------
 ------------------- --------------------- ------------------------ ------------------------ ------------------------
 Class C Plan        $ 69,680              $  17,585                $    128,129                      1.55%
 ------------------- --------------------- ------------------------ ------------------------ ------------------------

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

Performance of the Fund

Explanation  of Performance  Terminology.  The Fund uses a variety of terms to illustrate  its  performance.  These
terms include  "standardized  yield,"  "tax-equivalent  yield,"  "dividend  yield,"  "average annual total return,"
"cumulative  total  return,"  "average  annual  total  return at net asset  value" and  "total  return at net asset
value." An  explanation  of how yields and total returns are  calculated is set forth below.  The charts below show
the Fund's  performance  as of its most recent fiscal year end. You can obtain current  performance  information by
calling the Fund's  Transfer  Agent at  1.800.525.7048  or by visiting  the  OppenheimerFunds  Internet  website at
www.oppenheimerfunds.com.

         The  Fund's  illustrations  of its  performance  data in  advertisements  must  comply  with  rules of the
Securities and Exchange  Commission.  Those rules  describe the types of performance  data that may be used and how
it is to be  calculated.  In  general,  any  advertisement  by the Fund of its  performance  data must  include the
average  annual total returns for the advertised  class of shares of the Fund.  Those returns must be shown for the
1, 5 and  10-year  periods  (or the life of the  class,  if less)  ending as of the most  recently  ended  calendar
quarter prior to the  publication  of the  advertisement  (or its  submission  for  publication).  Certain types of
yields may also be shown, provided that they are accompanied by standardized average annual total returns.


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

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

         |X|  Yields.  The Fund uses a variety of different  yields to illustrate its current  returns.  Each class
of shares calculates its yield separately because of the different expenses that affect each class.

              |_| Standardized  Yield. The "standardized  yield"  (sometimes  referred to just as "yield") is shown
for a class of shares for a stated  thirty (30) day  period.  It is not based on actual  distributions  paid by the
Fund to  shareholders  in the thirty (30) day period,  but is a  hypothetical  yield based upon the net  investment
income from the Fund's  portfolio  investments for that period.  It may therefore  differ from the "dividend yield"
for the same class of shares, described below.

         Standardized  yield  is  calculated  using  the  following  formula  set  forth in  rules  adopted  by the
Securities  and  Exchange  Commission,  designed to assure  uniformity  in the way that all funds  calculate  their
yields:
                                STANDARDIZED YIELD = 2 (A-B + 1)-1
                                                        ---
                                                        C D

         The symbols above represent the following factors:
         a =   dividends and interest earned during the thirty (30) day period.
         b =   expenses accrued for the period (net of any expense assumptions).
         c =   the  average  daily  number of shares of that class  outstanding  during the thirty  (30) day period
                that were entitled to receive dividends.
         d =   the  maximum  offering  price per share of that class on the last day of the  period,  adjusted  for
                undistributed net investment income.
         The  standardized  yield for a  particular  thirty  (30) day period  may  differ  from the yield for other
periods.  The SEC formula  assumes that the  standardized  yield for a thirty (30) day period  occurs at a constant
rate for a six (6) month period and is  annualized at the end of the six (6) month  period.  Additionally,  because
each class of shares is subject to  different  expenses,  it is likely that the  standardized  yields of the Fund's
classes of shares will differ for any thirty (30) day period.

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

                                    Dividend Yield = Dividends paid x 12
                                                    --------------------------
                                                    Maximum Offering Price (Payment date).

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

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

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

         The  tax-equivalent  yield may be used to compare  the tax  effects of income  derived  from the Fund with
income from taxable  investments at the tax rates stated.  Your tax bracket is determined by your Federal and state
taxable  income (the net amount  subject to Federal and state  income tax after  deductions  and  exemptions).  The
tax-equivalent  yield table  assumes that the  investor is taxed at the highest  bracket,  regardless  of whether a
switch to non-taxable investments would cause a lower bracket to apply.

------------------------------------------------------------------------------------------------------------------------------
                                   The Fund's Yields for the 30-Day Periods Ended 9/30/01
------------------------------------------------------------------------------------------------------------------------------
-------------- ------------------------------------ ------------------------------------ -------------------------------------
Class of               Standardized Yield                     Dividend Yield                 Tax-Equivalent Yield (43.74%
Shares                                                                                      Combined Federal/New York Tax
                                                                                                       Bracket)
-------------- ------------------------------------ ------------------------------------ -------------------------------------
-------------- ----------------- ------------------ ------------------ ----------------- ------------------ ------------------
               Without Sales     After Sales        Without Sales      After Sales       Without Sales      After Sales
               Charge (NAV)      Charge (MOP)       Charge(NAV)        Charge(MOP)       Charge(NAV)        Charge(MOP)
-------------- ----------------- ------------------ ------------------ ----------------- ------------------ ------------------
-------------- ----------------- ------------------ ------------------ ----------------- ------------------ ------------------
Class A             4.67%              4.45%              5.13%             4.89%              8.30%              7.91%
-------------- ----------------- ------------------ ------------------ ----------------- ------------------ ------------------
-------------- ----------------- ------------------ ------------------ ----------------- ------------------ ------------------
Class B             3.89%               N/A               4.39%              N/A               6.91%               N/A
-------------- ----------------- ------------------ ------------------ ----------------- ------------------ ------------------
-------------- ----------------- ------------------ ------------------ ----------------- ------------------ ------------------
Class C             3.89%               N/A               4.39%              N/A               6.91%               N/A
-------------- ----------------- ------------------ ------------------ ----------------- ------------------ ------------------

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

         In  calculating  total  returns  for Class A  shares,  the  current  maximum  sales  charge of 4.75% (as a
percentage  of the  offering  price) is deducted  from the  initial  investment  ("P")  (unless the return is shown
without sales charge,  as described  below).  For Class B shares,  payment of the  applicable  contingent  deferred
sales  charge is applied,  depending on the period for which the return is shown:  5.0% in the first year,  4.0% in
the  second  year,  3.0% in the third and fourth  years,  2.0% in the fifth  year,  1.0% in the sixth year and none
thereafter.  For Class C shares,  the 1% contingent  deferred  sales charge is deducted for returns for the one (1)
year period.

              |_| 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 - 1 = AVERAGE ANNUAL TOTAL RETURN
                                       --------
                                           P


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


                                        ERV - P = TOTAL RETURN
                                     -----------
                                           P

              |_| Total  Returns at Net Asset Value.  From time to time the Fund may also quote a cumulative  or an
average annual total return "at net asset value"  (without  deducting  sales charges) for Class A, Class B or Class
C shares.  Each is based on the  difference  in net  asset  value  per  share at the  beginning  and the end of the
period  for a  hypothetical  investment  in that  class of shares  (without  considering  front-end  or  contingent
deferred sales charges) and takes into consideration the
reinvestment of dividends and capital gains distributions.

----------------------------------------------------------------------------------------------------------------------
                               The Fund's Total Returns for the Periods Ended 9/30/01
----------------------------------------------------------------------------------------------------------------------
----------------- ------------------------ ---------------------------------------------------------------------------
Class of Shares      Cumulative Total                             Average Annual Total Returns
                   Returns (10 years or
                      life of class)
----------------- ------------------------ ---------------------------------------------------------------------------
----------------- ------------------------ ----------------------- ------------------------- -------------------------
                                                   1-Year                  5-Years                   10-Years
                                                                      (or life of class)        (or life of class)
----------------- ------------------------ ----------------------- ------------------------- -------------------------
----------------- ------------ ----------- ---------- ------------ ------------ ------------ ------------ ------------
                     After     Without     After        Without       After       Without       After       Without
                     Sales     Sales       Sales         Sales        Sales        Sales        Sales        Sales
                    Charge       Charge     Charge      Charge       Charge       Charge       Charge       Charge
                     (MOP)       (NAV)       (MOP)       (NAV)        (MOP)        (NAV)        (MOP)        (NAV)
----------------- ------------ ----------- ---------- ------------ ------------ ------------ ------------ ------------
----------------- ------------ ----------- ---------- ------------ ------------ ------------ ------------ ------------
Class A             76.25%1     85.03%1      4.56%       9.77%        4.75%        5.77%        5.83%        6.35%
----------------- ------------ ----------- ---------- ------------ ------------ ------------ ------------ ------------
----------------- ------------ ----------- ---------- ------------ ------------ ------------ ------------ ------------
Class B             49.01%2     49.01%2      3.94%       8.94%        4.65%        4.98%        4.76%        4.76%
----------------- ------------ ----------- ---------- ------------ ------------ ------------ ------------ ------------
----------------- ------------ ----------- ---------- ------------ ------------ ------------ ------------ ------------
Class C             36.18%3     36.18%3      8.03%       9.03%        4.98%        4.98%        5.20%        5.20%
----------------- ------------ ----------- ---------- ------------ ------------ ------------ ------------ ------------
1. Inception of Class A:   8/16/84.
2. Inception of Class B:   3/1/93.  Because  Class B shares  convert  to Class A shares 72 months  after  purchase,
   the life of class return for Class B uses Class A performance for the period after conversion.
3. Inception of Class C:   8/29/95.

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

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

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

Morningstar proprietary star rankings reflect historical risk-adjusted total investment return. For each
fund with at least a three-year history, Morningstar calculates a Morningstar RatingTM metric each month by
subtracting the return on a 90-day U.S. Treasury Bill from the fund's load-adjusted return for the same period,
and then adjusting this excess return for risk. The top 10% of funds in each broad asset class receive 5 stars,
the next 22.5% receive 4 stars, the next 35% receive 3 stars, the next 22.5% receive 2 stars and the bottom 10%
receive 1 star. The Overall Morningstar Rating for a fund is derived from a weighted average of the performance
figures associated with its three-, five- and ten-year (if applicable) Morningstar Ratings metrics.

The Fund may also compare its performance to that of other funds in its Morningstar category. In
addition to its star rankings, Morningstar also categorizes and compares a fund's three (3) year performance
based on Morningstar's classification of the fund's investments and investment style, rather than how a fund
defines its investment objective. Morningstar's four broad categories (domestic equity, international equity,
municipal bond and taxable bond) are each further subdivided into categories based on types of investments and
investment styles. Those comparisons by Morningstar are based on the same risk and return measurements as its
star rankings but do not consider the effect of sales charges.

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

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

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

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

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

How to Buy Shares

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

AccountLink. When shares are purchased through AccountLink, each purchase must be at least $25. Shares will be
purchased on the regular business day the Distributor is instructed to initiate the Automated Clearing House
("ACH") transfer to buy the shares. Dividends will begin to accrue on shares purchased with the proceeds of ACH
transfers on the business day the Fund receives Federal Funds for the purchase through the ACH system before the
close of The New York Stock Exchange. The Exchange normally closes at 4:00 P.M., but may close earlier on certain
days. If Federal Funds are received on a business day after the close of the Exchange, the shares will be
purchased and dividends will begin to accrue on the next regular business day. The proceeds of ACH transfers are
normally received by the Fund three (3) days after the transfers are initiated. The Distributor and the Fund are
not responsible for any delays in purchasing shares resulting from delays in ACH transmissions.

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

|X| Right of Accumulation. To qualify for the lower sales charge rates that apply to larger purchases
of Class A shares, you and your spouse can add together:
o Class A and Class B shares you purchase for your individual accounts, or for your joint accounts,
or for trust or custodial accounts on behalf of your children who are minors, and
o Current purchases of Class A and Class B shares of the Fund and other Oppenheimer funds to reduce
the sales charge rate that applies to current purchases of Class A shares, and
o Class A and Class B shares of Oppenheimer funds you previously purchased subject to an initial or
contingent deferred sales charge to reduce the sales charge rate for current purchases of Class A
shares, provided that you still hold your investment in one of the Oppenheimer funds.

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

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

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

And the following money market funds:

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

1"OSM" stands for Oppenheimer Select Managers

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

Letters of Intent. Under a Letter of Intent, if you purchase Class A shares or Class A and Class B shares of the
Fund and other Oppenheimer funds during a thirteen (13) month period, you can reduce the sales charge rate that
applies to your purchases of Class A shares. The total amount of your intended purchases of both Class A and
Class B shares will determine the reduced sales charge rate for the Class A shares purchased during that period.
You can include purchases made up to ninety (90) days before the date of the Letter.

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

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

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

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

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

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

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

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

3. If, at the end of the thirteen (13) month Letter of Intent period the total purchases pursuant to
the Letter are less than the intended purchase amount specified in the Letter, the investor must remit to the
Distributor an amount equal to the difference between the dollar amount of sales charges actually paid and the
amount of sales charges which would have been paid if the total amount purchased had been made at a single time.
That sales charge adjustment will apply to any shares redeemed prior to the completion of the Letter. If the
difference in sales charges is not paid within twenty (20) days after a request from the Distributor or the
dealer, the Distributor will, within sixty (60) days of the expiration of the Letter, redeem the number of
escrowed shares necessary to realize such difference in sales charges. Full and fractional shares remaining
after such redemption will be released from escrow. If a request is received to redeem escrowed shares prior to
the payment of such additional sales charge, the sales charge will be withheld from the redemption proceeds.

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

5. The shares eligible for purchase under the Letter (or the holding of which may be counted toward
completion of a Letter) include:
(a) Class A shares sold with a front-end sales charge or subject to a Class A contingent deferred sales
charge,
(b) Class B shares of other Oppenheimer funds acquired subject to a contingent deferred sales charge, and
(c) Class A or Class B shares acquired by exchange of either (1) Class A shares of one of the other
Oppenheimer funds that were acquired subject to a Class A initial or contingent deferred sales
charge or (2) Class B shares of one of the other Oppenheimer funds that were acquired subject
to a contingent deferred sales charge.
6. Shares held in escrow hereunder will automatically be exchanged for shares of another fund to
which an exchange is requested, as described in the section of the Prospectus entitled "How to Exchange Shares"
and the escrow will be transferred to that other fund.

Asset Builder Plans. To establish an Asset Builder Plan to buy shares directly from a bank account, you must
enclose a check (the minimum is $25) for the initial purchase with your application. 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 retirements
accounts. Asset Builder Plans also enable shareholders of Oppenheimer Cash Reserves to use their fund account to
make monthly automatic purchases of shares of up to four (4) other Oppenheimer funds.

If you make payments from your bank account to purchase shares of the Fund, your bank account will be
debited automatically. Normally the debit will be made two (2) business days prior to the investment dates
selected on your Application. Neither the Distributor, the Transfer Agent nor the Fund shall be responsible for
any delays in purchasing shares that result from delays in ACH transmissions.

Before you establish Asset Builder payments, you should obtain a prospectus of the selected fund(s) from
your financial advisor (or the Distributor) and request an application from the Distributor. Complete the
application and return it. You may change the amount of your Asset Builder payment or you can terminate these
automatic investments at any time by writing to the Transfer Agent. The Transfer Agent requires a reasonable
period (approximately ten (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 value of the
Fund's shares on the cancellation date is less than on the purchase date. That loss is equal to the amount of the
decline in the net asset value per share multiplied by the number of shares in the purchase order. The investor
is responsible for that loss. If the investor fails to compensate the Fund for the loss, the Distributor will do
so. The Fund may reimburse the Distributor for that amount by redeeming shares from any account registered in
that investor's name, or the Fund or the Distributor may seek other redress.

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

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

The Distributor will not accept any order in the amount of $500,000 or more for Class B shares or $1
million or more for Class C shares on behalf of a single investor (not including dealer "street name" or omnibus
accounts). That is because generally it will be more advantageous for that investor to purchase Class A shares of
the Fund.

|X| Class B Conversion. Under current interpretations of applicable federal income tax law by the Internal
Revenue Service, the conversion of Class B shares to Class A shares after six (6) years is not treated as a
taxable event for the shareholder. If those laws or the IRS interpretation of those laws should change, the
automatic conversion feature may be suspended. In that event, no further conversions of Class B shares would
occur while that suspension remained in effect.

Although Class B shares could then be exchanged for Class A shares on the basis of relative net asset
value of the two classes, without the imposition of a sales charge or fee, such exchange could constitute a
taxable event for the shareholder, and absent such exchange, Class B shares might continue to be subject to the
asset-based sales charge for longer than six (6) years.

|X| Allocation of Expenses. The Fund pays expenses related to its daily operations, such as custodian
fees, trustees' fees, transfer agency fees, legal fees and auditing costs. Those expenses are paid out of the
Fund's assets and are not paid directly by shareholders. However, those expenses reduce the net asset value 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 (2) types of expenses. General expenses that do not pertain specifically to any one class
are allocated pro rata to the shares of all classes. The allocation is based on the percentage of the Fund's
total assets that is represented by the assets of each class, and then equally to each outstanding share within a
given class. Such general expenses include management fees, legal, bookkeeping and audit fees, printing and
mailing costs of shareholder reports, Prospectuses, Statements of Additional Information and other materials for
current shareholders, fees to unaffiliated Trustees, custodian expenses, share issuance costs, organization and
start-up costs, interest, taxes and brokerage commissions, and non-recurring expenses, such as litigation costs.

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

Determination of Net Asset Values Per Share. The net asset values per share of each class of shares of the Fund
are determined as of the close of business of The New York Stock Exchange on each day that the Exchange is open.
It is done by dividing the value of the Fund's net assets attributable to that class by the number of shares of
that class that are outstanding. The Exchange normally closes at 4:00 P.M., New York time, but may close earlier
on some other days (for example, in case of weather emergencies or on days falling before a holiday). The
Exchange's most recent annual announcement (which is subject to change) states that it will close on New Year's
Day, Martin Luther King, Jr. Day, Presidents' Day, Good Friday, Memorial Day, Independence Day, Labor Day,
Thanksgiving Day and Christmas Day. It may also close on other days. Because the Fund's net asset values will
not be calculated on those days, the Fund's net asset values per share may be significantly affected on such days
when shareholders may not purchase or redeem shares.

Dealers other than Exchange members may conduct trading in municipal securities on days on which the
Exchange is closed (including weekends and holidays) or after 4:00 P.M. on a regular business day. The Fund's net
asset values will not be calculated on those days, and the values of some of the Fund's portfolio securities may
change significantly on those days when shareholders may not purchase or redeem shares.

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

o Long-term debt securities having a remaining maturity in excess of sixty (60) days are valued based
on the mean between the "bid" and "asked" prices determined by a portfolio pricing service approved by the Fund's
Board of Trustees or obtained by the Manager from two active market makers in the security on the basis of
reasonable inquiry.
o The following securities are valued at the mean between the "bid" and "asked" prices determined by
a pricing service approved by the Fund's Board of Trustees or obtained by the Manager from two active market
makers in the security on the basis of reasonable inquiry:
(1) debt instruments that have a maturity of more than 397 days when issued,
(2) debt instruments that had a maturity of 397 days or less when issued and have a remaining maturity of
more than sixty (60) days, and
(3) non-money market debt instruments that had a maturity of 397 days or less when issued and which have a
remaining maturity of sixty (60) days or less.
o The following securities are valued at cost, adjusted for amortization of premiums and accretion of
discounts:
(1) money market debt securities held by a non-money market fund that had a maturity of less than 397 days
when issued that have a remaining maturity of sixty (60) days or less, and
(2) debt instruments held by a money market fund that have a remaining maturity of 397 days or less.
o Securities not having readily-available market quotations are valued at fair value determined under
the Board's procedures.

If the Manager is unable to locate two market makers willing to give quotes, a security may be priced at
the mean between the "bid" and "asked" prices provided by a single active market maker (which in certain cases
may be the "bid" price if no "asked" price is available).

In the case of municipal securities, when last sale information is not generally available, the Manager
may use pricing services approved by the Board of Trustees. The pricing service may use "matrix" comparisons to
the prices for comparable instruments on the basis of quality, yield, and maturity. Other special factors may be
involved (such as the tax-exempt status of the interest paid by municipal securities). The Manager will monitor
the accuracy of the pricing services. That monitoring may include comparing prices used for portfolio valuation
to actual sales prices of selected securities.
Puts, calls, interest rate futures and municipal bond index futures are valued at the last sale price on
the principal exchange on which they are traded or on NASDAQ, as applicable, as determined by a pricing service
approved by the Board of Trustees or by the Manager. If there were no sales that day, they shall be valued at
the last sale price on the preceding trading day if it is within the spread of the closing "bid" and "asked"
prices on the principal exchange or on NASDAQ on the valuation date. If not, the value shall be the closing bid
price on the principal exchange or on NASDAQ on the valuation date. If the put, call or future is not traded on
an exchange or on NASDAQ, it shall be valued by the mean between "bid" and "asked" prices obtained by the Manager
from two active market makers. In certain cases that may be at the "bid" price if no "asked" price is available.

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

How to Sell Shares

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

CHECKWRITING. When a check is presented to the Fund's 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 to receive 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 listed on the check or at the Fund's
custodian bank. That 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 such 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.

Reinvestment Privilege. Within six (6) months of a redemption, a shareholder may reinvest all or part of the
redemption proceeds of :

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

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

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

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

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

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

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

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

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

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

Automatic Withdrawal and Exchange Plans. Investors owning shares of the Fund valued at $5,000 or more can
authorize the Transfer Agent to redeem shares (having a value of at least $50) automatically on a monthly,
quarterly, semi-annual or annual basis under an Automatic Withdrawal Plan. Shares will be redeemed three (3)
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 thirty (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 (3) business days before the payment transmittal date you
select in the Account Application. If a contingent deferred sales charge applies to the redemption, the amount of
the check or payment will be reduced accordingly.

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

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

|X| Automatic Exchange Plans. Shareholders can authorize the Transfer Agent to exchange a
pre-determined amount of shares of the Fund for shares (of the same class) of other Oppenheimer funds
automatically on a monthly, quarterly, semi-annual or annual basis under an Automatic Exchange Plan. The minimum
amount that may be exchanged to each other fund account is $25. Instructions should be provided on the
OppenheimerFunds Application or signature-guaranteed instructions. Exchanges made under these plans are subject
to the restrictions that apply to exchanges as set forth in "How to Exchange Shares" in the Prospectus and below
in this Statement of Additional Information.

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

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

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

Shares will be redeemed to make withdrawal payments at the net asset value per share determined on the
redemption date. Checks or AccountLink payments representing the proceeds of Plan withdrawals will normally be
transmitted three (3) 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 (2) weeks' time after mailing such notification for the
requested change to be put in effect. The Planholder may, at any time, instruct the Transfer Agent by written
notice to redeem all, or any part of, the shares held under the Plan. That notice must be in proper form in
accordance with the requirements of the then-current Prospectus of the Fund. In that case, the Transfer Agent
will redeem the number of shares requested at the net asset value per share in effect and will mail a check for
the proceeds to the Planholder.

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

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

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

How to Exchange Shares

As stated in the Prospectus, shares of a particular class of Oppenheimer funds having more than one
class of shares may be exchanged only for shares of the same class of other Oppenheimer funds. Shares of
Oppenheimer funds that have a single class without a class designation are deemed "Class A" shares for this
purpose. You can obtain a current list showing which funds offer which classes by calling the Distributor at
1.800.525.7048.

o All of the Oppenheimer funds currently offer Class A, B and C shares except Oppenheimer Money Market
Fund, Inc., Centennial Money Market Trust, Centennial Tax Exempt Trust, Centennial Government Trust,
Centennial New York Tax Exempt Trust, Centennial California Tax Exempt Trust, and Centennial America
Fund, L.P., which only offer Class A 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 OppenheimerFunds-sponsored
401(k) plans.
o Only certain Oppenheimer funds currently offer Class Y shares. Class Y shares of Oppenheimer Real Asset
Fund may not be exchanged for shares of any other fund.
o Class M shares of Oppenheimer Convertible Securities Fund may be exchanged only for Class A shares of
other Oppenheimer funds. They may not be acquired by exchange of shares of any class of any other
Oppenheimer funds except Class A shares of Oppenheimer Money Market Fund or Oppenheimer Cash Reserves
acquired by exchange of Class M shares.
o Class A shares of Oppenheimer Senior Floating Rate Fund are not available by exchange of shares of
Oppenheimer Money Market Fund or Class A shares of Oppenheimer Cash Reserves. If any Class A shares of
another Oppenheimer fund that are exchanged for Class A shares of Oppenheimer Senior Floating Rate Fund
are subject to the Class A contingent deferred sales charge of the other Oppenheimer fund at the time of
exchange, the holding period for that Class A contingent deferred sales charge will carry over to the
Class A shares of Oppenheimer Senior Floating Rate fund acquired in the exchange. The Class A shares of
Oppenheimer Senior Floating Rate Fund acquired in that exchange will be subject to the Class A Early
Withdrawal Charge of Oppenheimer Senior Floating Rate Fund if they are repurchased before the expiration
of the holding period.
o Class X shares of Limited Term New York Municipal Fund can be exchanged only for Class B shares of other
Oppenheimer funds and no exchanges may be made to Class X shares.
o Shares of Oppenheimer Capital Preservation Fund may not be exchanged for shares of Oppenheimer Money
Market Fund, Inc., Oppenheimer Cash Reserves or Oppenheimer Limited-Term Government Fund. Only
participants in certain retirement plans may purchase shares of Oppenheimer Capital Preservation Fund,
and only those participants may exchange shares of other Oppenheimer funds for shares of Oppenheimer
Capital Preservation Fund.
o Class A, Class B, Class C and Class Y Shares of Oppenheimer Select Managers Mercury Advisors S&P Index
Fund and Oppenheimer Select Managers QM Active Balanced Fund are only available to retirement plans and
are available only by exchange form the same class of shares of other Oppenheimer funds held by
retirement plans.

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

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

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

The Fund may amend, suspend or terminate the exchange privilege at any time. Although the Fund may
impose these changes at any time, it will provide you with notice of those changes whenever it is required to do
so by applicable law. It may be required to provide sixty (60) days notice prior to materially amending or
terminating the exchange privilege. That sixty (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. However,
when Class A shares acquired by exchange of Class A shares of other Oppenheimer funds purchased subject to a
Class A contingent deferred sales charge are redeemed within eighteen (18) months of the end of the calendar
month of the initial purchase of the exchanged Class A shares, the Class A contingent deferred sales charge is
imposed on the redeemed shares. The Class B contingent deferred sales charge is imposed on Class B shares
acquired by exchange if they are redeemed within six (6) years of the initial purchase of the exchanged Class B
shares. The Class C contingent deferred sales charge is imposed on Class C shares acquired by exchange if they
are redeemed within twelve (12) months of the initial purchase of the exchanged Class C shares.

When Class B or Class C shares are redeemed to effect an exchange, the priorities described in "How To
Buy Shares" in the Prospectus for the imposition of the Class B or the Class C contingent deferred sales charge
will be followed in determining the order in which the shares are exchanged. Before exchanging shares,
shareholders should take into account how the exchange may affect any contingent deferred sales charge that might
be imposed in the subsequent redemption of remaining shares. Shareholders owning shares of more than one (1)
Class must specify which class of shares they wish to exchange.

|X| Limits on Multiple Exchange Orders. The Fund reserves the right to reject telephone or written
exchange requests submitted in bulk by anyone on behalf of more than one account. The Fund may accept requests
for exchanges of up to fifty (50) accounts per day from representatives of authorized dealers that qualify for
this privilege.

|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
(5) business days if it determines that it would be disadvantaged by an immediate transfer of the redemption
proceeds. The Fund reserves the right, in its discretion, to refuse any exchange request that may disadvantage
it. For example, if the receipt of multiple exchange requests from a dealer might require the disposition of
portfolio securities at a time or at a price that might be disadvantageous to the Fund, the Fund may refuse the
request. When you exchange some or all of your shares from one fund to another, any special account feature such
as an Asset Builder Plan or Automatic Withdrawal Plan, will be switched to the new fund account unless you tell
the Transfer Agent not to do so. However, special redemption and exchange features such as Automatic Exchange
Plans and Automatic Withdrawal Plans cannot be switched to an account in Oppenheimer Senior Floating Rate Fund.

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

The different Oppenheimer funds available for exchange have different investment objectives, policies
and risks. A shareholder should assure that the fund selected is appropriate for his or her investment and should
be aware of the tax consequences of an exchange. For federal income tax purposes, an exchange transaction is
treated as a redemption of shares of one fund and a purchase of shares of another. "Reinvestment Privilege,"
above, discusses some of the tax consequences of reinvestment of redemption proceeds in such cases. The Fund,
the Distributor, and the Transfer Agent are unable to provide investment, tax or legal advice to a shareholder in
connection with an exchange request or any other investment transaction.

Dividends and Taxes

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

Shares redeemed through the regular redemption procedure will be paid dividends through and including
the day on which the redemption request is received by the Transfer Agent in proper form. Dividends will be
declared on shares repurchased by a dealer or broker for three (3) business days following the trade date (that
is, up to and including the day prior to settlement of the repurchase). If all shares in an account are redeemed,
all dividends accrued on shares of the same class in the account will be paid together with the redemption
proceeds.
The Fund's practice of attempting to pay dividends on Class A shares at a constant level requires the
Manager to monitor the Fund's portfolio and, if necessary, to select higher-yielding securities when it is deemed
appropriate to seek income at the level needed to meet the target. Those securities must be within the Fund's
investment parameters, however. The Fund expects to pay dividends at a targeted level from its net investment
income and other distributable income without any impact on the net asset values per share.

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

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

Tax Status of the Fund's Dividends and Distributions. The Fund intends to qualify under the Internal Revenue
Code during each fiscal year to pay "exempt-interest dividends" to its shareholders. Exempt-interest dividends
that are derived from net investment income earned by the Fund on municipal securities will be excludable from
gross income of shareholders for Federal income tax purposes.

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

A portion of the exempt-interest dividends paid by the Fund may be an item of tax preference for
shareholders subject to the alternative minimum tax. The amount of any dividends attributable to tax preference
items for purposes of the alternative minimum tax will be identified when tax information is distributed by the
Fund.

A shareholder receiving a dividend from income earned by the Fund from one or more of the following
sources treats the dividend as a receipt of either ordinary income or long-term capital gain in the computation
of gross income, regardless of whether the dividend is reinvested:

(1) certain taxable temporary investments (such as certificates of deposit, repurchase agreements,
commercial paper and obligations of the U.S. government, its agencies and instrumentalities);
(2) income from securities loans;
(3) income or gains from options or futures; or
(4) an excess of net short-term capital gain over net long-term capital loss from the Fund.

The Fund's dividends will not be eligible for the dividends-received deduction for corporations.
Shareholders receiving Social Security benefits should be aware that exempt-interest dividends are a factor in
determining whether such benefits are subject to Federal income tax. Losses realized by shareholders on the
redemption of Fund shares within six (6) months of purchase (which period may be shortened by regulation) will be
disallowed for Federal income tax purposes to the extent of exempt-interest dividends received on such shares.

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

In any year in which the Fund qualifies as a regulated investment company under the Internal Revenue
Code, the Fund will also be exempt from New York corporate income and franchise taxes. It will also be qualified
under New York law to pay exempt interest dividends that will be exempt from New York State and New York City
personal income tax. That exemption applies to the extent that the Fund's distributions are attributable to
interest on New York municipal securities. Distributions from the Fund attributable to income from sources other
than New York municipal securities and U.S. government obligations will generally be subject to New York income
tax as ordinary income.

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

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. However, the Fund's Board of Trustees and the Manager might determine in a particular year that it
would be in the best interest of shareholders not to make 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.

Dividend Reinvestment in Another Fund. Shareholders of the Fund may elect to reinvest all dividends and/or
capital gains distributions in shares of the same class of any of the other Oppenheimer funds listed above.
Reinvestment will be made at net asset value without sales charge. 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 must first obtain a prospectus for that fund and an application from the Transfer Agent
to establish an account. The investment will be made at the net asset value per share in effect at the close of
business on the payable date of the dividend or distribution. Dividends and/or distributions from certain of the
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 will 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 may
at times be substantial.

Independent Auditors. KPMG LLP are the independent auditors of the Fund. They audit the Fund's financial
statements and perform other related audit services. They also act as auditors for certain other funds advised
by the Manager and its affiliates.

INDEPENDENT AUDITORS' REPORT

The Board of Trustees and Shareholders of
Oppenheimer New York Municipal Fund:

We have audited the accompanying statement of assets and liabilities of
Oppenheimer New York Municipal Fund, including the statement of investments, as
of September 30, 2001, and the related statement of operations for the year then
ended, the statements of changes in net assets for each of the two years in the
period then ended, and the financial highlights for each of the five years in
the period then ended. These financial statements and financial highlights are
the responsibility of the Fund's management. Our responsibility is to express an
opinion on these financial statements and financial highlights based on our
audits.
   We conducted our audits in accordance with auditing standards generally
accepted in the United States of America. Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements and financial highlights are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements.
   Our procedures included confirmation of securities owned as of September 30,
2001, by correspondence with the custodian and brokers. 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 New York Municipal Fund as of September 30, 2001, the results of its
operations for the year then ended, the changes in its net assets for each of
the two years in the period then ended, and the financial highlights for each of
the five years in the period then ended, in conformity with accounting
principles generally accepted in the United States of America.

KPMG LLP

Denver, Colorado
October 19, 2001



STATEMENT OF INVESTMENTS  September 30, 2001

                                                              Ratings:
                                                              Moody's/                      Market
                                                             S&P/Fitch     Principal         Value
                                                           (Unaudited)        Amount    See Note 1
==================================================================================================

 Municipal Bonds and Notes--98.9%
--------------------------------------------------------------------------------------------------
 New York--80.5%
 Erie Cnty., NY IDA Life Care Community RB,
 Episcopal Church Home, Series A, 6%, 2/1/28                     NR/NR   $ 6,700,000   $ 5,986,517
--------------------------------------------------------------------------------------------------
 L.I., NY PAU Electric System CAP RB, FSA Insured,
 Zero Coupon, 5.83%, 6/1/19(1)                             Aaa/AAA/AAA     6,000,000     2,453,040
--------------------------------------------------------------------------------------------------
 L.I., NY PAU Electric System CAP RB, FSA Insured,
 Zero Coupon, 5.86%, 6/1/20(1)                             Aaa/AAA/AAA     4,500,000     1,729,980
--------------------------------------------------------------------------------------------------
 L.I., NY PAU Electric System CAP RB, FSA Insured,
 Zero Coupon, 5.88%, 6/1/21(1)                             Aaa/AAA/AAA     5,810,000     2,114,027
--------------------------------------------------------------------------------------------------
 L.I., NY PAU Electric System CAP RB, FSA Insured,
 Zero Coupon, 5.90%, 6/1/22(1,2)                           Aaa/AAA/AAA    10,000,000     3,443,800
--------------------------------------------------------------------------------------------------
 L.I., NY PAU Electric System RB,
 Series A, 5.125%, 9/1/29                                   Baa1/A-/A-     4,395,000     4,255,371
--------------------------------------------------------------------------------------------------
 Monroe Cnty., NY IDA RB, DePaul Community
 Facilities, Series A, 5.875%, 2/1/28                            NR/NR     1,800,000     1,601,028
--------------------------------------------------------------------------------------------------
 Niagara Cnty., NY IDA SWD RRB,
 Series D, 5.55%, 11/15/24                                    Baa1/BBB     1,500,000     1,540,005
--------------------------------------------------------------------------------------------------
 Niagara Falls, NY SDI COP, High School Facilities,
 MBIA-IBC Insured, 5.375%, 6/15/28                         Aaa/AAA/AAA     7,645,000     7,763,880
--------------------------------------------------------------------------------------------------
 NYC GOB, Inverse Floater, 8.448%, 8/1/08(3)                   A2/A/A+     8,250,000     9,033,750
--------------------------------------------------------------------------------------------------
 NYC GOB, Inverse Floater, 9.527%, 8/1/13(3)                Baa1/A-/A+     5,000,000     5,593,750
--------------------------------------------------------------------------------------------------
 NYC GOB, Inverse Floater, 9.527%, 8/1/14(3,4)              Baa1/A-/A+     8,150,000     9,117,812
--------------------------------------------------------------------------------------------------
 NYC GOB, Prerefunded, Series B,
 FSA Insured, 6%, 10/1/07(2)                                   Aaa/AAA     7,500,000     7,876,050
--------------------------------------------------------------------------------------------------
 NYC GOB, Prerefunded, Series D, 7.50%, 2/1/19                Aaa/A/A+     1,295,000     1,338,214
--------------------------------------------------------------------------------------------------
 NYC GOB, Prerefunded, Series F, 8.25%, 11/15/17               Aaa/AAA     7,000,000     7,160,580
--------------------------------------------------------------------------------------------------
 NYC GOB, Series B, 8.25%, 6/1/07                              A2/A/A+     1,750,000     2,135,350
--------------------------------------------------------------------------------------------------
 NYC GOB, Unrefunded Balance,
 Series D, 7.50%, 2/1/19                                       A2/A/A+         5,000         5,157
--------------------------------------------------------------------------------------------------
 NYC GORB, Unrefunded Balance,
 Series F, 7.625%, 2/1/14                                      A2/A/A+         5,000         5,157
--------------------------------------------------------------------------------------------------
 NYC GOUN, Prerefunded, Series C,
 Subseries C-1, 7.50%, 8/1/20                                 Aaa/A/A+         5,000         5,302
--------------------------------------------------------------------------------------------------
 NYC GOUN, Series H, 5%, 3/15/29                               A2/A/A+     4,480,000     4,252,461
--------------------------------------------------------------------------------------------------
 NYC HDC MH RB, Keith Plaza Project,
 6.50%, 2/15/18                                                 Aa2/NR     1,738,634     1,827,966
--------------------------------------------------------------------------------------------------
 NYC HDC MH RB, Seaview Town House Project,
 6.50%, 1/15/18                                                 Aa2/NR     2,641,817     2,777,554
--------------------------------------------------------------------------------------------------
 NYC Health & Hospital Corp. RRB, AMBAC
 Insured, Inverse Floater, 8.64%, 2/15/23(3)               Aaa/AAA/AAA    12,500,000    12,968,750
--------------------------------------------------------------------------------------------------
 NYC IDA Civic Facility RB, Community
 Resources Development, 7.50%, 8/1/26                            NR/NR     3,965,000     4,076,615

12 | OPPENHEIMER NEW YORK MUNICIPAL FUND


                                                              Ratings:
                                                              Moody's/                      Market
                                                             S&P/Fitch     Principal         Value
                                                           (Unaudited)        Amount    See Note 1
--------------------------------------------------------------------------------------------------
 New York Continued
 NYC IDA Civic Facility RB, USTA National Tennis
 Center Project, FSA Insured, 6.375%, 11/15/14             Aaa/AAA/AAA   $ 1,500,000   $ 1,678,275
--------------------------------------------------------------------------------------------------
 NYC IDA Civic Facility RB, YMCA Greater NY
 Project, 5.80%, 8/1/16                                    Baa1/NR/BBB     2,470,000     2,531,873
--------------------------------------------------------------------------------------------------
 NYC IDA RRB, Brooklyn Navy Yard Cogen Partners,
 5.75%, 10/1/36                                              Baa3/BBB-     3,500,000     3,494,715
--------------------------------------------------------------------------------------------------
 NYC IDA RRB, Brooklyn Navy Yard Cogen Partners,
 6.20%, 10/1/22                                              Baa3/BBB-     5,000,000     5,329,300
--------------------------------------------------------------------------------------------------
 NYC IDA SPF RB, Northwest Airlines, Inc., 6%, 6/1/27           Ba2/BB    13,250,000     9,789,232
--------------------------------------------------------------------------------------------------
 NYC IDA SPF RB, United Air Lines, Inc. Project,
 5.65%, 10/1/32                                                 B2/BB-     2,335,000     1,674,895
--------------------------------------------------------------------------------------------------
 NYC IDAU RB, Visy Paper, Inc. Project, 7.80%, 1/1/16            NR/NR     6,800,000     7,185,152
--------------------------------------------------------------------------------------------------
 NYC IDAU RB, Visy Paper, Inc. Project, 7.95%, 1/1/28            NR/NR    13,500,000    14,261,535
--------------------------------------------------------------------------------------------------
 NYC IDAU SPF RB, Terminal One Group Assn.
 Project, 6%, 1/1/15                                          A3/A-/A-     6,000,000     6,053,040
--------------------------------------------------------------------------------------------------
 NYC IDAU SPF RB, Terminal One Group Assn.
 Project, 6.125%, 1/1/24                                      A3/A-/A-     3,000,000     3,040,500
--------------------------------------------------------------------------------------------------
 NYC MWFAU & Sewer System CAP RRB, Series D,
 Zero Coupon, 5.43%, 6/15/18(1)                              Aa2/AA/AA     2,500,000     1,073,050
--------------------------------------------------------------------------------------------------
 NYC MWFAU & Sewer System CAP RRB, Series D,
 Zero Coupon, 5.52%, 6/15/20(1)                              Aa2/AA/AA     5,000,000     1,901,000
--------------------------------------------------------------------------------------------------
 NYC MWFAU WSS RB, Series A, 5%, 6/15/32                     Aa2/AA/AA     3,000,000     2,921,700
--------------------------------------------------------------------------------------------------
 NYC MWFAU WSS RRB, 5.50%, 6/15/33                           Aa2/AA/AA     8,000,000     8,257,520
--------------------------------------------------------------------------------------------------
 NYC Transitional FAU RRB, Future Tax Secured,
 Series C, 5.50%, 11/1/29                                  Aa2/AA+/AA+     3,000,000     3,105,810
--------------------------------------------------------------------------------------------------
 NYS DA RB, CUS, Consolidated Fourth
 Generation, Series A, FGIC Insured, 5.25%, 7/1/30         Aaa/AAA/AAA     5,000,000     5,053,800
--------------------------------------------------------------------------------------------------
 NYS DA RB, Ithaca College, AMBAC Insured,
 5.25%, 7/1/26                                                 Aaa/AAA     5,750,000     5,802,382
--------------------------------------------------------------------------------------------------
 NYS DA RB, Judicial Facilities Lease, Escrowed to
 Maturity, BIG Insured, 7.375%, 7/1/16                         Aaa/AAA       240,000       300,499
--------------------------------------------------------------------------------------------------
 NYS DA RB, Judicial Facilities Lease, Escrowed to
 Maturity, MBIA Insured, 7.375%, 7/1/16                        Aaa/AAA     2,220,000     2,789,541
--------------------------------------------------------------------------------------------------
 NYS DA RB, Pooled Capital Program, Partially
 Prerefunded, FGIC Insured, 7.80%, 12/1/05                 Aaa/AAA/AAA       650,000       659,132
--------------------------------------------------------------------------------------------------
 NYS DA RRB, CUS, Consolidated-1, FSA Insured,
 5.375%, 7/1/24                                            Aaa/AAA/AAA    19,500,000    19,915,350
--------------------------------------------------------------------------------------------------
 NYS DA RRB, CUS, Second Series A, 5.75%, 7/1/18                A3/AA-     6,750,000     7,527,600
--------------------------------------------------------------------------------------------------
 NYS DA RRB, CUS, Series B, 6%, 7/1/14                          A3/AA-     8,875,000    10,207,137
--------------------------------------------------------------------------------------------------
 NYS DA RRB, Lenox Hill Hospital Obligation
 Group, 5.50%, 7/1/30                                         A3/NR/A-     1,500,000     1,526,070
--------------------------------------------------------------------------------------------------
 NYS DA RRB, Mount Sinai Health,
 Series A, 6.50%, 7/1/25                                      Baa2/BBB    10,000,000    10,810,400

13 | OPPENHEIMER NEW YORK MUNICIPAL FUND


STATEMENT OF INVESTMENTS   Continued

                                                              Ratings:
                                                              Moody's/                      Market
                                                             S&P/Fitch     Principal         Value
                                                           (Unaudited)        Amount    See Note 1
--------------------------------------------------------------------------------------------------
 New York Continued
 NYS DA RRB, St. Joseph's Hospital Health Center,
 MBIA Insured, 5.25%, 7/1/18                                   Aaa/AAA   $ 5,035,000   $ 5,142,296
--------------------------------------------------------------------------------------------------
 NYS DA RRB, St. Vincent's Hospital, 7.375%, 8/1/11            Aa2/AAA       105,000       107,521
--------------------------------------------------------------------------------------------------
 NYS DA RRB, SUEFS, Series A, 5.25%, 5/15/15                A3/AA-/AA-    23,090,000    24,924,500
--------------------------------------------------------------------------------------------------
 NYS DA RRB, SUEFS, Series A, 5.25%, 5/15/21                A3/AA-/AA-     5,010,000     5,213,105
--------------------------------------------------------------------------------------------------
 NYS DA RRB, Upstate Community College,
 Series A, MBIA-IBC Insured, 5%, 7/1/28                    Aaa/AAA/AAA     5,000,000     4,912,700
--------------------------------------------------------------------------------------------------
 NYS DA SPO Bonds, CUS, Series E, FSA Insured,
 5.75%, 7/1/11                                                 Aaa/AAA     5,955,000     6,751,124
--------------------------------------------------------------------------------------------------
 NYS EFCPC RB, State Water Revolving Fund,
 Series A, 6.60%, 9/15/12                                   Aaa/AAA/AA       250,000       264,982
--------------------------------------------------------------------------------------------------
 NYS EFCPC RB, State Water Revolving Fund,
 Series C, 7.20%, 3/15/11                                       Aa2/A+       350,000       354,907
--------------------------------------------------------------------------------------------------
 NYS ERDAUEF RB, L.I. Lighting Co., Prerefunded,
 Series C, 6.90%, 8/1/22                                       Baa3/A-    10,200,000    10,977,546
--------------------------------------------------------------------------------------------------
 NYS ERDAUEF RB, Unrefunded Balance,
 Series A, 7.15%, 12/1/20                                       Baa3/A     1,990,000     2,080,386
--------------------------------------------------------------------------------------------------
 NYS ERDAUGF RB, Brooklyn Union Gas Co.,
 Series B, Inverse Floater, 11.08%, 7/1/26(3)                    A2/A+     6,000,000     7,372,500
--------------------------------------------------------------------------------------------------
 NYS ERDAUGF RB, Brooklyn Union Gas Co.,
 Series D, MBIA Insured, Inverse Floater, 8.46%, 7/8/26(3)     Aaa/AAA     3,000,000     3,082,500
--------------------------------------------------------------------------------------------------
 NYS ERDAUPC RB, NYS Electric & Gas Project,
 Series A, MBIA Insured, 6.15%, 7/1/26                         Aaa/AAA     4,000,000     4,224,440
--------------------------------------------------------------------------------------------------
 NYS GORB, 9.875%, 11/15/05                                   A2/AA/AA       400,000       501,224
--------------------------------------------------------------------------------------------------
 NYS HFA RB, 9.902%, 11/1/15(5,6)                                NR/NR     6,085,000     6,952,295
--------------------------------------------------------------------------------------------------
 NYS HFA RB, MH Secured Mtg. Program-A,
 7.05%, 8/15/24                                                 Aa1/NR       350,000       362,534
--------------------------------------------------------------------------------------------------
 NYS HFA RB, Unrefunded Balance, 8%, 11/1/08                      A3/A       150,000       153,666
--------------------------------------------------------------------------------------------------
 NYS HFA RRB, State University Construction,
 Escrowed to Maturity, Series A, 7.90%, 11/1/06                Aaa/AAA     1,750,000     2,006,568
--------------------------------------------------------------------------------------------------
 NYS HFASC RB, Series A, 6%, 3/15/26                            A3/AA-    10,000,000    10,662,600
--------------------------------------------------------------------------------------------------
 NYS LGAC RRB, Series E, 5%, 4/1/21                         A3/AA-/AA-       500,000       504,665
--------------------------------------------------------------------------------------------------
 NYS MAG RB, Homeowner Mtg.,
 Series 69, 5.50%, 10/1/28                                      Aa1/NR     6,325,000     6,414,056

14 | OPPENHEIMER NEW YORK MUNICIPAL FUND


                                                              Ratings:
                                                              Moody's/                      Market
                                                             S&P/Fitch     Principal         Value
                                                           (Unaudited)        Amount    See Note 1
--------------------------------------------------------------------------------------------------
 New York Continued
 NYS MAG RB, Homeowner Mtg.,
 Series 71, 5.40%, 4/1/29                                       Aa1/NR   $13,900,000   $14,057,348
--------------------------------------------------------------------------------------------------
 NYS MAG RB, Inverse Floater, 8.27%, 10/1/24(3)                 Aaa/NR    10,000,000    10,139,500
--------------------------------------------------------------------------------------------------
 NYS MAG RB, Series 40-B, 6.40%, 10/1/12                        Aa1/NR       500,000       524,125
--------------------------------------------------------------------------------------------------
 NYS MCFFA RB, Long-Term Health Care,
 Series C, FSA Insured, 6.40%, 11/1/14                         Aaa/AAA     2,800,000     2,917,880
--------------------------------------------------------------------------------------------------
 NYS MCFFA RB, MHESF, Prerefunded,
 Series A, FGIC Insured, 6.375%, 8/15/17                   Aaa/AAA/AAA        80,000        82,906
--------------------------------------------------------------------------------------------------
 NYS MCFFA RB, Prerefunded,
 Series D, 6.45%, 2/15/09                                       NR/AAA       310,000       333,204
--------------------------------------------------------------------------------------------------
 NYS MCFFA RRB, MHESF, Unrefunded Balance,
 Series A, 8.875%, 8/15/07                                      A3/AA-        55,000        56,689
--------------------------------------------------------------------------------------------------
 NYS MTAU RB, Transportation Facilities Service
 Contracts, Series 3, 7.375%, 7/1/08                            A3/AA-       250,000       287,955
--------------------------------------------------------------------------------------------------
 NYS TBTAU GP RB, Series X, 6%, 1/1/14                          Aa3/A+    14,510,000    14,629,708
--------------------------------------------------------------------------------------------------
 NYS TBTAU GP RRB, Series Y, 5.50%, 1/1/17                      Aa3/A+    15,000,000    16,338,150
--------------------------------------------------------------------------------------------------
 NYS UDC CAP RRB, Correctional,
 FSA Insured, 5.25%, 1/1/21                                    Aaa/AAA     1,000,000     1,007,690
--------------------------------------------------------------------------------------------------
 Onondaga Cnty., NY IDA SWD Facility RRB,
 Solvay Paperboard LLC Project, 6.80%, 11/1/14                   NR/NR     2,500,000     2,595,825
--------------------------------------------------------------------------------------------------
 Onondaga Cnty., NY IDA SWD Facility RRB,
 Solvay Paperboard LLC Project, 7%, 11/1/30                      NR/NR    16,300,000    17,067,893
--------------------------------------------------------------------------------------------------
 Onondaga Cnty., NY RR Agency RB,
 RR Facilities Project, 7%, 5/1/15                             Baa1/NR    16,500,000    16,976,685
--------------------------------------------------------------------------------------------------
 PAUNYNJ Consolidated RRB, 78th
 Series, 6.50%, 4/15/11                                     A1/AA-/AA-       250,000       255,263
--------------------------------------------------------------------------------------------------
 PAUNYNJ RB, Series 124, 5%, 8/1/31                         A1/AA-/AA-     3,025,000     2,810,497
--------------------------------------------------------------------------------------------------
 PAUNYNJ SPO RRB, KIAC-4 Project,
 Fifth Installment, 6.75%, 10/1/19                               NR/NR    12,600,000    13,017,942
--------------------------------------------------------------------------------------------------
 Suffolk Cnty., NY IDA RRB, Nissequogue
 Cogen Partners Facility, 5.50%, 1/1/23                          NR/NR     3,500,000     3,175,970
--------------------------------------------------------------------------------------------------
 TSASC, Inc., NY RB, Series 1, 6.25%, 7/15/34                 Aa2/A/A+    14,750,000    15,874,098
                                                                                      ------------
                                                                                       471,067,067

15 | OPPENHEIMER NEW YORK MUNICIPAL FUND


STATEMENT OF INVESTMENTS   Continued

                                                              Ratings:
                                                              Moody's/                      Market
                                                             S&P/Fitch     Principal         Value
                                                           (Unaudited)        Amount    See Note 1
--------------------------------------------------------------------------------------------------
 U.S. Possessions--18.4%
 Guam PAU RRB, Series A, MBIA-IBC Insured,
 5.125%, 10/1/29                                           Aaa/AAA/AAA   $ 7,750,000   $ 7,811,690
--------------------------------------------------------------------------------------------------
 Guam PAU RRB, Series A, MBIA-IBC Insured,
 5.25%, 10/1/34                                            Aaa/AAA/AAA    10,000,000    10,167,200
--------------------------------------------------------------------------------------------------
 PR CMWLTH Aqueduct & Sewer Authority RB,
 Escrowed to Maturity, 10.25%, 7/1/09                          Aaa/AAA     1,150,000     1,469,631
--------------------------------------------------------------------------------------------------
 PR CMWLTH HTAU RB, Prerefunded,
 Series S, 6.50%, 7/1/22                                        NR/AAA     7,000,000     7,338,240
--------------------------------------------------------------------------------------------------
 PR CMWLTH HTAU RB, Series W,
 Inverse Floater, 8.03%, 7/1/10(3)                              Baa1/A     9,000,000     9,720,000
--------------------------------------------------------------------------------------------------
 PR CMWLTH Infrastructure FAU RRB,
 Unrefunded Balance, Series A, 7.75%, 7/1/08                 Baa1/BBB+     1,355,000     1,374,648
--------------------------------------------------------------------------------------------------
 PR CMWLTH Infrastructure FAU Special RRB,
 Unrefunded Balance, Series A, 7.90%, 7/1/07                 Baa1/BBB+        95,000        96,330
--------------------------------------------------------------------------------------------------
 PR CMWLTH REF GOUN, Series 312, FSA Insured,
 9.232%, 7/1/20(5,6)                                            Aaa/NR    19,000,000    20,591,250
--------------------------------------------------------------------------------------------------
 PR EPAU CAP RRB, Series N, MBIA Insured,
 Zero Coupon, 5.69%, 7/1/17(1)                                 Aaa/AAA    24,000,000    11,243,760
--------------------------------------------------------------------------------------------------
 PR Housing Bank & Finance Agency SFM RB,
 Homeownership-Fourth Portfolio,
 Escrowed to Maturity, 8.50%, 12/1/18                           Aaa/NR     1,580,000     1,662,839
--------------------------------------------------------------------------------------------------
 PR Industrial, Medical & Environmental PC
 Facilities FAU RRB, Special Facilities-American
 Airlines, Series A, 6.45%, 12/1/25                             Ba2/BB     1,285,000     1,094,936
--------------------------------------------------------------------------------------------------
 PR Industrial, Tourist, Educational, Medical &
 Environmental Control Facilities RB, Cogen
 Facilities AES Puerto Rico Project, 6.625%, 6/1/26        Baa2/NR/BBB    11,025,000    12,043,049
--------------------------------------------------------------------------------------------------
 PR POAU RB, American Airlines SPF Project,
 Series A, 6.25%, 6/1/26                                        Ba2/BB     8,000,000     6,560,160
--------------------------------------------------------------------------------------------------
 PR Telephone Authority RB, Prerefunded,
 MBIA Insured, Inverse Floater, 8.49%, 1/16/15(3)              Aaa/AAA    10,000,000    11,037,500
--------------------------------------------------------------------------------------------------
 Virgin Islands PFAU RB, Series A, 6.375%, 10/1/19             NR/BBB-     4,970,000     5,352,839
                                                                                      ------------
                                                                                       107,564,072
                                                                                      ------------
 Total Municipal Bonds and Notes (Cost $542,456,082)                                   578,631,139

==================================================================================================
 Short-Term Tax-Exempt Obligations--0.0%
 NYS HFA RB, East 39th Street Housing,
 Series A, 2.15%, 10/1/016 (Cost $300,000)                                   300,000       300,000
--------------------------------------------------------------------------------------------------
 Total Investments, at Value (Cost $542,756,082)                                98.9%  578,931,139
--------------------------------------------------------------------------------------------------
 Other Assets Net of Liabilities                                                 1.1     6,207,036
                                                                         -------------------------
 Net Assets                                                                    100.0% $585,138,175
                                                                         =========================


16 | OPPENHEIMER NEW YORK MUNICIPAL FUND


Footnotes to Statement of Investments

To simplify the listings of securities, abbreviations are used per the table
below:



CAP             Capital Appreciation                     MAG            Mortgage Agency
CMWLTH          Commonwealth                             MCFFA          Medical Care Facilities Finance
Agency
COP             Certificates of  Participation           MH             Multifamily
Housing
CUS             City University System                   MHESF          Mental Health Services
Facilities
DA              Dormitory Authority                      MTAU           Metropolitan Transportation
Authority
EFCPC           Environmental Facilities Corp.           MWFAU          Municipal Water Finance
Authority
                Pollution Control                        NYC            New York
City
EPAU            Electric Power Authority                 NYS            New York
State
ERDAUEF         Energy Research & Development        PAUNYNJ        Port Authority of New York & New Jersey
                Authority Electric Facilities            PAU            Power
Authority
ERDAUGF         Energy Research & Development        PC             Pollution
Control
                Authority Gas Facilities                 PFAU           Public Finance
Authority
ERDAUPC         Energy Research & Development        POAU           Port
Authority
                Authority Pollution Control              RB             Revenue
Bonds
FAU             Finance Authority                        REF
Refunding
GP              General Purpose                          RR             Resource
Recovery
GOB             General Obligation Bonds                 RRB            Revenue Refunding
Bonds
GORB            General Obligation Refunding Bonds       SDI            School
District
GOUN            General Obligation Unlimited Notes       SFM            Single Family
Mortgage
HDC             Housing Development Corp.                SPF            Special
Facilities
HFA             Housing Finance Agency                   SPO            Special
Obligations
HFASC           Housing Finance Agency Service Contract  SUEFS          State University Educational Facilities
System
HTAU            Highway & Transportation Authority   SWD            Solid Waste
Disposal
IDA             Industrial Development Agency            TBTAU          Triborough Bridge & Tunnel
Authority
IDAU            Industrial Development Authority         UDC            Urban Development
Corp.
LGAC            Local Government Assistance Corp.        WSS            Water & Sewer
System
L.I.            Long Island


1. Zero-coupon bond reflects the effective yield on the date of purchase.
2. Securities with an aggregate market value of $1,394,520 are held in
collateralized accounts to cover initial margin requirements on open futures
sales contracts. See Note 5 of Notes to Financial Statements.
3. Represents the current interest rate for a variable rate bond known as an
"inverse floater." See Note 1 of Notes to Financial Statements.
4. Identifies issues considered to be illiquid--See Note 6 of Notes to Financial
Statements.
5. 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
Trustees. These securities amount to $27,543,545 or 4.71% of the Fund's net
assets as of September 30, 2001.
6. Represents the current interest rate for a variable or increasing rate
security.

As of September 30, 2001, securities subject to the alternative minimum tax
amount to $174,471,825 or 29.82% of the Fund's net assets.

17 | OPPENHEIMER NEW YORK MUNICIPAL FUND


STATEMENT OF INVESTMENTS  Continued

Footnotes to Statement of Investments Continued

Distribution of investments by industry, as a percentage of total investments at
value, is as follows:



 Industry                                              Market Value         Percent
-------------------------------------------------------------------------------------

 Higher Education                                      $ 92,973,399             16.1%
 Electric Utilities                                      80,279,843             13.9
 General Obligation                                      67,616,057             11.7
 Highways                                                48,026,098              8.3
 Manufacturing, Non-Durable Goods                        41,110,405              7.1
 Hospital/Healthcare                                     33,806,120              5.8
 Single Family Housing                                   32,797,868              5.7
 Marine/Aviation Facilities                              31,278,523              5.4
 Multifamily Housing                                     22,882,949              3.9
 Pollution Control                                       20,364,872              3.5
 Special Assessment                                      18,979,908              3.3
 Resource Recovery                                       18,516,690              3.2
 Water Utilities                                         14,508,177              2.5
 Municipal Leases                                        12,442,826              2.1
 Telephone Utilities                                     11,037,500              1.9
 Not-for-Profit Organization                              8,286,763              1.4
 Adult Living Facilities                                  7,587,545              1.3
 Gas Utilities                                            7,372,500              1.3
 Sales Tax                                                7,328,482              1.3
 Sewer Utilities                                          1,734,614              0.3
--------------------------------------------------------------------------------------
 Total                                                 $578,931,139            100.0%
                                                       ==============================


See accompanying Notes to Financial Statements.

18 | OPPENHEIMER NEW YORK MUNICIPAL FUND


STATEMENT OF ASSETS AND LIABILITIES  September 30, 2001


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

 Assets

 Investments, at value (cost $542,756,082)
 --see accompanying statement                                         $578,931,139
----------------------------------------------------------------------------------
 Cash                                                                      175,086
----------------------------------------------------------------------------------
 Receivables and other assets:
 Interest                                                                9,463,778
 Shares of beneficial interest sold                                        217,346
 Other                                                                       3,772
                                                                      ------------
 Total assets                                                          588,791,121

==================================================================================
 Liabilities

 Payables and other liabilities:
 Dividends                                                               1,670,974
 Shares of beneficial interest redeemed                                  1,360,343
 Distribution and service plan fees                                        350,965
 Trustees' compensation                                                    126,382
 Shareholder reports                                                        46,132
 Daily variation on futures contracts                                       17,719
 Transfer and shareholder servicing agent fees                                 121
 Other                                                                      80,310
                                                                      ------------
 Total liabilities                                                       3,652,946

==================================================================================
 Net Assets                                                           $585,138,175
                                                                      ============

==================================================================================
 Composition of Net Assets

 Paid-in capital                                                      $562,489,926
----------------------------------------------------------------------------------
 Undistributed (overdistributed) net investment income                     220,542
----------------------------------------------------------------------------------
 Accumulated net realized gain (loss) on investment transactions       (13,944,787)
----------------------------------------------------------------------------------
 Net unrealized appreciation (depreciation) on investments              36,372,494
                                                                      ------------
 Net Assets                                                           $585,138,175
                                                                      ============

==================================================================================
 Net Asset Value Per Share

 Class A Shares:
 Net asset value and redemption price per share (based on net assets
 of $530,464,371 and 41,852,183 shares of beneficial interest
 outstanding)                                                               $12.67
 Maximum offering price per share (net asset value plus sales charge
 of 4.75% of offering price)                                                $13.30
----------------------------------------------------------------------------------
 Class B Shares:
 Net asset value, redemption price (excludes applicable contingent
 deferred sales charge) and offering price per share (based on net
 assets of $46,422,398 and 3,661,565 shares of beneficial interest
 outstanding)                                                               $12.68
----------------------------------------------------------------------------------
 Class C Shares:
 Net asset value, redemption price (excludes applicable contingent
 deferred sales charge) and offering price per share (based on net
 assets of $8,251,406 and 650,876 shares of beneficial interest
 outstanding)                                                               $12.68


See accompanying Notes to Financial Statements.

19 | OPPENHEIMER NEW YORK MUNICIPAL FUND


STATEMENT OF OPERATIONS  For the Year Ended September 30, 2001


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

 Investment Income

 Interest                                                              $35,734,614

==================================================================================
 Expenses

 Management fees                                                         3,114,056
----------------------------------------------------------------------------------
 Distribution and service plan fees:
 Class A                                                                 1,236,382
 Class B                                                                   480,893
 Class C                                                                    69,680
----------------------------------------------------------------------------------
 Transfer and shareholder servicing agent fees                             293,564
----------------------------------------------------------------------------------
 Shareholder reports                                                        56,919
----------------------------------------------------------------------------------
 Custodian fees and expenses                                                47,260
----------------------------------------------------------------------------------
 Other                                                                      40,885
                                                                       -----------
 Total expenses                                                          5,339,639
 Less reduction to custodian expenses                                      (19,536)
                                                                       -----------
 Net expenses                                                            5,320,103

==================================================================================
 Net Investment Income                                                  30,414,511

==================================================================================
 Realized and Unrealized Gain (Loss)

 Net realized gain (loss) on:
 Investments                                                            (1,104,007)
 Closing of futures contracts                                                9,137
                                                                       -----------
 Net realized gain (loss)                                               (1,094,870)

----------------------------------------------------------------------------------
 Net change in unrealized appreciation (depreciation) on investments    24,433,244
                                                                       -----------
 Net realized and unrealized gain (loss)                                23,338,374

==================================================================================
 Net Increase in Net Assets Resulting from Operations                  $53,752,885
                                                                       ===========


 See accompanying Notes to Financial Statements.

20 | OPPENHEIMER NEW YORK MUNICIPAL FUND


STATEMENTS OF CHANGES IN NET ASSETS



 Year Ended September 30,                                      2001           2000
==================================================================================

 Operations

 Net investment income (loss)                          $ 30,414,511   $ 31,983,346
----------------------------------------------------------------------------------
 Net realized gain (loss)                                (1,094,870)   (12,875,486)
----------------------------------------------------------------------------------
 Net change in unrealized appreciation (depreciation)    24,433,244      5,549,463
                                                       ---------------------------
 Net increase (decrease) in net assets resulting
 from operations                                         53,752,885     24,657,323

==================================================================================
 Dividends and/or Distributions to Shareholders

 Dividends from net investment income:
 Class A                                                (27,229,112)   (28,683,339)
 Class B                                                 (2,104,850)    (2,761,971)
 Class C                                                   (304,545)      (280,505)
----------------------------------------------------------------------------------
 Distributions from net realized gain:
 Class A                                                         --        (26,446)
 Class B                                                         --         (3,232)
 Class C                                                         --           (311)

==================================================================================
 Beneficial Interest Transactions

 Net increase (decrease) in net assets resulting
 from beneficial interest transactions:
 Class A                                                   (645,404)   (60,001,374)
 Class B                                                 (5,275,052)   (27,798,244)
 Class C                                                  2,030,767       (418,897)

==================================================================================
 Net Assets

 Total increase (decrease)                               20,224,689    (95,316,996)
----------------------------------------------------------------------------------
 Beginning of period                                    564,913,486    660,230,482
                                                       ---------------------------
 End of period [including undistributed
 (overdistributed) net investment income of
 $220,542 and $(556,606), respectively]                $585,138,175   $564,913,486
                                                       ===========================


See accompanying Notes to Financial Statements.

21 | OPPENHEIMER NEW YORK MUNICIPAL FUND


FINANCIAL HIGHLIGHTS



 Class A    Year Ended September 30,                     2001            2000            1999
1998            1997
=============================================================================================================================

 Per Share Operating Data

 Net asset value, beginning of period                  $12.15          $12.24          $13.17
$12.79          $12.41
-----------------------------------------------------------------------------------------------------------------------------
 Income (loss) from investment operations:
 Net investment income                                    .67             .64             .64
 .64             .69
 Net realized and unrealized gain (loss)                  .50            (.09)           (.94)
 .40             .37

----------------------------------------------------------------------
 Total income (loss) from
 investment operations                                   1.17             .55            (.30)
1.04            1.06
-----------------------------------------------------------------------------------------------------------------------------
 Dividends and/or distributions to shareholders:
 Dividends from net investment income                    (.65)           (.64)           (.63)
(.66)           (.68)
 Distributions from net realized gain                      --              --(1)           --
--              --

----------------------------------------------------------------------
 Total dividends and/or distributions
 to shareholders                                         (.65)           (.64)           (.63)
(.66)           (.68)
-----------------------------------------------------------------------------------------------------------------------------
 Net asset value, end of period                        $12.67          $12.15          $12.24
$13.17          $12.79

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

=============================================================================================================================
 Total Return, at Net Asset Value(2)                     9.77%           4.78%          (2.36)%
8.36%           8.78%

=============================================================================================================================
 Ratios/Supplemental Data

 Net assets, end of period (in thousands)            $530,464        $509,288        $575,254
$609,183        $634,789
-----------------------------------------------------------------------------------------------------------------------------
 Average net assets (in thousands)                   $526,333        $529,839        $603,604
$621,555        $652,048
-----------------------------------------------------------------------------------------------------------------------------
 Ratios to average net assets:(3)
 Net investment income                                   5.30%           5.45%           5.04%
4.96%           5.49%
 Expenses                                                0.84%           0.89%           0.88%
0.87%(4)        0.86%(4)
-----------------------------------------------------------------------------------------------------------------------------
 Portfolio turnover rate                                   10%             26%             18%
25%             21%


1. Less than $0.005 per share.
2. Assumes a $1,000 hypothetical 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. Sales
charges are not reflected in the total returns. Total returns are not annualized
for periods of less than one full year.
3. Annualized for periods of less than one full year.
4. Expense ratio has been calculated without adjustment for the reduction to
custodian expenses.

See accompanying Notes to Financial Statements.

22 | OPPENHEIMER NEW YORK MUNICIPAL FUND




 Class B    Year Ended September 30,                     2001            2000            1999
1998            1997
=============================================================================================================================

 Per Share Operating Data

 Net asset value, beginning of period                  $12.16          $12.25          $13.18
$12.79          $12.41
-----------------------------------------------------------------------------------------------------------------------------
 Income (loss) from investment operations:
 Net investment income                                    .56             .53             .54
 .55             .59
 Net realized and unrealized gain (loss)                  .51            (.07)           (.94)
 .41             .38

----------------------------------------------------------------------
 Total income (loss) from
 investment operations                                   1.07             .46            (.40)
 .96             .97
-----------------------------------------------------------------------------------------------------------------------------
 Dividends and/or distributions to shareholders:
 Dividends from net investment income                    (.55)           (.55)           (.53)
(.57)           (.59)
 Distributions from net realized gain                      --              --(1)           --
--              --

----------------------------------------------------------------------
 Total dividends and/or distributions
 to shareholders                                         (.55)           (.55)           (.53)
(.57)           (.59)
-----------------------------------------------------------------------------------------------------------------------------
 Net asset value, end of period                        $12.68          $12.16          $12.25
$13.18          $12.79

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

=============================================================================================================================
 Total Return, at Net Asset Value(2)                     8.94%           3.98%          (3.11)%
7.62%           7.97%

=============================================================================================================================
 Ratios/Supplemental Data

 Net assets, end of period (in thousands)             $46,422         $49,671         $78,526
$107,021        $106,459
-----------------------------------------------------------------------------------------------------------------------------
 Average net assets (in thousands)                    $48,115         $60,299         $98,597
$106,130        $104,183
-----------------------------------------------------------------------------------------------------------------------------
 Ratios to average net assets:(3)
 Net investment income                                   4.53%           4.68%           4.25%
4.21%           4.72%
 Expenses                                                1.61%           1.67%           1.65%
1.63%(4)        1.63%(4)
-----------------------------------------------------------------------------------------------------------------------------
 Portfolio turnover rate                                   10%             26%             18%
25%             21%


1. Less than $0.005 per share.
2. Assumes a $1,000 hypothetical 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. Sales
charges are not reflected in the total returns. Total returns are not annualized
for periods of less than one full year.
3. Annualized for periods of less than one full year.
4. Expense ratio has been calculated without adjustment for the reduction to
custodian expenses.

See accompanying Notes to Financial Statements.

24 | OPPENHEIMER NEW YORK MUNICIPAL FUND


FINANCIAL HIGHLIGHTS  Continued



 Class C    Year Ended September 30,                     2001            2000            1999
1998            1997
=============================================================================================================================

 Per Share Operating Data

 Net asset value, beginning of period                  $12.15          $12.24          $13.17
$12.79          $12.41
-----------------------------------------------------------------------------------------------------------------------------
 Income (loss) from investment operations:
 Net investment income                                    .56             .56             .56
 .47             .57
 Net realized and unrealized gain (loss)                  .52            (.10)           (.96)
 .48             .39

----------------------------------------------------------------------
 Total income (loss) from
 investment operations                                   1.08             .46            (.40)
 .95             .96
-----------------------------------------------------------------------------------------------------------------------------
 Dividends and/or distributions to shareholders:
 Dividends from net investment income                    (.55)           (.55)           (.53)
(.57)           (.58)
 Distributions from net realized gain                      --              --(1)           --
--              --

----------------------------------------------------------------------
 Total dividends and/or distributions
 to shareholders                                         (.55)           (.55)           (.53)
(.57)           (.58)
-----------------------------------------------------------------------------------------------------------------------------
 Net asset value, end of period                        $12.68          $12.15          $12.24
$13.17          $12.79

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

=============================================================================================================================
 Total Return, at Net Asset Value(2)                     9.03%           3.97%          (3.11)%
7.54%           7.95%

=============================================================================================================================
 Ratios/Supplemental Data

 Net assets, end of period (in thousands)              $8,251          $5,954          $6,450
$6,168          $4,749
-----------------------------------------------------------------------------------------------------------------------------
 Average net assets (in thousands)                     $6,979          $6,121          $6,622
$5,420          $3,798
-----------------------------------------------------------------------------------------------------------------------------
 Ratios to average net assets:(3)
 Net investment income                                   4.51%           4.68%           4.26%
4.30%           4.67%
 Expenses                                                1.61%           1.66%           1.65%
1.63%(4)        1.63%(4)
-----------------------------------------------------------------------------------------------------------------------------
 Portfolio turnover rate                                   10%             26%             18%
25%             21%


1. Less than $0.005 per share.
2. Assumes a $1,000 hypothetical 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. Sales
charges are not reflected in the total returns. Total returns are not annualized
for periods of less than one full year.
3. Annualized for periods of less than one full year.
4. Expense ratio has been calculated without adjustment for the reduction to
custodian expenses.

See accompanying Notes to Financial Statements.

24 | OPPENHEIMER NEW YORK MUNICIPAL FUND


NOTES TO FINANCIAL STATEMENTS

--------------------------------------------------------------------------------
1. Significant Accounting Policies
Oppenheimer New York Municipal Fund (the Fund) is registered under the
Investment Company Act of 1940, as amended, as a non-diversified, open-end
management investment company. The Fund's investment objective is to seek the
maximum current income exempt from federal, New York State and New York City
income taxes for individual investors consistent with preservation of capital.
The Fund's investment advisor is OppenheimerFunds, Inc. (the Manager).
   The Fund offers Class A, Class B and Class C shares. Class A shares are sold
at their offering price, which is normally net asset value plus a front-end
sales charge. Class B and Class C shares are sold without a front-end sales
charge but may be subject to a contingent deferred sales charge (CDSC). All
classes of shares have identical rights to earnings, assets and voting
privileges, except that each class has its own expenses directly attributable to
that class and exclusive voting rights with respect to matters affecting that
class. Classes A, B and C have separate distribution and/or service plans. Class
B shares will automatically convert to Class A shares six years after the date
of purchase. The following is a summary of significant accounting policies
consistently followed by the Fund.
--------------------------------------------------------------------------------
Securities Valuation. Securities listed or traded on National Stock Exchanges
or other domestic or foreign exchanges are valued based on the last sale price
of the security traded on that exchange prior to the time when the Fund's
assets are valued. In the absence of a sale, the security is valued at the last
sale price on the prior trading day, if it is within the spread of the closing
bid and asked prices, and if not, at the closing bid price. Securities
(including restricted securities) for which quotations are not readily
available are valued primarily using dealer-supplied valuations, a portfolio
pricing service authorized by the Board of Trustees, or at their fair value.
Fair value is determined in good faith under consistently applied procedures
under the supervision of the Board of Trustees. Short-term "money market type"
debt securities with remaining maturities of sixty days or less are valued at
amortized cost (which approximates market value).
--------------------------------------------------------------------------------
Inverse Floating Rate Securities. The Fund invests in inverse floating rate
securities that pay interest at a rate that varies inversely with short-term
interest rates. Certain of these securities may be leveraged, whereby the
interest rate varies inversely at a multiple of the change in short-term rates.
As interest rates rise, inverse floaters produce less current income. The price
of such securities is more volatile than comparable fixed rate securities. The
Fund intends to invest no more than 20% of its total assets in inverse
floaters. Inverse floaters amount to $78,066,062 as of September 30, 2001.
Including the effect of leverage, inverse floaters represent 13.25% of the
Fund's total assets as of September 30, 2001.

25 | OPPENHEIMER NEW YORK MUNICIPAL FUND


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
daily to each class of shares based upon the relative proportion of net assets
represented by such class. Operating expenses directly attributable to a
specific class are charged against the operations of that class.
--------------------------------------------------------------------------------
Federal Taxes. The Fund intends to continue to comply with provisions of the
Internal Revenue Code applicable to regulated investment companies and to
distribute all of its taxable income, including any net realized gain on
investments not offset by loss carryovers, to shareholders. Therefore, no
federal income or excise tax provision is required.

As of September 30, 2001, the Fund had available for federal income tax
purposes unused capital loss carryovers as follows:

                  Expiring
                  --------------------------------------
                      2008                    $  225,130
                      2009                     7,849,365
                                              ----------
                     Total                    $8,074,495
                                              ==========

As of September 30, 2001, the Fund had approximately $523,000 of post-October
losses available to offset future capital gains, if any. Such losses, if
unutilized, will expire in 2010.
--------------------------------------------------------------------------------
Trustees' Compensation. The Fund has adopted an unfunded retirement plan for
the Fund's independent Board of Trustees. Benefits are based on years of service
and fees paid to each trustee during the years of service. During the year ended
September 30, 2001, the Fund's projected benefit obligations were decreased by
$43,333 and payments of $12,705 were made to retired trustees, resulting in an
accumulated liability of $116,609 as of September 30, 2001.
   The Board of Trustees has adopted a deferred compensation plan for
independent trustees that enables trustees to elect to defer receipt of all or a
portion of annual compensation they are entitled to receive from the Fund. Under
the plan, the compensation deferred is periodically adjusted as though an
equivalent amount had been invested for the Board of Trustees in shares of one
or more Oppenheimer funds selected by the trustee. The amount paid to the Board
of Trustees under the plan will be determined based upon the performance of the
selected funds. Deferral of trustees' fees under the plan will not affect the
net assets of the Fund, and will not materially affect the Fund's assets,
liabilities or net investment income per share.

26 | OPPENHEIMER NEW YORK MUNICIPAL FUND


--------------------------------------------------------------------------------
Dividends and Distributions to Shareholders. Dividends and distributions to
shareholders, which are determined in accordance with income tax regulations,
are recorded on the ex-dividend date.
--------------------------------------------------------------------------------
Classification of Dividends and Distributions to Shareholders. Net investment
income (loss) and net realized gain (loss) may differ for financial statement
and tax purposes. The character of dividends and distributions made during the
fiscal year from net investment income or net realized gains may differ from
their ultimate characterization for federal income tax purposes. Also, due to
timing of dividends and distributions, the fiscal year in which amounts are
distributed may differ from the fiscal year in which the income or realized
gain was recorded by the Fund.
   The Fund adjusts the classification of distributions to shareholders to
reflect the differences between financial statement amounts and distributions
determined in accordance with income tax regulations. Accordingly, during the
year ended September 30, 2001, amounts have been reclassified to reflect a
decrease in paid-in capital of $828, an increase in undistributed net investment
income of $1,144, and an increase in accumulated net realized loss on
investments of $316. Net assets of the Fund were unaffected by the
reclassifications.
--------------------------------------------------------------------------------
Investment Income. Interest income, which includes accretion of discount and
amortization of premium, is accrued as earned.
--------------------------------------------------------------------------------
Security Transactions. Security transactions are accounted for as of trade date.
Gains and losses on securities sold are determined on the basis of identified
cost.
--------------------------------------------------------------------------------
Other. The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported amounts
of assets and liabilities and disclosure of contingent assets and liabilities
at the date of the financial statements and the reported amounts of income and
expenses during the reporting period. Actual results could differ from those
estimates.

27 | OPPENHEIMER NEW YORK MUNICIPAL FUND


NOTES TO FINANCIAL STATEMENTS  Continued

--------------------------------------------------------------------------------
2. Shares of Beneficial Interest
The Fund has authorized an unlimited number of no par value shares of
beneficial interest of each class. Transactions in shares of beneficial
interest were as follows:



                            Year Ended  September 30, 2001     Year Ended September 30, 2000
                                Shares              Amount         Shares             Amount
--------------------------------------------------------------------------------------------

 Class A
 Sold                        5,312,385        $ 66,617,258      4,799,165      $  57,489,455
 Dividends and/or
 distributions reinvested    1,412,094          17,725,446      1,584,670         19,000,614
 Redeemed                   (6,776,133)        (84,988,108)   (11,460,124)      (136,491,443)
                            ----------------------------------------------------------------
 Net increase (decrease)       (51,654)       $   (645,404)    (5,076,289)     $ (60,001,374)
                            ================================================================

--------------------------------------------------------------------------------------------
 Class B
 Sold                          909,671        $ 11,425,012        542,572      $   6,491,530
 Dividends and/or
 distributions reinvested      107,029           1,343,416        148,473          1,780,397
 Redeemed                   (1,441,180)        (18,043,480)    (3,017,091)       (36,070,171)
                            ----------------------------------------------------------------
 Net increase (decrease)      (424,480)       $ (5,275,052)    (2,326,046)     $ (27,798,244)
                            ================================================================

--------------------------------------------------------------------------------------------
 Class C
 Sold                          255,501        $  3,210,842        312,646      $   3,730,882
 Dividends and/or
 distributions reinvested       15,294             192,258         16,775            201,113
 Redeemed                     (109,732)         (1,372,333)      (366,423)        (4,350,892)
                            ----------------------------------------------------------------
 Net increase (decrease)       161,063        $  2,030,767        (37,002)     $    (418,897)
                            ================================================================


--------------------------------------------------------------------------------
3. Purchases and Sales of Securities
The aggregate cost of purchases and proceeds from sales of securities, other
than short-term obligations, for the year ended September 30, 2001, were
$57,105,647 and $59,800,594, respectively.

As of September 30, 2001, unrealized appreciation (depreciation) based on cost
of securities for federal income tax purposes of $547,905,679 was:

          Gross unrealized appreciation                $ 43,554,213
          Gross unrealized depreciation                 (12,528,753)
                                                       ------------
          Net unrealized appreciation (depreciation)   $ 31,025,460
                                                       ============

28 | OPPENHEIMER NEW YORK MUNICIPAL FUND


--------------------------------------------------------------------------------
4. Fees and Other Transactions with Affiliates
Management Fees. Management fees paid to the Manager were in accordance with
the investment advisory agreement with the Fund which provides for a fee of
0.60% of the first $200 million of average annual net assets, 0.55% of the next
$100 million, 0.50% of the next $200 million, 0.45% of the next $250 million,
0.40% of the next $250 million, and 0.35% of average annual net assets in
excess of $1 billion. The Fund's management fee for the year ended September
30, 2001, was an annualized rate of 0.54%.
--------------------------------------------------------------------------------
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 an agreed upon per account fee.
--------------------------------------------------------------------------------
Distribution and Service Plan Fees. Under its General Distributor's Agreement
with the Manager, the Distributor acts as the Fund's principal underwriter in
the continuous public offering of the different classes of shares of the Fund.

The compensation paid to (or retained by) the Distributor from the sale of
shares or on the redemption of shares is shown in the table below for the
period indicated.



                       Aggregate       Class A  Commissions    Commissions    Commissions
                       Front-End     Front-End   on Class A     on Class B     on Class C
                   Sales Charges Sales Charges       Shares         Shares         Shares
                      on Class A   Retained by  Advanced by    Advanced by    Advanced by
Year Ended               Shares    Distributor  Distributor(1) Distributor(1) Distributor(1)
-----------------------------------------------------------------------------------------

September 30, 2001      $486,206      $102,243      $23,462       $320,311        $27,439


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



                            Class A                 Class B                 Class C
                Contingent Deferred     Contingent Deferred     Contingent Deferred
                      Sales Charges           Sales Charges           Sales Charges
Year Ended  Retained by Distributor Retained by Distributor Retained by Distributor
-----------------------------------------------------------------------------------

September 30, 2001             $311                 $88,638                  $1,674


   The Fund has adopted a Service Plan for Class A shares and Distribution and
Service Plans for Class B and Class C shares under Rule 12b-1 of the Investment
Company Act. Under those plans the Fund pays the Distributor for all or a
portion of its costs incurred in connection with the distribution and/or
servicing of the shares of the particular class.

29 | OPPENHEIMER NEW YORK MUNICIPAL FUND


--------------------------------------------------------------------------------
4. Fees and Other Transactions with Affiliates Continued
Class A Service Plan Fees. Under the Class A service plan, the Distributor
currently uses the fees it receives from the Fund to pay brokers, dealers and
other financial institutions. The Class A service plan permits reimbursements to
the Distributor at a rate of up to a specified percent of average annual net
assets of Class A shares purchased. The Distributor makes payments to plan
recipients quarterly at an annual rate not to exceed a specified percent of the
average annual net assets consisting of Class A shares of the Fund. For the year
ended September 30, 2001, payments under the Class A plan totaled $1,236,382,
all of which were paid by the Distributor to recipients, and included $20,246
paid to an affiliate of the Manager. Any unreimbursed expenses the Distributor
incurs with respect to Class A shares in any fiscal year cannot be recovered in
subsequent years.
--------------------------------------------------------------------------------
Class B and Class C Distribution and Service Plan Fees. Under each plan,
service fees and distribution fees are computed on the average of the net asset
value of shares in the respective class, determined as of the close of each
regular business day during the period. The Class B and Class C plans provide
for the Distributor to be compensated at a flat rate, whether the Distributor's
distribution expenses are more or less than the amounts paid by the Fund under
the plan during the period for which the fee is paid.
   The Distributor retains the asset-based sales charge on Class B shares. The
Distributor retains the asset-based sales charge on Class C shares during the
first year the shares are outstanding. The asset-based sales charges on Class B
and Class C shares allow investors to buy shares without a front-end sales
charge while allowing the Distributor to compensate dealers that sell those
shares.
   The Distributor's actual expenses in selling Class B and Class C shares may
be more than the payments it receives from the contingent deferred sales charges
collected on redeemed shares and asset-based sales charges from the Fund under
the plans. If any plan is terminated by the Fund, the Board of Trustees may
allow the Fund to continue payments of the asset-based sales charge to the
Distributor for distributing shares before the plan was terminated. The plans
allow for the carryforward of distribution expenses, to be recovered from
asset-based sales charges in subsequent fiscal periods.

Distribution fees paid to the Distributor for the year ended September 30, 2001,
were as follows:



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

Class B Plan               $480,893         $374,384     $1,585,286           3.41%
Class C Plan                 69,680           17,585        128,129           1.55


30 | OPPENHEIMER NEW YORK MUNICIPAL FUND


--------------------------------------------------------------------------------
5. Futures Contracts
A futures contract is a commitment to buy or sell a specific amount of a
commodity or financial instrument at a particular price on a stipulated future
date at a negotiated price. Futures contracts are traded on a commodity
exchange. The Fund may buy and sell futures contracts that relate to broadly
based securities indices "financial futures" or debt securities "interest rate
futures" in order to gain exposure to or to seek to protect against changes in
market value of stock and bonds or interest rates. The Fund may also buy or
write put or call options on these futures contracts.
   The Fund generally sells futures contracts to hedge against increases in
interest rates and decreases in market value of portfolio securities. The Fund
may also purchase futures contracts to gain exposure to market changes as it may
be more efficient or cost effective than actually buying fixed income
securities.
   Upon entering into a futures contract, the Fund is required to deposit either
cash or securities (initial margin) in an amount equal to a certain percentage
of the contract value. Subsequent payments (variation margin) are made or
received by the Fund each day. The variation margin payments are equal to the
daily changes in the contract value and are recorded as unrealized gains and
losses. The Fund recognizes a realized gain or loss when the contract is closed
or expires.
   Securities held in collateralized accounts to cover initial margin
requirements on open futures contracts are noted in the Statement of
Investments. The Statement of Assets and Liabilities reflects a receivable
and/or payable for the daily mark to market for variation margin. Realized gains
and losses are reported on the Statement of Operations as closing and expiration
of futures contracts.
   Risks of entering into futures contracts (and related options) include the
possibility that there may be an illiquid market and that a change in the value
of the contract or option may not correlate with changes in the value of the
underlying securities.

As of September 30, 2001, the Fund had outstanding futures contracts as follows:



                                                                         Unrealized
                            Expiration     Number of Valuation as of   Appreciation
Contract Description             Date      Contracts  Sept. 30, 2001 (Depreciation)
-----------------------------------------------------------------------------------
Contracts to Purchase

U.S. Treasury Nts., 5 yr.     12/19/01            81      $8,763,188       $197,437


31 | OPPENHEIMER NEW YORK MUNICIPAL FUND


NOTES TO FINANCIAL STATEMENTS  Continued

--------------------------------------------------------------------------------
6. Illiquid Securities
As of September 30, 2001, 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 intends to invest no more than 15% of its net assets (determined at the
time of purchase and reviewed periodically) in illiquid securities. The
aggregate value of illiquid securities subject to this limitation as of
September 30, 2001, was $9,117,812, which represents 1.56% of the Fund's net
assets.
--------------------------------------------------------------------------------
7. Bank Borrowings
The Fund may borrow from a bank for temporary or emergency purposes
including, without limitation, funding of shareholder redemptions provided asset
coverage for borrowings exceeds 300%. The Fund has entered into an agreement
which enables it to participate with other Oppenheimer funds in an unsecured
line of credit with a bank, which permits borrowings up to $400 million,
collectively. Interest is charged to each fund, based on its borrowings, at a
rate equal to the Federal Funds Rate plus 0.45%. Borrowings are payable 30 days
after such loan is executed. The Fund also pays a commitment fee equal to its
pro rata share of the average unutilized amount of the credit facility at a rate
of 0.08% per annum.
   The Fund had no borrowings outstanding during the year ended or at September
30, 2001.

32 | OPPENHEIMER NEW YORK MUNICIPAL FUND



















                                                    Appendix A

                                        MUNICIPAL BOND RATINGS DEFINITIONS

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

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

Long-Term Bond Ratings

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

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

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

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

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

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

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

Ca:  Bonds rated "Ca"  represent  obligations  which are  speculative  in a high  degree.  Such issues are often in
default or have other marked shortcomings.
C: Bonds rated "C" are the lowest class of rated bonds and can be regarded as having  extremely  poor  prospects of
ever attaining any real investment standing.

Con. (...): Bonds for which the security  depends on the completion of some act or the  fulfillment of some condition
are rated  conditionally.  These bonds are secured by (a) earnings of projects under construction,  (b) earnings of
projects  unseasoned  in  operating  experience,  (c) rentals  that begin when  facilities  are  completed,  or (d)
payments to which some other  limiting  condition  attaches.  The  parenthetical  rating  denotes  probable  credit
stature upon completion of construction or elimination of the basis of the condition.
Moody's  applies  numerical  modifiers 1, 2, and 3 in each generic rating  classification  from "Aa" through "Caa."
The  modifier  "1"  indicates  that the  obligation  ranks in the higher end of its generic  rating  category;  the
modifier "2"  indicates a mid-range  ranking;  and the  modifier  "3"  indicates a ranking in the lower end of that
generic rating  category.  Advanced  refunded  issues that are secured by certain  assets are  identified  with a #
symbol.

Short-Term Ratings - U.S. Tax-Exempt Municipals

There are three ratings for short-term obligations that are investment grade.  Short-term  speculative  obligations
are designated  "SG." For variable rate demand  obligations,  a two-component  rating is assigned.  The first (MIG)
element  represents  an  evaluation  by Moody's of the  degree of risk  associated  with  scheduled  principal  and
interest  payments.  The second element (VMIG)  represents an evaluation of the degree of risk  associated with the
demand feature.

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

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

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

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

Standard & Poor's Rating Services ("S & P")
-------------------------------------------------------------------------------------------------------------------

Long-Term Credit Ratings

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

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

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

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

BB, B, CCC, CC, and C

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

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

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

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

CC:  Bonds rated "CC" are currently highly vulnerable to nonpayment.

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

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

The ratings  from "AA" to "CCC" may be modified  by the  addition of a plus (+) or minus (-) sign to show  relative
standing  within the major rating  categories.  The "p" symbol  indicates that the rating is  provisional.  The "r"
symbol is attached to the ratings of instruments with significant noncredit risks.



Short-Term Issue Credit Ratings

SP-1:  Strong  capacity to pay principal and interest.  An issue with a very strong capacity to pay debt service is
given a (+) designation.
SP-2:  Satisfactory  capacity to pay principal  and  interest,  with some  vulnerability  to adverse  financial and
economic changes over the term of the notes.

SP-3: Speculative capacity to pay principal and interest.

Fitch, Inc. ("Fitch")
-------------------------------------------------------------------------------------------------------------------

International Long-Term Credit Ratings

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

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

A: High Credit Quality. "A" ratings denote a low expectation of credit risk. The capacity for timely payment of
financial commitments is considered strong. This capacity may, nevertheless, be more vulnerable to changes in
circumstances or in economic conditions than is the case for higher ratings.

BBB: Good Credit Quality. "BBB" ratings indicate that there is currently a low expectation of credit risk. The
capacity for timely payment of financial commitments is considered adequate, but adverse changes in circumstances
and in economic conditions are more likely to impair this capacity. This is the lowest investment-grade category.

Speculative Grade:

BB: Speculative. "BB" ratings indicate that there is a possibility of credit risk developing, particularly as the
result of adverse economic change over time. However, business or financial alternatives may be available to
allow financial commitments to be met. Securities rated in this category are not investment grade.

B: Highly Speculative. "B" ratings indicate that significant credit risk is present, but a limited margin of
safety remains. Financial commitments are currently being met. However, capacity for continued payment is
contingent upon a sustained, favorable business and economic environment.

CCC, CC C: High Default Risk.  Default is a real possibility. Capacity for meeting financial commitments is
solely reliant upon sustained, favorable business or economic developments. A "CC" rating indicates that default
of some kind appears probable. "C" ratings signal imminent default.


DDD, DD, and D: Default. The ratings of obligations in this category are based on their prospects for achieving
partial or full recovery in a reorganization or liquidation of the obligor. While expected recovery values are
highly speculative and cannot be estimated with any precision, the following serve as general guidelines. "DDD"
obligations have the highest potential for recovery, around 90%-100% of outstanding amounts and accrued interest.
"DD" indicates potential recoveries in the range of 50%-90%, and "D" the lowest recovery potential, i.e., below
50%.

Entities rated in this category have defaulted on some or all of their obligations. Entities rated "DDD" have the
highest prospect for resumption of performance or continued operation with or without a formal reorganization
process. Entities rated "DD" and "D" are generally undergoing a formal reorganization or liquidation process;
those rated "DD" are likely to satisfy a higher portion of their outstanding obligations, while entities rated
"D" have a poor prospect for repaying all obligations.

Plus (+) and minus (-) signs may be appended to a rating symbol to denote relative status within the major rating
categories.  Plus and minus signs are not added to the "AAA" category or to categories below "CCC," nor to
short-term ratings other than "F1" (see below).

International Short-Term Credit Ratings

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

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

F3: Fair credit quality. Capacity for timely payment of financial commitments is adequate. However, near-term
adverse changes could result in a reduction to non-investment grade.

B: Speculative. Minimal capacity for timely payment of financial commitments, plus vulnerability to near-term
adverse changes in financial and economic conditions.

C: High default risk. Default is a real possibility. Capacity for meeting financial commitments is solely reliant
upon a sustained, favorable business and economic environment.

D: Default. Denotes actual or imminent payment default.







                                                        B-1
                                                    Appendix B

-------------------------------------------------------------------------------------------------------------------
                                              Industry Classifications
-------------------------------------------------------------------------------------------------------------------

Aerospace/Defense                                           Food and Drug Retailers
Air Transportation                                          Gas Utilities
Asset-Backed                                                Health Care/Drugs
Auto Parts and Equipment                                    Health Care/Supplies & Services
Automotive                                                  Homebuilders/Real Estate
Bank Holding Companies                                      Hotel/Gaming
Banks                                                       Industrial Services
Beverages                                                   Information Technology
Broadcasting                                                Insurance
Broker-Dealers                                              Leasing & Factoring
Building Materials                                          Leisure
Cable Television                                            Manufacturing
Chemicals                                                   Metals/Mining
Commercial Finance                                          Nondurable Household Goods
Communication Equipment                                     Office Equipment
Computer Hardware                                           Oil - Domestic
Computer Software                                           Oil - International
Conglomerates                                               Paper
Consumer Finance                                            Photography
Consumer Services                                           Publishing
Containers                                                  Railroads & Truckers
Convenience Stores                                          Restaurants
Department Stores                                           Savings & Loans
Diversified Financial                                       Shipping
Diversified Media                                           Special Purpose Financial
Drug Wholesalers                                            Specialty Printing
Durable Household Goods                                     Specialty Retailing
Education                                                   Steel
Electric Utilities                                          Telecommunications - Long Distance
Electrical Equipment                                        Telephone - Utility
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                                                       C-13
                                                    Appendix C

                          OppenheimerFunds Special Sales Charge Arrangements and Waivers

In certain cases, the initial sales charge that applies to purchases of Class A shares1 of the Oppenheimer funds
or the contingent deferred sales charge that may apply to Class A, Class B or Class C shares may be waived.2
That is because of the economies of sales efforts realized by OppenheimerFunds Distributor, Inc., (referred to in
this document as the "Distributor"), or by dealers or other financial institutions that offer those shares to
certain classes of investors.

Not all waivers apply to all funds. For example, waivers relating to Retirement Plans do not apply to Oppenheimer
municipal funds, because shares of those funds are not available for purchase by or on behalf of retirement
plans. Other waivers apply only to shareholders of certain funds.

For the purposes of some of the waivers described below and in the Prospectus and Statement of Additional
Information of the applicable Oppenheimer funds, the term "Retirement Plan" refers to the following types of
plans:
(1)      plans qualified under Sections 401(a) or 401(k) of the Internal Revenue Code,
(2)      non-qualified deferred compensation plans,
(3)      employee benefit plans3
(4)      Group Retirement Plans4
(5)      403(b)(7) custodial plan accounts
(6)      Individual Retirement Accounts ("IRAs"), including traditional IRAs, Roth IRAs, SEP-IRAs, SARSEPs or
                SIMPLE plans

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

--------------
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 A 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 Class A 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 Class A 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 enabling those plans to
     purchase Class A shares at net asset value but subject to the Class A contingent deferred sales charge.

                   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 of the end 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 commission described in the Prospectus under "Class A Contingent Deferred Sales Charge."1
This waiver provision applies to:
|_|      Purchases of Class A shares aggregating $1 million or more.
|_|      Purchases by  a Retirement Plan (other than an IRA or 403(b)(7) custodial plan) that:
(1)      buys shares costing $500,000 or more, or
(2)      has, at the time of purchase, 100 or more eligible employees or total plan assets of $500,000 or more,
                    or
(3)      certifies to the Distributor that it projects to have annual plan purchases of $200,000 or more.
|_|      Purchases by an OppenheimerFunds-sponsored Rollover IRA, if the purchases are made:
(1)      through a broker, dealer, bank or registered investment adviser that has made special arrangements with
                    the Distributor for those purchases, or
(2)      by a direct rollover of a distribution from a qualified Retirement Plan if the administrator of that
                    Plan has made special arrangements with the Distributor for those purchases.
|_|      Purchases of Class A shares by Retirement Plans that have any of the following record-keeping
              arrangements:
(1)      The record keeping is performed by Merrill Lynch Pierce Fenner & Smith, Inc. ("Merrill Lynch") on a
                    daily valuation basis for the Retirement Plan. On the date the plan sponsor signs the
                    record-keeping service agreement with Merrill Lynch, the Plan must have $3 million or more of
                    its assets invested in (a) mutual funds, other than those advised or managed by Merrill Lynch
                    Asset Management, L.P. ("MLAM"), 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 MLAM (the funds described in (a) and (b) are referred to as "Applicable
                    Investments").
(2)      The record keeping for the Retirement Plan is performed on a daily valuation basis by a record keeper
                    whose services are provided under a contract or arrangement between the Retirement Plan and
                    Merrill Lynch. On the date the plan sponsor signs the record keeping service agreement with
                    Merrill Lynch, the Plan must have $3 million or more of its assets (excluding assets invested
                    in money market funds) invested in Applicable Investments.
(3)      The record keeping for a Retirement Plan is handled under a service agreement with Merrill Lynch and on
                    the date the plan sponsor signs that agreement, the Plan has 500 or more eligible employees
                    (as determined by the Merrill Lynch plan conversion manager).
|_|      Purchases by a Retirement Plan whose record keeper had a cost-allocation agreement with the Transfer
              Agent on or before May 1, 1999.

                             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
commissions are paid by the Distributor on such purchases):
|_|      The Manager or its affiliates.
|_|      Present or former officers, directors, trustees and employees (and their "immediate families") of the
              Fund, the Manager and its affiliates, and retirement plans established by them for their employees.
              The term "immediate family" refers to one's spouse, children, grandchildren, grandparents, parents,
              parents-in-law, brothers and sisters, sons- and daughters-in-law, a sibling's spouse, a spouse's
              siblings, aunts, uncles, nieces and nephews; relatives by virtue of a remarriage (step-children,
              step-parents, etc.) are included.
|_|      Registered management investment companies, or separate accounts of insurance companies having an
              agreement with the Manager or the Distributor for that purpose.
|_|      Dealers or brokers that have a sales agreement with the Distributor, if they purchase shares for their
              own accounts or for retirement plans for their employees.
|_|      Employees and registered representatives (and their spouses) of dealers or brokers described above or
              financial institutions that have entered into sales arrangements with such dealers or brokers (and
              which are identified as such to the Distributor) or with the Distributor. The purchaser must
              certify to the Distributor at the time of purchase that the purchase is for the purchaser's own
              account (or for the benefit of such employee's spouse or minor children).
|_|      Dealers, brokers, banks or registered investment advisors that have entered into an agreement with the
              Distributor providing specifically for the use of shares of the Fund in particular investment
              products made available to their clients. Those clients may be charged a transaction fee by their
              dealer, broker, bank or advisor for the purchase or sale of Fund shares.
|_|      Investment advisors and financial planners who have entered into an agreement for this purpose with the
              Distributor and who charge an advisory, consulting or other fee for their services and buy shares
              for their own accounts or the accounts of their clients.
|_|      "Rabbi trusts" that buy shares for their own accounts, if the purchases are made through a broker or
              agent or other financial intermediary that has made special arrangements with the Distributor for
              those purchases.
|_|      Clients of investment advisors or financial planners (that have entered into an agreement for this
              purpose with the Distributor) who buy shares for their own accounts may also purchase shares
              without sales charge but only if their accounts are linked to a master account of their investment
              advisor or financial planner on the books and records of the broker, agent or financial
              intermediary with which the Distributor has made such special arrangements . Each of these
              investors may be charged a fee by the broker, agent or financial intermediary for purchasing shares.
|_|      Directors, trustees, officers or full-time employees of OpCap Advisors or its affiliates, their
              relatives or any trust, pension, profit sharing or other benefit plan which beneficially owns
              shares for those persons.
|_|      Accounts for which Oppenheimer Capital (or its successor) is the investment advisor (the Distributor
              must be advised of this arrangement) and persons who are directors or trustees of the company or
              trust which is the beneficial owner of such accounts.
|_|      A unit investment trust that has entered into an appropriate agreement with the Distributor.
|_|      Dealers, brokers, banks, or registered investment advisers that have entered into an agreement with the
              Distributor to sell shares to defined contribution employee retirement plans for which the dealer,
              broker or investment adviser provides administration services.
|_|      Retirement Plans and deferred compensation plans and trusts used to fund those plans (including, for
              example, plans qualified or created under sections 401(a), 401(k), 403(b) or 457 of the Internal
              Revenue Code), in each case if those purchases are made through a broker, agent or other financial
              intermediary that has made special arrangements with the Distributor for those purchases.
|_|      A TRAC-2000 401(k) plan (sponsored by the former Quest for Value Advisors) whose Class B or Class C
              shares of a Former Quest for Value Fund were exchanged for Class A shares of that Fund due to the
              termination of the Class B and Class C TRAC-2000 program on November 24, 1995.
|_|      A qualified Retirement Plan that had agreed with the former Quest for Value Advisors to purchase shares
              of any of the Former Quest for Value Funds at net asset value, with such shares to be held through
              DCXchange, a sub-transfer agency mutual fund clearinghouse, if that arrangement was consummated and
              share purchases commenced by December 31, 1996.

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

Class A shares issued or purchased in the following transactions are not subject to sales charges (and no
commissions are paid by the Distributor on such purchases):
|_|      Shares issued in plans of reorganization, such as mergers, asset acquisitions and exchange offers, to
              which the Fund is a party.
|_|      Shares purchased by the reinvestment of dividends or other distributions reinvested from the Fund or
              other Oppenheimer funds (other than Oppenheimer Cash Reserves) or unit investment trusts for which
              reinvestment arrangements have been made with the Distributor.
|_|      Shares purchased through a broker-dealer that has entered into a special agreement with the Distributor
              to allow the broker's customers to purchase and pay for shares of Oppenheimer funds using the
              proceeds of shares redeemed in the prior 30 days from a mutual fund (other than a fund managed by
              the Manager or any of its subsidiaries) on which an initial sales charge or contingent deferred
              sales charge was paid. This waiver also applies to shares purchased by exchange of shares of
              Oppenheimer Money Market Fund, Inc. that were purchased and paid for in this manner. This waiver
              must be requested when the purchase order is placed for shares of the Fund, and the Distributor may
              require evidence of qualification for this waiver.
|_|      Shares purchased with the proceeds of maturing principal units of any Qualified Unit Investment Liquid
              Trust Series.
|_|      Shares purchased by the reinvestment of loan repayments by a participant in a Retirement Plan for which
              the Manager or an affiliate acts as sponsor.

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

The Class A contingent deferred sales charge is also waived if shares that would otherwise be subject to the
contingent deferred sales charge are redeemed in the following cases:
|_|      To make Automatic Withdrawal Plan payments that are limited annually to no more than 12% of the account
              value adjusted annually.
|_|      Involuntary redemptions of shares by operation of law or involuntary redemptions of small accounts
              (please refer to "Shareholder Account Rules and Policies," in the applicable fund Prospectus).
|_|      For distributions from Retirement Plans, deferred compensation plans or other employee benefit plans for
              any of the following purposes:
(1)      Following the death or disability (as defined in the Internal Revenue Code) of the participant or
                    beneficiary. The death or disability must occur after the participant's account was
                    established.
(2)      To return excess contributions.
(3)      To return contributions made due to a mistake of fact.
(4)      Hardship withdrawals, as defined in the plan.2
(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.3
              (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 Retirement Plans having 500 or more eligible employees, except distributions due
              to termination of all of the Oppenheimer funds as an investment option under the Plan.
|_|      For distributions from 401(k) plans sponsored by broker-dealers that have entered into a special
              agreement with the Distributor allowing this waiver.


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

The Class B and Class C 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 and Class C 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, including a trustee of a grantor trust or revocable living trust for which
              the trustee is also the sole beneficiary. The death or disability must have occurred after the
              account was established, and for disability you must provide evidence of a determination of
              disability by the Social Security Administration.
|_|      Distributions from accounts for which the broker-dealer of record has entered into a special agreement
              with the Distributor allowing this waiver.
|_|      Redemptions of Class B shares held by Retirement Plans whose records are maintained on a daily valuation
              basis by Merrill Lynch or an independent record keeper under a contract with Merrill Lynch.
|_|      Redemptions of Class C shares of Oppenheimer U.S. Government Trust from accounts of clients of financial
              institutions that have entered into a special arrangement with the Distributor for this purpose.
|_|      Redemptions requested in writing by a Retirement Plan sponsor of Class C shares of an Oppenheimer fund
              in amounts of $1 million or more held by the Retirement Plan for more than one year, if the
              redemption proceeds are invested in Class A shares of one or more Oppenheimer funds.
|_|      Distributions 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.4
(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.5
(9)      On account of the participant's separation from service.6
(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)     Distributions from Retirement Plans having 500 or more eligible employees, but excluding distributions
                    made because of the Plan's elimination as investment options under the Plan of all of the
                    Oppenheimer funds that had been offered.
(13)     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.
(14)     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.
         |_|  Redemptions of Class B shares or Class C shares under an Automatic Withdrawal Plan from an account
              other than a Retirement Plan if the aggregate value of the redeemed shares does not exceed 10% of the
              account's value annually.

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

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

   IV. Special Sales Charge Arrangements for Shareholders of Certain Oppenheimer Funds Who Were Shareholders of
                                           Former Quest for Value Funds

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






Oppenheimer Quest Value Fund, Inc.                          Oppenheimer Quest Small Cap Value Fund
Oppenheimer Quest Balanced Value Fund                       Oppenheimer Quest Global Value Fund
Oppenheimer Quest Opportunity Value Fund

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

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

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

A.  Reductions or Waivers of Class A Sales Charges.

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

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

------------------------------ ---------------------------- ---------------------------- ----------------------------
Number of Eligible Employees   Initial Sales Charge as a    Initial Sales Charge as a    Commission as % of
or Members                     % of Offering Price          % of Net Amount Invested     Offering Price
------------------------------ ---------------------------- ---------------------------- ----------------------------
------------------------------ ---------------------------- ---------------------------- ----------------------------
9 or Fewer                                2.50%                        2.56%                        2.00%
------------------------------ ---------------------------- ---------------------------- ----------------------------
------------------------------ ---------------------------- ---------------------------- ----------------------------
At  least  10  but  not  more             2.00%                        2.04%                        1.60%
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:
|_|      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.
|_|      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:
|_|      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
|_|      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:
|_|      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);
|_|      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
|_|      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):
o        Oppenheimer U. S. Government Trust,
o        Oppenheimer Bond Fund,
o        Oppenheimer Disciplined Value Fund and
o        Oppenheimer Disciplined Allocation Fund
are modified as described below for those Fund shareholders who were shareholders of the following funds
(referred to as the "Former Connecticut Mutual Funds") on March 1, 1996, when OppenheimerFunds, Inc. became the
investment adviser to the Former Connecticut Mutual Funds:

Connecticut Mutual Liquid Account                       Connecticut Mutual Total Return Account
Connecticut Mutual Government Securities Account        CMIA LifeSpan Capital Appreciation Account
Connecticut Mutual Income Account                       CMIA LifeSpan Balanced Account
Connecticut Mutual Growth Account                       CMIA Diversified Income Account

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

         |_|  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.

         |_|  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 commission in connection with the purchase of
                shares of any registered investment management company;
(6)      in connection with the redemption of shares of the Fund due to a combination with another investment
                company by virtue of a merger, acquisition or similar reorganization transaction;
(7)      in connection with the Fund's right to involuntarily redeem or liquidate the Fund;
(8)      in connection with automatic redemptions of Class A shares and Class B shares in certain retirement plan
                accounts pursuant to an Automatic Withdrawal Plan but limited to no more than 12% of the original
                value annually; or
(9)      as involuntary redemptions of shares by operation of law, or under procedures set forth in the Fund's
                Articles of Incorporation, or as adopted by the Board of Directors of the Fund.


                                VI. Special Reduced Sales Charge for Former Shareholders of
                                                Advance America Funds, Inc.

Shareholders of Oppenheimer Municipal Bond Fund, Oppenheimer U.S. Government Trust, Oppenheimer Strategic Income
Fund and Oppenheimer Equity Income Fund who acquired (and still hold) shares of those funds as a result of the
reorganization of series of Advance America Funds, Inc. into those Oppenheimer funds on October 18, 1991, and who
held shares of Advance America Funds, Inc. on March 30, 1990, may purchase Class A shares of those four
Oppenheimer funds at a maximum sales charge rate of 4.50%.


                            VII. Sales Charge Waivers on Purchases of Class M Shares of
                                      Oppenheimer Convertible Securities Fund

Oppenheimer Convertible Securities Fund (referred to as the "Fund" in this section) may sell Class M shares at
net asset value without any initial sales charge to the classes of investors listed below who, prior to March 11,
1996, owned shares of the Fund's then-existing Class A and were permitted to purchase those shares at net asset
value without sales charge:
|_|      the Manager and its affiliates,
|_|      present or former officers, directors, trustees and employees (and their "immediate families" as defined
              in the Fund's Statement of Additional Information) of the Fund, the Manager and its affiliates, and
              retirement plans established by them or the prior investment advisor of the Fund for their
              employees,
|_|      registered management investment companies or separate accounts of insurance companies that had an
              agreement with the Fund's prior investment advisor or distributor for that purpose,
|_|      dealers or brokers that have a sales agreement with the Distributor, if they purchase shares for their
              own accounts or for retirement plans for their employees,
|_|      employees and registered representatives (and their spouses) of dealers or brokers described in the
              preceding section or financial institutions that have entered into sales arrangements with those
              dealers or brokers (and whose identity is made known to the Distributor) or with the Distributor,
              but only if the purchaser certifies to the Distributor at the time of purchase that the purchaser
              meets these qualifications,
|_|      dealers, brokers, or registered investment advisors that had entered into an agreement with the
              Distributor or the prior distributor of the Fund specifically providing for the use of Class M
              shares of the Fund in specific investment products made available to their clients, and
|_|      dealers, brokers or registered investment advisors that had entered into an agreement with the
              Distributor or prior distributor of the Fund's shares to sell shares to defined contribution
              employee retirement plans for which the dealer, broker, or investment advisor provides
              administrative services.






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Oppenheimer New York Municipal Fund
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Internet WebSite:
         WWW.OPPENHEIMERFUNDS.COM
         ------------------------

Investment Adviser
       OppenheimerFunds, Inc.
       498 Seventh Avenue
       New York, New York 10018

Distributor
       OppenheimerFunds Distributor, Inc.
       498 Seventh Avenue
       New York, New York 10018

Transfer Agent
       OppenheimerFunds Services
       P.O. Box 5270
       Denver, Colorado 80217
       1-800-525-7048

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

Independent Auditors
       KPMG LLP
       707 Seventeenth Street
       Denver, Colorado 80202

Legal Counsel
       Mayer, Brown & Platt
       1675 Broadway
       New York, New York 10019-5820

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