As Filed with the Securities and Exchange

                        Commission on February 27, 2004




                                                     Registration No. 811-5473


                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549
                                   FORM N-2

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY
  ACT OF 1940                                                              /X/



      Amendment No. 19                                                     /X/



                     OPPENHEIMER MULTI-SECTOR INCOME TRUST

              (Exact Name of Registrant as Specified in Charter)


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


                   (Address of Principal Executive Offices)

                                 212-323-0250
-
                        (Registrant's Telephone Number)

                             ROBERT G. ZACK, ESQ.
                            OppenheimerFunds, Inc.

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


                    (Name and Address of Agent for Service)







                                   FORM N-2

                     OPPENHEIMER MULTI-SECTOR INCOME TRUST

                             Cross Reference Sheet

Part A of
Form N-2
Item No.    Prospectus Heading

1    *
2    *
3    *
4    *
5    *
6    *
7    *
8    General Description of the Registrant
9    Management
10   Capital Stock, Long-Term Debt, and Other Securities
11   *
12   *
13   See Item 15 of the Statement of Additional Information


Part B of
Form N-2
Item No. Heading In Statement of Additional Information

14   Cover Page
15   Table of Contents
16   *
17   See Item 8 of the Prospectus
18   Management
19   Control Persons and Principal Holders of Securities
20   See Item 9 of the Prospectus
21   Brokerage Allocation and Other Practices
22   See Item 10 of the Prospectus
23   Financial Statements




* Not applicable or negative answer.






                                      61
                     OPPENHEIMER MULTI-SECTOR INCOME TRUST

                                    PART A

                     INFORMATION REQUIRED IN A PROSPECTUS


Item 1.     Outside Front Cover.

            Inapplicable.

Item 2.     Inside Front and Outside Back Cover Page.

            Inapplicable.

Item 3.     Fee Table and Synopsis

            Inapplicable.

Item 4.     Financial Highlights.

            Inapplicable.

Item 5.     Plan of Distribution.

            Inapplicable.

Item 6.     Selling Shareholders.

            Inapplicable.

Item 7.     Use of Proceeds.

            Inapplicable.

Item 8.     General Description of the Registrant.

      1.  Oppenheimer Multi-Sector Income Trust (the "Fund" or "Registrant")
is a closed-end diversified management investment company organized as a
Massachusetts business trust on February 22, 1988.

      2., 3., and 4.  The Fund's primary investment objective is high current
income consistent with preservation of capital.  Its secondary objective is
capital appreciation.  In seeking those objectives, under normal market
conditions, the Fund will allocate its assets among seven sectors of the
fixed-income securities market to take advantage of opportunities anticipated
by OppenheimerFunds, Inc., the Fund's investment advisor (the "Manager"),
which arise in particular sectors in various economic environments.  The
Manager's opinion as to such
opportunities will be based on various factors which may affect the levels of
income which can be obtained from the different sectors, such as (i) the
effect of interest rate changes, on a relative and absolute basis, on yields
of securities in the particular sectors, (ii) the effect of changes in tax
laws and other legislation affecting securities in the various sectors, (iii)
changes in the relative values of foreign currencies, and (iv) perceived
strengths of the abilities of issuers in the various sectors to repay their
obligations.

      The sectors in which the Fund invests are not divided by industry but
instead differ by type of security and issuer and includes U.S. Government,
Corporate, International, Asset-Backed (including Mortgage-Backed),
Municipal, Convertible and Money Market sectors.  The Manager believes that
investing the Fund's assets in a portfolio comprised of three or more
sectors, as opposed to limiting investments to only one such sector, will
enhance the Fund's ability to achieve high current income consistent with
preservation of capital or seek capital appreciation.  The range of yields of
the securities in each sector will differ from securities in the others both
on an absolute and a relative basis.  It is not the intention of the Fund to
always allocate its assets to the sector with the highest range of yields as
this may not be consistent with preservation of capital.  The Manager will,
however, monitor changes in relative yields of securities in the various
sectors to help formulate its decisions on which sectors present attractive
investment opportunities at a particular time.

      Historically, the markets for the sectors identified below have tended
to behave somewhat independently and have at times moved in opposite
directions.  For example, U.S. government securities (defined below) have
generally been affected negatively by concerns about inflation that might
result from increased economic activity.  Corporate debt securities and
convertible securities, on the other hand, have generally benefited from
increased economic activity due to the resulting improvement in the credit
quality of corporate issuers which, in turn, has tended to cause a rise in
the prices of common stock underlying convertible securities.  The converse
has generally been true during periods of economic decline.  Similarly, U.S.
government securities can be negatively affected by a decline in the value of
the dollar against foreign currencies, while the non-dollar denominated
securities of foreign issuers held by U.S. investors have generally benefited
from such decline.  Investments in short-term money market securities tend to
decline less in value than long-term debt securities in periods of rising
interest rates but do not rise as much in periods of declining rates.  At
times the difference between yields on municipal securities and taxable
securities does not fully reflect the tax advantage of municipal securities.
At such times investments in municipal securities tend to fare better in
value than taxable investments because the yield differential generally can
be expected to increase again to reflect the tax advantage.

      The Manager believes that when financial markets exhibit this lack of
correlation, an active allocation of investments among these seven sectors
can permit greater preservation of capital over the long term than would be
obtained by investing permanently in any one sector.  To the extent that
active allocation of investments among market sectors by the Manager is
successful in preserving or increasing capital, the Fund's capacity to meet
its primary objective of high current income should be enhanced over the
longer term.  The Manager also will utilize certain other investment
techniques, including options and futures, intended to enhance income and
reduce market risk.







      The Fund can invest in securities in the Corporate, International,
Asset-Backed and Convertible Sectors which are in the lowest rating category
of each of Standard & Poor's Rating Service ("Standard & Poor's") or Moody's
Investors Service, Inc. ("Moody's"), or Fitch, Inc. ("Fitch") or another
nationally recognized rating organization, or which are unrated.  The
description and characteristics of the lowest rating category are discussed
in the description of the Corporate Sector.  In all other sectors, the Fund
will not invest in securities rated lower than those considered investment
grade, i.e. "Baa" by Moody's or "BBB" by Standard & Poor's, or Fitch.  See
"Investment Sectors in Which the Fund Invests" and Appendix A (Securities
Ratings) to the Statement of Additional Information.  Unrated securities will
be of comparable quality to those that are rated, in the opinion of the
Manager.  The seven sectors of the fixed-income securities market in which
the Fund can invest are:

-     The U.S. Government Sector, consisting of debt obligations of the U.S.
      government and its agencies and instrumentalities ("U.S. government
      securities");

-     The Corporate Sector, consisting of non-convertible debt obligations or
      preferred stock of U.S. corporate issuers and participation interests
      in senior, fully-secured loans made primarily to U.S. companies;

-     The International Sector, consisting of debt obligations (which may be
      denominated in foreign currencies) of foreign governments and their
      agencies and instrumentalities, certain supranational entities and
      foreign and U.S. companies;

-     The Asset-Backed Sector, consisting of undivided fractional interests
      in pools of consumer loans and participation interests in pools of
      residential mortgage loans;

-     The Municipal Sector, consisting of debt obligations of states,
      territories or possessions of the United States and the District of
      Columbia or their political subdivisions, agencies, instrumentalities
      or authorities;

-     The Convertible Sector, consisting of debt obligations and preferred
      stock of U.S. corporations which are convertible into common stock; and

-     The Money Market Sector, consisting of U.S. dollar-denominated debt
      obligations having a maturity of 397 days or less and issued by the
      U.S. government or its agencies, certain domestic banks or
      corporations; or certain foreign governments, agencies or banks; and
      repurchase agreements.

      Current income, preservation of capital and, secondarily, possible
capital appreciation will be considerations in the allocation of assets among
the seven investment sectors described above. The Manager anticipates that at
all times Fund assets will be spread among three or more sectors.  Securities
in the first six sectors above have maturities in excess of 397 days.  All
securities denominated in foreign currencies will be considered as part of
the International Sector, regardless of maturity.  The Fund can also invest
in options and futures related to securities in each of the sectors.







INVESTMENT SECTORS IN WHICH THE FUND INVESTS

      The Fund's assets allocated to each of the sectors will be managed in
accordance with the investment policies described above.  The Fund's
portfolio might not always include all of the different types of investments
described below.  The allocation among the different types of investments the
Fund is permitted to invest in will vary over time based on the Manager's
evaluation of economic and market conditions.

The U.S. Government Sector

      Assets in this sector will be invested in U.S. government securities,
which are obligations issued by or guaranteed by the United States government
or its agencies or instrumentalities.  Certain of these obligations,
including U.S. Treasury notes and bonds, and Federal Housing Administration
debentures, are supported by the full faith and credit of the United States.
Certain other U.S. government securities, issued or guaranteed by federal
agencies or government-sponsored enterprises, are not supported by the full
faith and credit of the United States.  These latter securities include
obligations supported by the right of the issuer to borrow from the U.S.
Treasury, such as obligations of Federal Home Loan Banks, and obligations
supported by the credit of the instrumentality, such as Federal National
Mortgage Association bonds.  The Manager will adjust the average maturity of
the investments held in this sector from time to time, depending on its
assessment of relative yields of securities of different maturities and its
expectations of future changes in interest rates.  U.S. government securities
are considered among the most creditworthy of fixed-income investments.
Because of this, the yields available from U.S. government securities are
generally lower than the yields available from corporate debt securities.
Nevertheless, the values of U.S. government securities (like those of
fixed-income securities generally) will change as interest rates fluctuate.

      Zero Coupon Treasury Securities.  The Fund can invest in "zero coupon"
Treasury securities which are (a) U.S. Treasury notes and bonds which have
been stripped of their unmatured interest coupons and receipts or (b)
certificates representing interests in such stripped debt obligations and
coupons.  A zero coupon security pays no interest to its holder during its
life.  Accordingly, such securities usually trade at a deep discount from
their face or par value and will be subject to greater fluctuations of market
value in response to changing interest rates than debt obligations of
comparable maturities which make current distribution of interest.  Current
federal tax law requires that a holder of a zero coupon security accrue a
portion of the discount at which the security was purchased as income each
year even though the holder receives no interest payment in cash on the
security during the year.  The Fund will not invest more than 10% of its
total assets at the time of purchase in zero coupon Treasury securities.

The Corporate Sector

      Assets allocated to this sector will be invested in secured or
unsecured non-convertible preferred stock and corporate debt obligations,
such as bonds, debentures and notes.  The Fund can also acquire participation
interests, as described below.







      Ratings.  Certain corporate fixed-income securities in which the Fund
can invest may be unrated or in the lower rating categories of recognized
rating agencies, i.e., ratings below "Baa" by Moody's or below "BBB" by
Standard & Poor's.  Lower-rated securities, commonly called junk bonds, will
involve greater volatility of price and risk of principal and income
(including a greater possibility of default or bankruptcy of the issuer of
such securities) than securities in the higher rating categories.  The Fund's
investments in lower-rated securities can not exceed 75% of the Fund's total
assets, with no more than 50% of the Fund's total assets in lower-rated
foreign securities (see "The International Sector," below).

      The Fund's ability to increase its investments in high-yield securities
will enable it to seek higher investment return.  However, high-yield
securities, whether rated or unrated, could be subject to greater market
fluctuations and risks of loss of income and principal and could have less
liquidity than lower yielding, higher-rated fixed-income securities.
Principal risks of high-yield securities include (i) limited liquidity and
secondary market support, (ii) substantial market price volatility resulting
from changes in prevailing interest rates, (iii) subordination of the
holder's claims to the prior claims of banks and other senior lenders in
bankruptcy proceedings, (iv) the operation of mandatory sinking fund or
call/redemption provisions during periods of declining interest rates,
whereby the holder might receive redemption proceeds at times when only
lower-yielding portfolio securities are available for investment, (v) the
possibility that earnings of the issuer can be insufficient to meet its debt
service, and (vi) the issuer's low creditworthiness and potential for
insolvency during periods of rising interest rates and economic downturn.

The International Sector

      The assets allocated to this sector will be invested in debt
obligations (which may either be denominated in U.S. dollars or in non-U.S.
currencies), issued or guaranteed by foreign corporations, certain
supranational entities (described below), and foreign governments or their
agencies or instrumentalities, and in debt obligations issued by U.S.
corporations denominated in non-U.S. currencies.  All such securities are
referred to as "foreign securities."  The Fund's investments in foreign
lower-rated securities can not exceed 50% of the Fund's total assets.  The
Fund can invest in any country where the Manager believes there is a
potential to achieve the Fund's investment objectives.  The Fund may not
invest more than 15% of its total assets in foreign securities of any one
country.

      The percentage of the Fund's assets that will be allocated to this
sector will vary on the relative yields of foreign and U.S. securities, the
economies of foreign countries, the condition of such countries' financial
markets, the interest rate climate of such countries and the relationship of
such countries' currencies to the U.S. dollar.  These factors are judged on
the basis of fundamental economic criteria (e.g., relative inflation levels
and trends, growth rate forecasts, balance of payments status, and economic
policies) as well as technical and political data.  The Fund's portfolio of
foreign securities can include those of a number of foreign countries or,
depending upon market conditions, those of a single country.

      The obligations of foreign governmental entities, including
supranational entities, have various kinds of government support, and may or
may not be supported by the full faith and credit of a foreign government.
Supranational entities include international organizations
designated or supported by governmental entities to promote economic
reconstruction or development and international banking institutions and
related government agencies.  Examples include the International Bank for
Reconstruction and Development (the World Bank), the European Coal and Steel
Community, the Asian Development Bank and the Inter-American Development
Bank.  The governmental members, or "stockholders," usually make initial
capital contributions to the supranational entity and in many cases are
committed to make additional capital contributions if the supranational
entity is unable to repay its borrowings.  Each supranational entity's
lending activities are limited to a percentage of its total capital
(including "callable capital" contributed by members at the entity's call),
reserves and net income.  There can be no assurance that foreign governments
will be willing or able to honor their commitments.

      Investing in foreign securities involves considerations and possible
risks not typically associated with investing in securities in the U.S.  The
values of foreign securities investments will be affected by changes in
currency rates or exchange control regulations or currency blockage,
application of foreign tax laws, including withholding taxes, changes in
governmental administration or economic or monetary policy (in the U.S. or
abroad) or changed circumstances in dealings between nations.  Costs will be
incurred in connection with conversions between various currencies.  Foreign
brokerage commissions are generally higher than commissions in the U.S. and
foreign securities markets can be less liquid, more volatile and less subject
to governmental supervision than in the U.S.  Investments in foreign
countries could be affected by other factors not generally thought to be
present in the U.S., including expropriation or nationalization, confiscatory
taxation, lack of uniform accounting, auditing, and financial reporting
standards comparable to those applicable to U.S. issues, and potential
difficulties in enforcing contractual obligations, and could be subject to
extended settlement periods.  There could be less information publicly
available about foreign issuers than about U.S. issuers.

      Because the Fund can purchase securities denominated in foreign
currencies, a change in the value of any such currency against the U.S.
dollar will result in a change in the U.S. dollar value of the Fund's assets
and the Fund's income available for distribution.  Because a portion of the
Fund's investment income can be received or realized in foreign currencies,
the Fund will be required to compute and distribute its income in U.S.
dollars, and absorb the cost of currency fluctuations.  The Fund can engage
in foreign currency exchange transactions for hedging purposes to protect
against changes in future exchange rates.

      The values of foreign investments and the investment income derived
from them can also be affected unfavorably by changes in currency exchange
control regulations.  Although the Fund will invest only in securities
denominated in foreign currencies that at the time of investment do not have
government-imposed restrictions on conversion into U.S. dollars, there can be
no assurance against subsequent imposition of currency controls.  In
addition, the values of foreign fixed-income investments will fluctuate in
response to changes in U.S. and foreign interest rates.

      Special Risks of Emerging Market Countries.  Investments in emerging
market countries can involve further risks in addition to those identified
above for investments in foreign securities.  Securities issued by emerging
market countries and by companies located in those countries can be subject
to extended settlement periods, whereby the Fund might not receive principal
and/or income on a timely basis and its net asset value could be affected.
There can be a lack of liquidity for emerging market securities; interest
rates and foreign currency exchange
rates could be more volatile; sovereign limitations on foreign investments
may be more likely to be imposed; there can be significant balance of payment
deficits; and their economies and markets can respond in a more volatile
manner to economic changes than those of developed countries.

The Asset-Backed Sector

      Asset-Backed Securities.  The Fund can invest in securities that
represent undivided fractional interests in pools of consumer loans, similar
in structure to the mortgage-backed securities in which the Fund can invest
described below.  Payments of principal and interest are passed through to
holders of asset-backed securities and are typically supported by some form
of credit enhancement, such as a letter of credit, surety bond, limited
guarantee by another entity or having a priority to certain of the borrower's
other obligations.  The degree of credit enhancement varies and generally
applies, until exhausted, to only a fraction of the asset-backed security's
par value.  If the credit enhancement of any asset-backed security held by
the Fund has been exhausted, and if any required payments of principal and
interest are not made with respect to the underlying loans, the Fund can then
experience losses or delays in receiving payment and a decrease in the value
of the asset-backed security.

      The value of asset-backed securities is affected by changes in the
market's perception of the asset backing the security, the creditworthiness
of the servicing agent for the loan pool, the originator of the loans, or the
financial institution providing any credit enhancement, and is also affected
if any credit enhancement is exhausted.  The risks of investing in
asset-backed securities are ultimately dependent upon payment of the
underlying consumer loans by the individuals, and the Fund would generally
have no recourse to the entity that originated the loans in the event of
default by a borrower.  The underlying loans are subject to prepayments that
shorten the weighted average life of asset-backed securities and can lower
their return in the same manner as described below for prepayments of a pool
of mortgage loans underlying mortgage-backed securities.

      Private and U.S. Government Issued Mortgage-Backed Securities and CMOs.
The Fund can invest in securities that represent participation interests in
pools of residential mortgage loans, including collateralized mortgage
obligations (CMOs).  Some CMOs can be issued or guaranteed by agencies or
instrumentalities of the U.S. government (for example, Ginnie Maes, Freddie
Macs and Fannie Maes).  Other CMOs are issued by private issuers, such as
commercial banks, savings and loan institutions, private mortgage insurance
companies, mortgage bankers and other secondary market issuers.  CMOs issued
by such private issuers are not issued or guaranteed by the U.S. government
or its agencies and are, therefore, also subject to credit risks.  Credit
risk relates to the ability of the issuer or a debt security to make interest
or principal payments on the security as they become due.  Securities issued
or guaranteed by the U.S. government are subject to little, if any, credit
risk because they are backed by the "full faith and credit of the U.S.
government," which in general terms means that the U.S. Treasury stands
behind the obligation to pay interest and principal.

      The Fund's investments can include securities which represent
participation interests in pools of residential mortgage loans which may be
issued or guaranteed by private issuers or by agencies or instrumentalities
of the U.S. government.  Such securities differ from conventional debt
securities which provide for periodic payment of interest in fixed or
determinable amounts
(usually semi-annually) with principal payments at maturity or specified call
dates.  Mortgage-backed securities provide monthly payments which are, in
effect, a "pass-through" of the monthly interest and principal payments
(including any prepayments) made by the individual borrowers on the pooled
mortgage loans.

      The yield on mortgage-backed securities is based on the average
expected life of the underlying pool of mortgage loans, which is computed on
the basis of the maturities of the underlying instruments.  The actual life
of any particular pool will be shortened by unscheduled or early payments of
principal and interest.  The occurrence of prepayments is affected by a wide
range of economic, demographic and social factors and, accordingly, it is not
possible to predict accurately the average life of a particular pool.  The
yield on such pools is usually computed by using the historical record of
prepayments for that pool, or in the case of newly-issued mortgages, the
prepayment history of similar pools.  The actual prepayment experience of a
pool of mortgage loans can cause the yield realized by the Fund to differ
from the yield calculated on the basis of the expected average life of the
pool.

      The price and yields to maturity of CMOs are, in part, determined by
assumptions about cash-flows from the rate of payments of underlying
mortgages.  However, changes in prevailing interest rates can cause the rate
of prepayments of underlying mortgages to change.  In general, prepayments on
fixed rate mortgage loans increase during periods of falling interest rates
and decrease during periods of rising interest rates.  Faster than expected
prepayments of underlying mortgages will reduce the market value and yield to
maturity of issued CMOs.  If prepayments of mortgages underlying a short-term
or intermediate-term CMO occur more slowly than anticipated because of rising
interest rates, the CMO effectively can become a longer-term security.  The
prices of long-term debt securities generally fluctuate more widely than
those of shorter-term securities in response to changes in interest rates
which, in turn, can result in greater fluctuations in the Fund's share
prices.

      Prepayments tend to increase during periods of falling interest rates,
while during periods of rising interest rates prepayments will most likely
decline.  When prevailing interest rates rise, the value of a pass-through
security can decrease as do other debt securities, but, when prevailing
interest rates decline, the value of pass-through securities is not likely to
rise on a comparable basis with other debt securities because of the
pre-payment feature of pass-through securities.  The Fund's reinvestment of
scheduled principal payments and unscheduled prepayments it receives can
occur at higher or lower rates than the original investment, thus affecting
the yield of the Fund.  Monthly interest payments received by the Fund have a
compounding effect which can increase the yield to shareholders more than
debt obligations that pay interest semi-annually.

      Because of those factors, mortgage-backed securities can be less
effective than Treasury bonds of similar maturity at maintaining yields
during periods of declining interest rates.  Accelerated prepayments
adversely affect yields for pass-through securities purchased at a premium
(i.e., a price in excess of principal amount) and can involve additional risk
of loss of principal because the premium may not have been fully amortized at
the time the obligation is repaid.  The opposite is true for pass-through
securities purchased at a discount.  The Fund can purchase mortgage-backed
securities at a premium or at a discount.







      Some mortgage-backed securities issued or guaranteed by U.S. government
agencies or instrumentalities are backed by the full faith and credit of the
U.S. Treasury (e.g., direct pass-through certificates of the Government
National Mortgage Association); some are supported by the right of the issuer
to borrow from the U.S. government (e.g., obligations of Federal Home Loan
Banks); and some are backed by only the credit of the issuer itself (e.g.,
obligations of the Federal National Mortgage Association).  Such guarantees
do not extend to the value or yield of the mortgage-backed securities
themselves or to the value of the Fund's shares.

o     Forward Rolls.  The Fund can enter into "forward roll" transactions
with respect to mortgage-related securities (also referred to as "mortgage
dollar rolls").  In this type of transaction, the Fund sells a
mortgage-related security to a buyer and simultaneously agrees to repurchase
a similar security (the same type of security, and having the same coupon and
maturity) at a later date at a set price.  The securities that are
repurchased will have the same interest rate as the securities that are sold,
but typically will be collateralized by different pools of mortgages (with
different prepayment histories) than the securities that have been sold.
Proceeds from the sale are invested in short-term instruments, such as
repurchase agreements.  The income from those investments, plus the fees from
the forward roll transaction, are expected to generate income to the Fund in
excess of the yield on the securities that have been sold.

      The Fund will only enter into "covered" rolls.  To assure its future
payment of the purchase price, the Fund will identify liquid assets in an
amount equal to the payment obligation under the roll.

      These transactions have risks. During the period between the sale and
the repurchase, the Fund will not be entitled to receive interest and
principal payments on the securities that have been sold.  It is possible
that the market value of the securities the Fund sells may decline below the
price at which the Fund is obligated to repurchase securities.

      Interest Rate Risks.  Although U.S. government securities involve
little credit risk, their market values will fluctuate until they mature,
depending on prevailing interest rates.  When prevailing interest rates go
up, the market value of already issued debt securities tends to go down.
When interest rates go down, the market value of already issued debt
securities tends to go up. The magnitude of those fluctuations generally will
be greater when the average maturity of the Fund's portfolio securities is
longer.  Certain of the Fund's investments, such as I/Os, P/Os and
mortgage-backed securities such as CMOs, can be very sensitive to interest
rate changes and their values can be quite volatile.

      The Fund can invest in "stripped" mortgage-backed securities or CMOs.
Stripped mortgage-backed securities usually have two classes.  The classes
receive different proportions of the interest and principal distributions on
the pool of mortgage assets that act as collateral for the security.  In
certain cases, one class will receive all of the interest payments (and is
known as an "I/O"), while the other class will receive all of the principal
value on maturity (and is known as a "P/O").

      The yield to maturity on the class that receives only interest is
extremely sensitive to the rate of payment of the principal on the underlying
mortgages.  Principal prepayments increase that sensitivity.  Stripped
securities that pay "interest only" are therefore subject to greater price
volatility when interest rates change, and they have the additional risk that
if the underlying mortgages are prepaid, the Fund will lose the anticipated
cash flow from the interest on the prepaid mortgages.  That risk is increased
when general interest rates fall, and in times of rapidly falling interest
rates, the Fund might receive back less than its investment.

      The value of "principal only" securities generally increases as
interest rates decline and prepayment rates rise.  The price of these
securities is typically more volatile than that of coupon-bearing bonds of
the same maturity.

      Stripped securities are generally purchased and sold by institutional
investors through investment banking firms.  At present, established trading
markets have not yet developed for these securities.  Therefore, some
stripped securities could be deemed "illiquid."  If the Fund holds illiquid
stripped securities, the amount it can hold will be subject to the Fund's
investment limitations set forth under "Direct Placements and Other Illiquid
Securities."

      The Fund can also enter into "forward roll" transactions with banks or
other buyers that provide for future delivery of the mortgage-backed
securities in which the Fund can invest.  The Fund would be required to
deposit liquid assets of any type, including equity and debt securities of
any grade to its custodian bank in an amount equal to its purchase payment
obligation under the roll.

      GNMA Certificates.  Certificates of the Government National Mortgage
Association ("GNMA Certificates") are mortgage-backed securities which
evidence an undivided interest in a pool or pools of mortgages.  The GNMA
Certificates that the Fund can purchase are of the "modified pass-through"
type, which entitle the holder to receive timely payment of all interest and
principal payments due on the mortgage pool, net of fees paid to the "issuer"
and GNMA, regardless of whether the mortgagor actually makes the payment.

      The National Housing Act authorizes GNMA to guarantee the timely
payment of principal and interest on securities backed by a pool of mortgages
insured by the Federal Housing Administration ("FHA") or guaranteed by the
Veterans Administration ("VA").  The GNMA guarantee is backed by the full
faith and credit of the U.S. government.  GNMA is also empowered to borrow
without limitation from the U.S. Treasury if necessary to make any payments
required under its guarantee.

      The average life of a GNMA Certificate is likely to be substantially
shorter than the original maturity of the mortgages underlying the
securities.  Prepayments of principal by mortgagors and mortgage foreclosures
will usually result in the return of the greater part of principal investment
long before the maturity of the mortgages in the pool.  Foreclosures impose
no risk to principal investment because of the GNMA guarantee, except to the
extent that the Fund has purchased the certificates at a premium in the
secondary market.

      FHLMC Securities.  The Federal Home Loan Mortgage Corporation ("FHLMC")
was created to promote development of a nationwide secondary market for
conventional residential mortgages.  FHLMC issues two types of mortgage
pass-through securities ("FHLMC Certificates"): mortgage participation
certificates ("PCS") and guaranteed mortgage certificates ("GMCs").  PCS
resemble GNMA Certificates in that each PC represents a pro rata share of all
interest and principal payments made and owed on the underlying pool.  FHLMC
guarantees timely monthly payment of interest on PCS and the ultimate payment
of principal.

      GMCs also represent a pro rata interest in a pool of mortgages.
However, these instruments pay interest semi-annually and return principal
once a year in guaranteed minimum payments.  The expected average life of
these securities is approximately 10 years.  The FHLMC guarantee is not
backed by the full faith and credit of the United States.

      FNMA Securities.  The Federal National Mortgage Association ("FNMA")
was established to create a secondary market in mortgages insured by the
FHA.  FNMA issues guaranteed mortgage pass-through certificates ("FNMA
Certificates").  FNMA Certificates resemble GNMA Certificates in that each
FNMA Certificate represents a pro rata share of all interest and principal
payments made and owed on the underlying pool.  FNMA guarantees timely
payment of interest and principal on FNMA Certificates.  The FNMA guarantee
is not backed by the full faith and credit of the United States.

The Municipal Sector

      The assets of this sector will be invested in obligations issued by or
on behalf of states, territories or possessions of the United States and the
District of Columbia or their political subdivisions, agencies,
instrumentalities or authorities (municipal bonds).  At the time of purchase,
all securities in this sector will be rated within the four highest grades
assigned by Moody's, Standard & Poor's, Fitch ("Baa" or better by Moody's or
"BBB" or better by Standard & Poor's), or another nationally recognized
rating organization, or unrated securities which are of comparable quality in
the opinion of the Manager.  Any income earned on municipal bonds which the
Fund distributes to shareholders would be treated as taxable income to such
shareholders.

      The Fund does not expect to invest in municipal bonds for tax-exempt
income to distribute to shareholders, but to take advantage of yield
differentials with other debt securities, which can be reflected in bond
prices, and thus reflect potential for capital appreciation.  Because
municipal bonds are generally exempt from federal taxation they normally
yield much less than taxable fixed-income securities.  At times, however, the
yield differential narrows from its normal range.  This can occur, for
example, when the demand for U.S. government securities substantially
increases in times of economic stress or when investors seeking safety are
willing to pay more for such securities thereby reducing the yield.  It also
can occur when investors perceive a threat to the continuation of the
tax-exempt status of municipal bonds through possible Congressional or State
action.  When this happens, investors are not willing to pay as much for
municipal bonds, thereby reducing prices and increasing their yield compared
to taxable obligations.  If such situations occur, investments in the
Municipal Sector can be more attractive than other sectors even though such
investments continue to offer lower yields than taxable securities because if
the yield differential returns to normal ranges, the value of municipal bonds
relative to taxable fixed-income securities will have increased, i.e.
depreciated less or appreciated more.  Such an investment would help the Fund
achieve its objective of capital preservation or capital appreciation.  It
would also help achieve its objective of high income because the Fund's net
asset value per share would be higher than it otherwise would have been,
thereby permitting it to earn additional income on those assets.







      Municipal bonds include debt obligations issued to obtain funds for
various public purposes, including the construction of a wide range of public
facilities such as airports, highways, bridges, schools, hospitals, housing,
mass transportation, streets, and water and sewer works.  Other public
purposes for which municipal bonds can be issued include the refunding of
outstanding obligations, obtaining funds for general operating expenses and
obtaining funds to lend to other public institutions and facilities.

      The two principal classifications of municipal bonds are (1) "general
obligation" and (2) "revenue" (or "special tax") bonds.  General obligation
bonds are secured by the issuer's pledge of its full faith, credit and
unlimited taxing power for the payment of principal and interest.  Revenue or
special tax bonds are payable only from the revenues derived from a
particular facility or class of facilities or project or, in a few cases,
from the proceeds of a special excise or other tax but are not supported by
the issuer's power to levy general taxes.  There are variations in the
security of municipal bonds, both within a particular classification and
between classifications, depending on numerous factors.  The yields of
municipal bonds depend on, among other things, general money market
conditions, general conditions of the Municipal Bond market, size of a
particular offering, the maturity of the obligation and rating of the issue,
and are generally lower than those of taxable investments.

The Convertible Sector

      Assets allocated to this sector will be invested in securities (bonds,
debentures, corporate notes, preferred stocks and units with warrants
attached) which are convertible into common stock.  Common stock received
upon conversion can be retained in the Fund's portfolio to permit orderly
disposition or to establish a holding period to avoid possible adverse
federal income tax consequences to the Fund or shareholders.

      Convertible securities can provide a potential for current income
through interest and dividend payments and at the same time provide an
opportunity for capital appreciation by virtue of their convertibility into
common stock.  The rating requirements to which the Fund is subject when
investing in corporate fixed-income securities and foreign securities (see
above) also apply  to the Fund's investments in domestic and foreign
convertible securities, respectively.

      Convertible securities rank senior to common stock in a corporation's
capital structure and, therefore, can entail less risk than the corporation's
common stock.  The value of a convertible security is a function of its
"investment value" (its value without considering its conversion privilege)
and its "conversion value" (the security's worth if it were to be exchanged
pursuant to its conversion privilege for the underlying security at the
market value of the underlying security).

      To the extent that a convertible security's investment value is greater
than its conversion value, its price will be primarily a reflection of such
investment value and its price will be likely to increase when interest rates
fall and decrease when interest rates rise as with other fixed-income
securities (the credit standing of the issuer and other factors may also have
an effect on the convertible security's value).  If the conversion value
exceeds the investment value, the price of the convertible security will rise
above its investment value and, in addition, will sell at some
premium over its conversion value, which represents the price investors are
willing to pay for the privilege of purchasing a fixed-income security with a
possibility of capital appreciation due to the conversion privilege.  At such
times the price of the convertible security will tend to fluctuate directly
with the price of the underlying equity security.  Convertible securities can
be purchased by the Fund at varying price levels above their investment
values and/or their conversion values in keeping with the Fund's objectives.

The Money Market Sector

      Assets in this sector will be invested in the following U.S.
dollar-denominated debt obligations maturing in 397 days or less:

      (1)   U.S. government securities: Obligations issued or guaranteed by
            the U.S. government or its agencies or instrumentalities.

      (2)   Bank Obligations: Certificates of deposit, bankers' acceptances,
            loan participation agreements, time deposits, and letters of
            credit if they are payable in the United States or London,
            England, and are issued or guaranteed by a domestic or foreign
            bank having total assets in excess of $1 billion.

      (3)   Commercial Paper: Obligations rated "A-1," "A-2" or "A-3" by
            Standard & Poor's or Prime-1, Prime-2 or Prime-3 by Moody's or if
            not rated, issued by a corporation having an existing debt
            security rated "A" or better by Standard & Poor's or "A" or
            better by Moody's.

(4)   Corporate Obligations: Corporate debt obligations (including master
            demand notes but not including commercial paper) if they are
            issued by domestic corporations and are rated "A" or better by
            Standard & Poor's or "A" or better by Moody's or unrated
            securities which are of comparable quality in the opinion of the
            Manager.

      (5)   Other Obligations: Obligations of the type listed in (1) through
            (4) above, but not satisfying the standards set forth therein, if
            they are (a) subject to repurchase agreements or (b) guaranteed
            as to principal and interest by a domestic or foreign bank having
            total assets in excess of $1 billion, by a corporation whose
            commercial paper can be purchased by the Fund, or by a foreign
            government having an existing debt security rated "AA" or "Aa" or
            better.

      (6)   Board-Approved Instruments: Other short-term investments of a
            type which the Board determines presents minimal credit risks and
            which are of "high quality" as determined by any major rating
            service or, in the case of an instrument that is not rated, of
            comparable quality as determined by the Board.

      Bank time deposits can be non-negotiable until expiration and can
impose penalties for early withdrawal.  Master demand notes are corporate
obligations which permit the investment of fluctuating amounts by the Fund at
varying rates of interest pursuant to direct arrangements between the Fund,
as lender, and the borrower.  They permit daily changes in the amounts
borrowed.  The Fund has the right to increase the amount under the note at
any time up to the full
amount provided by the note agreement, or to decrease the amount, and the
borrower can prepay up to the full amount of the note without penalty.  These
notes may or may not be backed by bank letters of credit.  Because these
notes are direct lending arrangements between the lender and borrower, it is
not generally contemplated that they will be traded, and there is no
secondary market for them, although they are redeemable (and thus immediately
repayable by the borrower) at principal amount, plus accrued interest, at any
time.

      The Fund has no limitation on the type of issuer from whom these notes
will be purchased; however, in connection with such purchase and on an
ongoing basis, subject to policies established by the Board of Trustees, the
Manager will consider the earning power, cash flow and other liquidity ratios
of the issuer, and its ability to pay principal and interest on demand,
including a situation in which all holders of such notes made demand
simultaneously.  Investments in bank time deposits and master demand notes
are subject to the investment limitation on securities that are not readily
marketable set forth under "Special Investment Techniques -- Direct
Placements and Other Illiquid Securities."

      Because the Fund can invest in U.S. dollar-denominated securities of
foreign banks and foreign branches of U.S. banks, the Fund can be subject to
additional investment risks which can include future political and economic
developments of the country in which the bank is located, possible imposition
of withholding taxes on interest income payable on the securities, possible
seizure or nationalization of foreign deposits, the possible establishment of
exchange control regulations or the adoption of other governmental
restrictions that might affect the payment of principal and interest on such
securities.  Additionally, not all of the U.S. federal and state banking laws
and regulations applicable to domestic banks relating to maintenance of
reserves, loan limits and promotion of financial soundness apply to foreign
branches of domestic banks, and none of them apply to foreign banks.

SPECIAL INVESTMENT TECHNIQUES

      In conjunction with the investments in the seven sectors described
above, the Fund can use the following special investment techniques, however,
the Fund's portfolio might not always include all of the different types of
investment described below.

Direct Placements and Other Illiquid Securities

      The Fund can invest up to 20% of its assets in securities purchased in
direct placements which are subject to statutory or contractual restrictions
and delays on resale (restricted securities). This policy does not limit the
acquisition of restricted securities eligible for resale pursuant to Rule
144A under the Securities Act of 1933 that are determined to be liquid by the
Board of Trustees or the Manager under Board-approved guidelines.  Such
guidelines take into account trading activity for such securities and the
availability of reliable pricing information, among other factors.  If there
is a lack of trading interest in particular Rule 144A securities, the Fund's
holdings of those securities can be illiquid. Restricted securities may
generally be resold only in privately-negotiated transactions with a limited
number of purchasers or in a public offering registered under the Securities
Act of 1933 and are, therefore, unlike securities which are traded in the
open market and can be expected to be sold immediately if the market demand
is adequate.  If restricted securities are substantially comparable to
registered securities of the same
issuer which are readily marketable, the Fund can not purchase them unless
they are offered at a discount from the market price of the registered
securities.  Generally, no restricted securities will be purchased unless the
issuer has agreed to register the securities at its expense within a specific
time period.  Adverse conditions in the public securities market at certain
times can preclude a public offering of an issuer's unregistered securities.
There can be undesirable delays in selling restricted securities at prices
representing fair value.

      The Fund can invest up to an additional 10% of its assets in securities
which, although not restricted, are not readily marketable.  Such securities
can include bank time deposits, master demand notes described in the Money
Market Sector and certain puts and calls which are traded in the
over-the-counter markets.  The Manager monitors holdings of illiquid
securities on an ongoing basis to determine whether to sell any holdings to
maintain adequate liquidity. Illiquid securities include repurchase
agreements maturing in more than seven days, or certain participation
interests other than those with puts exercisable within seven days.

Repurchase Agreements

      Any of the securities permissible for purchase for one of its sectors
can be acquired by the Fund subject to repurchase agreements with commercial
banks with total assets in excess of $1 billion or securities dealers with a
net worth in excess of $50 million.  In a repurchase transaction, at the time
the Fund acquires a security, it simultaneously resells it to the vendor and
must deliver that security to the vendor on a specific future date.  The
repurchase 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.  The majority of these transactions run
from day to day, and delivery pursuant to the resale typically will occur
within one to five days of the purchase.  The Fund will not enter into a
repurchase transaction of more than seven days.  Repurchase agreements are
considered "loans" under the Investment Company Act of 1940 (the "Investment
Company Act"), collateralized by the underlying security.  The Fund's
repurchase agreements will require that at all times while the repurchase
agreement is in effect, the collateral's value must equal or exceed the
repurchase price to collateralize the loan fully.  The Manager will monitor
the collateral daily and, in the event its value declines below the
repurchase price, will immediately demand additional collateral be
deposited.  If such demand is not met within one day, the existing collateral
will be sold.  Additionally, the Manager will consider the creditworthiness
of the vendor.  If the vendor fails to pay the agreed-upon resale price on
the delivery date, the Fund's risks in such event can include any decline in
value of the collateral to an amount which is less than 100% of the
repurchase price, any costs of disposing of such collateral, and loss from
any delay in foreclosing on the collateral.  There is no limit on the amount
of the Fund's assets that can be subject to repurchase agreements.

      Pursuant to an Exemptive Order issued by the Securities and Exchange
Commission, the Fund, along with other affiliated entities managed by the
Manager, may transfer uninvested cash balances into one or more joint
repurchase accounts. These balances are invested in one or more repurchase
agreements, secured by U.S. government securities. Securities 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.







When-Issued and Delayed-Delivery Transactions

      The Fund can purchase asset-backed securities, municipal bonds and
other debt securities on a "when-issued" basis, and can purchase or sell such
securities on a "delayed-delivery" 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.  Although
the Fund will enter into such transactions for the purpose of acquiring
securities for its portfolio for delivery pursuant to option contracts it has
entered into, the Fund can dispose of a commitment prior to settlement.  The
Fund does not intend to make such purchases for speculative purposes.  When
such transactions are negotiated, the price (which is generally expressed in
yield terms) is fixed at the time the commitment is made, but delivery and
payment for the securities take place at a later date.  During the period
between commitment by the Fund and settlement, no payment is made for the
securities purchased, and no interest accrues to the Fund from the
transaction until the Fund receives the security at settlement of the trade.
Such securities are subject to market fluctuations; the value at delivery can
be less than the purchase price.  The Fund will identify to its custodian,
liquid assets on its records as segregated of any type, including equity and
debt securities of any grade at least equal to the value of purchase
commitments until payment is made.  Such securities can bear interest at a
lower rate than longer term securities.  The commitment to purchase a
security for which payment will be made on a future date can be deemed a
separate security and involve a risk of loss if the value of the security
declines prior to the settlement date, which risk is in addition to the risk
of decline of the Fund's other assets.

Hedging

      The Fund can purchase and sell futures contracts; enter into forward
contracts; purchase and sell call and put options on securities, futures,
indices and foreign currencies; and enter into interest rate swap
agreements.  These are referred to as "Hedging Instruments." 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.

      Hedging Instruments can be used to attempt to protect against possible
declines in the market value of the Fund's portfolio from downward trends in
securities markets, to protect the Fund's unrealized gains in the value of
its securities which have appreciated, to facilitate selling securities for
investment reasons, to establish a position in the securities markets as a
temporary substitute for purchasing particular securities, or to reduce the
risk of adverse currency fluctuations.

      The Fund's strategy of hedging with futures and options on futures will
be incidental to the Fund's activities in the underlying cash market.
Covered calls and puts can also be written on securities to attempt to
increase the Fund's income. The Fund will not use futures and options on
futures for speculation.  The hedging instruments the Fund can use are
described below.  As of the date of this Registration Statement, the Fund
does not intend to enter into futures, forward contracts and options on
futures if after any such purchase, the sum of margin deposits on futures and
premiums paid on futures options would exceed 5% of the value of the Fund's
total assets.

o     Futures.  The Fund can buy and sell futures contracts that relate to
(1) stock indices (referred to as stock index futures), (2) other securities
indices (together with stock index futures, referred to as financial
futures), (3) an individual stock ("single stock futures"), (4) interest
rates (referred to as interest rate futures), (5) foreign currencies
(referred to as forward contracts), or (6) commodities (referred to as
commodity futures.) An interest rate future obligates the seller to deliver
and the purchaser to take a specific type of debt security at a specific
future date for a fixed price.  That obligation can be satisfied by actual
delivery of the debt security or by entering into an offsetting contract.  A
bond index assigns relative values to the bonds included in that index and is
used as a basis for trading long-term bond index futures contracts.  Bond
index futures reflect the price movements of bonds included in the index.
They differ from interest rate futures in that settlement is made in cash
rather than by delivery; or settlement can be made by entering into an
offsetting contract. A single stock future obligates the seller to deliver
(and the purchaser to take) cash or a specified equity security to settle the
futures transaction. Either party could also enter into an offsetting
contract to close out the position.   Single stock futures trade on a very
limited number of exchanges, with contracts typically not fungible among the
exchanges.

o     Put and Call Options. The Fund can buy and sell exchange-traded and
over-the-counter put and call options, including index options, securities
options, currency options, commodities options, and options on the other
types of futures described in "futures," above.  A call or put can be
purchased only if, after the purchase, the value of all call and put options
held by the Fund will not exceed 5% of the Fund's total assets.

      If the Fund sells (that is, writes) a call option, it must be
"covered."  That means the Fund must own the security subject to the call
while the call is outstanding, or, for other types of written calls, the Fund
must segregate liquid assets to enable it to satisfy its obligations if the
call is exercised.  Up to 25% of the Fund's total assets can be subject to
calls.

      The Fund can buy puts whether or not it holds the underlying investment
in the portfolio. If the Fund writes a put, the put must be covered by
segregated liquid assets.  The Fund will not write puts if more than 50% of
the Fund's net assets would have to be segregated to cover put options.

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

o     Foreign Currency Options.  The Fund can purchase and write puts and
calls on foreign currencies that are traded on a securities or commodities
exchange or quoted by major recognized dealers in such options, for the
purpose of protecting against declines in the dollar value of foreign
securities and against increases in the dollar cost of foreign securities to
be acquired.  If a rise is anticipated in the dollar value of a foreign
currency in which securities to be acquired are denominated, the increased
cost of such securities can be partially offset by purchasing calls or
writing puts on that foreign currency.  If a decline in the dollar value of a
foreign currency is anticipated, the decline in value of portfolio securities
denominated in that currency can be partially offset by writing calls or
purchasing puts on that foreign currency.  However, in the event of currency
rate fluctuations adverse to the Fund's position, it would either lose the
premium it paid and incur transaction costs, or purchase or sell the foreign
currency at a disadvantageous price.

o     Forward Contracts.  The Fund can enter into foreign currency exchange
contracts ("forward contracts"), which obligate the seller to deliver and the
purchaser to take a specific foreign currency at a specific future date for a
fixed price.  The Fund can enter into a forward contract in order to "lock
in" the U.S. dollar price of a security denominated in a foreign currency, or
to protect against a possible loss resulting from an adverse change in the
relationship between the U.S. dollar and a foreign currency.  There is a risk
that use of forward contracts can reduce the gain that would otherwise result
from a change in the relationship between the U.S. dollar and a foreign
currency.  Forward contracts include standardized foreign currency futures
contracts which are traded on exchanges and are subject to procedures and
regulations applicable to other futures.  The Fund can also enter into a
forward contract to sell a foreign currency denominated in a currency other
than that in which the underlying security is denominated.  This is done in
the expectation that there is a greater correlation between the foreign
currency of the forward contract and the foreign currency of the underlying
investment than between the U.S. dollar and the currency of the underlying
investment.  This technique is referred to as "cross hedging."  The success
of cross hedging is dependent on many factors, including the ability of the
Manager to correctly identify and monitor the correlation between foreign
currencies and the U.S. dollar.  To the extent that the correlation is not
identical, the Fund can experience losses or gains on both the underlying
security and the cross currency hedge.

      The Fund will not speculate in foreign currency exchange contracts.
There is no limitation as to the percentage of the Fund's assets that can be
committed to foreign currency exchange contracts.  The Fund does not enter
into such forward contracts or maintain a net exposure in such contracts to
the extent that the Fund would be obligated to deliver an amount of foreign
currency in excess of the value of the Fund's assets denominated in that
currency or enter into a cross hedge unless it is denominated in a currency
or currencies that the Manager believes will have price movements that tend
to correlate closely with the currency in which the investment being hedged
is denominated.

      There are certain risks in writing calls.  If a call written by the
Fund is exercised, the Fund foregoes any profit from any increase in the
market price above the call price of the underlying investment on which the
call was written.  In addition, the Fund could experience capital losses that
might cause previously distributed short-term capital gains to be
re-characterized as non-taxable return of capital to shareholders.  In
writing puts, there is the risk that the Fund could be required to buy the
underlying security at a disadvantageous price.  The principal risks relating
to the use of futures are: (a) possible imperfect correlation between the
prices of the futures and the market value of the securities in the Fund's
portfolio; (b) possible lack of a liquid secondary market for closing out a
futures position; (c) the need for additional skills and techniques beyond
those required for normal portfolio management; and (d) losses on futures
resulting from interest rate movements not anticipated by the Manager.

o





      Interest Rate Swaps and Total Return Swaps.  In an interest rate swap,
the Fund and another party exchange their right to receive or their
obligation to pay interest on a security. For example, they might swap the
right to receive fixed rate payments for floating rate payments. The Fund
enters into swaps only on securities it owns.  The Fund can not enter into
swaps with respect to more than 25% of its total assets.  Also, the Fund will
identify on its books liquid assets of any type, including equity and debt
securities of any grade, 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.

      In addition, the Fund may invest in total return swaps with appropriate
counterparties.  In a total return swap, one party pays a rate of interest in
exchange for the total rate of return on another investment.  For example, if
the Fund wished to invest in a particular security, it could instead enter
into a total return swap and receive the total return of that security, less
the "funding cost," which would be a floating interest rate payment to the
counterparty.

      Under a swap agreement, the Fund typically will pay a fee determined by
multiplying the face value of the swap agreement by an agreed-upon interest
rate.  If the underlying asset value declines over the term of the swap, the
Fund would be required to pay the dollar value of that decline to the
counterparty in addition to its fee payments.

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

o     Derivative Investments. The Fund can invest in a number of different
kinds of "derivative investments."  In general, a "derivative investment" is
a specially designed investment whose performance is linked to the
performance of another investment or security, such as an option, future,
index, currency or commodity.  The Fund can not purchase or sell physical
commodities or commodity contracts; however this does not prevent the Fund
from buying or selling options and futures contracts or from investing in
securities or other instruments backed by physical commodities.  In the
broadest sense, derivative investments include exchange-traded options and
futures contracts.  The risks of investing in derivative investments include
not only the ability of the company issuing the instrument to pay the amount
due on the maturity of the instrument, but also the risk that the underlying
investment or security might not perform the way the Manager expected it to
perform.  The performance of derivative investments can also be influenced by
interest rate changes in the U.S. and abroad.  All of this can mean that the
Fund will realize less principal and/or income than expected.  Certain
derivative investments held by the Fund can trade in the over-the-counter
market and can be illiquid.  Derivative investments used by the Fund are used
in some cases for hedging purposes and in other cases for "non-hedging"
investment purposes to seek income or total return.  In the broadest sense,
exchange-traded options and futures contracts (discussed in "Hedging," above)
can be considered "derivative investments."

      The Fund can invest in different types of derivatives, generally known
as "Structured Investments."  "Index-linked" or "commodity -linked" notes are
debt securities of companies that call for interest payments and/or payment
on the maturity of the note in different terms than the typical note where
the borrower agrees to make fixed interest payments and to pay a fixed sum on
the maturity of the note.  Principal and/or interest payments on an
index-linked note depend on the performance of one or more market indices,
such as the S&P 500 Index or a weighted index of commodity futures, such as
crude oil, gasoline and natural gas.  Further examples of derivative
investments the Fund can invest in include "debt exchangeable for common
stock" of an issuer or "equity-linked debt securities" of an issuer. At
maturity, the principal amount of the security is exchanged for common stock
of the issuer or is payable in an amount based on the issuer's common stock
price at the time of maturity.  In either case there is a risk that the
amount payable at maturity will be less than the principal amount of the
debt.

      The Fund can also invest in currency-indexed securities.  Typically
these are short-term or intermediate-term debt securities having a value at
maturity, and/or interest rates determined by reference to one or more
specified foreign currencies.  Certain currency-indexed securities purchased
by the Fund can have a payout factor tied to a multiple of the movement of
the U.S. dollar (or the foreign currency in which the security is
denominated) against the movement in the U.S. dollar, the foreign currency,
another currency, or an index.  Such securities can be subject to increased
principal risk and increased volatility than comparable securities without a
payout factor in excess of one, but the Manager believes the increased yield
justifies the increased risk.

o     Participation Interests.  The Fund can acquire interests in loans that
are made to U.S. companies, foreign companies and foreign governments (the
"borrower").  They can be interests in, or assignments of, the loan and are
acquired from banks or brokers that have made the loan or have become members
of the lending syndicate.  The Fund will not invest, at the time of
investment, more than 5% of its net assets in participation interests of the
same borrower.  The Manager has set certain creditworthiness standards for
borrowers, and monitors their creditworthiness.  The value of loan
participation interests depends primarily upon the creditworthiness of the
borrower, and its ability to pay interest and principal.  Borrowers can have
difficulty making payments.  If a borrower fails to make scheduled interest
or principal payments, the Fund could experience a decline in the net asset
value of its shares.  Some borrowers can have senior securities rated as low
as "C" by Moody's or "D" by Standard & Poor's, but can be deemed acceptable
credit risks.  Participation interests are subject to the Fund's limitations
on investments in illiquid securities.

o     Credit Derivatives. The Fund may enter into credit default swaps, both
directly ("unfunded swaps") and indirectly in the form of a swap embedded
within a structured note ("funded swaps"), to protect against the risk that a
security will default.  Unfunded and funded credit default swaps may be on a
single security, or on a basket of securities.  The Fund pays a fee to enter
into the swap and receives a fixed payment during the life of the swap.  The
Fund may take a short position in the credit default swap (also known as
"buying credit protection"), or may take a long position in the credit
default swap note (also known as "selling credit protection").







      The Fund would take a short position in a credit default swap (the
"unfunded swap") against a long portfolio position to decrease exposure to
specific high yield issuers.  If the short credit default swap is against a
corporate issue, the Fund must own that corporate issue. However, if the
short credit default swap is against sovereign debt, the Fund may own either:
(i) the reference obligation, (ii) any sovereign debt of that foreign
country, or (iii) sovereign debt of any country that the Manager determines
is closely correlated as an inexact bona fide hedge.

      If the Fund takes a short position in the credit default swap, if there
is a credit event (including bankruptcy, failure to timely pay interest or
principal, or a restructuring), the Fund will deliver the defaulted bonds and
the swap counterparty will pay the par amount of the bonds.  An associated
risk is adverse pricing when purchasing bonds to satisfy the delivery
obligation.  If the swap is on a basket of securities, the notional amount of
the swap is reduced by the par amount of the defaulted bond, and the fixed
payments are then made on the reduced notional amount.

      Taking a long position in the credit default swap note (i.e.,
purchasing the "funded swap") would increase the Fund's exposure to specific
high yield corporate issuers.  The goal would be to increase liquidity in
that market sector via the swap note and its associated increase in the
number of trading instruments, the number and type of market participants,
and market capitalization.

      If the Fund takes a long position in the credit default swap note, if
there is a credit event the Fund will pay the par amount of the bonds and the
swap counterparty will deliver the bonds.  If the swap is on a basket of
securities, the notional amount of the swap is reduced by the par amount of
the defaulted bond, and the fixed payments are then made on the reduced
notional amount.

      The Fund will invest no more than 25% of its total assets in "unfunded"
credit default swaps.  The Fund will limit its investments in "funded" credit
default swap notes to no more than 10% of its total assets.

      Other risks of credit default swaps include the cost of paying for
credit protection if there are no credit events, pricing transparency when
assessing the cost of a credit default swap, counterparty risk, and the need
to fund the delivery obligation (either cash or the defaulted bonds,
depending on whether the Fund is long or short the swap, respectively).

Loans of Portfolio Securities


        The Fund has entered into a Securities Lending Agreement with JP
Morgan Chase. Under that agreement portfolio securities of the Fund may be
loaned to brokers, dealers and other financial institutions.  The Securities
Lending Agreement provides that loans must be adequately collateralized and
may be made only in conformity with the Fund's Securities Lending Guidelines,
adopted by the Fund's Board of Trustees. The value of the securities loaned
may not exceed 25% of the value of the Fund's net assets.

        The Fund may lend its portfolio securities pursuant to the Securities
Lending Agreement (the "Securities Lending Agreement") with JP Morgan Chase,
subject to the following restrictions as well as applicable laws.  The Fund
will lend such portfolio securities to attempt to increase the Fund's
income.  Under the Securities Lending Agreement and applicable regulatory
requirements (which are subject to change), the loan collateral must, on each
business day, be at least equal to the value of the loaned securities and
must consist of cash, bank letters of credit or securities of the U.S.
Government (or its agencies or instrumentalities), or other cash equivalents
in which the Fund is permitted to invest.  To be acceptable as collateral,
letters of credit must obligate a bank to pay to JP Morgan Chase, as agent,
amounts demanded by the Fund if the demand meets the terms of the letter.
Such terms of the letter of credit and the issuing bank must be satisfactory
to JP Morgan Chase and the Fund.  The Fund will receive, pursuant to the
Securities Lending Agreement, 80% of all annual net income (i.e., net of
rebates to the Borrower) from securities lending transactions. JP Morgan
Chase has agreed, in general, to guarantee the obligations of borrowers to
return loaned securities and to be responsible for expenses relating to
securities lending. The Fund will be responsible, however, for risks
associated with the investment of cash collateral, including the risk that
the issuer of the security in which the cash collateral has been invested
defaults.  The Securities Lending Agreement may be terminated by either JP
Morgan Chase or the Fund on 30 days' written notice. The terms of the Fund's
loans must also meet applicable tests under the Internal Revenue Code and
permit the Fund to reacquire loaned securities on five business days' notice
or in time to vote on any important matter.


Borrowing

      From time to time, the Fund can increase its ownership of securities by
borrowing up to 10% of the value of its net assets from banks and investing
the borrowed funds (on which the Fund will pay interest).  After any such
borrowing, the Fund's total assets, less its liabilities other than
borrowings, must remain equal to at least 300% of all borrowings, as set
forth in the Investment Company Act.  Interest on borrowed money is an
expense the Fund would not otherwise incur, so that it can have substantially
reduced net investment income during periods of substantial borrowings.  The
Fund's ability to borrow money from banks subject to the 300% asset coverage
requirement is a fundamental policy.

      The Fund can also borrow to finance repurchases and/or tenders of its
shares and can also borrow for temporary purposes in an amount not exceeding
5% of the value of the Fund's total assets.  Any investment gains made with
the proceeds obtained from borrowings in excess of interest paid on the
borrowings will cause the net income per share or the net asset value per
share of the Fund's shares to be greater than would otherwise be the case.
On the other hand, if the investment performance of the securities purchased
fails to cover their cost (including any interest paid on the money borrowed)
to the Fund, then the net income per share or net asset value per share of
the Fund's shares will be less than would otherwise have been the case.  This
speculative factor is known as "leverage."

      Although such borrowings would therefore involve additional risk to the
Fund, the Fund will only borrow if such additional risk of loss of principal
is considered by the Manager to be appropriate in relation to the Fund's
primary investment objective of high current income consistent with
preservation of capital.  The Manager will make this determination by
examining both the market for securities in which the Fund invests and
interest rates in general to ascertain that the climate is sufficiently
stable to warrant borrowing.

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.  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.

Portfolio Turnover

      Because the Fund will actively use trading to benefit from short-term
yield disparities among different issues of fixed-income securities or
otherwise to achieve its investment objective and policies, the Fund can be
subject to a greater degree of portfolio turnover than might be expected from
investment companies which invest substantially all of their assets on a
long-term basis.  The Fund cannot accurately predict its portfolio turnover
rate, but it is anticipated that its annual turnover rate generally will not
exceed 300% (excluding turnover of securities having a maturity of one year
or less).

      The Manager will monitor the Fund's tax status under the Internal
Revenue Code during periods in which the Fund's annual turnover rate exceeds
100%.  Higher portfolio turnover results in increased Fund expenses,
including brokerage commissions, dealer mark-ups and other transaction costs
on the sale of securities and on the reinvestment in other securities.  To
the extent that increased portfolio turnover results in sales of securities
held less than three months, the Fund's ability to qualify as a "regulated
investment company" under the Internal Revenue Code can be affected.

Defensive Strategies

      There can be times when, in the Manager's judgment, conditions in the
securities markets would make pursuing the Fund's primary investment strategy
inconsistent with the best interests of its shareholders.  At such times, the
Fund may employ alternative strategies primarily seeking to reduce
fluctuations in the value of the Fund's assets.  In implementing these
defensive strategies, the Fund can invest all or any portion of its assets in
nonconvertible high-grade debt securities, or U.S. government and agency
obligations.  The Fund can also hold a portion of its assets in cash or cash
equivalents.  It is impossible to predict when, or for how long, alternative
strategies will be utilized.

Effects of Interest Rate Changes

      During periods of falling interest rates, the values of outstanding
long term fixed-income securities generally rise.  Conversely, during periods
of rising interest rates, the values of such securities generally decline.
The magnitude of these fluctuations will generally be greater for securities
with longer maturities.  If the Manager's expectation of changes in interest
rates or its evaluation of the normal yield relationships in the fixed-income
markets proves to be incorrect, the Fund's income, net asset value and
potential capital gain can be decreased or its potential capital loss can be
increased.

      Although changes in the value of the Fund's portfolio securities
subsequent to their acquisition are reflected in the net asset value of the
Fund's shares, such changes will not affect the income received by the Fund
from such securities.  The dividends paid by the Fund will increase or
decrease in relation to the income received by the Fund from its investments,
which will in any case be reduced by the Fund's expenses before being
distributed to the Fund's shareholders.


INVESTMENT RESTRICTIONS

      The Fund has adopted the following investment restrictions, which
together with its investment objectives, are fundamental policies changeable
only with the approval of the holders of a "majority" of the Fund's
outstanding voting securities, defined in the Investment Company Act as the
affirmative vote of the lesser of (a) more than 50% of the outstanding shares
of the Fund, or (b) 67% or more of the shares present or represented by proxy
at a meeting if more than 50% of the Fund's outstanding shares are
represented at the meeting in person or by proxy.  A policy is not a
fundamental policy unless this Prospectus or the Statement of Additional
Information says that it is.  The Fund's Board of Trustees can change
non-fundamental policies, unless otherwise stated, without shareholder
approval.  Unless it is specifically stated that a percentage restriction
applies on an ongoing basis, it applies only at the time the Fund makes an
investment, and 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.  Under these restrictions, the Fund will not do any of the
following:

o     As to 75% of its total assets, the Fund will not invest in securities
       of any one issuer (other than the United States government, its
       agencies or instrumentalities) if after any such investment either (a)
       more than 5% of the Fund's total assets would be invested in the
       securities of that issuer, or (b) the Fund would then own more than
       10% of the voting securities of that issuer;

o     The Fund will not concentrate investments to the extent of 25% or more
       of its total assets in securities of issuers in the same industry;
       provided that this limitation shall not apply with respect to
       investments in U.S. government securities;

o     The Fund will not make loans except through (a) the purchase of debt
       securities in accordance with its investment objectives and policies;
       (b) the lending of portfolio securities as described above; or (c) the
       acquisition of securities subject to repurchase agreements;

o     The Fund will not borrow money, except in conformity with the
       restrictions stated above under "Borrowing";

o     The Fund will not pledge, hypothecate, mortgage or otherwise encumber
       its assets, except to secure permitted borrowings or for the escrow
       arrangements contemplated in connection with the use of Hedging
       Instruments;

o     The Fund will not participate on a joint or joint and several basis in
       any securities trading account;

o     The Fund will not invest in companies for the purpose of exercising
       control or management thereof;

o     The Fund will not make short sales of securities or maintain a short
       position, unless at all times when a short position is open it owns an
       equal amount of such securities or by virtue of ownership of other
       securities has the right, without payment of any further
       consideration, to obtain an equal amount of the securities sold short
       ("short sales against the box").  Because changes in federal income
       tax laws would not enable the Fund to defer realization of gain or
       loss for federal income tax purposes, short sales against the box
       therefore would not be used by the Fund;

o     The Fund will not invest in (a) real estate, except that it can
       purchase and sell securities of companies which deal in real estate or
       interests therein; (b) commodities or commodity contracts (except that
       the Fund can purchase and sell hedging instruments whether or not they
       are considered to be a commodity or commodity contract); or (c)
       interests in oil, gas or other mineral exploration or development
       programs;

o     The Fund will not act as an underwriter of securities, except insofar
       as the Fund might be deemed to be an underwriter for purposes of the
       Securities Act of 1933 in the resale of any securities held for its
       own portfolio;

o     The Fund will not purchase securities on margin, except that the Fund
       can make margin deposits in connection with any of the Hedging
       Instruments it can use; or

o     The Fund will not 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 agreements and when-issued
       arrangements for portfolio securities transactions and contracts to
       buy or sell derivatives, hedging instruments or options or futures.

5.    The shares of beneficial interest of the Fund, $.01 par value per share
         (the "shares"), are listed and traded on The New York Stock Exchange
         (the "NYSE").  The following table sets forth for the shares for the
         periods indicated: (a) the per share high sales price on the NYSE,
         the net asset value per share as of the last day of the week
         immediately preceding such day and the premium or discount
         (expressed as a percentage of net asset value) represented by the
         difference between such high sales price and the corresponding net
         asset value and (b) the per share low sales price on the NYSE, the
         net asset value per share as of the last day of the week immediately
         preceding such day and the premium or discount (expressed as a
         percentage of net asset value) represented by the difference between
         such low sales price and the corresponding net asset value.

               Market Price High;(1)              Market Price Low;(1)
               NAV and Premium/                   NAV and Premium/
Ended          Discount That Day(2)               Discount That Day(2)
--------       ----------------------------       ----------------------------


1/31/02        Market: $8.91                      Market: $8.88
               NAV: $8.42                         NAV: $8.42
               Premium//Discount: 5.79%           Premium//Discount: 5.43%

4/30/02        Market: $8.15                      Market: $8.09
               NAV: $8.47                         NAV: $8.47
               Premium//Discount: -3.72%          Premium//Discount: -4.49%

7/31/02        Market: $7.80                      Market: $7.66
               NAV: $8.16                         NAV: $8.16
               Premium//Discount: -4.41%          Premium//Discount: -6.13%

10/31/02       Market: $7.40                      Market: $7.33
               NAV: $8.17                         NAV: $8.17
               Premium//Discount: -9.42%          Premium//Discount: -10.28%

1/31/03        Market: $7.92                      Market: $7.86
               NAV: $8.52                         NAV: $8.52
               Premium//Discount: -7.04%          Premium//Discount: -7.75%


4/30/03        Market: $$8.15                     Market: $7.85
               NAV: $8.94                         NAV: $8.62
               Premium//Discount: -8.81%          Premium//Discount: -8.94%

7/31/03        Market: $8.23                      Market: $7.94
               NAV: $9.12                         NAV: $9.06
               Premium//Discount: -9.76%          Premium//Discount: -12.35%

10/31/03       Market: $8.44                      Market: $8.15
               NAV: $9.28                         NAV: $9.22
               Premium//Discount: -9.05%          Premium//Discount: -11.62%

1/31/04        Market: $8.81                      Market: $8.62
               NAV: $9.55                         NAV: $9.53
               Premium//Discount: -7.76%          Premium//Discount: -9.53%


---------------
1.  As reported by the NYSE.
2.  The Fund's computation of net asset value (NAV) is as of the close of
trading on the last day of the week immediately preceding the day for which
the high and low market price is reported and the premium or discount
(expressed as a percentage of net asset value) is calculated based on the
difference between the high or low market price and the corresponding net
asset value for that day, divided by the net asset value.

      The Board of Trustees of the Fund has determined that it could be in
the interests of Fund shareholders for the Fund to take action to attempt to
reduce or eliminate a market value discount from net asset value.  To that
end, the Fund could, from time to time, either repurchase shares in the open
market or, subject to conditions imposed from time to time by the Board, make
a tender offer for a portion of the Fund's shares at their net asset value
per share.  Subject to the Fund's fundamental policy with respect to
borrowings, the Fund could incur debt to finance repurchases and/or tenders.
Interest on any such borrowings will reduce the Fund's net income.  In
addition, the acquisition of shares by the Fund will decrease the total
assets of the Fund and therefore will have the effect of increasing the
Fund's expense ratio.  If the Fund must liquidate portfolio securities to
purchase shares tendered, the Fund could be required to sell portfolio
securities for other than investment purposes and could realize gains and
losses.

      In addition to open-market share purchases and tender offers, the Board
could also seek shareholder approval to convert the Fund to an open-end
investment company if the Fund's shares trade at a substantial discount.  If
the Fund's shares have traded on the NYSE at an average discount from net
asset value of more than 10%, determined on the basis of the discount as of
the end of the last trading day in each week during the period of 12 calendar
weeks ending October 31 in such year, the Trustees will consider recommending
to shareholders a proposal to convert the Fund to an open-end company.  If
during a year in which the Fund's shares trade at the average discount
stated, and for the period described, in the preceding sentence the Fund also
receives written requests from the holders of 10% or more of the Fund's
outstanding shares that a proposal to convert to an open end company be
submitted to the Fund's shareholders, within six months the Trustees will
submit a proposal to the Fund's shareholders, to the extent consistent with
the Investment Company Act, to amend the Fund's Declaration of Trust to
convert the Fund from a closed-end to an open-end investment company.  If the
Fund converted to an open-end investment company, it would be able
continuously to issue and offer its shares for sale, and each share of the
Fund could be tendered to the Fund for redemption at the option of the
shareholder, at a redemption price equal to the current net asset value per
share.  To meet such redemption request, the Fund could be required to
liquidate portfolio securities.  Its shares would no longer be listed on the
NYSE.  The Fund cannot predict whether any repurchase of shares made while
the Fund is a closed-end investment company would decrease the discount from
net asset value at which the shares trade.  To the extent that any such
repurchase decreased the discount from net asset value to an amount below 10%
during the measurement period described above, the Fund would not be required
to submit to shareholders a proposal to convert the Fund to an open-end
investment company.

Item 9.  Management

            1(a).  The Fund is governed by a Board of Trustees, which is
responsible under Massachusetts law for protecting the interests of
shareholders.  The Trustees meet periodically throughout the year to oversee
the Fund's activities, review its performance, and review the actions of the
Manager.  The Fund is required to hold annual shareholder meetings for the
election of trustees and the ratification of its independent auditors.  The
Fund can also hold shareholder meetings from time to time for other important
matters, and shareholders have the right to call a meeting to remove a
Trustee or to take other action described in the Fund's Declaration of Trust.


            1(b).  The Manager, a Colorado corporation with its principal
offices at Two World Financial Center, 225 Liberty Street-11th Floor, New
York, New York 10281-1008, acts as investment advisor for the Fund under an
investment advisory agreement (the "Advisory Agreement") under which it
provides ongoing investment advice and conducts the investment operations of
the Fund, including purchases and sales of its portfolio securities, under
the general supervision and control of the Trustees of the Fund.  The Manager
also acts as accounting agent for the Fund. The Manager is wholly-owned by
Oppenheimer Acquistion Corp., a holding company controlled by Massachusetts
Mutual Life Insurance Company.

      The Manager has operated as an investment advisor since January 1960.
The Manager and its subsidiaries and affiliates managed more than $150
billion in assets as of December 31, 2003, including other Oppenheimer funds
with more than seven million shareholder accounts.  The Manager is located at
Two World Financial Center, 225 Liberty Street-11th Floor, New York, New York
10281-1008.

            The Manager provides office space and investment advisory
services for the Fund and pays all compensation of those Trustees and
officers of the Fund who are affiliated persons of the Manager.  Under the
Advisory Agreement, the Fund pays the Manager an advisory fee computed and
paid weekly at an annual rate of 0.65 of 1% of the net assets of the Fund at
the end of that week.  During the fiscal years ended October 31, 2001, 2002
and 2003 the Fund paid management fees to the Manager of $1,634,705,
$1,583,420, and $1,672,345 respectively.  The Fund incurred approximately
$21,060 in expenses for the fiscal year ended October 31, 2003 for services
provided by Shareholder Financial Services, Inc., a subsidiary of the Manager
that acts as transfer agent, shareholder servicing agent and dividend paying
agent for the Fund.


      Under the Advisory Agreement, the Fund pays certain of its other costs
not paid by the Manager, including:
(a)   brokerage and commission expenses,
(b)   federal, state, local and foreign taxes, including issue and transfer
          taxes, incurred by or levied on the Fund,
(c)   interest charges on borrowings,
(d)   the organizational and offering expenses of the Fund, whether or not
          advanced by the Manager,
(e)   fees and expenses of registering the shares of the Fund under the
          appropriate federal securities laws and of qualifying shares of the
          Fund under applicable state securities laws,
(f)   fees and expenses of listing and maintaining the listings of the Fund's
          shares on any national securities exchange,
(g)   expenses of printing and distributing reports to shareholders,
(h)   costs of shareholder meetings and proxy solicitation,
(i)   charges and expenses of the Fund's custodian bank and Registrar,
          Transfer and Dividend Disbursing Agent,
(j)   compensation of the Fund's Trustees who are not interested persons of
          the Manager,
(k)   legal and auditing expenses,
(l)   the cost of certificates representing the Fund's shares,
(m)   costs of stationery and supplies, and
(n)   insurance premiums.

      The Manager has advanced certain of the Fund's organizational and
offering expenses, which were repaid by the Fund.  There is no expense
limitation provision.

         Each year, the Board of Trustees, including a majority of the
Independent Trustees, is required to approve the renewal of the investment
advisory agreement. The Investment Company Act requires that the Board
request and evaluate and the Manager provide such information as may be
reasonably necessary to evaluate the terms of the investment advisory
agreement.  The Board employs an independent consultant to prepare a report
that provides such information as the Board requests for this purpose.

      The Board reviewed the foregoing information in arriving at its
decision to renew the investment advisory agreement.  Among other factors,
the Board considered:
o     The nature, cost, and quality of the services provided to the Fund and
         its shareholders;
o     The profitability of the Fund to the Manager;
o     The investment performance of the Fund in comparison to regular market
         indices;
o     Economies of scale that may be available to the Fund from the Manager;
o     Fees paid by other mutual funds for similar services;
o     The value and quality of any other benefits or services received by the
         Fund from its relationship with the Manager; and
o     The direct and indirect benefits the Manager received from its
         relationship with the Fund.  These included services provided by the
         Transfer Agent, and brokerage and soft dollar arrangements
         permissible under Section 28(e) of the Securities Exchange Act.

      The Board considered that the Manager must be able to pay and retain
high quality personnel at competitive rates to provide services to the Fund.
The Board also considered that maintaining the financial viability of the
Manager is important so that the Manager will be able to continue to provide
quality services to the Fund and its shareholders in adverse times.  The
Board also considered the investment performance of other mutual funds
advised by the Manager. The Board is aware that there are alternatives to the
use of the Manager.

      These matters were also considered by the Independent Trustees, meeting
separately from the full Board with experienced Counsel to the Fund who
assisted the Board in its deliberations.  The Fund's Counsel is independent
of the Manager within the meaning and intent of the SEC Rules regarding the
independence of counsel.

      After careful deliberation, the Board of Trustees concluded that it was
in the best interest of shareholders to continue the investment advisory
agreement for another year. In arriving at a decision, the Board did not
single out any one factor or group of factors as being more important than
other factors, but considered all factors together.  The Board judged the
terms and conditions of the investment advisory agreement, including the
investment advisory fee, in light of all of the surrounding circumstances.

            1(c).  The Portfolio managers of the Fund are Arthur Steinmetz
and Caleb Wong.  Mr. Steinmetz is a Vice President of the Fund and a Senior
Vice President of the Manager and Mr. Wong is a Vice President of both the
Fund and the Manager.  Messrs. Steinmetz and Wong have been the persons
principally responsible for the day-to-day management of the Trust's
portfolio since February 1, 1999.  Prior to February 1999, Mr. Steinmetz
served as a portfolio manager and officer of other Oppenheimer funds.  Mr.
Wong worked on fixed-income quantitative research and risk management for the
Manager since July 1996. Other members of the Manager's fixed-income
portfolio department, particularly portfolio analysts, traders and other
portfolio managers provide the Fund's portfolio managers with support in
managing the Fund's portfolio.

            1(d). Inapplicable.

            1(e).   The JPMorgan Chase Bank, 4 Chase MetroTech Center,
Brooklyn, New York, 11245 acts as the custodian bank for the Fund's assets
held in the United States.  The Manager and its affiliates have banking
relationships with the custodian bank.  The Manager has represented to the
Fund that its banking relationships with the custodian bank have been and
will continue to be unrelated to and unaffected by the relationship between
the Fund and the custodian bank.  It will be the practice of the Fund to deal
with the custodian bank in a manner uninfluenced by any banking relationship
the custodian bank may have with the Manager and its affiliates.  Rules
adopted under the Investment Company Act permit the Fund to maintain its
securities and cash in the custody of certain eligible banks and securities
depositories.  Pursuant to those Rules, the Fund's portfolio of securities
and cash, when invested in foreign securities, will be held in foreign banks
and securities depositories approved by the Trustees of the Fund in
accordance with the rules of the Securities and Exchange Commission.

      Shareholder Financial Services, Inc. ("SFSI"), a subsidiary of the
Manager, acts as primary transfer agent, shareholder servicing agent and
dividend paying agent for the Fund.  SFSI is paid an agreed upon fee for each
account plus out-of-pocket costs and expenses.  United Missouri Trust Company
of New York acts as co-transfer agent and co-registrar with SFSI to provide
such services as SFSI may request. KPMG LLP are the independent auditors of
the Fund. They audit the Fund's financial statements and perform other
related audit services.  They also act as auditors for certain other funds
advised by the Manager and its affiliates.

      1(f).   See 1(b) above.

      1(g).   Inapplicable.

      2.      Inapplicable.


      3.      None as of February 25, 2004.


Item 10.  Capital Stock, Long-Term Debt, and Other Securities.

      1.  The Fund is authorized to issue an unlimited number of shares of
beneficial interest, $.01 par value.  The Fund's shares have no preemptive,
conversion, exchange or redemption rights.  Each share has equal voting,
dividend, distribution and liquidation rights.  All shares outstanding are,
and, when issued, those offered hereby will be, fully paid and
nonassessable.  Shareholders are entitled to one vote per share.  All voting
rights for the election of Trustees are noncumulative, which means that the
holders of more than 50% of the shares can elect 100% of the Trustees then
nominated for election if they choose to do so and, in such event, the
holders of the remaining shares will not be able to elect any Trustees.
Under the rules of the NYSE applicable to listed companies, the Fund is
required to hold an annual meeting of shareholders in each year.

      Under Massachusetts law, under certain circumstances shareholders could
be held personally liable for the obligations of the Fund.  However, the
Declaration of Trust disclaims shareholder liability for actions or
obligations of the Fund and requires that notice of such disclaimer be given
in each agreement, obligation or instrument entered into or executed by the
Fund.  The Declaration of Trust provides for indemnification by the Fund for
all losses and expenses of any shareholder held personally liable for
obligations of the Fund.  Thus, the risk of a shareholder incurring financial
loss on account of shareholder liability is limited to circumstances in which
the Fund would be unable to meet its obligations.  The likelihood of such
circumstances is remote.

      Pursuant to the Trust's Dividend Reinvestment and Cash Purchase Plan
(the "Plan"), all dividends and capital gains distributions ("Distributions")
declared by the Trust will be automatically reinvested in additional full and
fractional shares of the Trust ("shares") unless (i) a shareholder elects to
receive cash or (ii) shares are held in nominee name, in which event the
nominee should be consulted as to participation in the Plan.  Shareholders
that participate in the Plan ("Participants") may, at their option, make
additional cash investments in shares, semi-annually in amounts of at least
$100, through payment to Shareholder Financial Services, Inc., the agent for
the Plan (the "Agent"), and a service fee of $0.75.

      Depending upon the circumstances hereinafter described, Plan shares
will be acquired by the Agent for the Participant's account through receipt
of newly issued shares or the purchase of outstanding shares on the open
market.  If the market price of shares on the relevant date (normally the
payment date) equals or exceeds their net asset value, the Agent will ask the
Trust for payment of the Distribution in additional shares at the greater of
the Trust's net asset value determined as of the date of purchase or 95% of
the then-current market price.  If the market price is lower than net asset
value, the Distribution will be paid in cash, which the Agent will use to buy
shares on The New York Stock Exchange (the "NYSE"), or otherwise on the open
market to the extent available.  If the market price exceeds the net asset
value before the Agent has completed its purchases, the average purchase
price per share paid by the Agent may exceed the net asset value, resulting
in fewer shares being acquired than if the Distribution had been paid in
shares issued by the Trust.

      Participants may elect to withdraw from the Plan at any time and
thereby receive cash in lieu of shares by sending appropriate written
instructions to the Agent.  Elections received by the Agent will be effective
only if received more than ten days prior to the record date for any
Distribution; otherwise, such termination will be effective shortly after the
investment of such
Distribution with respect to any subsequent Distribution.  Upon withdrawal
from or termination of the Plan, all shares acquired under the Plan will
remain in the Participant's account unless otherwise requested.  For full
shares, the Participant may either: (1) receive without charge a share
certificate for such shares; or (2) request the Agent (after receipt by the
Agent of signature guaranteed instructions by all registered owners) to sell
the shares acquired under the Plan and remit the proceeds less any brokerage
commissions and a $2.50 service fee.  Fractional shares may either remain in
the Participant's account or be reduced to cash by the Agent at the current
market price with the proceeds remitted to the Participant.  Shareholders who
have previously withdrawn from the Plan may rejoin at any time by sending
written instructions signed by all registered owners to the Agent.

      There is no direct charge for participation in the Plan; all fees of
the Agent are paid by the Trust.  There are no brokerage charges for shares
issued directly by the Trust.  However, each Participant will pay a pro rata
share of brokerage commissions incurred with respect to open market purchases
of shares to be issued under the Plan.  Participants will receive tax
information annually for their personal records and to assist in federal
income tax return preparation.  The automatic reinvestment of Distributions
does not relieve Participants of any income tax that may be payable on
Distributions.

      The Plan may be terminated or amended at any time upon 30 days' prior
written notice to Participants which, with respect to a Plan termination,
must precede the record date of any Distribution by the Trust.  Additional
information concerning the Plan may be obtained by shareholders holding
shares registered directly in their names by writing the Agent, Shareholder
Financial Services, Inc., P.O. Box 173673, Denver, CO, 80217-3673 or by
calling 1.800.647.7374.  Shareholders holding shares in nominee name should
contact their brokerage firm or other nominee for more information.

      The Fund presently has provisions in its Declaration of Trust and
By-Laws (together, the "Charter Documents") which could have the effect of
limiting (i) the ability of other entities or persons to acquire control of
the Fund, (ii) the Fund's freedom to engage in certain transactions or (iii)
the ability of the Fund's Trustees or shareholders to amend the Charter
Documents or effect changes in the Fund's management.  Those provisions of
the Charter Documents may be regarded as "anti-takeover" provisions.
Specifically, under the Fund's Declaration of Trust, the affirmative vote of
the holders of not less than two thirds (66-2/3%) of the Fund's shares
outstanding and entitled to vote is required to authorize the consolidation
of the Fund with another entity, a merger of the Fund with or into another
entity (except for certain mergers in which the Fund is the successor), a
sale or transfer of all or substantially all of the Fund's assets, the
dissolution of the Fund, the conversion of the Fund to an open-end company,
and any amendment of the Fund's Declaration of Trust that would affect any of
the other provisions requiring a two-thirds vote.  However, a "majority"
shareholder vote, as defined in the Charter Documents, shall be sufficient to
approve any of the foregoing transactions that have been recommended by
two-thirds of the Trustees.  Notwithstanding the foregoing, if a corporation,
person or entity is directly, or indirectly through its affiliates, the
beneficial owner of more than 5% of the outstanding shares of the Fund, the
affirmative vote of 80% (which is higher than that required under the
Investment Company Act) of the outstanding shares of the Fund is required
generally to authorize any of the following transactions or to amend the
provisions of the Declaration of Trust relating to transactions involving:
(i) a merger or consolidation of the Fund with or into any such
corporation or entity, (ii) the issuance of any securities of the Fund to any
such corporation, person or entity for cash; (iii) the sale, lease or
exchange of all or any substantial part of the assets of the Fund to any such
corporation, entity or person (except assets having an aggregate market value
of less than $1,000,000); or (iv) the sale, lease or exchange to the Fund, in
exchange for securities of the Fund, of any assets of any such corporation,
entity or person (except assets having an aggregate fair market value of less
than $1,000,000).  If two-thirds of the Board of Trustees has approved a
memorandum of understanding with such beneficial owner, however, a majority
shareholder vote will be sufficient to approve the foregoing transactions.
Reference is made to the Charter Documents of the Fund, on file with the
Securities and Exchange Commission, for the full text of these provisions.

      2.  Inapplicable.

      3.  Inapplicable.


      4.  The Fund qualified for treatment as, and elected to be, a regulated
investment company ("RIC") under Subchapter M of the Internal Revenue Code
for its taxable year ended October 31, 2003, and intends to continue to
qualify as a RIC for each subsequent taxable year.  However, the Fund
reserves the right not to qualify under Subchapter M as a RIC in any year or
years.


      For each taxable year that the Fund qualifies for treatment as a RIC,
the Fund (but not its shareholders) will not be required to pay federal
income tax.  Shareholders will normally have to pay federal income taxes, and
any state income taxes, on the dividends and distributions they receive from
the Fund.  Such dividends and distributions derived from net investment
income or short-term capital gains are taxable to the shareholder as ordinary
dividend income regardless of whether the shareholder receives such
distributions in additional shares or in cash.  Since the Fund's income is
expected to be derived primarily from interest rather than dividends, only a
small portion, if any, of such dividends and distributions is expected to be
eligible for the federal dividends-received deduction available to
corporations.  The Fund does not anticipate that any portion of its dividends
or distributions will qualify for pass-through treatment as "exempt-interest
dividends" since less than 50% of its assets is permitted to be invested in
municipal obligations.

      Long-term or short-term capital gains may be generated by the sale of
portfolio securities and by transactions in options and futures contracts.
Distributions of long-term capital gains, if any, are taxable to shareholders
as long-term capital gains regardless of how long a shareholder has held the
Fund's shares and regardless of whether the distribution is received in
additional shares or in cash.  For federal income tax purposes, if a capital
gain distribution is received with respect to shares held for six months or
less, any loss on a subsequent sale or exchange of such shares will be
treated as long-term capital loss to the extent of such long-term capital
gain distribution.  Capital gains distributions are not eligible for the
dividends-received deduction.

      Any dividend or capital gains distribution received by a shareholder
from an investment company will have the effect of reducing the net asset
value of the shareholder's stock in that company by the exact amount of the
dividend or capital gains distribution.  Furthermore, capital gains
distributions and dividends are subject to federal income taxes.  If prior
distributions made
by the Fund must be re-characterized as a non-taxable return of capital at
the end of the fiscal year as a result of the effect of the Fund's investment
policies, they will be identified as such in notices sent to shareholders.

      The tax treatment of listed put and call options written or purchased
by the Fund on debt securities and of future contracts entered into by the
Fund will be governed by Section 1256 of the Internal Revenue Code.   Absent
a tax election to the contrary, each such position held by the Fund will be
marked-to-market (i.e., treated as if it were closed out) on the last
business day of each taxable year of the Fund, and all gain or loss
associated with transactions in such positions will be treated as 60%
long-term capital gain or loss and 40% short-term capital gain or loss.
Positions of the Fund which consist of at least one debt security and at
least one option or futures contract which substantially diminishes the
Fund's risk of loss with respect of such debt security could be treated as
"mixed straddles" which are subject to the straddle rules of Section 1092 of
the Code, the operation of which may cause deferral of losses, adjustments in
the holding periods of debt securities and conversion of short-term capital
losses into long-term capital losses.  Certain tax elections exist for mixed
straddles which reduce or eliminate the operation of the straddle rules.  The
Fund will monitor its transactions in options and futures contracts and may
make certain tax elections in order to mitigate the effect of these rules and
prevent disqualification of the Fund as a regulated investment company under
Subchapter M of the Code.  Such tax election may result in an increase in
distribution of ordinary income (relative to long-term capital gains) to
shareholders.

      The Internal Revenue Code requires that a holder (such as the Fund) of
a zero coupon security accrue a portion of the discount at which the security
was purchased as income each year even though the Fund receives no interest
payment in cash on the security during the year.  As an investment company,
the Fund must pay out substantially all of its net investment income each
year.  Accordingly, the Fund may be required to pay out as an income
distribution each year an amount which is greater than the total amount of
cash interest the Fund actually received.  Such distributions will be made
from the cash assets of the Fund or by liquidation of portfolio securities,
if necessary.  If a distribution of cash necessitates the liquidation of
portfolio securities, the Manager will select which securities to sell.  The
Fund may realize a gain or loss from such sales.  In the event the Fund
realizes net capital gains from such transactions, its shareholders may
receive a larger capital gain distribution than they would in the absence of
such transactions.

      It is the Fund's present policy, which may be changed by the Board of
Trustees, to pay monthly dividends to shareholders from net investment income
of the Fund.  The Fund intends to distribute all of its net investment income
on an annual basis.  The Fund will distribute all of its net realized
long-term and short-term capital gains, if any, at least once per year.  The
Fund may, but is not required to, make such distributions on a more frequent
basis to the extent permitted by applicable law and regulations.

      Under the Internal Revenue Code, by December 31 each year, the Fund
must distribute a specified minimum percentage (currently 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 that year, or else the Fund must pay an excise tax
on amounts not distributed.  While it is presently anticipated that the Fund
will meet
those requirements, the Fund's Board and the Manager might determine in a
particular year it would be in the best interests of the Fund not to make
such distributions at the mandated level and to pay the excise tax which
would reduce the amount available for distributions to shareholders.  If the
Fund pays a dividend in January which was declared in the previous December
to shareholders of record on a date in December, then such dividend or
distribution will be treated for tax purposes as being paid in December and
will be taxable to shareholders as if received in December.

      Under the Fund's Dividend Reinvestment Plan (the "Plan"), all of the
Fund's dividends and distributions to shareholders will be reinvested in full
and fractional shares.  With respect to distributions made in shares issued
by the Fund pursuant to the Plan, the amount of the distribution for tax
purposes is the fair market value of the shares issued on the reinvestment
date.  In the case of shares purchased on the open market, a participating
shareholder's tax basis in each share is its cost.  In the case of shares
issued by the Fund, the shareholder's tax basis in each share received is its
fair market value on the reinvestment date.

      Distributions of investment company taxable income to shareholders who
are nonresident alien individuals or foreign corporations will generally be
subject to a 30% United States withholding tax under provisions of the
Internal Revenue Code applicable to foreign individuals and entities, unless
a reduced rate of withholding or a withholding exemption is provided under an
applicable treaty.

            Under Section 988 of the Code, foreign currency gain or loss with
respect to foreign currency-denominated debt instruments and other foreign
currency-denominated positions held or entered into by the Fund will be
ordinary income or loss.  In addition, foreign currency gain or loss realized
with respect to certain foreign currency "hedging" transactions will be
treated as ordinary income or loss.


5.  The following information is provided as of February 25, 2004:


(1)                      (2)              (3)                  (4)
                                                               Amount
                                          Amount Held          Outstanding
                                          by Registrant        Exclusive of
                         Amount           or for its           Amount Shown
Title of Class           Authorized       Account              Under (3)
--------------           ----------       -------------        ------------
Shares of                Unlimited        None
Beneficial
Interest, $.01
par value

Item 11.  Defaults and Arrears on Senior Securities.

      Inapplicable.

Item 12.  Legal Proceedings.

      Inapplicable.

Item 13.  Table of Contents of the Statement of Additional Information.

      Reference is made to Item 15 of the Statement of Additional Information.






Oppenheimer Multi-Sector Income Trust

6803 South Tucson Way, Centennial, Colorado 80112
1.800.647.7374


Statement of Additional Information dated February 27, 2004

      This Statement of Additional Information is not a Prospectus.  This
document contains additional information about the Fund and supplements
information in the Prospectus dated February 27, 2004.  It should be read
together with the Prospectus, and the Registration Statement on Form N-2, of
which the Prospectus and this Statement of Additional Information are a part,
can be inspected and copied at public reference facilities maintained by the
Securities and Exchange Commission (the "SEC") in Washington, D.C. and
certain of its regional offices, and copies of such materials can be obtained
at prescribed rates from the Public Reference Branch, Office of Consumer
Affairs and Information Services, SEC, Washington, D.C., 20549.


TABLE OF CONTENTS

                                                                        Page

Investment Objectives and Policies......................................*
Management..............................................................
Control Persons and Principal Holders of Securities.....................
Investment Advisory and Other Services..................................
Brokerage Allocation and Other Practices................................
Tax Status .............................................................
Financial Statements....................................................


-----------------
*See Prospectus







                                    PART B

         INFORMATION REQUIRED IN A STATEMENT OF ADDITIONAL INFORMATION

Item 14.  Cover Page.

            Reference is made to the preceding page.

Item 15.  Table of Contents.

            Reference  is made to the  preceding  page and to Items 16 through
23 of the Statement of Additional Information set forth below.

Item 16.  General Information and History.

            Inapplicable.

Item 17.  Investment Objectives and Policies.

            Reference is made to Item 8 of the Prospectus.

Item 18.   Management.

1., 2., 3., 5., 6., 7., 8., and 10.   The Board of Trustees does not have an
executive or investment committee. 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 Fund holds annual meetings of its shareholders
and may hold shareholder meetings from time to time on important matters, and
shareholders have the right to call a meeting to remove a Trustee or to take
other action described in the Fund's Declaration of Trust.


      The Board of Trustees has an Audit Committee, a Regulatory & Oversight
Committee, a Governance Committee, and a Proxy Committee.  The Audit
Committee is comprised solely of Independent Trustees.  The members of the
Audit Committee are Edward Regan (Chairman), Kenneth Randall and Russell
Reynolds. The Audit Committee held six meetings during the Fund's fiscal year
ended October 31, 2003. The Audit Committee provides the Board with
recommendations regarding the selection of the Fund's independent auditor.
The Audit Committee also reviews the scope and results of audits and the
audit fees charged, reviews reports from the Fund's independent auditor
concerning the Fund's internal accounting procedures, and controls and
reviews reports of the Manager's internal auditor, among other duties as set
forth in the Committee's charter.

      The members of the Regulatory & Oversight Committee are Robert Galli
(Chairman), Joel Motley and Phillip Griffiths. The Regulatory & Oversight
Committee held six meetings during the Fund's fiscal year ended October 31,
2003. The Regulatory & Oversight Committee evaluates and reports to the Board
on the Fund's contractual arrangements, including the Investment Advisory and
Distribution Agreements, transfer and shareholder service agreements and
custodian agreements as well as the policies and procedures adopted by the
Fund to comply with the Investment Company Act and other applicable law,
among other duties as set forth in the Committee's charter.

      The members of the Governance Committee are Joel Motley (Acting
Chairman), Phillip Griffiths and Kenneth Randall.  The Governance Committee
held three meetings during the Fund's fiscal year ended October 31, 2003. The
Governance Committee reviews the Fund's governance guidelines, the adequacy
of the Fund's Codes of Ethics, and develops qualification criteria for Board
members consistent with the Fund's governance guidelines, among other duties
set forth in the Committee's charter.

      The members of the Proxy Committee are Edward Regan (Chairman), Russell
Reynolds and John Murphy.  The Proxy Committee held two meetings during the
Fund's fiscal year ended October 31, 2003.  The Proxy Committee provides the
Board with recommendations for proxy voting and monitors proxy voting by the
Fund.


      Except Mr. Murphy, each of the Trustees is an "Independent Trustee," as
defined in the Investment Company Act.  Mr. Murphy is an "Interested
Trustee," because he is affiliated with the Manager by virtue of his
positions as an officer and director of the Manager, and as a shareholder of
its parent company.

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


Oppenheimer AMT-Free Municipals            Oppenheimer Global Opportunities Fund
Oppenheimer AMT-Free New York Municipals   Oppenheimer Gold & Special Minerals Fund
Oppenheimer California Municipal Fund      Oppenheimer Growth Fund
Oppenheimer Capital Appreciation Fund      Oppenheimer International Growth Fund
                                           Oppenheimer  International  Small Company
Oppenheimer Capital Preservation Fund      Fund
Oppenheimer Developing Markets Fund        Oppenheimer Money Market Fund, Inc.
Oppenheimer Discovery Fund                 Oppenheimer Multiple Strategies Fund
Oppenheimer Emerging Growth Fund           Oppenheimer Multi-Sector Income Trust
Oppenheimer Emerging Technologies Fund     Oppenheimer Multi-State Municipal Trust
Oppenheimer Enterprise Fund                Oppenheimer Series Fund, Inc.
Oppenheimer Global Fund                    Oppenheimer U.S. Government Trust

                                                                                  ---


      In  addition  to being a  trustee
or director  of the Board I Funds,  Mr.
Galli is also a director  or trustee of
10    other     portfolios    in    the
OppenheimerFunds complex.


      Messrs. Murphy, Molleur,
Steinmetz, Wong, Vottiero, Wixted and
Zack, and Mses. Bechtolt and Ives and
respectively hold the same offices
with one or more of the other Board I
Funds as with the Fund.  As of
February 25, 2004, the Trustees and
officers of the Fund, as a group,
owned of record or beneficially less
than 1% of each class of shares of the
Fund.  The foregoing statement does
not reflect ownership of shares of the
Fund held of record by an employee
benefit plan for employees of the
Manager, other than the shares
beneficially owned under the plan by
the officers of the Fund listed above.
In addition, each Independent Trustee,
and his or her family members, do not
own securities of either the Manager
of the Board I Funds or any person
directly or indirectly controlling,
controlled by or under common control
with the Manager.

|X|   Affiliated Transactions and
Material Business Relationships. Mr.
Reynolds has reported he has a
controlling interest in The
Directorship Group, Inc. ("The
Directorship Search Group"), a
director recruiting firm that provided
consulting services to Massachusetts
Mutual Life Insurance Company (which
controls the Manager) for fees of
$137,500 for the calendar year ended
December 31, 2002. Mr. Reynolds
reported that The Directorship Search
Group did not provide consulting
services to Massachusetts Mutual Life
Insurance Company during the calendar
year ended December 31, 2003.


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

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

         Independent Trustees
                                                                                  ---
-------------------------------------------------------------------------------------
Name,               Principal Occupation(s) During Past 5     Dollar     Aggregate
                                                                         Dollar
                                                                         Range Of
                                                                         Shares
                                                                         Beneficially
                                                                         Owned in
                    Years;                                    Range of   Any of the
Position(s) Held    Other Trusteeships/Directorships Held by  Shares     Oppenheimer
with Fund,          Trustee;                                  BeneficiallFunds
Length of Service,  Number of Portfolios in Fund Complex      Owned in   Overseen
Age                 Currently Overseen by Trustee             the Fund   by Trustee
-------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------
                                                                As of December 31,

                                                                       2003

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

Clayton K.          Of Counsel (since 1993), Hogan & Hartson  None       $50,001-$100,000
Yeutter, Chairman   (a law firm). Other directorships:
of the Board of     Weyerhaeuser Corp. (since 1999) and
Trustees since      Danielson Holding Corp. (since 2002);
2003,               formerly a director of Caterpillar, Inc.
Trustee since 1991  (1993-December 2002). Oversees 25
Age: 73             portfolios in the OppenheimerFunds

                    complex.
-------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------

Robert G. Galli,    A trustee or director of other            None       Over
Trustee since 1993  Oppenheimer funds. Formerly Trustee (May             $100,000
Age: 70             2000-2002) of Research Foundation of
                    AIMR (investment research, non-profit)
                    and Vice Chairman (October 1995-December
                    1997) of the Manager. Oversees 35
                    portfolios in the OppenheimerFunds
                    complex.

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

Phillip A.          A director (since 1991) of the Institute  None       Over

Griffiths,          for Advanced Study, Princeton, N.J., a               $100,000

Trustee, since 1999 director (since 2001) of GSI Lumonics, a
Age: 65             trustee (since 1983) of Woodward
                    Academy, a Senior Advisor (since 2001)
                    of The Andrew W. Mellon Foundation. A
                    member of: the National Academy of
                    Sciences (since 1979), American Academy
                    of Arts and Sciences (since 1995),
                    American Philosophical Society (since
                    1996) and Council on Foreign Relations
                    (since 2002). Formerly a director of
                    Bankers Trust New York Corporation
                    (1994-1999). Oversees 25 portfolios in
                    the OppenheimerFunds complex.

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

Joel W. Motley,     Director (since 2002) Columbia Equity     None       $10,001-$50,000
Trustee since 2002  Financial Corp. (privately-held
Age: 51             financial adviser); Managing Director
                    (since 2002) Carmona Motley, Inc.
                    (privately-held financial adviser);
                    Formerly he held the following
                    positions: Managing Director (January
                    1998-December 2001), Carmona Motley
                    Hoffman Inc. (privately-held financial
                    adviser); Managing Director (January
                    1992-December 1997), Carmona Motley &
                    Co. (privately-held financial adviser).
                    Oversees 25 portfolios in the
                    OppenheimerFunds complex.

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

Kenneth A.          A director of Dominion Resources, Inc.    None       Over
Randall, Trustee    (electric utility holding company);                  $100,000
since 1988          formerly a director of Prime Retail,
Age: 76             Inc. (real estate investment trust) and
                    Dominion Energy, Inc. (electric power
                    and oil & gas producer), President and
                    Chief Executive Officer of The
                    Conference Board, Inc. (international
                    economic and business research) and a
                    director of Lumbermens Mutual Casualty
                    Company, American Motorists Insurance
                    Company and American Manufacturers
                    Mutual Insurance Company. Oversees 25
                    portfolios in the OppenheimerFunds
                    complex.

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

Edward V. Regan,    President, Baruch College, CUNY; a        None       $50,001-$100,000
Trustee since 1993  director of RBAsset (real estate
Age: 73             manager); a director of OffitBank;
                    formerly Trustee, Financial Accounting
                    Foundation (FASB and GASB), Senior
                    Fellow of Jerome Levy Economics
                    Institute, Bard College, Chairman of
                    Municipal Assistance Corporation for the
                    City of New York, New York State
                    Comptroller and Trustee of New York
                    State and Local Retirement Fund.
                    Oversees 25 investment companies in the
                    OppenheimerFunds complex.

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

Russell S.          Chairman (since 1993) of The              None       $10,001-$50,000
Reynolds, Jr.,      Directorship Search Group, Inc.
Trustee since 1989  (corporate governance consulting and
Age: 72             executive recruiting); a life trustee of
                    International House (non-profit
                    educational organization), and a trustee
                    (since 1996) of the Greenwich Historical
                    Society. Oversees 25 portfolios in the
                    OppenheimerFunds complex.

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

Donald W. Spiro,    Chairman Emeritus (since January 1991)    None       Over
Vice Chairman of    of the Manager. Formerly a director                  $100,000
the Board of        (January 1969-August 1999) of the
Trustees,           Manager. Oversees 25 portfolios in the
Trustee since 1988  OppenheimerFunds complex.
Age: 78

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

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

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


      The address of Mr. Murphy in the chart below is Two World Financial
Center, 225 Liberty Street-11th Floor, New York, NY 10281-1008. Mr. Murphy
serves for an indefinite term, until his resignation, retirement, death or
removal.


-------------------------------------------------------------------------------------
                           Interested Trustee and Officer
-------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------
Name,               Principal Occupation(s) During Past 5     Dollar     Aggregate
                                                                         Dollar
                                                                         Range Of
                                                                         Shares
                                                                         Beneficially
                                                                         Owned in
                    Years;                                    Range of   Any of the
Position(s) Held    Other Trusteeships/Directorships Held by  Shares     Oppenheimer
with Fund,          Trustee;                                  BeneficiallFunds
Length of Service   Number of Portfolios in Fund Complex      Owned in   Overseen
Age                 Currently Overseen by Trustee             the Fund   by Trustee
-------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------
                                                                As of December 31,

                                                                       2003

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

John V. Murphy,     Chairman, Chief Executive Officer and     None          Over
President and       director (since June 2001) and President              $100,000
Trustee,            (since September 2000) of the Manager;
Trustee since 2001  President and a director or trustee of
Age: 54             other Oppenheimer funds; President and a
                    director (since July 2001) of
                    Oppenheimer Acquisition Corp. (the
                    Manager's parent holding company) and of
                    Oppenheimer Partnership Holdings, Inc.
                    (a holding company subsidiary of the
                    Manager); a director (since November
                    2001) of OppenheimerFunds Distributor,
                    Inc. (a subsidiary of the Manager);
                    Chairman and a director (since July
                    2001) of Shareholder Services, Inc. and
                    of Shareholder Financial Services, Inc.
                    (transfer agent subsidiaries of the
                    Manager); President and a director
                    (since July 2001) of OppenheimerFunds
                    Legacy Program (a charitable trust
                    program established by the Manager); a
                    director of the investment advisory
                    subsidiaries of the Manager: OFI
                    Institutional Asset Management, Inc. and
                    Centennial Asset Management Corporation
                    (since November 2001), HarbourView Asset
                    Management Corporation and OFI Private
                    Investments, Inc. (since July 2001);
                    President (since November 1, 2001) and a
                    director (since July 2001) of
                    Oppenheimer Real Asset Management, Inc.;
                    a director (since November 2001) of
                    Trinity Investment Management Corp. and
                    Tremont Advisers, Inc. (investment
                    advisory affiliates of the Manager);
                    Executive Vice President (since February
                    1997) of Massachusetts Mutual Life
                    Insurance Company (the Manager's parent
                    company); a director (since June 1995)
                    of DLB Acquisition Corporation (a
                    holding company that owns the shares of
                    David L. Babson & Company, Inc.);
                    formerly, Chief Operating Officer
                    (September 2000-June 2001) of the
                    Manager; President and trustee (November
                    1999-November 2001) of MML Series
                    Investment Fund and MassMutual
                    Institutional Funds (open-end investment
                    companies); a director (September
                    1999-August 2000) of C.M. Life Insurance
                    Company; President, Chief Executive
                    Officer and director (September
                    1999-August 2000) of MML Bay State Life
                    Insurance Company; a director (June
                    1989-June 1998) of Emerald Isle Bancorp
                    and Hibernia Savings Bank (a
                    wholly-owned subsidiary of Emerald Isle
                    Bancorp). Oversees 72 portfolios as
                    Trustee/Director and 10 portfolios as
                    Officer in the OppenheimerFunds complex.

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


      The address of the officers in the chart below is as follows: for
Messrs. Steinmetz, Wong, Molleur and Zack, Two World Financial Center, 225
Liberty Street-11th Floor, New York, NY 10281-1008, for Messrs. Vottiero and
Wixted and Mses. Bechtolt and Ives, 6803 South Tucson Way, Centennial, CO
80112-3924. Each officer serves for an annual term or until his or her
earlier resignation, retirement, death or removal.








-------------------------------------------------------------------------------------
                                Officers of the Fund
-------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------
Name,                   Principal Occupation(s) During Past 5 Years
Position(s) Held with
Fund, Length of
Service,
Age
-------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------
Arthur P. Steinmetz,    Senior Vice President of the Manager (since March 1993) and
Vice President and      of HarbourView Asset Management Corporation (since March

Portfolio Manager       2000); an officer of 6 portfolios in the OppenheimerFunds
since 1999              complex.
Age:  45

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

Caleb Wong, Vice        Vice President (since June 1999) of the Adviser; worked in
President and           fixed-income quantitative research and risk management for
Portfolio Manager       the Adviser (since July 1996); an officer of 1 portfolio in
since 1999              the OppenheimerFunds complex; formerly Assistant Vice
Age:  38                President of the Adviser (January 1997 - June 1999); before

                        joining the Adviser in July 1996 he was enrolled in the
                        Ph.D. program for Economics at the University of Chicago.
-------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------

Brian W. Wixted,        Senior Vice President and Treasurer (since March 1999) of
Treasurer since 1999    the Manager; Treasurer (since March 1999) of HarbourView
Age: 44                 Asset Management Corporation, Shareholder Services, Inc.,
                        Oppenheimer Real Asset Management Corporation, Shareholder
                        Financial Services, Inc., Oppenheimer Partnership Holdings,
                        Inc., OFI Private Investments, Inc. (since March 2000),
                        OppenheimerFunds International Ltd. and OppenheimerFunds
                        plc (since May 2000) and OFI Institutional Asset
                        Management, Inc. (since November 2000) (offshore fund
                        management subsidiaries of the Manager); Treasurer and
                        Chief Financial Officer (since May 2000) of Oppenheimer
                        Trust Company (a trust company subsidiary of the Manager);
                        Assistant Treasurer (since March 1999) of Oppenheimer
                        Acquisition Corp. and OppenheimerFunds Legacy Program
                        (since April 2000); formerly Principal and Chief Operating
                        Officer (March 1995-March 1999), Bankers Trust
                        Company-Mutual Fund Services Division. An officer of 82
                        portfolios in the OppenheimerFunds complex.

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

Connie Bechtolt,        Assistant Vice President of the Manager (since September
Assistant Treasurer     1998); formerly Manager/Fund Accounting (September
since 2002              1994-September 1998) of the Manager. An officer of 82
Age: 40                 portfolios in the OppenheimerFunds complex.

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

Philip Vottiero,        Vice President/Fund Accounting of the Manager (since March
Assistant Treasurer     2002); formerly Vice President/Corporate Accounting of the
since 2002              Manager (July 1999-March 2002) prior to which he was Chief
Age: 40                 Financial Officer at Sovlink Corporation (April 1996-June
                        1999). An officer of 82 portfolios in the OppenheimerFunds
                        complex.

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

Robert G. Zack,         Senior Vice President (since May 1985) and General Counsel
Secretary since 2001    (since February 2002) of the Manager; General Counsel and a
Age: 55                 director (since November 2001) of OppenheimerFunds
                        Distributor, Inc.; Senior Vice President and General
                        Counsel (since November 2001) of HarbourView Asset
                        Management Corporation; Vice President and a director
                        (since November 2000) of Oppenheimer Partnership Holdings,
                        Inc.; Senior Vice President, General Counsel and a director
                        (since November 2001) of Shareholder Services, Inc.,
                        Shareholder Financial Services, Inc., OFI Private
                        Investments, Inc., Oppenheimer Trust Company and OFI
                        Institutional Asset Management, Inc.; General Counsel
                        (since November 2001) of Centennial Asset Management
                        Corporation; a director (since November 2001) of
                        Oppenheimer Real Asset Management, Inc.; Assistant
                        Secretary and a director (since November 2001) of
                        OppenheimerFunds International Ltd.; Vice President (since
                        November 2001) of OppenheimerFunds Legacy Program;
                        Secretary (since November 2001) of Oppenheimer Acquisition
                        Corp.; formerly Acting General Counsel (November
                        2001-February 2002) and Associate General Counsel (May
                        1981-October 2001) of the Manager; Assistant Secretary of
                        Shareholder Services, Inc. (May 1985-November 2001),
                        Shareholder Financial Services, Inc. (November
                        1989-November 2001); OppenheimerFunds International Ltd.
                        and OppenheimerFunds plc (October 1997-November 2001). An
                        officer of 82 portfolios in the OppenheimerFunds complex.

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

Kathleen T. Ives,       Vice President (since June 1998) and Senior Counsel (since
Assistant Secretary     October 2003) of the Manager; Vice President (since 1999)
since 2001              of OppenheimerFunds Distributor, Inc.; Vice President and
Age: 38                 Assistant Secretary (since 1999) of Shareholder Services,
                        Inc.; Assistant Secretary (since December 2001) of
                        OppenheimerFunds Legacy Program and Shareholder Financial
                        Services, Inc.; formerly an Assistant Counsel (August
                        1994-October 2003) and Assistant Vice President of the
                        Manager (August 1997-June 1998). An officer of 82
                        portfolios in the OppenheimerFunds complex.

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

Denis R. Molleur,       Vice President and Senior Counsel of the Manager (since
Assistant Secretary     July 1999); formerly a Vice President and Associate Counsel
since 2001              of the Manager (September 1995-July 1999). An officer of 73
Age: 46                 portfolios in the OppenheimerFunds complex.

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

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

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

3., 4., 9., 11., and 12.  Inapplicable.

13. See Prospectus, Item 9.1(b).


14.                        The officers of the Fund and one of the Trustees
of the Fund (Mr. Murphy) who are affiliated with the Manager receive no
salary or fee from the Fund. The remaining Trustees of the Fund received the
compensation shown below from the Fund with respect to the Fund's fiscal year
ended October 31, 2003. The compensation from all 31 of the Board I Funds
(including the Fund) represents compensation received for serving as a
director, trustee or member of a committee (if applicable) of the boards of
those funds during the calendar year ended December 31, 2003.


-------------------------------------------------------------------------------------
Trustee Name and         Aggregate    Retirement      Estimated          Total
                                                                     Compensation
                                                                       From All
                                                       Annual         Oppenheimer
                                       Benefits      Retirement     Funds For Which
Other Fund                            Accrued as   Benefits to be     Individual
Position(s)            Compensation  Part of Fund     Paid upon        Serves As
(as applicable)         From Fund1    Expenses 2     Retirement3   Trustee/Director
-------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------

Clayton K. Yeutter        $1,2664         $0           $36,372         $152,079
Chairman of the Board

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

Robert G. Galli           $1,072          $0          $55,6785         $213,5366
Regulatory &
Oversight Committee
Chairman

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

Phillip Griffiths          $6747          $0           $10,256          $74,500
Regulatory &
Oversight Committee
Member and Governance
Committee Member

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

Leon Levy8                 $646           $0          $133,352          $43,425

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

Benjamin Lipstein8         $838           $0          $115,270          $75,076

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

Joel W. Motley             $6209          $0             $0             $68,900
Governance Committee
Acting Chairman and
Regulatory &
Oversight Committee
Member

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

Elizabeth B. Moynihan8     $854           $0           $57,086          $88,229


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

Kenneth A. Randall         $880           $0           $74,471          $93,989
Audit Committee
Member and Governance
Committee Member

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

Edward V. Regan            $915           $0           $46,313          $98,983
Proxy Committee
Chairman and Audit
Committee Chairman

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

Russell S. Reynolds,       $707           $0           $48,991          $77,002

Jr.

Proxy Committee
Member and Audit
Committee Member

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

Donald Spiro               $596           $0          $9,39610          $64,080

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


1.    Aggregate   compensation  from  the  Fund  includes  fees  and  deferred
      compensation, if any, for a Trustee.

2.    No retirement  benefit expenses were accrued by the Fund during its last
      fiscal year for a Trustee.
1.    Estimated  Annual  Retirement  Benefits  to be Paid Upon  Retirement  is
based on a  straight  life  payment  plan  election  with the  assumption  that a
      Trustee  will  retire  at the age of 75 and is  eligible  (after 7 years of
      service)  to receive  retirement  plan  benefits as  described  below under
      "Retirement Plan for Trustees."
4.    Includes  $316 deferred by Mr.  Yeutter under the Deferred  Compensation
      Plan described below.
5.    Includes  $24,989  estimated  to be paid to Mr.  Galli for  serving as a
      trustee or director of 10 other  Oppenheimer  funds that are not Board I
      Funds.
6.    Includes  $96,000  paid to Mr.  Galli for serving as trustee or director
      of 10 other Oppenheimer funds that are not Board I Funds.
   Includes $674  deferred by Mr.  Griffiths  under the Deferred  Compensation
      Plan described below.
Messrs.  Levy and Lipstein and Ms. Moynihan  retired as Trustees from the Board I
Funds   effective   January  1,  2003,   March  31,  2003  and  July  31,   2003,
      respectively.
9.    Includes  $124  deferred by Mr.  Motley under the Deferred  Compensation
      Plan described below.
10.   The amount for Mr. Spiro is based on the assumption  that he will retire
      at age 82 when he becomes  eligible to receive  retirement plan benefits
      (after 7 years of service).


      The Fund has adopted a retirement plan that provides for payment to a
retired Trustee of up to 80% of the average compensation paid during that
Trustee's five years of service in which the highest compensation was
received. A Trustee must serve in that capacity for any of the Board I Funds
for at least 15 years to be eligible for the maximum payment. Because each
Trustee's retirement benefits will depend on the amount of the Trustee's
future compensation and length of service, the amount of those benefits
cannot be determined at this time, nor can the Fund estimate the number of
years of credited service that will be used to determine those benefits.

Deferred Compensation Plan for Trustees.  The Board of Trustees has adopted a
Deferred Compensation Plan for disinterested trustees that enables them to
elect to defer receipt of all or a portion of the annual fees they are
entitled to receive from the Fund.  Under the plan, the compensation deferred
by a Trustee is periodically adjusted as though an equivalent amount had been
invested in shares of one or more Oppenheimer funds selected by the Trustee.
The amount paid to the Trustee under the plan will be determined based upon
the performance of the selected funds.  Deferral of Trustees' fees under the
plan will not materially affect the Fund's assets, liabilities or net income
per share.  The plan will not obligate the Fund to retain the services of any
Trustee or to pay any particular level of compensation to any Trustee.
Pursuant to an Order issued by the Securities and Exchange Commission, the
Fund may invest in the funds selected by the Trustee under the plan without
shareholder approval for the limited purpose of determining the value of the
Trustee's deferred fee account.

Item 15. Code of Ethics.

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

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

Item 19.  Control Persons and Principal Holders of Securities.

      1.    Inapplicable.


2.    As of February 25, 2004, the only persons who owned of record or were
         known by the Fund to own beneficially 5% or more of the outstanding
         shares of the Fund were:

      3.    As of February 25, 2004, the Trustees and officers of the Fund,
as a group owned of record or beneficially less than 1% of each class of
shares of the Fund.  The foregoing statement does not reflect ownership of
shares of the Fund held of record by an employee benefit plan for employees
of the Manager, other than the shares beneficially owned under the plan by
the officers of the Fund listed above. In addition, each Independent Trustee,
and his or her family members, do not own securities of either the Manager of
the Board I Funds or any person directly or indirectly controlling,
controlled by or under common control with the Manager.


Item 20.  Investment Advisory and Other Services.

      Reference is made to Item 9 of the Prospectus.

Item 21.  Brokerage Allocation and Other Practices.


      1 and 2.  During the fiscal years ended October 31, 2001, 2002 and
2003, the Fund paid approximately $622,063, $87,859 and $81,882 respectively,
in brokerage commissions.  The Fund will not effect portfolio transactions
through any broker (i) which is an affiliated person of the Fund, (ii) which
is an affiliated person of such affiliated person or (iii) an affiliated
person of which is an affiliated person of the Fund or its Manager.  There is
no principal underwriter of shares of the Fund. As most purchases of
portfolio securities made by the Fund are principal transactions at net
prices, the Fund incurs little or no brokerage costs.  The Fund deals
directly with the selling or purchasing principal or market maker without
incurring charges for the services of a broker on its behalf unless it is
determined that a better price or execution may be obtained by using the
services of a broker. Purchases of portfolio securities from underwriters
include a commission or concession paid by the issuer to the underwriter, and
purchases from dealers include a spread between the bid and asked price.
Transactions in foreign securities markets generally involve the payment of
fixed brokerage commissions, which are usually higher than those in the
United States.  The Fund seeks to obtain prompt execution of orders at the
most favorable net price.


      3.    The advisory agreement between the Fund and the Manager (the
"Advisory Agreement") contains provisions relating to the selection of
brokers, dealers and futures commission merchants (collectively referred to
as "brokers") for the Fund's portfolio transactions.  The Manager is
authorized by the Advisory Agreement to employ brokers as may, in its best
judgment based on all relevant factors, implement the policy of the Fund to
obtain, at reasonable expense, the "best execution" (prompt and reliable
execution at the most favorable price obtainable) of such transactions.  The
Manager need not seek competitive bidding but is expected to minimize the
commissions paid to the extent consistent with the interests and policies of
the Fund.  The Fund will not effect portfolio transactions through affiliates
of the Manager.

      Certain other investment companies advised by the Manager and its
affiliates have investment objectives and policies similar to those of the
Fund.  If possible, concurrent orders to purchase or sell the same security
by more than one of the accounts managed by the Manager or its affiliates are
combined.  The transactions effected pursuant to such combined orders are
averaged as to price and allocated in accordance with the purchase or sale
orders actually placed for each account.  If transactions on behalf of more
than one fund during the same period increase the demand for securities being
purchased or the supply of securities being sold, there may be an adverse
effect on price or quantity.  When the Fund engages in an option transaction,
ordinarily the same broker will be used for the purchase or sale of the
option and any transactions in the security to which the option relates.

      Under the Advisory Agreement, if brokers are used for portfolio
transactions, the Manager may select brokers for their execution and/or
research services, on which no dollar value can be placed.  Information
received by the Manager for those other accounts may or may not be useful to
the Fund.  The commissions paid to such dealers may be higher than another
qualified dealer would have charged if a good faith determination is made by
the Manager that the commission is reasonable in relation to the services
provided.  Subject to applicable regulations, sales of shares of the Fund
and/or investment companies advised by the Manager or its affiliates may also
be considered as a factor in directing transactions to brokers, but only in
conformity with the price, execution and other considerations and practices
discussed above.

      Such research, which may be provided by a broker through a third party,
includes information on particular companies and industries as well as
market, economic or institutional activity areas.  It serves to broaden the
scope and supplement the research activities of the Manager, to make
available additional views for consideration and comparisons, and to enable
the Manager to obtain market information for the valuation of securities held
in the Fund's portfolio or being considered for purchase.


      4.    During the fiscal years ended October 31, 2001, $7,709 was paid
to brokers as commissions in return for research services.  There were no
commissions paid to brokers for research services during the fiscal year
ended October 31, 2002 and October 31, 2003.


      5.    Inapplicable.

Item 22.  Tax Status.

      Reference is made to Item 10 of the Prospectus.


Item 23.  Financial Statements at fiscal year-end October 31, 2003.







                                     A-7
                                  Appendix A

                             RATINGS DEFINITIONS
                             -------------------

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

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

LONG-TERM (TAXABLE) BOND RATINGS

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

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

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

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

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

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

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

Ca: Bonds rated "Ca" represent obligations which are speculative in a high
degree. Such issues are often in default or have other marked shortcomings.

C:  Bonds rated "C" are the lowest class of rated bonds and can be regarded
as having extremely poor prospects of ever attaining any real investment
standing.
Moody's applies numerical modifiers 1, 2, and 3 in each generic rating
classification from "Aa" through "Caa." The modifier "1" indicates that the
obligation ranks in the higher end of its generic rating category; the
modifier "2" indicates a mid-range ranking; and the modifier "3" indicates a
ranking in the lower end of that generic rating category. Advanced refunded
issues that are secured by certain assets are identified with a # symbol.

SHORT-TERM RATINGS - TAXABLE DEBT

These ratings apply to the ability of issuers to honor senior debt
obligations having an original maturity not exceeding one year:

Prime-1: Issuer has a superior ability for repayment of senior short-term
debt obligations.

Prime-2: Issuer has a strong ability for repayment of senior short-term debt
obligations. Earnings trends and coverage ratios, while sound, may be more
subject to variation. Capitalization characteristics, while appropriate, may
be more affected by external conditions. Ample alternate liquidity is
maintained.

Prime-3: Issuer has an acceptable ability for repayment of senior short-term
obligations. The effect of industry characteristics and market compositions
may be more pronounced. Variability in earnings and profitability may result
in changes in the level of debt protection measurements and may require
relatively high financial leverage. Adequate alternate liquidity is
maintained.

Not Prime: Issuer does not fall within any Prime rating category.

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

LONG-TERM ISSUE CREDIT RATINGS

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

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

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







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

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

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

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

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

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

C: Subordinated debt or preferred stock obligations rated "C" are currently
highly vulnerable to nonpayment. The "C" rating may be used to cover a
situation where a bankruptcy petition has been filed or similar action taken,
but payments on this obligation are being continued. A "C" also will be
assigned to a preferred stock issue in arrears on dividends or sinking fund
payments, but that is currently paying.

D: Bonds 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. The "r" symbol is attached to the ratings of instruments with
significant noncredit risks.

SHORT-TERM ISSUE CREDIT RATINGS

A-1: A short-term bond 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 bond 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 bond 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 bond 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 bond 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 bond 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.


Fitch, Inc.

INTERNATIONAL LONG-TERM CREDIT RATINGS

Investment Grade:

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

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

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

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

Speculative Grade:

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

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

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

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

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

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

INTERNATIONAL SHORT-TERM CREDIT RATINGS

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

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

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

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

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

D: Default. Denotes actual or imminent payment default.








                                     C-23

                                     C-1

                                    PART C

                               OTHER INFORMATION

Item 24.  Financial Statements and Exhibits.


      1.    Financial Statements at fiscal year-end October 31, 2003


            (a)   Statement of Investments - (See Part B, Statement of
Additional Information): Filed herewith.

            (b)   Statement of Assets and Liabilities - (See Part B,
Statement of Additional Information): Filed herewith.

            (c)   Statement of Operations - (See Part B, Statement of
Additional Information): Filed herewith.

            (d)   Statements of Changes in Net Assets - (See Part B,
Statement of Additional Information): Filed herewith.

            (e)   Financial Highlights - (See Part B, Statement of Additional
Information): Filed herewith.

            (f)   Notes to Financial Statements - (See Part B, Statement of
Additional Information): Filed herewith.


      2.    Exhibits:

            (a)   (1)     Declaration of Trust of Registrant: Filed with
Registrant's Registration Statement, 2/2/88, refiled with Registrant's
Amendment No. 8, 2/27/95, and incorporated herein by reference.

                  (2)     Amendment No. 1 dated as of March 10, 1988 to
Declaration of Trust of Registrant: Filed with Amendment No. 2 to
Registrant's Registration Statement, 3/24/88, refiled with Registrant's
Amendment No. 8, 2/27/95, pursuant to Item 102 of Regulation S-T, and
incorporated herein by reference.

                  (3)     Amendment No. 2 dated November 6, 1989 to
Declaration of Trust of Registrant:  Filed with Registrant's Post-Effective
Amendment No. 8, 2/27/95, and incorporated herein by reference.


                  (4)     Amendment No. 3 dated as of July 16, 2002 to
Declaration of Trust of Registrant: Filed with Registrant's Post-Effective
Amendment No. 18, 2/28/03, and incorporated herein by reference.


            (b)   By-Laws of Registrant (amended by-laws): Filed with
Registrant's Post-Effective Amendment No. 17, 2/28/02, and incorporated
herein by reference.

            (c)   Inapplicable

            (d)   Specimen certificate for shares of Beneficial Interest,
$.01 par value: Filed with Registrant's Post-Effective Amendment No. 17,
2/28/02, and incorporated herein by reference.

            (e)   Inapplicable

            (f)   Inapplicable

            (g)   (1)   Investment Advisory Agreement with Oppenheimer
Management Corporation dated 10/22/90 - Filed with Amendment No. 5 to
Registrant's Registration Statement dated 2/27/91, refiled with Amendment No.
8 to Registrant's Registration Statement, and incorporated herein by
reference.

            (h)   Form of Underwriting Agreement: Filed with Amendment No. 2
to Registrant's Registration Statement, 3/24/88, refiled with Registrant's
Post-Effective Amendment No. 8, 2/27/95, pursuant to Item 102 of Regulation
S-T, and incorporated herein by reference.

            (i)   (1)   Amended and Reinstated Retirement Plan for
Non-Interested Trustees or Directors dated 8/9/01: Previously filed with
Post-Effective Amendment No. 34 to the Registration Statement of Oppenheimer
Gold & Special Minerals Fund (Reg. No. 2-82590), 10/25/01, and incorporated
herein by reference.

                  (2)   Form of Deferred Compensation Plan for Disinterested
Trustees/Directors: Filed with Post-Effective Amendment No.  33, of the
Registration Statement for Oppenheimer Gold & Special Minerals Fund (Reg. No.
2-82590), 10/28/98, and incorporated herein by reference.


            (j)   (i)   Global Custody Agreement dated August 16, 2002
between Registrant and JP Morgan Chase Bank: Previously filed with
Post-Effective Amendment No. 9 to the Registration Statement of Oppenheimer
International Bond Fund (Reg. No. 33-58383), 11/21/02, and incorporated
herein by reference.

                  (ii)  Amendment dated October 2, 2003 to the Global Custody
Agreement dated August 16, 2002: Previously filed with Pre-Effective
Amendment No. 1 to the Registration Statement of Oppenheimer Principal
Protected Trust II (Reg. 333-108093), 11/6/03, and incorporated herein by
reference.



            (k)   Accounting Service Agreement previously filed with
Registrant's Amendment No. 9 under the Investment Company Act of 1940,
2/29/96, and incorporated herein by reference.

            (l)   Inapplicable

            (m)   Inapplicable

            (n)   Inapplicable

            (o)   Inapplicable

            (p)   Inapplicable

            (q)   Inapplicable

Item 25.    Marketing Arrangements.

            Inapplicable.

Item 26.    Other Expenses of Issuance and Distribution.

            Inapplicable.

Item 27.    Persons Controlled by or under Common Control.

            None.

Item 28.    Number of Holders of Securities.

(1)                                       (2)
                                          Number of Record Holders

Title of Class                            at February 25, 2004

--------------                            ------------------------
Shares of Beneficial Interest,
$.01 par value

Item 29.    Indemnification.

      Insofar as indemnification for liabilities arising under the Securities
Act of 1933 (the "Act") may be permitted to trustees, officers and
controlling persons of the Registrant pursuant to the foregoing provisions or
otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable.  In the
event that a claim for indemnification against such liabilities (other than
the payment by the Registrant of expenses incurred or paid by a trustee,
officer, or controlling person of the Registrant in connection with the
successful defense of any action, suit or proceeding) is asserted against the
Registrant by such trustee, officer or controlling person, the 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 Act, and will be governed by the final adjudication of such
issue.

      The Registrant hereby undertakes that it will apply the indemnification
provision of its By-laws in a manner consistent with Release 11330 of the
Securities and Exchange Commission under the Investment Company Act of 1940,
so long as the interpretation therein of Sections 17(h) and 17(i) of the
Investment Company Act remains in effect.

      Registrant, in conjunction with the Registrant's Trustees, and other
registered management investment companies managed by the Manager, generally
maintains insurance on behalf of any person who is or was a Trustee, officer,
employee, or agent of Registrant.  However, in no event will Registrant pay
that portion of the premium, if any, for insurance to indemnify any such
person for any act for which Registrant itself is not permitted to indemnify
him.

Item 30.   Business and Other Connections of Investment Manager

(a)   OppenheimerFunds, Inc. is the investment advisor of the Registrant; it
and certain subsidiaries and affiliates act in the same capacity to other
registered investment companies as described in Parts A and B hereof and
listed in Item 29(b) below.

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,             None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------

Robert Agan,                   Vice President of OppenheimerFunds Distributor,
Vice President                 Inc. and Centennial Asset Management
                               Corporation; Senior Vice President of
                               Shareholders Services, Inc.

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

---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Erik Anderson,                 None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Janette Aprilante,             Secretary of OppenheimerFunds Distributor, Inc.,
Vice President & Secretary     Centennial Asset Management Corporation,

                               Oppenheimer Partnership Holdings, Inc.,
                               Oppenheimer Real Asset Management, Inc.,
                               Shareholder Financial Services, Inc.,
                               Shareholder Services, Inc., HarbourView Asset
                               Management Corporation, OFI Private Investments,
                               Inc., OFI Institutional Asset Management, Inc.
                               and OppenheimerFunds Legacy Program; Assistant
                               Secretary of OFI Trust Company.

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

---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Hany S. Ayad,                  None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------

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

---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
John Michael Banta,            None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Joanne Bardell,                None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Lerae A. Barela,               None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------

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

---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Kevin Baum,                    None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Jeff Baumgartner,              None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Connie Bechtolt,               None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------

Robert 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.

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

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

---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Rajeev Bhaman,                 None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Craig Billings,                Formerly President of Lorac Technologies, Inc.
Assistant Vice President       (June 1997-July 2001).
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------

Robert J. Bishop,              Treasurer of OppenheimerFunds, Inc. and
Vice President                 Centennial Asset Management Corporation.

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

Tracey Blinzer,                Assistant Vice President of OppenheimerFunds
Vice President                 Distributor, Inc.

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

---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
John R. Blomfield,             None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Chad Boll,                     None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------

Antulio N. Bomfim,             A senior economist with the Federal Reserve
Vice President                 Board (June 1992-October 2003).

---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Robert Bonomo,                 None
Senior Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------

Jennifer Bosco,                None
Assistant Vice President

---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Lowell Scott Brooks,           Vice President of OppenheimerFunds Distributor,
Vice President                 Inc.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------

Joan Brunelle,                 None
Vice President

---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Richard Buckmaster,            None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Paul Burke,                    None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------

Mark Burns,                    None
Assistant Vice President

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

Bruce Burroughs,               None
Vice President

---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Claudia Calich,                None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------

---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Debra Casey,                   None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------

Ronald G. Chibnik,             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
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------

Susan Cornwell,                Vice President of Centennial Asset Management
Vice President                 Corporation, Shareholder Financial Services,
                               Inc. and 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,                  None.
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------

John Damian,                   None
Vice President

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

Ruggero de'Rossi,              Vice President of HarbourView Asset Management
Senior Vice President          Corporation.

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

---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Craig P. Dinsell,              None
Executive Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------

Randall C. Dishmon,            None
Assistant 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

---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Richard Edmiston,              None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Daniel R. Engstrom,            None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------

---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
James Robert Erven             Formerly an Assistant Vice President/Senior
Assistant Vice President       Trader with Morgan Stanley Investment Management
                               (1999-April 2002).
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
George R. Evans,               None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Edward N. Everett,             None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Kathy Faber,                   None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
David Falicia,                 None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Scott T. Farrar,               Vice President of OFI Private Investments, Inc.
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------

Katherine P. Feld,             Vice President of OppenheimerFunds, Distributor,
Vice President, Senior Counsel Inc. and of Oppenheimer Real Asset Management,
                               Inc.; Vice President, Assistant Secretary and

                               Director of Centennial Asset Management

                               Corporation.

---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Emmanuel Ferreira,             Formerly a portfolio manager with Lashire
Vice President                 Investments (July 1999-December 2002).
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Ronald H. Fielding,            Vice President of OppenheimerFunds Distributor,
Chairman: Rochester Division   Inc.; Director of ICI Mutual Insurance Company;
                               Governor of St. John's College; Chairman of the
                               Board of Directors of International Museum of
                               Photography at George Eastman House.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
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.

---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
P. Lyman Foster,               Senior Vice President of OppenheimerFunds
Senior Vice President          Distributor, Inc.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
David Foxhoven,                Assistant Vice President of OppenheimerFunds
Assistant Vice President       Legacy Program.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Colleen M. Franca,             None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------

Richard Frank,                 None
Vice   President:    Rochester
Division

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

Dominic Freud,                 Formerly, a Partner and European Equity
Vice President                 Portfolio manager at SLS Management (January
                               2002-February 2003) prior to which he was head
                               of the European equities desk and managing
                               director at SG Cowen (May 1994-January 2002).

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

Dan Gagliardo,                 None
Assistant Vice President

---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Hazem Gamal,                   None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Dan P. Gangemi,                None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------

---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Subrata Ghose,                 None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Charles W. Gilbert,            None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Alan C. Gilston,               None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Sharon M. Giordano-Auleta,     None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Jill E. Glazerman,             None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------

---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Mike Goldverg,                 None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------

Bejamin J. Gord,               Vice President of HarbourView Asset Management
Vice President                 Corporation and of OFI Institutional Asset
                               Management, Inc. Formerly Executive Director
                               with Miller Anderson Sherrerd, a division of
                               Morgan Stanley Investment Management. (April
                               1992-March 2002).

---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Laura Granger,                 None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------

Robert B. Grill,               None
Senior Vice President

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

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

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

---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Robert Haley,                  None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Marilyn Hall,                  None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Ping Han,                      None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Kelly Haney,                   None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------

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

---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Steve Hauenstein,              None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Thomas B. Hayes,               None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------

---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Michael Henry,                 None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Catherine Heron,               None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Dennis Hess,                   None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Dorothy F. Hirshman,           None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Daniel Hoelscher,              None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Scott T. Huebl,                Assistant Vice President of OppenheimerFunds
Vice President                 Legacy Program.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------

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

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

---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
James G. Hyland,               None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Steve P. Ilnitzki,             None
Senior Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------

Kathleen T. Ives,              Vice President and Assistant Secretary of
Vice  President  and Assistant OppenheimerFunds Distributor, Inc. and
Secretary                      Shareholder Services, Inc.; Assistant 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,          Formerly Vice President, Senior
Assistant Vice President       Analyst/Portfolio Manager at Aladdin Capital
                               Holdings Inc. (February 2001-May 2002).
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------

Charles Kandilis,              Formerly managing director of Kandilis Capital
Assistant Vice President       Management (September 1993-August 2002).

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

Jennifer E. Kane,              None
Assistant Vice President

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

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

---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Thomas W. Keffer,              None
Senior Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Cristina J. Keller,            Vice President of OppenheimerFunds Distributor,
Vice President                 Inc.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------

Michael Keogh,                 Vice President of OppenheimerFunds Distributor,
Vice President                 Inc.

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

---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Walter G. Konops,              None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------

---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
James Kourkoulakos,            None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Brian Kramer,                  None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------

Lisa Lamentino,                None
Vice President

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

Tracey Lange,                  Vice President of OppenheimerFunds Distributor,
Vice President                 Inc.

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

John Latino,                   Formerly a Senior Trader/Portfolio Engineer at
Assistant Vice President       Jacobs Levy Equity Management (June 1996-August
                               2002).

---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Guy E. Leaf,                   Formerly a Vice President of Merrill Lynch
Vice President                 (January 2000-September 2001).
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Christopher M. Leavy,          None
Senior Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------

Dina C. Lee,                   Assistant Secretary of OppenheimerFunds Legacy
Assistant   Vice  President  & Program.
Assistant Counsel

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

Dana Lehrer,                   Assistant Secretary of Oppenheimer Legacy Program
Assistant Vice President

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

Laura Leitzinger,              Senior Vice President of Shareholder Services,
Vice President                 Inc.; Vice President of Shareholder Financial

                               Services, Inc.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Michael S. Levine,             None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Gang Li,                       None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Shanquan Li,                   None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Mitchell J. Lindauer,          None
Vice   President  &  Assistant
General Counsel
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Bill Linden,                   None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Malissa B. Lischin,            Assistant Vice President of OppenheimerFunds
Assistant 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.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------

Dongyan Ma,                    Formerly an Assistant Vice President with
Assistant Vice President       Standish Mellon Asset Management (October
                               2001-October 2003).

---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Steve Macchia,                 None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------

Michael Magee,                 Vice President of OppenheimerFunds Distributor,
Vice President                 Inc.

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

Jerry Mandzij,                 None
Assistant Vice President

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

Angelo G. Manioudakis          Senior Vice President of HarbourView Asset
Senior Vice President          Management Corporation and of OFI Institutional
                               Asset Management, Inc. Formerly Executive

                               Director and portfolio manager for Miller,
                               Anderson & Sherrerd, a division of Morgan
                               Stanley Investment Management (August 1993-April
                               2002).
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------

LuAnn Mascia,                  Vice President of OppenheimerFunds Distributor,
Vice President                 Inc.

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

Susan Mattisinko,              Formerly an Associate at Sidley Austin Brown and
Vice President                 Wood LLP (1995 - October 2003).

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

---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Elizabeth McCormack,           Assistant Secretary of HarbourView Asset
Assistant Vice President       Management Corporation.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------

---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Joseph McGovern,               None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------

Charles L. McKenzie,           As of May 2003: Chief Executive Officer,
Senior Vice President          President, Senior Managing Director and Director
                               of HarbourView Asset Management Corporation and
                               OFI Institutional Asset Management, Inc.;
                               President, Chairman and Director of Trinity
                               Investment Management Corporation

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

---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Joy Milan,                     None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Denis R. Molleur,              None
Vice    President   &   Senior
Counsel
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Nikolaos D. Monoyios,          None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------

Charles Moon,                  Vice President of HarbourView Asset Management
Vice President                 Corporation and of OFI Institutional Asset
                               Management, Inc. Formerly an Executive Director
                               and Portfolio Manager with Miller Anderson &
                               Sherrerd, a division of Morgan Stanley
                               Investment Management (June 1999-March 2002).

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

John Murphy,                   Director of OppenheimerFunds Distributor, Inc.,
Chairman, President, Chief     Centennial Asset Management Corporation,
Executive Officer & Director   HarbourView Asset Management Corporation, OFI
                               Private Investments, Inc., OFI Institutional
                               Asset Management, Inc. and Tremont Advisers,
                               Inc.; Director of Trinity Investments Management
                               Corporation; President and Management Director
                               of Oppenheimer Acquisition Corp.; President and
                               Director of Oppenheimer Partnership Holdings,
                               Inc., Oppenheimer Real Asset Management, Inc.;
                               Chairman and Director of Shareholder Financial
                               Services, Inc. and Shareholder Services, Inc.;
                               Executive Vice President of MassMutual Life
                               Insurance Company; director of DLB Acquisition
                               Corp.

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

Kevin Murray,                  None
Assistant Vice President

---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Thomas J. Murray,              None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Kenneth Nadler,                None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------

Christina Nasta,               Vice President of OppenheimerFunds Distributor,
Vice President                 Inc.

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

Annabel Neilon,                None
Assistant Vice President

---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Richard Nichols,               None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Barbara Niederbrach,           None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
William Norman,                None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------

John O'Hare,                   Formerly Executive Vice President and Portfolio
Vice President                 Manager (June 2000 - August 2003) and Portfolio
                               Manager and Senior Vice President (August 1997 -
                               June 2000) at Geneva Capital Management, Ltd.

---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Frank J. Pavlak,               None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
David P. Pellegrino,           None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Allison C. Pells,              None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Susan Pergament,               None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Brian Petersen,                None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
James F. Phillips,             None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------

Gary Pilc,                     None
Assistant Vice President

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

Peter E. Pisapia,              Formerly, Associate Counsel at SunAmerica Asset
Assistant   Vice  President  & Management Corp. (December 2000-December 2002).
Assistant Counsel

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

Jeaneen Pisarra,               None
Assistant Vice President

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

Raghaw Prasad,                 None
Assistant Vice President

---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Jane C. Putnam,                None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Michael E. Quinn,              None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------

---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Julie S. Radtke,               None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Norma J. Rapini,               None
Assistant Vice President:
Rochester Division
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------

---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Brian N. Reid,                 Formerly an Assistant Vice President with Eaton
Assistant Vice President       Vance Management (January 2000-January 2002).
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Marc Reinganum,                Formerly (until August 2002) Vaughn Rauscher
Vice President                 Chair in Financial Investments and Director,
                               Finance Institute of Southern Methodist
                               University, Texas.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------

Jill Reiter,                   None
Assistant Vice President

---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Kristina Richardson,           None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Claire Ring,                   None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
David Robertson,               Senior Vice President of OppenheimerFunds
Senior Vice President          Distributor, Inc.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Rob Robis,                     None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Antoinette Rodriguez,          None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Stacey Roode,                  Formerly, Assistant Vice President of Human
Vice President                 Resources of OFI (200-July 2002)
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
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.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------

Andrew Ruotolo,                Vice Chairman, Treasurer, Chief Financial
Executive   Vice    President, Officer and Management Director of Oppenheimer
Chief  Financial  Officer  and Acquisition Corp.; President and Director of
Director                       Shareholder Services, Inc. and Shareholder
                               Financial Services, Inc.; Director of Trinity
                               Investment Management Corporation; Chairman of
                               the Board, Chief Executive Officer, President
                               and Director of OFI Trust Company.

---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Rohit Sah,                     None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Valerie Sanders,               None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Karen Sandler,                 None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------

Tricia Scarlata,               Formerly, Marketing Manager of OppenheimerFunds,
Assistant Vice President       Inc. (April 2001-August 2002).

---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Rudi Schadt,                   Formerly a consultant for Arthur Andersen
Vice President                 (August 2001-February 2002); director, senior
                               quantitative analyst at Brinson Partners
                               (September 2000,April 2001).
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------

Jill Schmitt,                  None
Assistant 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.

---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Martha A. Shapiro,             None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Navin Sharma,                  Formerly, Manager at BNP Paribas Cooper Neff
Vice President                 Advisors (May 2001-April 2002).
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------

Steven J. Sheerin,             None
Vice President

---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Bonnie Sherman,                None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
David C. Sitgreaves,           None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Edward James Sivigny           Formerly a Director for ABN Amro Securities
Assistant Vice President       (July 2001-July 2002).
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------

Enrique H. Smith,              None
Assistant Vice President

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

---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Louis Sortino,                 None
Assistant Vice President:
Rochester Division
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Keith J. Spencer,              None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Marco Antonio Spinar,          Formerly, Director of Business Operations at AOL
Assistant Vice President       Time Warner, AOL Time Warner Book Group (June
                               2000-December 2001).
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
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

---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Gregory J. Stitt,              None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
John P. Stoma,                 Senior Vice President of OppenheimerFunds
Senior Vice President          Distributor, Inc.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Wayne Strauss,                 None
Assistant Vice President:
Rochester Division
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------

Michael Stricker,              Vice President of Shareholder Services, Inc.
Vice President

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

Deborah A. Sullivan,           Since December 2001, Secretary of OFI Trust
Assistant Vice President,      Company.
Assistant Counsel

---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Mary Sullivan,                 None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------

Michael Sussman,               Vice President of OppenheimerFunds Distributor,
Vice President                 Inc.

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

---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Susan B. Switzer,              None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------

Martin Telles,                 Senior Vice President of OppenheimerFunds
Senior Vice President          Distributor, Inc.

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

Paul Temple,                   Formerly a Vice President of Merrill Lynch
Vice President                 (October 2001-January 2002).

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

---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Vincent Toner,                 None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Eamon Tubridy,                 None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Keith Tucker,                  None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
James F. Turner,               Formerly portfolio manager for Technology
Vice President                 Crossover Ventures (May 2000-March 2001).
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------

Tane Tyler,                    Formerly Vice President and Assistant General
Vice  President  and Associate Counsel at INVESCO Funds Group, Inc. (September
Counsel                        1991 - December 2003)

---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Cameron Ullyat,                None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Angela Utaro,                  None
Assistant Vice President:
Rochester Division
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------

---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Mark S. Vandehey,              Vice President of OppenheimerFunds Distributor,
Vice President                 Inc., Centennial Asset Management Corporation
                               and Shareholder Services, Inc.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Maureen Van Norstrand,         None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Vincent Vermette,              Assistant Vice President of OppenheimerFunds
Assistant Vice President       Distributor, Inc.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Phillip F. Vottiero,           None
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

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

Barry D. Weiss,                Vice President of HarbourView Asset Management
Vice President                 Corporation

---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Melissa Lynn Weiss,            Formerly an Associate at Hoguet Newman & Regal,
Vice President                 LLP (January 1998-May 2002).
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Christine Wells,               None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Joseph J. Welsh,               Vice President of HarbourView Asset Management
Vice President                 Corporation.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Diederick Wermolder,           Director of OppenheimerFunds International Ltd.;
Vice President                 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.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
William L. Wilby,              Formerly Senior Vice President of HarbourView
Senior Vice President          Asset Management Corporation (May 1999-July
                               2002).
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------

Kenneth Winston,               None
Senior Vice President

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

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. and OppenheimerFunds Legacy
                               Program; Treasurer and Chief Financial Officer
                               of OFI Trust Company; Assistant Treasurer of
                               Oppenheimer Acquisition Corp.

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

Carol Wolf,                    Senior Vice President of HarbourView Asset
Senior Vice President          Management Corporation; serves on the Board of
                               the Colorado Ballet.

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

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

---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Caleb C. Wong,                 None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Edward C. Yoensky,             None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Jill Zachman,                  None
Vice   President:    Rochester
Division
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Lucy Zachman,                  None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------

---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Neal A. Zamore,                None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Mark D. Zavanelli,             None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Alex Zhou,                     None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Arthur J. Zimmer,              Senior Vice President (since April 1999) of
Senior Vice President          HarbourView Asset Management Corporation.
---------------------------------------------------------------------------------

The Oppenheimer Funds include the following:


The Oppenheimer Funds include the following:


Centennial America Fund, L.P.
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 (Rochester Portfolio Series)
Oppenheimer AMT-Free Municipals
Oppenheimer AMT-Free New York Municipals
Oppenheimer Bond Fund (a series of Oppenheimer Integrity Funds)
Oppenheimer California Municipal Fund
Oppenheimer Capital Appreciation Fund
Oppenheimer Capital Income Fund
Oppenheimer Capital Preservation Fund
Oppenheimer Cash Reserves
Oppenheimer Champion Income Fund
Oppenheimer Convertible Securities Fund (Bond Fund Series)
Oppenheimer Developing Markets Fund
Oppenheimer Discovery 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 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 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 Cap Value Fund
Oppenheimer Multiple Strategies Fund
Oppenheimer Multi-Sector Income Trust
Oppenheimer Multi-State Municipal Trust (3 series):

     Oppenheimer New Jersey Municipal Fund
     Oppenheimer Pennsylvania Municipal Fund
     Oppenheimer Rochester National Municipals

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 Quest Capital Value Fund, Inc.
Oppenheimer Quest For Value Funds (3 series)
     Oppenheimer Quest Balanced Value Fund
     Oppenheimer Quest Opportunity Value Fund
     Oppenheimer Small Cap Value Fund

Oppenheimer Quest International Value Fund, Inc.
Oppenheimer Quest Value Fund, Inc.
Oppenheimer Real Asset Fund
Oppenheimer Real Estate 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 Core Diversified Hedge Fund
Oppenheimer Tremont Market Neutral Fund LLC
Oppenheimer Tremont Market Neutral Hedge Fund
Oppenheimer Tremont Opportunity Fund LLC
Oppenheimer U.S. Government Trust
Oppenheimer Variable Account Funds (11 series):

     Oppenheimer Aggressive Growth Fund/VA
     Oppenheimer Bond Fund/VA
     Oppenheimer Capital Appreciation 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 Multiple Strategies Fund/VA
     Oppenheimer Strategic Bond Fund/VA
     Oppenheimer Value Fund/VA
Panorama Series Fund, Inc. (4 series):
     Growth Portfolio
     Government Securities 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 31.  Location of Accounts and Records.

All accounts, books and other documents, required to be maintained by the
Registrant under Section 31(a) of the Investment Company Act of 1940 and the
Rule thereunder are maintained by OppenheimerFunds, Inc. at its offices at
6803 South Tucson Way, Centennial, Colorado 80112.

Item 32.  Management Services.

The Registrant is not a party to any management-related service contract not
discussed in Part A of this Registration Statement.

Item 33.  Undertakings.

1.  The Registrant undertakes to suspend the offering of the shares covered
hereby until it amends its prospectus if (1) subsequent to the effective date
of this Registration Statement, its net asset value per share declines more
than 10 percent from its net asset value per share as of the effective date
of this Registration Statement, or (2) its net asset value increases to an
amount greater than its net proceeds as stated in the prospectus.

2.  Inapplicable

3.  Inapplicable

4.  Inapplicable

5.  Inapplicable






                                  SIGNATURES


Pursuant to the requirements of the Securities Act of 1933 and/or the
Investment Company Act of 1940, the Registrant has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of New York and State of New York on
the 27th day of February, 2004.


                                          Oppenheimer    Multi-Sector   Income
Trust

                                          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/ Clayton K. Yeutter*      Chairman of the

---------------------------  Board of Trustees           February 27, 2004
Clayton K.Yeutter

/s/ Donald W. Spiro*         Vice Chairman of the        February 27, 2004
-------------------------    Board and Trustee
Donald W. Spiro


/s/ John V. Murphy*          President, Principal

--------------------------   Executive Officer           February 27, 2004
John V. Murphy               & Trustee

/s/ Brian W. Wixted*         Treasurer, Principal        February 27, 2004
-------------------------    Financial and
Brian W. Wixted              Accounting Officer

/s/ Robert G. Galli*         Trustee                     February 27, 2004

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


/s/ Phillip A. Griffiths*    Trustee                     February 27, 2004

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


/s/ Joel W. Motley*          Trustee                     February 27, 2004

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


/s/ Kenneth A. Randall*      Trustee                     February 27, 2004

----------------------------
Kenneth A. Randall


/s/ Edward V. Regan*         Trustee                     February 27, 2004

-------------------------
Edward V. Regan

/s/ Russell S. Reynolds, Jr.*                            Trustee  February

27, 2004

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


*By: /s/ Robert G. Zack
-----------------------------------------
Robert G. Zack, Attorney-in-Fact









                     OPPENHEIMER MULTI-SECTOR INCOME TRUST
                           Registration No. 811-5473


                               Index to Exhibits



Exhibit No.       Description
-----------       -----------


24(1)             Financial  Statements and Independent  Auditors'  Report and
Consent































680N2-04.doc