Registration No. 33-08054
                                                             File No. 811-4803
                                UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, DC 20549

                                  FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES
ACT OF 1933                                                             [ X ]

Pre-Effective Amendment No.                                            [     ]


Post-Effective Amendment No. 29                                          [ X ]


                                    and/or

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


Amendment No. 30                                                         [ X ]


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                          Oppenheimer Municipal Fund
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              (Exact Name of Registrant as Specified in Charter)

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

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

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                             Robert G. Zack, Esq.
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                            OppenheimerFunds, Inc.
           2 World Financial Center, New York, New York 10281-1008
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                   (Name and Address of Agent for Service)

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


[   ] Immediately upon filing pursuant to paragraph (b)
[X]   On January 27, 2006 pursuant to paragraph (b)
[   ] 60 days after filing pursuant to paragraph (a)(1)
[   ] On ______________pursuant to paragraph (a)(1)
[   ] 75 days after filing pursuant to paragraph (a)(2)
[   ] On _______________ pursuant to paragraph (a)(2) of Rule 485


If appropriate, check the following box:

[   ] This  post-effective  amendment  designates a new  effective  date for a
      previously filed post-effective amendment.

Oppenheimer
Limited Term Municipal Fund


Prospectus dated January 27, 2006


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                                               Oppenheimer Limited Term
                                         Municipal Fund is a mutual fund. It
                                         seeks a high level of current income
                                         exempt from federal personal income
                                         taxes by investing in municipal
                                         securities.
                                               This Prospectus contains
                                         important information about the Fund's
                                         objective, its investment policies,
                                         strategies and risks. It also contains
                                         important information about how to buy
                                         and sell shares of the Fund and other
                                         account features. Please read this
As with all mutual funds, the            Prospectus carefully before you invest
Securities and Exchange Commission has   and keep it for future reference about
not approved or disapproved the Fund's   your account.
securities nor has it determined that
this Prospectus is accurate or
complete. It is a criminal offense to
represent otherwise.
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                                                    [logo]  OppenheimerFunds(R)
                                                      The Right Way to Invest







CONTENTS

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                    ABOUT THE FUND

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

                    ABOUT YOUR ACCOUNT

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

                    Special Investor Services
                    AccountLink
                    PhoneLink
                    OppenheimerFunds Internet Website

                    How to Sell Shares

                    Checkwriting
                    By Mail
                    By Telephone



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

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ABOUT THE FUND

The Fund's Investment Objective and Principal Investment
Strategies

WHAT IS THE  FUND'S  INVESTMENT  OBJECTIVE?  The  Fund  seeks a high  level of
current income exempt from federal income tax.









WHAT DOES THE FUND MAINLY INVEST IN?  As a fundamental policy, under normal
circumstances, the Fund invests at least 80% of its net assets (plus
borrowing for investment purposes) in investment-grade municipal securities
that are exempt from federal income tax (including securities subject to
alternative minimum tax).  Under normal market conditions, as a
non-fundamental policy, the Fund will invest at least 95% of its net assets
in those securities.  Not more than 5% of net assets will be invested in
securities rated below investment grade at the time of acquisition. Municipal
securities include municipal bonds (which are debt obligations having a
maturity of more than one year when issued), municipal notes (which are debt
obligations having a maturity of less than one year when issued), and
interests in municipal leases. "Investment-grade" securities are securities
rated in the four highest rating categories of national rating organizations
such as Standard & Poor's Rating Services ("S&P") or Moody's Investors
Services ("Moody's") or unrated securities judged by the Fund's investment
manager, OppenheimerFunds, Inc. ("Manager"), to be comparable to securities
rated as investment grade. These investments are more fully explained in
"About the Fund's Investments," below.


      The Fund seeks to maintain a dollar-weighted average effective
portfolio maturity of five years or less. However, the Fund can invest in
securities that have short, intermediate or long maturities. Because of
events affecting the bond markets and interest rate changes, the maturity of
the portfolio might not meet that target at all times.

HOW DO THE PORTFOLIO MANAGERS DECIDE WHAT SECURITIES TO BUY OR SELL? In
selecting securities for the Fund, the portfolio managers look nationwide for
municipal securities, evaluating them using a variety of factors that may
change over time and may vary in particular cases. The portfolio managers
currently look for:
      o  Securities that offer high current income,

      o  A wide range of issuers and securities to provide portfolio
diversification,

      o  Investment-grade securities that offer high income, particularly
callable bonds,

      o  Securities of a variety of different issuers, for portfolio
         diversification to help reduce risk of volatility, including unrated
         bonds and securities of smaller issuers that might be overlooked by
         other investors and funds,
o     Coupon interest or accretion rates, current market interest rates,
         callability and call prices that might change the effective maturity
         of particular securities and the overall portfolio, and
o     Securities with a diverse array of maturities, so that portions of the
         portfolio will mature at different times to reduce share price
         volatility.


      The portfolio managers may consider selling a security if any of these
factors no longer apply to a security purchased for the Fund.

WHO IS THE FUND DESIGNED FOR? The Fund is designed for individual investors
who are seeking income exempt from federal personal income taxes, from a
portfolio of limited term maturity to try to reduce share price volatility.
The Fund does not seek capital gains or growth. Because it invests in
tax-exempt securities, the Fund is not appropriate for retirement plan
accounts. The Fund is intended to be a long-term investment but is not a
complete investment program.


Main Risks of Investing in the Fund

All investments have risks to some degree. The Fund's investments are subject
to changes in their value from a number of factors, described below. They
include changes in general bond market movements, the change in value of
particular bonds or the income they pay because of an event affecting the
issuer, or changes in interest rates that can affect bond prices overall.
There is also the risk that poor security selection by the Manager will cause
the Fund to underperform other funds having a similar objective.

CREDIT RISK. Municipal securities are subject to credit risk. Credit risk is
the risk that the issuer of a debt security might not make interest and
principal payments on the security as they become due. If the issuer fails to
pay interest, the Fund's income might be reduced, and if the issuer fails to
repay principal, the value of that security and of the Fund's shares might
fall. To help reduce credit risks, the Fund focuses on investing in
investment-grade securities. However, credit ratings are not guarantees of an
issuer's timely payments of its obligations. A downgrade in an issuer's
credit rating or other adverse news about an issuer can reduce the market
value of that issuer's securities.

INTEREST RATE RISKS. Municipal securities are subject to changes in value
when prevailing interest rates change. When prevailing interest rates fall,
the values of already-issued municipal securities generally rise. When
prevailing interest rates rise, the values of already-issued municipal
securities generally fall, and the securities may sell at a discount from
their face amount. The magnitude of these price changes is generally greater
for securities having longer maturities.

      Although the Fund attempts to limit its average effective portfolio
maturity to not more than five years, the Fund can hold securities having
maturities of more than five years to seek higher income. When the Fund holds
securities with longer maturities, it will seek to manage its average
effective portfolio maturity with other investment techniques. When the
average effective maturity of the Fund's portfolio is relatively longer, its
share prices may fluctuate more when interest rates change. However, the
Fund's maturity management strategy could be unsuccessful, so that the prices
of its portfolio securities could be more volatile than anticipated.

      Additionally, the Fund can buy variable and floating rate obligations.
When interest rates fall, the yields of these securities decline. Callable
bonds the Fund buys are more likely to be called when interest rates fall,
and the Fund might then have to reinvest the proceeds of the called
instrument in other securities that have lower yields, reducing its income.


      |X|   Tobacco Settlement Revenue Bonds. The Fund may invest a
      significant portion of its assets in tobacco settlement revenue bonds.
      Tobacco settlement revenue bonds are secured by an issuing state's
      proportionate share in the Master Settlement Agreement ("MSA"). The MSA
      is an agreement, reached out of court in November 1998 between 46
      states and nearly all the U.S. tobacco manufacturers (approximately 99%
      of the current combined market share of tobacco manufacturers). The MSA
      provides for payments annually by the manufacturers to the states and
      jurisdictions in perpetuity, in exchange for releasing all claims
      against the manufacturers and a pledge of no further litigation.
      Tobacco manufacturers pay into a master escrow trust based on their
      market share, and each state receives a fixed percentage of the payment
      as set forth in the MSA.

      A number of states have securitized the future flow of those payments
      by selling bonds pursuant to indentures, some through distinct
      governmental entities created for such purpose. The bonds are backed by
      the future revenue flow that is used for principal and interest
      payments on the bonds. Annual payments on the bonds, and thus risk to
      the Fund, are highly dependent on the receipt of future settlement
      payments to the state or its governmental entity, as well as several
      other factors. The actual amount of future settlement payments,
      therefore, is dependent on many factors, including, but not limited to,
      annual domestic cigarette shipments, cigarette consumption, inflation
      and the financial capability of participating tobacco companies. As a
      result, payments made by tobacco manufacturers could be negatively
      impacted if the decrease in tobacco consumption is significantly
      greater than the forecasted decline. A market share loss by the MSA
      companies to non-MSA participating tobacco manufacturers would cause a
      downward adjustment in the payment amounts. A participating
      manufacturer filing for bankruptcy also could cause delays or
      reductions in bond payments. The MSA itself has been subject to legal
      challenges and has, to date, withstood those challenges. The Statement
      of Additional Information contains more detailed information about the
      Fund's investments in tobacco settlement revenue bonds.


RISKS OF DERIVATIVE INVESTMENTS. The Fund can use derivatives to seek
increased income or to try to hedge investment risks. In general terms, a
derivative investment is an investment contract whose value depends on (or is
derived from) the value of an underlying asset, interest rate or index.
Options, futures, "inverse floaters" and interest rate swaps are examples of
derivatives the Fund can use.

      If the issuer of the derivative investment does not pay the amount due,
the Fund can lose money on its investment. Also, the underlying security or
investment on which the derivative is based, and the derivative itself, might
not perform the way the Manager expected it to perform. If that happens, the
Fund will get less income than expected, its hedge might be unsuccessful, and
its share prices could fall. The Fund has limits on the amount of particular
types of derivatives it can hold. However, using derivatives can increase the
volatility of the Fund's share prices. Some derivatives may be illiquid,
making it difficult for the Fund to value and to sell them at an acceptable
price.


Inverse Floaters Have Special Risks. Variable rate bonds known as "inverse
floaters" pay interest at rates that move in the opposite direction of yields
on short-term bonds in response to market changes. As short term interest
rates rise, inverse floaters produce less current income, and their market
value can become volatile. Inverse floaters are a type of "derivative
security."  Some have a "cap," so that if interest rates rise above the
"cap," the security pays additional interest income. If rates do not rise
above the "cap," the Fund will have paid an additional amount for a feature
that proves worthless. The Fund will not invest more than 20% of its total
assets in inverse floaters.

BORROWING FOR LEVERAGE. The Fund can borrow from banks to purchase additional
securities, a technique referred to as "leverage" in amounts up to one-third
of its total assets (including the amounts borrowed) less all liabilities and
indebtedness other than borrowings. This use of "leverage" will subject the
Fund to greater costs than funds that do not borrow for leverage, and may
also make the Fund's share prices more sensitive to interest rate changes.
The interest on borrowed money is an expense that might reduce the Fund's
yield.


HOW RISKY IS THE FUND OVERALL? The risks described above collectively form
the overall risk profile of the Fund and can affect the value of the Fund's
investments, its investment performance, and the prices of its shares.
Particular investments and investment strategies also have risks. These risks
mean that you can lose money by investing in the Fund. When you redeem your
shares, they may be worth more or less than what you paid for them. There is
no assurance that the Fund will achieve its investment objective.

      While the Fund's strategy of managing the volatility of its portfolio
by limiting its effective maturity may help reduce fluctuations in the Fund's
share prices, unanticipated events can affect the maturity of securities and
reduce the effectiveness of that strategy. In the OppenheimerFunds spectrum,
the Fund is more conservative than some types of bond funds, such as high
yield bond funds, and may be less volatile than longer-term tax-exempt funds,
but it has greater risks than money market funds.

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

The Fund's Past Performance

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

The after-tax returns are shown for Class A shares only and are calculated
using the historical highest individual federal marginal income tax rates in
effect during the periods shown, and do not reflect the impact of state or
local taxes. In certain cases, the figure representing "Return After Taxes on
Distributions and Sale of Fund Shares" may be higher than the other return
figures for the same period. A higher after-tax return results when a capital
loss occurs upon redemption and translates into an assumed tax deduction that
benefits the shareholder. The after-tax returns are calculated based on
certain assumptions mandated by regulation and your actual after-tax returns
may differ from those shown, depending on your individual tax situation. The
Fund's past investment performance, before and after taxes, is not
necessarily an indication of how the Fund will perform in the future.






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

[see appendix to the prospectus for data in bar chart showing annual total
returns.]

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

For the period from 1/01/05 through 12/31/05, the cumulative return (not
annualized) before taxes for Class A shares was 6.95%. During the period
shown in the bar chart, the highest return (not annualized) before taxes for
a calendar quarter was 4.21% (3 Qtr '04) and the lowest return (not
annualized) before taxes for a calendar quarter was -2.11% (2 Qtr '04).


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Average Annual Total Returns        1 Year            5 Years          10 Years
for    the    periods    ended

December 31, 2005

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Class A Shares  (inception

11/11/86)                            3.21%             5.99%             5.34%
  Return Before Taxes                3.21%             5.99%             5.32%
  Return After Taxes on
  Distributions                      3.62%             5.84%             5.26%
  Return  After  Taxes  on
  Distributions  and  Sale
  of Fund Shares

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Lehman Brothers Municipal
Bond Index (reflects no
deduction for fees, expenses

or taxes)                            3.51%             5.59%           5.71%(1)

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Class  B   Shares   (inception       2.14%             5.78%             4.92%

9/11/95)
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Class  C   Shares   (inception                          5.95%              5.71%
12/1/93)                           5.11%

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1.    From 12/31/1996.


The Fund's average annual total returns include applicable sales charges: for
Class A, the current maximum initial sales charge of 3.50%; for Class B, the
contingent deferred sales charges of 4% (1-year) and 1% (5-year); and for
Class C, the 1% contingent deferred sales charge for the 1-year period.
Because Class B shares convert to Class A shares 72 months after purchase,
Class B "life-of-class" performance does not include the contingent deferred
sales charge and uses Class A performance for the period after conversion.
The returns measure the performance of a hypothetical account and assume that
all dividends and capital gains distributions have been reinvested in
additional shares. The performance of the Fund's Class A shares is compared
to Lehman Brothers Municipal Bond Index, an unmanaged index of a broad range
of investment grade municipal bonds. The index performance includes
reinvestment of income but does not reflect transaction costs, fees, expenses
or taxes. The Fund's investments vary from those in the index.

Fees and Expenses of the Fund

The following tables are meant to help you understand the fees and expenses
you may pay if you buy and hold shares of the Fund. The Fund pays a variety
of expenses directly for management of its assets, administration,
distribution of its shares and other services. Those expenses are subtracted
from the Fund's assets to calculate the Fund's net asset values per share.
All shareholders therefore pay those expenses indirectly. Shareholders pay
other expenses directly, such as sales charges and account transaction
charges. The numbers below are based on the Fund's expenses during its fiscal
year ended September 30, 2005.

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Shareholder Fees (charges paid directly from your investment):
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                             Class A      Class B    Class C Shares
                             Shares        Shares
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Maximum Sales Charge          3.50%         None          None
(Load) on purchases (as
% of offering price)
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Maximum Deferred Sales
Charge (Load) (as % of
the lower of the             None(1)       4%(2)         1%(3)
original offering price
or redemption proceeds)
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Annual Fund Operating Expenses (deducted from Fund assets):
(% of average daily net assets)
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                                Class A Shares  Class B Shares  Class C Shares
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Management Fees                     0.42%           0.42%            0.42%
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Distribution and/or Service         0.25%           1.00%            1.00%
(12b-1) Fees
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Other Expenses                      0.25%           0.27%            0.24%
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Total Annual Operating Expenses     0.92%           1.69%            1.66%
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1.    A  contingent   deferred  sales  charge  may  apply  to  redemptions  of
   investments  of $1  million  or more of  Class A  shares.  See  "How to Buy
   Shares" for details.
2.    Applies to  redemptions  in first year after  purchase.  The  contingent
   deferred  sales  charge  gradually  declines  from  4% to 1% in  years  one
   through five and is eliminated after that.

3.    Applies to shares redeemed within 12 months of purchase.
Expenses may vary in future years. "Other Expenses" include transfer agent
fees, custodial fees, and accounting and legal expenses that the Fund pays.
The "Other Expenses" in the table are based on, among other things, the fees
the Fund would have paid if the transfer agent had not waived a portion of
its fees under a voluntary undertaking to the Fund to limit those fees to
0.35% of average daily net assets per fiscal year for all classes. That
undertaking may be amended or withdrawn at any time. The Fund's actual
expenses did not exceed this fee limitation during the fiscal year.

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


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

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If shares are redeemed:           1 year      3 years    5 years    10 years
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Class A Shares                     $441        $634        $844      $1,447
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Class B Shares                     $573        $737       $1,025    $1,617(1)
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Class C Shares                     $270        $528        $910      $1,981
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If shares are not redeemed:       1 year      3 years    5 years    10 years
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Class A Shares                     $441        $634        $844      $1,447
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Class B Shares                     $173        $537        $925     $1,617(1)
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Class C Shares                     $170        $528        $910      $1,981
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In the first example, expenses include the initial sales charge for Class A
and the applicable Class B and Class C contingent deferred sales charges. In
the second example, the Class A expenses include the sales charge, but Class
B and Class C expenses do not include contingent deferred sales charges.
1. Class B expense for years 7 through 10 are based on Class A expenses,
since Class B shares automatically convert to Class A shares 72 months after
purchase.

About the Fund's Investments

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

      The Manager tries to reduce risks by diversifying investments,
emphasizing investment-grade securities, seeking to limit the average
effective maturity of the portfolio, and carefully researching securities
before they are purchased. However, changes in the overall market prices of
municipal securities and the income they pay can occur at any time. The
yields and share prices of the Fund will change daily based on changes in
market prices of securities, interest rates and market conditions and in
response to other economic events. The Statement of Additional Information
contains more detailed information about the Fund's investment policies and
risks.

Municipal Securities. The Fund buys municipal bonds and notes, certificates
      of participation in municipal leases and other municipal debt
      obligations. These are debt obligations issued by the governments of
      states, their political subdivisions (such as cities, towns and
      counties), the District of Columbia, or by their agencies,
      instrumentalities and authorities, if the interest paid on the security
      is not subject to federal personal income tax (in the opinion of bond
      counsel to the issuer at the time the security is issued). The Fund can
      also buy securities issued by any commonwealths, territories or
      possessions of the United States, or their respective agencies,
      instrumentalities or authorities, if the interest paid on the security
      is not subject to federal personal income tax (in the opinion of bond
      counsel to the issuer at the time the security is issued).  The opinion
      of bond counsel does not insure that the interest will remain
      tax-exempt during the life of the bond.  All of these types of debt
      obligations are referred to as "municipal securities" in this
      Prospectus.


      Under highly unusual circumstances, the Internal Revenue Service may
      determine that a municipal bond issued as tax-exempt should in fact be
      taxable. If the Fund held such a bond, it might have to distribute
      taxable income or reclassify as taxable income previously distributed
      as tax-free.


      Municipal securities are issued to raise money for a variety of public
      or private purposes, including financing state or local governments,
      specific projects or public facilities. The Fund can buy municipal
      securities that are "general obligations," secured by the issuer's
      pledge of its full faith, credit and taxing power for the payment of
      principal and interest.

      The Fund can also buy "revenue obligations," whose interest is payable
      only from the revenues derived from a particular facility or class of
      facilities, or a specific excise tax or other revenue source, such as,
      e.g., tobacco revenue settlement bonds. Some of these revenue
      obligations are private activity bonds that pay interest that may be a
      tax preference for investors subject to alternative minimum tax. The
      Fund selects investments without regard to this type of tax treatment.


o     Municipal Lease Obligations. Municipal leases are used by state and
      local governments to obtain funds to acquire land, equipment or
      facilities. The Fund can invest in certificates of participation that
      represent a proportionate interest in payments made under municipal
      lease obligations. Most municipal leases, while secured by the leased
      property, are not general obligations of the issuing municipality. They
      often contain "non-appropriation" clauses under which the municipal
      government has no obligation to make lease or installment payments in
      future years unless money is appropriated on a yearly basis.


      If the government stops making payments or transfers its payment
      obligations to a private entity, the obligation could lose value or
      become taxable. Some lease obligations might not have an active trading
      market, making it difficult for the Fund to value and to sell them at
      an acceptable price.



Determining the "Average Effective Maturity" of the Fund's Portfolio. In
      general, when interest rates change, debt securities having shorter
      maturities fluctuate in value less than securities with longer
      maturities.  The Fund tries to reduce the volatility of its share
      prices by seeking to maintain an average effective portfolio maturity
      of five years or less. It measures the "average" maturity of all of its
      securities on a "dollar-weighted" basis, meaning that larger securities
      holdings have a greater effect on overall portfolio maturity than
      smaller holdings. The Fund can therefore hold securities with stated
      and effective maturities of more or less than five years.

      The "effective" maturity of a security is not always the same as the
      stated maturity date. A number of factors may cause the "effective"
      maturity to be shorter than the stated maturity. For example, a bond's
      effective maturity might be deemed to be shorter (for pricing and
      trading purposes) than its stated maturity as a result of differences
      between its coupon interest rate and current market interest rates,
      whether the bond is callable (that means the issuer can pay off the
      bond prior to its stated maturity), the rate of accretion of discounts
      on the bond, and other factors such as mandatory put provisions and
      scheduled sinking fund payments.

      When interest rates change, securities that have an effective maturity
      that is shorter than their stated maturity tend to behave like
      securities having those shorter maturity dates. However, those
      securities might not behave as expected, and the Fund might not always
      be successful in maintaining its average effective portfolio maturity
      at five years or less or in reducing the volatility of its share prices.

Ratings of Municipal Securities. As a fundamental policy, the Fund invests at
      least 80% of its net assets (plus borrowing for investment purposes) in
      investment-grade municipal securities that are exempt from federal
      income tax (including securities subject to alternative minimum tax).
      Under normal market conditions, as a non-fundamental policy, the Fund
      will invest at least 95% of its net assets in these securities.
      "Investment grade" securities are those rated within the four highest
      rating categories of Moody's, S&P,or other nationally-recognized rating
      organizations, or (if unrated) judged by the Manager to be comparable
      to securities rated as investment grade. Rating definitions of rating
      organizations are in Appendix A to the Statement of Additional
      Information. If a security the Fund buys is not rated, the Manager will
      use its judgment to assign a rating that it believes is comparable to
      that of a rating organization.

      The Manager relies to some extent on credit ratings by nationally
      recognized rating organizations in evaluating the credit risk of
      securities selected for the Fund's portfolio. It also uses its own
      research and analysis to evaluate risks. Many factors affect an
      issuer's ability to make timely payments, and the credit risks of a
      particular security might change over time. If the rating of a security
      is reduced after the Fund buys it, the Fund is not required
      automatically to dispose of that security. However, the Manager will
      evaluate those securities to determine whether to keep them in the
      Fund's portfolio.


o     Special Risks of Lower-Grade Securities. Municipal securities that are
      below investment grade (these are sometimes called "junk bonds") may be
      subject to greater price fluctuations and risks of loss of income and
      principal than investment grade municipal securities. Not more than 5%
      of net assets will be invested in securities rated below investment
      grade at the time of acquisition. Securities that are (or that have
      fallen) below investment grade have a greater risk that the issuers may
      not meet their debt obligations. They may also be less liquid than
      investment-grade securities, making it harder for the Fund to value or
      to sell them at an acceptable price.


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

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


Floating Rate/Variable Rate Obligations. Some municipal securities have
      variable or floating interest rates. Variable rates are adjustable at
      stated periodic intervals. Floating rates are automatically adjusted
      according to a specified market rate for such investments, such as the
      percentage of the prime rate of a bank or the 91-day U.S. Treasury Bill
      rate. These obligations may be secured by bank letters of credit or
      other credit support arrangements.


"When-Issued" and "Delayed-Delivery" Transactions. The Fund can purchase
      municipal securities on a "when-issued" basis and can purchase or sell
      securities on a "delayed- delivery" basis. Between the purchase and
      settlement, no payment is made for the security and no interest accrues
      to the buyer from the investment. There is a risk of loss to the Fund
      if the value of the when-issued security declines prior to the
      settlement date. No income accrues to the Fund on a when-issued
      security until the Fund receives the security on settlement of the
      trade.

Puts and Stand-By Commitments. The Fund can acquire "stand-by commitments" or
      "puts" with respect to municipal securities. These investments give the
      Fund the right to sell the securities at a set price on demand to the
      issuing broker-dealer or bank. However, a security having this feature
      may have a lower interest rate. The Fund will acquire stand-by
      commitments or puts solely to enhance portfolio liquidity.
Illiquid and Restricted Securities. Investments may be illiquid because they
      do not have an active trading market, making it difficult to value them
      or dispose of them promptly at an acceptable price. Restricted
      securities may have terms that limit their resale to other investors or
      may require registration under federal securities laws before they can
      be sold publicly. The Fund will not invest more than 15% of its net
      assets in illiquid or restricted securities. Certain restricted
      securities that are eligible for resale to qualified institutional
      purchasers may not be subject to that limit. The Manager monitors
      holdings of illiquid securities on an ongoing basis to determine
      whether to sell any holdings to maintain adequate liquidity.
Derivative Investments. The Fund can use derivatives to seek increased income
      or to try to hedge investment risks. The Fund generally does not use
      hedging instruments, such as options, to try to hedge investment risks.
      In general terms, a derivative investment is an investment contract
      whose value depends on (or is derived from) the value of an underlying
      asset, interest rate or index. "Inverse floaters" and "variable rate
      obligations" are examples of derivatives that the Fund can use.
o     There are Special Risks in Using Derivative Investments.  If the issuer
   of the derivative investment does not pay the amount due, the Fund can
   lose money on its investment. Also, the underlying security or investment
   on which the derivative is based, and the derivative itself, might not
   perform the way the Manager expected it to perform. If that happens, the
   Fund will get less income than expected or its hedge might be
   unsuccessful, and its share prices could fall. To try to preserve capital,
   the Fund has limits on the amount of particular types of derivatives it
   can hold.  However, using derivatives can increase the volatility of the
   Fund's share prices. Some derivatives may be illiquid, making it difficult
   for the Fund to sell them quickly at an acceptable price.

TEMPORARY DEFENSIVE AND INTERIM INVESTMENTS. In times of unstable adverse
market, economic or political conditions, the Fund can invest up to 100% of
its assets in temporary defensive investments that are inconsistent with the
Fund's principal investment strategies. Generally, they would be
high-quality, short-term money market instruments such as U.S. Government
securities, highly-rated commercial paper, short-term corporate debt
obligations, bank deposits or repurchase agreements. To the extent the Fund
invests in these securities, it might not achieve its investment objective.
      Under normal market conditions, the Fund can also hold these types of
investments for cash management purposes (in amounts not exceeding 20% of its
total assets) pending the investment of proceeds from the sale of Fund shares
or portfolio securities, or to meet anticipated redemptions of Fund shares.

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

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


How the Fund is Managed

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


      The Manager has been an investment adviser since 1960. The Manager and
its subsidiaries and controlled affiliates managed more than $200 billion in
assets as of December 31, 2005, including other Oppenheimer funds with more
than 6 million shareholder accounts. The Manager is located at Two World
Financial Center, 225 Liberty Street, 11th Floor, New York, New York
10281-1008.


Advisory Fees. Under the investment advisory agreement, the Fund pays the
      Manager an advisory fee at an annual rate which declines as the Fund's
      assets grow: 0.50% of the first $100 million of average annual net
      assets, 0.45% of the next $150 million, 0.425% of the next $250
      million, and 0.40% of average annual net assets in excess of $500
      million. The Fund's management fee for its last fiscal year ended
      September 30, 2005, was 0.42% of average annual net assets for each
      class of shares.

      A discussion  regarding the basis for the Board of Directors approval of
      the Fund's  investment  advisory  contract  is  available  in the Fund's
      Annual Report to shareholders for the year ended September 30, 2005.


     Portfolio Managers.   The Fund's portfolio is managed by a team of
     investment professionals, including Ronald H. Fielding, Daniel G.
     Loughran, Scott Cottier, Troy Willis, Mark DeMitry and Marcus Franz, who
     are primarily responsible for the day-to-day management of the Fund's
     investments.

     Mr. Fielding has been a Vice President and Senior Portfolio Manager of
     the Fund since July 2002.  Mr. Fielding has been a Senior Vice President
     of the Manager since January 1996 and Chairman of the Rochester Division
     of the Manager since January 1996.  He is a portfolio manager and
     officer of other funds in the OppenheimerFunds complex.  Mr. Fielding is
     the team leader and a portfolio manager and trader for the Fund.

     Mr. Loughran has been a Vice President of the Fund since October 2005
     and a Portfolio Manager of the Fund since April 2001.  Mr. Loughran has
     been a Vice President of the Manager since July 2002 and has been a
     portfolio manager with the Manager since 1999.  He is a portfolio
     manager of other funds in the OppenheimerFunds complex.  Mr. Loughran is
     both a portfolio manager and a trader for the Fund.

     Mr. Cottier has been a Vice President of the Fund since October 2005 and
     a Portfolio Manager of the Fund since July 2002.  Mr. Cottier has been a
     Vice President of the Manager since 2002.  Prior to joining the Manager
     in 2002, Mr. Cottier was a portfolio manager and trader at Victory
     Capital Management from 1999 to 2002.  He is a portfolio manager of
     other funds in the OppenheimerFunds complex.  Mr. Cottier is both the
     lead manager and a trader for the Fund.

     Mr. Willis has been a Vice President of the Fund since October 2005 and
     an Associate Portfolio Manager of the Fund since 2003. Prior to joining
     the Manager in 2003, Mr. Willis was a Corporate Attorney for Southern
     Resource Group from 1999 to 2003.  He is an associate portfolio manager
     of other funds in the OppenheimerFunds complex.  Mr. Willis is both an
     associate portfolio manager and a trader for the Fund.

     Mr. DeMitry has been a research analyst of the Manager since June 2003.
     Mr. DeMitry was a credit analyst of the Manager from July 2001 to May
     2003 and an Associate Regional Sales Representative of the Manager from
     December 2000 to June 2001.

     Mr. Franz has been a research analyst of the Manager since June 2003.
     Prior to joining the Manager, Mr. Franz was a summer intern in the
     Securities Division at TIAA-CREF from June 2002 to September 2002, and
     Senior Commercial Credit Analyst at M&T Bank from June 1999 to September
     2001.


     Additional information about the Fund's Portfolio Management Team,
     regarding compensation, other accounts managed and their ownership
     of Fund shares, is provided in the Statement of Additional
     Information.


PENDING LITIGATION
      A consolidated amended complaint has been filed as putative derivative
      and class actions against the Manager, Distributor and Transfer Agent,
      as well as 51 of the Oppenheimer funds (collectively the "funds"),
      including the Fund, 30 present and former Directors or Trustees and 8
      present and former officers of certain of the funds. This complaint,
      initially filed in the U.S. District Court for the Southern District of
      New York on January 10, 2005 and amended on March 4, 2005, consolidates
      into a single action and amends six individual previously-filed
      putative derivative and class action complaints.  Like those prior
      complaints, the complaint alleges that the Manager charged excessive
      fees for distribution and other costs, improperly used assets of the
      funds in the form of directed brokerage commissions and 12b-1 fees to
      pay brokers to promote sales of the funds, and failed to properly
      disclose the use of fund assets to make those payments in violation of
      the Investment Company Act and the Investment Advisers Act of 1940.
      Also, like those prior complaints, the complaint further alleges that
      by permitting and/or participating in those actions, the
      Directors/Trustees and the officers breached their fiduciary duties to
      Fund shareholders under the Investment Company Act and at common law.
      The complaint seeks unspecified compensatory and punitive damages,
      rescission of the funds' investment advisory agreements, an accounting
      of all fees paid, and an award of attorneys' fees and litigation
      expenses.

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

ABOUT YOUR ACCOUNT

How to Buy Shares

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

Buying Shares Through Your Dealer. You can buy shares through any dealer,
      broker or financial institution that has a sales agreement with the
      Distributor. Your dealer will place your order with the Distributor on
      your behalf. A broker or dealer may charge for that service.

Buying Shares Through the Distributor. Complete an OppenheimerFunds new
      account application and return it with a check payable to
      "OppenheimerFunds Distributor, Inc." Mail it to P.O. Box 5270, Denver,
      Colorado 80217. If you do not list a dealer on the application, Class A
      shares are your only purchase option. The Distributor will act as your
      agent in buying Class A shares. However, we recommend that you discuss
      your investment with a financial advisor before you make a purchase to
      be sure that the Fund is appropriate for you. Class B, or Class C
      shares may not be purchased by a new investor directly from the
      Distributor without the investor designating another registered
      broker-dealer. If a current investor no longer has another
      broker-dealer of record for an existing Class B, or Class C account,
      the Distributor is automatically designated as the broker-dealer of
      record, but solely for the purpose of acting as the investor's agent to
      purchase the shares.

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

WHAT IS THE MINIMUM AMOUNT YOU MUST INVEST? In most cases, you can buy Fund
shares with a minimum initial investment of $1,000 and make additional
investments at any time with as little as $50. There are reduced minimums
available under the following special investment plans:
o     By using an Asset Builder Plan or Automatic Exchange Plan (details are
      in the Statement of Additional Information), or government allotment
      plan, you can make subsequent investments (after making the initial
      investment of $500) for as little as $50. For any type of account
      established under one of these plans prior to November 1, 2002, the
      minimum additional investment will remain $25.
o     The minimum investment requirement does not apply to reinvesting
      dividends from the Fund or other Oppenheimer funds (a list of them
      appears in the Statement of Additional Information, or you can ask your
      dealer or call the Transfer Agent), or reinvesting distributions from
      unit investment trusts that have made arrangements with the
      Distributor.

AT WHAT PRICE ARE SHARES SOLD? Shares are sold at their offering price which
is the net asset value per share plus any initial sales charge that applies.
The offering price that applies to a purchase order is based on the next
calculation of the net asset value per share that is made after the
Distributor receives the purchase order at its offices in Colorado, or after
any agent appointed by the Distributor receives the order.

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

      The net asset value per share for a class of shares on a "regular
      business day" is determined by dividing the value of the Fund's net
      assets attributable to that class by the number of shares of that class
      outstanding on that day.  To determine net asset values, the Fund
      assets are valued primarily on the basis of current market quotations.
      If market quotations are not readily available or do not accurately
      reflect fair value for a security (in the Manager's judgment) or if a
      security's value has been materially affected by events occurring after
      the close of the NYSE or market on which the security is principally
      traded, that security may be valued by another method that the Board of
      Trustees believes accurately reflects the fair value.


      The Board has adopted valuation procedures for the Fund and has
      delegated the day-to-day responsibility for fair value determinations
      to the Manager's Valuation Committee.  Fair value determinations by the
      Manager are subject to review, approval and ratification by the Board
      at its next scheduled meeting after the fair valuations are
      determined.  In determining whether current market prices are readily
      available and reliable, the Manager monitors the information it
      receives in the ordinary course of its investment management
      responsibilities for significant events that it believes in good faith
      will affect the market prices of the securities of issuers held by the
      Fund.  Those may include events affecting specific issuers (for
      example, a halt in trading of the securities of an issuer on an
      exchange during the trading day) or events affecting securities markets
      (for example, a securities market closes early because of a natural
      disaster). The Fund uses fair value pricing procedures to reflect what
      the Manager and the Board believe to be more accurate values for the
      Fund's portfolio securities, although it may not always be able to
      accurately determine such values.


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

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

Buying Through a Dealer. If you buy shares through a dealer, your dealer must
      receive the order by the close of the NYSE (normally 4:00 p.m.) and
      transmit it to the Distributor so that it is received before the
      Distributor's close of business on a regular business day (normally
      5:00 p.m.) to receive that day's offering price, unless your dealer has
      made alternative arrangements with the Distributor. Otherwise, the
      order will receive the next offering price that is determined.


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






WHAT CLASSES OF SHARES DOES THE FUND OFFER? The Fund offers investors three
different classes of shares. The different classes of shares represent
investments in the same portfolio of securities, but the classes are subject
to different expenses and will likely have different share prices. When you
buy shares, be sure to specify the class of shares. If you do not choose a
class, your investment will be made in Class A shares.
------------------------------------------------------------------------------
------------------------------------------------------------------------------

------------------------------------------------------------------------------
------------------------------------------------------------------------------
Class A Shares. If you buy Class A shares, you pay an initial sales charge
      (on investments up to $1 million). The amount of that sales charge will
      vary depending on the amount you invest. The sales charge rates are
      listed in "How Can You Buy Class A Shares?" below.
------------------------------------------------------------------------------
Class B Shares. If you buy Class B shares, you pay no sales charge at the
      time of purchase, but you will pay an annual asset-based sales charge.
      If you sell your shares within 5 years of buying them, you will
      normally pay a contingent deferred sales charge. That contingent
      deferred sales charge varies depending on how long you own your shares,
      as described in "How Can You Buy Class B Shares?" below.
------------------------------------------------------------------------------
Class C Shares. If you buy Class C shares, you pay no sales charge at the
      time of purchase, but you will pay an annual asset-based sales charge.
      If you sell your shares within 12 months of buying them, you will
      normally pay a contingent deferred sales charge of 1.0%, as described
      in "How Can You Buy Class C Shares?" below.
------------------------------------------------------------------------------

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

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

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


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


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

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


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


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

      Additionally, the dividends payable to Class B and Class C shareholders
      will be reduced by the additional expenses borne by those classes that
      are not borne by Class A shares, such as the Class B and Class C
      asset-based sales charges described below and in the Statement of
      Additional Information. Also, checkwriting is not available on accounts
      subject to a contingent deferred sales charge.

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

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

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







 ------------------------------------------------------------------------------
       Amount of Purchase Front-End Sales   Front-End Sales   Concession As
                                            Charge As a
                          Charge As a       Percentage of
                          Percentage of     Net               Percentage of
                          Offering Price    Amount Invested   Offering Price
 ------------------------------------------------------------------------------
 ------------------------------------------------------------------------------
 Less than $100,000             3.50%             3.63%            3.00%
 ------------------------------------------------------------------------------
 ------------------------------------------------------------------------------
 $100,000   or  more  but       3.00%             3.09%            2.50%
 less than $250,000
 ------------------------------------------------------------------------------
 ------------------------------------------------------------------------------
 $250,000   or  more  but       2.50%             2.56%            2.00%
 less than $500,000
 ------------------------------------------------------------------------------
 ------------------------------------------------------------------------------
 $500,000   or  more  but       2.00%             2.04%            1.50%
 less than $1 million
 ------------------------------------------------------------------------------
Due to rounding,  the actual sales charge for a particular  transaction may be
higher or lower than the rates listed above.

SPECIAL SALES CHARGE ARRANGEMENTS AND WAIVERS. Appendix C to the Statement of
      Additional Information details the conditions for the waiver of sales
      charges that apply in certain cases and the special sales charge rates
      that apply to purchases of shares of the Fund by certain groups, or in
      other special types of transactions. To receive a waiver or special
      sales charge rate, you must advise the Distributor when purchasing
      shares or the Transfer Agent when redeeming shares that a special
      condition applies.
Can You Reduce Class A Sales Charges?  You and your spouse may be eligible to
buy Class A shares of the Fund at reduced sales charge rates set forth in the
table above under the Fund's "Right of Accumulation" or a "Letter of Intent."
The Fund reserves the right to modify or to cease offering these programs at
any time.
o     Right of Accumulation. To qualify for the reduced the Class A sales
         charge that would apply to a larger purchase than you are
         currently making (as shown in the table above), you can add
         the value of any Class A, Class B or, Class C shares of the
         Fund or other Oppenheimer funds that you or your spouse
         currently own, or are currently purchasing, to the value of
         your Class A share purchase.  Your Class A shares of
         Oppenheimer Money Market Fund, Inc. or Oppenheimer Cash
         Reserves on which you have not paid a sales charge will not be
         counted for this purpose. In totaling your holdings, you may
         count shares held in your individual accounts (including IRAs
         and 403(b) plans), your joint accounts with your spouse, or
         accounts you or your spouse hold as trustees or custodians on
         behalf of your children who are minors. A fiduciary can count
         all shares purchased for a trust, estate or other fiduciary
         account that has multiple accounts (including employee benefit
         plans for the same employer). If you are buying shares
         directly from the Fund, you must inform the Distributor of
         your eligibility and holdings at the time of your purchase in
         order to qualify for the Right of Accumulation. If you are
         buying shares through your financial intermediary you must
         notify your intermediary of your eligibility for the Right of
         Accumulation at the time of your purchase.

               To count shares of eligible Oppenheimer funds held in accounts
         at other intermediaries under this Right of Accumulation, you may be
         requested to provide the Distributor or your current intermediary
         with a copy of all account statements showing your current holdings
         of the Fund or other eligible Oppenheimer funds, including
         statements for accounts held by you and your spouse or in retirement
         plans or trust or custodial accounts for minor children as described
         above. The Distributor or intermediary through which you are buying
         shares will calculate the value of your eligible Oppenheimer fund
         shares, based on the current offering price, to determine which
         Class A sales charge rate you qualify for on your current purchase.
o     Letters of Intent. You may also qualify for reduced Class A sales
         charges by submitting a Letter of Intent to the Distributor. A
         Letter of Intent is a written statement of your intention to
         purchase a specified value of Class A, Class B or Class C
         shares of the Fund or other Oppenheimer funds over a 13-month
         period. The total amount of your intended purchases of Class
         A, Class B and Class C shares will determine the reduced sales
         charge rate that will apply to your Class A share purchases of
         the Fund during that period. You can choose to include
         purchases made up to 90 days before the date that you submit a
         Letter.   Your Class A shares of Oppenheimer Money Market Fund
         or Oppenheimer Cash Reserves on which you have not paid a
         sales charge will not be counted for this purpose. Submitting
         a Letter of Intent does not obligate you to purchase the
         specified amount of shares.  You may also be able to apply the
         Right of Accumulation to these purchases.

            If you do not complete the Letter of Intent, the front-end
         sales charge you paid on your purchases will be recalculated
         to reflect the actual value of shares you purchased.  A
         certain portion of your shares will be held in escrow by the
         Fund's Transfer Agent for this purpose. Please refer to "How
         to Buy Shares - Letters of Intent" in the Fund's Statement of
         Additional Information for more complete information.

Other Special Sales Charge Arrangements and Waivers.  The Fund and the
Distributor offer other opportunities to purchase shares without
front-end or contingent deferred sales charges under the programs
described below. The Fund reserves the right to amend or discontinue
these programs at any time without prior notice.
o     Dividend Reinvestment.  Dividends and/or capital gains distributions
         received by a shareholder from the Fund may be reinvested in
         shares of the Fund or any of the other Oppenheimer funds
         without a sales charge, at the net asset value per share in
         effect on the payable date. You must notify the Transfer Agent
         in writing to elect this option and must have an existing
         account in the fund selected for reinvestment.
o     Exchanges of Shares.  Shares of the Fund may be exchanged for shares of
         certain other Oppenheimer funds at net asset value per share
         at the time of exchange, without sales charge, and shares of
         the Fund can be purchased by exchange of shares of certain
         other Oppenheimer funds on the same basis. Please refer to
         "How to Exchange Shares" in this Prospectus and in the
         Statement of Additional Information for more details,
         including a discussion of circumstances in which sales charges
         may apply on exchanges.

o     Reinvestment Privilege.  Within six months of a redemption of certain
         Class A and Class B shares, the proceeds may be reinvested in
         Class A shares of the Fund, or any of the other Oppenheimer
         funds into which shares of the Fund may be exchanged, without
         a sales charge. This privilege applies to redemptions of Class
         A shares that were subject to an initial sales charge or Class
         A or Class B shares that were subject to a contingent deferred
         sales charge when redeemed. The investor must ask the Transfer
         Agent or financial intermediary for that privilege at the time
         of reinvestment and must identify the account from which the
         redemption was made.

Other Special Reductions and Waivers. The Fund and the Distributor offer
      additional arrangements to reduce or eliminate front-end sales charges
      or to waive contingent deferred sales charges for certain types of
      transactions and for certain classes of investors (primarily retirement
      plans that purchase shares in special programs through the
      Distributor). These are described in greater detail in Appendix C to
      the Statement of Additional Information, which may be ordered by
      calling 800.225.5677 or through the OppenheimerFunds website, at
      www.oppenheimerfunds.com (follow the hyperlinks: "Access Accounts and
      Services" - "Forms & Literature" - "Order Literature" - "Statements of
      Additional Information"). A description of these waivers and special
      sales charge arrangements is also available for viewing on the
      OppenheimerFunds website (follow the hyperlinks: "Research Funds" -
      "Fund Documents" - "View a description . . ."). To receive a waiver or
      special sales charge rate under these programs, the purchaser must
      notify the Distributor (or other financial intermediary through which
      shares are being purchased) at the time of purchase, or notify the
      Transfer Agent at the time of redeeming shares for those waivers that
      apply to contingent deferred sales charges.

Class A Contingent Deferred Sales Charge. There is no initial sales charge on
      purchases of Class A shares of any one or more of the Oppenheimer funds
      aggregating $1 million or more. The Distributor pays dealers of record
      concessions in an amount equal to 0.50% of purchases of $1 million or
      more. That concession will not be paid on purchases of shares by
      exchange or that were previously subject to a front-end sales charge
      and dealer concession.

      If you redeem any of those shares within an 18 month "holding period"
      measured from the beginning of the calendar month of their purchase, a
      contingent deferred sales charge (called the "Class A contingent
      deferred sales charge") may be deducted from the redemption proceeds.
      That sales charge will be equal to 1.0% of the lesser of:
o     the aggregate net asset value of the redeemed shares at the time of
      redemption (excluding shares purchased by reinvestment of dividends or
      capital gain distributions); or
o     the original net asset value of the redeemed shares.

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

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

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

--------------------------------------------------------------------------------
Years Since Beginning of Month in Which  Contingent Deferred Sales Charge on
                                         Redemptions in That Year
Purchase Order was Accepted              (As % of Amount Subject to Charge)
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
0 - 1                                    4.0%
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
1 - 2                                    3.0%
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
2 - 3                                    2.0%
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
3 - 4                                    2.0%
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
4 - 5                                    1.0%
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
More than 5                              None
--------------------------------------------------------------------------------
In the table,  a "year" is a  12-month  period.  In  applying  the  contingent
deferred  sales charge,  all purchases are considered to have been made on the
first regular business day of the month in which the purchase was made.

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

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

DISTRIBUTION AND SERVICE (12b-1) PLANS.

Service Plan for Class A Shares. The Fund has adopted a Service Plan for
      Class A shares. It reimburses the Distributor for a portion of its
      costs incurred for services provided to accounts that hold Class A
      shares. Reimbursement is made periodically at an annual rate of up to
      0.25% of the average annual net assets of Class A shares of the Fund.
      The Distributor currently uses all of those fees to pay dealers,
      brokers, banks and other financial institutions quarterly for providing
      personal service and maintenance of accounts of their customers that
      hold Class A shares.

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

      The asset-based sales charge and service fees increase Class B and
      Class C expenses by 1.00% of the net assets per year of the respective
      class. Because these fees are paid out of the Fund's assets on an
      ongoing basis, over time these fees will increase the cost of your
      investment and may cost you more than other types of sales charges.

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

      The Distributor currently pays a sales concession of 2.75% of the
      purchase price of Class B shares to dealers from its own resources at
      the time of sale. Including the advance of the service fee, the total
      amount paid by the Distributor to the dealer at the time of sale of
      Class B shares is therefore 3.00% of the purchase price. The
      Distributor normally retains the Class B asset-based sales charge. See
      the Statement of Additional Information for exceptions.

      The Distributor currently pays a sales concession of 0.75% of the
      purchase price of Class C shares to dealers from its own resources at
      the time of sale. Including the advance of the service fee, the total
      amount paid by the Distributor to the dealer at the time of sale of
      Class C shares is therefore 1.00% of the purchase price. The
      Distributor pays the asset-based sales charge as an ongoing concession
      to the dealer on Class C shares that have been outstanding for a year
      or more. The Distributor normally retains the Class C asset-based sales
      charge during the first year after Class C shares are purchased. See
      the Statement of Additional Information for exceptions.


      Under certain circumstances, the Distributor will pay the full Class B
      or Class C asset-based sales charge and the service fee to the dealer
      beginning in the first year after the purchase of such shares in lieu
      of paying the dealer the sales concession and the advance of the first
      year's service fee at the time of purchase, if there is a special
      agreement between the dealer and the Distributor. In those
      circumstances, the sales concession will not be paid to the dealer.

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

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

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

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

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

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


Special Investor Services

ACCOUNTLINK. You can use our AccountLink feature to link your Fund account
with an account at a U.S. bank or other financial institution. It must be an
Automated Clearing House (ACH) member. AccountLink lets you:
    o transmit funds electronically to purchase shares by telephone (through
      a service representative or by PhoneLink) or automatically under Asset
      Builder Plans, or
    o have the Transfer Agent send redemption proceeds or transmit dividends
      and distributions directly to your bank account. Please call the
      Transfer Agent for more information.
      You may purchase shares by telephone only after your account has been
established. To purchase shares in amounts up to $250,000 through a telephone
representative, call the Distributor at 1.800.225.5677. The purchase payment
will be debited from your bank account.


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


PHONELINK. PhoneLink is the OppenheimerFunds automated telephone system that
enables shareholders to perform a number of account transactions
automatically using a touch-tone phone. PhoneLink may be used on
already-established Fund accounts after you obtain a Personal Identification
Number (PIN), by calling the PhoneLink number, 1.800.225.5677.
Purchasing Shares. You may purchase shares in amounts up to $100,000 by
      phone, by calling 1.800.225.5677. You must have established AccountLink
      privileges to link your bank account with the Fund to pay for these
      purchases.
Exchanging Shares. With the OppenheimerFunds Exchange Privilege, described
      below, you can exchange shares automatically by phone from your Fund
      account to another OppenheimerFunds account you have already
      established by calling the special PhoneLink number.
Selling Shares. You can redeem shares by telephone automatically by calling
      the PhoneLink number and the Fund will send the proceeds directly to
      your AccountLink bank account. Please refer to "How to Sell Shares,"
      below for details.

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

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

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

How to Sell Shares

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

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

Where Can You Have Your Signature Guaranteed? The Transfer Agent will accept
      a guarantee of your signature by a number of financial institutions,
      including:
o     a U.S. bank, trust company, credit union or savings association,
o     a foreign bank that has a U.S. correspondent bank,
o     a U.S. registered dealer or broker in securities, municipal securities
      or government securities, or
o     a U.S. national securities exchange, a registered securities
      association or a clearing agency.
      If you are signing on behalf of a corporation, partnership or other
business or as a fiduciary, you must also include your title in the signature.

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

CHECKWRITING. To write checks against your Fund account, request that
privilege on your account application, or contact the Transfer Agent for
signature cards. They must be signed (with a signature guarantee) by all
owners of the account and returned to the Transfer Agent so that checks can
be sent to you to use. Shareholders with joint accounts can elect in writing
to have checks paid over the signature of one owner. If you previously signed
a signature card to establish checkwriting in another Oppenheimer fund,
simply call 1.800.225.5677 to request checkwriting for an account in this
Fund with the same registration as the other account.

o     Checks can be written to the order of whomever you wish, but may not be
      cashed at the bank the checks are payable through or the Fund's
      custodian bank.
o     Checkwriting privileges are not available for accounts holding shares
      that are subject to a contingent deferred sales charge.
o     Checks must be written for at least $500. Checks written below the
      stated amount on the check will not be accepted. However, if you have
      existing checks indicating a $100 minimum, you may still use them for
      amounts of $100 or more.
o     Checks cannot be paid if they are written for more than your account
      value. Remember, your shares fluctuate in value and you should not
      write a check close to the total account value.
o     You may not write a check that would require the Fund to redeem shares
      that were purchased by check or Asset Builder Plan payments within the
      prior 10 days.
o     Don't use your checks if you changed your Fund account number, until
      you receive new checks.

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

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

HOW DO YOU SELL SHARES BY TELEPHONE? You and your dealer representative of
record may also sell your shares by telephone. To receive the redemption
price calculated on a particular regular business day, your call must be
received by the Transfer Agent by the close of the NYSE that day, which is
normally 4:00 p.m., but may be earlier on some days. You may not redeem
shares under a share certificate by telephone.
   o  To redeem shares through a service representative or automatically on
      PhoneLink, call 1.800.225.5677.
      Whichever method you use, you may have a check sent to the address on
      the account statement, or, if you have linked your Fund account to your
      bank account on AccountLink, you may have the proceeds sent to that
      bank account.

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

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

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

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

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

      A  contingent  deferred  sales charge will be based on the lesser of the
net  asset  value of the  redeemed  shares  at the time of  redemption  or the
original net asset value.  A contingent  deferred  sales charge is not imposed
on:
o     the amount of your  account  value  represented  by an  increase  in net
      asset value over the initial purchase price,
o     shares  purchased by the  reinvestment  of  dividends  or capital  gains
      distributions, or
o     shares redeemed in the special circumstances  described in Appendix C to
      the Statement of Additional Information.

      To determine whether a contingent deferred sales charge applies to a
redemption, the Fund redeems shares in the following order:
   1. shares acquired by reinvestment of dividends and capital gains
      distributions,
   2. shares held for the holding period that applies to the class, and
   3. shares held the longest during the holding period.
      Contingent deferred sales charges are not charged when you exchange
shares of the Fund for shares of other Oppenheimer funds. However, if you
exchange them within the applicable contingent deferred sales charge holding
period, the holding period will carry over to the fund whose shares you
acquire. Similarly, if you acquire shares of this Fund by exchanging shares
of another Oppenheimer fund that are still subject to a contingent deferred
sales charge holding period, that holding period will carry over to this Fund.

How to Exchange Shares

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

   o  Shares of the fund selected for exchange must be available for sale in
      your state of residence.
   o  The prospectuses of both funds must offer the exchange privilege.
   o  When you establish your account, you must hold the shares you buy for
      at least seven days before you can exchange them. After the account is
      open seven days, you can exchange shares any regular business day,
      subject to the limitations described below.
   o  You must meet the minimum purchase requirements for the selected fund.
o     Generally, exchanges may be made only between identically registered
      accounts, unless all account owners send written exchange instructions
      with a signature guarantee.
   o  Before exchanging into a fund, you must obtain its prospectus and
      should read it carefully.

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

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

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

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

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

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

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

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

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


ARE THERE LIMITATIONS ON FREQUENT PURCHASES, REDEMPTIONS AND EXCHANGES?


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


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

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

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

o     Exchanges of Client Accounts by Financial Advisers.  The Fund and the
      Transfer Agent permit dealers and financial intermediaries to submit
      exchange requests on behalf of their customers (unless the customer has
      revoked that authority). The Distributor and/or the Transfer Agent have
      agreements with a number of financial intermediaries that permit them
      to submit exchange orders in bulk on behalf of their clients. Those
      intermediaries are required to follow the exchange policies stated in
      this Prospectus and to comply with additional, more stringent
      restrictions. Those additional restrictions include limitations on the
      funds available for exchanges, the requirement to give advance notice
      of exchanges to the Transfer Agent, and limits on the amount of client
      assets that may be invested in a particular fund. A fund or the
      Transfer Agent may limit or refuse bulk exchange requests submitted by
      such financial intermediaries if, in the Transfer Agent's judgment,
      exercised in its discretion, the exchanges would be disruptive to any
      of the funds involved in the transaction.

o     Redemptions of Shares.  These exchange policy limits do not apply to
         redemptions of shares. Shareholders are permitted to redeem their
         shares on any regular business day, subject to the terms of this
         Prospectus.

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

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

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

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


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


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

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

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

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

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

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


Shareholder Account Rules and Policies

More information about the Fund's policies and procedures for buying, selling
and exchanging shares is contained in the Statement of Additional Information.
A $12 annual "Minimum Balance Fee" is assessed on each Fund account with a
      value of less than $500. The fee is automatically deducted from each
      applicable Fund account annually in September.  See the Statement of
      Additional Information to learn how you can avoid this fee and for
      circumstances under which this fee will not be assessed.
The offering of shares may be suspended during any period in which the
      determination of net asset value is suspended, and the offering may be
      suspended by the Board of Trustees at any time the Board believes it is
      in the Fund's best interest to do so.
Telephone transaction privileges for purchases, redemptions or exchanges may
      be modified, suspended or terminated by the Fund at any time. The Fund
      will provide you notice whenever it is required to do so by applicable
      law. If an account has more than one owner, the Fund and the Transfer
      Agent may rely on the instructions of any one owner. Telephone
      privileges apply to each owner of the account and the dealer
      representative of record for the account unless the Transfer Agent
      receives cancellation instructions from an owner of the account.
The Transfer Agent will record any telephone calls to verify data concerning
      transactions and has adopted other procedures to confirm that telephone
      instructions are genuine, by requiring callers to provide tax
      identification numbers and other account data or by using PINs, and by
      confirming such transactions in writing. The Transfer Agent and the
      Fund will not be liable for losses or expenses arising out of telephone
      instructions reasonably believed to be genuine.
Redemption or transfer requests will not be honored until the Transfer Agent
      receives all required documents in proper form. From time to time, the
      Transfer Agent in its discretion may waive certain of the requirements
      for redemptions stated in this Prospectus.
Dealers that perform account transactions for their clients by participating
      in NETWORKING through the National Securities Clearing Corporation are
      responsible for obtaining their clients' permission to perform those
      transactions, and are responsible to their clients who are shareholders
      of the Fund if the dealer performs any transaction erroneously or
      improperly.
The redemption price for shares will vary from day to day because the value
      of the securities in the Fund's portfolio fluctuates. The redemption
      price, which is the net asset value per share, will normally differ for
      each class of shares. The redemption value of your shares may be more
      or less than their original cost.
Payment for redeemed shares ordinarily is made in cash. It is forwarded by
      check, or through AccountLink or by Federal Funds wire (as elected by
      the shareholder) within seven days after the Transfer Agent receives
      redemption instructions in proper form. However, under unusual
      circumstances determined by the Securities and Exchange Commission,
      payment may be delayed or suspended. For accounts registered in the
      name of a broker-dealer, payment will normally be forwarded within
      three business days after redemption.
The Transfer Agent may delay processing any type of redemption payment as
      described under "How to Sell Shares" for recently purchased shares, but
      only until the purchase payment has cleared. That delay may be as much
      as 10 days from the date the shares were purchased. That delay may be
      avoided if you purchase shares by Federal Funds wire or certified
      check, or arrange with your bank to provide telephone or written
      assurance to the Transfer Agent that your purchase payment has cleared.
Involuntary redemptions of small accounts may be made by the Fund if the
      account value has fallen below $200 for reasons other than the fact
      that the market value of shares has dropped. In some cases, involuntary
      redemptions may be made to repay the Distributor for losses from the
      cancellation of share purchase orders.
Shares may be "redeemed in kind" under unusual circumstances (such as a lack
      of liquidity in the Fund's portfolio to meet redemptions). This means
      that the redemption proceeds will be paid with liquid securities from
      the Fund's portfolio. If the Fund redeems your shares in-kind, you may
      bear transaction costs and will bear market risks until such time as
      such securities are converted into cash.
Federal regulations may require the Fund to obtain your name, your date of
      birth (for a natural person), your residential street address or
      principal place of business and your Social Security Number, Employer
      Identification Number or other government issued identification when
      you open an account. Additional information may be required in certain
      circumstances or to open corporate accounts.  The Fund or the Transfer
      Agent may use this information to attempt to verify your identity.  The
      Fund may not be able to establish an account if the necessary
      information is not received.  The Fund may also place limits on account
      transactions while it is in the process of attempting to verify your
      identity.  Additionally, if the Fund is unable to verify your identity
      after your account is established, the Fund may be required to redeem
      your shares and close your account.
"Backup withholding" of federal income tax may be applied against taxable
      dividends, distributions and redemption proceeds (including exchanges)
      if you fail to furnish the Fund your correct, certified Social Security
      or Employer Identification Number when you sign your application, or if
      you under-report your income to the Internal Revenue Service.
To avoid sending duplicate copies of materials to households, the Fund will
      mail only one copy of each prospectus, annual and semi-annual report
      and annual notice of the Fund's privacy policy to shareholders having
      the same last name and address on the Fund's records. The consolidation
      of these mailings, called householding, benefits the Fund through
      reduced mailing expense.

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

Dividends, Capital Gains and Taxes

DIVIDENDS. The Fund intends to declare dividends separately for each class of
shares from net tax-exempt income and/or net taxable investment income each
regular business day and to pay those dividends monthly, on a date selected
by the Board of Trustees. Daily dividends will not be declared or paid on
newly-purchased shares until Federal Funds are available to the Fund from the
purchase payment for such shares.

       The Fund attempts to pay dividends on Class A shares at a constant
level. There is no assurance that it will be able to do so. The Board of
Trustees may change the targeted dividend level at any time, without prior
notice to shareholders. The amount of those dividends and any other
distributions paid on other classes of shares may vary over time, depending
on market conditions, the composition of the Fund's portfolio, and expenses
borne by the particular class of shares. Dividends and other distributions
paid on Class A shares will generally be higher than dividends for Class B
and Class C shares, which normally have higher expenses than Class A. The
Fund cannot guarantee that it will pay any dividends or other distributions.

CAPITAL GAINS. Although the Fund does not seek capital gains, it may realize
capital gains on the sale of portfolio securities. If it does, it may make
distributions out of any net short-term or long-term capital gains annually.
The Fund may make supplemental distributions of dividends and capital gains
following the end of its fiscal year. There can be no assurance that the Fund
will pay any capital gains distributions in a particular year. Long-term
capital gains will be separately identified in the tax information the Fund
sends you after the end of the calendar year.

WHAT CHOICES DO YOU HAVE FOR RECEIVING DISTRIBUTIONS? When you open your
account, specify on your application how you want to receive your dividends
and distributions. You have four options:
Reinvest All Distributions in the Fund. You can elect to reinvest all
      dividends and capital gains distributions in additional shares of the
      Fund.
Reinvest Dividends or Capital Gains. You can elect to reinvest some
      distributions (dividends, short-term capital gains or long-term capital
      gains distributions) in the Fund while receiving the other types of
      distributions by check or having them sent to your bank account through
      AccountLink.
Receive All Distributions in Cash. You can elect to receive a check for all
      dividends and capital gains distributions or have them sent to your
      bank through AccountLink.
Reinvest Your Distributions in Another OppenheimerFunds Account. You can
      reinvest all distributions in the same class of shares of another
      OppenheimerFunds account you have established.

TAXES. Dividends paid from net investment income earned by the Fund on
municipal securities will be excludable from gross income for federal income
tax purposes. All or a portion of the dividends paid by the Fund that are
derived from interest paid on certain "private activity bonds" may be an item
of tax preference if you are subject to the federal alternative minimum tax.


      Dividends and capital gains distributions may be subject to federal,
state or local taxes. Any short-term capital gain distributions are taxable
to you as ordinary income. Any long-term capital gain distributions are
taxable to you as long-term capital gains, no matter how long you have owned
shares in the Fund. The Fund may derive gains in part from municipal
obligations the Fund purchased below their principal or face values. All, or
a portion of these gains may be taxable to you as ordinary income rather than
capital gains. Whether you reinvest your distributions in additional shares
or take them in cash, the tax treatment is the same.

Every year the Fund will send you and the IRS a statement showing the amount
of any taxable distribution you received in the previous year. The Fund will
also send you a separate statement summarizing the total distributions paid
by the Fund.

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

Remember, There May be Taxes on Transactions. Because the Fund's share prices
      fluctuate, you may have a capital gain or loss when you sell or
      exchange your shares. A capital gain or loss is the difference between
      the price you paid for the shares and the price you received when you
      sold them. Any capital gain is subject to capital gains tax.
Returns of Capital Can Occur. In certain cases, distributions made by the
      Fund may be considered a non-taxable return of capital to shareholders.
      If that occurs, it will be identified in notices to shareholders.

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

Financial Highlights

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

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

CLASS A      YEAR ENDED SEPTEMBER 30,                     2005             2004             2003             2002             2001
-----------------------------------------------------------------------------------------------------------------------------------
PER SHARE OPERATING DATA
-----------------------------------------------------------------------------------------------------------------------------------
Net asset value, beginning of period                  $  15.18         $  14.70         $  14.86         $  14.71         $  14.28
-----------------------------------------------------------------------------------------------------------------------------------
Income (loss) from investment operations:
Net investment income                                      .69 1            .73              .79              .73              .73
Net realized and unrealized gain (loss)                    .68              .51             (.16)             .14              .42
                                                      -----------------------------------------------------------------------------
Total from investment operations                          1.37             1.24              .63              .87             1.15
-----------------------------------------------------------------------------------------------------------------------------------
Dividends and/or distributions to shareholders:
Dividends from net investment income                      (.70)            (.76)            (.79)            (.72)            (.72)
-----------------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period                        $  15.85         $  15.18         $  14.70         $  14.86         $  14.71
                                                      =============================================================================

-----------------------------------------------------------------------------------------------------------------------------------
TOTAL RETURN, AT NET ASSET VALUE 2                        9.17%            8.62%            4.19%            6.17%            8.22%
-----------------------------------------------------------------------------------------------------------------------------------

-----------------------------------------------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA
-----------------------------------------------------------------------------------------------------------------------------------
Net assets, end of period (in thousands)              $943,010         $491,985         $260,413         $112,312         $100,734
-----------------------------------------------------------------------------------------------------------------------------------
Average net assets (in thousands)                     $691,251         $371,845         $184,574         $100,220         $ 97,558
-----------------------------------------------------------------------------------------------------------------------------------
Ratios to average net assets: 3
Net investment income                                     4.41%            4.94%            5.36%            5.02%            5.02%
Total expenses                                            0.93%            0.96%            1.00%            0.92%            0.94%
Expenses after payments and waivers and
reduction to custodian expenses                           0.92%            0.96%            1.00%            0.89% 4          0.94%
-----------------------------------------------------------------------------------------------------------------------------------
Portfolio turnover rate                                     29%              33%              78%             100%              32%

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

2. Assumes an investment on the business day before the first day of the fiscal
period, with all dividends and distributions reinvested in additional shares on
the reinvestment date, and redemption at the net asset value calculated on the
last business day of the fiscal period. Sales charges are not reflected in the
total returns. Total returns are not annualized for periods of less than one
full year. Returns do not reflect the deduction of taxes that a shareholder
would pay on Fund distributions or the redemption of Fund shares.

3. Annualized for periods of less than one full year.

4. Excludes interest expense.

SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.


                  73 | OPPENHEIMER LIMITED TERM MUNICIPAL FUND

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

CLASS B      YEAR ENDED SEPTEMBER 30,                     2005             2004             2003             2002             2001
-----------------------------------------------------------------------------------------------------------------------------------
PER SHARE OPERATING DATA
-----------------------------------------------------------------------------------------------------------------------------------
Net asset value, beginning of period                  $  15.17         $  14.69         $  14.85         $  14.70         $  14.28
-----------------------------------------------------------------------------------------------------------------------------------
Income (loss) from investment operations:
Net investment income                                      .58 1            .63              .69              .62              .62
Net realized and unrealized gain (loss)                    .67              .50             (.18)             .15              .41
                                                      -----------------------------------------------------------------------------
Total from investment operations                          1.25             1.13              .51              .77             1.03
-----------------------------------------------------------------------------------------------------------------------------------
Dividends and/or distributions to shareholders:
Dividends from net investment income                      (.58)            (.65)            (.67)            (.62)            (.61)
-----------------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period                        $  15.84         $  15.17         $  14.69         $  14.85         $  14.70
                                                      =============================================================================

-----------------------------------------------------------------------------------------------------------------------------------
TOTAL RETURN, AT NET ASSET VALUE 2                        8.34%            7.81%            3.40%            5.38%            7.34%
-----------------------------------------------------------------------------------------------------------------------------------

-----------------------------------------------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA
-----------------------------------------------------------------------------------------------------------------------------------
Net assets, end of period (in thousands)              $105,404         $ 95,267         $ 70,742         $ 24,086         $ 19,519
-----------------------------------------------------------------------------------------------------------------------------------
Average net assets (in thousands)                     $101,504         $ 84,577         $ 47,571         $ 20,967         $ 18,479
-----------------------------------------------------------------------------------------------------------------------------------
Ratios to average net assets: 3
Net investment income                                     3.70%            4.21%            4.60%            4.27%            4.25%
Total expenses                                            1.69%            1.72%            1.77%            1.68%            1.70%
Expenses after payments and waivers and
reduction to custodian expenses                           1.69%            1.72%            1.77%            1.65% 4          1.70%
-----------------------------------------------------------------------------------------------------------------------------------
Portfolio turnover rate                                     29%              33%              78%             100%              32%

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

2. Assumes an investment on the business day before the first day of the fiscal
period, with all dividends and distributions reinvested in additional shares on
the reinvestment date, and redemption at the net asset value calculated on the
last business day of the fiscal period. Sales charges are not reflected in the
total returns. Total returns are not annualized for periods of less than one
full year. Returns do not reflect the deduction of taxes that a shareholder
would pay on Fund distributions or the redemption of Fund shares.

3. Annualized for periods of less than one full year.

4. Excludes interest expense.

SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.


                  74 | OPPENHEIMER LIMITED TERM MUNICIPAL FUND

CLASS C      YEAR ENDED SEPTEMBER 30,                     2005             2004             2003             2002             2001
-----------------------------------------------------------------------------------------------------------------------------------
PER SHARE OPERATING DATA
-----------------------------------------------------------------------------------------------------------------------------------
Net asset value, beginning of period                  $  15.14         $  14.66         $  14.82         $  14.68         $  14.25
-----------------------------------------------------------------------------------------------------------------------------------
Income (loss) from investment operations:
Net investment income                                      .57 1            .63              .69              .62              .62
Net realized and unrealized gain (loss)                    .68              .50             (.18)             .14              .42
                                                      -----------------------------------------------------------------------------
Total from investment operations                          1.25             1.13              .51              .76             1.04
-----------------------------------------------------------------------------------------------------------------------------------
Dividends and/or distributions to shareholders:
Dividends from net investment income                      (.58)            (.65)            (.67)            (.62)            (.61)
-----------------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period                        $  15.81         $  15.14         $  14.66         $  14.82         $  14.68
                                                      =============================================================================

-----------------------------------------------------------------------------------------------------------------------------------
TOTAL RETURN, AT NET ASSET VALUE 2                        8.38%            7.85%            3.42%            5.32%            7.43%
-----------------------------------------------------------------------------------------------------------------------------------

-----------------------------------------------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA
-----------------------------------------------------------------------------------------------------------------------------------
Net assets, end of period (in thousands)              $522,684         $306,784         $164,236         $ 25,349         $ 19,604
-----------------------------------------------------------------------------------------------------------------------------------
Average net assets (in thousands)                     $406,498         $243,380         $ 93,199         $ 21,058         $ 17,692
-----------------------------------------------------------------------------------------------------------------------------------
Ratios to average net assets: 3
Net investment income                                     3.68%            4.20%            4.62%            4.27%            4.25%
Total expenses                                            1.66%            1.69%            1.75%            1.68%            1.70%
Expenses after payments and waivers and
reduction to custodian expenses                           1.66%            1.69%            1.75%            1.65% 4          1.70%
-----------------------------------------------------------------------------------------------------------------------------------
Portfolio turnover rate                                     29%              33%              78%             100%              32%

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

2. Assumes an investment on the business day before the first day of the fiscal
period, with all dividends and distributions reinvested in additional shares on
the reinvestment date, and redemption at the net asset value calculated on the
last business day of the fiscal period. Sales charges are not reflected in the
total returns. Total returns are not annualized for periods of less than one
full year. Returns do not reflect the deduction of taxes that a shareholder
would pay on Fund distributions or the redemption of Fund shares.

3. Annualized for periods of less than one full year.

4. Excludes interest expense.

INFORMATION AND SERVICES

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

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

ANNUAL AND SEMI-ANNUAL REPORTS. Additional information about the Fund's
investments and performance is available in the Fund's Annual and Semi-Annual
Reports to shareholders. The Annual Report includes a discussion of market
conditions and investment strategies that significantly affected the Fund's
performance during its last fiscal year.

How to Get More Information
You can request the Statement of Additional Information, the Annual and
Semi-Annual Reports, the notice explaining the Fund's privacy policy and
other information about the Fund or your account:

------------------------------------------------------------------------------
By Telephone:                 Call OppenheimerFunds Services toll-free:
                              1.800.CALL OPP (225.5677)
------------------------------------------------------------------------------
------------------------------------------------------------------------------
By Mail:                      Write to:
                              OppenheimerFunds Services
                              P.O. Box 5270
                              Denver, Colorado 80217-5270
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On the Internet:              You can request these documents by e-mail or
                              through the OppenheimerFunds website. You may
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Information about the Fund including the Statement of Additional Information
can be reviewed and copied at the SEC's Public Reference Room in Washington,
D.C. Information on the operation of the Public Reference Room may be
obtained by calling the SEC at 1.202.942.8090.  Reports and other information
about the Fund are available on the EDGAR database on the SEC's Internet
website at www.sec.gov. Copies may be obtained after payment of a duplicating
fee by electronic request at the SEC's e-mail address: publicinfo@sec.gov or
by writing to the SEC's Public Reference Section, Washington, D.C. 20549-0102.
No one has been authorized to provide any information about the Fund or to
make any representations about the Fund other than what is contained in this
Prospectus. This Prospectus is not an offer to sell shares of the Fund, nor a
solicitation of an offer to buy shares of the Fund, to any person in any
state or other jurisdiction where it is unlawful to make such an offer.

The Fund's shares are distributed by:                [logo]   OppenheimerFunds
Distributor, Inc.
The Fund's SEC File No. 811-2668

PR0860.001.0106
Printed on recycled paper







                          APPENDIX TO PROSPECTUS OF
                   OPPENHEIMER LIMITED TERM MUNICIPAL FUND

      Graphic material included in Prospectus of Oppenheimer Limited Term
Municipal Fund:  "Annual Total Returns (Class A) (as of December 31 each
year)".

      A bar chart will be included in the Prospectus of Oppenheimer Limited
Term Municipal Fund (the "Fund") depicting the annual total returns of a
hypothetical $10,000 investment in Class A shares of the Fund for each of the
10 most recent calendar years without deducting sales charges. Set forth
below are the relevant data points that will appear on the bar chart.

Calendar          Oppenheimer Limited Term
Year              Municipal Fund
Ended             Class A Shares


12/31/96              5.06%
12/31/97              9.02%
12/31/98              6.15%
12/31/99             -3.44%
12/31/00              7.14%
12/31/01              3.69%
12/31/02              7.83%
12/31/03              8.05%
12/31/04              7.30%
12/31/05              6.95%

Oppenheimer Limited Term Municipal Fund

6803 South Tucson Way, Centennial, Colorado 80112
1.800.CALL OPP (225.5677)


Statement of Additional Information dated January 27, 2006

      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 27, 2006.  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.........
     The Fund's Investment Policies...........................................
     Municipal Securities.....................................................
     Other Investment Techniques and Strategies...............................
     Other Investment Restrictions............................................
     Disclosure of Portfolio Holdings
How the Fund is Managed.......................................................
     Organization and History.................................................
     Trustees and Officers of the Fund........................................
     The Manager .............................................................

Brokerage Policies of the Fund................................................
Distribution and Service Plans................................................
Payments to Fund Intermediaries...............................................
Performance of the Fund.......................................................


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

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

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








                                      54
                                      2
A B O U T  T H E  F U N D

Additional Information About the Fund's Investment Policies and Risks

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

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

      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 values of debt securities vary 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.

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 municipal securities having a
maturity (when the security is issued) of more than one year 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 power,
if any, 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 such as a state's or local government's proportionate share of the
Tobacco Master Settlement Agreement. 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 advisors 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 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 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:
      |_| the frequency of trades and price quotations for such securities;
      |_| the number of dealers or other potential buyers willing to purchase
      or sell such securities;
      |_| the availability of market-makers; and
      |_| 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.
While the Fund holds such securities, the Manager will also evaluate the
likelihood of a continuing market for these securities and their credit
quality.


Tobacco Settlement Revenue Bonds.  The Fund may invest a significant portion
of its assets in tobacco settlement revenue bonds.  As of the Fund's fiscal
year ended September 30, 2005, 25.30% of the Fund's assets were invested in
tobacco revenue settlement bonds.
      Tobacco settlement revenue bonds are secured by an issuing state's
proportionate share in the Master Settlement Agreement ("MSA"). The MSA is an
agreement, reached out of court in November 1998 between 46 states and nearly
all of the U.S. tobacco manufacturers (approximately 99% of the current
combined market share of tobacco manufacturers). The MSA provides for
payments annually by the manufacturers to the states and jurisdictions in
perpetuity, in exchange for releasing all claims against the manufacturers
and a pledge of no further litigation. Tobacco manufacturers pay into a
master escrow trust based on their market share, and each state receives a
fixed percentage of the payment as set forth in the MSA.

      A number of states have securitized the future flow of those payments
by selling bonds pursuant to indentures, some through distinct governmental
entities created for such purpose. The bonds are backed by the future revenue
flow that is used for principal and interest payments on the bonds. Annual
payments on the bonds, and thus risk to the Fund, are highly dependent on the
receipt of future settlement payments to the state or its governmental
entity, as well as several other factors. The actual amount of future
settlement payments, therefore, is dependent on many factors, including, but
not limited to, annual domestic cigarette shipments, cigarette consumption,
inflation and the financial capability of participating tobacco companies. As
a result, payments made by tobacco manufacturers could be negatively impacted
if the decrease in tobacco consumption is significantly greater than the
forecasted decline. A market share loss by the MSA companies to non-MSA
participating tobacco manufacturers would cause a downward adjustment in the
payment amounts. A participating manufacturer filing for bankruptcy also
could cause delays or reductions in bond payments. The MSA itself has been
subject to legal challenges and has, to date, withstood those challenges.

      On September 21, 2004, a civil trial (United States v. Philip Morris,
et. al.) began in U.S. district court nearly five years after the U.S.
Department of Justice first filed charges against the tobacco industry. The
federal government alleges that the major tobacco companies defrauded and
misled the American public about the health risks associated with smoking
cigarettes. However, on February 4, 2005, the U.S. Court of Appeals for the
District of Columbia dismissed the specific claim seeking the disgorgement of
$280 billion representing past industry profits, and funding for cessation
and counter-advertising programs, and release of all industry documents.
During final arguments of the case before the U.S. District Court in June
2005, the U.S. government reduced its demand for damages from the tobacco
industry to $14 billion - a significant reduction from the original claim for
$280 billion. On October 17, 2005, the U.S. Supreme Court denied the U.S.
Department of Justice's petition for certiorari seeking further review of the
dismissal of the specific claim seeking disgorgement.

      The named defendant tobacco companies represent approximately 98% of
the tobacco industry's market share. The tobacco industry denies any
wrongdoing and counters that it has greatly modified its practices, including
warning labels on cigarette packs since the 1960s and agreeing to the MSA
with the states. A negative outcome to the trial could adversely affect the
MSA companies and, in turn, could potentially cause delays or reductions in
bond payments by those companies. However, to date, it is not possible to
predict the outcome of the litigation.


      |X| Maturity of the Fund's Portfolio. The Fund seeks to maintain a
dollar-weighted average effective portfolio maturity of five years or less to
try to reduce the volatility of the values of its securities. However, the
Fund can invest in securities that have short, intermediate or long
maturities. The goal is to try to manage the sensitivity of the Fund's
portfolio to changes in interest rates, and in doing so to manage the
volatility of the Fund's share prices in response to those changes.

      The Manager determines the effective maturity of debt obligations
purchased by the Fund considering various factors that apply to a particular
type of debt obligation, including those described below. While a debt
security's maturity can be used to measure the sensitivity of the security's
price to changes in interest rates, the term to maturity of a security does
not take into account the pattern (or expected pattern) of the security's
payments of interest or principal prior to maturity.


      |X| Credit Ratings of Municipal Securities. The Fund normally invests
at least 95% of its net assets (plus borrowing for investment purposes) in
investment-grade municipal securities that are exempt from federal income tax
(including securities subject to alternative minimum tax). Not more than 5%
of total assets will be invested in securities rated below investment grade
at the time of acquisition. Ratings by ratings organizations such as Moody's
Investors Service, Standard & Poor's Ratings Service and Fitch, Inc.
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, Standard & Poor's, 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 can 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.

      The rating definitions of Moody's, Standard & Poor's 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 Risk 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 Standard & Poor's, are
investment grade, they may be subject to special risks and have some
speculative characteristics.

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 the strategies
at all times and at times may not use them.

      |X| Floating Rate and Variable Rate Obligations.  Some fixed and
variable rate 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 obligation.

      The interest rate on a floating rate note is based on a stated
prevailing market rate, such as a bank's prime rate, the 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 note is also
based on a stated prevailing market rate but is adjusted automatically at
specified intervals of not less than one 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 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 year may have features that permit the holder to
recover the principal amount of the underlying security at specified
intervals not exceeding one year and upon not more than 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. "Inverse floaters" are municipal obligations on
which the income typically declines as short term rates increase and
increases as rates decline. Inverse floaters are a form of derivative
instruments. Changes in market interest rates or the floating rate of the
security inversely affect the residual interest rate of an inverse floater.
As a result, the price of an inverse floater will be considerably more
volatile than that of a fixed-rate obligation when interest rates change.

      To provide investment leverage, a municipal issuer might decide to
issue two variable rate obligations instead of a single long-term, fixed-rate
bond. For example, the interest rate on one obligation reflects short-term
interest rates. The interest rate on the other instrument, the inverse
floater, reflects the approximate rate the issuer would have paid on a
fixed-rate bond, multiplied by a factor of two, minus the rate paid on the
short-term instrument. The two portions may be recombined to create a
fixed-rate bond. The Manager might acquire both portions of that type of
offering, to reduce the effect of the volatility of the individual
securities. This provides the Manager with a flexible portfolio management
tool to vary the degree of investment leverage efficiently under different
market conditions. The Fund can invest up to 20% of its total assets in
inverse floaters.


      Inverse floaters may offer relatively high current income, reflecting
the spread between long-term and short-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 money
borrowed at 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. 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. 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 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 months and possibly as long
as two 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 purposes 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 liquid assets 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| 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. They must meet
credit requirements set by the Manager 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 days of the
purchase. Repurchase agreements having a maturity beyond seven days are
subject to the Fund's limits on holding illiquid investments. The Fund will
not enter into transactions that will cause more than 25% of the Fund's total
assets to be subject to repurchase agreements.

      Repurchase agreements, considered "loans" under the Investment Company
Act of 1940 (the "Investment Company Act"), are collateralized by the
underlying security. The Fund's repurchase agreements require that at all
times while the repurchase agreement is in effect, the collateral's value
must equal or exceed the repurchase price to fully collateralize the
repayment obligation.

      The Manager will monitor the vendor's creditworthiness to confirm that
the vendor is financially sound and will 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.

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

|X|   Illiquid and Restricted Securities. To enable the Fund to sell its
holdings of a restricted security not registered under the Securities Act of
1933, the Fund might have to cause those securities to be registered. The
expenses of registering restricted securities may be negotiated by the Fund
with the issuer at the time the Fund buys the securities. When the Fund must
arrange registration because the Fund wishes to sell the security, a
considerable period may elapse between the time the decision is made to sell
the security and the time the security is registered so that the Fund could
sell it. The Fund would bear the risks of any downward price fluctuation
during that period.

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

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

      |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. 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, these loans cannot 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 days' notice or in time to vote on any important matter.


      |X| Other Derivative Investments. 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| Hedging.  The Fund can purchase and sell futures contracts and put
and call options and can enter into interest rate swap agreements.  These are
all referred to as "hedging instruments."  The Fund does not use hedging
instruments for speculative purposes, and has limits on the use of them.  The
Fund does not use hedging instruments to a substantial degree and is not
required to use them in seeking its goal.

      Hedging involves risks.  If the Manager used a hedging instrument at
the wrong time or judged market conditions incorrectly, the hedge might be
unsuccessful and the strategy could reduce the Fund's return.  The Fund could
also experience losses if the prices of its futures and options positions
were not correlated with its other investments or if it could not close out a
position because of an illiquid market for the future or option.

      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:
      |_|   sell interest rate futures or municipal bond index futures,
      |_|   buy puts on such futures or securities, or
      |_|   write covered calls on securities, interest rate futures,
      broadly-based municipal indices, or municipal bond index futures. The
      Fund can also write covered calls 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:
      |_|   buy interest rate futures or municipal bond index futures, or
      |_|   buy calls on such futures or on securities.

      The Fund is not obligated to use hedging instruments, even though it is
permitted to use them in the Manager's discretion, as described below. The
Fund's strategy of hedging with futures and options on futures will be
incidental to the Fund's 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, are approved by its Board, and are permissible under
the Fund's investment restrictions and applicable regulations.

        |_| Futures. The Fund can buy and sell futures contracts relating to
debt securities (these are called "interest rate futures") and municipal bond
indices (these are referred to as "municipal bond index futures"), but only
as a hedge against interest rate changes.

      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 by or received by the Fund on the purchase or sale of
a futures contract. 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 bank 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 may 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. 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 (for example, the duration of
municipal bonds relative to U.S. Treasury bonds might turn out to be greater
than anticipated).

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

        Options trading involves the payment of premiums and can increase
portfolio turnover.  Interest rate swaps are subject to credit risks and
interest rate risks.

        |_| Writing Covered Call Options. The Fund can write (that is, sell)
call options. Calls the Fund sells may be listed on a securities or
commodities exchange or quoted on NASDAQ(R), the automated quotation system of
The NASDAQ(R)Stock Market, Inc. or traded in the over-the-counter market. 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. The Fund may
write calls on futures contracts, but if it does not own the futures contract
or deliverable securities, these calls must be covered by securities or other
liquid assets that the Fund owns and segregates to enable it to satisfy its
obligations if the call is exercised. Up to 20% of the Fund's total assets
may be subject to calls.

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

      The Fund's custodian 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 SEC
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.

      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 segregate
additional liquid assets 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.

        |_| Writing Put Options. The Fund can sell put options. A put option
on securities gives the purchaser the right to sell, and the writer the
obligation to buy, the underlying investment at the exercise price during the
option period. The Fund will not write puts if, as a result, more than 20% of
the Fund's total assets would be required to be segregated to cover such put
options.

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

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

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

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

        |_| Purchasing Calls and Puts. The Fund can buy calls on securities,
broadly-based municipal bond indices, municipal bond index futures and
interest rate futures. It can also buy calls to close out a call it has
written, as discussed above. Calls the Fund buys may be listed on a
securities or commodities exchange, or quoted on NASDAQ(R), 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 can buy puts on debt securities, municipal bond indices, and
interest rate or municipal bond index futures, whether or not it owns the
underlying investment. When the Fund purchases a put, it pays a premium and,
except as to puts on indices, has the right to sell the underlying investment
to a seller of a put on a corresponding investment during the put period at a
fixed exercise price. Puts on municipal bond indices are settled in cash.

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

      Buying a put on a debt security, interest rate future or municipal bond
index future the Fund owns enables the Fund to protect itself during the put
period against a decline in the value of the underlying investment below the
exercise price by selling the investment at the exercise price to a seller of
corresponding put. If the market price of the underlying investment is equal
to or above the exercise price and, as a result, the put is not exercised or
resold, the put will become worthless at its expiration date. In that case
the Fund will, have paid the premium but lost the right to sell the
underlying investment. However, the Fund may sell the put prior to its
expiration. That sale may or may not be at a profit.

        |_| 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 may
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 can 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 incur 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 may 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 segregate liquid
assets (such as cash or U.S. government securities) to cover any amounts it
could owe under swaps that exceed the amounts it is entitled to receive, and
it will adjust that amount daily, as needed. 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. The Commodities
Futures Trading Commission (the "CFTC") recently eliminated limitations on
futures trading by certain regulated entities including registered investment
companies. Consequently registered investment companies may engage in
unlimited futures transactions and options thereon provided that the Fund
claims an exclusion from regulation as a commodity pool operator. The Fund
has claimed such an exclusion from registration as a commodity pool operator
under the Commodity Exchange Act ("CEA"). The Fund may use futures and
options for hedging and non-hedging purposes to the extent consistent with
its investment objective, internal risk management guidelines adopted by the
Fund's investment advisor (as they may be amended from time to time), and as
otherwise set forth in the Fund's prospectus or this statement of additional
information.

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

      Under the Investment Company Act, when the Fund purchases 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 and Interim Investments. The securities the
Fund can invest in for temporary defensive purposes include the following:
          |_|                         short-term municipal securities;
          |_|                         obligations issued or guaranteed by the
          U.S. government or its agencies or instrumentalities;
          |_|             corporate debt securities rated within the three
          highest grades by a nationally recognized rating agency;
          |_|             commercial paper rated "A-1" by Standard & Poor's,
          or having a comparable rating by another nationally
          recognized-rating agency; and
          |_|             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.

|X|   Investment in Other Investment Companies. The Fund can also invest in
the securities of other investment companies, which can include open-end
funds, closed-end funds and unit investment trusts, subject to the limits set
forth in the Investment Company Act that apply to those types of investments,
and the following additional limitation: the Fund cannot invest in the
securities of other registered investment companies or registered unit
investment trusts in reliance on sub-paragraph (F) or (G) of section 12(d)(1)
of the Investment Company Act.  For example, the Fund can invest in
Exchange-Traded Funds, which are typically open-end funds or unit investment
trusts, listed on a stock exchange.  The Fund might do so as a way of gaining
exposure to the segments of the equity or fixed-income markets represented by
the Exchange-Traded Funds' portfolio, at times when the Fund may not be able
to buy those portfolio securities directly.

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

      |X| Borrowing for Leverage. The Fund can borrow from banks and
investment companies in amounts as permitted by the Investment Company Act to
buy portfolio securities. Borrowing to purchase portfolio securities is a
speculative investment technique known as "leveraging." This investment
technique may subject the Fund to greater risks and costs, including the
burden of interest expense, an expense the Fund would not otherwise incur.
The Fund can borrow only if it maintains a 300% ratio of assets to borrowings
at all times in the manner required under applicable provisions of the
Investment Company Act. If the value of the Fund's assets fails to meet this
300% asset coverage requirement, the Fund is required to reduce its bank debt
within three days to meet the requirement. To do so, the Fund might have to
sell a portion of its investments at a disadvantageous time.

      The Fund will pay interest on these loans, and that interest expense
will raise the overall expenses of the Fund and reduce its returns. If it
does borrow, its expenses will be greater than comparable funds that do not
borrow for leverage. The interest on a loan might be more (or less) than the
yield on the securities purchased with the loan proceeds. Additionally, the
Fund's net asset value per share might fluctuate more than that of funds that
do not borrow.

      The Fund has entered into an agreement enabling it to participate with
other OppenheimerFunds in an unsecured line of credit with a bank. Interest
is charged to each fund based on its respective borrowings. The Fund pays a
commitment fee equal to its pro rata share of the average amortized amount of
the credit line. This fee is described in the notes to the Financial
Statements at the end of this Statement of Additional Information.

      In addition, pursuant to an exemptive order issued by the SEC to
Citicorp North America, Inc. ("Citicorp"), the Fund also has the ability to
borrow, subject to the limits established by its investment policies, from
commercial paper and medium-term note conduits administered by Citicorp that
issue promissory notes to fund loans to investment companies such as the
Fund. These loans may be secured by assets of the Fund, so long as the Fund's
policies permit it to pledge its assets to secure a debt. Liquidity support
for these loans will be provided by banks obligated to make loans to the Fund
in the event the conduit or conduits are unable or unwilling to make such
loans. The Fund will have the right to prepay such loans and terminate its
participation in the conduit loan facility at any time upon prior notice. As
a borrower under a conduit loan facility, the Fund maintains rights and
remedies under state and federal law comparable to those it would maintain
with respect to a loan from a bank.


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 100%.



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:
      |_|         67% or more of the shares present or represented by proxy
      at a shareholder meeting, if the holders of more than 50% of the
      outstanding shares are present or represented by proxy, or
      |_|         more than 50% of the outstanding shares.

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


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


      |_| The Fund may not borrow money, except to the extent permitted under
the Investment Company Act, the rules or regulations thereunder or any
exemption therefrom that is applicable to the Fund, as such statute, rules or
regulations may be amended or interpreted from time to time.

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

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

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

      |_| The Fund cannot invest in real estate. However, the Fund can invest
in municipal securities or other permissible securities or instruments
secured by real estate or interests in real estate.

      |_| The Fund cannot underwrite securities. A permitted exception is in
case it is deemed to be an underwriter under the Securities Act of 1933 when
reselling in securities held in its portfolio.

      |_| 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.

    |X| Does the Fund Have Additional Non-Fundamental Policies?  The Fund has
additional operating policies that are not fundamental, and which can be
changed by the Board of Trustees without shareholder approval.  The following
investment restrictions are not fundamental policies of the Fund:

    |_| Although the Fund can invest 25% or more of its assets in a
particular segment of the municipal bond market, it will not invest 25% or
more of its total assets in industrial revenue bonds in a single industry.

    |_| The Fund will not purchase or retain securities if, as a result, the
Fund would have more than 5% of its total assets invested in securities of
private issuers having a record of less than three years' continuous
operation, or in industrial development bonds if the private entity on whose
credit the security is based, directly or indirectly, is less than three
years old, unless the security is rated by a nationally-recognized rating
service. In each case, that period may include the operation of predecessor
companies or enterprises.

    |_| The Fund will not invest in common stock or any warrants related to
common stocks. These operating policies are not fundamental policies.

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

      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 (except in the case of borrowing and
investments in illiquid securities).  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 such
government or other entity.

Applying the Restriction Against Concentration. To implement its policy not
to concentrate its investments, the Fund has adopted the industry
classifications set forth in Appendix B to this Statement of Additional
Information. Those industry classifications are not a fundamental policy.

      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.

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

o     Public Disclosure. The Fund's portfolio holdings are made publicly
            available no later than 60 days after the close of each of the
            Fund's fiscal quarters in semi-annual and annual reports to
            shareholders, or in its Statements of Investments on Form N-Q,
            which are publicly available at the SEC. In addition, the top 10
            or more holdings are posted on the OppenheimerFunds' website at
            www.oppenheimerfunds.com in the "Fund Profiles" section. Other
            general information about the Fund's portfolio investments, such
            as portfolio composition by asset class, industry, country,
            currency, credit rating or maturity, may also be posted with a
            15-day lag.

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

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

    A list of the top 10 or more portfolio securities holdings (based on
    invested assets), listed by security or by issuer, as of the end of each
    month may be disclosed to third parties (subject to the procedures below)
    no sooner than 15 days after month-end.

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

o     The third-party recipient must first submit a request for release of
            Fund portfolio holdings, explaining the business reason for the
            request;
o     Senior officers (a Senior Vice President or above) in the Manager's
            Portfolio and Legal departments must approve the completed
            request for release of Fund portfolio holdings; and
o     The third-party recipient must sign the Manager's portfolio holdings
            non-disclosure agreement before receiving the data, agreeing to
            keep information that is not publicly available regarding the
            Fund's holdings confidential and agreeing not to trade directly
            or indirectly based on the information.

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

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

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

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

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

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


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

o     Response to legal process in litigation matters, such as responses to
            subpoenas or in class action matters where the Fund may be part
            of the plaintiff class (and seeks recovery for losses on a
            security) or a defendant,
o     Response to regulatory requests for information (the SEC, NASD, state
            securities regulators, and/or foreign securities authorities,
            including without limitation requests for information in
            inspections or for position reporting purposes),
o     To potential sub-advisers of portfolios (pursuant to confidentiality
            agreements),
o     To consultants for retirement plans for plan sponsors/discussions at
            due diligence meetings (pursuant to confidentiality agreements),

o     Investment bankers in connection with merger discussions (pursuant to
            confidentiality agreements).


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

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

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

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

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


How the Fund is Managed

Organization and History. The Fund, a series of Oppenheimer Municipal Fund
(referred to as the "Fund"), is an open-end, diversified management
investment company organized as a Massachusetts business trust in 1986, with
an unlimited number of authorized shares of beneficial interest.

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

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

      The Fund currently has 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,
   will generally have a different net asset value,
o     will generally have separate voting rights on matters in which
      interests of one class are different from interests of another class,
      and

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


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


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

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

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

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

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


      The Board of Trustees has an Audit Committee, a Review Committee and a
Governance Committee. Each committee is comprised solely of Trustees who are
not "interested persons" under the Investment Company Act (the "Independent
Trustees"). The members of the Audit Committee are Edward L. Cameron
(Chairman), George C. Bowen, Robert J. Malone and F. William Marshall, Jr.
The Audit Committee held 7 meetings during the Fund's fiscal year ended
September 30, 2005.  The Audit Committee furnishes the Board with
recommendations regarding the selection of the Fund's independent registered
public accounting firm (also referred to as the "independent Auditors").
Other main functions of the Audit Committee, outlined in the Audit Committee
Charter, include, but are not limited to: (i) reviewing the scope and results
of financial statement audits and the audit fees charged; (ii) reviewing
reports from the Fund's independent Auditors regarding the Trust's internal
accounting procedures and controls; (iii) reviewing reports from the
Manager's Internal Audit Department;  (iv) reviewing certain reports from and
meet periodically with the Funds' Chief Compliance Officer; (v) maintaining a
separate line of communication between the Fund's independent Auditors and
the Independent Trustees; (vi) reviewing the independence of the Fund's
independent Auditors; and (vii) pre-approving the provision of any audit or
non-audit services by the Fund's independent Auditors, including tax
services, that are not prohibited by the Sarbanes-Oxley Act, to the Fund, the
Manager and certain affiliates of the Manager.

      The Review Committee is comprised solely of Independent Trustees. The
members of the Review Committee are Jon S. Fossel (Chairman), Robert G. Avis,
Sam Freedman and Beverly L. Hamilton.  The Review Committee held 6 meetings
during the Fund's fiscal year ended September 30, 2005.  Among other duties,
as set forth in the Review Committee's Charter, the Review Committee reports
and makes recommendations to the Board concerning the fees paid to the Fund's
transfer agent and the Manager and the services provided to the Fund by the
transfer agent and the Manager.  The Review Committee also reviews the Fund's
investment performance as well as the policies and procedures adopted by the
Fund to comply with Investment Company Act and other applicable law.


      The Governance Committee is comprised solely if Independent Trustees.
The members of the Governance Committee are, Robert J. Malone (Chairman),
William Armstrong, Beverly L. Hamilton and F. William Marshall, Jr.  The
Governance Committee held 5 meetings during the Fund's fiscal year ended
September 30, 2005.  Among other duties, as set forth in the Governance
Committee reviews and oversees the Fund's governance guidelines, the adequacy
of the Fund's Codes of Ethics and the nomination of Trustees, including
Independent Trustees.  The Governance Committee has adopted a process for
shareholder submission of nominees for board positions. Shareholders may
submit names of individuals, accompanied by complete and properly supported
resumes, for the Governance Committee's consideration by mailing such
information to the Governance Committee in care of the Fund.  The Governance
Committee may consider such persons at such time as it meets to consider
possible nominees.  The Governance Committee, however, reserves sole
discretion to determine which candidates for Trustees and Independent
Trustees it will recommend to the Board and/or shareholders and it may
identify candidates other than those submitted by Shareholders.  The
Governance Committee may, but need not, consider the advice and
recommendation of the Manager and/or its affiliates in selecting nominees.
The full Board elects new Trustees except for those instances when a
shareholder vote is required.

      Shareholders who desire to communicate with the Board should address
correspondence to the Board or an individual Board member and may submit
their correspondence electronically at www.opppenheimerfunds.com under the
caption "contact us" or by mail to the Fund at the address below.


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



Oppenheimer Cash Reserves                  Oppenheimer   Principal   Protected
                                           Trust III
Oppenheimer Champion Income Fund           Oppenheimer Real Asset Fund
                                           Oppenheimer  Senior  Floating  Rate
Oppenheimer Capital Income Fund            Fund
Oppenheimer Equity Fund, Inc.              Oppenheimer Strategic Income Fund
Oppenheimer High Yield Fund                Oppenheimer Variable Account Funds
Oppenheimer International Bond Fund        Panorama Series Fund, Inc.
Oppenheimer Integrity Funds
Oppenheimer Limited-Term Government Fund
                                           Centennial  California  Tax  Exempt
Oppenheimer Main Street Funds, Inc.        Trust
Oppenheimer Main Street Opportunity Fund   Centennial Government Trust
Oppenheimer Main Street Small Cap Fund     Centennial Money Market Trust
                                           Centennial   New  York  Tax  Exempt
Oppenheimer Municipal Fund                 Trust
Oppenheimer Principal Protected Trust      Centennial Tax Exempt Trust
Oppenheimer Principal Protected Trust II

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


      Messrs. Fielding, Loughran, Cottier, Willis, Gillespie, Murphy,
Petersen, Szilagyi, Vandehey, Wixted and Zack, and Mss. Bloomberg and Ives,
who are officers of the Fund, hold the same offices with one or more of the
other Board II Funds.  As of October 29, 2005, the Trustees and officers of
the Fund, as a group, owned of record or beneficially less than 1% of any
class of shares of the Fund. The foregoing statement does not reflect
ownership of shares held of record by an employee benefit plan for employees
of the Manager, other than the shares beneficially owned under that plan by
the officers of the Board II Funds.  In addition, none of the Independent
Trustees, (nor any of their immediate family members) own securities of
either the Manager or the Distributor, the Distributor or of any entity
directly or indirectly controlling, controlled by or under common control
with the Manager or the Distributor of the Board II Funds.


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

-------------------------------------------------------------------------------------
                                Independent Trustees
-------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------
Name,               Principal Occupation(s) During Past 5     Dollar     Aggregate
                                                                         Dollar
                                                                         Range Of
                                                                         Shares
                                                              Range of   Beneficially

Position(s) Held    Years;                                    Shares     Owned in
with Fund,          Other Trusteeships/Directorships Held;    BeneficiallAll
Length of Service,  Number of Portfolios in the Fund Complex  Owned in   Supervised
Age                 Currently Overseen                        the Fund   Funds

-------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------
                                                                As of December 31,

                                                                       2005

-------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------
William L.          Chairman of the following private         None       Over
Armstrong,          mortgage banking companies: Cherry Creek             $100,000
Chairman of the     Mortgage Company (since 1991),
Board since 2003    Centennial State Mortgage Company (since

and Trustee since   1994), and the El Paso Mortgage Company

1999                (since 1993); Chairman of the following

Age: 68             private companies: Ambassador Media
                    Corporation (since 1984) and Broadway
                    Ventures (since 1984); Director of the
                    following: Helmerich & Payne, Inc. (oil
                    and gas drilling/production company)
                    (since 1992), Campus Crusade for Christ
                    (since 1991) and The Lynde and Harry
                    Bradley Foundation, Inc. (non-profit
                    organization) (since 2002); former
                    Chairman of the following: Transland
                    Financial Services, Inc. (private
                    mortgage banking company) (1997-2003),
                    Great Frontier Insurance (insurance
                    agency) (1995-2000), Frontier Real
                    Estate, Inc. (residential real estate
                    brokerage) (1994-2000) and Frontier
                    Title (title insurance agency)
                    (1995-2000); former Director of the
                    following: UNUMProvident (insurance
                    company) (1991-2004), Storage Technology
                    Corporation (computer equipment company)
                    (1991-2003) and International Family
                    Entertainment (television channel)
                    (1992-1997); U.S. Senator (January
                    1979-January 1991). Oversees 38
                    portfolios in the OppenheimerFunds
                    complex.

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

Robert G. Avis,     Director and President of A.G. Edwards    None       Over
Trustee since 1993  Capital, Inc. (General Partner of                    $100,000
Age: 74             private equity funds) (until February

                    2001); Chairman, President and Chief
                    Executive Officer of A.G. Edwards
                    Capital, Inc. (until March 2000);
                    Director of A.G. Edwards & Sons, Inc.
                    (brokerage company) (until 2000) and
                    A.G. Edwards Trust Company (investment
                    adviser) (until March 2000); Vice
                    Chairman and Director of A.G. Edwards,
                    Inc. (until March 1999); Vice Chairman
                    of A.G. Edwards & Sons, Inc. (until
                    March 1999); Chairman of A.G. Edwards
                    Trust Company (until March 1999) and
                    A.G.E. Asset Management (investment
                    adviser) (until March 1999). Oversees 38
                    portfolios in the OppenheimerFunds
                    complex.
-------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------

George C. Bowen,    Assistant   Secretary   and  Director  of $10,001-$50Over
Trustee since 1998  Centennial Asset  Management  Corporation            $100,000
Age: 69             (December  1991-April  1999);  President,

                    Treasurer   and  Director  of  Centennial
                    Capital   Corporation   (June  1989-April
                    1999);   Chief   Executive   Officer  and
                    Director of  MultiSource  Services,  Inc.
                    (March  1996-April  1999); Mr. Bowen held
                    several  positions  with the  Manager and
                    with  subsidiary or affiliated  companies
                    of  the  Manager  (September   1987-April
                    1999).  Oversees  38  portfolios  in  the
                    OppenheimerFunds complex.
-------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------
Edward L. Cameron,  Member of The Life Guard of Mount         None       Over
Trustee since 2001  Vernon, (George Washington historical                $100,000
Age: 67             site) (since June 2000). Director of
                    Genetic ID, Inc. (biotech company)
                    (March 2001-May 2002); Partner at
                    PricewaterhouseCoopers LLP (accounting
                    firm) (July 1974-June 1999); Chairman of
                    Price Waterhouse LLP Global Investment
                    Management Industry Services Group (July
                    1994-June 1998). Oversees 38 portfolios
                    in the OppenheimerFunds complex.
-------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------
Jon S. Fossel,      Director of UNUMProvident (insurance      None       Over
Trustee since 1990  company) (since June 2002); Director of              $100,000
Age: 63             Northwestern Energy Corp. (public

                    utility corporation) (since November
                    2004); Director of P.R. Pharmaceuticals
                    (October 1999-October 2003); Director of
                    Rocky Mountain Elk Foundation
                    (non-profit organization) (February
                    1998-February 2003); Chairman and
                    Director (until October 1996) and
                    President and Chief Executive Officer
                    (until October 1995) of the Manager;
                    President, Chief Executive Officer and
                    Director of the following: Oppenheimer
                    Acquisition Corp. ("OAC")(parent holding
                    company of the Manager), Shareholders
                    Services Inc. and Shareholder Financial
                    Services, Inc. (until October 1995).
                    Oversees 38 portfolios in the
                    OppenheimerFunds complex.

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

Sam Freedman,       Director of Colorado Uplift (charitable   None       Over
Trustee since 1996  organization) (since September 1984).                $100,000
Age: 65             Mr. Freedman held several positions with

                    the Manager and with subsidiary or
                    affiliated companies of the Manager
                    (until October 1994). Oversees 38
                    portfolios in the OppenheimerFunds
                    complex.
-------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------

Beverly L.          Trustee of Monterey International         None       Over
Hamilton,           Studies (educational organization)                   $100,000
Trustee since 2002  (since February 2000); Board Member of
Age: 59             Middlebury College (educational
                    organizations) (since 2005); Director of
                    The California Endowment (philanthropic
                    organization) (since April 2002);
                    Director (February 2002-2005) and
                    Chairman of Trustees (since 2006) of the
                    Community Hospital of Monterey
                    Peninsula; Director (October 1991-2005)
                    and Vice Chairman (since 2006) of
                    American Funds' Emerging Markets Growth
                    Fund, Inc. (mutual fund); President of
                    ARCO Investment Management Company
                    (February 1991-April 2000); Member of
                    the investment committees of The
                    Rockefeller Foundation and The
                    University of Michigan; Advisor at
                    Credit Suisse First Boston's Sprout
                    venture capital unit (venture capital
                    fund) (1994-January 2005); Trustee of
                    MassMutual Institutional Funds
                    (investment company) (1996-June 2004);
                    Trustee of MML Series Investment Fund
                    (investment company) (April 1989-June
                    2004); Member of the investment
                    committee of Hartford Hospital
                    (2000-2003); and Advisor to Unilever
                    (Holland) pension fund (2000-2003).
                    Oversees 38 portfolios in the
                    OppenheimerFunds complex.

-------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------
Robert J. Malone,   Director    of    Jones     International None       Over
Trustee since 2002  University   (educational   organization)            $100,000
Age: 61             (since  August  2005);  Chairman,   Chief
                    Executive  Officer and Director of Steele
                    Street  State Bank  (commercial  banking)
                    (since   August   2003);    Director   of
                    Colorado        UpLIFT        (charitable
                    organization)  (since  1986);  Trustee of
                    the    Gallagher    Family     Foundation
                    (non-profit  organization)  (since 2000);
                    Former,  Chairman  of U.S.  Bank-Colorado
                    (subsidiary of U.S.  Bancorp and formerly
                    Colorado  National Bank) (July 1996-April
                    1999);  Director  of  Commercial  Assets,
                    Inc.  (real  estate   investment   trust)
                    (1993-2000);     Director     of    Jones
                    Knowledge,  Inc.  (2001-July  2004);  and
                    Director of U.S.  Exploration,  Inc. (oil
                    and   gas   exploration)   (1997-February
                    2004).  Oversees  38  portfolios  in  the
                    OppenheimerFunds complex.
-------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------
F. William          Trustee  of   MassMutual   Select   Funds None       Over
Marshall, Jr.,      (formerly    MassMutual     Institutional            $100,000
Trustee since 2001  Funds) (investment  company) (since 1996)
Age: 63             and   MML    Series    Investment    Fund
                    (investment    company)   (since   1996),
                    Trustee   (since   2003)   and   Chairman

                    (1994-2005) of the  Investment  Committee

                    of  the  Worcester   Polytech   Institute
                    (private   university);   President   and
                    Treasurer  of  the  SIS  Funds   (private
                    charitable  fund) (since  January  1999);
                    Chairman  of SIS &  Family  Bank,  F.S.B.
                    (formerly  SIS  Bank)  (commercial  bank)
                    (January  1999-July  1999); and Executive
                    Vice   President   of  Peoples   Heritage
                    Financial Group,  Inc.  (commercial bank)
                    (January  1999-July  1999).  Oversees  40
                    portfolios   in   the    OppenheimerFunds
                    complex.*
-------------------------------------------------------------------------------------
*  Includes two open-end investment companies: MassMutual Select Funds and
   MML Series Investment Fund. In accordance with the instructions for Form
   N-1A, for purposes of this section only, MassMutual Select Funds and MML
   Series Investment Fund are included in the "Fund Complex." The Manager
   does not consider MassMutual Select Funds and MML Series Investment Fund
   to be part of the OppenheimerFunds' "Fund Complex" as that term may be
   otherwise interpreted.

      The address of the Mr. Murphy is Two World Financial Center, 225
Liberty Street, 11th Floor, New York, New York 10281-1008. Mr. Murphy serves
as a Trustee for an indefinite term and as an officer for an annual term, or
until his resignation, retirement, death or removal. Mr. Murphy is an
"Interested Trustee" because he is affiliated with the Manager by virtue of
his positions as an officer and director of the Manager, and as a shareholder
of its parent company. Mr. Murphy was elected as a Trustee of the Fund with
the understanding that in the event he ceases to be the chief executive
officer of the Manager, he will resign as a Trustee of the Fund and the other
Board II Funds (defined below) for which he is a director or trustee.
--------------------------------------------------------------------------------------------
                                  Interested and Officer
--------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------
Name, Position(s)    Principal Occupation(s) During the Past 5        Dollar     Aggregate
                                                                                  Dollar
                                                                                 Range Of
                                                                                  Shares
                                                                     Range of   Beneficially
                                                                      Shares     Owned in
Held with the Fund,  Years; Other Trusteeships/Directorships Held;  Beneficially    All
Length of Service,   Number of Portfolios in the Fund Complex        Owned in   Supervised
Age                  Currently Overseen                              the Fund      Funds
--------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------

                                                                    As of December 31, 2005

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

John V. Murphy,      Chairman, Chief Executive Officer and          None        Over
President,           Director (since June 2001) and President                   $100,000
Principal Executive  (since September 2000) of the Manager;
Officer and Trustee  President and director or trustee of other
since 2001           Oppenheimer funds; President and Director of
Age: 56              OAC and of Oppenheimer Partnership Holdings,
                     Inc. (holding company subsidiary of the
                     Manager) (since July 2001); Director of
                     OppenheimerFunds Distributor, Inc.
                     (subsidiary of the Manager) (since November
                     2001); Chairman and Director of Shareholder
                     Services, Inc. and of Shareholder Financial
                     Services, Inc. (transfer agent subsidiaries
                     of the Manager) (since July 2001); President
                     and Director of OppenheimerFunds Legacy
                     Program (charitable trust program established
                     by the Manager) (since July 2001); Director
                     of the following investment advisory
                     subsidiaries of the Manager: OFI
                     Institutional Asset Management, Inc.,
                     Centennial Asset Management Corporation,
                     Trinity Investment Management Corporation and
                     Tremont Capital Management, Inc. (since
                     November 2001), HarbourView Asset Management
                     Corporation and OFI Private Investments, Inc.
                     (since July 2001); President (since November
                     2001) and Director (since July 2001) of
                     Oppenheimer Real Asset Management, Inc.;
                     Executive Vice President of Massachusetts
                     Mutual Life Insurance Company (OAC's parent
                     company) (since February 1997); Director of
                     DLB Acquisition Corporation (holding company
                     parent of Babson Capital Management LLC)
                     (since June 1995); Member of the Investment
                     Company Institute's Board of Governors (since
                     October 3, 2003); Chief Operating Officer of
                     the Manager (September 2000-June 2001);
                     President and Trustee of MML Series
                     Investment Fund and MassMutual Select Funds
                     (open-end investment companies) (November
                     1999-November 2001); Director of C.M. Life
                     Insurance Company (September 1999-August
                     2000); President, Chief Executive Officer and
                     Director of MML Bay State Life Insurance
                     Company (September 1999-August 2000);
                     Director of Emerald Isle Bancorp and Hibernia
                     Savings Bank (wholly-owned subsidiary of
                     Emerald Isle Bancorp) (June 1989-June 1998).
                     Oversees 87 portfolios in the
                     OppenheimerFunds complex.

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




The addresses of the Officers in the chart below is as follows: for Messrs.
Fielding, Loughran, Cottier, Willis, Gillespie, Murphy and Zack and Ms.
Bloomberg, Two World Financial Center, 225 Liberty Street, 11th Floor, New
York, New York 10281-1008, for Messrs. Petersen, Szilagyi,Vandehey and Wixted
and Ms. Ives, 6803 S. Tucson Way, Centennial, Colorado 80112-3924. Each
Officer serves for an indefinite term or until his or her resignation,
retirement death or removal



-------------------------------------------------------------------------------------
                             Other Officers of the Fund
-------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------
Name,                   Principal Occupation(s) During Past 5 Years
Position(s) Held with
Fund,
Length of Service,
Age
-------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------
Ronald H. Fielding,     Senior Vice President of the Manager since January 1996;
Vice President and      Chairman of the Rochester Division of the Manager since
Portfolio Manager       January 1996; an officer of 10 portfolios in the
since 2002              OppenheimerFunds complex.
Age:  56
-------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------

Daniel G. Loughran,     Vice President of the Manager since April 2001; an officer
Vice President and      of 10 portfolios in the OppenheimerFunds complex.

Portfolio Manager
since 2002
Age: 42
-------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------

Scott Cottier,          Vice President of the Manager since 2002; portfolio manager
Vice President since    and trader at Victory Capital Management (1999-2002); an
2005                    officer of 10 portfolios in the OppenheimerFunds complex.

Age: 34
-------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------

Troy Willis,            Assistant Vice President of the Manager since July 2005;
Vice President  since   Associate Portfolio Manager of the Manager since 2003;
2005                    corporate attorney for Southern Resource Group (1999-2003);
Age: 33                 an officer of 10 portfolios in the OppenheimerFunds complex.

-------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------
Mark S. Vandehey,       Senior Vice President and Chief Compliance Officer of the
Vice President and      Manager (since March 2004); Vice President of
Chief Compliance        OppenheimerFunds Distributor, Inc., Centennial Asset
Officer since 2004      Management Corporation and Shareholder Services, Inc.
Age:  55                (since June 1983); Vice President and Director of Internal
                        Audit of the Manager (1997-February 2004). An officer of 87
                        portfolios in the Oppenheimer funds complex.
-------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------
Brian W. Wixted,        Senior Vice  President and  Treasurer of the Manager  (since
Treasurer since 1999    March 1999);  Treasurer of the following:  HarbourView Asset
Age: 46                 Management  Corporation,   Shareholder  Financial  Services,
                        Inc.,  Shareholder  Services,  Inc.,  Oppenheimer Real Asset
                        Management   Corporation,    and   Oppenheimer   Partnership
                        Holdings,   Inc.   (since  March   1999),   of  OFI  Private
                        Investments,  Inc. (since March 2000),  of  OppenheimerFunds
                        International  Ltd.  and  OppenheimerFunds  plc  (since  May
                        2000),  OFI  Institutional  Asset  Management,  Inc.  (since
                        November 2000), and  OppenheimerFunds  Legacy Program (since
                        June 2003);  Treasurer  and Chief  Financial  Officer of OFI
                        Trust  Company  (trust  company  subsidiary  of the Manager)
                        (since May 2000); Assistant Treasurer of the following:  OAC
                        (since March 1999),  Centennial Asset Management Corporation
                        (March  1999-October  2003)  and   OppenheimerFunds   Legacy
                        Program  (April   2000-June   2003);   Principal  and  Chief
                        Operating  Officer  of  Bankers  Trust  Company-Mutual  Fund
                        Services  Division.  (March  1995-March 1999). An officer of
                        87 portfolios in the OppenheimerFunds complex.
-------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------
Brian Petersen,         Assistant  Vice  President  of  the  Manager  (since  August
Assistant Treasurer     2002);  Manager/Financial  Product Accounting of the Manager
since 2004              (November  1998-July  2002).  An officer of 87 portfolios in
Age: 35                 the OppenheimerFunds complex.
-------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------

Brian C. Szilagyi,      Assistant  Vice  President of the Manager (since July 2004);
Assistant Treasurer     Director of  Financial  Reporting  and  Compliance  of First
since 2005              Data  Corporation   (April   2003-July  2004);   Manager  of
Age:  35                Compliance  of Berger  Financial  Group LLC (May  2001-March
                        2003).  An officer of 87 portfolios in the  OppenheimerFunds
                        complex.

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

Robert G. Zack,         Executive  Vice  President  (since January 2004) and General
Vice President and      Counsel (since March 2002) of the Manager;  General  Counsel
Secretary since 2001    and  Director  of the  Distributor  (since  December  2001);
Age: 57                 General Counsel of Centennial Asset  Management  Corporation

                        (since  November  2001);  Senior Vice  President and General
                        Counsel of HarbourView Asset Management  Corporation  (since
                        December 2001);  Secretary and General Counsel of OAC (since
                        November 2001);  Assistant  Secretary (since September 1997)
                        and  Director  (since  November  2001)  of  OppenheimerFunds
                        International Ltd. and OppenheimerFunds  plc; Vice President
                        and  Director  of  Oppenheimer  Partnership  Holdings,  Inc.
                        (since  December 2002);  Director of Oppenheimer  Real Asset
                        Management,   Inc.  (since   November  2001);   Senior  Vice
                        President,  General  Counsel  and  Director  of  Shareholder
                        Financial  Services,  Inc. and  Shareholder  Services,  Inc.
                        (since  December  2001);  Senior  Vice  President,   General
                        Counsel and  Director of OFI Private  Investments,  Inc. and
                        OFI Trust Company (since November  2001);  Vice President of
                        OppenheimerFunds  Legacy Program  (since June 2003);  Senior
                        Vice  President  and  General  Counsel of OFI  Institutional
                        Asset  Management,  Inc. (since November 2001);  Director of
                        OppenheimerFunds   (Asia)  Limited  (since  December  2003);
                        Senior  Vice  President  (May  1985-December  2003),  Acting
                        General Counsel (November  2001-February 2002) and Associate
                        General  Counsel  (May  1981-October  2001) of the  Manager;
                        Assistant Secretary of the following:  Shareholder Services,
                        Inc.  (May  1985-November   2001),   Shareholder   Financial
                        Services,    Inc.   (November   1989-November   2001);   and
                        OppenheimerFunds      International     Ltd.      (September
                        1997-November  2001).  An  officer of 87  portfolios  in the
                        OppenheimerFunds complex.
-------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------

Lisa I. Bloomberg,      Vice  President and Associate  Counsel of the Manager (since
Assistant Secretary     May 2004);  First Vice President  (April  2001-April  2004),
since 2004              Associate  General  Counsel   (December   2000-April  2004),
Age:  37                Corporate   Vice  President   (May   1999-April   2001)  and
                        Assistant  General Counsel (May  1999-December  2000) of UBS
                        Financial    Services    Inc.     (formerly,     PaineWebber
                        Incorporated).   An   officer  of  87   portfolios   in  the
                        OppenheimerFunds complex.

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

Kathleen T. Ives,       Vice  President  (since  June 1998) and Senior  Counsel  and
Assistant Secretary     Assistant  Secretary  (since  October  2003) of the Manager;
since 2001              Vice President  (since 1999) and Assistant  Secretary (since
Age: 40                 October  2003) of the  Distributor;  Assistant  Secretary of

                        Centennial  Asset  Management   Corporation  (since  October
                        2003);   Vice   President   and   Assistant   Secretary   of
                        Shareholder   Services,   Inc.   (since   1999);   Assistant
                        Secretary   of    OppenheimerFunds    Legacy   Program   and
                        Shareholder   Financial   Services,   Inc.  (since  December
                        2001);    Assistant   Counsel   of   the   Manager   (August
                        1994-October  2003).  An  officer  of 87  portfolios  in the
                        OppenheimerFunds complex.
-------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------

-------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------
Phillip S. Gillespie,   Senior  Vice  President  and Deputy  General  Counsel of the
Assistant Secretary     Manager  (since  September   2004);   First  Vice  President
since 2004              (2000-September  2004), Director  (2000-September 2004)) and
Age:  41                Vice  President  (1998-2000)  of  Merrill  Lynch  Investment
                        Management.   An   officer   of   87   portfolios   in   the
                        OppenheimerFunds complex.
-------------------------------------------------------------------------------------




         |X| Remuneration of the Officers and Trustees. The officers and the
interested Trustee of the Fund, who are affiliated with the Manager, receive
no salary or fee from the Fund.  The Independent Trustees received the
compensation shown below from the Fund for serving as a Trustee and member of
a committee (if applicable), with respect to the Fund's fiscal year ended
September 30, 2005. The total compensation, including accrued retirement
benefits, from the Fund and fund complex represents compensation received for
serving as a Trustee and member of a committee (if applicable) of the boards
of the trusts and other funds in the OppenheimerFunds complex during the
calendar year ended December 31, 2004.










-------------------------------------------------------------------------------
Name of Trustee and Other Fund          Aggregate         Total Compensation
                                  Compensation from the    From the Fund and

                                         Fund(1)            Fund Complex(2)
                                    Fiscal Year ended     Year ended December
Position(s) (as applicable)              9/30/05               31, 2005

-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
William L. Armstrong                      $3,415                $178,000
Chairman of the Board and
Governance Committee Member
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
Robert G. Avis                            $2,274                $118,500
Review Committee Member
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
George C. Bowen                           $2,274                $118,500
Audit Committee Member
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
Edward L. Cameron                         $2,610                $136,000
Audit Committee Chairman
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------

Jon S. Fossel                             $2,610                $124,100

Review Committee Chairman
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
Sam Freedman                              $2,274                $118,500
Review Committee Member
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
Beverly Hamilton

Review Committee Member and              $2,288(3)              $107,175
Governance Committee Member

-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
Robert J. Malone

Governance Committee Chairman            $2,624(4)              $134,868
and Audit Committee Member

-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
F. William Marshall, Jr.

Audit Committee Member and                $2,274              $169,500(5)
Governance Committee Member

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

1.    "Aggregate Compensation from the Fund" includes fees and deferred
   compensation, if any.
2.    In accordance with SEC regulations, for purposes of this section only,
   "Fund Complex" includes the Oppenheimer funds, the MassMutual
   Institutional Funds, the MassMutual Select Funds and the MML Series
   Investment Fund, the investment adviser for which is the indirect parent
   company of the Fund's, Manager. The Manager also serves as the Sub-Advisor
   to the following: MassMutual Premier International Equity Fund, MassMutual
   Premier Main Street Fund, MassMutual Premier Strategic Income Fund,
   MassMutual Premier Capital Appreciation Fund, and MassMutual Premier
   Global Fund. The Manager does not consider MassMutual Institutional Funds,
   MassMutual Select Funds and MML Series Investment Fund to be part of the
   OppenheimerFunds' "Fund Complex" as that term may be otherwise interpreted.

3.    Includes $2,288 deferred by Ms. Hamilton under the "Deferred
   Compensation Plan" described below.
4.    Includes $2,624 deferred by Mr. Malone under the "Deferred Compensation
   Plan" described below.
5. Includes $49,000 compensation paid to Mr. Marshall for serving as a
   Trustee for MassMutual Select Funds and MML Series Investment Fund.



      |X| Deferred Compensation Plan for Trustees. The Board of Trustees has
adopted a Deferred Compensation Plan for Independent Trustees that enables
them to elect to defer receipt of all or a portion of the annual fees they
are entitled to receive from 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 amount of compensation deferred and 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 SEC, the Fund may invest in the funds selected by the Trustee under
the plan without shareholder approval for the limited purpose of determining
the value of the Trustee's deferred fee account.

      |X| Major Shareholders.  As of October 29, 2005, the only persons or
entities who owned of record or were known by the Fund to own of record
beneficially 5% or more of any class of the Fund's outstanding shares were:


      Charles Schwab & Co. Inc., Special Custody Acct for the Exclusive
      Benefit of Customers, 101 Montgomery Street, San Francisco, CA
      94104-4122, which owned 7,651,705.848 Class A Shares, representing
      11.63% of the Class A shares then outstanding;

      MLPF&S for the sole benefit of its customers., 4800 Deer Lake Drive
      East, Floor 3, Jacksonville, FL 32246-6484, which owned 4,972,813.079
      Class A Shares, representing 7.56% of the Class A Shares then
      outstanding;

      MLPF&S for the sole benefit of its customers, 4800 Deer Lake Drive
      East, Floor 3, Jacksonville, FL 32246-6484, which owned 709,221.795
      Class B Shares, representing 10.69% of the Class B Shares then
      outstanding;

      Citigroup Global Markets, Inc., ATTN Cindy Tempesta, 7th Floor, 333
      West 34th Street, New York, NY 10001-2483, which owned 354,827.247
      Class B Shares, representing 5.35% of the Class B shares then
      outstanding;

      MLPF&S for the sole benefit of its customers, 4800 Deer Lake Drive
      East, Floor 3, Jacksonville, FL 32246-6484, which owned 9,916,246.038
      Class C Shares, representing 28.20% of the Class C Shares then
      outstanding.

      Citigroup Global Markets, Inc., ATTN Ciny Tempesta, 7th Floor, 333 West
      34th Street, New York, NY 10001-2483, which owned 2,322,870.943 Class C
      Shares, representing 6.60% 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, a
global, diversified insurance and financial services organization.

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

      The Code of Ethics is an exhibit to the Fund's registration statement
filed with the SEC and can be reviewed and copied at the SEC's Public
Reference Room in Washington, D.C. You can obtain information about the hours
of operation of the Public Reference Room by calling the SEC at
1.202.942.8090. The Code of Ethics can also be viewed as part of the Fund's
registration statement on the SEC's EDGAR database at the SEC's Internet
website at 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.


Portfolio Proxy Voting.  The Fund has adopted Portfolio Proxy Voting Policies
and Procedures under which the Fund votes proxies relating to securities
("portfolio proxies") held by the Fund.  The Fund's primary consideration in
voting portfolio proxies is the financial interests of the Fund and its
shareholders. The Fund has retained an unaffiliated third-party as its agent
to vote portfolio proxies in accordance with the Fund's Portfolio Proxy
Voting Guidelines and to maintain records of such portfolio proxy voting. The
Portfolio Proxy Voting Policies and Procedures include provisions to address
conflicts of interest that may arise between the Fund and the Manager where
or the Manager's affiliates or business relationships. Such a conflict of
interest may arise, for example, where the Manager or an affiliate of the
Manager manages or administers the assets of a pension plan or other
investment account of the portfolio company soliciting the proxy or seeks to
serve in that capacity. The Manager and its affiliates generally seek to
avoid such conflicts by maintaining separate investment decision making
processes to prevent the sharing of business objectives with respect to
proposed or actual actions regarding portfolio proxy voting decisions.
Additionally, the Manager employs the following two procedures:  (1) if the
proposal that gives rise to the conflict is specifically addressed in the
Guidelines, the Manager will vote the portfolio proxy in accordance with the
Guidelines, provided that they do not provide discretion to the Manager on
how to vote on the matter; and (2) if such proposal is not specifically
addressed in the Guidelines or the Guidelines provide discretion to the
Manager on how to vote, the Manager will vote in accordance with the
third-party proxy voting agent's general recommended guidelines on the
proposal provided that the Manager has reasonably determined that there is no
conflict of interest on the part of the proxy voting agent.  If neither of
the previous two procedures provides an appropriate voting recommendation,
the Manager may retain an independent fiduciary to advise the Manager on how
to vote the proposal or may abstain from voting.  The Guidelines' provisions
with respect to certain routine and non-routine proxy proposals are
summarized below:

o     The Fund generally votes with the recommendation of the issuer's
            management on routine matters, ratification of independent registered
            public accounting firm, unless circumstances indicate otherwise.
o     The Fund evaluates nominees for director nominated by management on a
            case-by-case basis, examining the following factors, among others:
            Composition of the board and key board committees, attendance at board
            meetings, corporate governance provisions and takeover activity,
            long-term company performance and the nominee's investment in the
            company.
o     In general, the Fund opposes anti-takeover proposals and supports the
            elimination or the ability of shareholders to vote on the preservation
            or elimination, of anti-takeover proposals, absent unusual
            circumstances.

o     The Fund supports shareholder proposals to reduce a super-majority vote
            requirement, and opposes management proposals to add a super-majority
            vote requirement.

o     The Fund opposes proposals to classify the board of directors.
o     The Fund supports proposals to eliminate cumulative voting.
o     The Fund opposes re-pricing of stock options without shareholder
            approval.

o     The Fund generally considers executive compensation questions such as
            stock option plans and bonus plans to be ordinary business activity.
            The Fund analyzes stock option plans, paying particular attention to
            their dilutive effect. While the Fund generally supports management
            proposals, the Fund opposes plans it considers to be excessive.

      The Fund is required to file Form N-PX, with its complete proxy voting
record for the 12 months ended June 30th, no later than August 31st of each
year.  The Fund's Form N-PX filing is available (i) without charge, upon
request, by calling the Fund toll-free at 1.800.525-7048 and (ii) on the
SEC's website at www.sec.gov.

      |X|   The Investment Advisory Agreement. The Manager provides
investment advisory and management services to the Fund under an investment
advisory agreement between the Manager and the Fund. The Manager selects
securities for the Fund's portfolio and handles its day-to day business. 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 Independent 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 Ending 9/30           Management Fee Paid to the Manager

-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
             2003                                 $1,487,419
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
             2004                                 $3,033,994
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
             2005                                 $5,024,305
-------------------------------------------------------------------------------


      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 shall not be liable for any loss sustained by
reason of good faith errors or omissions in connection with any matters
related to the investment advisory agreement.

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

Portfolio Managers. The Fund's portfolio is managed by Ronald H. Fielding and
a team of investment professionals including Daniel G. Loughran, Scott
Cottier, Troy Willis, Mark DeMitry and Marcus Franz (each is referred to as a
"Portfolio Manager" and collectively they are referred to as the "Portfolio
Managers") who are responsible for the day-to-day management of the Fund's
investments.


  Other Accounts Managed.  In addition to managing the Fund's
investment portfolio, Messrs. Fielding, Loughran, Cottier, Willis, DeMitry
and Franz also manages other investment portfolios and other accounts on
behalf of the Manager or its affiliates. The following table provides
information, as of September 30, 2005, regarding the other portfolios and
accounts managed by a Portfolio Manager.  No portfolio or account has an
advisory fee based on performance:


Portfolio      Registered   Total    Other     Total      Other    Total
                                               Assets in
                          Assets in            Other                Assets
                         Registered  Pooled    Pooled              in

               InvestmentInvestment  InvestmentInvestment          Other
               Companies  Companies  Vehicles  Vehicles   Accounts Accounts ,)(2)
Manager         Managed  Managed(1)   Managed  Managed(1) Managed(2Managed(1

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

Ronald H.         10     $20,679.80   None        None      None     None

Fielding
----------------------------------------------------------------------------
----------------------------------------------------------------------------

Daniel G.         10     $20,679.80   None        None      None     None

Loughran
----------------------------------------------------------------------------
----------------------------------------------------------------------------

Scott Cottier     10     $20,679.80   None        None      None     None

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

Troy Willis       10     $20,679.80   None        None      None     None

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

Mark DeMitry      10     $20,679.80   None        None      None     None

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

Marcus Franz      10     $20,679.80   None        None      None     None
   1. In millions.
   2. Does not include personal accounts of portfolio managers and their
   families, which are subject to the Code of Ethics.



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

     Compensation of the Portfolio Managers.  The Fund's Portfolio Managers
      are employed and compensated by the Manager, not the Fund. Under the
      Manager's compensation program for its portfolio managers and portfolio
      analysts, their compensation is based primarily on the investment
      performance results of the funds and accounts they manage, rather than
      on the financial success of the Manager. This is intended to align the
      portfolio managers' and analysts' interests with the success of the
      funds and accounts and their investors.  The Manager's compensation
      structure is designed to attract and retain highly qualified investment
      management professionals and to reward individual and team
      contributions toward creating shareholder value.  As of September 30,
      2005, the Portfolio Managers' compensation consisted of three elements:
      a base salary, an annual discretionary bonus and eligibility to
      participate in long-term awards of options and appreciation rights in
      regard to the common stock of the Manager's holding company parent.
      Senior portfolio managers may also be eligible to participate in the
      Manager's deferred compensation plan.


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

              Ownership of Fund Shares.  As of September 30, 2005, the
      Portfolio Managers beneficially owned shares of the Fund as follows:


            ----------------------------------------------------------
                                                Range of Shares
            ------------------------------        Beneficially
                  Portfolio Manager            Owned in the Fund
            ----------------------------------------------------------
            ----------------------------------------------------------

            Ronald H. Fielding                        None

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

            Daniel G. Loughran                        None

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

            Scott Cottier                       $10,001-$50,000

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

            Troy Willis                         $10,001-$50,000

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

            Mark Franz                                None

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

            Marcus DeMitry                            None

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

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

Brokerage Policies of the Fund


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

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


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

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

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

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

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

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

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

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


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


       During the fiscal year ended September 30, 2005, the Fund executed no
transactions and paid no commissions to firms that provide research services.


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


    Fiscal Year Ended 9/30       Total Brokerage Commissions Paid by the Fund*

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
             2003                                     $0
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
             2004                                     $0
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
             2005                                    $0(2)
--------------------------------------------------------------------------------

* Amounts do not include spreads or concessions on principal  amounts on a net
trade basis.


Distribution and Service Plans

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

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


-------------------------------------------------------------------------------
            Aggregate     Class A     Concessions   Concessions   Concessions
 Fiscal     Front-End    Front-End     on Class A    on Class B   on Class C
  Year    Sales Charges    Sales         Shares        Shares       Shares
  Ended    on Class A     Charges     Advanced by   Advanced by   Advanced by
  9/30:      Shares     Retained by  Distributor(2) Distributor(2Distributor(2)
                        Distributor(1)
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
  2003     $1,692,485     $429,547      $152,106     $1,165,665   $1,320,313
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
  2004     $2,723,376     $639,202      $253,573      $735,100    $1,622,875
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
  2005     $3,779,641     $910,686      $504,257      $495,875    $2,324,380
-------------------------------------------------------------------------------
1.    Includes  amounts  retained by a  broker-dealer  that is an affiliate or
   parent of the distributor.
2.    The   Distributor    advances    concession    payments   to   financial
   intermediaries  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 Contingent   Class B Contingent     Class C Contingent
Fiscal Year     Deferred Sales       Deferred Sales     Deferred Sales Charges
Ended 9/30:        Charges               Charges             Retained by
                 Retained by           Retained by           Distributor
                 Distributor           Distributor
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
    2003           $21,470              $132,342               $50,299
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
    2004           $17,033              $202,223               $128,134
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
    2005            $1,556              $184,225               $125,446
-------------------------------------------------------------------------------

Distribution and Service Plans. 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.
Each plan has been approved by a vote of the Board of Trustees, including a
majority of the Independent Trustees(1), cast in person at a meeting called
for the purpose of voting on that plan.

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

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

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

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

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


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

|X|   Class A Service Plan Fees. Under the Class A service plan, the
Distributor currently uses the fees it receives from the Fund to pay brokers,
dealers and other financial institutions (they are referred to as
"recipients") for personal services and account maintenance services they
provide for their customers who hold Class A shares. The services include,
among others, answering customer inquiries about the Fund, assisting in
establishing and maintaining accounts in the Fund, making the Fund's
investment plans available and providing other services at the request of the
Fund or the Distributor. The Class A service plan permits reimbursements to
the Distributor at a rate of up to 0.25% of average annual net assets of
Class A shares. The Board has set the rate at that level. The Distributor
does not receive or retain the service fee on Class A shares in accounts for
which the Distributor has been listed as the broker-dealer of record. While
the plan permits the Board to authorize payments to the Distributor to
reimburse itself for services under the plan, the Board has not yet done so.
The Distributor makes payments to plan recipients periodically at an annual
rate not to exceed 0.25% of the average annual net assets consisting of Class
A shares held in the accounts of the recipients or their customers.

      For the fiscal year ended September 30, 2005, payments under the Class
A plan totaled $1,697,563, all of which was paid by the Distributor to
recipients, and included $84,844 paid to an affiliate of the Distributor's
parent company. 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 Distribution and Service Plan Fees. Under
each plan, distribution and service fees are computed on the average of the
net asset value of shares in the respective class, determined as of the close
of each regular business day during the period. Each plan provides for the
Distributor to be compensated at a flat rate, whether the Distributor's
distribution expenses are more or less than the amounts paid by the Fund
under the plan during the period for which the fee is paid. The types of
services that recipients provide are similar to the services provided under
the Class A service plan, described above.

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

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

      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 fee
and the asset-based sales charge to the dealer periodically in lieu of paying
the sales concession and service fee in advance at the time of purchase.

      The asset-based sales charge on Class B 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 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 above,
o     may finance payment of sales concessions and/or the advance of the
         service fee payment to recipients under the plans, or may provide
         such financing from its own resources or from the resources of an
         affiliate,
o     employs personnel to support distribution of Class B and Class C
         shares,
o     bears the costs of sales literature, advertising and prospectuses
         (other than those furnished to current shareholders) and state "blue
         sky" registration fees and certain other distribution expenses,
o     may not be able to adequately compensate dealers that sell Class B 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
         payments under the plan are discontinued because most competitor
         funds have plans that pay dealers for rendering distribution
         services as much or more than the amounts currently being paid by
         the Fund, and
o     may not be able to continue providing, at the same or at a lesser cost,
         the same quality distribution sales efforts and services, or to
         obtain such services from brokers and dealers, if the plan payments
         were to be discontinued.

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

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

   Distribution and Service Fees Paid to the Distributor in the Fiscal Year

                                Ended 9/30/05
 -----------------------------------------------------------------------------
 -----------------------------------------------------------------------------
 Class:             Total          Amount      Distributor's   Distributor's
                                                 Aggregate     Unreimbursed
                                               Unreimbursed    Expenses as %
                   Payments     Retained by      Expenses      of Net Assets
                  Under Plan    Distributor     Under Plan       of Class
 -----------------------------------------------------------------------------
 -----------------------------------------------------------------------------
 Class B Plan
                  $1,013,893    $809,699(1)      $900,095          0.85%
 -----------------------------------------------------------------------------
 -----------------------------------------------------------------------------
 Class C Plan
                  $4,056,785   $1,594,191(2)    $6,277,074         1.20%
 -----------------------------------------------------------------------------
1.    Includes $3,877paid to an affiliate of the Distributor's parent company.
2.    Includes  $39,271  paid  to an  affiliate  of the  Distributor's  parent
     company.

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


Payments to Fund Intermediaries

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

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

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

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

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

o     These types of payments may reflect compensation for marketing support,
              support provided in offering the Fund or other Oppenheimer
              funds through certain trading platforms and programs,
              transaction processing or other services;
o     The Manager and Distributor each may also pay other compensation to the
              extent the payment is not prohibited by law or by any
              self-regulatory agency, such as the NASD. Payments are made
              based on the guidelines established by the Manager and
              Distributor, subject to applicable law.

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

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

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

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

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

      For the year ended December 31, 2004, the following financial
intermediaries that are broker-dealers offering shares of the Oppenheimer
funds, and/or their respective affiliates, received revenue sharing or
similar distribution-related payments from the Manager or Distributor for
marketing or program support:


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

  Advest Inc.                             Aegon

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

  A.G. Edwards & Sons, Inc.               AIG Network

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

  Allianz Life Insurance Company          Allstate Life Insurance Company

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

  Ameritas Life Insurance Corporation     American Centurian Life Insurance

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

  American Enterprise Life Insurance      American Express Financial Advisors
                                          Inc.

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

  American Portfolios                     Annuity Investors Life

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

  AXA Advisors                            Banc One Securities Corporation

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

  Bank of New York                        Cadaret Grant & Co. Inc.

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

  Charter One Securities Inc.             Chase Investment Services

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

  Citigroup Financial Network             CitiStreet

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

  Citizens Bank of Rhode Island           CJM Planning Corp.

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

  Columbus Life Insurance Company         Commonwealth Financial Network

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

  CUNA Brokerage Services Inc.            CUSO Financial Services, L.P.

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

  Federal Kemper                          First Allied Securities Inc

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

  First Global Capital                    GE Financial Assurance

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

  GlenBrook Life and Annuity Co.          Great West Life & Annuity Co., Inc.

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

  HD Vest                                 Hewitt Associates

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

  HSBC Brokerage (USA) Inc.               ING Network

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

  Jefferson Pilot Securities Corporation  John Hancock Variable Life Insurance
                                          Company

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

  Kemper Life Assurance Company           Legend Equities Corporation

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

  Legg Mason Wood Walker, Incorporated    Lincoln National Life Insurance
                                          Company

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

  Lincoln Financial Advisors Corporation  Lincoln Investment Planning

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

  Linsco/Private Ledger Corp.             MassMutual Financial Group and
                                          affiliates

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

  McDonald Investments, Inc.              Merrill Lynch & Co., Inc. and
                                          affiliates

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

  Metlife and affiliates                  Minnesota Life Insurance Company

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

  Morgan Stanley DW Inc.                  NPH Network

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

  Nationwide and affiliates               New York Life Securities, LLC

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

  PacLife Network                         Park Avenue Securities LLC

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

  Planmember Securities Corporation       Prime Capital Services, Inc.

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

  Princor Financial Services Corporation  Protective Life Insurance Co.

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

  Provident Mutual Insurance Company      Prudential Investment Management
                                          Services LLC

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

  Raymond James Financial Services, Inc.  Raymond James & Associates, Inc.

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

  RBC Dain Rauscher Inc.                  Securities America, Inc.

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

  Security Benefit Life Insurance Company Signator Investments

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

  Sun Life Insurance Company              Suntrust Investment Services, Inc.

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

  Tower Square Securities, Inc            Travelers Life & Annuity Co., Inc.

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

  UBS Financial Services Inc.             Union Central Life Insurance Company

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

  Wachovia Securities LLC                 Wells Fargo Investments, LLC

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


      For the year ended December 31, 2004, the following firms, which in
some cases are broker-dealers, received payments from the Manager or
Distributor for administrative or other services provided (other than revenue
sharing arrangements), as described above:


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

  ABN AMRO                                ADP

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

  Alliance Benefit Group                  AMVESCAP Retirement Plans

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

  American Stock & Transfer               Baden Retirement

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

  BCG                                     Benefit Administration Co., LLC

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

  Benefit Administration, Inc.            Benefit Plans Administrative Services

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

  Benetech, Inc.                          BISYS Retirement Services

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

  Boston Financial Data Services          Ceridian

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

  Circle Trust Company                    Citigroup

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

  CitiStreet                              CPI

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

  Daily Access.Com, Inc.                  Digital Retirement Solutions

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

  Dyatech                                 ERISA Administrative Services, Inc.

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

  ExpertPlan.com                          FAScore

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

  FBD Consulting                          Federated Investors

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

  Fidelity Institutional                  First National Bank of Omaha

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

  First Trust Corp.                       Franklin Templeton

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

  Geller Group                            Gold K

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

  Great West Financial Services           Hartford Life Insurance Co.
  Equities, Inc.

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

  ICMA - RC Services                      In West Pension Mgmt

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

  Independent Plan Coordinators           Ingham Group

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

  Interactive Retirement Systems, Ltd.    Invesmart, Inc.

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

  Kaufman & Goble                         Leggette & Co., Inc.

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

  Manulife                                MassMutual Financial Group and
                                          affiliates

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

  Matrix Settlement & Clearance Services  Mellon HR Solutions

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

  Merrill Lynch & Co., Inc.               Metavante

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

  Metlife Securities Inc.                 MFS Investment Management

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

  Mid Atlantic Capital Corp.              Milliman USA

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

  Morgan Stanley DW Inc.                  National City Bank

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

  National Financial Services Corp.       National Investors Services Corp.

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

  Nationwide Investment Service Corp.     New York Life Investment Management,
                                          Inc.

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

  Northwest Plan Services                 Pension Administration and Consulting

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

  PFPC, Inc.                              PSMI Group

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

  Putnam Fiduciary Trust Company          Quads Trust Company

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

  RSM McGladrey                           SAFECO

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

  Charles Schwab & Co., Inc.              Security Trust Company

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

  Sentinel / National Life                Standard Insurance Co

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

  Stanley, Hunt, Dupree & Rhine           State Street Bank & Trust Company

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

  Suntrust Investment Services, Inc.      Swerdlin & Co.

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

  T. Rowe Price Brokerage Services, L.P.  Taylor, Perky & Parker, LLC

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

  The 401k Company                        The Investment Center, Inc.

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

  Trusource                               Union Bank and Trust Co.

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

  USI Consulting Group                    Vanguard Group

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

  Web401K.com                             Wilmington Trust Company

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


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 the Fund's most recent fiscal year end. You can obtain
current performance information by calling the Fund's Transfer Agent at
1.800.225.5677 or by visiting the OppenheimerFunds Internet website at
www.oppenheimerfunds.com.

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

      Use of standardized performance calculations enables an investor to
compare the Fund's performance to the performance of other funds for the same
periods. However, a number of factors should be considered before using the
Fund's performance information as a basis for comparison with other
investments:
o     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 may not reflect the effect of taxes on
         dividends and capital gains distributions.
o     An investment in the Fund is not insured by the FDIC or any other
         government agency.
o     The principal value of the Fund's shares, and 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.
o     Standardized Yield. The "standardized yield" (sometimes referred to
just as "yield") is shown for a class of shares for a stated 30-day period.
It is not based on actual distributions paid by the Fund to shareholders in
the 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 SEC, designed to assure uniformity in the way that
all funds calculate their yields:

 Standardized Yield = 2a-b +1)(6) -1]
                     [(
                       cd

      The symbols above represent the following factors:
      a =  dividends and interest earned during the 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 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 30-day period may differ from
the yield for other periods. The SEC formula assumes that the standardized
yield for a 30-day period occurs at a constant rate for a six-month period
and is annualized at the end of the six-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
30-day period.

o     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.

o     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 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 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 Fund's Yields for the 30-Day Periods Ended 9/30/05
------------------------------------------------------------------------------
------------------------------------------------------------------------------
                                                        Tax-Equivalent Yield
              Standardized Yield      Dividend Yield      (35.00% Fed. Tax
                                                              Bracket)
Class of
Shares
------------------------------------------------------------------------------
------------------------------------------------------------------------------
              Without     After     Without    After     Without     After
               Sales      Sales      Sales     Sales      Sales      Sales
               Charge     Charge    Charge     Charge     Charge     Charge
------------------------------------------------------------------------------
------------------------------------------------------------------------------
Class A        3.98%      3.84%      4.16%     4.01%      6.12%      5.91%
------------------------------------------------------------------------------
------------------------------------------------------------------------------
Class B        3.20%       N/A       3.27%      N/A       4.92%       N/A
------------------------------------------------------------------------------
------------------------------------------------------------------------------
Class C        3.23%       N/A       3.31%      N/A       4.96%       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, 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 3.50% (as a percentage of the offering price) is deducted
from the initial investment ("P" in the formula below) (unless the return is
shown without sales charge, as described below). For Class B shares, payment
of the applicable contingent deferred sales charge is applied, depending on
the period for which the return is shown: 4.0% in the first year, 3.0% in the
second year, 2.0% in the third and fourth years, 1.0% in the fifth year and
none thereafter.  For Class C shares, the 1.0% contingent deferred sales
charge is deducted for returns for the one-year period.

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

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

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

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

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

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


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

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

o     Total Returns at Net Asset Value. From time to time the Fund may also
quote a cumulative or an average annual total return "at net asset value"
(without deducting sales charges) for each class of 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 9/30/05
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
           Cumulative Total            Average Annual Total Returns
             Returns (10
                years
              or life of
 Class of       class)
  Shares
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------

                                                  5-Years         10-Years
                                 1-Year         (or life of      (or life of

                                                  class)           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
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
Class A(1) 72.07%   78.32%   5.34%    9.17%   6.49%    7.26%    5.58%   5.95%
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
Class B(2) 70.40%   70.40%   4.34%    8.34%   6.28%    6.44%    5.47%   5.47%
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
Class C(3) 65.41%   65.41%   7.38%    8.38%   6.46%    6.46%    5.16%   5.16%
-------------------------------------------------------------------------------
1. Inception of Class A: 11/11/86.
2. Inception of Class B: 9/11/95.
3.    Inception of Class C: 12/1/93.

----------------------------------------------------------------------------------
      Average Annual Total Returns for Class A Shares (After Sales Charge)
                          For the Period Ended 09/30/05
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------

                                1-Year      5-Years or Life    10- Years or Life
                                                of Class           of Class

----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
      After Taxes on            5.34%            6.50%             5.56%(1)
       Distributions
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
After Taxes on
Distributions and               5.06%            6.28%             5.48%(1)
Redemption of Fund Shares
----------------------------------------------------------------------------------
1.    Inception of Class A shares: 11/11/86.

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

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

|X|   Morningstar Ratings. From time to time the Fund may publish the star
rating of the performance of its classes of shares by Morningstar, Inc., an
independent mutual fund monitoring service. Morningstar rates mutual funds in
their specialized market sector. The Fund is ranked in the municipal national
intermediate category.

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

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

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

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

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

ABOUT YOUR ACCOUNT

How to Buy Shares

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

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

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

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

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

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

                                                 Conservative Investor Fund
                                                 Moderate Investor Fund
And the following money market funds:
                                            Centennial Tax Exempt Trust
Oppenheimer Cash Reserves                   Centennial Government Trust
Oppenheimer Money Market Fund, Inc.         Centennial Money Market Trust
Centennial California Tax Exempt Trust      Centennial New York Tax Exempt Trust


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


Letters of Intent. Under a Letter of Intent ("Letter"), you can reduce the
sales charge rate that applies to your purchase of Class A shares if you
purchase Class A, Class B or Class C shares of the Fund or other Oppenheimer
funds during a 13-month period. The total amount of your purchases of Class
A, Class B and Class C shares will determine the sales charge rate that
applies to your Class A share purchases during that period. You can choose to
include purchases that you made up to 90 days before the date of the Letter.
Class A shares of Oppenheimer Money Market Fund, Inc. and Oppenheimer Cash
Reserves on which you have not paid a sales charge and any or Class N shares
you purchase, or may have purchased, will not be counted towards satisfying
the purchases specified in a Letter.

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


      Each purchase of Class A shares under the Letter will be made at the
offering price (including the sales charge) that would apply to a single
lump-sum purchase of shares in the amount intended to be purchased under the
Letter.

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

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

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

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

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

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

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

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

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

5.    The shares eligible for purchase under the Letter (or the holding of
which may be counted toward completion of a Letter) include:
(a)   Class A shares sold with a front-end sales charge or subject to a Class
            A contingent deferred sales charge,
(b)   Class B and Class C shares of other Oppenheimer funds acquired subject
            to a contingent deferred sales charge, and
(c)   Class A, Class B or Class C 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 or Class C of one of the other
            Oppenheimer funds that were acquired subject to a contingent
            deferred sales charge.

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

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

      If you make payments from your bank account to purchase shares of the
Fund, your bank account will be debited automatically. Normally the debit
will be made two business days prior to the investment dates you selected on
your application. Neither the Distributor, the Transfer Agent or the Fund
shall be responsible for any delays in purchasing shares that result from
delays in ACH transmissions.

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

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

Classes of Shares. Each class of shares of the Fund represents an interest in
the same portfolio of investments of the Fund. However, each class has
different shareholder privileges and features. The net income attributable to
Class B 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 different classes of shares permits an investor to
choose the method of purchasing shares that is more appropriate for the
investor. That may depend on the amount of the purchase, the length of time
the investor expects to hold shares, and other relevant circumstances. Class
A shares normally are sold subject to an initial sales charge. While Class B
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 rather than
another.

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

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


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



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

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

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

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

   Listed below are certain cases in which the Fund has elected, in its
   discretion, not to assess the Fund Account Fees.  These exceptions are
   subject to change:
o     A fund account whose shares were acquired after September 30th of the
      prior year;
o     A fund account that has a balance below $500 due to the automatic
      conversion of shares from Class B to Class A shares. However, once all
      Class B shares held in the account have been converted to Class A
      shares the new account balance may become subject to the Minimum
      Balance Fee;
o     Accounts of shareholders who elect to access their account documents
      electronically via eDoc Direct;
o     A fund account that has only certificated shares and, has a balance
      below $500 and is being escheated;
o     Accounts of shareholders that are held by broker-dealers under the NSCC
      Fund/SERV system;
o     Accounts held under the Oppenheimer Legacy Program and/or holding
      certain Oppenheimer Variable Account Funds;
o     Omnibus accounts holding shares pursuant to the Pinnacle, Ascender,
      Custom Plus, Recordkeeper Pro and Pension Alliance Retirement Plan
      programs; and
o     A fund account that falls below the $500 minimum solely due to market
      fluctuations within the 12-month period preceding the date the fee is
      deducted.

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

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

Determination of Net Asset Values Per Share. The net asset values per share
of each class of shares of the Fund are determined as of the close of
business of the NYSE on each day that the NYSE is open. The calculation is
done by dividing the value of the Fund's net assets attributable to a class
by the number of shares of that class that are outstanding. The NYSE normally
closes at 4:00 p.m., but may close earlier on some other days (for example,
in case of weather emergencies or on days falling before a U.S. holiday).
All references to time in this Statement of Additional Information mean
"Eastern time." The Exchange's most recent annual announcement regarding
holidays and days when the market may close early is available on the NYSE's
website at www.nyse.com.

      Dealers other than NYSE members may conduct trading in municipal
securities on days on which the NYSE is closed (including weekends and
holidays) or after 4:00 p.m. on a regular business day. Because the Fund's
net asset values will not be calculated on those days, the Fund's net asset
values per share may be significantly affected on such days when shareholders
may not purchase or redeem shares.

      |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 60
days are valued based on the mean between the "bid" and "asked" prices
determined by a portfolio pricing service approved by the Fund's Board of
Trustees or obtained by the Manager from two active market makers in the
security on the basis of reasonable inquiry.
o     The following securities are valued at the mean between the "bid" and
"asked" prices determined by a pricing service approved by the Fund's Board
of Trustees or obtained by the Manager from two active market makers in the
security on the basis of reasonable inquiry:
(1)   debt instruments that have a maturity of more than 397 days when
               issued,
(2)   debt instruments that had a maturity of 397 days or less when issued
               and have a remaining maturity of more than 60 days, and
(3)   non-money market debt instruments that had a maturity of 397 days or
               less when issued and which have a remaining maturity of 60
               days or less.
o     The following securities are valued at cost, adjusted for amortization
               of premiums and accretion of discounts:
(1)   money market debt securities held by a non-money market fund that had a
               maturity of less than 397 days when issued that have a
               remaining maturity of 60 days or less, and
(2)   debt instruments held by a money market fund that have a remaining
               maturity of 397 days or less.

o     Securities (including restricted securities) not have 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, 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(R), 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(R)on the valuation date. If not, the value shall be the
closing bid price on the principal exchange or on NASDAQ(R)on the valuation
date. If the put, call or future is not traded on an exchange or on NASDAQ(R),
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 United Missouri Bank (the "Bank")
for clearance, the Bank will ask the Fund to redeem a sufficient number of
full and fractional shares in the shareholder's account to cover the amount
of the check. This enables the shareholder to continue receiving dividends on
those shares until the check is presented to the Fund. Checks may not be
presented for payment at the offices of the Bank or the Fund's custodian.
This limitation does not affect the use of checks for the payment of bills or
to obtain cash at other banks. The Fund reserves the right to amend, suspend
or discontinue offering checkwriting privileges at any time.  The Fund will
provide you notice whenever it is required to do so by applicable law.

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

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

Reinvestment Privilege. Within six months of a redemption, a shareholder may
reinvest all or part of the redemption proceeds of:
o     Class A shares purchased subject to an initial sales charge or Class A
         shares on which a contingent deferred sales charge was paid, or
o     Class B shares that were subject to the Class B contingent deferred
         sales charge when redeemed.

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

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

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

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

Involuntary Redemptions. The Fund's Board of Trustees has the right to cause
the involuntary redemption of the shares held in any account if the aggregate
net asset value of those shares is less than $200 or such lesser amount as
the Board may fix. The Board 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 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 NYSE on a regular business day, it will be processed at that
day's net asset value if the order was received by the dealer or broker from
its customers prior to the time the NYSE closes. Normally, the NYSE closes at
4:00 p.m., but may do so earlier on some days. Additionally, the order must
have been transmitted to and received by the Distributor prior to its close
of business that day (normally 5:00 p.m.).

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

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

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

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

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

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

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

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

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

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

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

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

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

How to Exchange Shares

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

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

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

      The following funds do not offer Class N shares:
   Limited Term New York Municipal Fund       Oppenheimer  New  Jersey   Municipal
                                              Fund
   Oppenheimer AMT-Free Municipals            Oppenheimer    Principal   Protected
                                              Main Street Fund II
   Oppenheimer AMT-Free New York Municipals   Oppenheimer  Pennsylvania  Municipal
                                              Fund
   Oppenheimer California Municipal Fund      Oppenheimer    Rochester    National
                                              Municipals
   Oppenheimer International Value Fund       Oppenheimer   Senior  Floating  Rate
                                              Fund
   Oppenheimer    Limited   Term    CaliforniaRochester Fund Municipals
   Municipal Fund
   Oppenheimer Limited Term Municipal Fund
   Oppenheimer Money Market Fund, Inc.

      The following funds do not offer Class Y shares:
      Limited Term New York Municipal Fund    Oppenheimer Limited Term California
                                              Municipal Fund
      Oppenheimer AMT-Free Municipals        Oppenheimer Limited Term Municipal Fund
      Oppenheimer AMT-Free New York          Oppenheimer New Jersey Municipal Fund
      Municipals
      Oppenheimer Balanced Fund              Oppenheimer Pennsylvania Municipal Fund
      Oppenheimer California Municipal Fund  Oppenheimer Principal Protected Main
                                             Street Fund
      Oppenheimer Capital Income Fund        Oppenheimer Principal Protected Main
                                             Street Fund II
      Oppenheimer Cash Reserves              Oppenheimer Principal Protected Main
                                             Street Fund III
      Oppenheimer Champion Income Fund       Oppenheimer Quest Capital Value Fund,
                                             Inc.

      Oppenheimer Convertible Securities     Oppenheimer Quest International Value
      Fund                                   Fund, Inc.
      Oppenheimer Disciplined Allocation     Oppenheimer Rochester National
      Fund                                   Municipals
      Oppenheimer Dividend Growth Fund       Oppenheimer Total Return Bond Fund
      Oppenheimer Gold & Special Minerals
      Fund


o     Oppenheimer Money Market Fund, Inc. only offers Class A and Class Y
      shares.
   o  Class B and Class C shares of Oppenheimer Cash Reserves are generally
      available only by exchange from the same class of shares of other
      Oppenheimer funds or through OppenheimerFunds-sponsored 401(k) plans.

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

o     Class A shares of Oppenheimer funds may be exchanged at net asset value
      for shares of any money market fund offered by the Distributor. Shares
      of any money market fund purchased without a sales charge may be
      exchanged for shares of Oppenheimer funds offered with a sales charge
      upon payment of the sales charge. They may also be used to purchase
      shares of Oppenheimer funds subject to an early withdrawal charge or
      contingent deferred sales charge.
o     Shares of the Fund acquired by reinvestment of dividends or
      distributions from any of the other Oppenheimer funds or from any unit
      investment trust for which reinvestment arrangements have been made
      with the Distributor may be exchanged at net asset value for shares of
      any of the Oppenheimer funds.
o     Shares of Oppenheimer Principal Protected Main Street Fund may be
      exchanged at net asset value for shares of any of the Oppenheimer
      funds.  However, shareholders are not permitted to exchange shares of
      other Oppenheimer funds for shares of Oppenheimer Principal Protected
      Main Street Fund until after the expiration of the warranty period
      (8/5/2010).
o     Shares of Oppenheimer Principal Protected Main Street Fund II may be
      exchanged at net asset value for shares of any of the Oppenheimer
      funds. However, shareholders are not permitted to exchange shares of
      other Oppenheimer funds for shares of Oppenheimer Principal Protected
      Main Street Fund II until after the expiration of the warranty period
      (3/3/2011).
o     Shares of Oppenheimer Principal Protected Main Street Fund III may be
      exchanged at net asset value for shares of any of the Oppenheimer
      funds. However, shareholders are not permitted to exchange shares of
      other Oppenheimer funds for shares of Oppenheimer Principal Protected
      Main Street Fund III until after the expiration of the warranty period
      (12/16/2011).

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

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


o     When Class A shares of any Oppenheimer fund (other than Oppenheimer
Rochester National Municipals and Rochester Fund Municipals) acquired by
exchange of Class A shares of any Oppenheimer fund purchased subject to a
Class A contingent deferred sales charge are redeemed within 18 months
measured from the beginning of the calendar month of the initial purchase of
the exchanged Class A shares, the Class A contingent deferred sales charge is
imposed on the redeemed shares.

o     When Class A shares of Oppenheimer Rochester National Municipals and
Rochester Fund Municipals acquired by exchange of Class A shares of any
Oppenheimer fund purchased subject to a Class A contingent deferred sales
charge are redeemed within 24 months of the beginning of the calendar month
of the initial purchase of the exchanged Class A shares, the Class A
contingent deferred sales charge is imposed on the redeemed shares.


o     If any Class A shares of another Oppenheimer fund that are exchanged
for Class A shares of Oppenheimer Senior Floating Rate Fund are subject to
the Class A contingent deferred sales charge of the other Oppenheimer fund at
the time of exchange, the holding period for that Class A contingent deferred
sales charge will carry over to the Class A shares of Oppenheimer Senior
Floating Rate Fund acquired in the exchange. The Class A shares of
Oppenheimer Senior Floating Rate Fund acquired in that exchange will be
subject to the Class A Early Withdrawal Charge of Oppenheimer Senior Floating
Rate Fund if they are repurchased before the expiration of the holding period.

o     When Class A shares of Oppenheimer Cash Reserves and Oppenheimer Money
Market Fund, Inc. acquired by exchange of Class A shares of any Oppenheimer
fund purchased subject to a Class A contingent deferred sales charge are
redeemed within the Class A holding period of the fund from which the shares
were exchanged, the Class A contingent deferred sales charge of the fund from
which the shares were exchanged is imposed on the redeemed shares.

o     Except with respect to Class B shares described in the next two
paragraphs, the contingent deferred sales charge is imposed on Class B shares
acquired by exchange if they are redeemed within six years of the initial
purchase of the exchanged Class B shares.


o     With respect to Class B shares of Oppenheimer Limited Term California
Municipal Fund, Oppenheimer Limited Term Government Fund, Oppenheimer Limited
Term Municipal Fund, Limited Term New York Municipal Fund and Oppenheimer
Senior Floating Rate Fund, the Class B contingent deferred sales charge is
imposed on the acquired shares if they are redeemed within five years of the
initial purchase of the exchanged Class B shares.

o     With respect to Class B shares of Oppenheimer Cash Reserves that were
acquired through the exchange of Class B shares initially purchased in the
Oppenheimer Capital Preservation Fund, the Class B contingent deferred sales
charge is imposed on the acquired shares if they are redeemed within five
years of that initial purchase.


o     With respect to Class C shares, the Class C contingent deferred sales
charge is imposed on Class C shares acquired by exchange if they are redeemed
within 12 months of the initial purchase of the exchanged Class C shares.

o     With respect to Class N shares, a 1% contingent deferred sales charge
will be imposed if the retirement plan (not including IRAs and 403(b) plans)
is terminated or Class N shares of all Oppenheimer funds are terminated as an
investment option of the plan and Class N shares are redeemed within 18
months after the plan's first purchase of Class N shares of any Oppenheimer
fund or with respect to an individual retirement plan or 403(b) plan, Class N
shares are redeemed within 18 months of the plan's first purchase of Class N
shares of any Oppenheimer fund.

o     When Class B, Class C or Class N shares are redeemed to effect an
exchange, the priorities described in "How To Buy Shares" in the Prospectus
for the imposition of the Class B, Class C or Class N contingent deferred
sales charge will be followed in determining the order in which the shares
are exchanged. Before exchanging shares, shareholders should take into
account how the exchange may affect any contingent deferred sales charge that
might be imposed in the subsequent redemption of remaining shares.

      Shareholders owning shares of more than one class must specify which
class of shares they wish to exchange.

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

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

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

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

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

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

Dividends, Capital Gains and Taxes

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

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

|X|   Qualification as a Regulated Investment Company. The Fund has elected
to be taxed as a regulated investment company under Subchapter M of the
Internal Revenue Code of 1986, as amended.  As a regulated investment
company, the Fund is not subject to federal income tax on the portion of its
net investment income (that is, taxable interest, dividends, and other
taxable ordinary income, net of expenses) and capital gain net income (that
is, the excess of net long-term capital gains over net short-term capital
losses) that it distributes to shareholders.

      If the Fund qualifies as a "regulated investment company" under the
Internal Revenue Code, it will not be liable for federal income tax on
amounts it pays as dividends and other 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
other distributions made to shareholders. In such an instance, all of the
Fund's dividends would be taxable to shareholders.

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

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

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

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

|X|   Taxation of Fund Distributions. The Fund intends to qualify under the
Internal Revenue Code during each fiscal year to pay "exempt-interest
dividends" to its shareholders. To satisfy this qualification, at the end of
each quarter of its taxable year, at least 50% of the value of the Fund's
total assets consists of obligations as defined in Section 103(a) of the
Internal Revenue Code, as amended. 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.
To the extent the Fund fails to qualify to pay exempt-interest dividends in
any given form, such dividends would be included in the 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 federal 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 must treat the dividend as ordinary
income in the computation of the shareholder's 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,
(4)   any net short-term capital gain; and
(5)   any market discount amortization on tax-exempt bonds.

      The Fund's dividends will not be eligible for the dividends-received
deduction for corporations. Shareholders receiving Social Security or
railroad retirement benefits should be aware that exempt-interest dividends
are a factor in determining whether (and the extent to which) such benefits
are subject to federal income tax.

      The Fund may either retain or distribute to shareholders its net
capital gain for each taxable year.  The Fund currently intends to distribute
any such amounts.  If the net capital gain is distributed and designated as a
capital gain distribution, it will be taxable to shareholders as a long-term
capital gain and will be properly identified in reports sent to shareholders
in January of each year. Such treatment will apply no matter how long the
shareholder has held his or her shares or whether that gain was recognized by
the Fund before the shareholder acquired his or her shares.

      If the Fund elects to retain its net capital gain, the Fund will be
subject to tax on it at the 35% corporate tax rate. If the Fund elects to
retain its net capital gain, the Fund will provide to shareholders of record
on the last day of its taxable year information regarding their pro rata
share of the gain and tax paid. As a result, each shareholder will be
required to report his or her pro rata share of such gain on their tax return
as long-term capital gain, will receive a refundable tax credit for his/her
pro rata share of tax paid by the Fund on the gain, and will increase the tax
basis for his/her shares by an amount equal to the deemed distribution less
the tax credit.

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

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


Tax Effects of Redemptions of Shares. If a shareholder redeems all or a
portion of his/her shares, the shareholder will recognize a gain or loss on
the redeemed shares in an amount equal to the difference between the proceeds
of the redeemed shares and the shareholder's adjusted tax basis in the
shares.  All or a portion of any loss recognized in that manner may be
disallowed if the shareholder purchases other shares of the Fund within 30
days before or after the redemption. Losses realized by shareholders on the
redemption of Fund shares within six months of purchase will be disallowed
for federal income tax purposes to the extent of exempt-interest dividends
received on such shares.


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

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

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

      If the ordinary income dividends from the Fund are effectively
connected with the conduct of a U.S. trade or business, then the foreign
person may claim an exemption from the U.S. tax described above provided the
Fund obtains a properly completed and signed Certificate of Foreign Status.
If the foreign person fails to provide a certification of his/her foreign
status, the Fund will be required to withhold U.S. tax at a rate of 28% on
ordinary income dividends (not including "exempt-interest dividends"),
capital gains distributions (including short-term and long-term) and the
proceeds of the redemption of shares, paid to any foreign person. Any tax
withheld by the Fund is remitted by the Fund to the U.S. Treasury and all
income and any tax withheld is identified in reports mailed to shareholders
in March of each year with a copy sent to the IRS.

      The tax consequences to foreign persons entitled to claim the benefits
of an applicable tax treaty may be different from those described herein.
Foreign shareholders are urged to consult their own tax advisors or the U.S.
Internal Revenue Service with respect to the particular tax consequences to
them of an investment in the Fund, including the applicability of the U.S.
withholding taxes described above.


Dividend Reinvestment in Another Fund. Shareholders of the Fund may elect to
reinvest all dividends and/or capital gains distributions in shares of the
same class of any of the other Oppenheimer funds into which you may exchange
shares. Reinvestment will be made without sales charge at the net asset value
per share in effect at the close of business on the payable date of the
dividend or distribution. To elect this option, the shareholder must notify
the Transfer Agent in writing and must have an existing account in the fund
selected for reinvestment. Otherwise the shareholder first must obtain a
prospectus for that fund and an application from the Distributor to establish
an account. Dividends and/or distributions from shares of certain other
Oppenheimer funds may be invested in shares of this Fund on the same basis.


Additional Information About the Fund

The Distributor. The Fund's shares are sold through dealers, brokers and
other financial institutions that have a sales agreement with
OppenheimerFunds Distributor, Inc., a subsidiary of the Manager that acts as
the Fund's Distributor. The Distributor also distributes shares of the other
Oppenheimer funds and is sub-distributor for funds managed by a subsidiary of
the Manager.

The Transfer Agent. OppenheimerFunds Services, the Fund's Transfer Agent, is
a division of the Manager. It is responsible for maintaining the Fund's
shareholder registry and shareholder accounting records, and for paying
dividends and distributions to shareholders. It also handles shareholder
servicing and administrative functions. It serves as the Transfer Agent for
an annual per account fee. It also acts as shareholder servicing agent for
the other Oppenheimer funds.  Shareholders should direct inquiries about
their accounts to the Transfer Agent at the address and toll-free numbers
shown on the back cover.

The Custodian Bank.  Citibank, N.A. is the custodian of the Fund's assets.
The custodian's responsibilities include safeguarding and controlling the
Fund's portfolio securities and handling the delivery of such securities to
and from the Fund. It is the practice of the Fund to deal with the custodian
in a manner uninfluenced by any banking relationship the custodian may have
with the Manager and its affiliates.  The Fund's cash balances with the
custodian in excess of $100,000 are not protected by federal deposit
insurance.  Those uninsured balances at times may be substantial.

Independent Registered Public Accounting Firm. Deloitte & Touche LLP serves
as the independent registered public accounting firm for the Fund. Deloitte &
Touche LLP audits the Fund's financial statements and performs other related
audit services. Deloitte & Touche LLP also acts as the independent registered
public accounting firm for certain other funds advised by the Manager and its
affiliates. Audit and non-audit services provided by Deloitte & Touche LLP to
the Fund must be pre-approved by the Audit Committee.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
TO THE BOARD OF TRUSTEES AND SHAREHOLDERS OF
OPPENHEIMER LIMITED TERM MUNICIPAL FUND:

We have audited the accompanying statement of assets and liabilities of
Oppenheimer Limited Term Municipal Fund, a series of Oppenheimer Municipal Fund,
including the statement of investments, as of September 30, 2005, and the
related statement of operations and cash flows 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 the standards of the Public
Company Accounting Oversight Board (United States). Those standards require that
we plan and perform the audit to obtain reasonable assurance about whether the
financial statements and financial highlights are free of material misstatement.
The Fund is not required to have, nor were we engaged to perform, an audit of
its internal control over financial reporting. Our audit includes consideration
of internal control over financial reporting as a basis for designing audit
procedures that are appropriate in the circumstances, but not for the purpose of
expressing an opinion on the effectiveness of the Fund's internal control over
financial reporting. Accordingly, we express no such opinion. An audit also
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management, as well as evaluating the
overall financial statement presentation. Our procedures included confirmation
of securities owned as of September 30, 2005, by correspondence with the
custodian and brokers; where replies were not received from brokers, we
performed other auditing procedures. 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 Limited Term Municipal Fund as of September 30, 2005, the results of
its operations and cash flows 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.


DELOITTE & TOUCHE LLP

Denver, Colorado
November 18, 2005




STATEMENT OF INVESTMENTS  September 30, 2005
--------------------------------------------------------------------------------

                                                                                              EFFECTIVE
  PRINCIPAL                                                                                   MATURITY*              VALUE
     AMOUNT                                                       COUPON        MATURITY    (UNAUDITED)         SEE NOTE 1
---------------------------------------------------------------------------------------------------------------------------
MUNICIPAL BONDS AND NOTES--101.8%
---------------------------------------------------------------------------------------------------------------------------
ALABAMA--1.8%
$   100,000   AL 21st Century Authority
              Tobacco Settlement                                   5.250%     12/01/2006     12/01/2006     $      102,070
--------------------------------------------------------------------------------------------------------------------------
  1,000,000   AL Docks Department 5                                6.150      10/01/2014     10/01/2006 1        1,046,780
--------------------------------------------------------------------------------------------------------------------------
     60,000   AL Docks Department                                  6.300      10/01/2021     10/01/2006 1           62,889
--------------------------------------------------------------------------------------------------------------------------
     30,000   AL HFA 5                                             5.750      04/01/2012     04/01/2009 1           31,172
--------------------------------------------------------------------------------------------------------------------------
    145,000   AL HFA 5                                             5.750      10/01/2016     04/01/2007 1          150,770
--------------------------------------------------------------------------------------------------------------------------
     40,000   AL HFA (Collateralized Home Mortgage) 5              6.000      10/01/2021     04/01/2007 1           41,406
--------------------------------------------------------------------------------------------------------------------------
     65,000   AL Higher Education Loan Corp.
              (Student Loan) 5                                     6.150      09/01/2010     03/01/2006 1           65,778
--------------------------------------------------------------------------------------------------------------------------
    100,000   AL Private Colleges & Universities Facilities
              Authority (Tuskegee University) 5                    5.750      09/01/2026     09/01/2008 1          103,940
--------------------------------------------------------------------------------------------------------------------------
     25,000   AL Public Health Care Authority 5                    6.000      10/01/2025     04/01/2006 1           25,824
--------------------------------------------------------------------------------------------------------------------------
  4,505,000   Bay Minette, AL Industrial Devel. Board
              (B.F. Goodrich)                                      6.500      02/15/2009     02/15/2006 1        4,513,019
--------------------------------------------------------------------------------------------------------------------------
    100,000   Bayou La Batre, AL Utilities Board
              (Water & Sewer)                                      5.750      03/01/2027     03/01/2007 1          104,605
--------------------------------------------------------------------------------------------------------------------------
    145,000   Birmingham, AL Medical Centers
              (Baptist Medical Center)                             5.500      08/15/2023     02/15/2006 1          145,249
--------------------------------------------------------------------------------------------------------------------------
     15,000   Birmingham, AL Multifamily Hsg.
              (Ascend Care Hsg.-Beaconview)                        5.750      07/01/2030     07/01/2012 1           15,222
--------------------------------------------------------------------------------------------------------------------------
     30,000   Birmingham, AL Private Educational Building
              Authority (Birmingham-Southern College)              6.000      12/01/2021     06/01/2008 1           30,686
--------------------------------------------------------------------------------------------------------------------------
     35,000   Birmingham, AL Special Care Facilities
              Financing Authority (Baptist Health System)          5.875      11/15/2015     11/01/2005 1           35,770
--------------------------------------------------------------------------------------------------------------------------
     25,000   Birmingham, AL Special Care Facilities
              Financing Authority (Baptist Health System)          5.875      11/15/2020     11/01/2005 1           25,549
--------------------------------------------------------------------------------------------------------------------------
    300,000   Birmingham, AL Special Care Facilities
              Financing Authority (Baptist Health System)          5.875      11/15/2026     11/15/2006 1          314,181
--------------------------------------------------------------------------------------------------------------------------
    555,000   Birmingham, AL Special Care Facilities
              Financing Authority (Baptist Health System)          6.000      11/15/2024     11/01/2005 1          567,254
--------------------------------------------------------------------------------------------------------------------------
     60,000   Birmingham, AL Special Care Facilities
              Financing Authority (Baptist Medical Center)         5.500      08/15/2013     02/15/2006 1           60,121
--------------------------------------------------------------------------------------------------------------------------
     35,000   Colbert County-Northwest, AL Health Care
              Authority (Helen Keller Hospital)                    5.750      06/01/2015     12/01/2005 1           35,767
--------------------------------------------------------------------------------------------------------------------------
    125,000   Courtland, AL Industrial Devel. Board
              (Champion International Corp.)                       5.700      10/01/2028     08/01/2011 1          128,104
--------------------------------------------------------------------------------------------------------------------------
    185,000   Courtland, AL Industrial Devel. Board
              (Champion International Corp.)                       5.750      11/01/2027     11/01/2009 1          188,830
--------------------------------------------------------------------------------------------------------------------------
    135,000   Courtland, AL Industrial Devel. Board
              (Champion International Corp.)                       6.000      08/01/2029     08/01/2011 1          140,000
--------------------------------------------------------------------------------------------------------------------------
  3,175,000   Fairfield, AL Industrial Devel. Board
              (USX Corp.)                                          6.700      12/01/2024     12/01/2005 1        3,251,200


                  22 | OPPENHEIMER LIMITED TERM MUNICIPAL FUND

                                                                                              EFFECTIVE
  PRINCIPAL                                                                                   MATURITY*              VALUE
     AMOUNT                                                       COUPON        MATURITY    (UNAUDITED)         SEE NOTE 1
--------------------------------------------------------------------------------------------------------------------------
ALABAMA Continued
$     5,000   Huntsville, AL Industrial Devel. Board
              (Coltec Industries)                                  9.875%     10/01/2010     10/01/2005 1   $        5,018
--------------------------------------------------------------------------------------------------------------------------
     30,000   Jasper, AL Medical Clinic Board
              (Walker Regional Medical Center)                     6.400      07/01/2011     01/01/2006 1           30,182
--------------------------------------------------------------------------------------------------------------------------
     75,000   Jefferson County, AL Sewer                           5.375      02/01/2027     02/01/2007 1           76,843
--------------------------------------------------------------------------------------------------------------------------
     40,000   Montgomery, AL Medical Clinic Board
              (Jackson Hospital & Clinic)                          6.000      03/01/2026     03/01/2006 1           41,231
--------------------------------------------------------------------------------------------------------------------------
     60,000   Montgomery, AL Medical Clinic Board
              (Jackson Hospital & Clinic)                          7.000      03/01/2015     03/01/2006 1           60,137
--------------------------------------------------------------------------------------------------------------------------
    195,000   Montgomery, AL Medical Clinic Board
              (Jackson Hospital & Clinic)                          7.375      03/01/2006     12/01/2005 1          195,402
--------------------------------------------------------------------------------------------------------------------------
     25,000   Parrish, AL Industrial Devel. Board Pollution
              Control (Alabama Power Company)                      5.500      01/01/2024     01/01/2006 1           25,046
--------------------------------------------------------------------------------------------------------------------------
 15,000,000   Phenix City, AL Industrial Devel. Board
              (Meadwestvaco) 5                                     6.350      05/15/2035     05/15/2012 1       16,192,200
--------------------------------------------------------------------------------------------------------------------------
     65,000   Tuskegee, AL GO Warrants                             5.875      03/01/2008     03/01/2006 1           65,058
--------------------------------------------------------------------------------------------------------------------------
    775,000   Tuskegee, AL GO Warrants                             7.000      01/01/2021     01/01/2006 1          777,821
--------------------------------------------------------------------------------------------------------------------------
     50,000   Wilsonville, AL Industrial Devel.
              Board Pollution Control
              (Alabama Power Company)                              5.500      01/01/2024     01/01/2006 1           50,092
                                                                                                            --------------
                                                                                                                28,705,216
--------------------------------------------------------------------------------------------------------------------------
ALASKA--2.9%
 65,000,000   AK HFC                                               5.770 6    06/01/2037     12/01/2007 1       10,645,700
--------------------------------------------------------------------------------------------------------------------------
  7,715,000   AK HFC DRIVERS 7                                    15.613 8    06/01/2008     06/01/2009 1        8,873,022
--------------------------------------------------------------------------------------------------------------------------
    140,000   AK HFC, Series A                                     5.875      12/01/2030     12/01/2007 1          143,515
--------------------------------------------------------------------------------------------------------------------------
  4,860,000   AK HFC, Series A                                     6.000      06/01/2027     06/01/2007 1        5,083,949
--------------------------------------------------------------------------------------------------------------------------
    415,000   AK HFC, Series A-1                                   5.500      12/01/2017     12/01/2007 1          428,658
--------------------------------------------------------------------------------------------------------------------------
     15,000   AK HFC, Series A-2                                   5.900      06/01/2014     12/01/2009 1           15,494
--------------------------------------------------------------------------------------------------------------------------
     50,000   AK HFC, Series C                                     5.800      06/01/2029     06/01/2010 1           51,170
--------------------------------------------------------------------------------------------------------------------------
  5,000,000   AK Industrial Devel. & Export Authority              5.200      04/01/2018     04/01/2008 1        5,213,200
--------------------------------------------------------------------------------------------------------------------------
  7,380,000   AK Northern Tobacco Securitization Corp.
              (TASC)                                               5.500      06/01/2029     06/01/2011 1        7,587,526
--------------------------------------------------------------------------------------------------------------------------
     25,000   AK Northern Tobacco Securitization Corp.
              (TASC)                                               6.200      06/01/2022     06/19/2008 2           26,452
--------------------------------------------------------------------------------------------------------------------------
  6,345,000   AK Northern Tobacco Securitization Corp.
              (TASC) 5                                             6.500      06/01/2031     06/01/2010 1        6,729,697
--------------------------------------------------------------------------------------------------------------------------
     30,000   AK Student Loan Corp.                                5.750      07/01/2014     07/01/2007 1           31,191
--------------------------------------------------------------------------------------------------------------------------
     50,000   Anchorage, AK Electric Utility
              (Municipal Light & Power)                            5.125      12/01/2026     12/01/2008 1           51,044
--------------------------------------------------------------------------------------------------------------------------
    575,000   Anchorage, AK Electric Utility, Series B             5.500      02/01/2026     02/01/2006 1          588,725
                                                                                                            --------------
                                                                                                                45,469,343


                  23 | OPPENHEIMER LIMITED TERM MUNICIPAL FUND

STATEMENT OF INVESTMENTS  Continued
--------------------------------------------------------------------------------

                                                                                              EFFECTIVE
  PRINCIPAL                                                                                   MATURITY*              VALUE
     AMOUNT                                                       COUPON        MATURITY    (UNAUDITED)         SEE NOTE 1
--------------------------------------------------------------------------------------------------------------------------
ARIZONA--1.3%
$   130,000   AZ University Medical Center                         5.000%     07/01/2021     07/01/2006     $      130,160
--------------------------------------------------------------------------------------------------------------------------
  2,520,000   Hassayampa, AZ Community Facilities
              District (Hassayampa Village Community)              7.750      07/01/2021     07/01/2006 1        2,717,316
--------------------------------------------------------------------------------------------------------------------------
  1,365,000   Litchfield, AZ Park Community Facility
              District                                             6.375      07/15/2026     07/15/2012 1        1,450,463
--------------------------------------------------------------------------------------------------------------------------
  1,870,000   Maricopa County, AZ IDA
              (Christian Care Mesa II) 5                           6.000      01/01/2014     07/01/2011 2        1,901,416
--------------------------------------------------------------------------------------------------------------------------
    100,000   Maricopa County, AZ IDA
              (Sun King Apartments) 5                              5.875      11/01/2008     08/12/2007 3           96,610
--------------------------------------------------------------------------------------------------------------------------
     35,000   Maricopa County, AZ Pollution
              Control Corp.                                        5.750      11/01/2022     05/01/2006 1           35,655
--------------------------------------------------------------------------------------------------------------------------
     60,000   Mesa, AZ IDA (Mesa Student Hsg.)                     6.000      07/01/2025     07/01/2011 1           65,024
--------------------------------------------------------------------------------------------------------------------------
    975,000   Phoenix, AZ IDA (Capitol Mews Apartments)            5.700      12/20/2040     12/20/2012 1        1,021,342
--------------------------------------------------------------------------------------------------------------------------
    985,000   Phoenix, AZ IDA
              (Christian Care Retirement Apartments) 7             6.250      01/01/2016     01/01/2006 1        1,017,003
--------------------------------------------------------------------------------------------------------------------------
  4,525,000   Phoenix, AZ IDA
              (Christian Care Retirement Apartments) 7             6.500      01/01/2026     07/01/2008 1        4,671,972
--------------------------------------------------------------------------------------------------------------------------
     50,000   Phoenix, AZ IDA
              (Ventana Palms Apartments)                           6.150      10/01/2029     10/01/2009 1           53,090
--------------------------------------------------------------------------------------------------------------------------
    940,000   Phoenix, AZ IDA
              (Ventana Palms Apartments)                           6.200      10/01/2034     10/01/2009 1          999,060
--------------------------------------------------------------------------------------------------------------------------
  1,980,000   Pima County, AZ IDA (Columbus Village)               5.900      10/20/2021     10/20/2016 1        2,091,256
--------------------------------------------------------------------------------------------------------------------------
  2,310,000   Pima County, AZ IDA (Columbus Village)               6.000      10/20/2031     10/20/2016 1        2,435,987
--------------------------------------------------------------------------------------------------------------------------
    200,000   Pima County, AZ IDA
              (International Studies Academy)                      6.750      07/01/2031     07/01/2011 1          210,104
--------------------------------------------------------------------------------------------------------------------------
     15,000   Pima County, AZ Junior College District              7.000      07/01/2009     01/01/2006 1           15,441
--------------------------------------------------------------------------------------------------------------------------
     10,000   Scottsdale, AZ IDA
              (Scottsdale Memorial Hospital)                       5.250      09/01/2018     03/01/2006 1           10,015
--------------------------------------------------------------------------------------------------------------------------
     25,000   Sierra Vista, AZ Municipal Property Corp.            6.150      01/01/2015     01/01/2006 1           25,313
--------------------------------------------------------------------------------------------------------------------------
  1,750,000   Verrado, AZ Community Facilities District            6.500      07/15/2027     07/15/2013 1        1,922,848
                                                                                                            --------------
                                                                                                                20,870,075
--------------------------------------------------------------------------------------------------------------------------
ARKANSAS--0.1%
     35,000   AR Devel. Finance Authority
              (Clark County Industrial Council)                    5.600      05/01/2008     11/01/2005 1           35,227
--------------------------------------------------------------------------------------------------------------------------
    415,000   AR Devel. Finance Authority
              (Single Family Mtg.)                                 5.300      07/01/2024     07/01/2012 1          431,351
--------------------------------------------------------------------------------------------------------------------------
     10,000   AR Devel. Finance Authority, Series B                5.800      01/01/2023     07/01/2009 1           10,294
--------------------------------------------------------------------------------------------------------------------------
     30,000   AR Devel. Finance Authority, Series H                6.100      07/01/2030     01/01/2009 1           30,953
--------------------------------------------------------------------------------------------------------------------------
     85,000   Jefferson County, AR Pollution Control
              (Energy Arkansas)                                    5.600      10/01/2017     12/01/2005 1           85,097
--------------------------------------------------------------------------------------------------------------------------
     40,000   Pope County, AR Pollution Control
              (Arkansas Power & Light Company)                     6.300      12/01/2016     12/01/2005 1           40,504


                  24 | OPPENHEIMER LIMITED TERM MUNICIPAL FUND

                                                                                              EFFECTIVE
  PRINCIPAL                                                                                   MATURITY*              VALUE
     AMOUNT                                                       COUPON        MATURITY    (UNAUDITED)         SEE NOTE 1
--------------------------------------------------------------------------------------------------------------------------
ARKANSAS Continued
$   270,000   Pope County, AR Pollution Control
              (Arkansas Power & Light Company)                     6.300%     11/01/2020     11/01/2005 1   $      274,023
--------------------------------------------------------------------------------------------------------------------------
    875,000   Warren, AR Solid Waste Disposal
              (Potlatch Corp.)                                     7.500      08/01/2013     02/01/2006 1          876,164
                                                                                                            --------------
                                                                                                                 1,783,613
---------------------------------------------------------------------------------------------------------------------------
CALIFORNIA--8.1%
  3,125,000   CA County Tobacco Securitization
              Agency (TASC)                                        5.500      06/01/2033     06/01/2012 1        3,240,250
--------------------------------------------------------------------------------------------------------------------------
  3,740,000   CA County Tobacco Securitization
              Agency (TASC)                                        5.750      06/01/2029     12/01/2012 2        3,930,665
--------------------------------------------------------------------------------------------------------------------------
  1,175,000   CA County Tobacco Securitization
              Agency (TASC)                                        5.750      06/01/2030     06/04/2012 2        1,234,902
--------------------------------------------------------------------------------------------------------------------------
  2,770,000   CA County Tobacco Securitization
              Agency (TASC)                                        5.875      06/01/2027     06/01/2012 1        2,913,015
--------------------------------------------------------------------------------------------------------------------------
  2,400,000   CA County Tobacco Securitization
              Agency (TASC)                                        5.875      06/01/2043     06/01/2012 1        2,554,728
--------------------------------------------------------------------------------------------------------------------------
  5,615,000   CA County Tobacco Securitization
              Agency (TASC)                                        6.000      06/01/2029     06/01/2012 1        5,980,424
--------------------------------------------------------------------------------------------------------------------------
  5,000,000   CA Department of Water Resources
              DRIVERS 7                                            7.187 8    05/01/2019     05/01/2012 1        5,689,450
--------------------------------------------------------------------------------------------------------------------------
 18,630,000   CA Golden State Tobacco Securitization
              Corp.                                                6.250      06/01/2033     09/11/2012 2       20,678,927
--------------------------------------------------------------------------------------------------------------------------
    360,000   CA Golden State Tobacco Securitization
              Corp.                                                6.625      06/01/2040     06/01/2013 1          410,756
--------------------------------------------------------------------------------------------------------------------------
  4,940,000   CA Golden State Tobacco Securitization
              Corp.                                                6.750      06/01/2039     06/01/2013 1        5,693,597
--------------------------------------------------------------------------------------------------------------------------
  3,450,000   CA Golden State Tobacco Securitization
              Corp. 5                                              7.800      06/01/2042     06/01/2013 1        4,314,743
--------------------------------------------------------------------------------------------------------------------------
  7,350,000   CA Golden State Tobacco Securitization
              Corp.                                                7.900      06/01/2042     06/01/2013 1        9,240,420
--------------------------------------------------------------------------------------------------------------------------
  1,200,000   CA Golden State Tobacco Securitization
              Corp. (TASC)                                         7.875      06/01/2042     06/01/2013 1        1,506,672
--------------------------------------------------------------------------------------------------------------------------
    190,000   CA Golden State Tobacco Securitization
              Corp. (TASC)                                         7.875      06/01/2042     06/01/2013 1          238,556
--------------------------------------------------------------------------------------------------------------------------
  6,000,000   CA Public Works
              (Department of Corrections)                          5.500      01/01/2017     01/01/2006 1        6,156,960
--------------------------------------------------------------------------------------------------------------------------
  1,145,000   CA Public Works
              (Department of Corrections-State Prison)             5.500      06/01/2019     12/01/2005 1        1,155,259
--------------------------------------------------------------------------------------------------------------------------
  1,000,000   CA Statewide CDA (East Valley Tourist)              11.000      10/01/2020     03/01/2007 2        1,025,390
--------------------------------------------------------------------------------------------------------------------------
  3,150,000   CA Statewide CDA (Fairfield Apartments)              6.500      01/01/2016     10/10/2011 2        3,176,555
--------------------------------------------------------------------------------------------------------------------------
  3,200,000   CA Statewide CDA COP
              (Cedars-Sinai Medical Center) INFLOS 7               8.082 8    11/01/2015     11/01/2005 1        3,206,432
--------------------------------------------------------------------------------------------------------------------------
    100,000   CA Statewide CDA COP (Cedars-Sinai
              Medical Center) PARS & INFLOS                        5.400 9    11/01/2015     11/01/2005 1          100,100


                  25 | OPPENHEIMER LIMITED TERM MUNICIPAL FUND

STATEMENT OF INVESTMENTS  Continued
--------------------------------------------------------------------------------

                                                                                              EFFECTIVE
  PRINCIPAL                                                                                   MATURITY*              VALUE
     AMOUNT                                                       COUPON        MATURITY    (UNAUDITED)         SEE NOTE 1
--------------------------------------------------------------------------------------------------------------------------
CALIFORNIA Continued
$ 2,440,000   Chula Vista, CA Redevel. Agency
              (Bayfront)                                           7.625%     09/01/2024     03/01/2006 1   $    2,532,232
--------------------------------------------------------------------------------------------------------------------------
    435,000   Coalinga, CA Regional Medical Center COP             5.000      09/01/2014     02/03/2010 3          432,051
--------------------------------------------------------------------------------------------------------------------------
  3,000,000   Kern County, CA Hsg. Authority
              (Pioneer Pines)                                      6.150      10/20/2043     10/20/2012 1        3,320,250
--------------------------------------------------------------------------------------------------------------------------
  3,670,000   Lake Elsinore, CA Public Financing
              Authority, Series F                                  7.100      09/01/2020     09/01/2007 1        3,938,461
--------------------------------------------------------------------------------------------------------------------------
    230,000   Los Angeles, CA Regional
              Airports Improvement Corp.
              (Delta-Continental Airlines)                         9.250      08/01/2024     02/01/2006 1          231,769
--------------------------------------------------------------------------------------------------------------------------
  2,125,000   Northern CA Tobacco Securitization
              Authority (TASC), Series A                           5.250      06/01/2031     06/01/2011 1        2,154,984
--------------------------------------------------------------------------------------------------------------------------
    250,000   Northern CA Tobacco Securitization
              Authority (TASC), Series B                           5.000      06/01/2028     04/28/2010 2          253,120
--------------------------------------------------------------------------------------------------------------------------
    500,000   Riverside County, CA Public Financing
              Authority COP                                        5.750      05/15/2019     05/15/2009 1          520,740
--------------------------------------------------------------------------------------------------------------------------
  2,000,000   San Francisco City & County, CA COP
              (San Bruno Jail)                                     5.250      10/01/2033     10/01/2008 1        2,126,180
--------------------------------------------------------------------------------------------------------------------------
  2,000,000   San Marcos, CA Special Tax                           5.900      09/01/2028     03/01/2012 1        2,099,940
--------------------------------------------------------------------------------------------------------------------------
  6,000,000   Santa Rosa, CA Rancheria Tachi Yokut
              Tribe Enterprise                                     6.125      03/01/2013     04/06/2011 3        6,009,900
--------------------------------------------------------------------------------------------------------------------------
 20,455,000   Southern CA Tobacco Securitization
              Authority (TASC) 5                                   5.500      06/01/2036     06/01/2012 1       21,074,173
                                                                                                            --------------
                                                                                                               127,141,601
--------------------------------------------------------------------------------------------------------------------------
COLORADO--1.0%
  1,825,000   Adams County, CO Hsg. Authority
              (Aztec Villa Apartments) 5                           5.850      12/01/2027     12/01/2009 1        1,894,113
--------------------------------------------------------------------------------------------------------------------------
     15,000   Boulder County, CO Multifamily Hsg.
              (Legacy Apartments)                                  6.100      11/20/2025     11/20/2005 1           15,323
--------------------------------------------------------------------------------------------------------------------------
     90,000   CO Health Facilities Authority
              (Northern Colorado Medical Center)                   6.000      05/15/2020     11/15/2005 1           90,192
--------------------------------------------------------------------------------------------------------------------------
    780,000   CO Hsg. & Finance Authority (Single Family)          5.480 6    11/01/2029     05/01/2010 1          209,056
--------------------------------------------------------------------------------------------------------------------------
    490,000   CO Hsg. & Finance Authority (Single Family)          6.450      04/01/2030     04/01/2009 1          509,786
--------------------------------------------------------------------------------------------------------------------------
  3,170,000   CO Hsg. & Finance Authority (Single Family)          6.800      04/01/2030     04/01/2016 1        3,272,233
--------------------------------------------------------------------------------------------------------------------------
     15,000   CO Hsg. & Finance Authority (Single Family)          7.450      11/01/2027     11/01/2012 1           15,436
--------------------------------------------------------------------------------------------------------------------------
     12,000   CO Hsg. & Finance Authority, Series A                7.400      11/01/2027     11/01/2005 2           12,045
--------------------------------------------------------------------------------------------------------------------------
     25,000   CO Hsg. & Finance Authority, Series A-4              6.250      10/01/2013     10/01/2005 1           25,089
--------------------------------------------------------------------------------------------------------------------------
    500,000   CO Hsg. & Finance Authority, Series B-2              6.400      10/01/2027     04/01/2006 1          517,715
--------------------------------------------------------------------------------------------------------------------------
    185,000   CO Hsg. & Finance Authority, Series C-2              6.875      11/01/2028     03/01/2006 2          191,488
--------------------------------------------------------------------------------------------------------------------------
    510,000   CO Hsg. & Finance Authority, Series D-2              6.350      11/01/2029     11/01/2015 1          518,318
--------------------------------------------------------------------------------------------------------------------------
     10,000   CO Water Resources & Power Devel.
              Authority, Series A                                  5.600      11/01/2017     11/01/2007 1           10,574
--------------------------------------------------------------------------------------------------------------------------
    255,000   Denver, CO City & County Airport                     5.600      11/15/2020     11/15/2006 1          260,980


                  26 | OPPENHEIMER LIMITED TERM MUNICIPAL FUND

                                                                                              EFFECTIVE
  PRINCIPAL                                                                                   MATURITY*              VALUE
     AMOUNT                                                       COUPON        MATURITY    (UNAUDITED)         SEE NOTE 1
--------------------------------------------------------------------------------------------------------------------------
COLORADO Continued
$   530,000   Denver, CO City & County Airport                     5.600%     11/15/2025     11/15/2006 1   $      536,556
--------------------------------------------------------------------------------------------------------------------------
    295,000   Denver, CO City & County Airport                     5.700      11/15/2025     11/15/2005 1          301,953
--------------------------------------------------------------------------------------------------------------------------
     90,000   Denver, CO City & County Airport                     5.750      11/15/2015     11/15/2006 1           94,208
--------------------------------------------------------------------------------------------------------------------------
    270,000   Denver, CO City & County Airport                     5.750      11/15/2017     11/15/2005 1          276,113
--------------------------------------------------------------------------------------------------------------------------
  1,000,000   Denver, CO City & County Airport RITES 7             8.981 8    11/15/2014     11/15/2010 1        1,214,240
--------------------------------------------------------------------------------------------------------------------------
  1,500,000   Denver, CO City & County Airport RITES 7             8.981 8    11/15/2015     11/15/2010 1        1,818,555
--------------------------------------------------------------------------------------------------------------------------
  1,500,000   Denver, CO City & County Airport RITES 7             8.981 8    11/15/2016     11/15/2010 1        1,800,915
--------------------------------------------------------------------------------------------------------------------------
  1,000,000   Denver, CO City & County Airport RITES 7             8.981 8    11/15/2018     11/15/2010 1        1,193,790
--------------------------------------------------------------------------------------------------------------------------
     50,000   Pueblo County, CO School District COP                5.375      12/01/2010     12/01/2005 1           50,209
--------------------------------------------------------------------------------------------------------------------------
    500,000   Southlands, CO Medical District                      6.750      12/01/2016     12/01/2014 1          548,830
                                                                                                            --------------
                                                                                                                15,377,717
--------------------------------------------------------------------------------------------------------------------------
CONNECTICUT--0.6%
     60,000   CT Devel. Authority
              (Bridgeport Hydraulic Company) 5                     6.000      09/01/2036     09/01/2006 1           62,632
--------------------------------------------------------------------------------------------------------------------------
     65,000   CT Devel. Authority
              (Bridgeport Hydraulic Company)                       6.000      09/01/2036     09/01/2006 1           67,851
--------------------------------------------------------------------------------------------------------------------------
  2,000,000   CT Devel. Authority Airport Facility
              (Learjet) 5                                          7.950      04/01/2026     10/01/2014 1        2,408,840
--------------------------------------------------------------------------------------------------------------------------
    210,000   CT Devel. Authority Pollution Control
              (Connecticut Light & Power Company)                  5.850      09/01/2028     10/01/2008 1          226,040
--------------------------------------------------------------------------------------------------------------------------
     20,000   CT Devel. Authority Pollution Control
              (Connecticut Light & Power Company) 5                5.950      09/01/2028     10/01/2008 1           21,437
--------------------------------------------------------------------------------------------------------------------------
    195,000   CT Devel. Authority Water Facilities
              (Bridgeport Hydraulic Company) 5                     5.600      06/01/2028     12/01/2005 1          195,189
--------------------------------------------------------------------------------------------------------------------------
    100,000   CT H&EFA (Bridgeport Hospital)                       5.375      07/01/2025     07/01/2006 1          103,350
--------------------------------------------------------------------------------------------------------------------------
     30,000   CT H&EFA (Bridgeport Hospital)                       6.625      07/01/2018     07/01/2006 1           30,777
--------------------------------------------------------------------------------------------------------------------------
     50,000   CT H&EFA (Danbury Hospital)                          5.300      07/01/2014     01/01/2006 1           51,265
--------------------------------------------------------------------------------------------------------------------------
     70,000   CT H&EFA (Greenwich Hospital Assoc.) 5               5.800      07/01/2026     07/01/2006 1           72,661
--------------------------------------------------------------------------------------------------------------------------
     30,000   CT H&EFA (Lawrence & Memorial Hospital)              5.000      07/01/2022     07/01/2006 1           30,036
--------------------------------------------------------------------------------------------------------------------------
    110,000   CT H&EFA (Loomis Chaffee School)                     5.500      07/01/2026     07/01/2006 1          112,797
--------------------------------------------------------------------------------------------------------------------------
    100,000   CT H&EFA (Mansfield Nursing) 5                       5.875      11/01/2012     11/01/2005 1          100,241
--------------------------------------------------------------------------------------------------------------------------
    995,000   CT H&EFA (New Britain General Hospital),
              Series B 5                                           6.000      07/01/2024     01/01/2006 1        1,007,109
--------------------------------------------------------------------------------------------------------------------------
     30,000   CT H&EFA, Series E 5                                 6.500      07/01/2014     01/01/2006 1           30,698
--------------------------------------------------------------------------------------------------------------------------
     55,000   CT HFA 5                                             6.000      11/15/2027     11/15/2008 1           56,732
--------------------------------------------------------------------------------------------------------------------------
     20,000   CT HFA, Series G 5                                   5.950      11/15/2017     11/15/2008 1           20,640
--------------------------------------------------------------------------------------------------------------------------
  1,560,000   CT Resource Recovery Authority
              (Browning-Ferris Industries) 5                       6.450      11/15/2022     11/15/2006 1        1,588,080
--------------------------------------------------------------------------------------------------------------------------
    110,000   CT Special Obligation Parking
              (Bradley International Airport Parking)              6.600      07/01/2024     07/01/2010 1          118,630
--------------------------------------------------------------------------------------------------------------------------
  3,145,000   Eastern CT Resource Recovery Authority
              Solid Waste (Wheelabrator Lisbon)                    5.500      01/01/2020     01/01/2006 1        3,148,460


                  27 | OPPENHEIMER LIMITED TERM MUNICIPAL FUND

STATEMENT OF INVESTMENTS  Continued
--------------------------------------------------------------------------------

                                                                                              EFFECTIVE
  PRINCIPAL                                                                                   MATURITY*              VALUE
     AMOUNT                                                       COUPON        MATURITY    (UNAUDITED)         SEE NOTE 1
--------------------------------------------------------------------------------------------------------------------------
CONNECTICUT Continued
$   600,000   Mashantucket, CT Western Pequot
              Tribe, Series B                                      5.600%     09/01/2009     09/01/2007 1   $      634,980
                                                                                                            --------------
                                                                                                                10,088,445
--------------------------------------------------------------------------------------------------------------------------
DELAWARE--0.1%
     25,000   DE Economic Devel. Authority
              (General Motors Corp.)                               5.600      04/01/2009     04/01/2009             24,823
--------------------------------------------------------------------------------------------------------------------------
  1,080,000   DE Economic Devel. Authority
              (Student Hsg.-University Courtyard)                  5.750      08/01/2014     08/01/2010 1        1,166,119
--------------------------------------------------------------------------------------------------------------------------
    250,000   DE Economic Devel. Authority
              (United Waterworks)                                  6.200      06/01/2025     12/01/2005 1          255,545
--------------------------------------------------------------------------------------------------------------------------
     25,000   DE Hsg. Authority (Multifamily Mtg.)                 7.375      01/01/2015     01/01/2006 1           25,043
--------------------------------------------------------------------------------------------------------------------------
     15,000   DE Hsg. Authority (Single Family Mtg.)               6.050      07/01/2028     07/01/2009 1           15,087
--------------------------------------------------------------------------------------------------------------------------
     20,000   Sussex County, DE Wastewater
              (Rehoboth Expansion)                                 5.500      06/15/2025     12/15/2005 1           20,089
                                                                                                            --------------
                                                                                                                 1,506,706
--------------------------------------------------------------------------------------------------------------------------
DISTRICT OF COLUMBIA--1.2%
     40,000   District of Columbia (American University)           5.625      10/01/2026     10/01/2006 1           41,246
--------------------------------------------------------------------------------------------------------------------------
  5,000,000   District of Columbia (Carnegie Endowment)            5.750      11/15/2026     05/15/2006 1        5,173,000
--------------------------------------------------------------------------------------------------------------------------
    200,000   District of Columbia
              (James F. Oyster Elementary School)                  6.450      11/01/2034     11/01/2010 1          217,760
--------------------------------------------------------------------------------------------------------------------------
    530,000   District of Columbia HFA (Single Family),
              Series A                                             6.850      06/01/2031     06/01/2010 1          550,018
--------------------------------------------------------------------------------------------------------------------------
     35,000   District of Columbia HFA (Single Family),
              Series B                                             5.900      12/01/2028     06/01/2009 1           35,156
--------------------------------------------------------------------------------------------------------------------------
  2,000,000   District of Columbia Tobacco Settlement
              Financing Corp.                                      6.250      05/15/2024     11/15/2011 2        2,152,060
--------------------------------------------------------------------------------------------------------------------------
  8,950,000   District of Columbia Tobacco Settlement
              Financing Corp.                                      6.750      05/15/2040     05/15/2011 1        9,932,352
--------------------------------------------------------------------------------------------------------------------------
    100,000   Metropolitan Washington D.C. Airport
              Authority, Series B                                  5.500      10/01/2023     10/01/2009 1          102,935
                                                                                                            --------------
                                                                                                                18,204,527
--------------------------------------------------------------------------------------------------------------------------
FLORIDA--8.0%
     20,000   Altamonte Springs, FL Health Facilities
              (Adventist Health System/Sunbelt)                    5.375      11/15/2023     11/15/2005 1           20,067
--------------------------------------------------------------------------------------------------------------------------
  3,875,000   Arbor Greene, FL Community Devel.
              District Special Assessment                          7.600      05/01/2018     11/01/2005 1        3,977,416
--------------------------------------------------------------------------------------------------------------------------
     30,000   Bay County, FL Water System                          6.250      09/01/2014     03/01/2006 1           30,083
--------------------------------------------------------------------------------------------------------------------------
    950,000   Bonnet Creek, FL Resort Community
              Devel. District Special Assessment                   7.125      05/01/2012     01/10/2010 3        1,021,630
--------------------------------------------------------------------------------------------------------------------------
     35,000   Brevard County, FL Industrial Devel.
              (The Kroger Company)                                 7.250      01/01/2009     01/01/2006 1           36,225
--------------------------------------------------------------------------------------------------------------------------
  2,400,000   Brooks of Bonita Springs, FL Community
              Devel. District, Series A                            6.200      05/01/2019     05/01/2006 1        2,487,816


                  28 | OPPENHEIMER LIMITED TERM MUNICIPAL FUND

                                                                                              EFFECTIVE
  PRINCIPAL                                                                                   MATURITY*              VALUE
     AMOUNT                                                       COUPON        MATURITY    (UNAUDITED)         SEE NOTE 1
--------------------------------------------------------------------------------------------------------------------------
FLORIDA Continued
$ 2,000,000   Broward County, FL Airport Facilities
              (Learjet)                                            7.500%     11/01/2020     11/01/2014 1   $    2,276,940
--------------------------------------------------------------------------------------------------------------------------
     15,000   Broward County, FL HFA Single Family
              Mtg., Series A                                       6.200      04/01/2030     04/01/2009 1           15,548
--------------------------------------------------------------------------------------------------------------------------
    105,000   Broward County, FL Professional Sports
              Facilities (Civic Arena)                             5.625      09/01/2028     09/01/2006 1          108,187
--------------------------------------------------------------------------------------------------------------------------
     20,000   Canaveral, FL Port Authority                         5.750      06/01/2021     06/01/2006 1           20,690
--------------------------------------------------------------------------------------------------------------------------
     25,000   Charlotte County, FL Utilities                       5.625      10/01/2021     10/01/2006 1           26,079
--------------------------------------------------------------------------------------------------------------------------
    145,000   Clay County, FL HFA (Single Family Mtg.)             6.550      03/01/2028     03/01/2007 1          148,386
--------------------------------------------------------------------------------------------------------------------------
  4,845,000   Collier County, FL IDA (Allete)                      6.500      10/01/2025     01/01/2006 1        5,020,244
--------------------------------------------------------------------------------------------------------------------------
  3,400,000   Concorde Estates, FL Community Devel.
              District 5                                           5.000      05/01/2011     05/01/2007 3        3,420,434
--------------------------------------------------------------------------------------------------------------------------
    150,000   Dade County, FL Aviation
              (Miami International Airport)                        5.750      10/01/2015     10/01/2005 1          153,266
--------------------------------------------------------------------------------------------------------------------------
     25,000   Dade County, FL Aviation
              (Miami International Airport)                        5.750      10/01/2025     10/01/2005 1           25,548
--------------------------------------------------------------------------------------------------------------------------
  1,270,000   Dade County, FL Aviation
              (Miami International Airport)                        5.750      10/01/2026     10/01/2008 1        1,322,388
--------------------------------------------------------------------------------------------------------------------------
  3,010,000   Dade County, FL Aviation
              (Miami International Airport)                        6.000      10/01/2024     10/01/2005 1        3,076,190
--------------------------------------------------------------------------------------------------------------------------
  2,255,000   Dade County, FL Aviation, Series A                   5.750      10/01/2011     10/01/2006 1        2,351,672
--------------------------------------------------------------------------------------------------------------------------
  5,265,000   Dade County, FL Aviation, Series A                   5.750      10/01/2015     10/01/2006 1        5,484,287
--------------------------------------------------------------------------------------------------------------------------
     25,000   Dade County, FL Educational Facilities
              Authority (University of Miami)                      5.750      04/01/2020     04/01/2006 1           25,818
--------------------------------------------------------------------------------------------------------------------------
     20,000   Dade County, FL Educational Facilities
              Authority (University of Miami)                      5.750      04/01/2020     04/01/2006 1           20,655
--------------------------------------------------------------------------------------------------------------------------
     20,000   Dade County, FL Health Facilities
              Authority (Baptist Hospital of Miami)                5.250      05/15/2013     11/15/2005 1           20,036
--------------------------------------------------------------------------------------------------------------------------
     15,000   Dade County, FL Health Facilities
              Authority (Baptist Hospital of Miami)                5.250      05/15/2021     05/15/2006 1           15,022
--------------------------------------------------------------------------------------------------------------------------
  1,425,000   Dade County, FL Seaport                              5.750      10/01/2015     10/01/2005 1        1,456,607
--------------------------------------------------------------------------------------------------------------------------
    235,000   Dade County, FL Water & Sewer System                 5.500      10/01/2025     10/01/2005 1          240,222
--------------------------------------------------------------------------------------------------------------------------
    120,000   Dade County, FL Water & Sewer System                 5.500      10/01/2025     10/01/2005 1          122,666
--------------------------------------------------------------------------------------------------------------------------
    115,000   Dade County, FL Water & Sewer System                 5.750      10/01/2022     10/01/2005 1          117,578
--------------------------------------------------------------------------------------------------------------------------
     10,000   Duval County, FL HFA (Single Family Mtg.)            5.950      04/01/2030     04/01/2009 1           10,345
--------------------------------------------------------------------------------------------------------------------------
    120,000   Edgewater, FL Water & Sewer                          5.500      10/01/2021     10/01/2005 1          120,227
--------------------------------------------------------------------------------------------------------------------------
  7,140,000   Escambia County, FL Health Facilities
              Authority                                            5.950      07/01/2020     07/01/2020          7,662,577
--------------------------------------------------------------------------------------------------------------------------
     60,000   Escambia County, FL Health Facilities
              Authority (Baptist Manor)                            5.125      10/01/2019     10/01/2010 1           61,440
--------------------------------------------------------------------------------------------------------------------------
     10,000   Escambia County, FL HFA (Multi-County)               6.400      10/01/2030     04/01/2010 1           10,145
--------------------------------------------------------------------------------------------------------------------------
     10,000   Escambia County, FL HFA (Multi-County),
              Series A                                             6.100      04/01/2030     04/01/2007 1           10,364


                  29 | OPPENHEIMER LIMITED TERM MUNICIPAL FUND

STATEMENT OF INVESTMENTS  Continued
--------------------------------------------------------------------------------

                                                                                              EFFECTIVE
  PRINCIPAL                                                                                   MATURITY*              VALUE
     AMOUNT                                                       COUPON        MATURITY    (UNAUDITED)         SEE NOTE 1
--------------------------------------------------------------------------------------------------------------------------
FLORIDA Continued
$    65,000   Escambia County, FL HFA (Multi-County),
              Series C                                             5.875%     10/01/2028     10/01/2008 1   $       66,919
--------------------------------------------------------------------------------------------------------------------------
    255,000   Escambia County, FL Pollution Control
              (Champion International Corp.)                       5.875      06/01/2022     12/01/2005 1          255,587
--------------------------------------------------------------------------------------------------------------------------
    320,000   Escambia County, FL Pollution Control
              (Champion International Corp.)                       6.400      09/01/2030     09/01/2008 1          331,382
--------------------------------------------------------------------------------------------------------------------------
     45,000   Escambia County, FL School Board COP                 5.500      02/01/2016     02/01/2006 1           46,256
--------------------------------------------------------------------------------------------------------------------------
  3,065,000   Fiddlers Creek, FL Community Devel. District         5.800      05/01/2021     05/01/2010 1        3,208,534
--------------------------------------------------------------------------------------------------------------------------
     25,000   FL Agriculture & Mechanical University
              (Student Apartments)                                 5.625      07/01/2021     07/01/2006 1           25,694
--------------------------------------------------------------------------------------------------------------------------
  4,415,000   FL Capital Trust Agency
              (Seminole Tribe Convention)                          6.000      10/01/2017     10/01/2012 1        4,776,942
--------------------------------------------------------------------------------------------------------------------------
  6,145,000   FL Gateway Services Community Devel.
              District Special Assessment (Sun City Center)        5.500      05/01/2010     02/15/2006 3        6,191,149
--------------------------------------------------------------------------------------------------------------------------
     40,000   FL HFA                                               5.750      07/01/2017     07/01/2009 1           40,990
--------------------------------------------------------------------------------------------------------------------------
    125,000   FL HFA                                               6.300      09/01/2036     09/01/2006 1          128,781
--------------------------------------------------------------------------------------------------------------------------
     10,000   FL HFA                                               6.350      07/01/2028     01/01/2009 1           10,265
--------------------------------------------------------------------------------------------------------------------------
     20,000   FL HFA 5                                             6.350      07/01/2028     01/01/2007 1           20,733
--------------------------------------------------------------------------------------------------------------------------
     25,000   FL HFA (Driftwood Terrace) 5                         7.650      12/20/2031     12/20/2005 1           25,553
--------------------------------------------------------------------------------------------------------------------------
     40,000   FL HFA (Holly Cove Apartments)                       6.250      10/01/2035     10/01/2007 1           40,834
--------------------------------------------------------------------------------------------------------------------------
     25,000   FL HFA (Indian Run Apartments) 5                     6.100      12/01/2026     12/01/2008 1           25,810
--------------------------------------------------------------------------------------------------------------------------
     15,000   FL HFA (Landings at Sea Forest) 5                    5.850      12/01/2018     12/01/2008 1           15,466
--------------------------------------------------------------------------------------------------------------------------
     25,000   FL HFA (Landings at Sea Forest)                      6.050      12/01/2036     12/01/2007 1           25,751
--------------------------------------------------------------------------------------------------------------------------
    205,000   FL HFA (Landings Boot Ranch)                         6.100      11/01/2035     05/01/2006 1          212,495
--------------------------------------------------------------------------------------------------------------------------
     20,000   FL HFA (Mariner Club Apartments),
              Series K-1 5                                         6.375      09/01/2036     09/01/2008 1           20,617
--------------------------------------------------------------------------------------------------------------------------
    525,000   FL HFA (Multifamily Hsg.), Series I                  6.500      07/01/2016     07/01/2008 1          525,126
--------------------------------------------------------------------------------------------------------------------------
    620,000   FL HFA (Multifamily Hsg.), Series I 5                6.625      07/01/2028     07/09/2023 3          604,996
--------------------------------------------------------------------------------------------------------------------------
    100,000   FL HFA (Reserve at Kanpaha)                          5.500      07/01/2020     07/01/2007 1          104,228
--------------------------------------------------------------------------------------------------------------------------
     50,000   FL HFA (Riverfront Apartments)                       6.200      04/01/2027     04/01/2007 1           51,922
--------------------------------------------------------------------------------------------------------------------------
     50,000   FL HFA (Sterling Palms Apartments)                   6.400      12/01/2026     05/01/2006 1           51,640
--------------------------------------------------------------------------------------------------------------------------
     10,000   FL HFA (Stodderd Arms Apartments) 5                  5.900      09/01/2010     09/01/2006 1           10,330
--------------------------------------------------------------------------------------------------------------------------
     75,000   FL HFA (Stoddert Arms Apartments) 5                  6.300      09/01/2036     09/01/2006 1           77,283
--------------------------------------------------------------------------------------------------------------------------
     20,000   FL HFA (Waverly Apartments)                          6.200      07/01/2035     07/01/2010 1           21,462
--------------------------------------------------------------------------------------------------------------------------
     15,000   FL HFA (Windchase Apartments), Series C              5.900      12/01/2027     06/01/2009 1           15,504
--------------------------------------------------------------------------------------------------------------------------
    195,000   FL HFA (Worthington Apartments)                      6.050      12/01/2025     12/01/2007 1          199,218
--------------------------------------------------------------------------------------------------------------------------
      5,000   FL HFA (Worthington Apartments)                      6.200      12/01/2035     12/01/2005 1            5,108
--------------------------------------------------------------------------------------------------------------------------
     15,000   FL HFA, Series 3 5                                   6.200      07/01/2016     01/01/2009 1           15,499
--------------------------------------------------------------------------------------------------------------------------
     25,000   FL HFA, Series 3 5                                   6.300      07/01/2024     01/01/2007 1           25,929
--------------------------------------------------------------------------------------------------------------------------
     25,000   FL HFA, Series A                                     6.400      06/01/2024     12/01/2005 1           25,115
--------------------------------------------------------------------------------------------------------------------------
     20,000   FL HFC                                               5.900      07/01/2021     07/01/2009 1           20,530
--------------------------------------------------------------------------------------------------------------------------
     10,000   FL HFC                                               5.950      01/01/2032     01/01/2010 1           10,436

                  30 | OPPENHEIMER LIMITED TERM MUNICIPAL FUND

                                                                                              EFFECTIVE
  PRINCIPAL                                                                                   MATURITY*              VALUE
     AMOUNT                                                       COUPON        MATURITY    (UNAUDITED)         SEE NOTE 1
--------------------------------------------------------------------------------------------------------------------------
FLORIDA Continued
$    50,000   FL HFC (Grande Court Boggy Creek)                    5.000%     09/01/2021     09/01/2012 1   $       51,306
--------------------------------------------------------------------------------------------------------------------------
     15,000   FL HFC (Hampton Court Apartments)                    5.600      03/01/2032     03/01/2009 1           15,470
--------------------------------------------------------------------------------------------------------------------------
     15,000   FL HFC (Seminole Ridge Apartments)                   6.000      10/01/2029     10/01/2009 1           15,911
--------------------------------------------------------------------------------------------------------------------------
     30,000   FL HFC (Winterlakes Sanctuary), Series H-1           6.000      09/01/2032     09/01/2011 1           31,574
--------------------------------------------------------------------------------------------------------------------------
     15,000   FL HFC (Woodridge Apartments)                        6.000      10/01/2039     10/01/2009 1           15,852
--------------------------------------------------------------------------------------------------------------------------
     50,000   FL Ports Financing Commission                        5.375      06/01/2016     06/01/2007 1           52,329
--------------------------------------------------------------------------------------------------------------------------
    685,000   FL Ports Financing Commission 5                      5.375      06/01/2027     06/01/2007 1          709,331
--------------------------------------------------------------------------------------------------------------------------
  2,695,000   Herons Glen, FL Recreation District
              Special Assessment                                   5.900      05/01/2019     05/01/2010 1        2,770,406
--------------------------------------------------------------------------------------------------------------------------
  2,000,000   Herons Glen, FL Recreation District
              Special Assessment                                   6.000      05/01/2029     05/01/2010 1        2,058,520
--------------------------------------------------------------------------------------------------------------------------
  1,555,000   Hillsborough County, FL Aviation
              Authority (Tampa International Airport)              6.000      10/01/2023     10/01/2006 1        1,623,731
--------------------------------------------------------------------------------------------------------------------------
    740,000   Hillsborough County, FL IDA
              (Tampa Electric Company)                             6.250      12/01/2034     12/01/2005 1          759,832
--------------------------------------------------------------------------------------------------------------------------
  1,000,000   Jacksonville, FL Economic Devel. Corp.
              (Met Packaging Solutions)                            5.500      10/01/2030     10/01/2015 1        1,047,400
--------------------------------------------------------------------------------------------------------------------------
  1,145,000   Jacksonville, FL Electric Authority
              (St. Johns River)                                    5.250      10/01/2021     10/01/2005 1        1,152,042
--------------------------------------------------------------------------------------------------------------------------
     20,000   Jacksonville, FL Electric Authority
              (Water & Sewer)                                      5.300      10/01/2029     04/01/2006 1           20,102
--------------------------------------------------------------------------------------------------------------------------
    330,000   Jacksonville, FL Pollution Control
              (Anheuser-Busch Companies)                           5.700      08/01/2031     08/01/2006 1          337,145
--------------------------------------------------------------------------------------------------------------------------
     75,000   Jacksonville, FL Port Authority                      5.625      11/01/2018     11/01/2008 1           78,073
--------------------------------------------------------------------------------------------------------------------------
     70,000   Jacksonville, FL Port Authority                      5.625      11/01/2026     11/01/2010 1           75,235
--------------------------------------------------------------------------------------------------------------------------
    740,000   Jacksonville, FL Water & Sewage
              (United Waterworks)                                  6.350      08/01/2025     02/01/2006 1          756,561
--------------------------------------------------------------------------------------------------------------------------
     25,000   Lakeland, FL Light & Water                           5.750      10/01/2019     10/01/2005 1           27,210
--------------------------------------------------------------------------------------------------------------------------
     10,000   Lee County, FL Capital Improvement                   5.750      11/01/2014     11/01/2005 1           10,026
--------------------------------------------------------------------------------------------------------------------------
    955,000   Lee County, FL HFA (Single Family Mtg.)              6.450      03/01/2031     10/01/2005 2          991,777
--------------------------------------------------------------------------------------------------------------------------
    960,000   Lee County, FL HFA (Single Family Mtg.)              7.100      03/01/2034     03/01/2006 2        1,010,602
--------------------------------------------------------------------------------------------------------------------------
     50,000   Lee County, FL IDA (Bonita Springs Utilities)        5.650      11/01/2009     11/01/2006 1           51,667
--------------------------------------------------------------------------------------------------------------------------
     25,000   Lee County, FL IDA (Bonita Springs Utilities)        6.050      11/01/2015     11/01/2006 1           25,961
--------------------------------------------------------------------------------------------------------------------------
    125,000   Lee County, FL IDA (Bonita Springs Utilities)        6.050      11/01/2020     11/01/2006 1          129,738
--------------------------------------------------------------------------------------------------------------------------
     90,000   Macclenny, FL Capital Improvement                    5.500      01/01/2026     01/01/2006 1           92,273
--------------------------------------------------------------------------------------------------------------------------
     50,000   Manatee County, FL HFA
              (Single Family Mtg.)                                 5.500      03/01/2035     09/01/2013 1           53,133
--------------------------------------------------------------------------------------------------------------------------
      5,000   Manatee County, FL HFA, Series A 5                   9.125      06/01/2016     12/01/2005 1            5,016
--------------------------------------------------------------------------------------------------------------------------
     10,000   Martin County, FL Health Facilities
              (Martin Memorial Medical Center)                     5.375      11/15/2024     11/15/2007 1           10,556
--------------------------------------------------------------------------------------------------------------------------
 10,125,000   Martin County, FL IDA
              (Indiantown Cogeneration)                            7.875      12/15/2025     12/15/2006 1       10,217,644


                  31 | OPPENHEIMER LIMITED TERM MUNICIPAL FUND

STATEMENT OF INVESTMENTS  Continued
--------------------------------------------------------------------------------

                                                                                              EFFECTIVE
  PRINCIPAL                                                                                   MATURITY*              VALUE
     AMOUNT                                                       COUPON        MATURITY    (UNAUDITED)         SEE NOTE 1
--------------------------------------------------------------------------------------------------------------------------
FLORIDA Continued
$    80,000   Miami, FL Community Redevel.
              (Southeast Overtown/Park West)                       8.500%     10/01/2015     10/01/2005 1   $       80,279
--------------------------------------------------------------------------------------------------------------------------
  3,500,000   Miami, FL Health Facilities Authority
              (Mercy Hospital) IRS 5                               7.770 8    08/15/2015     02/15/2006 1        3,579,380
--------------------------------------------------------------------------------------------------------------------------
     95,000   Miami, FL Redevel. Agency
              (City Center-Historic Convention Village)            5.875      12/01/2022     12/01/2006 1           96,308
--------------------------------------------------------------------------------------------------------------------------
     15,000   Miami-Dade County, FL Hsg. Finance
              Authority (Country Club Villas Apartments)           6.000      10/01/2015     04/01/2011 1           15,499
--------------------------------------------------------------------------------------------------------------------------
  1,000,000   Monterra, FL Community Devel. District
              Special Assessment                                   5.000      11/01/2010     11/01/2010          1,002,140
--------------------------------------------------------------------------------------------------------------------------
     10,000   North Broward, FL Hospital District                  5.375      01/15/2024     01/15/2007 1           10,398
--------------------------------------------------------------------------------------------------------------------------
     15,000   North Broward, FL Hospital District                  5.375      01/15/2024     01/15/2007 1           15,491
--------------------------------------------------------------------------------------------------------------------------
     40,000   North Palm Beach Heights, FL Water
              Control District, Series A                           6.500      10/01/2012     10/01/2005 1           40,120
--------------------------------------------------------------------------------------------------------------------------
    430,000   Oakland, FL Charter School                           6.950      12/01/2015     05/01/2011 3          453,512
--------------------------------------------------------------------------------------------------------------------------
     20,000   Ocala, FL Capital Improvements COP                   5.375      10/01/2022     10/01/2005 1           20,432
--------------------------------------------------------------------------------------------------------------------------
  2,015,000   Okaloosa County, FL Airport                          6.000      10/01/2030     10/01/2013 1        2,177,590
--------------------------------------------------------------------------------------------------------------------------
    415,000   Orange County, FL Health Facilities
              Authority (Adventist Health)                         5.750      11/15/2025     11/15/2005 1          424,462
--------------------------------------------------------------------------------------------------------------------------
  3,000,000   Orange County, FL Health Facilities Authority
              (AHS/FHW/JCH/MH/MAH Obligated Group)                 5.250      11/15/2020     11/15/2005 1        3,073,230
--------------------------------------------------------------------------------------------------------------------------
     65,000   Orange County, FL Health Facilities Authority
              (AHS/FHW/JCH/MH/MAH Obligated Group)                 5.750      11/15/2025     11/15/2005 1           66,485
--------------------------------------------------------------------------------------------------------------------------
     55,000   Orange County, FL HFA                                5.150      03/01/2022     09/01/2009 1           55,801
--------------------------------------------------------------------------------------------------------------------------
  4,625,000   Orange County, FL HFA                                5.650      09/01/2034     12/01/2008 2        4,843,716
--------------------------------------------------------------------------------------------------------------------------
     30,000   Orange County, FL HFA                                5.800      09/01/2017     09/01/2009 1           30,257
--------------------------------------------------------------------------------------------------------------------------
     25,000   Orange County, FL HFA (Single Family Mtg.)           5.950      03/01/2028     03/01/2007 1           25,856
--------------------------------------------------------------------------------------------------------------------------
     65,000   Palm Beach County, FL Health Facilities
              Authority (Adult Community Services)                 5.625      11/15/2020     11/15/2008 1           67,081
--------------------------------------------------------------------------------------------------------------------------
     65,000   Palm Beach County, FL HFA
              (Shenandoah Village)                                 5.500      04/01/2009     10/01/2005 1           66,394
--------------------------------------------------------------------------------------------------------------------------
     50,000   Palm Beach County, FL HFA
              (Shenandoah Village)                                 6.100      10/01/2025     10/01/2005 1           51,047
--------------------------------------------------------------------------------------------------------------------------
     35,000   Palm Beach County, FL Industrial Devel.
              (Regents Park Boca Raton)                            5.700      02/01/2024     02/01/2006 1           35,280
--------------------------------------------------------------------------------------------------------------------------
     25,000   Palm Beach, FL HFA (Chelsea Commons)                 5.800      12/01/2017     06/01/2006 1           25,563
--------------------------------------------------------------------------------------------------------------------------
    435,000   Pinellas County, FL HFA                              5.500      03/01/2036     03/18/2008 2          438,484
--------------------------------------------------------------------------------------------------------------------------
  4,605,000   Pinellas County, FL HFA (Oaks of Clearwater)         6.375      06/01/2019     12/01/2013 1        4,921,502
--------------------------------------------------------------------------------------------------------------------------
     10,000   Pinellas County, FL HFA (Single Family)              6.000      09/01/2018     03/01/2007 1           10,317
--------------------------------------------------------------------------------------------------------------------------
     80,000   Pinellas County, FL HFA, Series A                    6.000      04/01/2029     04/01/2008 1           82,023
--------------------------------------------------------------------------------------------------------------------------
     45,000   Pinellas County, FL HFA, Series B                    6.200      09/01/2034     09/01/2012 1           47,565
--------------------------------------------------------------------------------------------------------------------------
    320,000   Polk County, FL IDA Solid Waste Disposal
              (Tampa Electric Company)                             5.850      12/01/2030     12/01/2008 1          334,954


                  32 | OPPENHEIMER LIMITED TERM MUNICIPAL FUND

                                                                                              EFFECTIVE
  PRINCIPAL                                                                                   MATURITY*              VALUE
     AMOUNT                                                       COUPON        MATURITY    (UNAUDITED)         SEE NOTE 1
--------------------------------------------------------------------------------------------------------------------------
FLORIDA Continued
$   295,000   Polk County, FL IDA Solid Waste Disposal
              (Tampa Electric Company)                             5.850%     12/01/2030     12/01/2008 1   $      304,387
--------------------------------------------------------------------------------------------------------------------------
     10,000   Port Palm, FL Beach District                         5.500      09/01/2024     09/01/2009 1           10,675
--------------------------------------------------------------------------------------------------------------------------
  2,500,000   Reunion East, FL Community Devel.
              District Special Assessment                          5.200      11/01/2007     11/01/2005 3        2,517,750
--------------------------------------------------------------------------------------------------------------------------
  3,450,000   Riverwood, FL Community Devel.
              District, Series A                                   8.500      05/01/2014     05/01/2006 1        3,553,535
--------------------------------------------------------------------------------------------------------------------------
    100,000   Riverwood, FL Community Devel.
              District, Series B                                   8.500      05/01/2012     05/01/2012 1          104,401
--------------------------------------------------------------------------------------------------------------------------
    260,000   Santa Rosa Bay, FL Bridge Authority                  6.250      07/01/2028     07/01/2006 1          268,965
--------------------------------------------------------------------------------------------------------------------------
    900,000   Sumter Landing, FL Community Devel.
              District Special Assessment                          6.250      05/01/2013     05/01/2009 3          952,848
--------------------------------------------------------------------------------------------------------------------------
    445,000   Venice, FL Health Care
              (Bon Secours Health Systems)                         5.625      08/15/2026     08/15/2006 1          461,848
--------------------------------------------------------------------------------------------------------------------------
  1,315,000   Village, FL Community Devel. District                5.000      05/01/2008     01/01/2006 3        1,323,429
--------------------------------------------------------------------------------------------------------------------------
  2,180,000   Village, FL Community Devel. District                7.625      05/01/2017     05/01/2006 1        2,280,345
--------------------------------------------------------------------------------------------------------------------------
  8,000,000   Volusia County, FL Educational
              Facility Authority (Emery-Riddle
              Aeronautical University)                             6.125      10/15/2026     10/15/2008 1        8,408,640
--------------------------------------------------------------------------------------------------------------------------
    160,000   Volusia County, FL Educational
              Facility Authority (Stetson University)              5.500      06/01/2026     06/01/2006 1          165,952
--------------------------------------------------------------------------------------------------------------------------
     40,000   Volusia County, FL Health Facilities Authority       5.500      11/15/2026     11/15/2006 1           40,885
--------------------------------------------------------------------------------------------------------------------------
    250,000   Volusia County, FL Health Facilities
              Authority (John Knox Village of Florida)             6.000      06/01/2017     06/01/2006 1          259,285
--------------------------------------------------------------------------------------------------------------------------
     25,000   Wilton Manors, FL Water & Sewage                     5.500      10/01/2012     10/01/2005 1           25,314
                                                                                                            --------------
                                                                                                               125,116,730
--------------------------------------------------------------------------------------------------------------------------
GEORGIA--1.2%
     50,000   Acworth, GA Hsg. Authority
              (Wingate Falls Apartments)                           6.125      03/01/2017     03/01/2007 1           52,172
--------------------------------------------------------------------------------------------------------------------------
    110,000   Atlanta & Fulton County, GA Recreation
              Authority (Downtown Arena)                           5.375      12/01/2026     06/01/2007 1          115,420
--------------------------------------------------------------------------------------------------------------------------
     90,000   Atlanta, GA Airport                                  5.625      01/01/2030     01/01/2010 1           94,986
--------------------------------------------------------------------------------------------------------------------------
  2,000,000   Atlanta, GA Devel. Authority Student Hsg.
              (ADA/CAU Partners)                                   6.000      07/01/2036     07/01/2016 1        2,173,640
--------------------------------------------------------------------------------------------------------------------------
     20,000   Atlanta, GA Devel. Authority Student Hsg.
              (ADA/CAU Partners)                                   6.250      07/01/2036     07/01/2014 1           22,106
--------------------------------------------------------------------------------------------------------------------------
  1,000,000   Atlanta, GA Tax Allocation (Eastside)                5.625      01/01/2016     03/27/2012 3        1,010,000
--------------------------------------------------------------------------------------------------------------------------
     25,000   Atlanta, GA Urban Residential Finance
              Authority (Fulton Cotton Mill)                       6.125      05/20/2027     05/20/2007 1           26,168
--------------------------------------------------------------------------------------------------------------------------
     90,000   Atlanta, GA Urban Residential Finance
              Authority (Morehouse College)                        5.750      12/01/2014     12/01/2005 1           92,225
--------------------------------------------------------------------------------------------------------------------------
    270,000   Burke County, GA Devel. Authority
              (Georgia Power Company) 7                            5.450      05/01/2034     05/01/2006 1          272,743


                  33 | OPPENHEIMER LIMITED TERM MUNICIPAL FUND

STATEMENT OF INVESTMENTS  Continued
--------------------------------------------------------------------------------

                                                                                              EFFECTIVE
  PRINCIPAL                                                                                   MATURITY*              VALUE
     AMOUNT                                                       COUPON        MATURITY    (UNAUDITED)         SEE NOTE 1
--------------------------------------------------------------------------------------------------------------------------
GEORGIA Continued
$   615,000   Burke County, GA Devel. Authority
              (Georgia Power Company)                              5.450%     05/01/2034     11/01/2005 1   $      617,448
--------------------------------------------------------------------------------------------------------------------------
     25,000   De Kalb County, GA Devel. Authority
              (Emory University)                                   5.375      11/01/2025     11/01/2005 1           25,305
--------------------------------------------------------------------------------------------------------------------------
     25,000   De Kalb County, GA Devel. Authority
              (Emory University)                                   5.375      11/01/2025     11/01/2005 1           25,305
--------------------------------------------------------------------------------------------------------------------------
     75,000   Ellijay-Gilmer County, GA Water &
              Sewage Authority                                     5.900      01/01/2024     01/01/2006 1           75,203
--------------------------------------------------------------------------------------------------------------------------
     20,000   GA HFA (Lake Vista Apartments)                       5.950      01/01/2027     01/01/2008 1           20,684
--------------------------------------------------------------------------------------------------------------------------
     75,000   GA HFA (Single Family Mtg.)                          5.550      12/01/2026     06/01/2008 1           77,028
--------------------------------------------------------------------------------------------------------------------------
     35,000   GA HFA (Single Family Mtg.)                          5.850      12/01/2028     06/01/2007 1           36,358
--------------------------------------------------------------------------------------------------------------------------
     15,000   GA HFA (Single Family Mtg.), Series C2               5.800      12/01/2026     12/01/2009 1           15,701
--------------------------------------------------------------------------------------------------------------------------
     80,000   Gainesville & Hall County, GA Hospital
              Authority 5                                          6.000      10/01/2025     10/01/2005 1           81,621
--------------------------------------------------------------------------------------------------------------------------
    105,000   Hinesville, GA HDC
              (Pineland Square Apartments)                         7.250      04/01/2013     10/01/2005 1          107,830
--------------------------------------------------------------------------------------------------------------------------
     25,000   Hinesville, GA Leased Hsg. Corp.
              (Regency Park)                                       7.250      01/15/2011     01/15/2011 1           25,936
--------------------------------------------------------------------------------------------------------------------------
     50,000   Macon-Bibb County, GA Industrial
              Authority 5                                          6.000      05/01/2013     11/01/2005 1           50,113
--------------------------------------------------------------------------------------------------------------------------
     20,000   Macon-Bibb County, GA Industrial
              Authority 5                                          6.100      05/01/2018     11/01/2005 1           20,028
--------------------------------------------------------------------------------------------------------------------------
     15,000   Marietta, GA Devel. Authority
              (Life College) 5                                     5.800      09/01/2019     03/01/2006 1           15,331
--------------------------------------------------------------------------------------------------------------------------
     75,000   Metropolitan Atlanta, GA Rapid
              Transit Authority                                    5.625      07/01/2020     07/01/2006 1           77,814
--------------------------------------------------------------------------------------------------------------------------
  4,010,000   Northwestern Gwinnett County,
              GA Facilities Corp. COP (Dept. of Labor)             5.750      06/15/2019     05/14/2014 2        4,370,539
--------------------------------------------------------------------------------------------------------------------------
  1,600,000   Northwestern Gwinnett County,
              GA Facilities Corp. COP
              (Dept. of Motor Vehicle Safety)                      5.750      06/15/2019     05/18/2014 2        1,743,856
--------------------------------------------------------------------------------------------------------------------------
     20,000   Richmond County, GA Devel. Authority
              (International Paper Company)                        5.800      12/01/2020     12/01/2009 1           20,777
--------------------------------------------------------------------------------------------------------------------------
     50,000   Richmond County, GA Devel. Authority
              (International Paper Company)                        6.250      02/01/2025     02/01/2011 1           53,494
--------------------------------------------------------------------------------------------------------------------------
  6,010,000   Rockdale County, GA Devel. Authority
              (Visy Paper)                                         7.400      01/01/2016     01/01/2006 1        6,100,270
--------------------------------------------------------------------------------------------------------------------------
  1,000,000   Rockdale County, GA Devel. Authority
              (Visy Paper)                                         7.500      01/01/2026     01/01/2006 1        1,015,020
--------------------------------------------------------------------------------------------------------------------------
     10,000   Rome, GA New Public Housing Authority                5.750      11/01/2010     11/01/2005 1           11,011
--------------------------------------------------------------------------------------------------------------------------
    210,000   Savannah, GA EDA
              (University Financing Foundation)                    6.750      11/15/2031     11/15/2010 1          230,691
                                                                                                            --------------
                                                                                                                18,676,823


                  34 | OPPENHEIMER LIMITED TERM MUNICIPAL FUND

                                                                                              EFFECTIVE
  PRINCIPAL                                                                                   MATURITY*              VALUE
     AMOUNT                                                       COUPON        MATURITY    (UNAUDITED)         SEE NOTE 1
--------------------------------------------------------------------------------------------------------------------------
HAWAII--0.9%
$ 3,385,000   HI Airports System RITES 7                           8.212% 8   07/01/2018     07/01/2011 1   $    3,946,741
--------------------------------------------------------------------------------------------------------------------------
  7,000,000   HI Department of Budget & Finance RITES 5,7          8.362 8    07/01/2020     07/11/2010 1        8,177,050
--------------------------------------------------------------------------------------------------------------------------
  1,135,000   HI Department of Budget & Finance Special
              Purpose (Hawaiian Electric Company)                  5.450      11/01/2023     11/01/2005 1        1,149,222
--------------------------------------------------------------------------------------------------------------------------
     85,000   HI Department of Budget & Finance Special
              Purpose (Hawaiian Electric Company)                  5.650      10/01/2027     10/01/2013 1           92,479
--------------------------------------------------------------------------------------------------------------------------
    110,000   HI Department of Budget & Finance Special
              Purpose (Hawaiian Electric Company)                  5.875      12/01/2026     12/01/2006 1          115,185
--------------------------------------------------------------------------------------------------------------------------
     25,000   HI Department of Budget & Finance Special
              Purpose (Kapiolani Health Care)                      6.250      07/01/2021     07/01/2006 1           26,075
--------------------------------------------------------------------------------------------------------------------------
    115,000   HI Harbor Capital Improvement                        5.500      07/01/2027     07/01/2009 1          119,204
--------------------------------------------------------------------------------------------------------------------------
     75,000   HI Harbor System, Series A                           5.750      07/01/2029     07/01/2010 1           81,331
                                                                                                            --------------
                                                                                                                13,707,287
--------------------------------------------------------------------------------------------------------------------------
IDAHO--0.2%
     40,000   Boise City, ID COP                                   5.600      09/01/2030     03/01/2006 1           40,325
--------------------------------------------------------------------------------------------------------------------------
    365,000   ID Hsg. & Finance Assoc. (Single Family Mtg.)        5.550      07/01/2031     07/01/2010 1          366,657
--------------------------------------------------------------------------------------------------------------------------
     15,000   ID Hsg. & Finance Assoc. (Single Family Mtg.)        6.350      07/01/2016     01/01/2006 1           15,430
--------------------------------------------------------------------------------------------------------------------------
     15,000   ID Hsg. & Finance Assoc. (Single Family Mtg.),
              Series F                                             6.050      07/01/2009     07/01/2006 2           15,163
--------------------------------------------------------------------------------------------------------------------------
     20,000   ID Hsg. & Finance Assoc. (Single Family Mtg.),
              Series H-2                                           6.200      07/01/2028     11/15/2006 2           20,911
--------------------------------------------------------------------------------------------------------------------------
     30,000   ID Hsg. Agency (Single Family Mtg.)                  6.700      07/01/2027     01/01/2006 1           30,622
--------------------------------------------------------------------------------------------------------------------------
     15,000   ID Hsg. Agency (Single Family Mtg.), Series A        6.125      07/01/2026     01/01/2008 3           15,694
--------------------------------------------------------------------------------------------------------------------------
  2,395,000   Pocatello, ID Devel. Authority Revenue
              Allocation Tax Increment, Series A                   5.500      08/01/2017     02/08/2014 2        2,402,281
                                                                                                            --------------
                                                                                                                 2,907,083
--------------------------------------------------------------------------------------------------------------------------
ILLINOIS--5.8%
  1,700,000   Bedford Park, IL Tax Increment
              (71st & Cicero)                                      7.375      01/01/2012     01/01/2006 1        1,751,544
--------------------------------------------------------------------------------------------------------------------------
    120,000   Bryant, IL Pollution Control
              (Central Illinois Light Company)                     5.900      08/01/2023     02/01/2006 1          121,294
--------------------------------------------------------------------------------------------------------------------------
     25,000   Bryant, IL Pollution Control
              (Central Illinois Light Company)                     5.900      08/01/2023     02/01/2006 1           25,056
--------------------------------------------------------------------------------------------------------------------------
    125,000   Chatham Area, IL Public Library District             6.300      02/01/2010     02/01/2006 1          126,399
--------------------------------------------------------------------------------------------------------------------------
  2,060,000   Chicago, IL (Single Family Mtg.)                     5.500      10/01/2020     10/01/2006 3        2,111,747
--------------------------------------------------------------------------------------------------------------------------
    455,000   Chicago, IL (Single Family Mtg.)                     6.300      09/01/2029     09/01/2013 1          471,357
--------------------------------------------------------------------------------------------------------------------------
     50,000   Chicago, IL Board of Education
              (Chicago School Reform)                              5.250      12/01/2030     12/01/2007 1           52,578
--------------------------------------------------------------------------------------------------------------------------
      5,000   Chicago, IL Board of Education
              (Chicago School Reform)                              5.750      12/01/2027     12/01/2007 1            5,378
--------------------------------------------------------------------------------------------------------------------------
    145,000   Chicago, IL Metropolitan Hsg. Devel. Corp.           6.850      07/01/2022     01/01/2006 1          146,148
--------------------------------------------------------------------------------------------------------------------------
     20,000   Chicago, IL Metropolitan Hsg. Devel. Corp.
              (Academy Square)                                     5.600      10/01/2025     10/01/2005 1           20,012


                  35 | OPPENHEIMER LIMITED TERM MUNICIPAL FUND

STATEMENT OF INVESTMENTS  Continued
--------------------------------------------------------------------------------

                                                                                              EFFECTIVE
  PRINCIPAL                                                                                   MATURITY*              VALUE
     AMOUNT                                                       COUPON        MATURITY    (UNAUDITED)         SEE NOTE 1
--------------------------------------------------------------------------------------------------------------------------
ILLINOIS Continued
$   200,000   Chicago, IL Metropolitan Water                       6.100%     12/01/2006     12/01/2005 1   $      201,058
--------------------------------------------------------------------------------------------------------------------------
     65,000   Chicago, IL Midway Airport, Series B                 5.625      01/01/2029     01/01/2007 1           67,042
--------------------------------------------------------------------------------------------------------------------------
     70,000   Chicago, IL Midway Airport, Series B                 5.750      01/01/2022     01/01/2007 1           72,435
--------------------------------------------------------------------------------------------------------------------------
     25,000   Chicago, IL Multifamily Hsg.
              (St. Edmund's Village)                               6.125      09/20/2024     09/20/2010 1           26,482
--------------------------------------------------------------------------------------------------------------------------
  5,610,000   Chicago, IL O'Hare International Airport
              (2nd Lien)                                           5.000      01/01/2018     01/01/2006 1        5,638,667
--------------------------------------------------------------------------------------------------------------------------
  4,000,000   Chicago, IL O'Hare International Airport
              (General Airport), Series A 7                        8.396 8    01/01/2023     01/01/2014 1        4,853,800
--------------------------------------------------------------------------------------------------------------------------
  4,000,000   Chicago, IL O'Hare International Airport
              (Passenger Facility Charge)                          5.600      01/01/2010     01/01/2006 1        4,105,240
--------------------------------------------------------------------------------------------------------------------------
  1,000,000   Chicago, IL O'Hare International Airport
              (Passenger Facility Charge)                          5.625      01/01/2012     01/01/2006 1        1,026,370
--------------------------------------------------------------------------------------------------------------------------
  2,815,000   Chicago, IL Park District                            5.250      01/01/2011     01/01/2006 1        2,886,895
--------------------------------------------------------------------------------------------------------------------------
  2,265,000   Cook County, IL School District                      5.450      12/01/2008     12/01/2005 1        2,319,836
--------------------------------------------------------------------------------------------------------------------------
    100,000   Greenville, IL Educational Facilities Authority
              (Greenville College)                                 6.000      12/01/2009     12/01/2005 1          100,161
--------------------------------------------------------------------------------------------------------------------------
    350,000   Harvey, IL GO                                        6.700      02/01/2009     02/01/2006 1          354,046
--------------------------------------------------------------------------------------------------------------------------
 12,280,000   Hodgkins, IL Environmental Improvement
              (Metropolitan Biosolids Management)                  6.000      11/01/2015     11/01/2008 1       13,032,764
--------------------------------------------------------------------------------------------------------------------------
    100,000   IL Devel. Finance Authority
              (Community Rehabilitation Providers)                 6.050      07/01/2019     07/01/2007 1          103,448
--------------------------------------------------------------------------------------------------------------------------
  2,540,000   IL Devel. Finance Authority (Olin Corp.)             6.750      03/01/2016     04/01/2013 1        2,683,002
--------------------------------------------------------------------------------------------------------------------------
    225,000   IL Devel. Finance Authority Pollution Control
              (Central Illinois Public Service Company)            5.700      08/15/2026     02/15/2006 1          225,396
--------------------------------------------------------------------------------------------------------------------------
    215,000   IL Devel. Finance Authority Pollution Control
              (Illinois Power Company)                             5.400      03/01/2028     03/01/2006 1          215,335
--------------------------------------------------------------------------------------------------------------------------
    850,000   IL Devel. Finance Authority Pollution Control
              (Illinois Power Company)                             5.700      02/01/2024     02/01/2006 1          856,027
--------------------------------------------------------------------------------------------------------------------------
     50,000   IL Educational Facilities Authority
              (Chicago Zoological Society)                         6.100      12/15/2016     12/15/2005 1           51,187
--------------------------------------------------------------------------------------------------------------------------
     25,000   IL Educational Facilities Authority
              (Educational Advancement Fund)                       6.250      05/01/2030     05/01/2013 1           26,835
--------------------------------------------------------------------------------------------------------------------------
     80,000   IL Educational Facilities Authority
              (Educational Advancement Fund)                       6.250      05/01/2034     05/01/2007 1           82,172
--------------------------------------------------------------------------------------------------------------------------
     45,000   IL Educational Facilities Authority
              (Midwestern University)                              6.250      05/15/2026     05/15/2006 1           46,690
--------------------------------------------------------------------------------------------------------------------------
    620,000   IL Finance Authority (Beacon Hill)                   5.000      02/15/2012     02/15/2010 1          626,634
--------------------------------------------------------------------------------------------------------------------------
    385,000   IL Finance Authority (Beacon Hill)                   5.250      02/15/2014     02/15/2010 1          388,011
--------------------------------------------------------------------------------------------------------------------------
     50,000   IL GO                                                5.750      07/01/2016     01/01/2006 1           51,104
--------------------------------------------------------------------------------------------------------------------------
     20,000   IL Health Facilities Authority
              (Advocate Health)                                    5.875      08/15/2022     08/15/2007 1           20,891


                  36 | OPPENHEIMER LIMITED TERM MUNICIPAL FUND

                                                                                              EFFECTIVE
  PRINCIPAL                                                                                   MATURITY*              VALUE
     AMOUNT                                                       COUPON        MATURITY    (UNAUDITED)         SEE NOTE 1
--------------------------------------------------------------------------------------------------------------------------
ILLINOIS Continued
$    50,000   IL Health Facilities Authority
              (Sarah Bush Lincoln Health Center)                   6.000%     02/15/2026     02/15/2006 1   $       51,481
--------------------------------------------------------------------------------------------------------------------------
     30,000   IL Health Facilities Authority
              (West Suburban Hospital Medical Center)              5.750      07/01/2015     07/01/2009 1           32,788
--------------------------------------------------------------------------------------------------------------------------
     85,000   IL Health Facilities Authority
              (West Suburban Hospital Medical Center)              5.750      07/01/2020     07/01/2009 1           92,899
--------------------------------------------------------------------------------------------------------------------------
  3,220,000   IL Hsg. Devel. Authority                             5.625      08/01/2033     02/01/2012 1        3,348,285
--------------------------------------------------------------------------------------------------------------------------
    315,000   IL Hsg. Devel. Authority
              (Garden House River Oak)                             6.875      01/01/2020     01/01/2006 1          319,631
--------------------------------------------------------------------------------------------------------------------------
    400,000   IL Hsg. Devel. Authority (Multifamily Hsg.),
              Series 1991-A                                        8.250      07/01/2016     01/01/2006 1          405,504
--------------------------------------------------------------------------------------------------------------------------
     50,000   IL Hsg. Devel. Authority (Multifamily Hsg.),
              Series A                                             5.950      07/01/2021     01/01/2006 1           51,046
--------------------------------------------------------------------------------------------------------------------------
      5,000   IL Hsg. Devel. Authority (Multifamily Hsg.),
              Series A                                             6.050      07/01/2015     01/01/2006 1            5,006
--------------------------------------------------------------------------------------------------------------------------
     25,000   IL Hsg. Devel. Authority (Multifamily Hsg.),
              Series A                                             6.125      07/01/2025     01/01/2006 1           25,026
--------------------------------------------------------------------------------------------------------------------------
     20,000   IL Hsg. Devel. Authority (Multifamily Hsg.),
              Series C                                             5.950      07/01/2011     01/01/2006 1           20,027
--------------------------------------------------------------------------------------------------------------------------
     55,000   IL Hsg. Devel. Authority
              (Multifamily Program), Series 3                      6.200      09/01/2023     03/01/2006 1           55,053
--------------------------------------------------------------------------------------------------------------------------
      5,000   IL Hsg. Devel. Authority
              (Multifamily Program), Series 5                      6.650      09/01/2014     03/01/2006 1            5,056
--------------------------------------------------------------------------------------------------------------------------
  1,000,000   IL Hsg. Devel. Authority
              (Skyline Towers Apartments)                          6.875      11/01/2017     11/01/2005 1        1,029,200
--------------------------------------------------------------------------------------------------------------------------
    565,000   IL Metropolitan Pier & Exposition Authority          6.500      06/15/2027     12/15/2005 1          570,334
--------------------------------------------------------------------------------------------------------------------------
     10,000   IL Metropolitan Pier & Exposition Authority          6.500      06/15/2027     12/15/2005 1           10,021
--------------------------------------------------------------------------------------------------------------------------
  2,775,000   IL Sales Tax                                         5.250      06/15/2018     12/15/2005 1        2,800,114
--------------------------------------------------------------------------------------------------------------------------
     20,000   IL Student Assistance Commission
              (Student Loan)                                       6.875      03/01/2015     03/01/2006 1           20,036
--------------------------------------------------------------------------------------------------------------------------
    810,000   Joliet, IL GO                                        6.250      01/01/2011     01/01/2006 1          833,360
--------------------------------------------------------------------------------------------------------------------------
     45,000   Lake County, IL HFC, Series A                        6.800      05/01/2023     11/01/2005 1           45,068
--------------------------------------------------------------------------------------------------------------------------
  6,235,000   Lakemoor, IL Special Tax                             7.800      03/01/2027     03/01/2007 1        6,765,786
--------------------------------------------------------------------------------------------------------------------------
  4,510,000   Lombard, IL Public Facilities Corp.
              (Conference Center & Hotel)                          5.500      01/01/2020     01/01/2016 1        4,894,207
--------------------------------------------------------------------------------------------------------------------------
  4,260,000   Lombard, IL Public Facilities Corp.
              (Conference Center & Hotel)                          5.500      01/01/2025     01/01/2016 1        4,550,532
--------------------------------------------------------------------------------------------------------------------------
  2,500,000   Lombard, IL Public Facilities Corp.
              (Conference Center & Hotel)                          5.500      01/01/2030     01/01/2016 1        2,664,200
--------------------------------------------------------------------------------------------------------------------------
 15,335,000   Lombard, IL Public Facilities Corp.
              (Conference Center & Hotel)                          5.500      01/01/2036     01/01/2016 1       16,290,831
--------------------------------------------------------------------------------------------------------------------------
  1,000,000   Onterie Center, IL HFC                               7.050      07/01/2027     07/01/2006 1        1,007,470
--------------------------------------------------------------------------------------------------------------------------
     40,000   Southwestern IL Devel. Authority
              (Illinois-American Water Company)                    5.100      06/01/2029     06/01/2008 1           40,563


                  37 | OPPENHEIMER LIMITED TERM MUNICIPAL FUND

STATEMENT OF INVESTMENTS  Continued
--------------------------------------------------------------------------------

                                                                                              EFFECTIVE
  PRINCIPAL                                                                                   MATURITY*              VALUE
     AMOUNT                                                       COUPON        MATURITY    (UNAUDITED)         SEE NOTE 1
--------------------------------------------------------------------------------------------------------------------------
ILLINOIS Continued
$   115,000   Southwestern IL Devel. Authority (Kienstra)          6.050%     09/01/2016     03/01/2006 1   $      117,395
--------------------------------------------------------------------------------------------------------------------------
     20,000   Southwestern IL Devel. Authority
              (Meridian Village Assoc.)                            5.250      08/20/2023     08/20/2010 1           20,606
--------------------------------------------------------------------------------------------------------------------------
     15,000   West Chicago, IL Industrial Devel.
              (Leggett & Platt)                                    6.900      09/01/2024     03/01/2006 1           15,192
                                                                                                            --------------
                                                                                                                90,979,758
--------------------------------------------------------------------------------------------------------------------------
INDIANA--1.0%
  1,970,000   East Chicago, IN Pollution Control
              (Ispat Inland Steel Company)                         6.800      06/01/2013     06/01/2013          1,967,084
--------------------------------------------------------------------------------------------------------------------------
     50,000   Henry County, IN Juvenile Center
              Building Corp.                                       6.350      01/05/2007     01/01/2006 1           50,121
--------------------------------------------------------------------------------------------------------------------------
  1,665,000   Huntington, IN Economic Devel. Corp.
              (Quanex Corp.)                                       6.500      08/01/2010     02/01/2007 1        1,681,434
--------------------------------------------------------------------------------------------------------------------------
     45,000   IN Bond Bank (Special Program), Series B             5.750      02/01/2020     08/01/2006 1           45,497
--------------------------------------------------------------------------------------------------------------------------
    100,000   IN Devel. Finance Authority
              (Indiana-American Water Company)                     5.900      09/01/2022     03/01/2006 1          100,200
--------------------------------------------------------------------------------------------------------------------------
  1,000,000   IN Devel. Finance Authority (Inland Steel)           7.250      11/01/2011     08/01/2006 1        1,043,270
--------------------------------------------------------------------------------------------------------------------------
  5,000,000   IN Devel. Finance Authority
              (Ispat Inland Steel Company)                         6.850      12/01/2012     12/01/2005 1        5,112,150
--------------------------------------------------------------------------------------------------------------------------
     70,000   IN Devel. Finance Authority
              (Northwest Indiana Water Company)                    5.900      06/01/2026     06/01/2006 1           70,140
--------------------------------------------------------------------------------------------------------------------------
    200,000   IN Devel. Finance Authority (USX Corp.)              6.150      07/15/2022     01/15/2007 1          209,840
--------------------------------------------------------------------------------------------------------------------------
     50,000   IN Devel. Finance Authority (USX Corp.)              6.250      07/15/2030     01/15/2007 1           52,356
--------------------------------------------------------------------------------------------------------------------------
     15,000   IN HFA                                               6.100      07/01/2022     01/01/2007 1           15,423
--------------------------------------------------------------------------------------------------------------------------
  1,220,000   IN HFA                                               6.125      07/01/2014     07/01/2007 1        1,234,689
--------------------------------------------------------------------------------------------------------------------------
     10,000   IN HFA (Single Family), Series B                     6.150      07/01/2017     07/01/2007 1           10,064
--------------------------------------------------------------------------------------------------------------------------
     40,000   IN Toll Road Finance Authority                       6.000      07/01/2013     01/01/2006 1           40,860
--------------------------------------------------------------------------------------------------------------------------
  1,340,000   IN Toll Road Finance Authority                       6.000      07/01/2015     01/01/2006 1        1,366,438
--------------------------------------------------------------------------------------------------------------------------
    795,000   Indianapolis, IN Economic Devel.
              (Roman Catholic Archdiocese of Indiana)              5.500      07/01/2026     07/01/2006 1          823,397
--------------------------------------------------------------------------------------------------------------------------
    530,000   Lake County, IN Redevel. Authority                   6.450      02/01/2011     02/01/2006 1          542,137
--------------------------------------------------------------------------------------------------------------------------
    925,000   Madison County, IN Hospital Authority
              (Community Hospital of Anderson) 5                   8.000      01/01/2014     01/01/2006 1          935,721
--------------------------------------------------------------------------------------------------------------------------
     25,000   Perry County, IN Redevel. Authority                  6.000      02/01/2012     02/01/2006 1           25,541
                                                                                                            --------------
                                                                                                                15,326,362
---------------------------------------------------------------------------------------------------------------------------
IOWA--2.1%
     30,000   Council Bluffs, IA Pollution Control
              (Midwest Power Systems)                              5.950      05/01/2023     11/01/2005 1           30,230
--------------------------------------------------------------------------------------------------------------------------
  1,155,000   IA Finance Authority
              (Boys & Girls Home & Family Services)                6.250      12/01/2028     12/01/2008 1        1,209,655
--------------------------------------------------------------------------------------------------------------------------
    800,000   IA Finance Authority Retirement
              Community (Friendship Haven)                         5.250      11/15/2014     11/15/2009 1          800,624
---------------------------------------------------------------------------------------------------------------------------
     45,000   IA Student Loan Liquidity Corp.                      6.125      12/01/2011     12/01/2005 1           45,110


                  38 | OPPENHEIMER LIMITED TERM MUNICIPAL FUND

                                                                                              EFFECTIVE
  PRINCIPAL                                                                                   MATURITY*              VALUE
     AMOUNT                                                       COUPON        MATURITY    (UNAUDITED)         SEE NOTE 1
--------------------------------------------------------------------------------------------------------------------------
IOWA Continued
$23,830,000   IA Tobacco Settlement Authority (TASC)               5.300%     06/01/2025     06/01/2012 1   $   24,317,562
--------------------------------------------------------------------------------------------------------------------------
  6,280,000   IA Tobacco Settlement Authority (TASC)               5.600      06/01/2035     06/01/2012 1        6,464,067
--------------------------------------------------------------------------------------------------------------------------
     30,000   Salix, IA Pollution Control
              (Northwestern Public Service Company)                5.900      06/01/2023     12/01/2005 1           30,148
                                                                                                            --------------
                                                                                                                32,897,396
--------------------------------------------------------------------------------------------------------------------------
KANSAS--1.2%
     35,000   Kansas City, KS Mtg. Revenue                         7.000      12/01/2011     12/01/2005 1           35,063
--------------------------------------------------------------------------------------------------------------------------
     15,000   La Cygne, KS Pollution Control
              (Kansas Gas & Electric Company)                      5.100      03/01/2023     03/01/2006 1           15,021
--------------------------------------------------------------------------------------------------------------------------
  3,145,000   Sedgwick & Shawnee Counties,
              KS Hsg. (Single Family Mtg.)                         4.000      12/01/2036     12/01/2016 1        3,394,021
--------------------------------------------------------------------------------------------------------------------------
  4,265,000   Sedgwick & Shawnee Counties,
              KS Hsg. (Single Family Mtg.)                         5.550      06/01/2037     06/01/2018 1        4,613,536
--------------------------------------------------------------------------------------------------------------------------
  1,000,000   Sedgwick & Shawnee Counties,
              KS Hsg. (Single Family Mtg.)                         5.650      12/01/2036     12/01/2014 1        1,071,650
--------------------------------------------------------------------------------------------------------------------------
  2,435,000   Sedgwick & Shawnee Counties,
              KS Hsg. (Single Family Mtg.)                         5.900      12/01/2034     12/01/2012 1        2,606,351
--------------------------------------------------------------------------------------------------------------------------
    520,000   Sedgwick & Shawnee Counties,
              KS Hsg. (Single Family Mtg.)                         6.875      12/01/2026     01/01/2006 2          539,505
--------------------------------------------------------------------------------------------------------------------------
  1,560,000   Sedgwick & Shawnee Counties,
              KS Hsg. (Single Family Mtg.)                         7.600      12/01/2031     12/01/2006 2        1,638,047
--------------------------------------------------------------------------------------------------------------------------
  5,000,000   Wyandotte County/Kansas City,
              KS Unified Government Special Obligation             4.750      12/01/2016     12/01/2015 1        5,106,950
                                                                                                            --------------
                                                                                                                19,020,144
--------------------------------------------------------------------------------------------------------------------------
KENTUCKY--0.3%
    315,000   Boone County, KY Pollution Control
              (Cincinnati Gas & Electric)                          5.500      01/01/2024     01/01/2006 1          316,351
--------------------------------------------------------------------------------------------------------------------------
  2,845,000   Boone County, KY Pollution Control
              (Dayton Power & Light Company)                       6.500      11/15/2022     11/15/2005 1        2,887,846
--------------------------------------------------------------------------------------------------------------------------
     25,000   Jefferson County, KY Pollution Control
              (E.I. DuPont de Nemours & Company)                   6.300      07/01/2012     01/01/2006 1           25,562
--------------------------------------------------------------------------------------------------------------------------
    100,000   Kenton County, KY Airport Board
              (Cincinnati/Northern KY International)               5.750      03/01/2010     03/01/2006 1          102,983
--------------------------------------------------------------------------------------------------------------------------
    120,000   Kenton County, KY Airport Special
              Facilities (Delta Airlines) 10                       7.500      02/01/2012     02/01/2012             76,800
--------------------------------------------------------------------------------------------------------------------------
  2,000,000   Muhlenberg County, KY Hospital
              (Muhlenberg Community Hospital)                      6.750      07/01/2010     07/01/2006 1        2,075,260
                                                                                                            --------------
                                                                                                                 5,484,802
--------------------------------------------------------------------------------------------------------------------------
LOUISIANA--3.6%
     20,000   Calcasieu Parish, LA Industrial Devel. Board
              (E.I. Dupont De Nemours)                             5.750      12/01/2026     12/01/2006 1           20,423
--------------------------------------------------------------------------------------------------------------------------
  1,565,000   Calcasieu Parish, LA Industrial Devel. Board
              (Olin Corp.)                                         6.625      02/01/2016     04/01/2010 1        1,676,397

                  39 | OPPENHEIMER LIMITED TERM MUNICIPAL FUND

STATEMENT OF INVESTMENTS  Continued
--------------------------------------------------------------------------------

                                                                                              EFFECTIVE
  PRINCIPAL                                                                                   MATURITY*              VALUE
     AMOUNT                                                       COUPON        MATURITY    (UNAUDITED)         SEE NOTE 1
--------------------------------------------------------------------------------------------------------------------------
LOUISIANA Continued
$   840,000   Calcasieu Parish, LA Public Trust Authority          5.000%     04/01/2028     03/22/2009 2   $      864,940
--------------------------------------------------------------------------------------------------------------------------
     95,000   East Baton Rouge, LA Mtg. Finance
              Authority                                            5.600      04/01/2022     04/01/2009 1           97,264
--------------------------------------------------------------------------------------------------------------------------
     35,000   East Baton Rouge, LA Mtg. Finance
              Authority (Government National
              Mortgage Assn. & FNMA Mtg.)                          5.700      10/01/2033     04/01/2007 1           35,883
--------------------------------------------------------------------------------------------------------------------------
     15,000   East Baton Rouge, LA Mtg. Finance
              Authority (Single Family Mtg.)                       5.500      10/01/2025     10/01/2005 1           15,007
--------------------------------------------------------------------------------------------------------------------------
     55,000   East Baton Rouge, LA Mtg. Finance
              Authority (Single Family Mtg.)                       6.350      10/01/2028     10/01/2007 1           56,124
--------------------------------------------------------------------------------------------------------------------------
  1,315,000   Jefferson Parish, LA Home Mtg.
              Authority (Single Family)                            5.875      12/01/2021     12/01/2006 3        1,347,244
--------------------------------------------------------------------------------------------------------------------------
     20,000   LA HFA (Multifamily Hsg.-FHA Insured) 7              7.100      11/01/2033     11/01/2007 1           20,420
--------------------------------------------------------------------------------------------------------------------------
     75,000   LA HFA (Multifamily Hsg.-FHA Insured)                7.950      01/01/2032     01/01/2006 1           75,475
--------------------------------------------------------------------------------------------------------------------------
  1,615,000   LA HFA (Single Family Mtg.)                          7.450      12/01/2031     09/01/2010 1        1,654,083
--------------------------------------------------------------------------------------------------------------------------
     10,000   LA HFA (Single Family Mtg.)                          7.800      12/01/2026     06/01/2010 1           10,326
--------------------------------------------------------------------------------------------------------------------------
  2,245,000   LA HFA
              (VOA New Orleans Affordable Hsg. Corp.)              6.550      05/01/2019     06/29/2013 2        2,241,835
--------------------------------------------------------------------------------------------------------------------------
  2,070,000   LA Local Government EF&CD
              (Bellemont Apartments)                               6.000      09/01/2022     09/01/2012 1        2,129,388
--------------------------------------------------------------------------------------------------------------------------
    855,000   LA Local Government EF&CD
              (Oakleigh Apartments)                                6.000      06/01/2016     07/07/2014 2          906,061
--------------------------------------------------------------------------------------------------------------------------
     15,000   LA Public Facilities Authority
              (Tulane University)                                  5.750      02/15/2021     02/15/2006 1           15,018
--------------------------------------------------------------------------------------------------------------------------
  5,705,000   LA Stadium & Exposition District, Series B           5.250      07/01/2020     07/01/2006 1        5,826,688
--------------------------------------------------------------------------------------------------------------------------
     20,000   LA Stadium & Exposition District, Series B           5.250      07/01/2021     07/01/2006 1           20,325
--------------------------------------------------------------------------------------------------------------------------
  8,880,000   LA Tobacco Settlement Financing Corp.
              (TASC) 5                                             5.875      05/15/2039     05/15/2012 1        9,415,375
--------------------------------------------------------------------------------------------------------------------------
 24,165,000   LA Tobacco Settlement Financing Corp.
              (TASC), Series B                                     5.500      05/15/2030     05/10/2011 2       25,204,337
--------------------------------------------------------------------------------------------------------------------------
     15,000   New Orleans, LA Aviation Board
              (Passenger Facility Charge)                          5.500      09/01/2014     03/01/2006 1           15,102
--------------------------------------------------------------------------------------------------------------------------
    150,000   New Orleans, LA Aviation Board
              (Passenger Facility Charge)                          6.000      09/01/2018     03/01/2006 1          150,954
--------------------------------------------------------------------------------------------------------------------------
    250,000   New Orleans, LA Aviation Board
              (Passenger Facility Charge)                          6.000      09/01/2019     03/01/2006 1          251,580
--------------------------------------------------------------------------------------------------------------------------
    970,000   New Orleans, LA Finance Authority
              (Single Family Mtg.), Series B-2                     6.000      12/01/2021     12/01/2009 1          984,162
--------------------------------------------------------------------------------------------------------------------------
    125,000   New Orleans, LA Finance Authority
              (Single Family Mtg.), Series B-2                     6.050      12/01/2026     12/01/2009 1          126,656
--------------------------------------------------------------------------------------------------------------------------
  2,375,000   New Orleans, LA HDC (Southwood Patio)                7.700      02/01/2022     02/01/2006 1        2,425,683
--------------------------------------------------------------------------------------------------------------------------
     40,000   New Orleans, LA HDC
              (Tivoli Place Apartments)                            6.500      06/01/2007     06/12/2006 2           41,682

                  40 | OPPENHEIMER LIMITED TERM MUNICIPAL FUND

                                                                                              EFFECTIVE
  PRINCIPAL                                                                                   MATURITY*              VALUE
     AMOUNT                                                       COUPON        MATURITY    (UNAUDITED)         SEE NOTE 1
--------------------------------------------------------------------------------------------------------------------------
LOUISIANA Continued
$     5,000   New Orleans, LA Home Mtg. Authority                  6.200%     06/01/2015     06/01/2007 1   $        5,077
--------------------------------------------------------------------------------------------------------------------------
    115,000   New Orleans, LA Home Mtg. Authority                  7.000      05/01/2014     11/01/2005 1          115,213
--------------------------------------------------------------------------------------------------------------------------
     25,000   New Orleans, LA Home Mtg. Authority
              (Single Family Mtg.)                                 6.000      12/01/2021     12/01/2008 1           25,319
--------------------------------------------------------------------------------------------------------------------------
     45,000   Orleans Parish, LA Parishwide School District        5.000      09/01/2015     03/01/2006 1           45,157
--------------------------------------------------------------------------------------------------------------------------
    170,000   Orleans Parish, LA Parishwide School District        5.375      09/01/2017     03/01/2006 1          172,706
--------------------------------------------------------------------------------------------------------------------------
    100,000   Orleans Parish, LA School Board, Series B            5.200      02/01/2014     02/01/2006 1          101,504
--------------------------------------------------------------------------------------------------------------------------
    340,000   Shreveport, LA Hsg. Authority
              (U.S. Goodman Plaza)                                 6.100      08/01/2019     08/01/2006 1          341,057
--------------------------------------------------------------------------------------------------------------------------
     15,000   Shreveport, LA Hsg. Authority
              (U.S. Goodman Plaza)                                 6.125      08/01/2010     08/01/2006 1           15,030
--------------------------------------------------------------------------------------------------------------------------
     75,000   St. Bernard Parish, LA Exempt Facility
              (Mobil Oil Corp.)                                    5.900      11/01/2026     11/01/2006 1           78,348
--------------------------------------------------------------------------------------------------------------------------
     30,000   St. Charles Parish, LA
              (Louisiana Power & Light Company)                    5.950      12/01/2023     12/01/2005 1           30,443
                                                                                                            --------------
                                                                                                                56,558,286
--------------------------------------------------------------------------------------------------------------------------
MAINE--0.2%
  2,000,000   ME Finance Authority Solid Waste
              Recycling Facilities (Great Northern Paper)          7.750      10/01/2022     10/01/2006 1        2,036,400
--------------------------------------------------------------------------------------------------------------------------
      5,000   ME H&HEFA (University of New England) 5              5.750      07/01/2023     01/01/2006 1            5,010
--------------------------------------------------------------------------------------------------------------------------
    415,000   ME H&HEFA (University of New England/
              Cedars Nursing Care Center)                          5.700      07/01/2013     07/01/2006 1          415,905
--------------------------------------------------------------------------------------------------------------------------
      5,000   ME H&HEFA, Series A 5                                5.875      07/01/2025     01/15/2006 1            5,111
--------------------------------------------------------------------------------------------------------------------------
     10,000   ME Municipal Bond Bank                               5.850      11/01/2020     06/01/2006 1           10,022
--------------------------------------------------------------------------------------------------------------------------
     50,000   ME Municipal Bond Bank, Series D                     6.300      11/01/2014     11/01/2005 1           51,140
--------------------------------------------------------------------------------------------------------------------------
     85,000   ME State Hsg. Authority Mtg., Series B-2 5           6.050      11/15/2020     11/15/2009 1           88,352
--------------------------------------------------------------------------------------------------------------------------
    100,000   ME State Hsg. Authority Mtg., Series C-1 5           6.050      11/15/2026     11/15/2007 1          102,158
--------------------------------------------------------------------------------------------------------------------------
     25,000   ME State Hsg. Authority Mtg., Series C-2 5           5.950      11/15/2022     05/15/2009 1           25,822
--------------------------------------------------------------------------------------------------------------------------
     10,000   ME State Hsg. Authority Mtg., Series D 5             5.500      11/15/2014     05/15/2009 1           10,319
                                                                                                            --------------
                                                                                                                 2,750,239
--------------------------------------------------------------------------------------------------------------------------
MARYLAND--2.0%
  4,840,000   Anne Arundel County, MD Pollution Control
              (Baltimore Gas & Electric)                           6.000      04/01/2024     04/01/2006 1        4,892,611
--------------------------------------------------------------------------------------------------------------------------
     75,000   Baltimore, MD City Hsg. Corp., Series A              7.250      07/01/2023     01/01/2006 1           75,584
--------------------------------------------------------------------------------------------------------------------------
     50,000   Baltimore, MD Pollution Control
              (General Motors Corp.)                               5.350      04/01/2008     04/01/2008             49,449
--------------------------------------------------------------------------------------------------------------------------
    655,000   Baltimore, MD Port Facilities
              (E.I. DuPont de Nemours & Company)                   6.500      10/01/2011     10/01/2005 1          693,946
--------------------------------------------------------------------------------------------------------------------------
     65,000   Baltimore, MD Port Facilities
              (E.I. DuPont de Nemours & Company)                   6.500      10/01/2011     10/01/2005 1           68,865
--------------------------------------------------------------------------------------------------------------------------
    110,000   Gaithersburg, MD Economic Devel.
              (Asbury Methodist Homes)                             5.500      01/01/2020     01/01/2006 1          110,073


                  41 | OPPENHEIMER LIMITED TERM MUNICIPAL FUND

STATEMENT OF INVESTMENTS  Continued
--------------------------------------------------------------------------------

                                                                                              EFFECTIVE
  PRINCIPAL                                                                                   MATURITY*              VALUE
     AMOUNT                                                       COUPON        MATURITY    (UNAUDITED)         SEE NOTE 1
--------------------------------------------------------------------------------------------------------------------------
MARYLAND Continued
$    25,000   Gaithersburg, MD Economic Devel.
              (Asbury Methodist Homes) 5                           5.750%     01/01/2011     01/01/2006 1   $       25,025
--------------------------------------------------------------------------------------------------------------------------
     30,000   Gaithersburg, MD Hospital Facilities
              (Shady Grove Adventist Hospital) 5                   5.500      09/01/2015     03/01/2006 1           30,656
--------------------------------------------------------------------------------------------------------------------------
     85,000   Gaithersburg, MD Nursing Home
              (Shady Grove Adventist Hospital) 5                   6.000      09/01/2022     03/01/2006 1           86,881
--------------------------------------------------------------------------------------------------------------------------
     10,000   MD Community Devel.
              (Hsg. & Community Devel.)                            5.400      07/01/2022     07/01/2011 1           10,384
--------------------------------------------------------------------------------------------------------------------------
     70,000   MD Community Devel.
              (Hsg. & Community Devel.)                            6.000      07/01/2039     07/01/2007 1           72,547
--------------------------------------------------------------------------------------------------------------------------
  5,585,000   MD EDC Student Hsg.
              (Bowie State University)                             6.000      06/01/2023     06/01/2013 1        5,898,486
--------------------------------------------------------------------------------------------------------------------------
  5,000,000   MD EDC Student Hsg.
              (University MD College Park)                         6.500      06/01/2027     06/01/2013 1        5,532,850
--------------------------------------------------------------------------------------------------------------------------
  6,500,000   MD EDC Student Hsg.
              (University of Maryland)                             5.750      10/01/2033     10/01/2013 1        6,875,375
--------------------------------------------------------------------------------------------------------------------------
    105,000   MD Health & Higher
              Educational Facilities Authority
              (Doctors Community Hospital)                         5.750      07/01/2013     06/01/2006 1          105,133
--------------------------------------------------------------------------------------------------------------------------
     55,000   MD Health & Higher
              Educational Facilities Authority
              (John Hopkins Hospital)                              5.500      07/01/2026     07/01/2006 1           56,969
--------------------------------------------------------------------------------------------------------------------------
     25,000   MD Health & Higher
              Educational Facilities Authority
              (Peninsula Regional Medical Center)                  5.000      07/01/2023     07/01/2006 1           25,008
--------------------------------------------------------------------------------------------------------------------------
  4,630,000   MD Hsg. Community Devel. People's
              Resource Center                                      5.600      04/01/2018     04/01/2007 1        4,780,382
--------------------------------------------------------------------------------------------------------------------------
    225,000   MD Hsg. Community Devel. People's
              Resource Center                                      5.650      07/01/2039     07/01/2007 1          234,689
--------------------------------------------------------------------------------------------------------------------------
     10,000   MD Hsg. Community Devel. People's
              Resource Center                                      5.700      06/01/2024     12/01/2005 1           10,121
--------------------------------------------------------------------------------------------------------------------------
     20,000   MD Hsg. Community Devel. People's
              Resource Center                                      5.875      09/01/2025     03/01/2007 1           20,584
--------------------------------------------------------------------------------------------------------------------------
     15,000   MD Hsg. Community Devel. People's
              Resource Center                                      5.950      07/01/2023     01/01/2009 1           15,429
--------------------------------------------------------------------------------------------------------------------------
     30,000   MD Industrial Devel. Financing Authority
              (Bon Secours Health Systems)                         5.500      08/15/2020     08/15/2006 1           30,652
--------------------------------------------------------------------------------------------------------------------------
     15,000   MD Stadium Authority Sports Facility                 5.750      03/01/2022     03/01/2006 1           15,318
--------------------------------------------------------------------------------------------------------------------------
     50,000   MD Stadium Authority Sports Facility                 5.800      03/01/2026     03/01/2006 1           51,032
--------------------------------------------------------------------------------------------------------------------------
     30,000   Montgomery County, MD Hsg.
              Opportunities Commission (Avalon Knoll)              6.150      07/01/2026     07/01/2008 1           30,859
--------------------------------------------------------------------------------------------------------------------------
     10,000   Montgomery County, MD Hsg.
              Opportunities Commission
              (Multifamily Mtg.)                                   6.000      07/01/2014     01/01/2006 1           10,112


                  42 | OPPENHEIMER LIMITED TERM MUNICIPAL FUND

                                                                                              EFFECTIVE
  PRINCIPAL                                                                                   MATURITY*              VALUE
     AMOUNT                                                       COUPON        MATURITY    (UNAUDITED)         SEE NOTE 1
--------------------------------------------------------------------------------------------------------------------------
MARYLAND Continued
$    50,000   Montgomery County, MD Hsg.
              Opportunities Commission
              (Multifamily Mtg.)                                   6.000%     07/01/2037     07/01/2006 1   $       51,850
--------------------------------------------------------------------------------------------------------------------------
     75,000   Montgomery County, MD Hsg.
              Opportunities Commission
              (Multifamily Mtg.)                                   6.050      07/01/2026     01/01/2006 1           76,579
--------------------------------------------------------------------------------------------------------------------------
     20,000   Montgomery County, MD Hsg.
              Opportunities Commission
              (Multifamily Mtg.), Series A                         6.000      07/01/2020     07/01/2007 1           20,421
--------------------------------------------------------------------------------------------------------------------------
     30,000   Montgomery County, MD Hsg.
              Opportunities Commission
              (Multifamily Mtg.), Series B                         6.400      07/01/2028     07/01/2008 1           31,198
--------------------------------------------------------------------------------------------------------------------------
     15,000   Montgomery County, MD Hsg.
              Opportunities Commission
              (Multifamily Mtg.), Series C                         7.150      07/01/2023     01/01/2006 1           15,019
--------------------------------------------------------------------------------------------------------------------------
    415,000   Montgomery County, MD Pollution
              Control (Potomac Electric Power Company)             5.375      02/15/2024     02/15/2006 1          416,718
--------------------------------------------------------------------------------------------------------------------------
     70,000   Prince Georges County, MD Hsg. Authority
              (Single Family)                                      6.150      08/01/2019     08/01/2010 1           73,027
--------------------------------------------------------------------------------------------------------------------------
     55,000   Prince Georges County, MD Local
              Government                                           6.050      08/01/2012     02/01/2006 1           55,144
--------------------------------------------------------------------------------------------------------------------------
    690,000   Prince Georges County, MD Pollution
              Control (Potomac Electric Power Company)             6.375      01/15/2023     01/15/2006 1          702,834
--------------------------------------------------------------------------------------------------------------------------
     55,000   Takoma Park, MD Hospital Facilities
              (Washington Adventist Hospital)                      5.500      09/01/2015     03/01/2006 1           56,199
--------------------------------------------------------------------------------------------------------------------------
    165,000   Takoma Park, MD Hospital Facilities
              (Washington Adventist Hospital)                      6.000      09/01/2021     03/01/2006 1          168,651
                                                                                                            --------------
                                                                                                                31,476,660
--------------------------------------------------------------------------------------------------------------------------
MASSACHUSETTS--3.3%
     25,000   Concord, MA GO                                       4.900      07/15/2009     01/15/2006 1           25,043
--------------------------------------------------------------------------------------------------------------------------
     15,000   MA Convention Center Authority
              (Boston Common Parking Garage)                       5.375      09/01/2013     03/01/2006 1           15,031
--------------------------------------------------------------------------------------------------------------------------
     35,000   MA Devel. Finance Agency (Curry College)             6.000      03/01/2031     03/01/2009 1           37,573
--------------------------------------------------------------------------------------------------------------------------
  4,160,000   MA Devel. Finance Agency (VOA Ayer)                  6.200      02/20/2046     02/20/2015 1        4,635,779
--------------------------------------------------------------------------------------------------------------------------
    120,000   MA Educational Financing Authority                   5.550      07/01/2009     07/01/2008 1          120,724
--------------------------------------------------------------------------------------------------------------------------
  2,300,000   MA Educational Financing Authority                   5.920      12/01/2014     12/01/2010 1        2,386,480
--------------------------------------------------------------------------------------------------------------------------
  1,725,000   MA Educational Financing Authority                   6.000      12/01/2016     12/01/2009 1        1,791,930
--------------------------------------------------------------------------------------------------------------------------
    100,000   MA H&EFA (Cooley Dickenson Hospital)                 5.250      11/15/2010     11/15/2005 1          101,267
--------------------------------------------------------------------------------------------------------------------------
  1,235,000   MA H&EFA (New England Medical Center)                5.375      07/01/2024     07/01/2006 1        1,249,153
--------------------------------------------------------------------------------------------------------------------------
    180,000   MA H&EFA
              (Schepens Eye Research Institute)                    6.500      07/01/2028     07/01/2009 1          199,474
--------------------------------------------------------------------------------------------------------------------------
     50,000   MA H&EFA (South Shore Hospital)                      5.500      07/01/2020     07/01/2006 1           50,252
--------------------------------------------------------------------------------------------------------------------------
  1,255,000   MA H&EFA (Valley Regional Health System)             5.750      07/01/2018     01/01/2006 1        1,269,935
--------------------------------------------------------------------------------------------------------------------------
    315,000   MA HFA                                               5.550      07/01/2027     07/01/2007 1          324,831

                  43 | OPPENHEIMER LIMITED TERM MUNICIPAL FUND

STATEMENT OF INVESTMENTS  Continued
--------------------------------------------------------------------------------

                                                                                              EFFECTIVE
  PRINCIPAL                                                                                   MATURITY*              VALUE
     AMOUNT                                                       COUPON        MATURITY    (UNAUDITED)         SEE NOTE 1
--------------------------------------------------------------------------------------------------------------------------
MASSACHUSETTS Continued
$   130,000   MA HFA (Multifamily)                                 6.200%     12/01/2010     06/01/2006 1   $      135,114
--------------------------------------------------------------------------------------------------------------------------
  2,490,000   MA HFA (Rental Mtg.)                                 5.250      01/01/2046     07/01/2012 1        2,560,293
--------------------------------------------------------------------------------------------------------------------------
  2,005,000   MA HFA (Rental Mtg.)                                 5.600      01/01/2045     07/01/2012 1        2,122,132
--------------------------------------------------------------------------------------------------------------------------
      5,000   MA HFA, Series 22                                    6.100      06/01/2016     12/01/2005 1            5,004
--------------------------------------------------------------------------------------------------------------------------
     45,000   MA HFA, Series 26                                    5.600      06/01/2025     12/01/2005 1           45,050
--------------------------------------------------------------------------------------------------------------------------
  2,000,000   MA HFA, Series A                                     6.000      07/01/2041     01/01/2011 1        2,128,800
--------------------------------------------------------------------------------------------------------------------------
      5,000   MA HFA, Series A                                     6.100      12/01/2016     12/01/2005 1            5,127
--------------------------------------------------------------------------------------------------------------------------
  1,465,000   MA HFA, Series A                                     6.150      07/01/2018     01/01/2006 1        1,498,446
--------------------------------------------------------------------------------------------------------------------------
     25,000   MA HFA, Series B                                     6.400      07/01/2038     07/01/2007 1           26,036
--------------------------------------------------------------------------------------------------------------------------
     50,000   MA HFA, Series E                                     6.050      07/01/2020     07/01/2009 1           52,138
--------------------------------------------------------------------------------------------------------------------------
  2,315,000   MA HFA, Series H                                     6.650      07/01/2041     07/01/2010 1        2,502,214
--------------------------------------------------------------------------------------------------------------------------
    705,000   MA Industrial Finance Agency
              (Arbors at Taunton)                                  5.300      06/20/2019     06/20/2011 1          737,028
--------------------------------------------------------------------------------------------------------------------------
    245,000   MA Industrial Finance Agency
              (Avon Associates)                                    5.375      04/01/2020     10/01/2005 1          245,407
--------------------------------------------------------------------------------------------------------------------------
     25,000   MA Industrial Finance Agency
              (College of the Holy Cross)                          5.500      03/01/2020     03/01/2006 1           25,734
--------------------------------------------------------------------------------------------------------------------------
  1,000,000   MA Industrial Finance Agency
              (Heights Crossing)                                   6.150      02/01/2035     02/01/2006 1        1,027,090
--------------------------------------------------------------------------------------------------------------------------
  2,435,000   MA Industrial Finance Agency
              (Massachusetts American Water Company)               6.250      12/01/2010     12/01/2005 1        2,540,265
--------------------------------------------------------------------------------------------------------------------------
    930,000   MA Industrial Finance Agency
              (Massachusetts American Water Company)               6.750      12/01/2025     12/01/2005 1          967,526
--------------------------------------------------------------------------------------------------------------------------
  2,530,000   MA Industrial Finance Agency
              (Massachusetts American Water Company)               6.900      12/01/2029     12/01/2005 1        2,636,614
--------------------------------------------------------------------------------------------------------------------------
  1,600,000   MA Industrial Finance Agency
              (TNG Draper Place)                                   6.450      08/20/2039     08/20/2008 1        1,758,720
--------------------------------------------------------------------------------------------------------------------------
     35,000   MA Port Authority (Bosfuel Corp.)                    5.625      07/01/2027     07/01/2007 1           36,763
--------------------------------------------------------------------------------------------------------------------------
  2,000,000   MA Port Authority (Delta Airlines)                   5.500      01/01/2017     01/01/2011 1        2,109,480
--------------------------------------------------------------------------------------------------------------------------
  1,000,000   MA Port Authority (Delta Airlines)                   5.500      01/01/2019     01/01/2012 1        1,050,840
--------------------------------------------------------------------------------------------------------------------------
    225,000   MA Port Authority (US Airways)                       5.750      09/01/2016     09/01/2006 1          233,836
--------------------------------------------------------------------------------------------------------------------------
 10,000,000   MA Port Authority Facilities ROLs 7                  8.113 8    01/01/2022     01/01/2011 1       10,972,500
--------------------------------------------------------------------------------------------------------------------------
    290,000   MA Port Authority Special Facilities
              (Bosfuel Corp.)                                      5.750      07/01/2039     07/01/2007 1          305,979
--------------------------------------------------------------------------------------------------------------------------
    120,000   MA Port Authority Special Facilities
              (US Airways)                                         5.875      09/01/2023     09/01/2006 1          124,548
--------------------------------------------------------------------------------------------------------------------------
     15,000   MA Port Authority, Series B                          5.375      07/01/2027     07/01/2007 1           15,299
--------------------------------------------------------------------------------------------------------------------------
  3,915,000   University of Lowell, MA Building Authority          5.625      11/01/2014     11/01/2005 1        4,002,696
                                                                                                            --------------
                                                                                                                52,078,151
---------------------------------------------------------------------------------------------------------------------------
MICHIGAN--1.1%
     40,000   Detroit, MI Hsg. Finance Corp.
              (Across The Park Section 8 Elderly Hsg.)             7.875      06/01/2010     12/01/2005 1           40,220


                  44 | OPPENHEIMER LIMITED TERM MUNICIPAL FUND

                                                                                              EFFECTIVE
  PRINCIPAL                                                                                   MATURITY*              VALUE
     AMOUNT                                                       COUPON        MATURITY    (UNAUDITED)         SEE NOTE 1
--------------------------------------------------------------------------------------------------------------------------
MICHIGAN Continued
$    50,000   Devon Trace, MI Hsg. Corp.                           7.375%     08/01/2023     12/01/2005 1   $       50,538
--------------------------------------------------------------------------------------------------------------------------
     30,000   Farmington Hills, MI Economic Devel. Corp.
              (Botsford General Hospital)                          5.700      02/15/2015     02/15/2006 1           30,658
--------------------------------------------------------------------------------------------------------------------------
     90,000   Farmington Hills, MI Economic Devel. Corp.
              (Botsford General Hospital)                          5.750      02/15/2025     02/15/2006 1           91,967
--------------------------------------------------------------------------------------------------------------------------
     20,000   Gratiot County, MI Economic Devel. Corp.
              (Michigan Masonic Home)                              5.000      11/15/2020     11/15/2005 1           20,034
--------------------------------------------------------------------------------------------------------------------------
     35,000   Melvindale, MI Water Supply & Sewer                  5.700      06/01/2016     06/01/2006 1           35,611
--------------------------------------------------------------------------------------------------------------------------
     20,000   MI Higher Education Student Loan
              Authority                                            5.400      06/01/2018     06/01/2008 1           20,663
--------------------------------------------------------------------------------------------------------------------------
    250,000   MI Hospital Finance Authority
              (Detroit Medical Center Obligated Group)             5.250      08/15/2028     08/15/2009 1          255,918
--------------------------------------------------------------------------------------------------------------------------
  1,585,000   MI Hospital Finance Authority
              (Detroit Sinai Hospital)                             6.000      01/01/2008     07/29/2006 3        1,580,213
--------------------------------------------------------------------------------------------------------------------------
    190,000   MI Hospital Finance Authority
              (Henry Ford Health System)                           5.250      11/15/2025     05/15/2006 1          195,679
--------------------------------------------------------------------------------------------------------------------------
     20,000   MI Hospital Finance Authority
              (St. John Hospital)                                  5.750      05/15/2016     11/15/2005 1           21,094
--------------------------------------------------------------------------------------------------------------------------
     45,000   MI Hsg. Devel. Authority
              (BGC-II Nonprofit Hsg. Corp.)                        5.500      01/15/2018     07/15/2006 1           45,336
--------------------------------------------------------------------------------------------------------------------------
  2,000,000   MI Hsg. Devel. Authority (Rental Hsg.)               6.100      10/01/2033     04/01/2007 1        2,108,960
--------------------------------------------------------------------------------------------------------------------------
    775,000   MI Hsg. Devel. Authority, Series A                   5.300      10/01/2037     04/01/2009 1          788,408
--------------------------------------------------------------------------------------------------------------------------
     10,000   MI Hsg. Devel. Authority, Series B                   6.150      10/01/2015     12/01/2005 1           10,213
--------------------------------------------------------------------------------------------------------------------------
  2,930,000   MI Job Devel. Authority Pollution Control
              (General Motors Corp.)                               5.550      04/01/2009     04/01/2009          2,908,523
--------------------------------------------------------------------------------------------------------------------------
     95,000   MI Municipal Bond Authority                          6.000      12/01/2013     12/01/2005 1           97,140
--------------------------------------------------------------------------------------------------------------------------
     10,000   MI Municipal Bond Authority                          6.100      05/01/2011     11/01/2005 1           10,026
--------------------------------------------------------------------------------------------------------------------------
     85,000   MI Municipal Bond Authority                          6.125      12/01/2018     12/01/2005 1           86,903
--------------------------------------------------------------------------------------------------------------------------
      5,000   MI Municipal Bond Authority                          7.200      11/01/2020     11/01/2005 1            5,158
--------------------------------------------------------------------------------------------------------------------------
    520,000   MI Strategic Fund Limited Obligation
              (Ford Motor Company), Series A                       6.550      10/01/2022     10/01/2022            512,257
--------------------------------------------------------------------------------------------------------------------------
    125,000   MI Strategic Fund Limited Obligation
              (Ford Motor Company), Series A                       7.100      02/01/2006     02/01/2006            125,193
--------------------------------------------------------------------------------------------------------------------------
  6,685,000   MI Strategic Fund Pollution Control
              (General Motors Corp.)                               6.200      09/01/2020     09/01/2007 1        6,723,105
--------------------------------------------------------------------------------------------------------------------------
  1,000,000   MI Strategic Fund Solid Waste
              (S.D. Warren & Company)                              7.375      01/15/2022     01/15/2006 1        1,036,860
--------------------------------------------------------------------------------------------------------------------------
    750,000   Mount Clemens, MI Hsg. Corp.
              (FHA Section 8), Series A                            6.600      06/01/2022     12/01/2005 1          762,833
--------------------------------------------------------------------------------------------------------------------------
     95,000   Royal Oak, MI Hospital Finance Authority
              (William Beaumont Hospital)                          5.500      01/01/2018     01/01/2006 1           97,308
--------------------------------------------------------------------------------------------------------------------------
     70,000   Tri-City Village, MI Hsg. Corp.
              (Tri-City Apartments)                                7.750      08/15/2023     02/15/2006 1           71,035


                  45 | OPPENHEIMER LIMITED TERM MUNICIPAL FUND

STATEMENT OF INVESTMENTS  Continued
--------------------------------------------------------------------------------

                                                                                              EFFECTIVE
  PRINCIPAL                                                                                   MATURITY*              VALUE
     AMOUNT                                                       COUPON        MATURITY    (UNAUDITED)         SEE NOTE 1
--------------------------------------------------------------------------------------------------------------------------
MICHIGAN Continued
$    50,000   Wayne, MI State University                           5.650%     11/15/2015     11/15/2005 1   $       50,105
                                                                                                            --------------
                                                                                                                17,781,958
--------------------------------------------------------------------------------------------------------------------------
MINNESOTA--0.2%
     70,000   Brainerd, MN Health Care Facilities
              (Benedictine Health System)                          6.000      02/15/2020     02/15/2006 1           70,153
--------------------------------------------------------------------------------------------------------------------------
    990,000   Mahtomedi, MN Multifamily (Briarcliff) 5             7.350      06/01/2036     06/01/2008 1        1,017,126
--------------------------------------------------------------------------------------------------------------------------
    720,000   MN (Duluth Airport)                                  6.250      08/01/2014     02/01/2006 1          721,930
--------------------------------------------------------------------------------------------------------------------------
  1,000,000   MN Agricultural & Economic Devel. Board              7.250      08/01/2020     08/01/2008 1        1,074,670
--------------------------------------------------------------------------------------------------------------------------
     45,000   MN HFA (Single Family Mtg.)                          5.600      07/01/2022     08/01/2007 2           46,167
--------------------------------------------------------------------------------------------------------------------------
     15,000   MN HFA (Single Family Mtg.), Series D-2              5.950      01/01/2017     01/01/2006 1           15,018
--------------------------------------------------------------------------------------------------------------------------
     55,000   Plymouth, MN Health Facilities
              (Healthspan Health System/
              North Memorial Medical Center)                       6.250      06/01/2016     12/01/2005 1           57,309
                                                                                                            --------------
                                                                                                                 3,002,373
--------------------------------------------------------------------------------------------------------------------------
MISSISSIPPI--0.9%
  1,000,000   Alcorn County, MS Hospital
              (Magnolia Regional Health Center)                    5.750      10/01/2013     10/01/2005 1        1,021,140
--------------------------------------------------------------------------------------------------------------------------
     50,000   Biloxi, MS GO                                        5.900      10/01/2019     10/01/2009 1           51,564
--------------------------------------------------------------------------------------------------------------------------
     40,000   Gulfport, MS Hospital Facility
              (Gulfport Memorial Hospital)                         6.125      07/01/2015     01/01/2006 1           40,462
--------------------------------------------------------------------------------------------------------------------------
     45,000   Jones County, MS Solid Waste Disposal
              (International Paper Company)                        5.800      10/01/2021     10/01/2009 1           46,497
--------------------------------------------------------------------------------------------------------------------------
    375,000   MS Business Finance Corp.
              (E.I. DuPont de Nemours& Company)                    7.150      05/01/2016     11/01/2005 1          378,413
--------------------------------------------------------------------------------------------------------------------------
  8,260,000   MS Business Finance Corp.
              (System Energy Resources)                            5.875      04/01/2022     10/01/2005 1        8,421,896
--------------------------------------------------------------------------------------------------------------------------
  2,750,000   MS Higher Education Assistance Corp.,
              Series C                                             6.750      09/01/2014     03/01/2006 1        2,771,533
--------------------------------------------------------------------------------------------------------------------------
     25,000   MS Home Corp. (Government National
              Mortgage Assn. Collateral Mtg.), Series B            6.500      12/01/2024     12/01/2005 1           25,015
--------------------------------------------------------------------------------------------------------------------------
    725,000   MS Home Corp. (Single Family Mtg.)                   5.300      12/01/2023     04/01/2013 1          745,177
--------------------------------------------------------------------------------------------------------------------------
    365,000   MS Home Corp. (Single Family Mtg.)                   6.250      12/01/2016     12/01/2007 1          369,679
--------------------------------------------------------------------------------------------------------------------------
    815,000   MS Home Corp. (Single Family Mtg.), Series I         7.375      06/01/2028     12/01/2011 1          827,706
--------------------------------------------------------------------------------------------------------------------------
     30,000   MS Home Corp., Series A                              6.300      06/01/2031     06/01/2014 1           31,462
--------------------------------------------------------------------------------------------------------------------------
    220,000   MS Home Corp., Series B                              6.625      04/01/2027     10/01/2005 1          224,620
--------------------------------------------------------------------------------------------------------------------------
     20,000   Tupelo, MS GO                                        5.900      08/01/2013     02/01/2006 1           20,174
                                                                                                            --------------
                                                                                                                14,975,338
--------------------------------------------------------------------------------------------------------------------------
MISSOURI--1.4%
  1,395,000   Branson, MO IDA (Branson Hills)                      6.250      05/01/2013     05/05/2011 3        1,403,007
--------------------------------------------------------------------------------------------------------------------------
     65,000   Cameron, MO IDA Health Facilities
              (Cameron Community Hospital)                         6.375      12/01/2029     12/01/2010 1           69,740
--------------------------------------------------------------------------------------------------------------------------
  4,095,000   Hanley/Eager Road, MO Transportation
              Devel. District                                      6.750      12/01/2028     12/01/2010 4        4,095,123


                  46 | OPPENHEIMER LIMITED TERM MUNICIPAL FUND

                                                                                              EFFECTIVE
  PRINCIPAL                                                                                   MATURITY*              VALUE
     AMOUNT                                                       COUPON        MATURITY    (UNAUDITED)         SEE NOTE 1
--------------------------------------------------------------------------------------------------------------------------
MISSOURI Continued
$ 3,970,000   Kansas City, MO Special Facilities
              (MCI Overhaul Base)                                  5.500%     09/01/2020     09/01/2015 1   $    4,302,885
--------------------------------------------------------------------------------------------------------------------------
  1,170,000   Kansas City, MO Special Facilities
              (MCI Overhaul Base)                                  5.625      09/01/2017     09/01/2015 1        1,288,509
--------------------------------------------------------------------------------------------------------------------------
     20,000   Lees Summit, MO Tax
              (Summitwoods Crossing)                               6.250      05/01/2017     05/01/2008 1           20,528
--------------------------------------------------------------------------------------------------------------------------
  1,200,000   Maplewood, MO Tax
              (Maplewood South Redevel.) 5                         5.200      11/01/2022     09/01/2012 2        1,193,892
--------------------------------------------------------------------------------------------------------------------------
    500,000   MO COP (Psychiatric Rehabilitation Center)           5.800      01/15/2016     01/15/2006 1          504,305
--------------------------------------------------------------------------------------------------------------------------
     40,000   MO Devel. Finance Board (Ilus W. Davis Park)         5.500      12/01/2015     12/01/2005 1           40,559
--------------------------------------------------------------------------------------------------------------------------
     15,000   MO Economic Devel. Export &
              Infrastructure (Peculiar, MO) 7                      6.000      03/01/2007     03/01/2006 1           15,026
--------------------------------------------------------------------------------------------------------------------------
     50,000   MO Environmental Improvement
              & Energy Resources Authority
              (Missouri-American Water Company)                    5.500      01/01/2023     01/01/2006 1           50,077
--------------------------------------------------------------------------------------------------------------------------
    120,000   MO Environmental Improvement
              & Energy Resources Authority
              (Missouri-American Water Company)                    5.850      07/01/2026     01/01/2006 1          120,234
--------------------------------------------------------------------------------------------------------------------------
     45,000   MO Environmental Improvement
              & Energy Resources Authority
              (St. Louis County Water Company)                     5.500      02/01/2023     02/01/2006 1           45,069
--------------------------------------------------------------------------------------------------------------------------
     60,000   MO Environmental Improvement
              & Energy Resources Authority
              (St. Louis County Water Company)                     5.500      11/01/2026     11/01/2005 1           60,093
--------------------------------------------------------------------------------------------------------------------------
     35,000   MO Environmental Improvement
              & Energy Resources Authority
              (St. Louis County Water Company)                     5.700      06/01/2025     06/01/2006 1           35,260
--------------------------------------------------------------------------------------------------------------------------
     50,000   MO H&EFA (Freeman Health System)                     5.500      02/15/2024     02/15/2006 1           50,393
--------------------------------------------------------------------------------------------------------------------------
     10,000   MO Hsg. Devel. Commission
              (Single Family Hsg.)                                 6.000      09/01/2015     03/01/2009 1           10,080
--------------------------------------------------------------------------------------------------------------------------
     65,000   MO Hsg. Devel. Commission
              (Single Family Hsg.)                                 6.100      09/01/2024     09/01/2009 1           66,039
--------------------------------------------------------------------------------------------------------------------------
  1,290,000   MO Hsg. Devel. Commission
              (Single Family Hsg.)                                 6.450      09/01/2029     05/01/2006 2        1,322,740
--------------------------------------------------------------------------------------------------------------------------
    265,000   MO Hsg. Devel. Commission
              (Single Family Hsg.)                                 7.250      09/01/2026     03/01/2006 2          269,007
--------------------------------------------------------------------------------------------------------------------------
  2,500,000   Richmond Heights, MO Tax Increment
              & Transportation Sales Tax                           5.200      11/01/2021     05/01/2012 1        2,482,400
--------------------------------------------------------------------------------------------------------------------------
     15,000   Sikeston, MO Electric                                5.000      06/01/2022     06/01/2006 1           15,294
--------------------------------------------------------------------------------------------------------------------------
  2,215,000   Springfield, MO Land Clearance Devel.
              Authority (University Plaza Redevel. Corp.)          6.600      10/01/2011     10/01/2006 1        2,325,994
--------------------------------------------------------------------------------------------------------------------------
    500,000   St. Joseph, MO IDA
              (Shoppes at North Village)                           5.100      11/01/2019     06/06/2018 3          493,800


                  47 | OPPENHEIMER LIMITED TERM MUNICIPAL FUND

STATEMENT OF INVESTMENTS  Continued
--------------------------------------------------------------------------------

                                                                                              EFFECTIVE
  PRINCIPAL                                                                                   MATURITY*              VALUE
     AMOUNT                                                       COUPON        MATURITY    (UNAUDITED)         SEE NOTE 1
--------------------------------------------------------------------------------------------------------------------------
MISSOURI Continued
$    15,000   St. Louis County, MO IDA
              (Covington Manor Apartments)                         6.200%     08/20/2020     08/20/2011 1   $       15,852
--------------------------------------------------------------------------------------------------------------------------
    100,000   St. Louis, MO Airport
              (Lambert Field Fueling Facilities Corp.)             5.250      07/01/2027     07/01/2007 1          102,143
--------------------------------------------------------------------------------------------------------------------------
    130,000   St. Louis, MO IDA
              (Anheuser-Busch Companies)                           5.875      11/01/2026     11/01/2005 1          132,744
--------------------------------------------------------------------------------------------------------------------------
  1,000,000   St. Louis, MO IDA
              (Kiel Center Multipurpose Arena)                     7.750      12/01/2013     12/01/2005 1        1,017,200
--------------------------------------------------------------------------------------------------------------------------
     10,000   University City, MO IDA
              (Canterbury Gardens)                                 5.900      12/20/2020     12/20/2005 1           10,251
                                                                                                            --------------
                                                                                                                21,558,244
--------------------------------------------------------------------------------------------------------------------------
MONTANA--0.1%
     35,000   Crow, MT Finance Authority (Tribal)                  5.650      10/01/2017     10/01/2007 1           36,744
--------------------------------------------------------------------------------------------------------------------------
    120,000   Crow, MT Finance Authority (Tribal)                  5.700      10/01/2027     10/01/2009 1          124,769
--------------------------------------------------------------------------------------------------------------------------
    120,000   Forsyth, MT Pollution Control
              (Northwestern Corp.) 5                               5.900      12/01/2023     12/01/2005 1          120,910
--------------------------------------------------------------------------------------------------------------------------
  1,520,000   Forsyth, MT Pollution Control
              (Northwestern Corp.) 5                               6.125      05/01/2023     11/01/2005 1        1,527,296
--------------------------------------------------------------------------------------------------------------------------
    130,000   MT Board of Hsg. (Single Family Mtg.)                6.150      06/01/2030     06/01/2007 1          131,901
--------------------------------------------------------------------------------------------------------------------------
     60,000   MT Higher Education Student
              Assistance Corp.                                     5.500      12/01/2031     12/01/2008 1           61,805
                                                                                                            --------------
                                                                                                                 2,003,425
--------------------------------------------------------------------------------------------------------------------------
MULTI STATES--0.7%
 10,000,000   Charter Mac Equity Issuer Trust, Series B3-1 5       6.000      04/30/2015     04/30/2015         10,674,800
--------------------------------------------------------------------------------------------------------------------------
NEBRASKA--0.0%
     35,000   Dawson County, NE Sanitation
              & Improvement District                               5.550      02/01/2017     02/01/2006 1           35,007
--------------------------------------------------------------------------------------------------------------------------
     40,000   NE Investment Finance Authority
              (Single Family Hsg.)                                 6.700      09/01/2026     03/01/2006 1           40,492
--------------------------------------------------------------------------------------------------------------------------
      5,000   NE Investment Finance Authority
              (Single Family Hsg.), Series B                       6.400      09/01/2026     03/01/2006 1            5,080
--------------------------------------------------------------------------------------------------------------------------
     15,000   NE Investment Finance Authority
              (Single Family Hsg.), Series C                       6.250      03/01/2021     05/01/2009 1           15,137
--------------------------------------------------------------------------------------------------------------------------
    115,000   NE Student Loan (Nebhelp Inc.)                       6.000      06/01/2028     03/10/2006 1          116,800
                                                                                                            --------------
                                                                                                                   212,516
--------------------------------------------------------------------------------------------------------------------------
NEVADA--2.0%
    930,000   Clark County, NV Industrial Devel.
              (Nevada Power Company)                               5.600      10/01/2030     01/01/2006 1          942,685
--------------------------------------------------------------------------------------------------------------------------
    830,000   Clark County, NV Industrial Devel.
              (Nevada Power Company), Series A                     6.700      06/01/2022     12/01/2005 1          835,204
--------------------------------------------------------------------------------------------------------------------------
  8,555,000   Las Vegas, NV Paiute Tribe, Series A 5               6.125      11/01/2012     05/30/2010 3        9,330,511
--------------------------------------------------------------------------------------------------------------------------
    200,000   Las Vegas, NV Paiute Tribe, Series A                 6.625      11/01/2017     11/01/2012 1          223,956
--------------------------------------------------------------------------------------------------------------------------
    500,000   North Las Vegas, NV Local Improvement                6.400      12/01/2022     12/01/2005 1          517,155


                  48 | OPPENHEIMER LIMITED TERM MUNICIPAL FUND

                                                                                              EFFECTIVE
  PRINCIPAL                                                                                   MATURITY*              VALUE
     AMOUNT                                                       COUPON        MATURITY    (UNAUDITED)         SEE NOTE 1
--------------------------------------------------------------------------------------------------------------------------
NEVADA Continued
$   200,000   NV Hsg. Division (Arville)                           6.500%     10/01/2016     04/01/2006 1   $      207,134
--------------------------------------------------------------------------------------------------------------------------
     40,000   NV Hsg. Division (Campaige Place)                    5.450      10/01/2018     10/01/2008 1           40,816
--------------------------------------------------------------------------------------------------------------------------
     10,000   NV Hsg. Division (Single Family Mtg.),
              Series B                                             5.650      10/01/2021     10/01/2010 1           10,332
--------------------------------------------------------------------------------------------------------------------------
     15,000   NV Hsg. Division (Single Family Mtg.),
              Series D-2                                           6.350      04/01/2028     04/01/2008 1           15,388
--------------------------------------------------------------------------------------------------------------------------
     25,000   Reno, NV Hsg. Authority
              (Ala Moana Apartments)                               6.600      07/01/2026     07/01/2006 1           25,198
--------------------------------------------------------------------------------------------------------------------------
  3,000,000   Reno, NV Redevel. Agency Tax Allocation,
              Series A                                             6.200      06/01/2018     12/01/2005 1        3,003,000
--------------------------------------------------------------------------------------------------------------------------
     60,000   Washoe County, NV
              (Reno/Sparks Convention)                             5.600      07/01/2010     07/01/2006 1           60,733
--------------------------------------------------------------------------------------------------------------------------
    100,000   Washoe County, NV Gas & Water Facilities
              (Sierra Pacific Power Company)                       5.900      06/01/2023     12/01/2005 1          100,222
--------------------------------------------------------------------------------------------------------------------------
     50,000   Washoe County, NV Gas & Water Facilities
              (Sierra Pacific Power Company)                       6.300      12/01/2014     01/23/2006 1           51,018
--------------------------------------------------------------------------------------------------------------------------
  5,085,000   Washoe County, NV Gas Facility
              (Sierra Pacific Power Company) 5                     6.700      11/01/2032     11/01/2005 1        5,157,105
--------------------------------------------------------------------------------------------------------------------------
     30,000   Washoe County, NV Water Facility
              (Sierra Pacific Power Company)                       5.900      06/01/2023     12/01/2005 1           30,067
--------------------------------------------------------------------------------------------------------------------------
 10,050,000   Washoe County, NV Water Facility
              (Sierra Pacific Power Company) 5                     6.650      06/01/2017     12/01/2005 1       10,323,561
--------------------------------------------------------------------------------------------------------------------------
     15,000   Washoe, NV HFC
              (Washoe Mills Apartments)                            6.125      07/01/2022     07/01/2006 1           15,015
                                                                                                            --------------
                                                                                                                30,889,100
--------------------------------------------------------------------------------------------------------------------------
NEW HAMPSHIRE--0.4%
  2,000,000   Manchester, NH Hsg. & Redevel.
              Authority, Series A 5                                6.750      01/01/2014     01/01/2010 1        2,160,560
--------------------------------------------------------------------------------------------------------------------------
    120,000   NH HE&H Facilities Authority
              (Colby-Sawyer College)                               6.800      06/01/2006     06/01/2006            120,360
--------------------------------------------------------------------------------------------------------------------------
    210,000   NH HE&H Facilities Authority
              (Dartmouth College)                                  5.450      06/01/2025     12/01/2005 1          214,544
--------------------------------------------------------------------------------------------------------------------------
  2,900,000   NH HE&H Facilities Authority (United
              Church of Christ Retirement Community)               7.350      01/01/2018     01/01/2006 1        2,972,123
--------------------------------------------------------------------------------------------------------------------------
     10,000   NH HFA                                               6.125      01/01/2018     01/01/2006 1           10,051
--------------------------------------------------------------------------------------------------------------------------
     10,000   NH HFA (Mariners Village)                            6.500      07/01/2026     01/01/2006 1           10,177
--------------------------------------------------------------------------------------------------------------------------
     95,000   NH HFA (Single Family Mtg.)                          6.050      07/01/2025     01/01/2006 1           96,503
--------------------------------------------------------------------------------------------------------------------------
     15,000   NH HFA (Single Family Mtg.), Series B                6.050      07/01/2025     01/01/2006 1           15,221
--------------------------------------------------------------------------------------------------------------------------
     70,000   NH HFA (Single Family Mtg.), Series C                6.900      07/01/2019     07/01/2006 2           70,272
                                                                                                            --------------
                                                                                                                 5,669,811
--------------------------------------------------------------------------------------------------------------------------
NEW JERSEY--7.3%
 10,885,000   Delaware River Port Authority PA/NJ                  5.500      01/01/2026     01/01/2006 1       11,168,337
--------------------------------------------------------------------------------------------------------------------------
 10,000,000   NJ EDA (Cigarette Tax) 5                             5.625      06/15/2018     06/15/2009 1       10,591,400


                  49 | OPPENHEIMER LIMITED TERM MUNICIPAL FUND

STATEMENT OF INVESTMENTS  Continued
--------------------------------------------------------------------------------

                                                                                              EFFECTIVE
  PRINCIPAL                                                                                   MATURITY*              VALUE
     AMOUNT                                                       COUPON        MATURITY    (UNAUDITED)         SEE NOTE 1
--------------------------------------------------------------------------------------------------------------------------
NEW JERSEY Continued
$14,000,000   NJ EDA (Cigarette Tax)                               5.625%     06/15/2019     06/15/2010 1   $   14,963,480
--------------------------------------------------------------------------------------------------------------------------
  3,500,000   NJ EDA (Continental Airlines)                        6.625      09/15/2012     09/15/2012          3,243,275
--------------------------------------------------------------------------------------------------------------------------
  5,000,000   NJ EDA
              (Trigen-Trenton District Energy Company)             6.200      12/01/2010     12/01/2005 1        5,001,750
--------------------------------------------------------------------------------------------------------------------------
    745,000   NJ Health Care Facilities Financing Authority
              (Raritan Bay Medical Center)                         7.250      07/01/2014     01/01/2006 1          785,938
--------------------------------------------------------------------------------------------------------------------------
    750,000   NJ Tobacco Settlement Financing Corp.                6.125      06/01/2024     06/12/2010 2          836,753
--------------------------------------------------------------------------------------------------------------------------
 57,935,000   NJ Tobacco Settlement Financing Corp.
              (TASC)                                               5.750      06/01/2032     06/01/2012 1       60,586,106
--------------------------------------------------------------------------------------------------------------------------
     80,000   NJ Tobacco Settlement Financing Corp.
              (TASC)                                               6.000      06/01/2037     06/01/2012 1           85,724
--------------------------------------------------------------------------------------------------------------------------
  4,335,000   NJ Tobacco Settlement Financing Corp.
              (TASC)                                               6.375      06/01/2032     06/01/2013 1        4,906,483
--------------------------------------------------------------------------------------------------------------------------
    865,000   NJ Tobacco Settlement Financing Corp.
              (TASC)                                               6.750      06/01/2039     06/01/2013 1        1,003,063
--------------------------------------------------------------------------------------------------------------------------
  1,425,000   NJ Tobacco Settlement Financing Corp.
              (TASC)                                               7.000      06/01/2041     06/01/2013 1        1,702,262
--------------------------------------------------------------------------------------------------------------------------
     15,000   Salem County, NJ Industrial
              Pollution Control Financing Authority
              (E.I. Dupont De Nemours)                             6.500      11/15/2021     11/15/2005 1           15,262
                                                                                                            --------------
                                                                                                               114,889,833
--------------------------------------------------------------------------------------------------------------------------
NEW MEXICO--0.8%
  3,500,000   Bernalillo County, NM Multifamily Hsg.
              (Mountain View)                                      7.500      09/20/2033     09/20/2008 1        3,871,035
--------------------------------------------------------------------------------------------------------------------------
  1,010,000   Farmington, NM Pollution Control                     5.800      04/01/2022     04/01/2006 1        1,033,927
--------------------------------------------------------------------------------------------------------------------------
     25,000   Farmington, NM Pollution Control
              (Public Service Company of New Mexico)               5.700      12/01/2016     12/01/2006 1           26,237
--------------------------------------------------------------------------------------------------------------------------
    300,000   Farmington, NM Pollution Control
              (Public Service Company of New Mexico)               5.800      04/01/2022     04/01/2006 1          306,543
--------------------------------------------------------------------------------------------------------------------------
  4,075,000   Farmington, NM Pollution Control
              (Public Service Company of New Mexico) 5             6.300      12/01/2016     12/01/2008 1        4,269,378
--------------------------------------------------------------------------------------------------------------------------
  1,160,000   Farmington, NM Pollution Control
              (Public Service Company of New Mexico)               6.375      04/01/2022     04/01/2007 1        1,238,010
--------------------------------------------------------------------------------------------------------------------------
     25,000   Hobbs, NM Health Facilities (Evangelical
              Lutheran Good Samaritan Society)                     5.500      05/01/2026     05/01/2006 1           25,775
--------------------------------------------------------------------------------------------------------------------------
     10,000   NM Mtg. Finance Authority (Single Family)            5.700      09/01/2014     09/01/2009 1           10,183
--------------------------------------------------------------------------------------------------------------------------
  1,500,000   NM Mtg. Finance Authority (Single Family)            5.850      01/01/2037     12/01/2011 2        1,643,655
--------------------------------------------------------------------------------------------------------------------------
     10,000   NM Mtg. Finance Authority (Single Family),
              Series C                                             6.200      07/01/2026     07/01/2007 1           10,211
--------------------------------------------------------------------------------------------------------------------------
      5,000   NM Mtg. Finance Authority (Single Family),
              Series D                                             5.875      09/01/2021     03/01/2010 1            5,100
--------------------------------------------------------------------------------------------------------------------------
    150,000   NM Regional Hsg. Authority
              (Washington Place Apartments)                        5.500      08/15/2020     02/15/2013 1          158,067


                  50 | OPPENHEIMER LIMITED TERM MUNICIPAL FUND

                                                                                              EFFECTIVE
  PRINCIPAL                                                                                   MATURITY*              VALUE
     AMOUNT                                                       COUPON        MATURITY    (UNAUDITED)         SEE NOTE 1
--------------------------------------------------------------------------------------------------------------------------
NEW MEXICO Continued
$    40,000   Santa Fe, NM Single Family Mtg.
              (FNMA & Government National Mortgage
              Assn. Mtg. Backed Securities), Series A              6.300%     11/01/2028     11/01/2005 1   $       40,835
                                                                                                            --------------
                                                                                                                12,638,956
--------------------------------------------------------------------------------------------------------------------------
NEW YORK--0.4%
  5,000,000   NY Tobacco Settlement Financing
              Corp. DRIVERS 7                                      7.927 8    06/01/2017     06/01/2011 1        5,920,450
--------------------------------------------------------------------------------------------------------------------------
    680,000   NYC GO                                               5.750      02/01/2020     02/01/2006 1          695,497
                                                                                                            --------------
                                                                                                                 6,615,947
--------------------------------------------------------------------------------------------------------------------------
NORTH CAROLINA--1.3%
    370,000   Asheville, NC COP                                    6.500      02/01/2008     02/01/2006 1          371,032
--------------------------------------------------------------------------------------------------------------------------
     80,000   Burlington, NC Public Housing Assistance
              Corp. (Alamance Plaza) 7                             6.750      07/01/2024     01/01/2006 1           80,338
--------------------------------------------------------------------------------------------------------------------------
    190,000   Charlotte-Mecklenburg, NC Hospital
              Authority (Carolinas Medical Center)                 5.750      01/15/2021     01/15/2006 1          195,086
--------------------------------------------------------------------------------------------------------------------------
    185,000   Charlotte-Mecklenburg, NC Hospital
              Authority (Carolinas Medical Center)                 5.875      01/15/2026     01/15/2006 1          189,969
--------------------------------------------------------------------------------------------------------------------------
     20,000   Columbus, NC IFPCFA
              (International Paper Corp.)                          6.150      04/01/2021     04/01/2007 1           20,761
--------------------------------------------------------------------------------------------------------------------------
     35,000   Fayetteville, NC State University                    8.200      10/01/2009     10/01/2005 1           35,145
--------------------------------------------------------------------------------------------------------------------------
  1,535,000   Haywood County, NC IFPCFA
              (Champion International Corp.)                       5.500      10/01/2018     10/01/2005 1        1,553,466
--------------------------------------------------------------------------------------------------------------------------
    735,000   Haywood County, NC IFPCFA
              (Champion International Corp.)                       5.750      12/01/2025     12/01/2007 1          745,011
--------------------------------------------------------------------------------------------------------------------------
     50,000   Haywood County, NC IFPCFA
              (Champion International Corp.)                       6.250      09/01/2025     03/01/2006 1           51,068
--------------------------------------------------------------------------------------------------------------------------
     60,000   Haywood County, NC IFPCFA
              (Champion International Corp.)                       6.850      05/01/2014     11/01/2005 1           60,490
--------------------------------------------------------------------------------------------------------------------------
  1,955,000   Kinston, NC Hsg. Authority
              (Kinston Towers)                                     6.750      12/01/2018     12/01/2005 1        1,975,391
--------------------------------------------------------------------------------------------------------------------------
  1,255,000   Martin County, NC IFPCFA
              (Weyerhaeuser Company)                               6.000      11/01/2025     11/01/2007 1        1,282,685
--------------------------------------------------------------------------------------------------------------------------
    640,000   NC Eastern Municipal Power Agency,
              Series B                                             5.500      01/01/2017     01/01/2006 1          641,216
--------------------------------------------------------------------------------------------------------------------------
    565,000   NC Eastern Municipal Power Agency,
              Series B                                             5.500      01/01/2021     01/01/2006 1          566,068
--------------------------------------------------------------------------------------------------------------------------
    790,000   NC Eastern Municipal Power Agency,
              Series B                                             5.500      01/01/2021     01/01/2006 1          791,493
--------------------------------------------------------------------------------------------------------------------------
    530,000   NC Eastern Municipal Power Agency,
              Series B                                             5.500      01/01/2021     01/01/2006 1          535,772
--------------------------------------------------------------------------------------------------------------------------
     30,000   NC Eastern Municipal Power Agency,
              Series B                                             6.250      01/01/2023     01/01/2006 1           30,078
--------------------------------------------------------------------------------------------------------------------------
  6,815,000   NC HFA                                               5.750      03/01/2017     03/01/2007 1        6,986,261
--------------------------------------------------------------------------------------------------------------------------
  3,740,000   NC HFA                                               6.000      07/01/2016     07/01/2009 1        3,865,552

                  51 | OPPENHEIMER LIMITED TERM MUNICIPAL FUND

STATEMENT OF INVESTMENTS  Continued
--------------------------------------------------------------------------------

                                                                                              EFFECTIVE
  PRINCIPAL                                                                                   MATURITY*              VALUE
     AMOUNT                                                       COUPON        MATURITY    (UNAUDITED)         SEE NOTE 1
--------------------------------------------------------------------------------------------------------------------------
NORTH CAROLINA Continued
$    30,000   NC HFA (Single Family)                               5.600%     09/01/2019     09/01/2007 1   $       30,941
--------------------------------------------------------------------------------------------------------------------------
     45,000   NC HFA, Series H                                     5.950      07/01/2021     01/01/2006 1           46,039
--------------------------------------------------------------------------------------------------------------------------
      5,000   NC HFA, Series JJ                                    6.450      09/01/2027     03/01/2008 1            5,149
--------------------------------------------------------------------------------------------------------------------------
     10,000   NC HFA, Series Z                                     6.600      09/01/2026     09/01/2006 1           10,111
--------------------------------------------------------------------------------------------------------------------------
     10,000   NC Medical Care Commission Hospital
              (Almance Health System)                              5.500      08/15/2013     02/15/2006 1           10,020
--------------------------------------------------------------------------------------------------------------------------
     15,000   NC Municipal Power Agency                            5.375      01/01/2020     01/01/2006 1           15,397
--------------------------------------------------------------------------------------------------------------------------
  1,000,000   NC Student Education Assistance Authority
              (Guaranteed Student Loan)                            6.350      07/01/2016     07/01/2006 1        1,033,400
--------------------------------------------------------------------------------------------------------------------------
     50,000   Northampton County, NC IFPCFA
              (Champion International Corp.)                       6.450      11/01/2029     11/01/2009 1           53,707
                                                                                                            --------------
                                                                                                                21,181,646
--------------------------------------------------------------------------------------------------------------------------
NORTH DAKOTA--0.0%
     10,000   Grand Forks, ND Special Tax, Series A                6.100      12/01/2013     12/01/2005 1           10,026
--------------------------------------------------------------------------------------------------------------------------
    785,000   ND HFA, Series B                                     5.300      07/01/2024     07/01/2012 1          815,929
--------------------------------------------------------------------------------------------------------------------------
     30,000   ND Water Commission (Southwest Pipeline)             5.700      07/01/2017     07/01/2007 1           31,282
                                                                                                            --------------
                                                                                                                   857,237
--------------------------------------------------------------------------------------------------------------------------
OHIO--2.1%
  3,000,000   Akron, Bath, Copley, OH Joint
              Township Hospital District
              (Akron General Medical Center) 5                     5.375      01/01/2017     01/01/2007 1        3,130,380
--------------------------------------------------------------------------------------------------------------------------
  1,000,000   Akron, Bath, Copley, OH Joint
              Township Hospital District
              (Akron General Medical Center) 5                     5.500      01/01/2008     01/01/2006 1        1,002,010
--------------------------------------------------------------------------------------------------------------------------
    165,000   Akron, Bath, Copley, OH Joint
              Township Hospital District
              (Akron General Medical Center) 5                     5.500      01/01/2021     01/01/2006 1          166,741
--------------------------------------------------------------------------------------------------------------------------
  1,000,000   Canton, OH Waterworks System                         5.750      12/01/2010     12/01/2005 1        1,024,720
--------------------------------------------------------------------------------------------------------------------------
  1,000,000   Canton, OH Waterworks System                         5.850      12/01/2015     12/01/2005 1        1,024,990
--------------------------------------------------------------------------------------------------------------------------
  1,350,000   Cleveland, OH Airport (Continental Airlines)         5.500      12/01/2008     01/09/2007 3        1,282,554
--------------------------------------------------------------------------------------------------------------------------
     25,000   Cleveland, OH Parking Facility                       5.500      09/15/2022     09/15/2006 1           26,025
--------------------------------------------------------------------------------------------------------------------------
     50,000   Columbus, OH Sewer Improvement Bonds                 6.000      09/15/2010     03/15/2006 1           51,105
--------------------------------------------------------------------------------------------------------------------------
     15,000   Conneaut, OH Hsg.
              (Section 8 Assisted Project) 5                       5.625      07/01/2022     07/01/2006 1           15,117
--------------------------------------------------------------------------------------------------------------------------
     75,000   Cuyahoga County, OH Hospital
              (UHHS/UHC/CHB/UM Obligated Group)                    5.625      01/15/2021     01/15/2006 1           76,992
--------------------------------------------------------------------------------------------------------------------------
    155,000   Cuyahoga County, OH Hospital
              (University Hospitals Health System)                 5.625      01/15/2026     01/15/2006 1          159,052
--------------------------------------------------------------------------------------------------------------------------
     10,000   Cuyahoga County, OH Hospital
              (University Hospitals of Cleveland)                  9.000      06/01/2011     12/01/2005 1           11,681
--------------------------------------------------------------------------------------------------------------------------
     40,000   Cuyahoga County, OH Hsg.
              (Dalebridge Apartments)                              6.600      10/20/2030     10/20/2007 1           40,626


                  52 | OPPENHEIMER LIMITED TERM MUNICIPAL FUND

                                                                                              EFFECTIVE
  PRINCIPAL                                                                                   MATURITY*              VALUE
     AMOUNT                                                       COUPON        MATURITY    (UNAUDITED)         SEE NOTE 1
--------------------------------------------------------------------------------------------------------------------------
OHIO Continued
$    50,000   Cuyahoga County, OH Industrial Devel.
              (Chippewa)                                           6.600%     08/01/2015     08/01/2006 1   $       51,096
--------------------------------------------------------------------------------------------------------------------------
     10,000   Dover, OH Municipal Electric System                  5.950      12/01/2014     12/01/2005 1           10,151
--------------------------------------------------------------------------------------------------------------------------
  1,500,000   Eaton, OH Industrial Devel.
              (Baxter International)                               6.500      12/01/2012     12/01/2005 1        1,559,850
--------------------------------------------------------------------------------------------------------------------------
    175,000   Fairfield County, OH Hospital Improvement
              (Lancaster-Fairfield Community Hospital)             5.500      06/15/2021     12/15/2005 1          175,945
--------------------------------------------------------------------------------------------------------------------------
  1,115,000   Franklin County, OH Mtg.                             5.600      04/20/2039     10/20/2010 1        1,153,724
--------------------------------------------------------------------------------------------------------------------------
     40,000   Hamilton County, OH (Judson Care Center)             6.500      08/01/2026     08/01/2006 1           42,020
--------------------------------------------------------------------------------------------------------------------------
     80,000   Lorain County, OH Elderly Hsg. Corp.
              (Harr Plaza)                                         6.375      07/15/2019     01/15/2006 1           80,600
--------------------------------------------------------------------------------------------------------------------------
     30,000   Middletown, OH GO                                    6.050      12/01/2013     12/01/2005 1           30,376
--------------------------------------------------------------------------------------------------------------------------
    375,000   Montgomery County, OH Hospital Revenue
              (Kettering Medical Center)                           5.500      04/01/2026     04/01/2006 1          386,261
--------------------------------------------------------------------------------------------------------------------------
     25,000   Montgomery County, OH Multifamily Hsg.
              (Creekside Villas)                                   6.000      09/01/2031     09/01/2009 1           25,910
--------------------------------------------------------------------------------------------------------------------------
  1,880,000   Northeast, OH Regional Sewer District                5.600      11/15/2013     11/15/2005 1        1,910,512
--------------------------------------------------------------------------------------------------------------------------
  1,500,000   Northeast, OH Regional Sewer District                5.600      11/15/2014     11/15/2005 1        1,527,750
--------------------------------------------------------------------------------------------------------------------------
  3,130,000   OH Air Quality Devel. Authority
              (Cleveland Electric Illuminating Company)            6.000      12/01/2013     12/01/2009 1        3,253,541
--------------------------------------------------------------------------------------------------------------------------
    145,000   OH Air Quality Devel. Authority
              (Cleveland Electric Illuminating Company)            6.000      08/01/2020     08/01/2007 1          152,077
--------------------------------------------------------------------------------------------------------------------------
  1,500,000   OH Air Quality Devel. Authority
              (Cleveland Electric Illuminating Company)            6.100      08/01/2020     08/01/2009 1        1,546,230
--------------------------------------------------------------------------------------------------------------------------
     15,000   OH Air Quality Devel. Authority
              (JMG Funding)                                        5.625      01/01/2023     08/01/2009 1           15,703
--------------------------------------------------------------------------------------------------------------------------
    140,000   OH Air Quality Devel. Authority
              (Pennsylvania Power & Light Company)                 5.900      05/01/2018     11/01/2005 1          140,556
--------------------------------------------------------------------------------------------------------------------------
     15,000   OH Air Quality Devel. Authority
              (Pennsylvania Power & Light Company)                 5.900      05/01/2018     11/01/2005 1           15,031
--------------------------------------------------------------------------------------------------------------------------
     45,000   OH Air Quality Devel. Authority
              (Pennsylvania Power & Light Company)                 6.150      08/01/2023     02/01/2006 1           45,562
--------------------------------------------------------------------------------------------------------------------------
     50,000   OH Capital Corp. for Hsg. (The Conifers)             6.300      06/01/2028     12/01/2006 1           52,445
--------------------------------------------------------------------------------------------------------------------------
     95,000   OH Department of Transportation COP
              (Rickenbacker Port)                                  6.125      04/15/2015     10/15/2005 1           95,216
--------------------------------------------------------------------------------------------------------------------------
     20,000   OH Economic Devel.                                   6.500      12/01/2009     12/01/2005 1           20,430
--------------------------------------------------------------------------------------------------------------------------
    240,000   OH Environmental Facilities
              (Ford Motor Company)                                 5.950      09/01/2029     09/01/2029            236,405
--------------------------------------------------------------------------------------------------------------------------
     30,000   OH HFA                                               5.375      03/01/2026     09/01/2009 1           30,227
--------------------------------------------------------------------------------------------------------------------------
    120,000   OH HFA                                               5.750      09/01/2030     07/01/2009 1          121,078
--------------------------------------------------------------------------------------------------------------------------
     10,000   OH HFA                                               6.050      09/01/2017     09/01/2007 1           10,406
--------------------------------------------------------------------------------------------------------------------------
    105,000   OH HFA, Series C                                     5.750      09/01/2028     09/01/2009 1          108,577
--------------------------------------------------------------------------------------------------------------------------
    550,000   OH Water Devel. Authority (Cincinnati Gas)           5.450      01/01/2024     01/01/2006 1          553,394


                  53 | OPPENHEIMER LIMITED TERM MUNICIPAL FUND

STATEMENT OF INVESTMENTS  Continued
--------------------------------------------------------------------------------

                                                                                              EFFECTIVE
  PRINCIPAL                                                                                   MATURITY*              VALUE
     AMOUNT                                                       COUPON        MATURITY    (UNAUDITED)         SEE NOTE 1
--------------------------------------------------------------------------------------------------------------------------
OHIO Continued
$   120,000   OH Water Devel. Authority
              (Cleveland Electric Illuminating Company)            6.100%     08/01/2020     08/01/2007 1   $      125,268
--------------------------------------------------------------------------------------------------------------------------
     70,000   OH Water Devel. Authority
              (Consumers Ohio Water Company)                       5.600      10/01/2026     10/01/2005 1           70,102
--------------------------------------------------------------------------------------------------------------------------
  1,065,000   OH Water Devel. Authority
              (General Motors Corp.)                               5.900      06/15/2008     04/05/2008 3        1,064,894
--------------------------------------------------------------------------------------------------------------------------
     50,000   OH Water Devel. Authority
              (Pennsylvania Power & Light Company)                 6.150      08/01/2023     02/01/2006 1           50,625
--------------------------------------------------------------------------------------------------------------------------
     15,000   OH Water Devel. Authority (Pure Water)               5.500      12/01/2011     12/01/2005 1           15,056
--------------------------------------------------------------------------------------------------------------------------
     10,000   OH Water Devel. Authority (Pure Water)               5.500      12/01/2018     12/01/2005 1           10,019
--------------------------------------------------------------------------------------------------------------------------
     35,000   OH Water Devel. Authority (Pure Water)               6.000      12/01/2008     12/01/2005 1           35,090
--------------------------------------------------------------------------------------------------------------------------
     10,000   Pleasant, OH Local School District                   5.100      12/01/2018     12/01/2005 1           10,015
--------------------------------------------------------------------------------------------------------------------------
     20,000   Shawnee, OH State University General
              Receipts, Series A                                   7.100      06/01/2009     12/01/2005 1           20,219
--------------------------------------------------------------------------------------------------------------------------
     35,000   Toledo, OH Hsg. (Commodore Perry)                    5.450      12/01/2028     12/01/2010 1           36,088
--------------------------------------------------------------------------------------------------------------------------
  9,190,000   Toledo-Lucas County, OH Port Authority
              (Bax Global) 5                                       6.250      11/01/2013     07/19/2010 1        9,378,487
--------------------------------------------------------------------------------------------------------------------------
     85,000   University of Cincinnati, OH COP                     5.500      06/01/2013     06/01/2006 1           85,182
--------------------------------------------------------------------------------------------------------------------------
     90,000   Wadsworth, OH Hsg. Devel. Corp.
              (Medina Hsg.)                                        6.200      03/01/2020     03/01/2006 1           90,102
                                                                                                            --------------
                                                                                                                32,354,213
--------------------------------------------------------------------------------------------------------------------------
OKLAHOMA--2.2%
  6,500,000   OK HFA                                               5.700      09/01/2035     03/01/2015 1        7,007,780
--------------------------------------------------------------------------------------------------------------------------
    120,000   OK HFA (Homeownership Loans)                         5.850      09/01/2020     03/01/2011 1          122,960
--------------------------------------------------------------------------------------------------------------------------
  1,690,000   OK HFA (Homeownership Loans)                         6.400      09/01/2030     03/01/2009 1        1,749,657
--------------------------------------------------------------------------------------------------------------------------
  1,775,000   OK HFA
              (Single Family Homeownership Loan)                   6.450      03/01/2029     03/01/2008 1        1,814,671
--------------------------------------------------------------------------------------------------------------------------
     35,000   OK Municipal Power Authority                         6.750      01/01/2016     01/01/2006 1           36,043
--------------------------------------------------------------------------------------------------------------------------
     20,000   Oklahoma City, OK Community College                  5.650      07/01/2013     07/01/2006 1           20,027
--------------------------------------------------------------------------------------------------------------------------
    405,000   Rogers County, OK HFA (Multifamily Hsg.),
              Series A                                             7.750      08/01/2023     02/01/2006 1          414,266
--------------------------------------------------------------------------------------------------------------------------
 15,225,000   Tulsa, OK Municipal Airport Trust
              (American Airlines)                                  5.375      12/01/2035     12/01/2006 4       14,933,594
--------------------------------------------------------------------------------------------------------------------------
  3,105,000   Tulsa, OK Municipal Airport Trust
              (American Airlines)                                  5.650      12/01/2035     12/01/2008 4        2,978,844
--------------------------------------------------------------------------------------------------------------------------
  5,000,000   Tulsa, OK Municipal Airport Trust
              (American Airlines)                                  6.000      06/01/2035     12/01/2008 4        4,825,200
                                                                                                            --------------
                                                                                                                33,903,042
--------------------------------------------------------------------------------------------------------------------------
OREGON--0.5%
     25,000   OR Bond Bank (Economic Devel. Dept.)                 6.000      01/01/2015     01/01/2006 1           25,059
--------------------------------------------------------------------------------------------------------------------------
    150,000   OR Hsg. & Community Services Dept.
              (Multifamily), Series A                              5.950      07/01/2030     07/01/2010 1          155,814


                  54 | OPPENHEIMER LIMITED TERM MUNICIPAL FUND

                                                                                              EFFECTIVE
  PRINCIPAL                                                                                   MATURITY*              VALUE
     AMOUNT                                                       COUPON        MATURITY    (UNAUDITED)         SEE NOTE 1
--------------------------------------------------------------------------------------------------------------------------
OREGON Continued
$   475,000   OR Hsg. & Community Services Dept.
              (Single Family Mtg.)                                 5.700%     07/01/2022     07/01/2009 1   $      482,296
--------------------------------------------------------------------------------------------------------------------------
  1,220,000   OR Hsg. & Community Services Dept.
              (Single Family Mtg.)                                 5.750      07/01/2025     01/01/2010 1        1,250,622
--------------------------------------------------------------------------------------------------------------------------
     25,000   OR Hsg. & Community Services Dept.
              (Single Family Mtg.), Series A                       5.450      07/01/2024     01/01/2006 1           25,016
--------------------------------------------------------------------------------------------------------------------------
     95,000   OR Hsg. & Community Services Dept.
              (Single Family Mtg.), Series A                       5.800      07/01/2016     07/01/2007 1           96,684
--------------------------------------------------------------------------------------------------------------------------
     10,000   OR Hsg. & Community Services Dept.
              (Single Family Mtg.), Series A                       6.200      07/01/2027     07/01/2009 1           10,399
--------------------------------------------------------------------------------------------------------------------------
    275,000   OR Hsg. & Community Services Dept.
              (Single Family Mtg.), Series F                       5.650      07/01/2028     07/01/2009 1          283,613
--------------------------------------------------------------------------------------------------------------------------
     90,000   OR Hsg. & Community Services Dept.
              (Single Family Mtg.), Series H                       6.000      07/01/2027     07/01/2008 1           92,474
--------------------------------------------------------------------------------------------------------------------------
    100,000   OR Hsg. & Community Services Dept.,
              Series B                                             5.900      07/01/2019     07/01/2009 1          103,669
--------------------------------------------------------------------------------------------------------------------------
     20,000   OR Hsg. (Elderly & Disabled Hsg.)                    6.300      08/01/2026     08/01/2006 1           20,221
--------------------------------------------------------------------------------------------------------------------------
  4,485,000   Port of Oakland, OR Airport
              (Portland International Airport)                     5.600      07/01/2012     07/01/2006 1        4,647,133
--------------------------------------------------------------------------------------------------------------------------
     35,000   Port of Portland, OR Airport
              (Portland International Airport)                     5.625      07/01/2016     07/01/2006 1           36,213
--------------------------------------------------------------------------------------------------------------------------
     50,000   Port St. Helen's, OR Pollution Control
              (Portland General Electric Company)                  7.125      12/15/2014     12/15/2005 1           50,858
                                                                                                            --------------
                                                                                                                 7,280,071
--------------------------------------------------------------------------------------------------------------------------
PENNSYLVANIA--2.4%
  1,250,000   Allegheny County, PA HDA
              (West Penn Allegheny Health System)                  9.250      11/15/2022     11/15/2012 1        1,501,688
--------------------------------------------------------------------------------------------------------------------------
  1,000,000   Allegheny County, PA HDA
              (West Penn Allegheny Health System)                  9.250      11/15/2030     11/15/2010 1        1,196,880
--------------------------------------------------------------------------------------------------------------------------
  1,600,000   Carbon County, PA IDA
              (Panther Creek Partners)                             6.650      05/01/2010     11/17/2007 3        1,731,616
--------------------------------------------------------------------------------------------------------------------------
 12,300,000   PA EDFA (National Gypsum Company) 5                  6.125      11/02/2027     11/02/2010 1       13,056,696
--------------------------------------------------------------------------------------------------------------------------
  8,120,000   PA EDFA (National Gypsum Company)                    6.250      11/01/2027     04/01/2011 1        8,694,246
--------------------------------------------------------------------------------------------------------------------------
  9,000,000   PA EDFA (Northampton Generating) 5                   6.400      01/01/2009     01/01/2006 1        9,043,470
--------------------------------------------------------------------------------------------------------------------------
  2,000,000   PA EDFA (Northampton Generating)                     6.500      01/01/2013     01/01/2006 1        2,030,020
--------------------------------------------------------------------------------------------------------------------------
    435,000   PA EDFA (Northampton Generating)                     6.750      01/01/2007     01/04/2006 3          439,615
--------------------------------------------------------------------------------------------------------------------------
    500,000   Philadelphia, PA Authority for Industrial
              Devel. (Cathedral Village)                           5.750      04/01/2034     04/01/2006 4          500,015
                                                                                                            --------------
                                                                                                                38,194,246
--------------------------------------------------------------------------------------------------------------------------
RHODE ISLAND--2.2%
  3,500,000   Central Falls, RI Detention Facility                 6.750      01/15/2013     05/17/2011 3        3,521,490
--------------------------------------------------------------------------------------------------------------------------
     15,000   RI Clean Water Finance Agency (Triton Ocean)         5.800      09/01/2022     11/01/2005 1           15,891
--------------------------------------------------------------------------------------------------------------------------
    100,000   RI GO                                                5.500      08/01/2007     08/01/2006 1          101,189


                  55 | OPPENHEIMER LIMITED TERM MUNICIPAL FUND

STATEMENT OF INVESTMENTS  Continued
--------------------------------------------------------------------------------

                                                                                              EFFECTIVE
  PRINCIPAL                                                                                   MATURITY*              VALUE
     AMOUNT                                                       COUPON        MATURITY    (UNAUDITED)         SEE NOTE 1
--------------------------------------------------------------------------------------------------------------------------
RHODE ISLAND Continued
$    80,000   RI Health & Educational Building Corp.
              (Johnson & Wales University)                         6.100%     04/01/2026     04/01/2006 1   $       82,742
--------------------------------------------------------------------------------------------------------------------------
     50,000   RI Health & Educational Building Corp.
              (United Methodist)                                   7.500      11/01/2014     11/01/2005 1           50,700
--------------------------------------------------------------------------------------------------------------------------
     20,000   RI Hsg. & Mtg. Finance Corp.
              (Homeownership Opportunity)                          7.550      10/01/2022     06/03/2006 1           20,182
--------------------------------------------------------------------------------------------------------------------------
     50,000   RI Student Loan Authority                            6.450      12/01/2015     12/01/2005 1           51,133
--------------------------------------------------------------------------------------------------------------------------
  1,030,000   RI Tobacco Settlement Financing Corp.
              (TASC)                                               6.250      06/01/2042     06/01/2012 1        1,109,125
--------------------------------------------------------------------------------------------------------------------------
  3,000,000   RI Tobacco Settlement Financing Corp.
              (TASC), Series A                                     6.000      06/01/2023     01/12/2010 2        3,177,720
--------------------------------------------------------------------------------------------------------------------------
 24,175,000   RI Tobacco Settlement Financing Corp.
              (TASC), Series A                                     6.125      06/01/2032     06/01/2012 1       25,904,480
                                                                                                            --------------
                                                                                                                34,034,652
--------------------------------------------------------------------------------------------------------------------------
SOUTH CAROLINA--3.3%
     25,000   Charleston County, SC Hospital Facilities
              (Medical Society Health)                             5.000      10/01/2022     10/01/2005 1           25,017
--------------------------------------------------------------------------------------------------------------------------
    140,000   Charleston County, SC Hospital Facilities
              (Medical Society Health)                             5.500      10/01/2019     10/01/2005 1          140,322
--------------------------------------------------------------------------------------------------------------------------
     65,000   Charleston County, SC Hospital Facilities
              (Medical Society Health)                             6.000      10/01/2009     10/01/2005 1           65,201
--------------------------------------------------------------------------------------------------------------------------
  2,380,000   Darlington County, SC Industrial Devel.
              (Sonoco Products Company                             6.000      04/01/2026     04/01/2006 1        2,445,474
--------------------------------------------------------------------------------------------------------------------------
  2,575,000   Darlington County, SC Industrial Devel.
              (Sonoco Products Company)                            6.125      06/01/2025     06/01/2007 1        2,630,234
--------------------------------------------------------------------------------------------------------------------------
    260,000   Florence County, SC Industrial Devel.
              (Stone Container Corp.)                              7.375      02/01/2007     02/01/2006 1          260,975
--------------------------------------------------------------------------------------------------------------------------
     40,000   Marion County, SC Hospital District 5                5.500      11/01/2015     11/01/2005 1           40,874
--------------------------------------------------------------------------------------------------------------------------
    150,000   Orangeburg County, SC Solid Waste
              (South Carolina Electric & Gas Company)              5.700      11/01/2024     09/01/2009 1          150,461
--------------------------------------------------------------------------------------------------------------------------
  2,315,000   Richland County, SC Environmental
              Improvement (International Paper Company)            6.100      04/01/2023     04/01/2014 1        2,495,454
--------------------------------------------------------------------------------------------------------------------------
    105,000   Richland-Lexington, SC Airport District
              (Columbia Metropolitan Airport)                      5.700      01/01/2026     01/01/2007 1          106,589
--------------------------------------------------------------------------------------------------------------------------
  1,630,000   SC Connector 2000 Assoc. Toll Road,
              Series B 5                                           4.670 6    01/01/2011     01/01/2010 1        1,278,817
--------------------------------------------------------------------------------------------------------------------------
  1,635,000   SC Connector 2000 Assoc. Toll Road,
              Series B 5                                           5.600 6    01/01/2021     01/01/2010 1          706,271
--------------------------------------------------------------------------------------------------------------------------
    600,000   SC Connector 2000 Assoc. Toll Road,
              Series B 5                                           5.680 6    01/01/2026     01/01/2010 1          192,396
--------------------------------------------------------------------------------------------------------------------------
     55,000   SC EDA (Tuomey Regional Medical Center)              5.500      11/01/2020     11/01/2005 1           56,198
--------------------------------------------------------------------------------------------------------------------------
    795,000   SC Hsg. Finance & Devel. Authority                   5.875      07/01/2009     07/01/2009            826,617
--------------------------------------------------------------------------------------------------------------------------
     15,000   SC Hsg. Finance & Devel. Authority                   5.950      07/01/2029     05/01/2009 1           15,521


                  56 | OPPENHEIMER LIMITED TERM MUNICIPAL FUND

                                                                                              EFFECTIVE
  PRINCIPAL                                                                                   MATURITY*              VALUE
     AMOUNT                                                       COUPON        MATURITY    (UNAUDITED)         SEE NOTE 1
--------------------------------------------------------------------------------------------------------------------------
SOUTH CAROLINA Continued
$    15,000   SC Hsg. Finance & Devel. Authority
              (Westbury Place)                                     6.050%     07/01/2027     01/01/2006 1   $       15,015
--------------------------------------------------------------------------------------------------------------------------
     15,000   SC Hsg. Finance & Redevel. Authority,
              Series A-2                                           6.750      07/01/2026     07/01/2006 1           15,168
--------------------------------------------------------------------------------------------------------------------------
     40,000   SC Jobs-Economic Devel. Authority
              (Anderson Area Medical Center)                       5.250      02/01/2026     02/01/2006 1           41,013
--------------------------------------------------------------------------------------------------------------------------
     10,000   SC Jobs-Economic Devel. Authority
              (Plasti-Line, Inc.)                                  6.250      07/01/2017     01/01/2006 1           10,012
--------------------------------------------------------------------------------------------------------------------------
 10,630,000   SC Tobacco Settlement Management
              Authority, Series B 5                                6.000      05/15/2022     06/05/2010 2       11,395,466
--------------------------------------------------------------------------------------------------------------------------
 17,415,000   SC Tobacco Settlement Management
              Authority, Series B                                  6.375      05/15/2028     05/15/2012 1       18,898,758
--------------------------------------------------------------------------------------------------------------------------
  2,205,000   SC Tobacco Settlement Management
              Authority, Series B                                  6.375      05/15/2030     04/28/2017 3        2,517,118
--------------------------------------------------------------------------------------------------------------------------
    130,000   SC Western Carolina Regional Sewer
              Authority                                            5.500      03/01/2010     03/01/2006 1          139,138
--------------------------------------------------------------------------------------------------------------------------
     20,000   Spartanburg County, SC Health Services               5.300      04/15/2025     04/15/2006 1           20,427
--------------------------------------------------------------------------------------------------------------------------
    100,000   Spartanburg County, SC Health Services,
              Series A                                             5.500      04/15/2027     04/15/2007 1          104,841
--------------------------------------------------------------------------------------------------------------------------
  7,500,000   Spartanburg County, SC Solid Waste
              Disposal Facilities (BMW US Capital Corp.)           7.550      11/01/2024     11/01/2005 1        7,752,450
                                                                                                            --------------
                                                                                                                52,345,827
--------------------------------------------------------------------------------------------------------------------------
SOUTH DAKOTA--0.7%
  9,480,000   SD Educational Enhancement Funding
              Corp. Tobacco Settlement 5                           6.500      06/01/2032     06/01/2013 1       10,342,585
--------------------------------------------------------------------------------------------------------------------------
     50,000   SD H&EFA
              (Prairie Lakes Health Care System)                   5.650      04/01/2022     04/01/2010 1           51,805
                                                                                                            --------------
                                                                                                                10,394,390
--------------------------------------------------------------------------------------------------------------------------
TENNESSEE--1.1%
     10,000   Blount County, TN Hospital, Series B                 5.125      07/01/2019     07/01/2008 1           10,045
--------------------------------------------------------------------------------------------------------------------------
    465,000   Humphreys County, TN Industrial Devel.
              Board (E.I. DuPont de Nemours & Company)             6.700      05/01/2024     11/01/2005 1          476,681
--------------------------------------------------------------------------------------------------------------------------
 10,185,000   Maury County, TN Industrial Devel. Board
              (General Motors Company) 5                           6.500      09/01/2024     09/01/2006 1       10,227,471
--------------------------------------------------------------------------------------------------------------------------
  1,000,000   Maury County, TN Industrial Devel. Board
              (Occidental Petroleum Corp.)                         6.250      08/01/2018     08/01/2011 1        1,103,160
--------------------------------------------------------------------------------------------------------------------------
     10,000   Memphis, TN HFC
              (Saint's Court Apartments)                           6.000      09/01/2013     09/01/2007 1           10,114
--------------------------------------------------------------------------------------------------------------------------
    190,000   Metropolitan Government Nashville
              & Davidson County, TN
              (Adventist Health System)                            5.250      11/15/2023     11/15/2005 1          190,608
--------------------------------------------------------------------------------------------------------------------------
    160,000   Metropolitan Government Nashville
              & Davidson County, TN Water & Sewer                  5.500      01/01/2016     01/01/2006 1          161,344


                  57 | OPPENHEIMER LIMITED TERM MUNICIPAL FUND

STATEMENT OF INVESTMENTS  Continued
--------------------------------------------------------------------------------

                                                                                              EFFECTIVE
  PRINCIPAL                                                                                   MATURITY*              VALUE
     AMOUNT                                                       COUPON        MATURITY    (UNAUDITED)         SEE NOTE 1
--------------------------------------------------------------------------------------------------------------------------
TENNESSEE Continued
$ 3,000,000   Smyrna, TN Hsg. Assoc.
              (Imperial Garden Apartments)                         6.450%     10/20/2035     10/20/2010 1   $    3,340,620
--------------------------------------------------------------------------------------------------------------------------
     35,000   South Fulton, TN Industrial Devel. Board
              (Tyson Foods)                                        6.350      10/01/2015     10/01/2005 1           35,745
--------------------------------------------------------------------------------------------------------------------------
     50,000   South Fulton, TN Industrial Devel. Board
              (Tyson Foods)                                        6.400      10/01/2020     10/01/2005 1           51,079
--------------------------------------------------------------------------------------------------------------------------
     25,000   TN Hsg. Devel. Agency                                5.250      07/01/2022     01/01/2012 1           25,524
--------------------------------------------------------------------------------------------------------------------------
  1,020,000   TN Hsg. Devel. Agency                                5.400      07/01/2009     01/01/2006 1        1,044,796
--------------------------------------------------------------------------------------------------------------------------
     30,000   TN Hsg. Devel. Agency                                5.850      07/01/2023     07/01/2009 1           30,759
--------------------------------------------------------------------------------------------------------------------------
     10,000   TN Hsg. Devel. Agency                                6.375      07/01/2022     07/01/2008 1           10,196
--------------------------------------------------------------------------------------------------------------------------
     30,000   TN Hsg. Devel. Agency
              (Homeownership Program)                              6.050      07/01/2016     07/01/2008 1           30,674
--------------------------------------------------------------------------------------------------------------------------
     20,000   Unicoi County, TN Health
              Educational & Hsg. Facilities
              (Erwin Health Care Associates)                       5.875      03/20/2016     03/20/2006 1           20,146
                                                                                                            --------------
                                                                                                                16,768,962
--------------------------------------------------------------------------------------------------------------------------
TEXAS--10.0%
  1,370,000   Alliance Airport Authority, TX
              (Federal Express Corp.)                              6.375      04/01/2021     04/01/2006 1        1,414,689
--------------------------------------------------------------------------------------------------------------------------
     35,000   Austin, TX Airport System                            6.000      11/15/2010     11/15/2005 1           35,817
--------------------------------------------------------------------------------------------------------------------------
     60,000   Austin, TX Airport System                            6.000      11/15/2010     11/15/2005 1           61,400
--------------------------------------------------------------------------------------------------------------------------
    620,000   Austin, TX Airport System, Series A                  6.125      11/15/2025     11/15/2005 1          634,564
--------------------------------------------------------------------------------------------------------------------------
 24,190,000   Austin, TX Convention Enterprises
              (Convention Center)                                  5.750      01/01/2032     01/01/2011 1       25,306,610
--------------------------------------------------------------------------------------------------------------------------
  8,540,000   Austin, TX Convention Enterprises
              (Convention Center)                                  6.000      01/01/2023     01/01/2011 1        9,134,299
--------------------------------------------------------------------------------------------------------------------------
     65,000   Austin, TX Higher Education Authority
              (St. Edwards University)                             5.250      08/01/2023     08/01/2008 1           65,814
--------------------------------------------------------------------------------------------------------------------------
    705,000   Austin, TX Independent School District               5.700      08/01/2011     08/01/2006 1          720,475
--------------------------------------------------------------------------------------------------------------------------
    605,000   Austin, TX Utility System                            6.730 6    11/15/2014     11/15/2005 1          319,410
--------------------------------------------------------------------------------------------------------------------------
  1,525,000   Bexar, TX Metropolitan Water District                6.000      05/01/2015     11/01/2005 1        1,559,023
--------------------------------------------------------------------------------------------------------------------------
  4,400,000   Brazos River Authority, TX
              (Centerpoint Energy) 5                               7.750      12/01/2018     12/01/2008 1        4,864,420
--------------------------------------------------------------------------------------------------------------------------
  1,085,000   Brazos River Authority, TX
              (Johnson County Surface Water
              and Treatment System)                                5.800      09/01/2011     09/01/2006 1        1,111,040
--------------------------------------------------------------------------------------------------------------------------
 14,085,000   Brazos River Authority, TX
              (TXU Energy Company) 5                               6.750      04/01/2038     04/01/2013 4       16,050,421
--------------------------------------------------------------------------------------------------------------------------
    115,000   Brazos River Authority, TX
              (TXU Energy Company)                                 6.750      10/01/2038     10/01/2014 1          128,150
--------------------------------------------------------------------------------------------------------------------------
  6,300,000   Brazos River Authority, TX
              (TXU Energy Company)                                 7.700      04/01/2033     04/01/2013 1        7,546,455


                  58 | OPPENHEIMER LIMITED TERM MUNICIPAL FUND

                                                                                              EFFECTIVE
  PRINCIPAL                                                                                   MATURITY*              VALUE
     AMOUNT                                                       COUPON        MATURITY    (UNAUDITED)         SEE NOTE 1
--------------------------------------------------------------------------------------------------------------------------
TEXAS Continued
$   250,000   Brazos River, TX Harbor Navigation District
              (Dow Chemical Company)                               6.625%     05/15/2033     05/15/2012 1   $      276,555
--------------------------------------------------------------------------------------------------------------------------
     85,000   Cass County, TX Industrial Devel. Corp.
              (International Paper Corp.)                          6.600      03/15/2024     03/15/2010 1           92,099
--------------------------------------------------------------------------------------------------------------------------
     25,000   Cleburne, TX Waterworks & Sewer                      5.375      02/15/2022     02/15/2006 1           25,185
--------------------------------------------------------------------------------------------------------------------------
     15,000   Copperas Cove, TX Health
              Facilities Devel. Corp.
              (AHS/FH/JCH/MH/MAH Obligated Group)                  5.500      11/15/2017     11/15/2005 1           15,339
--------------------------------------------------------------------------------------------------------------------------
     20,000   Crandall, TX Independent School District             6.000      02/15/2024     02/15/2006 1           20,047
--------------------------------------------------------------------------------------------------------------------------
  2,500,000   Dallas-Fort Worth, TX International Airport 7       12.726 8    05/01/2010     11/01/2011 1        3,027,400
--------------------------------------------------------------------------------------------------------------------------
 10,000,000   Dallas-Fort Worth, TX International
              Airport DRIVER S 5,7                                 7.896 8    11/01/2021     11/01/2009 1       11,146,900
--------------------------------------------------------------------------------------------------------------------------
  7,500,000   Dallas-Fort Worth, TX International
              Airport DRIVER S 5,7                                 9.146 8    01/01/2035     01/01/2009 1        8,828,550
--------------------------------------------------------------------------------------------------------------------------
    125,000   Dallas-Fort Worth, TX Regional Airport               5.625      11/01/2015     11/01/2005 1          125,255
--------------------------------------------------------------------------------------------------------------------------
     25,000   Dallas-Fort Worth, TX Regional Airport               6.000      11/01/2012     11/01/2005 1           25,060
--------------------------------------------------------------------------------------------------------------------------
     15,000   Dilley, TX Special Project
              (Department of Criminal Justice)                     7.000      04/01/2009     10/01/2005 1           15,301
--------------------------------------------------------------------------------------------------------------------------
     20,000   Galveston, TX HFC (Friendswood)                      6.250      04/01/2029     10/01/2005 1           20,170
--------------------------------------------------------------------------------------------------------------------------
     50,000   Garza County, TX Public Facility Corp.               7.500      10/01/2019     04/01/2008 1           53,479
--------------------------------------------------------------------------------------------------------------------------
     30,000   Grand Prairie, TX HFC
              (Windsor Hsg. Foundation)                            6.875      02/01/2025     02/01/2006 1           30,698
--------------------------------------------------------------------------------------------------------------------------
  8,605,000   Guadalupe, TX Blanco River Authority
              (E.I. DuPont de Nemours & Company) 5                 6.350      07/01/2022     01/01/2006 1        8,798,526
--------------------------------------------------------------------------------------------------------------------------
     75,000   Gulf Coast, TX Waste Disposal Authority
              (International Paper Company)                        6.100      08/01/2024     08/01/2012 1           80,192
--------------------------------------------------------------------------------------------------------------------------
     20,000   Gulf Coast, TX Waste Disposal Authority
              (Valero Energy Corp.)                                6.650      04/01/2032     04/01/2011 1           21,684
--------------------------------------------------------------------------------------------------------------------------
     40,000   Harlingen, TX Consolidated Independent
              School District                                      5.650      08/15/2029     08/15/2009 1           43,551
--------------------------------------------------------------------------------------------------------------------------
     50,000   Harris County, TX (Port Houston)                     5.750      10/01/2017     10/01/2006 1           51,067
--------------------------------------------------------------------------------------------------------------------------
 15,000,000   Harris County, TX (Toll Road) 11                     5.250      08/15/2035     08/15/2010 1       15,734,850
--------------------------------------------------------------------------------------------------------------------------
    160,000   Harris County, TX Health Facilities Devel.
              Authority (Memorial Hospital Systems)                5.500      06/01/2024     06/01/2007 1          168,178
--------------------------------------------------------------------------------------------------------------------------
     25,000   Harris County, TX Health Facilities Devel.
              Authority (Texas Medical Center)                     6.000      05/15/2026     05/15/2006 1           25,901
--------------------------------------------------------------------------------------------------------------------------
  4,053,000   Harris County, TX HFC                                6.300      09/01/2032     09/01/2015 1        4,177,995
--------------------------------------------------------------------------------------------------------------------------
     80,000   Harris County, TX Industrial Devel. Corp.
              (Continental Airlines)                               5.375      07/01/2019     08/09/2014 3           62,441
--------------------------------------------------------------------------------------------------------------------------
     50,000   Harrison County, TX HFDC
              (Marshall Regional Medical Center)                   5.500      01/01/2018     01/01/2010 1           51,736
--------------------------------------------------------------------------------------------------------------------------
  2,343,000   Heart of TX HFC (Waco Parkside Village)              7.400      09/20/2035     09/20/2011 1        2,562,516


                  59 | OPPENHEIMER LIMITED TERM MUNICIPAL FUND

STATEMENT OF INVESTMENTS  Continued
--------------------------------------------------------------------------------

                                                                                              EFFECTIVE
  PRINCIPAL                                                                                   MATURITY*              VALUE
     AMOUNT                                                       COUPON        MATURITY    (UNAUDITED)         SEE NOTE 1
--------------------------------------------------------------------------------------------------------------------------
TEXAS Continued
$ 2,305,000   Houston, TX Hsg. Corp.
              (6800 Long Drive Apartments)                         6.625%     02/01/2020     02/01/2007 1   $    2,424,099
--------------------------------------------------------------------------------------------------------------------------
    110,000   Lancaster, TX GO                                     5.500      02/15/2009     02/15/2006 1          111,043
--------------------------------------------------------------------------------------------------------------------------
     55,000   Lewisville, TX HFC (Lewisville Limited)              5.600      12/01/2029     12/01/2007 1           55,674
--------------------------------------------------------------------------------------------------------------------------
 11,670,000   Lower CO River Authority, TX Pollution
              Control (Samsung Electronics Company) 5              6.375      04/01/2027     04/01/2007 1       12,339,041
--------------------------------------------------------------------------------------------------------------------------
    240,000   Lubbock, TX HFC
              (Las Colinas Quail Creek Apartments)                 6.750      07/01/2012     07/01/2012 1          244,714
--------------------------------------------------------------------------------------------------------------------------
    125,000   Matagorda County, TX Navigation District
              (Centerpoint Energy)                                 8.000      05/01/2029     04/10/2008 1          136,728
--------------------------------------------------------------------------------------------------------------------------
     40,000   Matagorda County, TX Navigation District
              (Central Power & Light Company)                      6.125      05/01/2030     05/01/2006 1           41,416
--------------------------------------------------------------------------------------------------------------------------
    500,000   McLennan County, TX Junior College District          5.750      04/15/2015     04/15/2006 1          507,205
--------------------------------------------------------------------------------------------------------------------------
     20,000   Metro, TX Health Facilities Devel. Corp.
              (Wilson N. Jones Memorial Hospital)                  5.500      01/01/2012     01/01/2006 1           20,119
--------------------------------------------------------------------------------------------------------------------------
  1,800,000   Midland, TX COP
              (Airport Subordinated Lien)                          5.850      03/01/2013     03/01/2006 1        1,820,070
--------------------------------------------------------------------------------------------------------------------------
  1,770,000   North Forest, TX Independent School
              District GO                                          6.000      08/15/2025     02/15/2006 1        1,784,443
--------------------------------------------------------------------------------------------------------------------------
     10,000   Royse City, TX Certificates of Obligation            6.500      08/01/2006     02/01/2006 1           10,022
--------------------------------------------------------------------------------------------------------------------------
     25,000   Sabine River Authority, TX Pollution Control
              (TXU Electric Company)                               6.450      06/01/2021     06/01/2010 1           26,884
--------------------------------------------------------------------------------------------------------------------------
     70,000   Sabine, TX River Authority Pollution Control
              (Southwestern Electric Power Company)                6.100      04/01/2018     04/01/2006 1           72,341
--------------------------------------------------------------------------------------------------------------------------
     25,000   San Antonio, TX Water                                5.600      05/15/2021     05/15/2006 1           25,854
--------------------------------------------------------------------------------------------------------------------------
     65,000   Texoma Area, TX Solid Waste Authority
              (Initial Facility)                                   5.500      02/15/2029     02/15/2010 1           65,877
--------------------------------------------------------------------------------------------------------------------------
     55,000   Trinity, TX River Authority (Red Oak Sewer)          7.600      02/01/2009     02/01/2006 1           55,641
--------------------------------------------------------------------------------------------------------------------------
     25,000   Trinity, TX River Authority
              (TXU Energy Company)                                 6.250      05/01/2028     05/01/2013 1           27,166
--------------------------------------------------------------------------------------------------------------------------
  1,800,000   TX Affordable Hsg. Corp.
              (Professional Educators)                             5.100      09/01/2039     03/01/2015 1        1,853,532
--------------------------------------------------------------------------------------------------------------------------
  2,000,000   TX Department of Hsg.
              & Community Affairs                                  5.200      01/01/2025     11/26/2007 3        2,069,540
--------------------------------------------------------------------------------------------------------------------------
    855,000   TX Department of Hsg.
              & Community Affairs (Single Family)                  5.650      03/01/2029     09/01/2009 1          880,932
--------------------------------------------------------------------------------------------------------------------------
    855,000   TX Department of Hsg.
              & Community Affairs (Single Family)                  5.700      09/01/2029     09/01/2009 1          881,642
--------------------------------------------------------------------------------------------------------------------------
    310,000   TX Department of Hsg.
              & Community Affairs (Single Family)                  5.800      09/01/2029     09/01/2007 1          320,283
--------------------------------------------------------------------------------------------------------------------------
     65,000   TX Dormitory Finance Authority
              (Temple Junior College Foundation)                   5.875      09/01/2022     09/01/2012 1           69,267
--------------------------------------------------------------------------------------------------------------------------
     45,000   TX GO                                                5.750      08/01/2020     02/01/2006 1           45,084
--------------------------------------------------------------------------------------------------------------------------
     35,000   TX GO                                                6.000      12/01/2030     12/01/2010 1           37,602


                  60 | OPPENHEIMER LIMITED TERM MUNICIPAL FUND

                                                                                              EFFECTIVE
  PRINCIPAL                                                                                   MATURITY*              VALUE
     AMOUNT                                                       COUPON        MATURITY    (UNAUDITED)         SEE NOTE 1
--------------------------------------------------------------------------------------------------------------------------
TEXAS Continued
$    25,000   TX GO                                                6.250%     12/01/2026     12/01/2010 1   $       25,718
--------------------------------------------------------------------------------------------------------------------------
     10,000   TX Panhandle Elderly Apartments Corp.
              (Pampa Partnership LTD)                              7.000      05/01/2010     06/18/2008 3            9,878
--------------------------------------------------------------------------------------------------------------------------
  1,660,000   TX Panhandle HFA
              (Amarillo Affordable Hsg.)                           6.250      03/01/2010     03/01/2010 1        1,723,844
--------------------------------------------------------------------------------------------------------------------------
  2,385,000   TX Panhandle HFA
              (Amarillo Affordable Hsg.)                           6.625      03/01/2020     03/01/2012 1        2,520,420
--------------------------------------------------------------------------------------------------------------------------
  1,500,000   TX Panhandle HFA
              (Amarillo Affordable Hsg.)                           6.750      03/01/2031     03/01/2010 1        1,574,970
--------------------------------------------------------------------------------------------------------------------------
     25,000   TX State College Student Loans                       6.000      08/01/2015     02/01/2006 1           25,037
--------------------------------------------------------------------------------------------------------------------------
     25,000   TX State College Student Loans                       6.000      08/01/2016     02/01/2006 1           25,037
--------------------------------------------------------------------------------------------------------------------------
    515,000   TX State College Student Loans                       6.000      08/01/2019     02/01/2006 1          524,368
--------------------------------------------------------------------------------------------------------------------------
    110,000   TX State Veterans Hsg. Assistance, Series B          6.100      06/01/2031     12/01/2009 1          117,058
--------------------------------------------------------------------------------------------------------------------------
    110,000   TX Turnpike Authority
              (President George Bush Turnpike)                     5.000      01/01/2025     01/01/2008 1          111,570
--------------------------------------------------------------------------------------------------------------------------
    170,000   TX Turnpike Authority
              (President George Bush Turnpike)                     5.250      01/01/2023     01/01/2006 1          174,153
--------------------------------------------------------------------------------------------------------------------------
     20,000   TX Veterans Hsg. Assistance                          5.500      06/01/2032     12/01/2010 1           20,564
--------------------------------------------------------------------------------------------------------------------------
     25,000   TX Veterans Hsg. Assistance, Series A                5.400      12/01/2011     12/01/2007 1           26,096
--------------------------------------------------------------------------------------------------------------------------
     25,000   TX Veterans Hsg. Assistance, Series A                5.450      12/01/2012     12/01/2007 1           26,047
--------------------------------------------------------------------------------------------------------------------------
     75,000   TX Veterans Hsg. Assistance, Series B-1              5.700      12/01/2014     12/01/2005 1           75,125
                                                                                                            --------------
                                                                                                               157,339,366
--------------------------------------------------------------------------------------------------------------------------
U.S. POSSESSIONS--0.3%
  1,250,000   Puerto Rico Children's Trust Fund (TASC)             5.375      05/15/2033     05/15/2012 1        1,294,963
--------------------------------------------------------------------------------------------------------------------------
  1,925,000   Puerto Rico Municipal Finance Agency
              RITES 7                                              8.560 8    08/01/2013     08/01/2009 1        2,303,051
--------------------------------------------------------------------------------------------------------------------------
    750,000   V.I. Public Finance Authority, Series A              6.375      10/01/2019     10/01/2010 1          846,923
                                                                                                            --------------
                                                                                                                 4,444,937
--------------------------------------------------------------------------------------------------------------------------
UTAH--1.6%
 12,560,000   Emery County, UT Environmental
              Improvement (Pacificorp) 5                           6.150      09/01/2030     09/01/2006 1       13,040,043
--------------------------------------------------------------------------------------------------------------------------
    260,000   Emery County, UT Pollution Control
              (Pacificorp)                                         5.625      11/01/2023     11/01/2005 1          260,442
--------------------------------------------------------------------------------------------------------------------------
     70,000   Emery County, UT Pollution Control
              (Pacificorp)                                         5.650      11/01/2023     11/01/2005 1           70,146
--------------------------------------------------------------------------------------------------------------------------
     10,000   Intermountain, UT Power Agency                       5.000      07/01/2013     07/01/2006 1           10,018
--------------------------------------------------------------------------------------------------------------------------
     30,000   Intermountain, UT Power Agency                       5.000      07/01/2021     07/01/2006 1           30,923
--------------------------------------------------------------------------------------------------------------------------
     50,000   Intermountain, UT Power Agency                       5.700      07/01/2017     07/01/2006 1           51,917
--------------------------------------------------------------------------------------------------------------------------
     10,000   St. George, UT Industrial Devel.
              (Albertson's)                                        5.400      07/15/2008     01/15/2006 1           10,008
--------------------------------------------------------------------------------------------------------------------------
  9,200,000   Tooele County, UT Hazardous Waste
              Treatment (Union Pacific Corp.)                      5.700      11/01/2026     04/28/2008 1        9,651,628
--------------------------------------------------------------------------------------------------------------------------
  1,385,000   UT HFA                                               5.950      01/01/2029     01/01/2007 1        1,421,536


                  61 | OPPENHEIMER LIMITED TERM MUNICIPAL FUND

STATEMENT OF INVESTMENTS  Continued
--------------------------------------------------------------------------------

                                                                                              EFFECTIVE
  PRINCIPAL                                                                                   MATURITY*              VALUE
     AMOUNT                                                       COUPON        MATURITY    (UNAUDITED)         SEE NOTE 1
--------------------------------------------------------------------------------------------------------------------------
UTAH Continued
$     5,000   UT HFA                                               6.150%     07/01/2025     01/01/2006 1   $        5,015
--------------------------------------------------------------------------------------------------------------------------
     35,000   UT HFA                                               6.450      07/01/2027     01/01/2008 1           35,240
--------------------------------------------------------------------------------------------------------------------------
     20,000   UT HFA (Colonial Pointe Apartments)                  6.750      07/20/2036     01/20/2006 1           20,683
--------------------------------------------------------------------------------------------------------------------------
     30,000   UT State Building Ownership Authority,
              Series A                                             5.750      08/15/2011     02/15/2006 1           30,295
--------------------------------------------------------------------------------------------------------------------------
     20,000   UT University Campus Facilities System,
              Series A                                             6.750      10/01/2014     10/01/2005 1           20,552
--------------------------------------------------------------------------------------------------------------------------
    150,000   Weber, UT Municipal Building Authority               5.750      12/15/2019     12/15/2005 1          152,421
--------------------------------------------------------------------------------------------------------------------------
     10,000   West Valley, UT Industrial Devel.
              (Albertson's)                                        6.350      10/01/2008     10/01/2005 1           10,122
--------------------------------------------------------------------------------------------------------------------------
    100,000   West Valley, UT Industrial Devel.
              (Albertson's)                                        6.400      10/01/2009     10/01/2005 1          101,206
                                                                                                            --------------
                                                                                                                24,922,195
--------------------------------------------------------------------------------------------------------------------------
VERMONT--0.1%
     40,000   VT E&HBFA (Lyndon Institute)                         6.000      12/01/2006     06/13/2006 3           40,589
--------------------------------------------------------------------------------------------------------------------------
     50,000   VT E&HBFA (Lyndon Institute)                         6.600      12/01/2014     12/01/2006 1           51,997
--------------------------------------------------------------------------------------------------------------------------
     15,000   VT E&HBFA (Middlebury College)                       5.375      11/01/2026     11/01/2006 1           15,589
--------------------------------------------------------------------------------------------------------------------------
     35,000   VT HFA (Multifamily Hsg.), Series A                  5.750      02/15/2029     02/15/2009 1           35,925
--------------------------------------------------------------------------------------------------------------------------
  1,675,000   VT HFA (Single Family)                               5.450      05/01/2026     11/01/2009 1        1,716,507
--------------------------------------------------------------------------------------------------------------------------
     75,000   VT HFA (Single Family), Series 11A                   5.900      05/01/2019     07/15/2006 2           75,187
--------------------------------------------------------------------------------------------------------------------------
    300,000   VT HFA (Single Family), Series 7A                    6.250      11/01/2022     11/01/2005 1          307,203
--------------------------------------------------------------------------------------------------------------------------
      5,000   VT HFA (Single Family), Series 9                     5.900      05/01/2029     06/01/2009 1            5,155
                                                                                                            --------------
                                                                                                                 2,248,152
--------------------------------------------------------------------------------------------------------------------------
VIRGINIA--3.0%
     25,000   Alexandria, VA IDA (Alexandria Hospital)             5.500      07/01/2014     01/01/2006 1           25,035
--------------------------------------------------------------------------------------------------------------------------
    230,000   Alexandria, VA IDA Pollution Control
              (Potomac Electric Power Company)                     5.375      02/15/2024     02/15/2006 1          231,743
--------------------------------------------------------------------------------------------------------------------------
     40,000   Alexandria, VA IDA Pollution Control
              (Potomac Electric Power Company)                     5.375      02/15/2024     02/15/2006 1           40,216
--------------------------------------------------------------------------------------------------------------------------
     75,000   Alexandria, VA Redevel. & Hsg. Authority
              (Buckingham Village Apartments)                      5.500      01/01/2029     01/01/2006 1           76,730
--------------------------------------------------------------------------------------------------------------------------
  2,975,000   Fairfax County, VA Redevel. & Hsg. Authority
              (Burke Shire Commons)                                7.600      10/01/2036     10/01/2006 1        3,173,016
--------------------------------------------------------------------------------------------------------------------------
     50,000   Hanover County, VA IDA
              (Bon Secours Health System)                          5.500      08/15/2025     02/15/2006 1           51,103
--------------------------------------------------------------------------------------------------------------------------
     55,000   Hanover County, VA IDA
              (Memorial Regional Medical Center)                   5.500      08/15/2025     02/15/2006 1           56,213
--------------------------------------------------------------------------------------------------------------------------
     25,000   Loudoun County, VA IDA
              (George Washington University)                       6.250      05/15/2022     11/15/2005 1           25,045
--------------------------------------------------------------------------------------------------------------------------
     10,000   Manassas, VA GO, Series B 5                          6.000      05/01/2014     11/01/2005 1           10,222
--------------------------------------------------------------------------------------------------------------------------
     25,000   Norfolk, VA Water                                    5.375      11/01/2023     11/01/2005 1           25,043
--------------------------------------------------------------------------------------------------------------------------
  1,000,000   Norfolk, VA Water                                    5.875      11/01/2020     11/01/2005 1        1,022,220


                  62 | OPPENHEIMER LIMITED TERM MUNICIPAL FUND

                                                                                              EFFECTIVE
  PRINCIPAL                                                                                   MATURITY*              VALUE
     AMOUNT                                                       COUPON        MATURITY    (UNAUDITED)         SEE NOTE 1
--------------------------------------------------------------------------------------------------------------------------
VIRGINIA Continued
$   105,000   Norfolk, VA Water                                    5.900%     11/01/2025     11/01/2005 1   $      107,332
--------------------------------------------------------------------------------------------------------------------------
  5,100,000   Pittsylvania County, VA IDA
              (Multitrade of Pittsylvania)                         7.450      01/01/2009     01/01/2006 1        5,276,205
--------------------------------------------------------------------------------------------------------------------------
  5,200,000   Pittsylvania County, VA IDA
              (Multitrade of Pittsylvania)                         7.500      01/01/2014     01/01/2006 1        5,381,948
--------------------------------------------------------------------------------------------------------------------------
  6,750,000   Pittsylvania County, VA IDA
              (Multitrade of Pittsylvania)                         7.550      01/01/2019     01/01/2006 1        6,978,893
--------------------------------------------------------------------------------------------------------------------------
  9,950,000   Pocahontas Parkway Assoc., VA
              (Route 895 Connector Toll Road)                      5.000      08/15/2010     08/15/2010         10,255,067
--------------------------------------------------------------------------------------------------------------------------
  7,400,000   Pocahontas Parkway Assoc., VA
              (Route 895 Connector Toll Road)                      5.000      08/15/2011     08/15/2010 1        7,594,176
--------------------------------------------------------------------------------------------------------------------------
  3,100,000   Pocahontas Parkway Assoc., VA
              (Route 895 Connector Toll Road)                      5.250      08/15/2008     08/15/2008          3,204,532
--------------------------------------------------------------------------------------------------------------------------
    330,000   Pocahontas Parkway Assoc., VA
              (Route 895 Connector Toll Road)                      5.430 6    08/15/2017     08/15/2010 1          175,652
--------------------------------------------------------------------------------------------------------------------------
  2,000,000   Pocahontas Parkway Assoc., VA
              (Route 895 Connector Toll Road)                      5.510 6    08/15/2016     08/15/2010 1        1,107,940
--------------------------------------------------------------------------------------------------------------------------
  1,615,000   Pocahontas Parkway Assoc., VA
              (Route 895 Connector Toll Road)                      5.520 6    08/15/2021     08/15/2010 1          670,661
--------------------------------------------------------------------------------------------------------------------------
    235,000   Pocahontas Parkway Assoc., VA
              (Route 895 Connector Toll Road)                      5.620 6    08/15/2018     08/15/2010 1          115,921
--------------------------------------------------------------------------------------------------------------------------
  1,570,000   Pocahontas Parkway Assoc., VA
              (Route 895 Connector Toll Road)                      5.630 6    08/15/2020     08/15/2010 1          695,777
--------------------------------------------------------------------------------------------------------------------------
     35,000   Pocahontas Parkway Assoc., VA
              (Route 895 Connector Toll Road)                      5.630 6    08/15/2024     08/15/2010 1           11,982
--------------------------------------------------------------------------------------------------------------------------
    100,000   Pocahontas Parkway Assoc., VA
              (Route 895 Connector Toll Road)                      6.100 6    08/15/2014     08/15/2010 1           62,559
--------------------------------------------------------------------------------------------------------------------------
     25,000   Portsmouth, VA Redevel. & Hsg. Authority
              (Chowan Apartments)                                  5.850      12/20/2030     08/20/2007 1           25,907
--------------------------------------------------------------------------------------------------------------------------
    100,000   Richmond, VA IDA (Virginia Commonwealth
              University Real Estate Foundation)                   5.550      01/01/2031     01/01/2013 1          105,978
--------------------------------------------------------------------------------------------------------------------------
     55,000   Richmond, VA Redevel. & Hsg. Authority
              (Tobacco Row)                                        7.400      11/20/2031     11/20/2005 1           55,087
--------------------------------------------------------------------------------------------------------------------------
     60,000   Southampton County, VA IDA Medical
              Facilities Mtg.                                      5.625      01/15/2022     07/15/2009 1           63,127
--------------------------------------------------------------------------------------------------------------------------
  1,000,000   VA Gateway Community Devel. Authority                6.375      03/01/2030     03/01/2013 1        1,099,490
--------------------------------------------------------------------------------------------------------------------------
     50,000   VA Hsg. Devel. Authority, Series E                   5.700      05/01/2011     01/01/2006 1           51,196
--------------------------------------------------------------------------------------------------------------------------
     45,000   VA Hsg. Devel. Authority, Series J                   6.250      05/01/2015     01/01/2007 1           46,481
--------------------------------------------------------------------------------------------------------------------------
     10,000   Virginia Beach, VA Water & Sewer                     5.125      02/01/2014     02/01/2006 1           10,073
                                                                                                            --------------
                                                                                                                47,832,570
--------------------------------------------------------------------------------------------------------------------------
WASHINGTON--2.2%
     25,000   Grant County, WA Public Utility District             5.875      01/01/2016     01/01/2006 1           25,647
--------------------------------------------------------------------------------------------------------------------------
  3,485,000   Grant County, WA Public Utility District
              No. 2 (Priest Rapids Hydro Electricity)              5.900      01/01/2021     01/01/2006 1        3,575,366


                  63 | OPPENHEIMER LIMITED TERM MUNICIPAL FUND

STATEMENT OF INVESTMENTS  Continued
--------------------------------------------------------------------------------

                                                                                              EFFECTIVE
  PRINCIPAL                                                                                   MATURITY*              VALUE
     AMOUNT                                                       COUPON        MATURITY    (UNAUDITED)         SEE NOTE 1
--------------------------------------------------------------------------------------------------------------------------
WASHINGTON Continued
$    15,000   King County, WA Hsg. Authority
              (Cascadian Apartments)                               6.850%     07/01/2024     01/01/2006 1   $       15,047
--------------------------------------------------------------------------------------------------------------------------
    100,000   King County, WA Hsg. Authority
              (Fairwood Apartments)                                6.000      12/01/2025     12/01/2005 1          101,085
--------------------------------------------------------------------------------------------------------------------------
    105,000   Pend Oreille County, WA Public Utility
              District No. 1, Series A                             6.375      01/01/2015     01/01/2006 1          107,540
--------------------------------------------------------------------------------------------------------------------------
     75,000   Pierce County, WA Hsg. Authority                     5.800      12/01/2023     12/01/2008 1           77,198
--------------------------------------------------------------------------------------------------------------------------
     20,000   Port of Seattle, WA, Series B                        5.750      09/01/2017     09/01/2006 1           20,592
--------------------------------------------------------------------------------------------------------------------------
    945,000   Seattle, WA Hsg. Authority
              (Hilltop Manor/Spring Manor)                         5.375      10/20/2018     03/16/2013 2        1,029,162
--------------------------------------------------------------------------------------------------------------------------
  1,545,000   Seattle, WA Hsg. Authority
              (Hilltop Manor/Spring Manor)                         5.875      10/20/2028     10/20/2013 1        1,732,007
--------------------------------------------------------------------------------------------------------------------------
     25,000   Tacoma, WA Hsg. Authority
              (Polynesia Village Apartments)                       5.900      06/01/2029     12/01/2006 1           25,630
--------------------------------------------------------------------------------------------------------------------------
  1,500,000   Vancouver, WA Downtown Redevel.
              Authority (Conference Center)                        6.000      01/01/2028     01/01/2014 1        1,637,895
--------------------------------------------------------------------------------------------------------------------------
  2,175,000   WA Economic Devel. Finance Authority
              (Lindal Cedar Homes)                                 5.800      11/01/2017     11/01/2005 1        2,262,870
--------------------------------------------------------------------------------------------------------------------------
    100,000   WA Health Care Facilities Authority
              (Harrison Memorial Hospital)                         5.300      08/15/2014     02/15/2006 1          100,812
--------------------------------------------------------------------------------------------------------------------------
     25,000   WA Health Care Facilities Authority
              (Highline Community Hospital)                        5.500      08/15/2014     02/15/2006 1           25,300
--------------------------------------------------------------------------------------------------------------------------
    695,000   WA HFC (Antioch University)                          6.350      01/01/2027     01/01/2006 1          714,947
--------------------------------------------------------------------------------------------------------------------------
     25,000   WA HFC (Clare House Apartments)                      5.750      07/01/2030     07/01/2008 1           25,813
--------------------------------------------------------------------------------------------------------------------------
     50,000   WA HFC (Presbyterian Ministries)                     5.300      01/01/2019     01/01/2009 1           51,562
--------------------------------------------------------------------------------------------------------------------------
     15,000   WA HFC (Single Family)                               5.250      12/01/2017     06/01/2008 1           15,401
--------------------------------------------------------------------------------------------------------------------------
     40,000   WA HFC (Virginia Mason Research Center)              5.700      01/01/2024     01/01/2010 1           41,709
--------------------------------------------------------------------------------------------------------------------------
     35,000   WA Higher Education Facilities Authority
              (Pacific Lutheran University)                        5.700      11/01/2026     11/01/2006 1           36,537
--------------------------------------------------------------------------------------------------------------------------
 14,990,000   WA Tobacco Settlement Authority (TASC)               6.500      06/01/2026     06/01/2013 1       16,622,861
--------------------------------------------------------------------------------------------------------------------------
  5,040,000   WA Tobacco Settlement Authority (TASC)               6.625      06/01/2032     06/01/2013 1        5,629,075
                                                                                                            --------------
                                                                                                                33,874,056
--------------------------------------------------------------------------------------------------------------------------
WEST VIRGINIA--0.2%
     70,000   Braxton County, WV Solid Waste Disposal
              (Weyerhaeuser Company)                               5.800      06/01/2027     07/29/2007 1           72,717
--------------------------------------------------------------------------------------------------------------------------
  1,090,000   Braxton County, WV Solid Waste Disposal
              (Weyerhaeuser Company)                               6.125      04/01/2026     10/23/2006 1        1,138,243
--------------------------------------------------------------------------------------------------------------------------
     10,000   Harrison County, WV
              (Potomac Edison Company) 7                           6.250      05/01/2023     05/01/2006 1           10,188
--------------------------------------------------------------------------------------------------------------------------
     20,000   Harrison County, WV
              (West Penn Power Company)                            6.300      05/01/2023     05/01/2006 1           20,382
--------------------------------------------------------------------------------------------------------------------------
     15,000   Huntington, WV Sewer                                 5.375      11/01/2023     11/01/2005 1           15,027


                  64 | OPPENHEIMER LIMITED TERM MUNICIPAL FUND

                                                                                              EFFECTIVE
  PRINCIPAL                                                                                   MATURITY*              VALUE
     AMOUNT                                                       COUPON        MATURITY    (UNAUDITED)         SEE NOTE 1
--------------------------------------------------------------------------------------------------------------------------
WEST VIRGINIA Continued
$    50,000   Jefferson County, WV Residential Mtg.,
              Series A 7                                           7.750%     01/01/2007     01/01/2006 1   $       50,019
--------------------------------------------------------------------------------------------------------------------------
  2,000,000   Monongalia County, WV Pollution Control
              (Potomac Edison Company)                             5.950      04/01/2013     04/01/2006 1        2,037,460
--------------------------------------------------------------------------------------------------------------------------
    260,000   Monongalia County, WV Pollution Control
              (West Penn Power Company)                            5.950      04/01/2013     10/01/2005 1          261,986
--------------------------------------------------------------------------------------------------------------------------
     25,000   Pleasants County, WV Pollution Control
              (West Penn Power Company)                            5.500      04/01/2029     04/01/2009 1           26,453
--------------------------------------------------------------------------------------------------------------------------
     35,000   WV Hsg. Devel., Series B                             5.350      11/01/2032     05/01/2010 1           35,611
--------------------------------------------------------------------------------------------------------------------------
     30,000   WV Water Devel. Authority, Series B                  5.250      11/01/2035     11/01/2005 1           30,643
                                                                                                            --------------
                                                                                                                 3,698,729
--------------------------------------------------------------------------------------------------------------------------
WISCONSIN--5.0%
     30,000   Ashwaubenon, WI Industrial Devel.
              (Shopko Stores)                                      6.400      05/01/2008     11/01/2005 1           30,025
--------------------------------------------------------------------------------------------------------------------------
  1,325,000   Badger, WI Tobacco Asset Securitization
              Corp.                                                6.000      06/01/2017     06/01/2012 1        1,439,520
--------------------------------------------------------------------------------------------------------------------------
 30,175,000   Badger, WI Tobacco Asset Securitization
              Corp.                                                6.125      06/01/2027     01/23/2010 2       32,280,612
--------------------------------------------------------------------------------------------------------------------------
 25,020,000   Badger, WI Tobacco Asset Securitization
              Corp. 5                                              6.375      06/01/2032     06/01/2012 1       27,207,248
--------------------------------------------------------------------------------------------------------------------------
    515,000   Badger, WI Tobacco Asset Securitization
              Corp.                                                7.000      06/01/2028     06/01/2012 1          587,316
--------------------------------------------------------------------------------------------------------------------------
     85,000   Janesville, WI Industrial Devel.
              (Paramount Communications)                           7.000      10/15/2017     10/15/2005 1           86,925
--------------------------------------------------------------------------------------------------------------------------
     30,000   Milwaukee County, WI Airport, Series A               6.000      12/01/2015     12/01/2006 1           30,911
--------------------------------------------------------------------------------------------------------------------------
     25,000   Oak Creek, WI Hsg. Authority (Wood Creek)            5.140 6    01/20/2010     01/20/2006 1           19,807
--------------------------------------------------------------------------------------------------------------------------
    125,000   Superior, WI Water Supply Facilities
              (Superior Water, Light & Power Company)              6.125      11/01/2021     11/01/2006 1          128,824
--------------------------------------------------------------------------------------------------------------------------
    400,000   WI GO                                                5.300      05/01/2023     05/01/2008 1          400,756
--------------------------------------------------------------------------------------------------------------------------
     30,000   WI GO                                                5.500      11/01/2026     11/01/2008 1           30,833
--------------------------------------------------------------------------------------------------------------------------
  2,695,000   WI GO                                                5.750      11/01/2014     11/01/2005 1        2,701,549
--------------------------------------------------------------------------------------------------------------------------
    115,000   WI GO                                                6.000      05/01/2027     11/01/2006 1          117,004
--------------------------------------------------------------------------------------------------------------------------
  1,555,000   WI H&EFA
              (AHC/SLMC/HMH/AMCS Obligated Group)                  5.875      08/15/2026     08/15/2006 1        1,620,497
--------------------------------------------------------------------------------------------------------------------------
    340,000   WI H&EFA (Aurora Medical Group)                      5.750      11/15/2025     05/15/2006 1          351,618
--------------------------------------------------------------------------------------------------------------------------
     35,000   WI H&EFA
              (Franciscan Skemp Medical Center)                    6.125      11/15/2015     11/15/2005 1           35,811
--------------------------------------------------------------------------------------------------------------------------
  1,000,000   WI H&EFA (Hess Memorial Hospital Assoc.)             7.875      11/01/2022     11/01/2005 1        1,023,040
--------------------------------------------------------------------------------------------------------------------------
    110,000   WI H&EFA (Meriter Hospital)                          6.000      12/01/2017     12/01/2006 1          114,228
--------------------------------------------------------------------------------------------------------------------------
     25,000   WI Hsg. & Economic Devel. Authority                  5.800      11/01/2013     12/01/2005 1           25,360
--------------------------------------------------------------------------------------------------------------------------
  6,585,000   WI Hsg. & Economic Devel. Authority                  5.800      09/01/2017     07/01/2007 1        6,854,919
--------------------------------------------------------------------------------------------------------------------------
  3,445,000   WI Hsg. & Economic Devel. Authority                  6.000      09/01/2015     03/01/2008 1        3,478,520

                  65 | OPPENHEIMER LIMITED TERM MUNICIPAL FUND

STATEMENT OF INVESTMENTS  Continued
--------------------------------------------------------------------------------

                                                                                              EFFECTIVE
  PRINCIPAL                                                                                   MATURITY*              VALUE
     AMOUNT                                                       COUPON        MATURITY    (UNAUDITED)         SEE NOTE 1
--------------------------------------------------------------------------------------------------------------------------
WISCONSIN Continued
$   620,000   WI Hsg. & Economic Devel. Authority,
              Series A                                             5.650%     11/01/2023     10/01/2005 1   $      626,324
--------------------------------------------------------------------------------------------------------------------------
     25,000   WI Hsg. & Economic Devel. Authority,
              Series A                                             5.800      11/01/2013     12/01/2005 1           25,065
--------------------------------------------------------------------------------------------------------------------------
     35,000   WI Hsg. & Economic Devel. Authority,
              Series A                                             6.500      11/01/2026     07/01/2007 1           35,611
--------------------------------------------------------------------------------------------------------------------------
     35,000   WI Hsg. & Economic Devel. Authority,
              Series A                                             6.850      11/01/2012     01/01/2006 1           35,000
--------------------------------------------------------------------------------------------------------------------------
     15,000   WI Hsg. & Economic Devel. Authority,
              Series C                                             5.875      11/01/2019     12/01/2005 1           15,223
                                                                                                            --------------
                                                                                                                79,302,546
--------------------------------------------------------------------------------------------------------------------------
WYOMING--1.4%
    205,000   Jackson, WY National
              Rural Utilities Cooperative
              (Lower Valley Power & Light Company)                 5.875      05/01/2026     05/01/2007 1          211,402
--------------------------------------------------------------------------------------------------------------------------
     20,000   Lincoln County, WY Pollution Control
              (PacifiCorp)                                         5.625      11/01/2021     11/01/2005 1           20,034
--------------------------------------------------------------------------------------------------------------------------
 20,395,000   Sweetwater County, WY Pollution Control
              (Idaho Power Company) 5                              6.050      07/15/2026     07/15/2006 1       21,135,135
                                                                                                            --------------
                                                                                                                21,366,571
--------------------------------------------------------------------------------------------------------------------------
TOTAL INVESTMENTS, AT VALUE (COST $1,524,404,817)--101.8%                                                    1,599,382,673
--------------------------------------------------------------------------------------------------------------------------
LIABILITIES IN EXCESS OF OTHER ASSETS--(1.8)                                                                   (28,285,061)
                                                                                                            --------------
NET ASSETS--100.0%                                                                                          $1,571,097,612
                                                                                                            ==============

FOOTNOTES TO STATEMENT OF INVESTMENTS

* Call Date, Put Date or Average Life of Sinking Fund, if applicable, as
detailed.

1. Optional call date; corresponds to the most conservative yield calculation.

2. Average life due to mandatory, or expected, sinking fund principal payments
prior to the applicable optional call date.

3. Average life due to mandatory, or expected, sinking fund principal payments
prior to maturity.

4. Date of mandatory put.

5. Security has been segregated for collateral to cover borrowings. See Note 6
of Notes to Financial Statements.

6. Zero coupon bond reflects effective yield on the date of purchase.

7. Illiquid security. The aggregate value of illiquid securities as of September
30, 2005 was $89,110,555, which represents 5.67% of the Fund's net assets. See
Note 5 of Notes to Financial Statements.

8. Represents the current interest rate for a variable rate bond known as an
"inverse floater." See Note 1 of Notes to Financial Statements.

9. Represents the current interest rate for a variable or increasing rate
security.

10. Issue is in default. Non-income producing. See Note 1 of Notes to Financial
Statements.

11. When-issued security or forward commitment to be delivered and settled after
September 30, 2005. See Note 1 of Notes to Financial Statements.


                  66 | OPPENHEIMER LIMITED TERM MUNICIPAL FUND

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

ADA         Atlanta Development Authority

AHS         Adventist Health System

CAU         Clark Atlanta University

CDA         Communities Development Authority

CHB         Community Hospital of Bedford

COP         Certificates of Participation

DRIVERS     Derivative Inverse Tax Exempt Receipts

E&HBFA      Educational Health Buildings Financing Agency

EDA         Economic Development Authority

EDC         Economic Development Corporation

EDFA        Economic Development Finance Authority

EF&CD       Environmental Facilities and Community Development

FHA         Federal Housing Agency

FHW         Florida Hospital/Waterman

FNMA        Federal National Mortgage Association

GO          General Obligation

H&EFA       Health and Educational Facilities Authority

H&HEFA      Hospitals and Higher Education Facilities Authority

HDA         Hospital Development Authority

HDC         Housing Development Corp.

HE&H        Higher Educational and Health

HFA         Housing Finance Agency/Authority

HFC         Housing Finance Corp.

HFDC        Health Facilities Development Corp.

IDA         Industrial Development Agency

IFPCFA      Industrial Facilities and Pollution Control Financing Authority

INFLOS      Inverse Floating Rate Securities

IRS         Inverse Rate Security

JCH         Jellico Community Hospital

MAH         Metroplex Adventist Hospital

MH          Memorial Hospital

NYC         New York City

PARS        Periodic Auction Reset Securities

RITES       Residual Interest Tax Exempt Security

ROLs        Residual Option Longs

TASC        Tobacco Settlement Asset-Backed Bonds

UHC         University Hospitals of Cleveland

UHHS        University Hospitals Health System

UM          University-Mednet

V.I.        United States Virgin Islands

--------------------------------------------------------------------------------
SUMMARY OF RATINGS  September 30, 2005 / Unaudited
--------------------------------------------------------------------------------

DISTRIBUTION OF INVESTMENTS BY RATING CATEGORY, AS A PERCENTAGE OF TOTAL
INVESTMENTS AT VALUE, IS AS FOLLOWS:

RATINGS                                                                 PERCENT
--------------------------------------------------------------------------------
AAA                                                                        24.9%
AA                                                                          5.0
A                                                                          11.4
BBB                                                                        53.8
BB                                                                          2.1
B                                                                           1.9
Not Rated                                                                   0.9
                                                                          ------
Total                                                                     100.0%
                                                                          ======

Bonds rated by any nationally recognized statistical rating organization are
included in the equivalent Standard & Poor's rating category. As a general
matter, unrated bonds may be backed by mortgage liens or equipment liens on the
underlying property, and also may be guaranteed. Bonds which are backed by a
letter of credit or by other financial institutions or agencies may be assigned
an investment-grade rating by the Manager, which reflects the quality of the
guarantor, institution or agency. Unrated bonds may also be assigned a rating
when the issuer has rated bonds outstanding with comparable credit
characteristics, or when, in the opinion of the Manager, the bond itself
possesses credit characteristics which allow for rating. The unrated bonds in
the portfolio are predominantly smaller issuers which have not applied for a
bond rating. Only those unrated bonds which subsequent to purchase have not been
designated investment grade by the Manager are included in the "Not Rated"
category.

SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.


                  67 | OPPENHEIMER LIMITED TERM MUNICIPAL FUND

STATEMENT OF ASSETS AND LIABILITIES  September 30, 2005
--------------------------------------------------------------------------------

-----------------------------------------------------------------------------------------------------------
ASSETS
-----------------------------------------------------------------------------------------------------------
Investments, at value (cost $1,524,404,817)--see accompanying statement of investments     $ 1,599,382,673
-----------------------------------------------------------------------------------------------------------
Cash                                                                                             2,817,659
-----------------------------------------------------------------------------------------------------------
Receivables and other assets:
Interest                                                                                        29,525,455
Investments sold                                                                                26,501,139
Shares of beneficial interest sold                                                               9,356,767
Other                                                                                              124,275
                                                                                           ----------------
Total assets                                                                                 1,667,707,968

-----------------------------------------------------------------------------------------------------------
LIABILITIES
-----------------------------------------------------------------------------------------------------------
Payables and other liabilities:
Payable on borrowings (See Note 6)                                                              64,400,000
Investments purchased (including $15,715,650 purchased on a when-issued basis
or forward commitment)                                                                          25,027,465
Shares of beneficial interest redeemed                                                           5,278,225
Distribution and service plan fees                                                                 917,368
Dividends                                                                                          542,992
Interest expense                                                                                   165,484
Transfer and shareholder servicing agent fees                                                       70,356
Shareholder communications                                                                          33,899
Trustees' compensation                                                                              17,434
Other                                                                                              157,133
                                                                                           ----------------
Total liabilities                                                                               96,610,356

-----------------------------------------------------------------------------------------------------------
NET ASSETS                                                                                 $ 1,571,097,612
                                                                                           ================

-----------------------------------------------------------------------------------------------------------
COMPOSITION OF NET ASSETS
-----------------------------------------------------------------------------------------------------------
Par value of shares of beneficial interest                                                 $        99,195
-----------------------------------------------------------------------------------------------------------
Additional paid-in capital                                                                   1,504,106,861
-----------------------------------------------------------------------------------------------------------
Accumulated net investment income                                                                  346,695
-----------------------------------------------------------------------------------------------------------
Accumulated net realized loss on investments                                                    (8,432,995)
-----------------------------------------------------------------------------------------------------------
Net unrealized appreciation on investments                                                      74,977,856
                                                                                           ----------------
NET ASSETS                                                                                 $ 1,571,097,612
                                                                                           ================


                  68 | OPPENHEIMER LIMITED TERM MUNICIPAL FUND

----------------------------------------------------------------------------------------------------------
NET ASSET VALUE PER SHARE
----------------------------------------------------------------------------------------------------------
Class A Shares:
Net asset value and redemption price per share (based on net assets of $943,009,712 and
59,479,823 shares of beneficial interest outstanding)                                               $15.85
Maximum offering price per share (net asset value plus sales charge of 3.50% of offering price)     $16.42
----------------------------------------------------------------------------------------------------------
Class B Shares:
Net asset value, redemption price (excludes applicable contingent deferred sales charge)
and offering price per share (based on net assets of $105,404,394 and 6,652,602 shares
of beneficial interest outstanding)                                                                 $15.84
----------------------------------------------------------------------------------------------------------
Class C Shares:
Net asset value, redemption price (excludes applicable contingent deferred sales charge)
and offering price per share (based on net assets of $522,683,506 and 33,062,669 shares
of beneficial interest outstanding)                                                                 $15.81

SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.


                  69 | OPPENHEIMER LIMITED TERM MUNICIPAL FUND

STATEMENT OF OPERATIONS  For the Year Ended September 30, 2005
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
INVESTMENT INCOME
--------------------------------------------------------------------------------
Interest                                                           $ 64,081,609
--------------------------------------------------------------------------------
Other income                                                              1,221
                                                                   -------------
Total investment income                                              64,082,830

--------------------------------------------------------------------------------
EXPENSES
--------------------------------------------------------------------------------
Management fees                                                       5,024,305
--------------------------------------------------------------------------------
Distribution and service plan fees:
Class A                                                               1,697,563
Class B                                                               1,013,893
Class C                                                               4,056,785
--------------------------------------------------------------------------------
Transfer and shareholder servicing agent fees:
Class A                                                                 392,933
Class B                                                                  67,638
Class C                                                                 185,728
--------------------------------------------------------------------------------
Shareholder communications:
Class A                                                                  57,338
Class B                                                                  10,644
Class C                                                                  25,745
--------------------------------------------------------------------------------
Interest expense                                                      1,768,024
--------------------------------------------------------------------------------
Custodian fees and expenses                                              41,824
--------------------------------------------------------------------------------
Trustees' compensation                                                   23,497
--------------------------------------------------------------------------------
Accounting service fees                                                  12,000
--------------------------------------------------------------------------------
Other                                                                   488,233
                                                                   -------------
Total expenses                                                       14,866,150
Less reduction to custodian expenses                                     (8,098)
                                                                   -------------
Net expenses                                                         14,858,052

--------------------------------------------------------------------------------
NET INVESTMENT INCOME                                                49,224,778

--------------------------------------------------------------------------------
REALIZED AND UNREALIZED GAIN
--------------------------------------------------------------------------------
Net realized gain on investments                                      2,044,764
--------------------------------------------------------------------------------
Net change in unrealized appreciation on investments                 45,618,880

--------------------------------------------------------------------------------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS               $ 96,888,422
                                                                   =============

SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.


                  70 | OPPENHEIMER LIMITED TERM MUNICIPAL FUND

STATEMENTS OF CHANGES IN NET ASSETS
--------------------------------------------------------------------------------

YEAR ENDED SEPTEMBER 30,                                                                   2005               2004
-------------------------------------------------------------------------------------------------------------------
OPERATIONS
-------------------------------------------------------------------------------------------------------------------
Net investment income                                                           $    49,224,778      $  32,152,587
-------------------------------------------------------------------------------------------------------------------
Net realized gain                                                                     2,044,764            878,728
-------------------------------------------------------------------------------------------------------------------
Net change in unrealized appreciation                                                45,618,880         19,096,316
                                                                                -----------------------------------
Net increase in net assets resulting from operations                                 96,888,422         52,127,631

-------------------------------------------------------------------------------------------------------------------
DIVIDENDS AND/OR DISTRIBUTIONS TO SHAREHOLDERS
-------------------------------------------------------------------------------------------------------------------
Dividends from net investment income:
Class A                                                                             (30,193,605)       (18,785,887)
Class B                                                                              (3,723,292)        (3,648,251)
Class C                                                                             (14,851,865)       (10,544,966)

-------------------------------------------------------------------------------------------------------------------
BENEFICIAL INTEREST TRANSACTIONS
-------------------------------------------------------------------------------------------------------------------
Net increase in net assets resulting from beneficial interest transactions:
Class A                                                                             423,618,142        221,271,819
Class B                                                                               5,780,444         21,953,938
Class C                                                                             199,543,306        136,270,059

-------------------------------------------------------------------------------------------------------------------
NET ASSETS
-------------------------------------------------------------------------------------------------------------------
Total increase                                                                      677,061,552        398,644,343
-------------------------------------------------------------------------------------------------------------------
Beginning of period                                                                 894,036,060        495,391,717
                                                                                -----------------------------------
End of period (including accumulated net investment income
(loss) of $346,695 and $(109,321), respectively)                                $ 1,571,097,612      $ 894,036,060
                                                                                ===================================

SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.


                  71 | OPPENHEIMER LIMITED TERM MUNICIPAL FUND

STATEMENT OF CASH FLOWS  For the Year Ended September 30, 2005
--------------------------------------------------------------------------------

----------------------------------------------------------------------------------------
CASH FLOWS FROM OPERATING ACTIVITIES
----------------------------------------------------------------------------------------
Net increase in net assets from operations                              $    96,888,422
----------------------------------------------------------------------------------------
Adjustments to reconcile net increase in net assets from operations
to net cash used in operating activities:
Purchase of investment securities                                        (1,083,918,943)
Proceeds from disposition of investment securities                          412,482,207
Premium amortization                                                         12,381,463
Discount accretion                                                             (467,946)
Net realized gain on investments                                             (2,044,764)
Net change in unrealized appreciation on investments                        (45,618,880)
Increase in interest receivable                                             (10,683,203)
Increase in receivable for securities sold                                  (13,950,920)
Increase in other assets                                                        (64,980)
Increase in payable for securities purchased                                 18,125,993
Increase in payable for accrued expenses                                        681,401
                                                                        ----------------
Net cash used in operating activities                                      (616,190,150)

----------------------------------------------------------------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES
----------------------------------------------------------------------------------------
Proceeds from bank borrowing                                                555,900,000
Payments on bank borrowing                                                 (518,900,000)
Proceeds from shares sold                                                   824,095,543
Payment on shares redeemed                                                 (223,717,760)
Cash distributions paid                                                     (18,947,313)
                                                                        ----------------
Net cash provided by financing activities                                   618,430,470
----------------------------------------------------------------------------------------
Net increase in cash                                                          2,240,320
----------------------------------------------------------------------------------------
Cash, beginning balance                                                         577,339
                                                                        ----------------
Cash, ending balance                                                    $     2,817,659
                                                                        ================

Supplemental disclosure of cash flow information:

Noncash financing activities not included herein consist of reinvestment of
dividends and distributions of $30,130,174.

Cash paid for interest on bank borrowings--$1,660,618.

SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.


                  72 | OPPENHEIMER LIMITED TERM MUNICIPAL FUND

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

CLASS A      YEAR ENDED SEPTEMBER 30,                     2005             2004             2003             2002             2001
-----------------------------------------------------------------------------------------------------------------------------------
PER SHARE OPERATING DATA
-----------------------------------------------------------------------------------------------------------------------------------
Net asset value, beginning of period                  $  15.18         $  14.70         $  14.86         $  14.71         $  14.28
-----------------------------------------------------------------------------------------------------------------------------------
Income (loss) from investment operations:
Net investment income                                      .69 1            .73              .79              .73              .73
Net realized and unrealized gain (loss)                    .68              .51             (.16)             .14              .42
                                                      -----------------------------------------------------------------------------
Total from investment operations                          1.37             1.24              .63              .87             1.15
-----------------------------------------------------------------------------------------------------------------------------------
Dividends and/or distributions to shareholders:
Dividends from net investment income                      (.70)            (.76)            (.79)            (.72)            (.72)
-----------------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period                        $  15.85         $  15.18         $  14.70         $  14.86         $  14.71
                                                      =============================================================================

-----------------------------------------------------------------------------------------------------------------------------------
TOTAL RETURN, AT NET ASSET VALUE 2                        9.17%            8.62%            4.19%            6.17%            8.22%
-----------------------------------------------------------------------------------------------------------------------------------

-----------------------------------------------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA
-----------------------------------------------------------------------------------------------------------------------------------
Net assets, end of period (in thousands)              $943,010         $491,985         $260,413         $112,312         $100,734
-----------------------------------------------------------------------------------------------------------------------------------
Average net assets (in thousands)                     $691,251         $371,845         $184,574         $100,220         $ 97,558
-----------------------------------------------------------------------------------------------------------------------------------
Ratios to average net assets: 3
Net investment income                                     4.41%            4.94%            5.36%            5.02%            5.02%
Total expenses                                            0.93%            0.96%            1.00%            0.92%            0.94%
Expenses after payments and waivers and
reduction to custodian expenses                           0.92%            0.96%            1.00%            0.89% 4          0.94%
-----------------------------------------------------------------------------------------------------------------------------------
Portfolio turnover rate                                     29%              33%              78%             100%              32%

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

2. Assumes an investment on the business day before the first day of the fiscal
period, with all dividends and distributions reinvested in additional shares on
the reinvestment date, and redemption at the net asset value calculated on the
last business day of the fiscal period. Sales charges are not reflected in the
total returns. Total returns are not annualized for periods of less than one
full year. Returns do not reflect the deduction of taxes that a shareholder
would pay on Fund distributions or the redemption of Fund shares.

3. Annualized for periods of less than one full year.

4. Excludes interest expense.

SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.


                  73 | OPPENHEIMER LIMITED TERM MUNICIPAL FUND

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

CLASS B      YEAR ENDED SEPTEMBER 30,                     2005             2004             2003             2002             2001
-----------------------------------------------------------------------------------------------------------------------------------
PER SHARE OPERATING DATA
-----------------------------------------------------------------------------------------------------------------------------------
Net asset value, beginning of period                  $  15.17         $  14.69         $  14.85         $  14.70         $  14.28
-----------------------------------------------------------------------------------------------------------------------------------
Income (loss) from investment operations:
Net investment income                                      .58 1            .63              .69              .62              .62
Net realized and unrealized gain (loss)                    .67              .50             (.18)             .15              .41
                                                      -----------------------------------------------------------------------------
Total from investment operations                          1.25             1.13              .51              .77             1.03
-----------------------------------------------------------------------------------------------------------------------------------
Dividends and/or distributions to shareholders:
Dividends from net investment income                      (.58)            (.65)            (.67)            (.62)            (.61)
-----------------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period                        $  15.84         $  15.17         $  14.69         $  14.85         $  14.70
                                                      =============================================================================

-----------------------------------------------------------------------------------------------------------------------------------
TOTAL RETURN, AT NET ASSET VALUE 2                        8.34%            7.81%            3.40%            5.38%            7.34%
-----------------------------------------------------------------------------------------------------------------------------------

-----------------------------------------------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA
-----------------------------------------------------------------------------------------------------------------------------------
Net assets, end of period (in thousands)              $105,404         $ 95,267         $ 70,742         $ 24,086         $ 19,519
-----------------------------------------------------------------------------------------------------------------------------------
Average net assets (in thousands)                     $101,504         $ 84,577         $ 47,571         $ 20,967         $ 18,479
-----------------------------------------------------------------------------------------------------------------------------------
Ratios to average net assets: 3
Net investment income                                     3.70%            4.21%            4.60%            4.27%            4.25%
Total expenses                                            1.69%            1.72%            1.77%            1.68%            1.70%
Expenses after payments and waivers and
reduction to custodian expenses                           1.69%            1.72%            1.77%            1.65% 4          1.70%
-----------------------------------------------------------------------------------------------------------------------------------
Portfolio turnover rate                                     29%              33%              78%             100%              32%

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

2. Assumes an investment on the business day before the first day of the fiscal
period, with all dividends and distributions reinvested in additional shares on
the reinvestment date, and redemption at the net asset value calculated on the
last business day of the fiscal period. Sales charges are not reflected in the
total returns. Total returns are not annualized for periods of less than one
full year. Returns do not reflect the deduction of taxes that a shareholder
would pay on Fund distributions or the redemption of Fund shares.

3. Annualized for periods of less than one full year.

4. Excludes interest expense.

SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.


                  74 | OPPENHEIMER LIMITED TERM MUNICIPAL FUND

CLASS C      YEAR ENDED SEPTEMBER 30,                     2005             2004             2003             2002             2001
-----------------------------------------------------------------------------------------------------------------------------------
PER SHARE OPERATING DATA
-----------------------------------------------------------------------------------------------------------------------------------
Net asset value, beginning of period                  $  15.14         $  14.66         $  14.82         $  14.68         $  14.25
-----------------------------------------------------------------------------------------------------------------------------------
Income (loss) from investment operations:
Net investment income                                      .57 1            .63              .69              .62              .62
Net realized and unrealized gain (loss)                    .68              .50             (.18)             .14              .42
                                                      -----------------------------------------------------------------------------
Total from investment operations                          1.25             1.13              .51              .76             1.04
-----------------------------------------------------------------------------------------------------------------------------------
Dividends and/or distributions to shareholders:
Dividends from net investment income                      (.58)            (.65)            (.67)            (.62)            (.61)
-----------------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period                        $  15.81         $  15.14         $  14.66         $  14.82         $  14.68
                                                      =============================================================================

-----------------------------------------------------------------------------------------------------------------------------------
TOTAL RETURN, AT NET ASSET VALUE 2                        8.38%            7.85%            3.42%            5.32%            7.43%
-----------------------------------------------------------------------------------------------------------------------------------

-----------------------------------------------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA
-----------------------------------------------------------------------------------------------------------------------------------
Net assets, end of period (in thousands)              $522,684         $306,784         $164,236         $ 25,349         $ 19,604
-----------------------------------------------------------------------------------------------------------------------------------
Average net assets (in thousands)                     $406,498         $243,380         $ 93,199         $ 21,058         $ 17,692
-----------------------------------------------------------------------------------------------------------------------------------
Ratios to average net assets: 3
Net investment income                                     3.68%            4.20%            4.62%            4.27%            4.25%
Total expenses                                            1.66%            1.69%            1.75%            1.68%            1.70%
Expenses after payments and waivers and
reduction to custodian expenses                           1.66%            1.69%            1.75%            1.65% 4          1.70%
-----------------------------------------------------------------------------------------------------------------------------------
Portfolio turnover rate                                     29%              33%              78%             100%              32%

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

2. Assumes an investment on the business day before the first day of the fiscal
period, with all dividends and distributions reinvested in additional shares on
the reinvestment date, and redemption at the net asset value calculated on the
last business day of the fiscal period. Sales charges are not reflected in the
total returns. Total returns are not annualized for periods of less than one
full year. Returns do not reflect the deduction of taxes that a shareholder
would pay on Fund distributions or the redemption of Fund shares.

3. Annualized for periods of less than one full year.

4. Excludes interest expense.

SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.


                  75 | OPPENHEIMER LIMITED TERM MUNICIPAL FUND

NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
1. SIGNIFICANT ACCOUNTING POLICIES

Oppenheimer Limited Term Municipal Fund (the Fund) is a separate series of
Oppenheimer Municipal Fund, an open-end management investment company registered
under the Investment Company Act of 1940, as amended. The Fund's investment
objective is to seek a high level of current income exempt from federal income
tax. 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 and voting privileges with respect to
the Fund in general and exclusive voting rights on matters that affect that
class alone. Earnings, net assets and net asset value per share may differ due
to each class having its own expenses, such as transfer and shareholder
servicing agent fees and shareholder communications, directly attributable to
that class. Class A, B 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. The Fund calculates the net asset value of its shares as
of the close of The New York Stock Exchange (the Exchange), normally 4:00 P.M.
Eastern time, on each day the Exchange is open for business. Securities may be
valued primarily using dealer-supplied valuations or a portfolio pricing service
authorized by the Board of Trustees. Securities listed or traded on National
Stock Exchanges or other domestic exchanges are valued based on the last sale
price of the security traded on that exchange prior to the time when the Fund's
assets are valued. Securities traded on NASDAQ are valued based on the closing
price provided by NASDAQ prior to the time when the Fund's assets are valued. In
the absence of a sale, the security is valued at the last sale price on the
prior trading day, if it is within the spread of the closing "bid" and "asked"
prices, and if not, at the closing bid price. Securities traded on foreign
exchanges are valued based on the last sale price on the principal exchange on
which the security is traded, in the country that is identified by the portfolio
pricing service, prior to the time when the Fund's assets are valued. In the
absence of a sale, the security is valued at the official closing price on the
principal exchange. Corporate, government and municipal debt instruments having
a remaining maturity in excess of sixty days and all mortgage-backed securities
will be valued at the mean between the "bid" and "asked" prices. Futures
contracts traded on a commodities or futures exchange will be valued at the
final settlement price or official closing price on the principal exchange as
reported by such principal exchange at its trading session ending at, or most
recently prior to, the time when the Fund's assets are valued. Securities
(including restricted securities) for which market quotations are not readily
available are valued at their fair value. Foreign and domestic securities whose
values have been materially affected by what the Manager


                  76 | OPPENHEIMER LIMITED TERM MUNICIPAL FUND

identifies as a significant event occurring before the Fund's assets are valued
but after the close of their respective exchanges will be fair valued. Fair
value is determined in good faith using consistently applied procedures under
the supervision of the Board of Trustees. Short-term "money market type" debt
securities with remaining maturities of sixty days or less are valued at
amortized cost (which approximates market value).

--------------------------------------------------------------------------------
SECURITIES ON A WHEN-ISSUED BASIS OR FORWARD COMMITMENT. Delivery and payment
for securities that have been purchased by the Fund on a when-issued basis or
forward commitment can take place up to ten days or more after the trade date.
Normally the settlement date occurs within six months after the trade date;
however, the Fund may, from time to time, purchase securities whose settlement
date extends six months or more beyond trade date. During this period, such
securities do not earn interest, are subject to market fluctuation and may
increase or decrease in value prior to their delivery. The Fund maintains
internally designated assets with a market value equal to or greater than the
amount of its purchase commitments. The purchase of securities on a when-issued
basis or forward commitment may increase the volatility of the Fund's net asset
value to the extent the Fund executes such transactions while remaining
substantially fully invested. The Fund may also sell securities that it
purchased on a when-issued basis or forward commitment prior to settlement of
the original purchase. As of September 30, 2005, the Fund had purchased
$15,715,650 of securities issued on a when-issued basis or forward commitment.

--------------------------------------------------------------------------------
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 will invest no more than 20% of its total assets in inverse floaters.
Inverse floaters amount to $86,552,226 as of September 30, 2005, which
represents 5.19% of the Fund's total assets.

--------------------------------------------------------------------------------
SECURITY CREDIT RISK. The Fund invests in high-yield securities, which may be
subject to a greater degree of credit risk, market fluctuations and loss of
income and principal, and may be more sensitive to economic conditions than
lower-yielding, higher-rated fixed-income securities. The Fund may acquire
securities in default, and is not obligated to dispose of securities whose
issuers subsequently default. As of September 30, 2005, securities with an
aggregate market value of $76,800, representing less than 0.005% of the Fund's
net assets, were in default.

--------------------------------------------------------------------------------
ALLOCATION OF INCOME, EXPENSES, GAINS AND LOSSES. Income, expenses (other than
those attributable to a specific class), gains and losses are allocated on a
daily basis to each class of shares based upon the relative proportion of net
assets represented by such class. Operating expenses directly attributable to a
specific class are charged against the operations of that class.


                  77 | OPPENHEIMER LIMITED TERM MUNICIPAL FUND

NOTES TO FINANCIAL STATEMENTS  Continued
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
1. SIGNIFICANT ACCOUNTING POLICIES Continued

FEDERAL TAXES. The Fund intends to comply with provisions of the Internal
Revenue Code applicable to regulated investment companies and to distribute
substantially all of its investment company taxable income, including any net
realized gain on investments not offset by capital loss carryforwards, if any,
to shareholders, therefore, no federal income or excise tax provision is
required.

The tax components of capital shown in the table below represent distribution
requirements the Fund must satisfy under the income tax regulations, losses the
Fund may be able to offset against income and gains realized in future years and
unrealized appreciation or depreciation of securities and other investments for
federal income tax purposes.

                                                                  NET UNREALIZED
                                                                    APPRECIATION
                                                                BASED ON COST OF
                                                                  SECURITIES AND
        UNDISTRIBUTED   UNDISTRIBUTED          ACCUMULATED     OTHER INVESTMENTS
        NET INVESTMENT      LONG-TERM                 LOSS    FOR FEDERAL INCOME
        INCOME                   GAIN   CARRYFORWARD 1,2,3          TAX PURPOSES
        ------------------------------------------------------------------------
        $901,573                 $ --           $8,280,801          $ 74,825,663

1. As of September 30, 2005, the Fund had $8,280,801 of net capital loss
carryforwards available to offset future realized capital gains, if any, and
thereby reduce future taxable gain distributions. As of September 30, 2005,
details of the capital loss carryforwards were as follows:

                                 EXPIRING
                                 -----------------------------
                                 2009              $ 4,228,928
                                 2012                4,051,873
                                                   -----------
                                 Total             $ 8,280,801
                                                   ===========

2. During the fiscal year ended September 30, 2005, the Fund utilized $942,201
of capital loss carryforward to offset capital gains realized in that fiscal
year.

3. During the fiscal year ended September 30, 2004, the Fund did not utilize any
capital loss carryforward.

The tax character of distributions paid during the years ended September 30,
2005 and September 30, 2004 was as follows:

                                               YEAR ENDED            YEAR ENDED
                                           SEPT. 30, 2005        SEPT. 30, 2004
        -----------------------------------------------------------------------
        Distributions paid from:
        Exempt-interest dividends             $48,768,762           $32,979,104

The aggregate cost of securities and other investments and the composition of
unrealized appreciation and depreciation of securities and other investments for
federal income tax purposes as of September 30, 2005 are noted below. The
primary difference between book and tax appreciation or depreciation of
securities and other investments, if applicable, is attributable to the tax
deferral of losses or tax realization of financial statement unrealized gain or
loss.


                  78 | OPPENHEIMER LIMITED TERM MUNICIPAL FUND

                  Federal tax cost of securities       $ 1,524,557,010
                                                       ================
                  Gross unrealized appreciation        $    77,009,365
                  Gross unrealized depreciation             (2,183,702)
                                                       ----------------
                  Net unrealized appreciation          $    74,825,663
                                                       ================

--------------------------------------------------------------------------------
TRUSTEES' COMPENSATION. The Board of Trustees has adopted a deferred
compensation plan for independent trustees that enables trustees to elect to
defer receipt of all or a portion of the annual compensation they are entitled
to receive from the Fund. For purposes of determining the amount owed to the
Trustee under the plan, deferred amounts are treated as though equal dollar
amounts had been invested in shares of the Fund or in other Oppenheimer funds
selected by the Trustee. The Fund purchases shares of the funds selected for
deferral by the Trustee in amounts equal to his or her deemed investment,
resulting in a Fund asset equal to the deferred compensation liability. Such
assets are included as a component of "Other" within the asset section of the
Statement of Assets and Liabilities. Deferral of trustees' fees under the plan
will not affect the net assets of the Fund, and will not materially affect the
Fund's assets, liabilities or net investment income per share. Amounts will be
deferred until distributed in accordance to the Plan.

--------------------------------------------------------------------------------
DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS. Dividends and distributions to
shareholders, which are determined in accordance with income tax regulations,
are recorded on the ex-dividend date. Income distributions, if any, are declared
daily and paid monthly. Capital gain distributions, if any, are declared and
paid annually.

--------------------------------------------------------------------------------
INVESTMENT INCOME. Interest income, which includes accretion of discount and
amortization of premium, is accrued as earned.

--------------------------------------------------------------------------------
CUSTODIAN FEES. Custodian Fees and Expenses in the Statement of Operations may
include interest expense incurred by the Fund on any cash overdrafts of its
custodian account during the period. Such cash overdrafts may result from the
effects of failed trades in portfolio securities and from cash outflows
resulting from unanticipated shareholder redemption activity. The Fund pays
interest to its custodian on such cash overdrafts at a rate equal to the Federal
Funds Rate plus 0.50%. The Reduction to Custodian Expenses line item, if
applicable, represents earnings on cash balances maintained by the Fund during
the period. Such interest expense and other custodian fees may be paid with
these earnings.

--------------------------------------------------------------------------------
SECURITY TRANSACTIONS. Security transactions are recorded on the trade date.
Realized gains and losses on securities sold are determined on the basis of
identified cost.

--------------------------------------------------------------------------------
OTHER. The preparation of financial statements in conformity with U.S. generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of


                  79 | OPPENHEIMER LIMITED TERM MUNICIPAL FUND

NOTES TO FINANCIAL STATEMENTS  Continued
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
1. SIGNIFICANT ACCOUNTING POLICIES Continued

income and expenses during the reporting period. Actual results could differ
from those estimates.

--------------------------------------------------------------------------------
2. SHARES OF BENEFICIAL INTEREST

The Fund has authorized an unlimited number of $0.001 par value shares of
beneficial interest of each class. Transactions in shares of beneficial interest
were as follows:

                                    YEAR ENDED SEPTEMBER 30, 2005             YEAR ENDED SEPTEMBER 30, 2004
                                      SHARES               AMOUNT               SHARES               AMOUNT
------------------------------------------------------------------------------------------------------------
CLASS A
Sold                              34,895,511        $ 545,855,336           20,747,697        $ 311,912,639
Dividends and/or
distributions reinvested           1,302,733           20,372,777              794,505           11,921,194
Redeemed                          (9,126,235)        (142,609,971)          (6,849,632)        (102,562,014)
                                  --------------------------------------------------------------------------
Net increase                      27,072,009        $ 423,618,142           14,692,570        $ 221,271,819
                                  ==========================================================================

------------------------------------------------------------------------------------------------------------
CLASS B
Sold                               1,636,009        $  25,452,893            2,599,638        $  38,959,923
Dividends and/or
distributions reinvested             134,313            2,094,319              133,070            1,996,208
Redeemed                          (1,397,339)         (21,766,768)          (1,268,549)         (19,002,193)
                                  --------------------------------------------------------------------------
Net increase                         372,983        $   5,780,444            1,464,159        $  21,953,938
                                  ==========================================================================

------------------------------------------------------------------------------------------------------------
CLASS C
Sold                              16,370,899        $ 255,170,375           12,554,854        $ 188,361,466
Dividends and/or
distributions reinvested             491,654            7,663,078              366,114            5,479,874
Redeemed                          (4,064,276)         (63,290,147)          (3,858,141)         (57,571,281)
                                  --------------------------------------------------------------------------
Net increase                      12,798,277        $ 199,543,306            9,062,827        $ 136,270,059
                                  ==========================================================================

--------------------------------------------------------------------------------
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, 2005, were as
follows:

                                            PURCHASES                      SALES
--------------------------------------------------------------------------------
Investment securities                    $754,566,845               $257,798,709

--------------------------------------------------------------------------------
4. FEES AND OTHER TRANSACTIONS WITH AFFILIATES

MANAGEMENT FEES. Management fees paid to the Manager were in accordance with the
investment advisory agreement with the Fund which provides for a fee at an
annual rate of 0.50% of the first $100 million of average annual net assets,
0.45% of the next $150 million, 0.425% of the next $250 million, and 0.40% of
average annual net assets in excess of $500 million.


                  80 | OPPENHEIMER LIMITED TERM MUNICIPAL FUND

--------------------------------------------------------------------------------
ACCOUNTING FEES. The Manager acts as the accounting agent for the Fund at an
annual fee of $12,000, plus out-of-pocket costs and expenses reasonably
incurred.

--------------------------------------------------------------------------------
ADMINISTRATION SERVICES. The Fund pays the Manager a fee of $1,500 per year for
preparing and filing the Fund's tax returns.

--------------------------------------------------------------------------------
TRANSFER AGENT FEES. OppenheimerFunds Services (OFS), a division of the Manager,
acts as the transfer and shareholder servicing agent for the Fund. The Fund pays
OFS a per account fee. For the year ended September 30, 2005, the Fund paid
$620,837 to OFS for services to the Fund.

--------------------------------------------------------------------------------
DISTRIBUTION AND SERVICE PLAN (12B-1) FEES. Under its General Distributor's
Agreement with the Fund, OppenheimerFunds Distributor, Inc. (the Distributor)
acts as the Fund's principal underwriter in the continuous public offering of
the Fund's classes of shares.

--------------------------------------------------------------------------------
SERVICE PLAN FOR CLASS A SHARES. The Fund has adopted a Service Plan for Class A
shares. It reimburses the Distributor for a portion of its costs incurred for
services provided to accounts that hold Class A shares. Reimbursement is made
quarterly at an annual rate of up to 0.25% of the average annual net assets of
Class A shares of the Fund. The Distributor currently uses all of those fees to
pay dealers, brokers, banks and other financial institutions quarterly for
providing personal services and maintenance of accounts of their customers that
hold Class A shares. Any unreimbursed expenses the Distributor incurs with
respect to Class A shares in any fiscal year cannot be recovered in subsequent
years. Fees incurred by the Fund under the Plan are detailed in the Statement of
Operations.

--------------------------------------------------------------------------------
DISTRIBUTION AND SERVICE PLANS FOR CLASS B AND CLASS C SHARES. The Fund has
adopted Distribution and Service Plans for Class B and Class C shares to
compensate the Distributor for its services in connection with the distribution
of those shares and servicing accounts. Under the plans, the Fund pays the
Distributor an annual asset-based sales charge of 0.75% on Class B and Class C
shares. The Distributor also receives a service fee of up to 0.25% per year
under each plan. If either the Class B or Class C plan is terminated by the Fund
or by the shareholders of a class, the Board of Trustees and its independent
trustees must determine whether the Distributor shall be entitled to payment
from the Fund of all or a portion of the service fee and/or asset-based sales
charge in respect to shares sold prior to the effective date of such
termination. The Distributor's aggregate uncompensated expenses under the plan
at September 30, 2005 for Class B and Class C shares were $900,095 and
$6,277,074, respectively. Fees incurred by the Fund under the plans are detailed
in the Statement of Operations.

--------------------------------------------------------------------------------
SALES CHARGES. Front-end sales charges and contingent deferred sales charges
(CDSC) do not represent expenses of the Fund. They are deducted from the
proceeds of sales of Fund shares prior to investment or from redemption proceeds
prior to remittance, as applicable. The sales charges retained by the
Distributor from the sale of shares and the CDSC retained by the Distributor on
the redemption of shares is shown in the table below for the period indicated.


                  81 | OPPENHEIMER LIMITED TERM MUNICIPAL FUND

NOTES TO FINANCIAL STATEMENTS  Continued
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
4. FEES AND OTHER TRANSACTIONS WITH AFFILIATES Continued

                                               CLASS A           CLASS B           CLASS C
                             CLASS A        CONTINGENT        CONTINGENT        CONTINGENT
                           FRONT-END          DEFERRED          DEFERRED          DEFERRED
                       SALES CHARGES     SALES CHARGES     SALES CHARGES     SALES CHARGES
                         RETAINED BY       RETAINED BY       RETAINED BY       RETAINED BY
YEAR ENDED               DISTRIBUTOR       DISTRIBUTOR       DISTRIBUTOR       DISTRIBUTOR
------------------------------------------------------------------------------------------
September 30, 2005         $ 910,686              $ --         $ 184,225         $ 125,446

--------------------------------------------------------------------------------
WAIVERS AND REIMBURSEMENTS OF EXPENSES. OFS has voluntarily agreed to limit
transfer and shareholder servicing agent fees for all classes to 0.35% of
average annual net assets per class. This undertaking may be amended or
withdrawn at any time.

--------------------------------------------------------------------------------
5. ILLIQUID SECURITIES

As of September 30, 2005, investments in securities included issues that are
illiquid. A security may be considered illiquid if it lacks a readily available
market or if its valuation has not changed for a certain period of time. The
Fund will not invest more than 15% of its net assets (determined at the time of
purchase and reviewed periodically) in illiquid securities. Securities that are
illiquid are marked with the applicable footnote on the Statement of
Investments.

--------------------------------------------------------------------------------
6. BORROWINGS

The Fund can borrow money from banks in amounts up to one-third of its total
assets (including the amount borrowed) less all liabilities and indebtedness
other than borrowings to purchase portfolio securities, to meet redemption
obligations or for temporary and emergency purposes. The purchase of securities
with borrowed funds creates leverage in the Fund. Until terminated on January
21, 2005, the Fund had entered into an agreement which enabled it to participate
with certain other Oppenheimer funds in a committed, unsecured line of credit
with a bank, which permitted borrowings up to $540 million, collectively.
Interest was charged to each fund, based on its borrowings, at a rate equal to
the Federal Funds Rate plus 0.75%. The Fund also paid a commitment fee equal to
its pro rata share of the average unutilized amount of the credit facility at a
rate of 0.09% per annum.

      Effective January 21, 2005 the Fund entered into a Revolving Credit and
Security Agreement (the "Agreement") with a conduit lender and a bank which
enables it to participate with certain other Oppenheimer funds in a committed,
secured borrowing facility that permits borrowings of up to $800 million,
collectively. To secure the loan, the Fund pledges investment securities in
accordance with the terms of the Agreement. Interest is charged to the Fund,
based on its borrowings, at current commercial paper issuance rates (3.7119% as
of September 30, 2005). The Fund pays additional fees of 0.30% per annum on its
outstanding borrowings to manage and administer the facility and is allocated
its pro-rata share of a 0.13% per annum commitment fee for a liquidity backstop
facility with respect to the $800 million facility size.


                  82 | OPPENHEIMER LIMITED TERM MUNICIPAL FUND

      For the year ended September 30, 2005, the average daily loan balance was
$57,461,096 at an average daily interest rate of 2.969%. The Fund had borrowings
outstanding of $64,400,000 at September 30, 2005 at an interest rate of 3.7119%.
The Fund had gross borrowings and gross loan repayments of $555,900,000 and
$518,900,000, respectively, during the year ended September 30, 2005. The
maximum amount of borrowings outstanding at any month-end during the year ended
September 30, 2005 was $133,100,000. The Fund paid $170,528 in fees and
$1,660,618 in interest during the year ended September 30, 2005.

--------------------------------------------------------------------------------
7. LITIGATION

A consolidated amended complaint has been filed as putative derivative and class
actions against the Manager, OFS and the Distributor, as well as 51 of the
Oppenheimer funds (as "Nominal Defendants") including the Fund, 30 present and
former Directors or Trustees and 8 present and former officers of the funds.
This complaint, initially filed in the U.S. District Court for the Southern
District of New York on January 10, 2005 and amended on March 4, 2005,
consolidates into a single action and amends six individual previously-filed
putative derivative and class action complaints. Like those prior complaints,
the complaint alleges that the Manager charged excessive fees for distribution
and other costs, improperly used assets of the funds in the form of directed
brokerage commissions and 12b-1 fees to pay brokers to promote sales of the
funds, and failed to properly disclose the use of assets of the funds to make
those payments in violation of the Investment Company Act of 1940 and the
Investment Advisers Act of 1940. Also, like those prior complaints, the
complaint further alleges that by permitting and/or participating in those
actions, the Directors/Trustees and the Officers breached their fiduciary duties
to shareholders of the funds under the Investment Company Act of 1940 and at
common law. The complaint seeks unspecified compensatory and punitive damages,
rescission of the funds' investment advisory agreements, an accounting of all
fees paid, and an award of attorneys' fees and litigation expenses.

      The defendants believe that the allegations contained in the Complaints
are without merit and that they have meritorious defenses against the claims
asserted. The defendants intend to defend these lawsuits vigorously and to
contest any claimed liability. The defendants believe that it is premature to
render any opinion as to the likelihood of an outcome unfavorable to them and
that no estimate can yet be made with any degree of certainty as to the amount
or range of any potential loss.

                                     A-7

                                     A-1
                                  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")
Municipal Ratings are opinions of the investment quality of issuers and
issues in the U.S. municipal and tax-exempt markets. As such, these ratings
incorporate Moody's assessment of the default probability and loss severity
of these issuers and issues.

Municipal Ratings are based upon the analysis of four primary factors
relating to municipal finance: economy, debt, finances, and
administration/management strategies. Each of the factors is evaluated
individually and for its effect on the other factors in the context of the
municipality's ability to repay its debt.

MUNICIPAL LONG-TERM RATING DEFINITIONS

Aaa:  Issuers or issues rated Aaa demonstrate the strongest creditworthiness
relative to other US municipal or tax-exempt issuers or issues.

Aa:  Issuers or issues rated Aa demonstrate very strong creditworthiness
relative to other US municipal or tax-exempt issuers or issues.

A:  Issuers or issues rated A present above-average creditworthiness relative
to other US municipal or tax-exempt issuers or issues.

Baa:  Issuers or issues rated Baa represent average creditworthiness relative
to other US municipal or tax- exempt issuers or issues.

Ba:  Issuers or issues rated Ba demonstrate below-average creditworthiness
relative to other US municipal or tax-exempt issuers or issues.

B:  Issuers or issues rated B demonstrate weak creditworthiness relative to
other US municipal or tax- exempt issuers or issues.

Caa:  Issuers or issues rated Caa demonstrate very weak creditworthiness
relative to other US municipal or tax-exempt issuers or issues.

Ca:  Issuers or issues rated Ca demonstrate extremely weak creditworthiness
relative to other US municipal or tax-exempt issuers or issues.

C:  Issuers or issues rated C demonstrate the weakest creditworthiness
relative to other US municipal or tax-exempt issuers or issues.

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.

MIG/VMIG RATINGS: U.S. SHORT-TERM RATINGS
In municipal debt issuance, there are three rating categories for short-term
obligations that are considered investment grade. These ratings are
designated as Moody's Investment Grade (MIG) and are divided into three
levels -- MIG 1 through MIG 3.
In addition, those short-term obligations that are of speculative quality are
designated SG, or speculative grade.

In the case of variable rate demand obligations (VRDOs), a two-component
rating is assigned. The first element represents Moody's evaluation of the
degree of risk associated with scheduled principal and interest payments. The
second element represents Moody's evaluation of the degree of risk associated
with the demand feature, using the MIG rating scale.

The short-term rating assigned to the demand feature of VRDOs is designated
as VMIG. When either the long- or short-term aspect of a VRDO is not rated,
that piece is designated NR, e.g., Aaa/NR or NR/VMIG 1.

MIG ratings expire at note maturity. By contrast, VMIG rating expirations
will be a function of each issue's specific structural or credit features.

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

LONG-TERM ISSUE CREDIT RATINGS
Issue credit ratings are based in varying degrees, on the following
considerations:
o     Likelihood of payment-capacity and willingness of the obligor to meet
      its financial commitment on an obligation in accordance with the terms
      of the obligation;
o     Nature of and provisions of the obligation; and
o     Protection afforded by, and relative position of, the obligation in the
      event of bankruptcy, reorganization, or other arrangement under the
      laws of bankruptcy and other laws affecting creditors' rights.
   The issue ratings definitions are expressed in terms of default risk. As
such, they pertain to senior obligations of an entity. Junior obligations are
typically rated lower than senior obligations, to reflect the lower priority
in bankruptcy, as noted above.

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

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

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

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

BB, B, CCC, CC, and C

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

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

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

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

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

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

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

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

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

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

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

N.R. Not rated.

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

Bond Investment Quality Standards

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

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

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

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

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

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

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

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

Notes. A Standard & Poor's note rating reflects the liquidity factors and
market access risks unique to notes. Notes due in three years or less will
likely receive a note rating. Notes maturing beyond three years will most
likely receive a long-term debt rating. The following criteria will be used
in making that assessment:
o.....Amortization schedule-the larger the final maturity relative to other
      maturities, the more likely it will
      be treated as a note; and
o     Source of payment-the more dependent the issue is on the market for its
      refinancing, the more likely
      it will be treated as a note.

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

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

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


Fitch, Inc.
International credit ratings assess the capacity to meet foreign currency or
local currency commitments. Both "foreign currency" and "local currency"
ratings are internationally comparable assessments. The local currency rating
measures the probability of payment within the relevant sovereign state's
currency and jurisdiction and therefore, unlike the foreign currency rating,
does not take account of the possibility of foreign exchange controls
limiting transfer into foreign currency.

INTERNATIONAL LONG-TERM CREDIT RATINGS
The following ratings scale applies to foreign currency and local currency
ratings.
Investment Grade:

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

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

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

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

Speculative Grade:

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

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

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

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

Entities rated in this category have defaulted on some or all of their
obligations. Entities rated "DDD" have the highest prospect for resumption of
performance or continued operation with or without a formal reorganization
process. Entities rated "DD" and "D" are generally undergoing a formal
reorganization or liquidation process; those rated "DD" are likely to satisfy
a higher portion of their outstanding obligations, while entities rated "D"
have a poor prospect for repaying all obligations.
Plus (+) and minus (-) signs may be appended to a rating symbol to denote
relative status within the major rating categories.  Plus and minus signs are
not added to the "AAA" category or to categories below "CCC," nor to
short-term ratings other than "F1" (see below).

INTERNATIONAL SHORT-TERM CREDIT RATINGS
The following ratings scale applies to foreign currency and local currency
ratings. A short-term rating has a time horizon of less than 12 months for
most obligations, or up to three years for U.S. public finance securities,
and thus places greater emphasis on the liquidity necessary to meet financial
commitments in a timely manner.

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

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

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

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

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

D: Default. Denotes actual or imminent payment default.








                                     B-1

                                     B-1
                                  Appendix B

                   MUNICIPAL BOND INDUSTRY CLASSIFICATIONS

Adult Living Facilities
Airlines
Education
Electric Utilities
Gas Utilities
General Obligation
Higher Education
Highways/Railways
Hospital/Healthcare
Hotels, Restaurants & Leisure
Manufacturing, Durable Goods
Manufacturing, Non Durable Goods
Marine/Aviation Facilities
Multi-Family Housing
Municipal Leases
Non Profit Organization
Paper, Containers & Packaging
Parking Fee Revenue
Pollution Control
Resource Recovery
Sales Tax Revenue
Sewer Utilities
Single Family Housing
Special Assessment
Special Tax
Sports Facility Revenue
Student Loans
Telephone Utilities
Tobacco
Water Utilities














                                     C-11
                                     C-1
                                  Appendix C

OppenheimerFunds Special Sales Charge Arrangements and Waivers

In certain cases, the initial sales charge that applies to purchases of Class
A shares(2) 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.(3)  That
is because of the economies of sales efforts realized by OppenheimerFunds
Distributor, Inc., (referred to in this document as the "Distributor"), or by
dealers or other financial institutions that offer those shares to certain
classes of investors. Not all waivers apply to all funds.

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

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

Waivers that apply at the time shares are redeemed must be requested by the
shareholder and/or dealer in the redemption request.









   I. Applicability of Class A Contingent Deferred Sales Charges in Certain

                                      Cases
------------------------------------------------------------------------------

Purchases of Class A Shares of Oppenheimer Funds That Are Not Subject to
Initial Sales Charge but May Be Subject to the Class A Contingent Deferred
Sales Charge (unless a waiver applies).

      There is no initial sales charge on purchases of Class A shares of any
of the Oppenheimer funds in the cases listed below. However, these purchases
may be subject to the Class A contingent deferred sales charge if redeemed
within 18 months (24 months in the case of Oppenheimer Rochester National
Municipals and Rochester Fund Municipals) of the beginning of the calendar
month of their purchase, as described in the Prospectus (unless a waiver
described elsewhere in this Appendix applies to the redemption).
Additionally, on shares purchased under these waivers that are subject to the
Class A contingent deferred sales charge, the Distributor will pay the
applicable concession described in the Prospectus under "Class A Contingent
Deferred Sales Charge."(6) This waiver provision applies to:
|_|   Purchases of Class A shares aggregating $1 million or more.
|_|   Purchases of Class A shares by a Retirement Plan that was permitted to
      purchase such shares at net asset value but subject to a contingent
      deferred sales charge prior to March 1, 2001. That included plans
      (other than IRA or 403(b)(7) Custodial Plans) that: 1) bought shares
      costing $500,000 or more, 2) had at the time of purchase 100 or more
      eligible employees or total plan assets of $500,000 or more, or 3)
      certified to the Distributor that it projects to have annual plan
      purchases of $200,000 or more.
|_|   Purchases by an OppenheimerFunds-sponsored Rollover IRA, if the
            purchases are made:
         1) through a broker, dealer, bank or registered investment adviser
            that has made special arrangements with the Distributor for those
            purchases, or
         2) by a direct rollover of a distribution from a qualified
            Retirement Plan if the administrator of that Plan has made
            special arrangements with the Distributor for those purchases.
|_|   Purchases of Class A shares by Retirement Plans that have any of the
            following record-keeping arrangements:
         1) The record keeping is performed by Merrill Lynch Pierce Fenner &
            Smith, Inc. ("Merrill Lynch") on a daily valuation basis for the
            Retirement Plan. On the date the plan sponsor signs the
            record-keeping service agreement with Merrill Lynch, the Plan
            must have $3 million or more of its assets invested in (a) mutual
            funds, other than those advised or managed by Merrill Lynch
            Investment Management, L.P. ("MLIM"), that are made available
            under a Service Agreement between Merrill Lynch and the mutual
            fund's principal underwriter or distributor, and  (b)  funds
            advised or managed by MLIM (the funds described in (a) and (b)
            are referred to as "Applicable Investments").

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

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








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

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

Class A shares purchased by the following investors are not subject to any
Class A sales charges (and no concessions are paid by the Distributor on such
purchases):
|_|   The Manager or its affiliates.
|_|   Present or former officers, directors, trustees and employees (and
         their "immediate families") of the Fund, the Manager and its
         affiliates, and retirement plans established by them for their
         employees. The term "immediate family" refers to one's spouse,
         children, grandchildren, grandparents, parents, parents-in-law,
         brothers and sisters, sons- and daughters-in-law, a sibling's
         spouse, a spouse's siblings, aunts, uncles, nieces and nephews;
         relatives by virtue of a remarriage (step-children, step-parents,
         etc.) are included.
|_|   Registered management investment companies, or separate accounts of
         insurance companies having an agreement with the Manager or the
         Distributor for that purpose.
|_|   Dealers or brokers that have a sales agreement with the Distributor, if
         they purchase shares for their own accounts or for retirement plans
         for their employees.
|_|   Employees and registered representatives (and their spouses) of dealers
         or brokers described above or financial institutions that have
         entered into sales arrangements with such dealers or brokers (and
         which are identified as such to the Distributor) or with the
         Distributor. The purchaser must certify to the Distributor at the
         time of purchase that the purchase is for the purchaser's own
         account (or for the benefit of such employee's spouse or minor
         children).
|_|   Dealers, brokers, banks or registered investment advisors that have
         entered into an agreement with the Distributor providing
         specifically for the use of shares of the Fund in particular
         investment products made available to their clients. Those clients
         may be charged a transaction fee by their dealer, broker, bank or
         advisor for the purchase or sale of Fund shares.
|_|   Investment advisors and financial planners who have entered into an
         agreement for this purpose with the Distributor and who charge an
         advisory, consulting or other fee for their services and buy shares
         for their own accounts or the accounts of their clients.
|_|   "Rabbi trusts" that buy shares for their own accounts, if the purchases
         are made through a broker or agent or other financial intermediary
         that has made special arrangements with the Distributor for those
         purchases.
|_|   Clients of investment advisors or financial planners (that have entered
         into an agreement for this purpose with the Distributor) who buy
         shares for their own accounts may also purchase shares without sales
         charge but only if their accounts are linked to a master account of
         their investment 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.

|_|   Effective October 1, 2005, taxable accounts established with the
         proceeds of Required Minimum Distributions from Retirement Plans.


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

1.  Class A shares issued or purchased in the following transactions are not
subject to sales charges (and no concessions are paid by the Distributor on
such purchases):
|_|   Shares issued in plans of reorganization, such as mergers, asset
         acquisitions and exchange offers, to which the Fund is a party.
|_|   Shares purchased by the reinvestment of dividends or other
         distributions reinvested from the Fund or other Oppenheimer funds or
         unit investment trusts for which reinvestment arrangements have been
         made with the Distributor.
|_|   Shares purchased by certain Retirement Plans that are part of a
         retirement plan or platform offered by banks, broker-dealers,
         financial advisors or insurance companies, or serviced by
         recordkeepers.
|_|   Shares purchased by the reinvestment of loan repayments by a
         participant in a Retirement Plan for which the Manager or an
         affiliate acts as sponsor.
|_|   Shares purchased in amounts of less than $5.00.

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

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

The Class A contingent deferred sales charge is also waived if shares that
would otherwise be subject to the contingent deferred sales charge are
redeemed in the following cases:
|_|   To make Automatic Withdrawal Plan payments that are limited annually to
         no more than 12% of the account value adjusted annually.
|_|   Involuntary redemptions of shares by operation of law or involuntary
         redemptions of small accounts (please refer to "Shareholder Account
         Rules and Policies," in the applicable fund Prospectus).
|_|   For distributions from Retirement Plans, deferred compensation plans or
         other employee benefit plans for any of the following purposes:
         1) Following the death or disability (as defined in the Internal
            Revenue Code) of the participant or beneficiary. The death or
            disability must occur after the participant's account was
            established.
         2) To return excess contributions.
         3) To return contributions made due to a mistake of fact.
4)    Hardship withdrawals, as defined in the plan.(7)
         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.(8)
         10)      Participant-directed redemptions to purchase shares of a
            mutual fund (other than a fund managed by the Manager or a
            subsidiary of the Manager) if the plan has made special
            arrangements with the Distributor.
         11)      Plan termination or "in-service distributions," if the
            redemption proceeds are rolled over directly to an
            OppenheimerFunds-sponsored IRA.
|_|   For distributions from 401(k) plans sponsored by broker-dealers that
         have entered into a special agreement with the Distributor allowing
         this waiver.
|_|   For distributions from retirement plans that have $10 million or more
         in plan assets and that have entered into a special agreement with
         the Distributor.
|_|   For distributions from retirement plans which are part of a retirement
         plan product or platform offered by certain banks, broker-dealers,
         financial advisors, insurance companies or record keepers which have
         entered into a special agreement with the Distributor.

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

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

A. Waivers for Redemptions in Certain Cases.

The Class B, Class C and Class N contingent deferred sales charges will be
waived for redemptions of shares in the following cases:
|_|   Shares redeemed involuntarily, as described in "Shareholder Account
         Rules and Policies," in the applicable Prospectus.
|_|   Redemptions from accounts other than Retirement Plans following the
         death or disability of the last surviving shareholder. The death or
         disability must have occurred after the account was established, and
         for disability you must provide evidence of a determination of
         disability by the Social Security Administration.

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

|_|   Distributions from accounts for which the broker-dealer of record has
         entered into a special agreement with the Distributor allowing this
         waiver.
|_|   Redemptions of Class B shares held by Retirement Plans whose records
         are maintained on a daily valuation basis by Merrill Lynch or an
         independent record keeper under a contract with Merrill Lynch.
|_|   Redemptions of Class C shares of Oppenheimer U.S. Government Trust from
         accounts of clients of financial institutions that have entered into
         a special arrangement with the Distributor for this purpose.
|_|   Redemptions of Class C shares of an Oppenheimer fund in amounts of $1
         million or more requested in writing by a Retirement Plan sponsor
         and submitted more than 12 months after the Retirement Plan's first
         purchase of Class C shares, if the redemption proceeds are invested
         to purchase Class N shares of one or more Oppenheimer funds.
|_|   Distributions(9) 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.(10)
         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.(11)
         9) On account of the participant's separation from service.(12)
         10)      Participant-directed redemptions to purchase shares of a
            mutual fund (other than a fund managed by the Manager or a
            subsidiary of the Manager) offered as an investment option in a
            Retirement Plan if the plan has made special arrangements with
            the Distributor.
         11)      Distributions made on account of a plan termination or
            "in-service" distributions, if the redemption proceeds are rolled
            over directly to an OppenheimerFunds-sponsored IRA.
         12)      For distributions from a participant's account under an
            Automatic Withdrawal Plan after the participant reaches age 59 1/2,
            as long as the aggregate value of the distributions does not
            exceed 10% of the account's value, adjusted annually.
         13)      Redemptions of Class B shares under an Automatic Withdrawal
            Plan for an account other than a Retirement Plan, if the
            aggregate value of the redeemed shares does not exceed 10% of the
            account's value, adjusted annually.
         14)      For distributions from 401(k) plans sponsored by
            broker-dealers that have entered into a special arrangement with
            the Distributor allowing this waiver.
|_|   Redemptions of Class B shares or Class C shares under an Automatic
         Withdrawal Plan from an account other than a Retirement Plan if the
         aggregate value of the redeemed shares does not exceed 10% of the
         account's value annually.

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

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


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

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

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

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

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

A. Reductions or Waivers of Class A Sales Charges.

      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.

--------------------------------------------------------------------------------
                      Initial Sales       Initial Sales Charge   Concession as
Number of Eligible    Charge as a % of    as a % of Net Amount   % of Offering
Employees or Members  Offering Price      Invested               Price
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
9 or Fewer                   2.50%                2.56%              2.00%
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
At  least  10 but not        2.00%                2.04%              1.60%
more than 49
--------------------------------------------------------------------------------

------------------------------------------------------------------------------
      For purchases by Associations having 50 or more eligible employees or
members, there is no initial sales charge on purchases of Class A shares, but
those shares are subject to the Class A contingent deferred sales charge
described in the applicable fund's Prospectus.

      Purchases made under this arrangement qualify for the lower of either
the sales charge rate in the table based on the number of members of an
Association, or the sales charge rate that applies under the Right of
Accumulation described in the applicable fund's Prospectus and Statement of
Additional Information. Individuals who qualify under this arrangement for
reduced sales charge rates as members of Associations also may purchase
shares for their individual or custodial accounts at these reduced sales
charge rates, upon request to the Distributor.

      Waiver of Class A Sales Charges for Certain Shareholders.  Class A
shares purchased by the following investors are not subject to any Class A
initial or contingent deferred sales charges:
o     Shareholders who were shareholders of the AMA Family of Funds on
            February 28, 1991 and who acquired shares of any of the Former
            Quest for Value Funds by merger of a portfolio of the AMA Family
            of Funds.
o     Shareholders who acquired shares of any Former Quest for Value Fund by
            merger of any of the portfolios of the Unified Funds.

      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.

      Waivers for Redemptions of Shares Purchased Prior to March 6, 1995.  In
the following cases, the contingent deferred sales charge will be waived for
redemptions of Class A, Class B or Class C shares of an Oppenheimer fund. The
shares must have been acquired by the merger of a Former Quest for Value Fund
into the fund or by exchange from an Oppenheimer fund that was a Former Quest
for Value Fund or into which such fund merged. Those shares must have been
purchased prior to March 6, 1995 in connection with:
o     withdrawals under an automatic withdrawal plan holding only either
            Class B or Class C shares if the annual withdrawal does not
            exceed 10% of the initial value of the account value, adjusted
            annually, and
o     liquidation of a shareholder's account if the aggregate net asset value
            of shares held in the account is less than the required minimum
            value of such accounts.

      Waivers for Redemptions of Shares Purchased on or After March 6, 1995
but Prior to November 24, 1995. In the following cases, the contingent
deferred sales charge will be waived for redemptions of Class A, Class B or
Class C shares of an Oppenheimer fund. The shares must have been acquired by
the merger of a Former Quest for Value Fund into the fund or by exchange from
an Oppenheimer fund that was a Former Quest For Value Fund or into which such
Former Quest for Value Fund merged. Those shares must have been purchased on
or after March 6, 1995, but prior to November 24, 1995:
o     redemptions following the death or disability of the shareholder(s) (as
            evidenced by a determination of total disability by the U.S.
            Social Security Administration);
o     withdrawals under an automatic withdrawal plan (but only for Class B or
            Class C shares) where the annual withdrawals do not exceed 10% of
            the initial value of the account value; adjusted annually, and
o     liquidation of a shareholder's account if the aggregate net asset value
            of shares held in the account is less than the required minimum
            account value.
      A shareholder's account will be credited with the amount of any
contingent deferred sales charge paid on the redemption of any Class A, Class
B or Class C shares of the Oppenheimer fund described in this section if the
proceeds are invested in the same Class of shares in that fund or another
Oppenheimer fund within 90 days after redemption.

     V. Special Sales Charge Arrangements for Shareholders of Certain
          Oppenheimer Funds Who Were Shareholders of Connecticut Mutual
                            Investment Accounts, Inc.
---------------------------------------------------------------------------

The initial and contingent deferred sale charge rates and waivers for Class A
and Class B shares described in the respective Prospectus (or this Appendix)
of the following Oppenheimer funds (each is referred to as a "Fund" in this
section):
   Oppenheimer U. S. Government Trust,
   Oppenheimer Core Bond Fund,
   Oppenheimer Value Fund and
   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 concession in connection with the purchase of
      shares of any registered investment management company;
   6) in connection with the redemption of shares of the Fund due to a
      combination with another investment company by virtue of a merger,
      acquisition or similar reorganization transaction;
   7) in connection with the Fund's right to involuntarily redeem or
      liquidate the Fund;
   8) in connection with automatic redemptions of Class A shares and Class B
      shares in certain retirement plan accounts pursuant to an Automatic
      Withdrawal Plan but limited to no more than 12% of the original value
      annually; or
   9) as involuntary redemptions of shares by operation of law, or under
      procedures set forth in the Fund's Articles of Incorporation, or as
      adopted by the Board of Directors of the Fund.

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

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

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

Oppenheimer Convertible Securities Fund (referred to as the "Fund" in this
section) may sell Class M shares at net asset value without any initial sales
charge to the classes of investors listed below who, prior to March 11, 1996,
owned shares of the Fund's then-existing Class A and were permitted to
purchase those shares at net asset value without sales charge:
o     the Manager and its affiliates,
o     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,
o     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,
o     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,
o     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,
o     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
o     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.






Oppenheimer Limited Term Municipal Fund

Internet Website:
      www.oppenheimerfunds.com

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

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

Transfer Agent
      OppenheimerFunds Services
      P.O. Box 5270
      Denver, Colorado 80217
      1.800.CALL OPP(225.5677)

Custodian Bank
      Citibank, N.A.
      111 Wall Street
      New York, New York 10005

Independent Registered Public Accounting Firm
      Deloitte & Touche LLP
      555 Seventeenth Street
      Denver, Colorado 80202

Counsel to the Funds
      Myer, Swanson, Adams & Wolf, P.C.
      1600 Broadway
      Denver, Colorado 80202

Counsel to the Independent Trustees
      Bell, Boyd & Lloyd LLC
      70 West Madison Street, Suite 3100
      Chicago, Illinois 60602


1234
PX0860.0106




(1) In accordance with Rule 12b-1 of the Investment Company Act, the term
"Independent Trustees" in this Statement of Additional Information refers to
those Trustees who are not "interested persons" of the Fund and who do not
have any direct or indirect financial interest in the operation of the
distribution plan or any agreement under the plan.
(2) Certain waivers also apply to Class M shares of Oppenheimer Convertible
Securities Fund.
(3) 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.
(4) An "employee benefit plan" means any plan or arrangement, whether or not
it is "qualified" under the Internal Revenue Code, under which Class N shares
of an Oppenheimer fund or funds are purchased by a fiduciary or other
administrator for the account of participants who are employees of a single
employer or of affiliated employers. These may include, for example, medical
savings accounts, payroll deduction plans or similar plans. The fund accounts
must be registered in the name of the fiduciary or administrator purchasing
the shares for the benefit of participants in the plan.
(5) The term "Group Retirement Plan" means any qualified or non-qualified
retirement plan for employees of a corporation or sole proprietorship,
members and employees of a partnership or association or other organized
group of persons (the members of which may include other groups), if the
group has made special arrangements with the Distributor and all members of
the group participating in (or who are eligible to participate in) the plan
purchase shares of an Oppenheimer fund or funds through a single investment
dealer, broker or other financial institution designated by the group. Such
plans include 457 plans, SEP-IRAs, SARSEPs, SIMPLE plans and 403(b) plans
other than plans for public school employees. The term "Group Retirement
Plan" also includes qualified retirement plans and non-qualified deferred
compensation plans and IRAs that purchase shares of an Oppenheimer fund or
funds through a single investment dealer, broker or other financial
institution that has made special arrangements with the Distributor.
(6) However, that concession will not be paid on purchases of shares in
amounts of $1 million or more (including any right of accumulation) by a
Retirement Plan that pays for the purchase with the redemption proceeds of
Class C shares of one or more Oppenheimer funds held by the Plan for more
than one year.
(7) This provision does not apply to IRAs.
(8) This provision only applies to qualified retirement plans and 403(b)(7)
custodial plans after your separation from service in or after the year you
reached age 55.
(9) The distribution must be requested prior to Plan termination or the
elimination of the Oppenheimer funds as an investment option under the Plan.
(10) This provision does not apply to IRAs.
(11) This provision does not apply to loans from 403(b)(7) custodial plans
and loans from the OppenheimerFunds-sponsored Single K retirement plan.
(12) This provision does not apply to 403(b)(7) custodial plans if the
participant is less than age 55, nor to IRAs.

                          OPPENHEIMER MUNICIPAL FUND

                                  FORM N-1A

                                    PART C

                              OTHER INFORMATION


Item 23. Exhibits

(a)   (i)  Amended  and  Restated  Declaration  of Trust  dated  June 7, 2002:
Previously filed with Registrant's  Post-Effective Amendment No. 25, 11/20/02,
and incorporated herein by reference.


      (ii)  Amendment  #2 to the Amended  and  Restated  Declaration  of Trust
dated  January 8, 2003:  Previously  filed  with  Registrant's  Post-Effective
Amendment No. 27, 11/24/04, and incorporated herein by reference.

      (iii)  Amendment  #1 to the Amended and  Restated  Declaration  of Trust
dated September 30, 2002:  Previously filed with  Registrant's  Post-Effective
Amendment No. 27, 11/24/04, and incorporated herein by reference.


(b)   By-Laws as amended and  restated as of 10/24/00:  Previously  filed with
Registrant's  Post-Effective  Amendment  No. 23,  11/20/01,  and  incorporated
herein by reference.

      (i)  Specimen  Class  A  Share   Certificate:   Previously   filed  with
Registrant's  Post-Effective  Amendment  No. 23,  11/20/01,  and  incorporated
herein by reference.

      (ii)  Specimen  Class  B  Share   Certificate:   Previously  filed  with
Registrant's  Post-Effective  Amendment  No. 23,  11/20/01,  and  incorporated
herein by reference.

      (iii)  Specimen  Class  C  Share  Certificate:   Previously  filed  with
Registrant's  Post-Effective  Amendment  No. 23,  11/20/01,  and  incorporated
herein by reference.


(d)   Amended and Restated  Investment  Advisory  Agreement  dated  January 1,
2005 Filed herewith.


(e)   (i) General  Distributor's  Agreement dated October 13, 1992: Previously
filed with Registrant's  Post-Effective Amendment No. 9, 1/29/93, refiled with
Registrant's  Post-Effective  Amendment No. 12 (1/30/95)  pursuant to Item 102
of Regulation S-T and incorporated herein by reference.

      (ii) Form of Dealer  Agreement of  OppenheimerFunds  Distributor,  Inc.:
Previously  filed with  Post-Effective  Amendment  No. 45 to the  Registration
Statement of Oppenheimer  High Yield Fund (Reg. No.  2-62076),  10/26/01,  and
incorporated herein by reference.

      (iii) Form of Broker Agreement of  OppenheimerFunds  Distributor,  Inc.:
Previously  filed with  Post-Effective  Amendment  No. 45 to the  Registration
Statement of Oppenheimer  High Yield Fund (Reg. No.  2-62076),  10/26/01,  and
incorporated herein by reference.

      (iv) Form of Agency  Agreement of  OppenheimerFunds  Distributor,  Inc.:
Previously  filed with  Post-Effective  Amendment  No. 45 to the  Registration
Statement of Oppenheimer  High Yield Fund (Reg. No.  2-62076),  10/26/01,  and
incorporated herein by reference.

      (v)   Form  of   Trust   Company   Fund/SERV   Purchase   Agreement   of
OppenheimerFunds  Distributor,  Inc.:  Previously  filed  with  Post-Effective
Amendment No. 45 to the Registration  Statement of Oppenheimer High Yield Fund
(Reg. No. 2-62076), 10/26/01, and incorporated herein by reference.

      (vi)  Form  of  Trust  Company  Agency  Agreement  of   OppenheimerFunds
Distributor,  Inc.:  Previously filed with Post-Effective  Amendment No. 45 to
the Registration  Statement of Oppenheimer High Yield Fund (Reg. No. 2-62076),
10/26/01, and incorporated herein by reference.

(f)   Form    of    Deferred     Compensation     Plan    for    Disinterested
Trustees/Directors:  Previously filed with Post-Effective  Amendment No. 40 to
the Registration  Statement of Oppenheimer High Yield Fund (Reg. No. 2-62076),
(10/27/98), and incorporated herein by reference

(g)   (i) Global Custodial  Services  Agreement dated July 15, 2003 as amended
June 9, 2005,  between  Registrant and Citibank,  N.A.:  Previously filed with
the Initial Registration  Statement of Oppenheimer  International  Diversified
Fund (Reg. No. 333-125805), 6/14/05, and incorporated herein by reference.

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

(h)   Not applicable.

(i)   Opinion and Consent of Counsel dated October 29, 1986:  Previously filed
with  Registrant's  Post-Effective  Amendment No. 9 (1/29/93) and refiled with
Registrant's  Post-Effective  Amendment No. 12 (1/30/95)  pursuant to Item 102
of Regulation S-T and incorporated herein by reference.


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


(k)   Not applicable

(l)   Not applicable


(m)   (i) Amended and Restated  Service Plan and  Agreement for Class A shares
dated  April 26,  2004:  Previously  filed  with  Registrant's  Post-Effective
Amendment No. 27, 11/24/04, and incorporated herein by reference.


      (ii) Amended and Restated  Distribution  and Service Plan and  Agreement
for  Class  B  shares  dated   February  24,  1998:   Previously   filed  with
Registrant's  Post-Effective  Amendment  No.  20,  1/29/99,  and  incorporated
herein by reference.


      (iii) Amended and Restated  Distribution  and Service Plan and Agreement
for  Class  C  shares  dated   February  23,  2004:   Previously   filed  with
Registrant's  Post-Effective  Amendment  No. 27,  11/24/04,  and  incorporated
herein by reference.


(n)   Oppenheimer  Funds Multiple Class Plan under Rule 18f-3 updated  through
6/09/05:   Previously  filed  with  the  Initial  Registration   Statement  of
Oppenheimer International Diversified Fund (Reg. No. 33-125805),  6/14/05, and
incorporated herein by reference.

o)    Powers of Attorney  dated  December 13, 2004 for all  Trustees/Directors
and Officers:  Previously  filed with  Post-Effective  Amendment No. 44 to the
Registration  Statement of Oppenheimer  Variable Account Funds,  2/25/05,  and
incorporated herein by reference.

(p)   Amended  and  Restated  Code of Ethics of the  Oppenheimer  Funds  dated
February  1, 2005  under  Rule 17j-1 of the  Investment  Company  Act of 1940:
Previously  filed  with the  Initial  Registration  Statement  of  Oppenheimer
Dividend Growth Fund (Reg. No. 333-122902),  2/18/05,  and incorporated herein
by reference.

Item 24. Persons Controlled by or Under Common Control with the Fund

None.

Item 25. Indemnification

      Reference is made to the  provisions  of Article  Seven of  Registrant's
Amended  and  Restated  Declaration  of Trust  filed as Exhibit  23(a) to this
Registration Statement, and incorporated herein by reference.

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

Item 26. Business and Other Connections of the Investment Adviser

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

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

---------------------------------------------------------------------------------
Name  and   Current   Position
with OppenheimerFunds, Inc.    Other Business and Connections During the Past
                               Two Years
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Timothy L. Abbuhl,             Vice President of  OppenheimerFunds  Distributor,
Vice President                 Inc.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Emeline S. Adwers,             None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Robert Agan,                   Vice President of  OppenheimerFunds  Distributor,
Vice President                 Inc.,  Shareholder Financial Services,  Inc., OFI
                               Private  Investments,  Inc. and Centennial  Asset
                               Management Corporation;  Senior Vice President of
                               Shareholders Services, Inc.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Carl Algermissen,              Formerly  Associate  Counsel and Legal Compliance
Vice President & Associate     Officer at Great  West-Life  & Annuity  Insurance
Counsel                        Co.  (February  2004-October  2004);   previously
                               with   INVESCO    Funds   Group,    Inc.    (June
                               1993-December  2003),  most  recently  as  Senior
                               Staff Attorney.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Michael Amato,                 None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Erik Anderson,                 None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Tracey Beck Apostolopoulos,    None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Janette Aprilante,             Secretary     (since     December    2001)    of:
Vice President & Secretary     OppenheimerFunds  Distributor,  Inc.,  Centennial
                               Asset   Management    Corporation,    Oppenheimer
                               Partnership  Holdings,   Inc.,  Oppenheimer  Real
                               Asset  Management,  Inc.,  Shareholder  Financial
                               Services,  Inc.,  Shareholder Services,  Inc. and
                               OppenheimerFunds  Legacy Program;  (since January
                               2005)   of    Trinity    Investment    Management
                               Corporation.  Secretary  (since  June  2003)  of:
                               HarbourView  Asset  Management  Corporation,  OFI
                               Private  Investments,  Inc. and OFI Institutional
                               Asset  Management,   Inc.   Assistant   Secretary
                               (since December 2001) of OFI Trust Company.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Hany S. Ayad,                  None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Robert Baker,                  None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Michael Baldwin,               Formerly   Managing  Director  at  Deutsche  Bank
Executive Vice President       (March 2001 - March 2005)
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
John Michael Banta,            None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Joanne Bardell,                None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Kevin Baum,                    None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Jeff Baumgartner,              None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Marc Baylin,                   Formerly  Portfolio  Manager at J.P. Morgan (June
Vice President                 2002-August 2005.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Todd Becerra,                  None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Lalit K. Behal                 Assistant    Secretary   of   HarbourView   Asset
Assistant Vice President       Management Corporation.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Kathleen Beichert,             Vice President of  OppenheimerFunds  Distributor,
Vice President                 Inc.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Gerald Bellamy,                Assistant  Vice  President  of OFI  Institutional
Assistant Vice President       Asset Management, Inc.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Erik S. Berg,                  None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Robert Bertucci                None
Assistant Vice President:
Rochester Division
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Rajeev Bhaman,                 None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Craig Billings,                None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Mark Binning,                  None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Robert J. Bishop,              Treasurer     (since     October     2003)     of
Vice President                 OppenheimerFunds     Distributor,     Inc.    and
                               Centennial Asset Management Corporation.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Beth Bleimehl,                 None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
John R. Blomfield,             None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Lisa I. Bloomberg,             Formerly   First  Vice  President  and  Associate
Vice President & Associate     General  Counsel of UBS  Financial  Services Inc.
Counsel                        (May 1999-May 2004).
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Veronika Boesch,               Formerly  (until  February  2004) an  independent
Assistant Vice President       consultant/coach in organizational development.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Chad Boll,                     None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Antulio N. Bomfim,             None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
John C. Bonnell,               Vice  President of  Centennial  Asset  Management
Vice President                 Corporation.  Formerly  a  Portfolio  Manager  at
                               Strong Financial Corporation (May 1999-May 2004).
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Michelle Borre Massick,        None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Lori E. Bostrom,               Formerly Vice President and Corporate  Counsel at
Vice President & Senior        Prudential   Financial   Inc.   (October  2002  -
Counsel                        November 2004).
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Lisa Bourgeois,                Assistant    Vice    President   of   Shareholder
Assistant Vice President       Services, Inc.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
John Boydell,                  None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Michael Bromberg,              None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Lowell Scott Brooks,           Vice President of  OppenheimerFunds  Distributor,
Vice President                 Inc.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Joan Brunelle,                 None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Kristine Bryan-Levin,          Formerly  Senior Vice President at Brown Brothers
Vice President                 Harriman (November 2002 - May 2005)
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Paul Burke,                    None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Mark Burns,                    None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Geoffrey Caan,                 None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Catherine Carroll,             None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Debra Casey,                   None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Maria Castro,                  None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Lisa Chaffee,                  None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
May Chen,                      Formerly  Assistant  Vice President of Enterprise
Assistant Vice President       Services at MassMutual  Financial Group (May 2002
                               - April 2005)
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Charles Chibnik,               None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Patrick Sheng Chu,             None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Brett Clark,                   None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
H.C. Digby Clements,           None
Vice President: Rochester
Division
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Peter V. Cocuzza,              None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Gerald James Concepcion,       Formerly  (until  November 2004) an RIA Marketing
Assistant Vice President       Associate of OppenheimerFunds, Inc.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Robert Corbett,                None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Susan Cornwell,                Vice  President of  Centennial  Asset  Management
Vice President                 Corporation,   Shareholder   Financial  Services,
                               Inc.  ,   OppenheimerFunds   Legacy  Program  and
                               OppenheimerFunds  Distributor,  Inc.; Senior Vice
                               President of Shareholder Services, Inc.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Scott Cottier,                 None
Vice President: Rochester
Division
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Laura Coulston,                None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Julie C. Cusker,               None
Assistant Vice President:
Rochester Division
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
George Curry,                  Vice President of  OppenheimerFunds  Distributor,
Vice President                 Inc.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
John Damian,                   None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Richard Demarco,               None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Craig P. Dinsell,              None
Executive Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Randall C. Dishmon,            None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Rebecca K. Dolan               None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Steven D. Dombrower,           Senior    Vice    President    of   OFI   Private
Vice President                 Investments,     Inc.;    Vice    President    of
                               OppenheimerFunds Distributor, Inc.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Thomas Doyle,                  None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Bruce C. Dunbar,               None
Senior Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Brian Dvorak,                  None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Richard Edmiston,              None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Daniel R. Engstrom,            None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
James Robert Erven             None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
George R. Evans,               None
Senior Vice President and
Director of International
Equities
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Edward N. Everett,             None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Kathy Faber,                   None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
David Falicia,                 Assistant   Secretary   (as  of  July   2004)  of
Assistant Vice President       HarbourView Asset Management Corporation.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Kristie Feinberg,              None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Emmanuel Ferreira,             None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Ronald H. Fielding,            Vice President of  OppenheimerFunds  Distributor,
Senior Vice President;         Inc.;  Director of ICI Mutual Insurance  Company;
Chairman of the Rochester      Governor of St. John's  College;  Chairman of the
Division                       Board of  Directors  of  International  Museum of
                               Photography at George Eastman House.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Bradley G. Finkle,             Vice President of  OppenheimerFunds  Distributor,
Vice President                 Inc.      Formerly      Head     of      Business
                               Management/Proprietary  Distribution at Citigroup
                               Asset Management (August 1986-September 2004).
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Brian Finley,                  None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
John E. Forrest,               Senior   Vice   President   of   OppenheimerFunds
Senior Vice President          Distributor, Inc.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Jordan Hayes Foster,           Vice   President  of  OFI   Institutional   Asset
Vice President                 Management, Inc.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
David Foxhoven,                Assistant  Vice  President  of   OppenheimerFunds
Vice President                 Legacy Program.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Colleen M. Franca,             None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Dominic Freud,                 None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Dan Gagliardo,                 None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Hazem Gamal,                   None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Seth Gelman,                   Formerly  an  Associate  in the Asset  Management
Vice President                 Legal   Department   at   Goldman   Sachs  &  Co.
                               (February 2003-August 2004).
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Timothy Gerlach,               None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Subrata Ghose,                 None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Charles W. Gilbert,            None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Phillip S. Gillespie,          Formerly  First Vice  President of Merrill  Lynch
Senior Vice President &        Investment Management (2001 to September 2004).
Deputy General Counsel
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Alan C. Gilston,               None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Jill E. Glazerman,             None
Senior Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Benjamin J. Gord,              Vice  President of HarbourView  Asset  Management
Vice President                 Corporation  and  of  OFI   Institutional   Asset
                               Management, Inc.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Laura Granger,                 None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Leyla Greengard,               None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Robert B. Grill,               None
Senior Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Robert Haley,                  None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Marilyn Hall,                  None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Kelly Haney,                   None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Steve Hauenstein,              None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Robert W. Hawkins,             Formerly an  Associate  at Shearman  and Sterling
Assistant Vice President and   LLP  (July  2004-August  2005)  and  Dechert  LLP
Assistant Counsel              (September 2000-June 2004).
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Thomas B. Hayes,               None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Jennifer Heathwood,            None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Dennis Hess,                   None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Joseph Higgins,                Vice   President  of  OFI   Institutional   Asset
Vice President                 Management, Inc.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Dorothy F. Hirshman,           None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Daniel Hoelscher,              None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Edward Hrybenko,               Vice President of  OppenheimerFunds  Distributor,
Vice President                 Inc.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Scott T. Huebl,                Assistant  Vice  President  of   OppenheimerFunds
Vice President                 Legacy Program.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Margaret Hui,                  None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
John Huttlin,                  Senior   Vice   President    (Director   of   the
Vice President                 International  Division)  (since January 2004) of
                               OFI   Institutional   Asset   Management,   Inc.;
                               Director  (since  June 2003) of  OppenheimerFunds
                               (Asia) Limited
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
James G. Hyland,               None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Steve P. Ilnitzki,             Vice President of  OppenheimerFunds  Distributor,
Senior Vice President          Inc.;   Senior  Vice  President  of  OFI  Private
                               Investments, Inc.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Kelly Bridget Ireland,         Vice   President    (since   January   2004)   of
Vice President                 OppenheimerFunds   Distributor   Inc.   Formerly,
                               Director  of  INVESCO  Distributors  Inc.  (April
                               2000-December 2003).
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Kathleen T. Ives,              Vice   President  and   Assistant   Secretary  of
Vice President, Senior         OppenheimerFunds     Distributor,     Inc.    and
Counsel and Assistant          Shareholder  Services,  Inc.; Assistant Secretary
Secretary                      of  Centennial  Asset   Management   Corporation,
                               OppenheimerFunds  Legacy Program and  Shareholder
                               Financial Services, Inc.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
William Jaume,                 Senior  Vice  President  of   HarbourView   Asset
Vice President                 Management   Corporation  and  OFI  Institutional
                               Asset  Management,  Inc.;  Director  of OFI Trust
                               Company.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Frank V. Jennings,             None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
John Jennings,                 None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
John Michael Johnson,          None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Lisa Kadehjian,                Formerly Vice President,  Compensation Manager at
Assistant Vice President       The  Bank  of New  York  (November  1996-November
                               2004).
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Charles Kandilis,              None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Lynn Oberist Keeshan,          Assistant  Treasurer of  OppenheimerFunds  Legacy
Senior Vice President          Program
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Thomas W. Keffer,              None
Senior Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Christina J. Keller,           Vice President of  OppenheimerFunds  Distributor,
Vice President                 Inc.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Michael Keogh,                 Vice President of  OppenheimerFunds  Distributor,
Vice President                 Inc.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Martin S. Korn,                Formerly  a  Senior  Vice  President  at  Bank of
Senior Vice President          America   (Wealth   and   Investment   Management
                               Technology Group) (March 2002-August 2004).
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Dimitrios Kourkoulakos,        None
Senior Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Brian Kramer,                  None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Paul Kunz,                     None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Lisa Lamentino,                None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Tracey Lange,                  Vice President of  OppenheimerFunds  Distributor,
Vice President                 Inc.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Jeffrey P. Lagarce,            President  and  Chief  Marketing  Officer  of OFI
Senior Vice President          Institutional   Asset  Management,   Inc.  as  of
                               January    2005.    Formerly    Executive    Vice
                               President-Head  of Fidelity  Tax-Exempt  Services
                               Business   at   Fidelity    Investments   (August
                               1996-January 2005).
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
John Latino,                   None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Kristina Lawrence,             Formerly     Assistant    Vice    President    of
Vice President                 OppenheimerFunds,   Inc.   (November   2002-March
                               2004).
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Gayle Leavitt,                 None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Christopher M. Leavy,          None
Senior Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Randy Legg,                    Formerly   an   associate    with   Dechert   LLP
Vice President & Assistant     (September 1998-January 2004).
Counsel
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Laura Leitzinger,              Senior Vice  President of  Shareholder  Services,
Vice President                 Inc.;  Vice  President of  Shareholder  Financial
                               Services, Inc.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Justin Leverenz,               Formerly,   a   research/technology   analyst  at
Vice President                 Goldman Sachs, Taiwan (May 2002-May 2004)
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Michael S. Levine,             None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Gang Li,                       None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Shanquan Li,                   None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Julie A. Libby,                Formerly   Executive  Vice  President  and  Chief
Senior Vice President          Operating Officer at Fred Alger Management,  Inc.
                               (July 1996 - February 2005)
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Daniel Lifshey,                Formerly a  Marketing  Manager at PIMCO  Advisors
Assistant Vice President       (January 2002-September 2004).
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Mitchell J. Lindauer,          None
Vice President & Assistant
General Counsel
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Bill Linden,                   None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Malissa B. Lischin,            Assistant  Vice  President  of   OppenheimerFunds
Vice President                 Distributor, Inc.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
David P. Lolli,                None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Daniel G. Loughran             None
Vice President: Rochester
Division
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Patricia Lovett,               Vice   President   of    Shareholder    Financial
Vice President                 Services,  Inc.  and  Senior  Vice  President  of
                               Shareholder Services, Inc.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Steven Lucaccini,              Formerly  Director and High Yield  Analyst at UBS
Assistant Vice President       Global Asset  Management  (November  2001 - April
                               2005)
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Dongyan Ma,                    None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Steve Macchia,                 None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Mark H. Madden,                Formerly   Senior  Vice   President   and  Senior
Vice President                 Portfolio Manager with Pioneer Investments,  Inc.
                               (July 1990-July 2004).
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Kathleen Mandzij,              Formerly   Marketing   Manager   -  Sales   Force
Assistant Vice President       Marketing     (March     2003-June    2004)    of
                               OppenheimerFunds, Inc.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Jerry Mandzij,                 None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Angelo G. Manioudakis          Senior  Vice  President  of   HarbourView   Asset
Senior Vice President          Management  Corporation and of OFI  Institutional
                               Asset Management, Inc.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
LuAnn Mascia,                  Vice President of  OppenheimerFunds  Distributor,
Vice President                 Inc.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Susan Mattisinko,              Assistant    Secretary   of   HarbourView   Asset
Vice President & Associate     Management  Corporation,  OppenheimerFunds Legacy
Counsel                        Program,  OFI  Private  Investments,   Inc.,  OFI
                               Institutional Asset Management,  Inc., Centennial
                               Asset  Management  Corporation,  Oppenheimer Real
                               Asset  Management,  Inc.  and Trinity  Investment
                               Management Corporation.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Elizabeth McCormack,           Vice   President  and   Assistant   Secretary  of
Vice President                 HarbourView Asset Management Corporation.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Joseph McGovern,               None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Charles L. McKenzie,           Chairman of the Board, Director,  Chief Executive
Senior Vice President          Officer  and  President  of  OFI  Trust  Company;
                               Chairman,   Chief   Executive   Officer,   Senior
                               Managing    Director    and   Director   of   OFI
                               Institutional   Asset  Management,   Inc.;  Chief
                               Executive  Officer,  President,  Senior  Managing
                               Director  and  Director  of   HarbourView   Asset
                               Management Corporation;  Chairman,  President and
                               Director   of   Trinity   Investment   Management
                               Corporation
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Michael Medev,                 None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Lucienne Mercogliano,          None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Jason Meshnick,                Formerly  Financial  Analyst  at Wall  Street  On
Assistant Vice President       Demand (April 2003 - May 2005)
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Andrew J. Mika,                None
Senior Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Jan Miller,                    Formerly a Supervisor at Janus (May  2004-October
Assistant Vice President       2004  and  a   Manager   at   Invesco   (February
                               1994-February 2004).
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Nikolaos D. Monoyios,          None
Senior Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Charles Moon,                  Vice  President of HarbourView  Asset  Management
Vice President                 Corporation  and  of  OFI   Institutional   Asset
                               Management, Inc.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
John V. Murphy,                President and Management  Director of Oppenheimer
Chairman, President, Chief     Acquisition  Corp.;  President  and  Director  of
Executive Officer & Director   Oppenheimer   Partnership   Holdings,   Inc.  and
                               Oppenheimer   Real   Asset   Management,    Inc.;
                               Chairman  and Director of  Shareholder  Services,
                               Inc. and Shareholder  Financial  Services,  Inc.;
                               Director   of   Centennial    Asset    Management
                               Corporation,  OppenheimerFunds Distributor, Inc.,
                               Institutional  Asset  Management,  Inc.,  Trinity
                               Investment   Management   Corporation,    Tremont
                               Capital  Management,   Inc.,   HarbourView  Asset
                               Management    Corporation    and   OFI    Private
                               Investments,  Inc.;  Executive  Vice President of
                               Massachusetts   Mutual  Life  Insurance  Company;
                               Director  of  DLB  Acquisition   Corporation;   a
                               member  of  the  Investment  Company  Institute's
                               Board of Governors.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Meaghan Murphy,                Formerly  Marketing  Professional,  RFP Writer at
Assistant Vice President       JP Morgan  Fleming Asset  Management  (May 2002 -
                               October 2004).
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Suzanne Murphy,                Formerly  (until December 2003) a Vice President,
Vice President                 Senior Marketing Manager with Citigroup.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Thomas J. Murray,              None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Kenneth Nadler,                None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Christina Nasta,               Vice President of  OppenheimerFunds  Distributor,
Vice President                 Inc.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Richard Nichols,               None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
William Norman,                None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
James B. O'Connell,            Formerly   a   Senior    Designer    Manager   of
Assistant Vice President       OppenheimerFunds,  Inc.  (April  2002 -  December
                               2004).
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Matthew O'Donnell,             None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
John O'Hare,                   None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
John J. Okray,                 Formerly   Vice   President,    Head   of   Trust
Vice President                 Operations at Lehman Brothers (June  2004-October
                               2004)  prior to which  he was an  Assistant  Vice
                               President,   Director   of  Trust   Services   at
                               Cambridge Trust Company (October 2002-June 2004).
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Lerae A. Palumbo,              None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Anthony Parish,                None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
David P. Pellegrino,           None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Allison C. Pells,              None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Robert H. Pemble,              None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Lori L. Penna,                 Formerly  an RFP  Manager/Associate  at  JPMorgan
Vice President                 Chase & Co. (June 2001-September 2004).
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Brian Petersen,                None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Marmeline Petion-Midy,         Formerly a Senior Financial  Analyst with General
Assistant Vice President       Motors,  NY Treasurer's  Office (July  2000-Augut
                               2004).
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
David Pfeffer,                 Senior  Vice  President  of   HarbourView   Asset
Senior Vice President and      Management   Corporation   since  February  2004.
Chief Financial Officer        Formerly,  Director and Chief  Financial  Officer
                               at   Citigroup   Asset    Management    (February
                               2000-February 2004).
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
James F. Phillips,             None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Scott Phillips,                Formerly   Vice   President   at  Merrill   Lynch
Vice President                 Investment Management (June 2000-July 2004).
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Gary Pilc,                     None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
John Piper,                    None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Nicolas Pisciotti,             Formerly  Assistant  Vice President at ING (April
Assistant Vice President       2002 - May 2005)
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Jason Pizzorusso,              None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
David Poiesz,                  Formerly  a Senior  Portfolio  Manager at Merrill
Senior Vice President, Head    Lynch (October 2002-May 2004).
of Growth Equity Investments
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Sergei Polevikov,              None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Jeffrey Portnoy,               None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Raghaw Prasad,                 None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
David Preuss,                  None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Ellen Puckett,                 Formerly   Sennior  Program  Manager  at  Dendant
Assistant Vice President       Telecommunications (May 2002-September 2004).
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Jane C. Putnam,                None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Paul Quarles,                  Formerly a  Principal  at AIM  Management  Group,
Assistant Vice President       Inc. (October 1997-October 2004).
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Michael E. Quinn,              None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Julie S. Radtke,               None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Norma J. Rapini,               None
Assistant Vice President:
Rochester Division
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Corry E. Read,                 None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Marc Reinganum,                None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Jill Reiter,                   None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Claire Ring,                   None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
David Robertson,               Senior   Vice   President   of   OppenheimerFunds
Senior Vice President          Distributor, Inc.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Robert Robis,                  Formerly  a  Proprietary  Trader  at J.P.  Morgan
Assistant Vice President       Chase & Co. (May 2004-May 2005).
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Antoinette Rodriguez,          None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Stacey Roode,                  None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Jeffrey S. Rosen,              None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Stacy Roth,                    None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
James H. Ruff,                 President   and   Director  of   OppenheimerFunds
Executive Vice President       Distributor,    Inc.   and    Centennial    Asset
                               Management Corporation;  Executive Vice President
                               of OFI Private Investments, Inc.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Adrienne Ruffle,               Formerly an Associate  with Sidley Austin Brown &
Assistant Vice President and   Wood LLP (September 2002-February 2005).
Assistant Counsel
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Kim Russomanno,                None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Timothy Ryan,                  Formerly   a   research   analyst  in  the  large
Vice President                 equities group at Credit Suisse Asset  Management
                               (August 2001-June 2004)
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Rohit Sah,                     None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Valerie Sanders,               None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Karen Sandler,                 None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Rudi W. Schadt,                None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Ellen P. Schoenfeld,           None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Maria Schulte,                 None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Scott A. Schwegel,             None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Allan P. Sedmak                None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Jennifer L. Sexton,            Senior    Vice    President    of   OFI   Private
Vice President                 Investments, Inc.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Nava Sharma,                   None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Bonnie Sherman,                None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
David C. Sitgreaves,           None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Edward James Sivigny           None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Enrique H. Smith,              None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Louis Sortino,                 None
Assistant Vice President:
Rochester Division
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Keith J. Spencer,              None
Senior Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Marco Antonio Spinar,          None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Richard A. Stein,              None
Vice President: Rochester
Division
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Arthur P. Steinmetz,           Senior  Vice  President  of   HarbourView   Asset
Senior Vice President          Management Corporation.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Jennifer Stevens,              None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
John P. Stoma,                 Senior   Vice   President   of   OppenheimerFunds
Senior Vice President          Distributor, Inc.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Deborah A. Sullivan,           Secretary of OFI Trust Company.
Vice President & Assistant
Counsel
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Michael Sussman,               Vice President of  OppenheimerFunds  Distributor,
Vice President                 Inc.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Brian C. Szilagyi,             Director of Financial  Reporting  and  Compliance
Assistant Vice President       at First Data Corporation (April 2003-June 2004).
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Matthew Tartaglia,             None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Martin Telles,                 Senior   Vice   President   of   OppenheimerFunds
Senior Vice President          Distributor, Inc.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Paul Temple,                   None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Jeaneen Terrio,                None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Vincent Toner,                 None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Leonid Tsvayg,                 None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Keith Tucker,                  None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Cameron Ullyat,                None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Angela Uttaro,                 None
Assistant Vice President:
Rochester Division
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Mark S. Vandehey,              Vice President of  OppenheimerFunds  Distributor,
Senior Vice President and      Inc.,  Centennial  Asset  Management  Corporation
Chief Compliance Officer       and Shareholder  Services,  Inc.; Chief Financial
                               Officer   of   HarbourView    Asset    Management
                               Corporation,  Oppenheimer  Partnership  Holdings,
                               Inc.,  Oppenheimer Real Asset  Management,  Inc.,
                               Shareholder     Financial     Services,     Inc.,
                               OppenheimerFunds   Legacy  Program,  OFI  Private
                               Investments,  Inc.,  OFI  Trust  Company  and OFI
                               Institutional  Asset  Management,  Inc.  Formerly
                               (until    March   2004)   Vice    President    of
                               OppenheimerFunds, Inc.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Maureen Van Norstrand,         None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Nancy Vann,                    Formerly  Assistant  General  Counsel  at Reserve
Vice President and Assistant   Management  Company,   Inc.  (April  to  December
Counsel                        2004);  attorney  at Sidley  Austin  Brown & Wood
                               LLP (October 1997 - April 2004).
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Rene Vecka,                    None
Assistant Vice President,
Rochester Division
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Vincent Vermette,              Assistant  Vice  President  of   OppenheimerFunds
Assistant Vice President       Distributor, Inc.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Phillip F. Vottiero,           None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Lisa Walsh,                    None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Teresa M. Ward,                Vice President of  OppenheimerFunds  Distributor,
Vice President                 Inc.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Jerry A. Webman,               Senior  Vice  President  of   HarbourView   Asset
Senior Vice President          Management Corporation.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Christopher D. Weiler,         None
Vice President: Rochester
Division
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Adam Weiner,                   None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Barry D. Weiss,                Vice  President of HarbourView  Asset  Management
Vice President                 Corporation  and of Centennial  Asset  Management
                               Corporation.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Melissa Lynn Weiss,            None
Vice President & Associate
Counsel
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Christine Wells,               None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Joseph J. Welsh,               Vice  President of HarbourView  Asset  Management
Vice President                 Corporation.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Diederick Wermolder,           Director of  OppenheimerFunds  International Ltd.
Senior Vice President          and  OppenheimerFunds  plc  and  OppenheimerFunds
                               (Asia) Limited;  Senior Vice President  (Managing
                               Director of the  International  Division)  of OFI
                               Institutional Asset Management, Inc..
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Catherine M. White,            Assistant  Vice  President  of   OppenheimerFunds
Assistant Vice President       Distributor,   Inc.;   member  of  the   American
                               Society of Pension Actuaries (ASPA) since 1995.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Annabel Whiting,               None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
William L. Wilby,              None
Senior Vice President and
Senior Investment Officer,
Director of Equities
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Donna M. Winn,                 President,  Chief Executive  Officer and Director
Senior Vice President          of OFI Private  Investments,  Inc.;  Director and
                               President  of  OppenheimerFunds  Legacy  Program;
                               Senior   Vice   President   of   OppenheimerFunds
                               Distributor, Inc.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Philip Witkower,               Senior   Vice   President   of   OppenheimerFunds
Senior Vice President          Distributor, Inc.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Brian W. Wixted,               Treasurer   of   HarbourView   Asset   Management
Senior Vice President and      Corporation;    OppenheimerFunds    International
Treasurer                      Ltd.,  Oppenheimer  Partnership  Holdings,  Inc.,
                               Oppenheimer   Real   Asset   Management,    Inc.,
                               Shareholder    Services,     Inc.,    Shareholder
                               Financial    Services,    Inc.,    OFI    Private
                               Investments,   Inc.,  OFI   Institutional   Asset
                               Management,   Inc.,   OppenheimerFunds   plc  and
                               OppenheimerFunds  Legacy  Program;  Treasurer and
                               Chief  Financial  Officer  of OFI Trust  Company;
                               Assistant  Treasurer of  Oppenheimer  Acquisition
                               Corp.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Carol E. Wolf,                 Senior  Vice  President  of   HarbourView   Asset
Senior Vice President          Management  Corporation  and of Centennial  Asset
                               Management  Corporation;  serves  on the Board of
                               the Colorado Ballet.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Meredith Wolff,                None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Oliver Wolff,                  None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Kurt Wolfgruber,               Director  of Tremont  Capital  Management,  Inc.,
Executive Vice President,      HarbourView Asset Management  Corporation and OFI
Chief Investment Officer and   Institutional Asset Management,  Inc. (since June
Director                       2003)
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Caleb C. Wong,                 None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Edward C. Yoensky,             None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Lucy Zachman,                  None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Robert G. Zack                 General Counsel and Director of  OppenheimerFunds
Executive Vice President and   Distributor,  Inc.; General Counsel of Centennial
General Counsel                Asset   Management   Corporation;   Senior   Vice
                               President  and  General  Counsel  of  HarbourView
                               Asset    Management     Corporation    and    OFI
                               Institutional  Asset  Management,   Inc.;  Senior
                               Vice  President,  General Counsel and Director of
                               Shareholder     Financial     Services,     Inc.,
                               Shareholder    Services,    Inc.,   OFI   Private
                               Investments,  Inc.  and OFI Trust  Company;  Vice
                               President    and    Director    of    Oppenheimer
                               Partnership   Holdings,    Inc.;   Director   and
                               Assistant Secretary of  OppenheimerFunds  plc and
                               OppenheimerFunds  International  Ltd.;  Secretary
                               and General  Counsel of  Oppenheimer  Acquisition
                               Corp.;   Director  of   Oppenheimer   Real  Asset
                               Management,   Inc.  and  OppenheimerFunds  (Asia)
                               Limited);   Vice  President  of  OppenheimerFunds
                               Legacy Program.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Neal A. Zamore,                None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Mark D. Zavanelli,             None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Alex Zhou,                     None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Arthur J. Zimmer,              Senior  Vice  President  of   HarbourView   Asset
Senior Vice President          Management Corporation.
---------------------------------------------------------------------------------


The Oppenheimer Funds include the following:

Centennial California Tax Exempt Trust
Centennial Government Trust
Centennial Money Market Trust
Centennial New York Tax Exempt Trust
Centennial Tax Exempt Trust
Limited Term New York Municipal Fund (a series of Rochester Portfolio Series)
OFI Tremont Core Strategies Hedge Fund
OFI Tremont Market Neutral Hedge Fund
Oppenheimer AMT-Free Municipals
Oppenheimer AMT-Free New York Municipals
Oppenheimer Balanced Fund
Oppenheimer California Municipal Fund
Oppenheimer Capital Appreciation Fund
Oppenheimer Capital Income Fund
Oppenheimer Cash Reserves
Oppenheimer Champion Income Fund
Oppenheimer Convertible Securities Fund (a series of Bond Fund Series)
Oppenheimer Core Bond Fund (a series of Oppenheimer Integrity Funds)
Oppenheimer Developing Markets Fund
Oppenheimer Discovery Fund
Oppenheimer Dividend Growth Fund
Oppenheimer Emerging Growth Fund
Oppenheimer Emerging Technologies Fund
Oppenheimer Enterprise Fund
Oppenheimer Equity Fund, Inc.
Oppenheimer Global Fund
Oppenheimer Global Opportunities Fund
Oppenheimer Gold & Special Minerals Fund
Oppenheimer Growth Fund
Oppenheimer High Yield Fund
Oppenheimer International Bond Fund
Oppenheimer International Diversified Fund
Oppenheimer International Growth Fund
Oppenheimer International Large-Cap Core Fund (a series of Oppenheimer
International Large-
     Cap Core Trust)
Oppenheimer International Small Company Fund
Oppenheimer International Value Fund (a series of Oppenheimer International
Value Trust)
Oppenheimer Limited Term California Municipal Fund
Oppenheimer Limited-Term Government Fund
Oppenheimer Limited Term Municipal Fund (a series of Oppenheimer Municipal
Fund)
Oppenheimer Main Street Fund (a series of Oppenheimer Main Street Funds, Inc.)
Oppenheimer Main Street Opportunity Fund
Oppenheimer Main Street Small Cap Fund
Oppenheimer MidCap Fund
Oppenheimer Money Market Fund, Inc.
Oppenheimer Multi-State Municipal Trust (3 series):
     Oppenheimer New Jersey Municipal Fund
     Oppenheimer Pennsylvania Municipal Fund
     Oppenheimer Rochester National Municipals
Oppenheimer Portfolio Series (4 series)
     Active Allocation Fund
     Aggressive Investor Fund
     Conservative Investor Fund
     Moderate Investor Fund
Oppenheimer Principal Protected Main Street Fund (a series of Oppenheimer
Principal
     Protected Trust)
Oppenheimer Principal Protected Main Street Fund II (a series of Oppenheimer
Principal
     Protected Trust II)
Oppenheimer Principal Protected Main Street Fund III (a series of Oppenheimer
Principal
     Protected Trust III)
Oppenheimer Quest Capital Value Fund, Inc.
Oppenheimer Quest For Value Funds (3 series)
     Oppenheimer Quest Balanced Fund
     Oppenheimer Quest Opportunity Value Fund
     Oppenheimer Small- & Mid- Cap Value Fund
Oppenheimer Quest International Value Fund, Inc.
Oppenheimer Quest Value Fund, Inc.
Oppenheimer Real Asset Fund
Oppenheimer Real Estate Fund
Oppenheimer Select Value Fund
Oppenheimer Senior Floating Rate Fund
Oppenheimer Series Fund, Inc. (2 series):
     Oppenheimer Disciplined Allocation Fund
     Oppenheimer Value Fund
Oppenheimer Strategic Income Fund
Oppenheimer Total Return Bond Fund
Oppenheimer Tremont Market Neutral Fund, LLC
Oppenheimer Tremont Opportunity Fund, LLC
Oppenheimer U.S. Government Trust
Oppenheimer Variable Account Funds (11 series):
     Oppenheimer Aggressive Growth Fund/VA
     Oppenheimer Balanced Fund/VA
     Oppenheimer Capital Appreciation Fund/VA
     Oppenheimer Core Bond Fund/VA
     Oppenheimer Global Securities Fund/VA
     Oppenheimer High Income Fund/VA
     Oppenheimer Main Street Fund/VA
     Oppenheimer Main Street Small Cap Fund/VA
     Oppenheimer Money Fund/VA
     Oppenheimer Strategic Bond Fund/VA
     Oppenheimer Value Fund/VA
Panorama Series Fund, Inc. (4 series):
     Government Securities Portfolio
     Growth Portfolio
     Oppenheimer International Growth Fund/VA
     Total Return Portfolio
Rochester Fund Municipals

The address of the  Oppenheimer  funds  listed  above,  Shareholder  Financial
Services,  Inc.,  Shareholder  Services,  Inc.,   OppenheimerFunds   Services,
Centennial   Asset   Management   Corporation,   Centennial   Capital   Corp.,
Oppenheimer Real Asset Management,  Inc. and  OppenheimerFunds  Legacy Program
is 6803 South Tucson Way, Centennial, Colorado 80112-3924.

The address of OppenheimerFunds,  Inc.,  OppenheimerFunds  Distributor,  Inc.,
HarbourView Asset Management  Corporation,  Oppenheimer  Partnership Holdings,
Inc.,  Oppenheimer  Acquisition  Corp.,  OFI Private  Investments,  Inc.,  OFI
Institutional  Asset  Management,  Inc. and  Oppenheimer  Trust Company is Two
World Financial  Center,  225 Liberty Street,  11th Floor,  New York, New York
10281-1008.

The address of Tremont  Advisers,  Inc. is 555 Theodore  Fremd  Avenue,  Suite
206-C, Rye, New York 10580.

The  address  of  OppenheimerFunds  International  Ltd.  is Bloc C, Irish Life
Center, Lower Abbey Street, Dublin 1, Ireland.

The address of Trinity Investment  Management  Corporation is 301 North Spring
Street, Bellefonte, Pennsylvania 16823.


Item 27. Principal Underwriter

(a)   OppenheimerFunds   Distributor,   Inc.   is  the   Distributor   of  the
Registrant's  shares.  It is  also  the  Distributor  of  each  of  the  other
registered open-end investment companies for which  OppenheimerFunds,  Inc. is
the  investment  adviser,  as described  in Part A and B of this  Registration
Statement and listed in Item 26(b) above (except  Panorama Series Fund,  Inc.)
and for MassMutual Institutional Funds.

(b)   The directors and officers of the Registrant's principal underwriter
are:
---------------------------------------------------------------------------------
Name & Principal                Position & Office         Position and Office
Business Address                with Underwriter          with Registrant
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Timothy Abbhul(1)               Vice President            None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Robert Agan(1)                  Vice President            None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Janette Aprilante(2)            Secretary                 None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
James Barker                    Vice President            None
2901B N. Lakewood Avenue
Chicago, IL 60657
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Kathleen Beichert(1)            Vice President            None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Rocco Benedetto(2)              Assistant Vice President  None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Robert J. Bishop(1)             Treasurer                 None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Douglas S. Blankenship          Vice President            None
10407 Cromdale Manor Ct.
Springs, TX 77379
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Tracey Blinzler(1)              Assistant Vice President  None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
David A. Borrelli               Vice President            None
105 Black Calla Ct.
San Ramon, CA 94583
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Jeffrey R. Botwinick(2)         Vice President            None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Michelle Brennan(2)             Vice President            None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
L. Scott Brooks(2)              Vice President            None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Kevin E. Brosmith               Senior Vice President     None
5 Deer Path
South Natlick, MA 01760
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Jeffrey W. Bryan                Vice President            None
1048 Malaga Avenue
Coral Gables, FL 33134
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Patrick Campbell(1)             Assistant Vice President  None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Andrew Chonofsky                Vice President            None
300 West Fifth Street, Apt. 118
Charlotte, NC 28202
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Melissa Clayton(2)              Assistant Vice President  None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Susan Cornwell(1)               Vice President            None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Neev Crane                      Vice President            None
1530 Beacon Street, Apt. #1403
Brookline, MA 02446
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Julian C. Curry                 Vice President            None
5801 Nicholson Lane, Suite 420
North Bethesda, MD 20852
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Jeffrey D. Damia(2)             Vice President            None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
John Davis(2)                   Vice President            None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Stephen J. Demetrovits(2)       Vice President            None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Joseph A. DiMauro               Vice President            None
522 Lakeland Avenue
Grosse Pointe, MI 48230
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Steven Dombrower(2)             Vice President            None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
George P. Dougherty             Vice President            None
328 Regency Drive
North Wales, PA 19454
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Ryan C. Drier                   Vice President            None
3307 Park Ridge Lane NE
Grand Rapids, MI 49525
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Cliff H. Dunteman               Vice President            None
N 53 W 27761 Bantry Road
Sussex, WI 53089-45533
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Hillary Eigen(2)                Assistant Vice President  None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
John Eiler(2)                   Vice President            None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Kent M. Elwell                  Vice President            None
35 Crown Terrace
Yardley, PA 19067
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Gregg A. Everett                Vice President            None
4328 Auston Way
Palm Harbor, FL 34685-4017
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
George R. Fahey(1)              Senior Vice President     None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Eric C. Fallon                  Vice President            None
10 Worth Circle
Newton, MA 02458
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Deanna Farrugia(1)              Vice President            None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Joseph Fernandez                Vice President            None
1717 Richbourg Park Drive
Brentwood, TN 37027
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Mark J. Ferro(2)                Senior Vice President     None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Ronald H. Fielding(3)           Vice President            None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Bradley Finkle(2)               Vice President            None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Eric P. Fishel                  Vice President            None
725 Boston Post Rd., #12
Sudbury, MA 01776
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Patrick W. Flynn (1)            Senior Vice President     None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
John E. Forrest(2)              Senior Vice President     None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
John ("J") Fortuna(2)           Vice President            None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Jayme Fowler(2)                 Vice President            None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Lucio Giliberti                 Vice President            None
6 Cyndi Court
Flemington, NJ 08822
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Raquel Granahan(2)              Vice President            None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Ralph Grant                     Senior Vice President     None
10 Boathouse Close
Mt. Pleasant, SC 29464
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Kahle Greenfield(2)             Vice President            None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Michael D. Guman                Vice President            None
3913 Pleasant Avenue
Allentown, PA 18103
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
James E. Gunther                Vice President            None
178 Canterbury Turn
Lancaster, PA 17601
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Kevin J. Healy(2)               Vice President            None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Kevin Hennessey                 Vice President            None
8634 Forest Run Lane
Orlando, FL 32836
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Elyse R. Jurman Herman          Vice President            None
5486 NW 42 Avenue
Boca Raton, FL 33496
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Suzanne Heske                   Vice President            None
4146 22nd Street
San Francisco, CA 94114
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Wendy G. Hetson(2)              Vice President            None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
William E. Hortz(2)             Vice President            None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Edward Hrybenko(2)              Vice President            None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Brian F. Husch(2)               Vice President            None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Stephen Ilnitzki(2)             Vice President            None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Kathleen T. Ives(1)             Vice      President     & Assistant Secretary
                                Assistant Secretary
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Shonda Rae Jaquez(2)            Assistant Vice President  None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Nivan Jaleeli                   Vice President            None
13622 E. Geronimo Rd.
Scottsdale, AZ 85259
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Eric K. Johnson(1)              Vice President            None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Mark D. Johnson                 Vice President            None
15792 Scenic Green Court
Chesterfield, MO 63017
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Christina J. Keller(2)          Vice President            None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Michael Keogh(2)                Vice President            None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Lisa Klassen(1)                 Assistant Vice President  None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Richard Klein                   Senior Vice President     None
4820 Fremont Avenue South
Minneapolis, MN 55419
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Richard Knott(1)                Senior Vice President     None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Brent A. Krantz                 Senior Vice President     None
61500 Tam McArthur Loop
Bend, OR 97702
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
David T. Kuzia                  Vice President            None
19102 Miranda Circle
Omaha, NE 68130
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Tracey Lange(2)                 Vice President            None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Paul R. LeMire                  Assistant Vice President  None
7 Cormorant Drive
Middletown, NJ 07748
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Eric J. Liberman(2)             Vice President            None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Malissa Lischin(2)              Assistant Vice President  None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
James V. Loehle(2)              Vice President            None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Thomas Loncar(1)                Vice President            None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Montana W. Low                  Vice President            None
1636 N. Wells Street, Apt. 3411
Chicago, IL 60614
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Craig Lyman                     Vice President            None
3930 Swenson St. #502
Las Vegas, NV 89119
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
John J. Lynch                   Vice President            None
6325 Bryan Parkway
Dallas, TX 75214
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Michael Malik                   Vice President            None
546 Idylberry Road
San Rafael, CA 94903
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Steven C. Manns                 Vice President            None
1627 N. Hermitage Avenue
Chicago, IL 60622
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Todd A. Marion(2)               Vice President            None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
LuAnn Mascia(2)                 Vice President            None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Theresa-Marie Maynier           Vice President            None
2421 Charlotte Drive
Charlotte, NC 28203
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
John C. McDonough               Vice President            None
2 Leland Ct.
Chevy Chase, MD 20815
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Kent C. McGowan                 Vice President            None
9510 190th Place SW
Edmonds, WA 98020
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Brian F. Medina(1)              Vice President            None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Daniel Melehan                  Vice President            None
906 Bridgeport Court
San Marcos, CA 92069
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Mark Mezzanotte                 Vice President            None
16 Cullen Way
Exeter, NH 03833
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Clint Modler(1)                 Vice President            None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Robert Moser(1)                 Vice President            None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
David W. Mountford              Vice President            None
7820 Banyan Terrace
Tamarac, FL 33321
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Gzim Muja                       Vice President            None
269 S. Beverly Dr. #807
Beverly Hills, CA 90212
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
John V. Murphy(2)               Director                  President & Trustee

---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Wendy Jean Murray               Vice President            None
32 Carolin Road
Upper Montclair, NJ 07043
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
John S. Napier                  Vice President            None
17 Hillcrest Ave.
Darien, CT 06820
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Christina Nasta(2)              Vice President            None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Kevin P. Neznek(2)              Vice President            None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Bradford Norford                Vice President            None
3914 Easton Sq. Pl.
Columbus, OH 43219
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Alan Panzer                     Vice President            None
6755 Ridge Mill Lane
Atlanta, GA 30328
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Michael Park(2)                 Vice President            None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Brian C. Perkes                 Vice President            None
6 Lawton Ct.
Frisco, TX 75034
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Charles K. Pettit(2)            Vice President            None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Elaine M. Puleo-Carter(2)       Senior Vice President     None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Minnie Ra                       Vice President            None
100 Dolores Street, #203
Carmel, CA 93923
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Dusting Raring                  Vice President            None
27 Blakemore Drive
Ladera Ranch, CA 92797
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Michael A. Raso(2)              Vice President            None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Richard Rath                    Vice President            None
46 Mt. Vernon Ave.
Alexandria, VA 22301
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Ruxandra Risko(2)               Vice President            None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
David R. Robertson(2)           Senior Vice President     None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Nicole Robbins(2)               Vice President            None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Ian M. Roche                    Vice President            None
7070 Bramshill Circle
Bainbridge, OH 44023
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Kenneth A. Rosenson             Vice President            None
24753 Vantage Pt. Terrace
Malibu, CA 90265
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
James H. Ruff(2)                President & Director      None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Matthew Rutig                   Vice President            None
199 North Street
Ridgefield, CT 06877
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
William R. Rylander             Vice President            None
85 Evergreen Road
Vernon, CT 06066
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Thomas Sabow                    Vice President            None
6617 Southcrest Drive
Edina, MN 55435
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
John Saunders                   Vice President            None
911 North Orange Avenue #401
Orlando, FL 32801
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Jill Schmitt(2)                 Vice President            None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Thomas Schmitt(2)               Vice President            None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
William Schories(2)             Vice President            None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Charles F. Scully               Vice President            None
125 Cypress View Way
Apex, NC 27502
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Eric Sharp                      Vice President            None
862 McNeill Circle
Woodland, CA 95695
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
William Sheluck(2)              Vice President            None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Debbie A. Simon                 Vice President            None
55 E. Erie St., #4404
Chicago, IL 60611
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Bryant Smith(1)                 Vice President            None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Douglas Bruce Smith             Vice President            None
8927 35th Street W.
University Place, WA 98466
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
John Spensley                   Vice President            None
2000 Rhettsbury Street
Carmel, IN 46032
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Alfred St. John(2)              Vice President            None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Bryan Stein                     Vice President            None
8 Longwood Rd.
Voorhees, NJ 08043
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
John Stoma(2)                   Senior Vice President     None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Wayne Strauss(3)                Assistant Vice President  None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Brian C. Summe                  Vice President            None
2479 Legends Way
Crestview Hills, KY 41017
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Michael Sussman(2)              Vice President            None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
George T. Sweeney               Senior Vice President     None
5 Smokehouse Lane
Hummelstown, PA 17036
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
James Taylor(2)                 Assistant Vice President  None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Martin Telles(2)                Senior Vice President     None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
David G. Thomas                 Vice President            None
16628 Elk Run Court
Leesburg, VA 20176
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Barrie L. Tiedemann             Vice President            None
2592 S. Belvoir Blvd.
University Heights, OH 44118
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Mark S. Vandehey(1)             Vice  President and Chief Vice   President   and
                                Compliance Officer        Chief       Compliance
                                                          Officer
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Vincent Vermete(2)              Assistant Vice President  None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Elaine Villas(2)                Assistant Vice President  None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Cynthia Walloga(2)              Vice President            None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Kenneth Lediard Ward            Vice President            None
1400  Cottonwood  Valley Circle
N.
Irving, TX 75038
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Teresa Ward(1)                  Vice President            None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Michael J. Weigner              Vice President            None
4905 W. San Nicholas Street
Tampa, FL 33629
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Donn Weise                      Vice President            None
3249 Earlmar Drive
Los Angeles, CA 90064
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Chris Werner(1)                 Vice President            None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Catherine White(2)              Assistant Vice President  None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Donna Winn(2)                   Senior Vice President     None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Philip Witkower(2)              Senior Vice President     None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Meredith Wolff(2)               Assistant Vice President  None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Cary Patrick Wozniak            Vice President            None
18808 Bravata Court
San Diego, CA 92128
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
John Charles Young              Vice President            None
3914 Southwestern
Houston, TX 77005
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Robert G. Zack(2)               General     Counsel     & Vice    President    &
                                Director                  Secretary
---------------------------------------------------------------------------------

(1)6803 South Tucson Way, Centennial, CO 80112-3924
(2)Two World Financial  Center,  225 Liberty Street,  11th Floor, New York, NY
10281-1008
(3)350 Linden Oaks, Rochester, NY 14623

(c)   Not applicable.

Item 28. Location of Accounts and Records

The  accounts,  books  and  other  documents  required  to  be  maintained  by
Registrant  pursuant to Section  31(a) of the  Investment  Company Act of 1940
and rules  promulgated  thereunder are in the possession of  OppenheimerFunds,
Inc. at its offices at 6803 South Tucson Way, Centennial, Colorado 80112-3924.

Item 29. Management Services

Not applicable

Item 30. Undertakings

Not applicable.


                                  SIGNATURES


Pursuant to the requirements of the Securities Act and the Investment  Company
Act,  the  Fund   certifies  that  it  meets  all  of  the   requirements   for
effectiveness  of this  registration  statement  under  rule 485 (b) under the
Securities  Act and has duly caused this  registration  statement to be signed
on its behalf by the  undersigned,  duly  authorized,  in the City of New York
and State of New York on the 25th day of January 2006.


                              OPPENHEIMER MUNICIPAL FUND

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


Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the following persons in the capacities on
the dates indicated:

Signatures                   Title                       Date

/s/ William L. Armstrong*

-----------------------      Chairman of the Board       January 25, 2006
William L. Armstrong         of Trustees

/s/ John V. Murphy*          President, Principal        January 25, 2006
------------------------     Executive Officer & Trustee
John V. Murphy

/s/ Brian W. Wixted*         Treasurer, Principal        January 25, 2006
-------------------------    Financial &
Brian W. Wixted              Accounting Officer

/s/ Robert G. Avis*          Trustee                     January 25, 2006

----------------------
Robert G. Avis


/s/ George Bowen*            Trustee                     January 25, 2006

----------------------
George Bowen


/s/ Edward Cameron*          Trustee                     January 25, 2006

------------------------
Edward Cameron



Jon S. Fossel*               Trustee                     January 25, 2006

--------------------
Jon S. Fossel


/s/ Sam Freedman*            Trustee                     January 25, 2006

----------------------
Sam Freedman


/s/ Beverly L. Hamilton

------------------------------                           Trustee  January 25,
2006

Beverly L. Hamilton

/s/ Robert J. Malone*

--------------------------   Trustee                     January 25, 2006
Robert J. Malone

/s/ F. William Marshall, Jr.*                            Trustee  January 25,
2006

--------------------------------
F. William Marshall, Jr.

*By: /s/ Mitchell J. Lindauer
-----------------------------------------
Mitchell J. Lindauer, Attorney-in-Fact










                          OPPENHEIMER MUNICIPAL FUND

                     Registration Statement No. 33-08054


                       Post-Effective Amendment No. 29



                                EXHIBIT INDEX


Exhibit No.       Description


23. (d)           (i) Amended and Restated Investment Advisory Agreement

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