Rochester Portfolio Series

485BPOS 1 body.htm BODY Rochester Portfolio Series


                                                                                          Registration No. 33-41511
                                                                                                  File No. 811-6332
                                        SECURITIES AND EXCHANGE COMMISSION
                                               WASHINGTON, DC 20549

                                                     FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933                                                        [X]

Pre-Effective Amendment No. _____                                                                             [   ]


Post-Effective Amendment No.   16                                                                               [X]
                             --------

                                                      and/or

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


Amendment No.    16                                                                                             [X]
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                                            ROCHESTER PORTFOLIO SERIES
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                                (Exact Name of Registrant as Specified in Charter)

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                                      6803 S. Tucson Way, Englewood, CO 80112
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                                (Address of Principal Executive Offices) (Zip Code)

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                                                  1-303-768-3200
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                               (Registrant's Telephone Number, including Area Code)

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                                               Robert G. Zack, Esq.

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                                              OppenheimerFunds, Inc.

                                      498 Seventh Avenue, New York, NY 10018

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                                      (Name and Address of Agent for Service)

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


[   ]    Immediately upon filing pursuant to paragraph (b)
[X ]     On April 30, 2002 pursuant to paragraph (b)
            --------------
[   ]    60 days after filing pursuant to paragraph (a)(1)
[   ]    On _______________pursuant to paragraph (a)(1)
[   ]    75 days after filing pursuant to paragraph (a)(2)
[   ]    On _______________ pursuant to paragraph (a)(2) of Rule 485


If appropriate, check the following box:

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

Limited Term New York Municipal Fund

Prospectus dated April 30, 2002

As with all mutual funds, the Securities and Exchange Commission has not approved or disapproved the Fund's
securities nor has it determined that this Prospectus is accurate or complete. It is a criminal offense to
represent otherwise.

Rochester Funds [logo]

Limited Term New York Municipal Fund is a mutual fund. Its goal is to provide a high level of income exempt from
federal income tax and New York State and New York City personal income taxes by investing primarily in a
portfolio of investment-grade municipal securities having an average effective maturity of five years or less.

This Prospectus contains important information about the Fund's objective, its investment policies,
strategies and risks. It also contains important information about how to buy and sell shares of the Fund and
other account features. Please read this Prospectus carefully before you invest and keep it for future reference
about your account.

[logo] OppenheimerFunds, Inc.
The Right Way to Invest

6
Contents

About the Fund

The Fund's Investment Objective and Strategies

Main Risks of Investing in the Fund

The Fund's Past Performance

Fees and Expenses of the Fund

About the Fund's Investments

How the Fund is Managed

About Your Account

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

Special Investor Services
AccountLink
PhoneLink

OppenheimerFunds Internet Website

How to Sell Shares
By Wire
By Mail
By Telephone
By Checkwriting

How to Exchange Shares

Shareholder Account Rules and Policies

Dividends and Tax Information

Financial Highlights

ABOUT THE FUND

The Fund's Investment Objective and Strategies

WHAT IS THE FUND'S INVESTMENT OBJECTIVE? The Fund seeks as high a level of income exempt from federal income tax
and New York State and New York City personal income taxes as is consistent with its investment policies and
prudent investment management.

WHAT DOES THE FUND MAINLY INVEST IN? The Fund invests primarily in a portfolio of investment-grade municipal debt
obligations, and seeks a dollar-weighted average effective portfolio maturity of five years or less. Under normal
market conditions, as a fundamental policy, the Fund invests at least 95% of its net assets in securities issued
by:

What is a Municipal Debt Security? A municipal debt security is essentially a loan by the
buyer to the issuer of the security. The issuer promises to pay back the principal amount of
the loan and normally pays interest exempt from federal personal income taxes.

o the State of New York and its political subdivisions (towns and counties, for example),
o agencies, instrumentalities (which are state-chartered corporations) and public authorities of the State
of New York, and
o territories, commonwealths and possessions of the United States (for example, Puerto Rico, Guam and the
Virgin Islands) that pay interest that is exempt (in the opinion of the legal counsel to the issuer
of the security) from federal income tax, and New York State and New York City personal income
taxes.

These are referred to as "New York municipal securities" in this Prospectus. Even though the Fund seeks
to limit the dollar-weighted average effective maturity of its portfolio to five years or less, it can buy
securities having maturities of more than five years. The Fund can buy municipal bonds (which are obligations
having a maturity of more than one year when issued), municipal notes (short-term obligations), and interests in
municipal leases. A substantial percentage of the municipal securities the Fund buys may be "callable," allowing
the issuer of the securities to redeem them before their maturity date.

Under normal market conditions, at least 95% of the Fund's assets that are invested in New York
municipal securities will be invested in investment-grade New York municipal securities. "Investment-grade" bonds
are either rated securities in the four highest rating categories of a nationally-recognized rating organization,
such as Moody's Investors Service ("Moody's"), Standard & Poor's Ratings Services, a division of The McGraw-Hill
Companies, Inc. ("Standard and Poor's"), Fitch, Inc. ("Fitch"), or unrated securities that the Fund's investment
Manager, OppenheimerFunds, Inc., believes to be comparable to investment-grade rated securities. The Fund's
criteria for credit quality are further explained below.

The Fund can invest substantial amounts of its assets in industrial revenue bonds that pay interest that
is tax-exempt but which may be a "tax-preference item" for investors subject to alternative minimum taxation. To
the extent that the Fund invests in securities that may pay interest subject to alternative minimum taxation,
those securities will counted towards the Fund's policy regarding minimum investments in New York municipal
securities as described above. The Fund does not invest more than 5% of its total asset in industrial revenue
bonds for an industrial user with less than three years' operating history if that user is responsible for
interest and principal payments. The Fund also can use certain derivative investments to a limited extent to try
to increase income. These investments are more fully explained in "About the Fund's Investments," below.

HOW DO THE PORTFOLIO MANAGERS DECIDE WHAT SECURITIES TO BUY OR SELL? In selecting securities for the Fund, the
Fund's portfolio managers examine a variety of factors, which may change over time and may vary in particular
cases. Currently, the portfolio managers focus on:
o Investment-grade securities that offer high income, particularly callable bonds,
o Securities of a variety of different issuers, for portfolio diversification to help reduce risk of
volatility, including unrated bonds and securities of smaller issuers that might be overlooked by
other investors and funds,
o Coupon interest or accretion rates, current market interest rates, callability and call prices that
might change the effective maturity of particular securities and the overall portfolio, and
o Securities with maturities of one to twenty years, so that portions of the portfolio will mature at
different times to reduce share price volatility.

WHO IS THE FUND DESIGNED FOR? The Fund is designed for investors who are seeking income exempt from federal
income tax and New York State and New York City personal income taxes by investing in a fund emphasizing
investment-grade securities and an intermediate effective average maturity intended to reduce overall portfolio
volatility. As a result of these strategies, the Fund's yields may be lower than longer-term municipal bond funds
or municipal bond funds that can invest more of their assets in lower-grade investments. The Fund does not seek
capital gains or growth. Because it invests in tax-exempt securities, the Fund is not appropriate for retirement
plan accounts or for investors whose primary goal is capital growth. The Fund is not a complete investment
program.

Main Risks of Investing in the Fund

All investments have risks to some degree. The Fund's investments are subject to changes in their value from a
number of factors, described below. There also is the risk that poor security selection by the Manager will
cause the Fund to underperform other funds having a similar objective. The share prices of the Fund will change
daily based on changes in market prices of securities and market conditions, and in response to other economic
events.

CREDIT RISK. Municipal securities are subject to credit risk. Credit risk is the risk that the issuer of a debt
security might not make interest and principal payments on the security as they become due. If an issuer fails
to pay interest, the Fund's income might be reduced, and if an issuer fails to repay principal, the value of that
security and of the Fund's shares might be reduced. A downgrade in an issuer's credit rating or other adverse
news about an issuer can reduce the value of that issuer's securities. While typically at least 95% of the Fund's
assets that are invested in New York municipal securities are investment-grade New York municipal securities, and
the Fund's credit risks are therefore less than those of funds that invest a greater percentage of their assets
in securities rated below investment grade, even investment-grade securities are subject to risks of default.

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

The Fund currently seeks to limit the average effective maturity of its overall portfolio to not more
than five years, to try to reduce the volatility that can occur when interest rates change. However, the Fund can
hold individual securities having an effective maturity of more than five years, and their prices may be more
volatile when interest rates change.

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

RiskS of Focusing Investments in New York Municipal Securities. Even though the Fund is "diversified" with
respect to 75% of its assets (which means that, as to 75% of its assets, it cannot invest more than 5% of its
total assets in the securities of any one issuer), the Fund invests primarily in New York municipal securities.
Therefore, the value of its portfolio is vulnerable to changes in economic, regulatory and political conditions
in New York that can affect the prices of these securities or the liquidity of the market for them, as well as
the Fund's share prices.

While the Fund's fundamental policies do not allow it to concentrate its investments (that is, to invest
25% or more of its assets in a single industry), municipal securities are not considered an "industry" under that
policy. At times the Fund can have a relatively high portion of its portfolio holdings in particular segments of
the municipal securities market, such as general obligation bonds or hospital bonds for example, and therefore
will be vulnerable to economic or legislative events that affect issuers in particular segments of the municipal
securities market.

On September 11, 2001, terrorist attacks destroyed the World Trade Center. Those attacks resulted in
substantial loss of life, damage to other buildings in the vicinity, disruption of public transportation and
business, and displacement of residents in the immediate vicinity of the World Trade Center. It is expected that
the destruction of the World Trade Center will have a substantial impact on the City and its economy. The
Statement of Additional Information contains further information concerning special investment considerations for
New York municipal securities, including the effect of the events of September 11, 2001 on New York City and New
York State.

Borrowing for Leverage. As a fundamental policy, the Fund can borrow from banks in amounts up to 10% of its total
assets for emergency purposes or to buy portfolio securities. This use of "leverage" will subject the Fund to
greater costs than funds that do not borrow for leverage, and may also make the Fund's share prices more
sensitive to interest rate changes.

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

The value of the Fund's investments will change over time due to a number of factors. They include
changes in general bond market or interest rate movements, or the change in value of particular securities
because of an event affecting the issuer.

Because the Fund focuses its investments in New York municipal securities, it will be vulnerable to the
effects of economic, regulatory and political events that affect New York State and it municipalities. Those
changes can affect the value of the Fund's investments and its prices per share. The Fund is more conservative
than some other types of municipal bond funds because of its policies of diversification, its focus on
investment-grade securities and its goal of limiting its effective average portfolio maturity. However, the Fund
has more credit risks than funds that invest only in insured municipal bonds, U.S. government securities or the
highest-rated municipal securities.

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

The Fund's Past Performance

The bar chart and table below show one measure of the risks of investing in the Fund, by showing changes in the
Fund's performance (for its Class A shares) from year to year for the last 10 calendar years and by showing how
the average annual total returns of the Fund's shares, both before and after taxes, compare to those of two
-
broad-based market indices and the Consumer Price Index. The after-tax returns are shown for Class A shares only
and are calculated using the historical highest individual federal marginal income tax rates in effect during the
periods shown, and do not reflect the impact of state or local taxes. The after-tax returns for the other
classes of shares will vary. The after-tax returns are calculated based on certain assumptions mandated by
regulation and your actual after-tax returns may differ from those shown, depending on your individual tax
situation. The Fund's past investment performance, before and after taxes, is not necessarily an indication of
how the Fund will perform in the future.

In certain cases, the figure representing "Return After Taxes on Distributions and Sale of Fund Shares"
may be higher than the other return figures for the same period. A higher after-tax return results when a capital
loss occurs upon redemption and translates into an assumed tax deduction that benefits the shareholder.

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

[See appendix to prospectus for data in bar chart showing annual total returns]

For the period from 1/1/02 through 3/31/02, the cumulative return (not annualized) for Class A shares was 0.74%.
Sales charges are not included in the calculations of return in this bar chart, and if those charges were
included, the returns would be less than those shown. During the period shown in the bar chart, the highest
return (not annualized) for a calendar quarter was 3.34% (1Q`95) and the lowest return (not annualized) for a
calendar quarter was -2.31% (1Q'94).

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

5 Years

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

Average Annual Total Returns for the (or life of class, if 10 Years
periods ended December 31, 2001 1 Year less) (if applicable)

Class A Shares (inception 9/18/91)
Return Before Taxes
Return After Taxes on Distributions 1.18% 4.28% 5.49%
Return After Taxes on Distributions 1.18% 4.28% 5.49%
and Sale of Fund Shares 2.56% 4.40% 5.46%

Lehman Brothers Municipal Bond 5.13% 5.98% 6.63%1
Index (reflects no deduction for fees,
expenses or taxes)

Merrill Lynch Municipal Index
(3-7 Years) (reflects no deduction for 5.97% 5.43% 5.57%1
fees, expenses or taxes)

Consumer Price Index 1.55% 2.18% 2.51%1

Class B Shares (inception 5/01/97) 0.06% 4.08% N/A

Class C Shares (inception 5/01/97) 3.06% 4.21% N/A

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

1........From 12/31/91.

The Fund's average annual total returns include the applicable sales charge: for Class A, the current maximum
initial sales charge of 3.50%; for Class B, the contingent deferred sales charges of 4% (1-year) and 1% (life of
class); and for Class C, the 1% contingent deferred sales charge for the 1-year period. The Fund's returns
measure the performance of a hypothetical account and assume that all dividends and capital gains distributions
have been reinvested in additional shares. The performance of the Fund's Class A shares is compared to the Lehman
Brothers Municipal Bond Index, an unmanaged index of a broad range of investment-grade municipal bonds. The
Fund's performance also is compared to that of the Merrill Lynch Municipal Index (3-7 Years), which consists of
municipal bonds having remaining maturities of between 3 and 7 years, and the Consumer Price Index, a
non-securities index that measures changes in the inflation rate. Performance of the securities indices does not
consider the effects of transaction costs and includes municipal securities from many states while the Fund
invests primarily in New York municipal securities.

Fees and Expenses of the Fund

The following tables are provided to help you understand the fees and expenses you may pay if you buy and hold
shares of the Fund. The Fund pays a variety of expenses directly for management of its assets, administration,
distribution of its shares and other services. Those expenses are subtracted from the Fund's assets to calculate
the Fund's net asset values per share. All shareholders therefore pay those expenses indirectly. Shareholders pay
other expenses directly, such as sales charges and account transaction charges. The numbers below are based on
the Fund's expenses during its fiscal year ended December 31, 2001.

Shareholder Fees (charges paid directly from your investment):

-------------------------------------- ------------------ ----------------- -------------------
Class A Shares Class B Shares Class C Shares
-------------------------------------- ------------------ ----------------- -------------------
-------------------------------------- ------------------ ----------------- -------------------
Maximum Sales Charge (Load) on 3.50% None None
purchases
(as % of offering price)
-------------------------------------- ------------------ ----------------- -------------------
-------------------------------------- ------------------ ----------------- -------------------
Maximum Deferred Sales Charge (Load) None1 4%2 1%3
(as % of the lower of the original
offering price or redemption
proceeds)
-------------------------------------- ------------------ ----------------- -------------------
1. A contingent deferred sales charge may apply to redemptions of investments of $1 million or more of
Class A shares. See "How to Buy Shares" for details.
2. Applies to redemptions in first year after purchase. The contingent deferred sales charge declines to 1%
in the fifth year and is eliminated after that.
3. Applies to shares redeemed within 12 months of purchase.

Annual Fund Operating Expenses (deducted from Fund assets):
(% of average daily net assets)
------------------------------------------- --------------------- -------------------- ---------------------
Class A Shares Class B Shares Class C Shares
------------------------------------------- --------------------- -------------------- ---------------------
------------------------------------------- --------------------- -------------------- ---------------------

Management Fees 0.41% 0.41% 0.41%

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

Other Expenses 0.13% 0.13% 0.12%

Total Annual Operating Expenses 0.78% 1.54% 1.53%

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

Expenses may vary in future years. "Other Expenses" include transfer agent fees, custodial expenses, and
accounting and legal expenses the Fund pays. The Total Annual Operating Expenses in the chart do not reflect
interest expense related to the Fund's borrowing activity or the reduction to custodial expenses realted
to account balances maintained by the Fund at its custodian bank, which in aggregate resulted in lower
total annual operating expenses for each class for the fiscal year ended December 31, 2001. The Total
Annual Operating expenses after considering the effect of interest expense and the reduction to custodian
expenses was .74% for Class A shares, 1.50% for Class B shares and 1.49% for Class C shares for the
fiscal year ended December 31, 2001. During the period shown, the Fund's interest expense was
substantially offset by the incremental interest income generated on bonds purchased with borrowed funds.

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

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

---------------------------------- --------------------- -------------------- ------------------- -------------------
If shares are redeemed: 1 Year 3 Years 5 Years 10 Years1
---------------------------------- --------------------- -------------------- ------------------- -------------------
---------------------------------- --------------------- -------------------- ------------------- -------------------

Class A Shares $427 $590 $768 $1,282

Class B Shares $557 $686 $939 $1,441

Class C Shares $256 $483 $834 $1,824

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

---------------------------------- --------------------- -------------------- ------------------- -------------------
If shares are not redeemed: 1 Year 3 Years 5 Years 10 Years1
---------------------------------- --------------------- -------------------- ------------------- -------------------
---------------------------------- --------------------- -------------------- ------------------- -------------------

Class A Shares $427 $590 $768 $1,282

Class B Shares $157 $486 $839 $1,441

Class C Shares $156 $483 $834 $1,824

---------------------------------- --------------------- -------------------- ------------------- -------------------
In the first example, expenses include the initial sales charge for Class A and the applicable Class B or Class C
contingent deferred sales charges. In the second example, the Class A expenses include the sales charge, but
Class B and Class C expenses do not include contingent deferred sales charges.

1. Class B expenses for years 7 through 10 are based on Class A expenses, because Class B shares
automatically convert to Class A after six years.

About the Fund's Investments

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

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

Municipal Securities. The Fund buys municipal bonds and notes, interests in municipal leases and other debt
obligations. Generally, these are debt obligations issued by the State of New York and its political
subdivisions (such as cities, towns and counties). To seek a higher yield, the Fund also can invest in
municipal securities other than New York municipal securities. Although any interest from those
securities generally would be exempt from federal taxation, any such interest may be subject to New York
State and New York City personal income tax. However, the Fund does not expect to invest a significant
portion of its assets in securities that are not New York municipal securities.

Municipal securities are issued to raise money for a variety of public or private purposes, including financing
state or local governments, specific projects or public facilities. The Fund can invest in municipal
securities that are "general obligations," which are secured by the issuer's pledge of its full faith,
credit and taxing power for the payment of principal and interest. Some debt securities, such as
zero-coupon securities, do not pay current interest. Other securities may be subject to calls by the
issuer (to redeem the debt) or to prepayment prior to their stated maturity.

The Fund also can buy "revenue obligations," whose interest is payable only from the revenues derived
from a particular facility or class of facilities, or a specific excise tax or other revenue source.
Some of these revenue obligations are private activity bonds that pay interest that may be a tax
preference for investors subject to alternative minimum taxation.

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

If the government stops making payments or transfers its payment obligations to a private entity, the
obligation could lose value or become taxable. Some of these obligations may not have an active trading
market, which means that the Fund might have difficulty selling its investment at an acceptable price
when it wants to. The Fund cannot invest more than 5% of its net assets in unrated or illiquid municipal
leases.

Ratings of Municipal Securities the Fund Buys. The Fund primarily buys municipal securities that are "investment
grade" at the time of purchase. The Fund considers the following securities to be "investment grade"
under its credit quality guidelines:

o municipal bonds, tax-exempt commercial paper and short-term tax-exempt notes rated investment grade by a
nationally-recognized rating organization,

o New York municipal securities issued by an entity that has other obligations outstanding that meet one
of the rating criteria listed above,
o New York municipal securities backed by a letter of credit or guarantee by a bank or other institution
that has outstanding securities that meet one of the credit criteria listed above,
o unrated New York municipal securities that the Manager believes are comparable to investment-grade rated
securities, and
o obligations backed by the full faith and credit of the U.S. government.

Lower-rated securities may have speculative characteristics. The Fund will not buy securities with a
rating, at the time of investment, below "Ba" by Moody's or "BB" by Standard & Poor's or Fitch (or unrated
securities that the Manager has determined are comparable to rated securities in those categories). Appendix A to
the Statement of Additional Information contains a list of the ratings definitions of the principal rating
organizations.

Many factors affect an issuer's ability to make timely payments, and the credit risks of a particular
security may change over time. A reduction in the rating of a security after its purchase by the Fund will not
automatically require the Fund to dispose of that security. However, the Manager will evaluate those securities
to determine whether to keep them in the Fund's portfolio.

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

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

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

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

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

Floating Rate/Variable Rate Obligations. Some municipal securities the Fund can purchase have variable or
floating interest rates. Variable rates are adjustable at stated periodic intervals. Floating rates are
automatically adjusted according to a specified market rate for those investments, such as a percentage
of the prime rate of a bank, or the 91-day U.S. Treasury Bill rate. These obligations may be secured by
bank letters of credit or other credit support arrangements and can include "participation interests"
purchased from banks that give the Fund an undivided interest in a municipal obligation in proportion to
its investment.

o Inverse Floaters Have Special Risks. Variable rate bonds known as "inverse floaters" pay interest at
rates that vary as the yields generally available on short-term tax-exempt bonds change. However, the
yields on inverse floaters move in the opposite direction of yields on short-term bonds in response to
market changes. As interest rates rise, inverse floaters produce less current income, and their market
value can become volatile. Inverse floaters are a type of "derivative security." Some have a "cap," so
that if interest rates rise above the "cap," the security pays additional interest income. If rates do
not rise above the "cap," the Fund will have paid an additional amount for a feature that proves
worthless. The Fund will not invest more than 5% of its total assets in inverse floaters.

"When-Issued" and "Delayed-Delivery" Transactions. The Fund can purchase municipal securities on a "when-issued"
basis and may purchase or sell such securities on a "delayed-delivery" basis. These terms refer to
securities that have been created and for which a market exists, but which are not available for
immediate delivery. The Fund does not intend to enter into these transactions for speculative purposes.
During the period between the purchase and settlement, no payment is made for the security and no
interest accrues to the Fund from the investment until the Fund receives the security on settlement of
the trade. There is a risk of loss to the Fund if the value of the security declines prior to the
settlement date. The Fund limits these investments to not more than 10% of its net assets.

Illiquid and Restricted Securities. Investments may be illiquid because they do not have an active trading
market, making it difficult to value them or dispose of them promptly at an acceptable price. A
restricted security may have a contractual restriction on its resale or cannot be sold publicly until it
is registered under the Securities Act of 1933. The Fund will not invest more than 15% of its net assets
in illiquid and restricted securities. The Manager monitors holdings of illiquid securities on an
ongoing basis to determine whether to sell any holdings to maintain adequate liquidity.

Derivative Investments. The Fund can use derivatives to seek increased income or to try to hedge investment
risks. The Fund generally does not use hedging instruments, such as options, to try to hedge investment
risks. In general terms, a derivative investment is an investment contract whose value depends on (or is
derived from) the value of an underlying asset, interest rate or index. "Inverse floaters" and "variable
rate obligations" are examples of derivatives that the Fund can use.

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

Zero-Coupon Securities. The Fund can invest without limit in zero-coupon securities. These debt obligations do
not pay interest prior to their maturity date or else they do not start to pay interest at a stated
coupon rate until a future date. They are issued and traded at a discount from their face amount. The
discount varies as the securities approach their maturity date (or the date interest payments are
scheduled to begin). When interest rates change, zero-coupon securities are subject to greater
fluctuations in their value than securities that pay current interest. The Fund accrues the discount on
zero-coupon bonds as tax-free income on a current basis. The Fund may have to pay out the imputed income
on zero-coupon securities without receiving actual cash payments currently.

Temporary Defensive and Interim Investments. The Fund can invest up to 20% of its total assets in temporary
defensive investments from time to time. This may happen when the Manager believes that unstable adverse
market or economic conditions might erode the value of the Fund's portfolio. Generally, these
investments would be short-term municipal securities but could be taxable short-term debt securities.
The Fund might also hold these types of securities pending the investment of proceeds from the sale of
portfolio securities or to meet anticipated redemptions of Fund shares. The income from some of those
temporary defensive or interim investments may not be tax-exempt, and therefore when making those
investments the Fund might not achieve its objective.

How the Fund Is Managed

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

The Manager has been an investment advisor since January 1960. The Manager and its subsidiaries and
affiliates manage more than $130 billion in assets as of March 31, 2002, including other Oppenheimer funds with
more than 6.3 million shareholder accounts. The Manager is located at 498 Seventh Avenue, New York, New York
10018.

Portfolio Managers. The Fund is managed by Ronald H. Fielding, Anthony Tanner and Daniel G. Loughran. They are
the persons principally responsible for the day-to-day management of the Fund's portfolio. Messrs.
Fielding and Tanner are Vice Presidents of the Fund. Mr. Fielding is a Senior Vice President of the
Manager (since January 1996) and Messrs. Tanner and Loughran are Vice Presidents of the Manager (since
January 1996 and November 1998, respectively).

Mr. Fielding has been Chairman of the Manager's Rochester Division since January 4, 1996, when the
Manager acquired Rochester Capital Advisors, the Fund's prior investment advisor. He had been President
of Rochester Capital Advisors until 1996. Mr. Fielding has been a portfolio manager of the Fund since
its inception in 1991. Mr. Tanner was Vice President of Research of Rochester Capital Advisors from 1994
to 1996 and has assisted Mr. Fielding in managing the Fund's portfolio since 1994. Prior to January
2002, Mr. Loughran was an associate portfolio manager of the Fund (January 2000 - December 2001). He was
a senior research analyst of the Fund's Manager from 1994 - 1999. Messrs. Fielding, Tanner and Loughran
serve in similar capacities for other Oppenheimer funds.

Advisory Fees. Under the Investment Advisory Agreement, the Fund pays the Manager an advisory fee at an annual
rate, which declines on additional assets as the Fund grows: 0.50% of the first $100 million of average
daily net assets, 0.45% of the next $150 million, 0.40% of the next $1.75 billion, and 0.39% of average
daily net assets in excess of $2 billion. The Fund's management fee for its last fiscal year ended
December 31, 2001, was 0.41% of average annual net assets for each class of shares.

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

How to Buy Shares

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

Buying Shares Through Your Dealer. You can buy shares through any dealer, broker or financial institution that
has a sales agreement with the Distributor. Your dealer will place your order with the Distributor on
your behalf.
Buying Shares Through the Distributor. Complete an OppenheimerFunds New Account Application and return it with a
check payable to "OppenheimerFunds Distributor, Inc." Mail it to P.O. Box 5270, Denver, Colorado 80217.
If you don't list a dealer on the application, the Distributor will act as your agent in buying the
shares. However, we recommend that you discuss your investment with a financial advisor before you make
a purchase to be sure that the Fund is appropriate for you.
Paying by Federal Funds Wire. Shares purchased through the Distributor may be paid for by Federal Funds
wire. The minimum investment is $2,500. Before sending a wire, call the Distributor's Wire Department at
1.800.525.7048 to notify the Distributor of the wire and to receive further instructions.
Buying Shares Through OppenheimerFunds AccountLink. With AccountLink, you pay for shares by electronic funds
transfers from your bank account. Shares are purchased for your account by a transfer of money from your
bank account through the Automated Clearing House (ACH) system. You can provide those instructions
automatically, under an Asset Builder Plan, described below, or by telephone instructions using
OppenheimerFunds PhoneLink, also described below. Please refer to "AccountLink," below for more details.
Buying Shares Through Asset Builder Plans. You may purchase shares of the Fund (and up to four other
Oppenheimer funds) automatically each month from your account at a bank or other financial institution
under an Asset Builder Plan with AccountLink. Details are in the Asset Builder Application and the
Statement of Additional Information.

How Much Must You Invest? You can buy Fund shares with a minimum initial investment of $1,000. You can make
additional investments at any time with as little as $25. There are reduced minimum investments under special
investment plans.
o With Asset Builder Plans, Automatic Exchange Plans and military allotment plans, you can make initial
and subsequent investments for as little as $25. You can make additional purchases of at least $25
through AccountLink.
The minimum investment requirement does not apply to reinvesting dividends from the Fund or other
Oppenheimer funds (a list of them appears in the Statement of Additional Information, or you can ask
your dealer or call the Transfer Agent), or reinvesting distributions from unit investment trusts that
have made arrangements with the Distributor.

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

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

The net asset value per share is determined by dividing the value of the Fund's net assets attributable
to a class by the number of shares of that class that are outstanding. To determine net asset value, the
Fund's Board of Trustees has established procedures to value the Fund's securities, in general, based on
market value. The Board has adopted special procedures for valuing illiquid and restricted securities
and obligations for which market values cannot be readily obtained.

If, after the close of the principal market on which a security held by the Fund is traded, and before
the time the Fund's securities are priced that day, an event occurs that the Manager deems likely to
cause a material change in the value of such security, the Fund's Board of Trustees has authorized the
Manager, subject to the Board's review, to ascertain a fair value for such security.

The Offering Price. To receive the offering price for a particular day, in most cases the Distributor or its
designated agent must receive your order by the time of day The New York Stock Exchange closes that day.
If your order is received on a day when the Exchange is closed or after it has closed, the order will
receive the next offering price that is determined after your order is received.
Buying Through a Dealer. If you buy shares through a dealer, your dealer must receive the order by the close of
The New York Stock Exchange and transmit it to the Distributor so that it is received before the
Distributor's close of business on a regular business day (normally 5:00 P.M.) to receive that day's
offering price. Otherwise, the order will receive the next offering price that is determined.

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WHAT CLASSES OF SHARES DOES THE FUND OFFER? The Fund offers investors three different classes of shares.1 The
different classes of shares represent investments in the same portfolio of securities, but the classes are
subject to different expenses and will likely have different share prices. When you buy shares, be sure to
specify the class of shares. If you do not choose a class, your investment will be made in Class A shares.
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Class A Shares. If you buy Class A shares, you pay an initial sales charge (on investments up to $1 million). The
amount of that sales charge will vary depending on the amount you invest. The sales charge rates are
listed in "How Can You Buy Class A Shares?" below.

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Class B Shares. If you buy Class B shares, you pay no sales charge at the time of purchase, but you will pay an
annual asset-based sales charge. If you sell your shares within five years of buying them, you will
normally pay a contingent deferred sales charge. That contingent deferred sales charge varies depending
on how long you own your shares, as described in "How Can You Buy Class B Shares?" below.

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Class C Shares. If you buy Class C shares, you pay no sales charge at the time of purchase, but you will pay an
annual asset-based sales charge. If you sell your shares within 12 months of buying them, you will
normally pay a contingent deferred sales charge of 1.0%, as described in "How Can You Buy Class C
Shares?" below.

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

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

How Long Do You Expect to Hold Your Investment? While future financial needs cannot be predicted with certainty,
knowing how long you expect to hold your investment will assist you in selecting the appropriate class
of shares. Because of the effect of class-based expenses, your choice will also depend on how much you
plan to invest. For example, the reduced sales charges available for larger purchases of Class A shares
may, over time, offset the effect of paying an initial sales charge on your investment, compared to the
effect over time of higher class-based expenses on shares of Class B or Class C.
o Investing for the Shorter Term. While the Fund is meant to be a long-term investment, if you have a
relatively short-term investment horizon (that is, you plan to hold your shares for not more than six
years), you should probably consider purchasing Class A or Class C shares rather than Class B shares.
That is because of the effect of the Class B contingent deferred sales charge if you redeem within five
years, as well as the effect of the Class B asset-based sales charge on the investment return for that
class in the short-term. Class C shares might be the appropriate choice (especially for investments of
less than $100,000), because there is no initial sales charge on Class C shares, and the contingent
deferred sales charge does not apply to amounts you sell after holding them one year.

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

And for investors who invest $1 million or more, in most cases Class A shares will be the most
advantageous choice, no matter how long you intend to hold your shares. For that reason, the Distributor
normally will not accept purchase orders of $500,000 or more of Class B shares or $1 million or more of
Class C shares from a single investor.

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

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

Additionally, the dividends payable to Class B and Class C shareholders will be reduced by the
additional expenses borne by those classes that are not borne by Class A shares, such as the Class B and
Class C asset-based sales charge described below and in the Statement of Additional Information. Share
certificates are not available for Class B or Class C shares, and if you are considering using your
shares as collateral for a loan, that may be a factor to consider. Also, checkwriting is not available
on accounts subject to a contingent deferred sales charge.

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

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

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

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

------------------------------------ ------------------------- ------------------------- -------------------------
Amount of Purchase Front-End Sales Front-End Sales Concession As
Charge As a Charge As a
Percentage of Percentage of Net Percentage of Offering
Offering Price Amount Invested Price
------------------------------------ ------------------------- ------------------------- -------------------------
------------------------------------ ------------------------- ------------------------- -------------------------
Less than $100,000 3.50% 3.63% 3.00%
------------------------------------ ------------------------- ------------------------- -------------------------
------------------------------------ ------------------------- ------------------------- -------------------------
$100,000 or more but less than 3.00% 3.09% 2.50%
$250,000
------------------------------------ ------------------------- ------------------------- -------------------------
------------------------------------ ------------------------- ------------------------- -------------------------
$250,000 or more but less than 2.50% 2.56% 2.00%
$500,000
------------------------------------ ------------------------- ------------------------- -------------------------
------------------------------------ ------------------------- ------------------------- -------------------------
$500,000 or more but less than $1 2.00% 2.04% 1.50%
million
------------------------------------ ------------------------- ------------------------- -------------------------

Can You Reduce Class A Sales Charges? You may be eligible to buy Class A shares at reduced sales charge rates
under the Fund's "Right of Accumulation" or a Letter of Intent, as described in "Reduced Sales Charges"
in the Statement of Additional Information.

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

If you redeem any of those shares within an 18 month "holding period" measured from the beginning of the
calendar month of their purchase, a contingent deferred sales charge (called the "Class A contingent
deferred sales charge") may be deducted from the redemption proceeds. That sales charge will be equal to
1.0% of the lesser of:

o the aggregate net asset value of the redeemed shares at the time of redemption (excluding shares
purchased by reinvestment of dividends or capital gain distributions) or
o the original net asset value of the redeemed shares.

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

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

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

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

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

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

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

DISTRIBUTION AND SERVICE (12b-1) PLANS.

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

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

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

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

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

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

Special Investor Services

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

You may purchase shares by telephone only after your account has been established. To purchase shares in
amounts up to $250,000 through a telephone representative, call the Distributor at 1.800.852.8457. The purchase
payment will be debited from your bank account.

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

PHONELINK. PhoneLink is the OppenheimerFunds automated telephone system that enables shareholders to perform a
number of account transactions automatically using a touch-tone phone. PhoneLink may be used on
already-established Fund accounts after you obtain a Personal Identification Number (PIN), by calling the special
PhoneLink number, 1.800.533.3310.
Purchasing Shares. You may purchase shares in amounts up to $100,000 by phone, by calling 1.800.533.3310. You
must have established AccountLink privileges to link your bank account with the Fund to pay for these
purchases.
Exchanging Shares. With the OppenheimerFunds Exchange Privilege, described below, you can exchange shares
automatically by phone from your Fund account to another OppenheimerFunds account you have already
established by calling the special PhoneLink number.
Selling Shares. You can redeem shares by telephone automatically by calling the PhoneLink number and the Fund
will send the proceeds directly to your AccountLink bank account. Please refer to "How to Sell Shares,"
below for details.

CAN YOU SUBMIT TRANSACTION REQUESTS BY FAX? You may send requests for certain types of account transactions to
the Transfer Agent by fax (telecopier). Please call 1.800.525.7048 for information about which transactions may
be handled this way. Transaction requests submitted by fax are subject to the same rules and restrictions as
written and telephone requests described in this Prospectus.

OPPENHEIMERFUNDS INTERNET WEBSITE. You can obtain information about the Fund, as well as your account balance, on
the OppenheimerFunds Internet website, at WWW.OPPENHEIMERFUNDS.COM. Additionally, shareholders listed in the
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account registration (and the dealer of record) may request certain account transactions through a special
section of that website. To perform account transactions or obtain account information online, you must first
obtain a user I.D. and password on that website. If you do not want to have Internet account transaction
capability for your account, please call the Transfer Agent at 1.800.525.7048. At times, the website may be
inaccessible or its transaction features may be unavailable.

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

REINVESTMENT PRIVILEGE If you redeem some or all of your Class A or Class B shares of the Fund, you have up to
six months to reinvest all or part of the redemption proceeds in Class A shares of the Fund or other Oppenheimer
funds without paying a sales charge. This privilege applies only to Class A shares that you purchased subject to
an initial sales charge and to Class A or Class B shares on which you paid a contingent deferred sales charge
when you redeemed them. This privilege does not apply to Class C shares. You must be sure to ask the Distributor
for this privilege when you send your payment.

How to Sell Shares

You can sell (redeem) some or all of your shares on any regular business day. Your shares will be sold at the
next net asset value calculated after your order is received in proper form (which means that it must comply with
the procedures described below) and is accepted by the Transfer Agent. The Fund lets you sell your shares by
writing a letter, by wire, by using the Fund's checkwriting privilege, or by telephone. You can also set up
Automatic Withdrawal Plans to redeem shares on a regular basis. If you have questions about any of these
procedures, and especially if you are redeeming shares in a special situation, such as due to the death of the
owner, please call the Transfer Agent first, at 1.800.525.7048, for assistance.

Certain Requests Require a Signature Guarantee. To protect you and the Fund from fraud, the following redemption
requests must be in writing and must include a signature guarantee (although there may be other
situations that also require a signature guarantee):
o You wish to redeem more than $100,000 and receive a check

o The redemption check is not payable to all shareholders listed on the account statement
o The redemption check is not sent to the address of record on your account statement
o Shares are being transferred to a Fund account with a different owner or name
o Shares are being redeemed by someone (such as an Executor) other than the owners.

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

Sending Redemption Proceeds by Wire. While the Fund normally sends your money by check, you can arrange to have
the proceeds of shares you sell sent by Federal Funds wire to a bank account you designate. It must be a
commercial bank that is a member of the Federal Reserve wire system. The minimum redemption you can have
sent by wire is $2,500. There is a $10 fee for each wire. To find out how to set up this feature on your
account or to arrange a wire, call the Transfer Agent at 1.800.852.8457.

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

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

HOW DO you SELL SHARES BY TELEPHONE? You and your dealer representative of record may also sell your shares by
telephone. To receive the redemption price calculated on a particular regular business day, your call must be
received by the Transfer Agent by the close of The New York Stock Exchange that day, which is normally 4:00 P.M.,
but may be earlier on some days. You may not redeem shares under a share certificate by telephone.
o To redeem shares through a service representative, call 1.800.852.8457
o To redeem shares automatically on PhoneLink, call 1.800.533.3310
Whichever method you use, you may have a check sent to the address on the account statement, or, if you
have linked your Fund account to your bank account on AccountLink, you may have the proceeds sent to that bank
account.

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

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

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

Checkwriting. To write checks against your Fund account, request that privilege on your account application, or
contact the Transfer Agent for signature cards. They must be signed (with a signature guarantee) by all owners of
the account and returned to the Transfer Agent so that checks can be sent to you to use. Shareholders with joint
accounts can elect in writing to have checks paid over the signature of one owner. If you previously signed a
signature card to establish checkwriting in another Oppenheimer fund, simply call 1.800.525.7048 to request
checkwriting for an account in this Fund with the same registration as the other account.

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

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

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

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

1. shares acquired by reinvestment of dividends and capital gains distributions,
2. shares held for the holding period that applies to the class, and
3. shares held the longest during the holding period.

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

How to Exchange Shares

Shares of the Fund may be exchanged for shares of certain Oppenheimer funds at net asset value per share at the
time of exchange, without sales charge. Shares of the Fund can be purchased by exchange of shares of other
Oppenheimer funds on the same basis. To exchange shares, you must meet several conditions:

o Shares of the fund selected for exchange must be available for sale in your state of residence.
o The prospectuses of both funds must offer the exchange privilege.
o You must hold the shares you buy when you establish your account for at least seven days before you can
exchange them. After the account is open seven days, you can exchange shares every regular business day.
o You must meet the minimum purchase requirements for the fund whose shares you purchase by exchange.
o Before exchanging into a fund, you must obtain and read its prospectus.

Shares of a particular class of the Fund may be exchanged only for shares of the same class in the other
Oppenheimer funds. For example, you can exchange Class A shares of this Fund only for Class A shares of another
fund. In some cases, sales charges may be imposed on exchange transactions. For tax purposes, exchanges of shares
involve a sale of the shares of the fund you own and a purchase of the shares of the other fund, which may result
in a capital gain or loss. Please refer to "How to Exchange Shares" in the Statement of Additional Information
for more details.

You can find a list of Oppenheimer funds currently available for exchanges in the Statement of
Additional Information or obtain one by calling a service representative at 1.800.525.7048. That list can change
from time to time.

HOW DO you SUBMIT EXCHANGE REQUESTS? Exchanges may be requested in writing or by telephone:

Written Exchange Requests. Submit an OppenheimerFunds Exchange Request form, signed by all owners of the account.
Send it to the Transfer Agent at the address on the back cover. Exchanges of shares held under
certificates cannot be processed unless the Transfer Agent receives the certificates with the request.
Telephone Exchange Requests. Telephone exchange requests may be made either by calling a service representative
at 1.800.852.8457, or by using PhoneLink for automated exchanges by calling 1.800.533.3310. Telephone
exchanges may be made only between accounts that are registered with the same name(s) and address.
Shares held under certificates may not be exchanged by telephone.

ARE THERE LIMITATIONS ON EXCHANGES? There are certain exchange policies you should be aware of:
Shares are normally redeemed from one fund and purchased from the other fund in the exchange transaction on

the same regular business day on which the Transfer Agent receives an exchange request that conforms to
the policies described above. It must be received by the close of The New York Stock Exchange that day,
which is normally 4:00 P.M. but may be earlier on some days. However, either fund may delay the purchase
of shares of the fund you are exchanging into up to seven days if it determines it would be
disadvantaged by the same day exchange.

The interests of the Fund's long-term shareholders and its ability to manage its investments may be
adversely affected when its shares are repeatedly bought and sold in response to short-term market
fluctuations--also known as "market timing." When large dollar amounts are involved, the Fund may have
difficulty implementing long-term investment strategies, because it cannot predict how much cash it will
have to invest. Market timing also may force the Fund to sell portfolio securities at disadvantageous
times to raise the cash needed to buy a market timer's Fund shares. These factors may hurt the Fund's
performance and its shareholders. When the Manager believes frequent trading would have a disruptive
effect on the Fund's ability to manage its investments, the Manager and the Fund may reject purchase
orders and exchanges into the Fund by any person, group or account that the Manager believes to be a
market timer.

o The Fund may amend, suspend or terminate the exchange privilege at any time. The Fund will provide you
notice whenever it is required to do so by applicable law, but it may impose changes at any time for
emergency purposes.

o If the Transfer Agent cannot exchange all the shares you request because of a restriction cited above,
only the shares eligible for exchange will be exchanged.

Shareholder Account Rules and Policies

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

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

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

The Transfer Agent will record any telephone calls to verify data concerning transactions and has adopted other
procedures to confirm that telephone instructions are genuine, by requiring callers to provide tax
identification numbers and other account data or by using PINs, and by confirming such transactions in
writing. The Transfer Agent and the Fund will not be liable for losses or expenses arising out of
telephone instructions reasonably believed to be genuine.
Redemption or transfer requests will not be honored until the Transfer Agent receives all required documents in
proper form. From time to time, the Transfer Agent in its discretion may waive certain of the
requirements for redemptions stated in this Prospectus.
Dealers that perform account transactions for their clients by participating in NETWORKING through the National
Securities Clearing Corporation are responsible for obtaining their clients' permission to perform those
transactions, and are responsible to their clients who are shareholders of the Fund if the dealer
performs any transaction erroneously or improperly.
The redemption price for shares will vary from day to day because the value of the securities in the Fund's
portfolio fluctuates. The redemption price, which is the net asset value per share, will normally differ
for each class of shares. The redemption value of your shares may be more or less than their original
cost.

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

The Transfer Agent may delay forwarding a check or processing a payment via AccountLink for recently purchased
shares, but only until the purchase payment has cleared. That delay may be as much as 10 days from the
date the shares were purchased. That delay may be avoided if you purchase shares by Federal Funds wire
or certified check, or arrange with your bank to provide telephone or written assurance to the Transfer
Agent that your purchase payment has cleared
Involuntary redemptions of small accounts may be made by the Fund if the account value has fallen below $200 for
reasons other than the fact that the market value of shares has dropped. In some cases involuntary
redemptions may be made to repay the Distributor for losses from the cancellation of share purchase
orders.
Shares may be "redeemed in kind" under unusual circumstances (such as a lack of liquidity in the Fund's portfolio
to meet redemptions). This means that the redemption proceeds will be paid with liquid securities from
the Fund's portfolio.
"Backup withholding" of federal income tax may be applied against taxable dividends, distributions and redemption
proceeds (including exchanges) if you fail to furnish the Fund your correct, certified Social Security
or Employer Identification Number when you sign your application, or if you under-report your income to
the Internal Revenue Service.
To avoid sending duplicate copies of materials to households, the Fund will mail only one copy of each
prospectus, annual and semi-annual report and annual notice of the Fund's privacy policy to shareholders
having the same last name and address on the Fund's records. The consolidation of these mailings, called
householding, benefits the Fund through reduced mailing expense.

If you want to receive multiple copies of these materials, you may call the Transfer Agent at
1.800.525.7048. You may also notify the Transfer Agent in writing. Individual copies of prospectuses,
reports and privacy notices will be sent to you commencing 30 days after the Transfer Agent receives
your request to stop householding.

Dividends and Tax Information

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

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

Capital Gains. Although the Fund does not seek capital gains, it may realize capital gains on the sale of
portfolio securities. If it does, it may make distributions out of any net short-term or long-term capital gains
in December of each year. The Fund may make supplemental distributions of dividends and capital gains following
the end of its fiscal year. Long-term capital gains will be separately identified in the tax information the Fund
sends you after the end of the calendar year.

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

Taxes. Dividends paid from net investment income earned by the Fund on municipal securities will be excludable
from gross income for federal income tax purposes. A portion of a dividend that is derived from interest paid on
certain "private activity bonds" may be an item of tax preference if you are subject to the alternative minimum
tax. If the Fund earns interest on taxable investments, any dividends derived from those earnings will be taxable
as ordinary income to shareholders.

Dividends paid by the Fund from interest on New York municipal securities will be exempt from New York
individual income taxes. Dividends paid from income from municipal securities of other issuers normally will be
treated as taxable ordinary income for New York State and New York City personal income tax purposes.

Dividends and capital gains distributions may be subject to state or local taxes. Long-term capital gains
are taxable as long-term capital gains when distributed to shareholders. It does not matter how long you have
held your shares. Dividends paid from short-term capital gains are taxable as ordinary income. Whether you
reinvest your distributions in additional shares or take them in cash, the tax treatment is the same. Every year
the Fund will send you and the IRS a statement showing the amount of any taxable distribution you received in the
previous year as well as the amount of your tax-exempt income.

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

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

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

Financial Highlights

The Financial Highlights Table is presented to help you understand the Fund's financial performance for the past
five fiscal years. Certain information reflects financial results for a single Fund share. The total returns in
the table represent the rate that an investor would have earned (or lost) on an investment in the Fund (assuming
reinvestment of all dividends and distributions). For the fiscal years ended December 31, 2000 and 2001, the
information was audited by KPMG LLP, the Fund's independent auditors, whose report, along with the Fund's
financial statements, is included in the Statement of Additional Information, which is available on request.
Another auditing firm audited the information for the previous fiscal years.

FINANCIAL HIGHLIGHTS

Class A                 Year Ended December 31,                      2001       2000         1999        1998        1997
==========================================================================================================================
Per Share Operating Data

Net asset value, beginning of period                           $     3.27   $   3.19   $     3.37    $   3.34    $   3.26
--------------------------------------------------------------------------------------------------------------------------
Income (loss) from investment operations:
Net investment income                                                 .16        .16          .15         .16         .17
Net realized and unrealized gain (loss)                                 -        .07         (.18)        .03        1.08
                                                               -----------------------------------------------------------
Total income (loss) from investment operations                        .16        .23         (.03)        .19         .25
--------------------------------------------------------------------------------------------------------------------------
Dividends and/or distributions to shareholders:
Dividends from net investment income                                 (.16)      (.15)        (.15)       (.16)       (.17)
--------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period                                 $     3.27   $   3.27   $     3.19    $   3.37    $   3.34

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

==========================================================================================================================
Total Return, at Net Asset Value(1)                                  4.85%      7.47%       (0.87)%      5.94%       8.01%

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

Net assets, end of period (in thousands)                       $1,124,846   $927,079   $1,025,714    $979,316    $771,828
--------------------------------------------------------------------------------------------------------------------------
Average net assets (in thousands)                              $  996,671   $945,492   $1,060,745    $884,849    $677,376
--------------------------------------------------------------------------------------------------------------------------
Ratios to average net assets:(2)
Net investment income                                                4.95%      4.88%        4.64%       4.80%       5.27%
Expenses                                                             0.78%      0.85%        0.81%       0.82%(3)    0.83%
Expenses, net of interest expense and
reduction to custodian expense(4)                                    0.74%      0.78%        0.77%       0.80%       0.80%
--------------------------------------------------------------------------------------------------------------------------
Portfolio turnover rate                                                23%        37%          37%         25%         27%

1. Assumes a $1,000 hypothetical initial investment on the business day
before the first day of the fiscal period (or inception of offering), with all
dividends and distributions reinvested in additional shares on the reinvestment
date, and redemption at the net asset value calculated on the last business day
of the fiscal period. Sales charges are not reflected in the total
returns. Total returns are not annualized for periods of less than one full
year.
2. Annualized for periods of less than one full year.
3. Expense ratio has been calculated without adjustment for the reduction to
custodian expenses.
4. During the periods shown above, the Fund's interest expense was
substantially offset by the incremental interest income generated on bonds
purchased with borrowed funds.

See accompanying Notes to Financial Statements.

                                    36  |  LIMITED TERM NEW YORK MUNICIPAL FUND


Class B       Year Ended December 31,                             2001      2000      1999       1998       1997(1)
====================================================================================================================
Per Share Operating Data

Net asset value, beginning of period                            $   3.27   $  3.19   $  3.37    $  3.34    $  3.25
--------------------------------------------------------------------------------------------------------------------
Income (loss) from investment operations:
Net investment income                                                .13       .13       .13        .14        .10
Net realized and unrealized gain (loss)                                -       .08      (.18)       .03        .09
                                                                ----------------------------------------------------
Total income (loss) from investment operations                       .13       .21      (.05)       .17        .19
--------------------------------------------------------------------------------------------------------------------
Dividends and/or distributions to shareholders:
Dividends from net investment income                                (.13)     (.13)     (.13)      (.14)      (.10)
--------------------------------------------------------------------------------------------------------------------
Net asset value, end of period                                  $   3.27   $  3.27   $  3.19    $  3.37    $  3.34
                                                                ====================================================

====================================================================================================================
Total Return, at Net Asset Value(2)                                 4.06%     6.65%    (1.64)%     5.13%      5.89%

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

Net assets, end of period (in thousands)                        $153,471   $92,786   $88,758    $64,388    $21,500
====================================================================================================================
Average net assets (in thousands)                               $113,976   $86,107   $78,263    $43,620    $ 9,873
--------------------------------------------------------------------------------------------------------------------
Ratios to average net assets:(3)
Net investment income                                               4.17%     4.09%     3.84%      3.97%      4.18%
Expenses                                                            1.54%     1.63%     1.59%      1.59%(4)   1.56%
Expenses, net of interest expense and
reduction to custodian expense(5)                                   1.50%     1.56%     1.55%      1.57%      1.54%
--------------------------------------------------------------------------------------------------------------------
Portfolio turnover rate                                               23%       37%       37%        25%        27%

1. For the period from May 1, 1997 (inception of offering) to December 31,
1997.
2. Assumes a $1,000 hypothetical initial investment on the business day
before the first day of the fiscal period (or inception of offering), with all
dividends and distributions reinvested in additional shares on the reinvestment
date, and redemption at the net asset value calculated on the last business day
of the fiscal period. Sales charges are not reflected in the total returns.
Total returns are not annualized for periods of less than one full year.
3. Annualized for periods of less than one full year.
4. Expense ratio has been calculated without adjustment for the reduction to
custodian expenses.
5. During the periods shown above, the Fund's interest expense was
substantially offset by the incremental interest income generated on bonds
purchased with borrowed funds.

See accompanying Notes to Financial Statements.

                                    37  |  LIMITED TERM NEW YORK MUNICIPAL FUND


FINANCIAL HIGHLIGHTS  Continued

Class C             Year Ended December 31,                       2001       2000       1999       1998       1997(1)
=====================================================================================================================
Per Share Operating Data

Net asset value, beginning of period                          $   3.26   $   3.18   $   3.36    $  3.33    $  3.25
---------------------------------------------------------------------------------------------------------------------
Income (loss) from investment operations:
Net investment income                                              .13        .13        .13        .14        .10
Net realized and unrealized gain (loss)                              -        .08       (.18)       .03        .08
                                                              -------------------------------------------------------
Total income (loss) from investment operations                     .13        .21       (.05)       .17        .18
---------------------------------------------------------------------------------------------------------------------
Dividends and/or distributions to shareholders:
Dividends from net investment income                              (.13)      (.13)      (.13)      (.14)      (.10)
---------------------------------------------------------------------------------------------------------------------
Net asset value, end of period                                $   3.26   $   3.26   $   3.18    $  3.36    $  3.33
                                                              =======================================================

=====================================================================================================================
Total Return, at Net Asset Value(2)                               4.06%      6.67%     (1.63)%     5.15%      5.58%

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

Net assets, end of period (in thousands)                      $261,857   $101,858   $119,329    $94,870    $26,862
---------------------------------------------------------------------------------------------------------------------
Average net assets (in thousands)                             $150,504   $105,452   $116,249    $61,717    $12,705
---------------------------------------------------------------------------------------------------------------------
Ratios to average net assets:(3)
Net investment income                                             4.13%      4.11%      3.86%      3.98%      4.22%
Expenses                                                          1.53%      1.62%      1.57%      1.57%(4)   1.54%
Expenses, net of interest expense and
reduction to custodian expense(5)                                 1.49%      1.55%      1.53%      1.55%      1.51%
---------------------------------------------------------------------------------------------------------------------
Portfolio turnover rate                                             23%        37%        37%        25%        27%

1. For the period from May 1, 1997 (inception of offering) to December 31,
1997.
2. Assumes a $1,000 hypothetical initial investment on the business day
before the first day of the fiscal period (or inception of offering), with all
dividends and distributions reinvested in additional shares on the reinvestment
date, and redemption at the net asset value calculated on the last business day
of the fiscal period. Sales charges are not reflected in the total
returns. Total returns are not annualized for periods of less than one full
year.
3. Annualized for periods of less than one full year.
4. Expense ratio has been calculated without adjustment for the reduction to
custodian expenses.
5. During the periods shown above, the Fund's interest expense was
substantially offset by the incremental interest income generated on bonds
purchased with borrowed funds.

See accompanying Notes to Financial Statements.

                                    38  |  LIMITED TERM NEW YORK MUNICIPAL FUND


Class X             Year Ended December 31,                          2001      2000      1999       1998       1997
=====================================================================================================================
Per Share Operating Data

Net asset value, beginning of period                              $  3.28   $  3.20   $  3.38    $  3.35    $  3.27
---------------------------------------------------------------------------------------------------------------------
Income (loss) from investment operations:
Net investment income                                                 .15       .14       .13        .15        .16
Net realized and unrealized gain (loss)                              (.01)      .08      (.18)       .03        .08
                                                                  ---------------------------------------------------
Total income (loss) from investment operations                        .14       .22      (.05)       .18        .24
---------------------------------------------------------------------------------------------------------------------
Dividends and/or distributions to shareholders:
Dividends from net investment income                                 (.14)     (.14)     (.13)      (.15)      (.16)
---------------------------------------------------------------------------------------------------------------------
Net asset value, end of period                                    $  3.28   $  3.28   $  3.20    $  3.38    $  3.35
                                                                  ===================================================

=====================================================================================================================
Total Return, at Net Asset Value(1)                                  4.30%     6.88%    (1.39)%     5.38%      7.44%

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

Net assets, end of period (in thousands)                          $25,526   $32,651   $39,496    $47,424    $52,510
---------------------------------------------------------------------------------------------------------------------
Average net assets (in thousands)                                 $29,642   $34,684   $44,237    $49,866    $49,563
---------------------------------------------------------------------------------------------------------------------
Ratios to average net assets:(2)
Net investment income                                                4.46%     4.34%     4.11%      4.30%      4.75%
Expenses                                                             1.31%     1.39%     1.34%      1.35%(3)   1.35%
Expenses, net of interest expense and
reduction to custodian expense(4)                                    1.27%     1.32%     1.30%      1.32%      1.32%
---------------------------------------------------------------------------------------------------------------------
Portfolio turnover rate                                                23%       37%       37%        25%        27%

1. Assumes a $1,000 hypothetical initial investment on the business day
before the first day of the fiscal period (or inception of offering), with all
dividends and distributions reinvested in additional shares on the reinvestment
date, and redemption at the net asset value calculated on the last business day
of the fiscal period. Sales charges are not reflected in the total
returns. Total returns are not annualized for periods of less than one
full year.
2. Annualized for periods of less than one full year.
3. Expense ratio has been calculated without adjustment for the reduction to
custodian expenses.
4. During the periods shown above, the Fund's interest expense was
substantially offset by the incremental interest income generated on bonds
purchased with borrowed funds.

See accompanying Notes to Financial Statements.

                                    39  |  LIMITED TERM NEW YORK MUNICIPAL FUND







INFORMATION AND SERVICES

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


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

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

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


------------------------------------------- ------------------------------------------------------------------
By Telephone:                               Call OppenheimerFunds Services toll-free:
                                            1.800.525.7048
------------------------------------------- ------------------------------------------------------------------
------------------------------------------- ------------------------------------------------------------------
By Mail:                                    Write to:
                                            OppenheimerFunds Services
                                            P.O. Box 5270
                                            Denver, Colorado 80217-5270
------------------------------------------- ------------------------------------------------------------------
------------------------------------------- ------------------------------------------------------------------

On the Internet:                            You can send us a request by e-mail or read or down-load
                                            documents on the OppenheimerFunds website:
                                            WWW.OPPENHEIMERFUNDS.COM
                                            ------------------------

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

Information about the Fund including the Statement of Additional Information can be reviewed and copied at the
SEC's Public Reference Room in Washington, D.C. Information on the operation of the Public Reference Room may be
obtained by calling the SEC at 1.202.942.8090. Reports and other information about the Fund are available on the
EDGAR database on the SEC's Internet website at WWW.SEC.GOV. Copies may be obtained after payment of a
                                                -----------
duplicating fee by electronic request at the SEC's e-mail address: publicinfo@sec.gov or by writing to the SEC's
Public Reference Section, Washington, D.C. 20549-0102.

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

                                                              The Fund's shares are distributed by:
SEC File No. 811-6332

PR0355.001.0402  Printed on recycled paper.                   [logo] OppenheimerFunds Distributor, Inc.






                                             Appendix to Prospectus of
                                       LIMITED TERM NEW YORK MUNICIPAL FUND

         Graphic  material  included in Prospectus of Limited Term New York Municipal  Fund:  "Annual Total Returns
(Class A) (as of 12/31 each year)."


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


Calendar                      Limited Term
Year                     New York Municipal Fund
------------------------------------------------

12/31/92            9.52%
12/31/93          10.16%
12/31/94          -0.50%
12/31/95          10.01%
12/31/96            4.82%
12/31/97            8.01%
12/31/98            5.94%

12/31/99                   -0.87%
12/31/00                   7.47%
12/31/01                   4.85%



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





                                       Limited Term New York Municipal Fund
-------------------------------------------------------------------------------------------------------------------

6803 S. Tucson Way, Englewood, CO 80112
1.800.525.7048


                             Statement of Additional Information dated April 30, 2002

This Statement of Additional Information is not a Prospectus. This document contains additional information about
the Fund and supplements information in the Prospectus dated April 30, 2002. It should be read together with the
Prospectus, which may be obtained by writing to the Fund's Transfer Agent, OppenheimerFunds Services, at P.O. Box
5270, Denver, Colorado 80217 or by calling the Transfer Agent at the toll-free number shown above or by
downloading it from the OppenheimerFunds Internet website at www.oppenheimerfunds.com.


Contents                                                                                                     Page

                                                  About the Fund
Additional Information About the Fund's Investment Policies and Risks.............................................2
       The Fund's Investment Policies.............................................................................2
       Municipal Securities.......................................................................................3
       Other Investment Techniques and Strategies................................................................19
       Investment Restrictions...................................................................................27
How the Fund is Managed..........................................................................................30
       Organization and History..................................................................................30
       Trustees and Officers of the Fund.........................................................................31
       The Manager ..............................................................................................36
Brokerage Policies of the Fund...................................................................................38
Distribution and Service Plans...................................................................................40
Performance of the Fund..........................................................................................43

                                                About Your Account
How To Buy Shares................................................................................................49
How To Sell Shares...............................................................................................58
How to Exchange Shares...........................................................................................62
Dividends and Taxes..............................................................................................65
Additional Information About the Fund............................................................................68

                                       Financial Information About the Fund
Report of Independent Accountants................................................................................69
Financial Statements ............................................................................................70

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





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


Additional Information About the Fund's Investment Policies and Risks

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

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

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

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

         |X|  Determining the Average Effective Portfolio Maturity. In seeking to maintain an average effective
portfolio maturity of less than five years, the Fund may purchase individual securities that have effective
maturities of more or less than five years. The effective maturity of a bond might lengthen if market interest
rates increase, and the effective maturity might shorten if market interest rates decline. Increasing market
interest rates therefore could cause the average effective maturity of the portfolio to lengthen beyond five
years, absent any portfolio transactions.

         If the average effective maturity of the portfolio should exceed five years, the Fund will not purchase
securities that have effective maturities beyond five years. The Manager might also take steps to reduce the
average effective maturity of the portfolio below five years. Those steps might include selling bonds with
effective maturities beyond five years or buying bonds with effective maturities less than five years.

         In computing the Fund's average effective portfolio maturity, the Manager intends to use the same
effective maturity dates that are shorter than the bond's stated maturity that are used in the marketplace for
evaluating a bond for trading and pricing purposes. That date might be the date of a mandatory put, pre-refunded
call, optional call or the average life to which a bond is priced. A bond having a variable coupon rate or
anticipated principal prepayment may be assigned an effective maturity that is shorter than a stated call date,
put date or average life, to reflect more closely the reduced price volatility expectations as to that bond.


Municipal Securities. The types of municipal securities in which the Fund may invest are described in the
Prospectus under "About the Fund's Investments." The Fund may from time to time invest in municipal securities
other than New York municipal securities. For example, the to seek a higher yield, the Fund may invest in
municipal securities issued by other states and their respective political subdivisions. Although any interest
from these securities generally would be exempt from federal income tax, any such interest may be subject to New
York State and New York City personal income tax. Nonetheless, the Fund does not expect to invest a significant
portion of its assets in securities other than New York municipal securities.


         Municipal securities are generally classified as general obligation bonds, revenue bonds and notes. A
discussion of the general characteristics of these principal types of municipal securities follows below.

         |X|  Municipal Bonds. Long-term municipal securities (which have a maturity of more than one year when
issued) are classified as "municipal bonds." The principal classifications of long-term municipal bonds are
"general obligation" and "revenue" bonds (including "industrial development" bonds). They may have fixed, variable
or floating rates of interest, as described below, or may be "zero-coupon" bonds, as described below.


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


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

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

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

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

         The Fund will purchase particular industrial development bonds only if the interest paid on the bonds is
tax exempt under the Internal Revenue Code. The Internal Revenue Code limits the types of facilities that may be
financed with tax-exempt industrial revenue and private-activity bonds (discussed below) and the amounts of these
bonds that each state can issue.


         As an operating policy, the Fund will not invest more than 5% of its total assets in securities for
which the obligation to pay interest and repay principal are the responsibility of an industrial user with less
than three year's operating history.


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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

         Some municipal lease securities may be deemed to be "illiquid" securities. Their purchase by the Fund
would be limited as described below in "Illiquid Securities." Municipal lease obligations that the Manager has
determined to be liquid under guidelines set by the Board of Trustees are not subject to the Fund's 15% limit on
investments in illiquid securities.

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

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

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

         Municipal leases may also be subject to "abatement risk." The leases underlying certain municipal lease
obligations may state that lease payments are subject to partial or full abatement. That abatement might occur,
for example, if material damage to or destruction of the leased property interferes with the lessee's use of the
property. However, in some cases that risk might be reduced by insurance covering the leased property, or by the
use of credit enhancements such as letters of credit to back lease payments, or perhaps by the lessee's
maintenance of reserve funds for lease payments.

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

         The Fund attempts to reduce its exposure to some of these risks by not investing more than 10% of its
total assets in municipal leases obligations that contain "non-appropriation" clauses. Also, the Fund will invest
in leases with non-appropriation clauses only if certain conditions are met:
o        the nature of the leased equipment or property is such that its ownership or use is essential to a
              governmental function of a municipality,
o        appropriate covenants are obtained from the municipal obligor prohibiting the substitution or purchase
              of similar equipment if lease payments are not appropriated,
o        the lease obligor has maintained good market acceptability in the past,
o        the investment is of a size that will be attractive to institutional investors, and
o        the underlying leased equipment has elements of portability and/or use that enhance its marketability if
              foreclosure is ever required on the underlying equipment.
         |X|  Credit Ratings of Municipal Securities. Ratings by ratings organizations such as Moody's Investors
Service ("Moody's"), Standard & Poor's Ratings Services, a division of The McGraw-Hill Companies, Inc. ("Standard
and Poor's") and Fitch, Inc. ("Fitch"), represent the respective rating agency's opinions of the credit quality
of the municipal securities they undertake to rate. However, their ratings are general opinions and are not
guarantees of quality. Municipal securities that have the same maturity, coupon and rating may have different
yields, while other municipal securities that have the same maturity and coupon but different ratings may have
the same yield.

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

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

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

         In evaluating the credit quality of a particular security, whether it is rated or unrated, the Manager
will normally take into consideration a number of factors. Among them are the financial resources of the issuer,
or the underlying source of funds for debt service on a security, the issuer's sensitivity to economic conditions
and trends, any operating history of the facility financed by the obligation and the degree of community support
for it, the capabilities of the issuer's management and regulatory factors affecting the issuer and the
particular facility.

o        Special Risks of Lower-Grade Securities. Up to 5% of the Fund's assets that are invested in New York
municipal obligations (as defined in the Prospectus) may be invested in New York municipal obligations rated
below investment grade. In addition, more than 5% of the Fund's assets that are invested in municipal obligations
overall may be invested in municipal obligations rated below investment grade. These are commonly referred to as
"junk bonds." Lower grade securities may have a higher yield than securities rated in the higher rating
categories. In addition to having a greater risk of default than higher-grade, securities, there may be less of a
market for these securities. As a result they may be harder to sell at an acceptable price. The additional risks
mean that the Fund may not receive the anticipated level of income from these securities, and the Fund's net
asset value may be affected by declines in the value of lower-grade securities. However, because the added risk
of lower quality securities might not be consistent with the Fund's policy of prudent investment management, the
Fund limits its investments in lower quality securities and does not buy securities rated below "Ba" by Moody's
or "BB" by Standard & Poor's or Fitch (or unrated securities that the Manager deems to be of comparable quality).

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

         In the event of unanticipated financial difficulties, default or bankruptcy of an issuer of an
obligation or the underlying source of funds for debt service on an obligation the Fund owns, the Fund can take
such action as the Manager considers appropriate. That might include, for example, retaining the services of
persons, firms, professional organizations and others to evaluate or protect real estate, facilities or other
assets securing the obligation or acquired by the Fund as a result of such event. The Fund will incur additional
costs in taking protective action with respect to portfolio obligations that are in default or the assets
securing those obligations. As a result, the Fund's share prices could be adversely affected. Any income derived
from the Fund's ownership or operation of assets acquired as a result of these types of actions might not be
tax-exempt.


Special Investment Considerations - New York Municipal Securities.  As explained in the Prospectus, the Fund's
investments are highly sensitive to the fiscal stability of New York State (referred to in the section as the
"State") and its subdivisions, agencies, instrumentalities or authorities, including New York City (the "City"),
which issue the municipal securities in which the Fund invests.  The following information on risk factors in
concentrating in New York municipal securities is only a summary, based on the State's Annual Information
Statement dated October 2, 2001 and the update thereto dated November 8, 2001, and on publicly-available official
statements relating to offerings by issuers of New York municipal securities on or prior to July 15, 2001 with
respect to offerings of New York State, and on or prior to December 12, 2001 with respect to offerings by the
City.  No representation is made as to the accuracy of this information.

         On September 11, 2001, terrorist attacks destroyed the World Trade Center. Those attacks resulted in
substantial loss of life, damage to other buildings in the vicinity, disruption of public transportation and
business, and displacement of residents in the immediate vicinity of the World Trade Center. It is expected that
the destruction of the World Trade Center will have a substantial impact on the City and its economy.


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


         |X|  Factors Affecting Investments in New York State Securities.  The ramifications of the September 11,
2001 terrorist attack in New York raise many complex issues related to State finances.  The State expects
substantial federal aid to be available to pay for most of the costs for disaster assistance and reconstruction.
On September 14, 2001, the United States Congress enacted an emergency supplemental appropriation of $40 billion
for disaster assistance and counter-terrorism measures, with not less than $20 billion allocated to disaster
relief and recovery initiatives in New York, Virginia, and Pennsylvania, although there is no assurance that such
funds will be made available.  To expedite the flow of federal aid and other assistance, the State Legislature
enacted $5.5 billion in appropriations on September 13, 2001.  It also authorized $2.5 billion in additional
bonding authority for the New York City Transitional Finance Authority (TFA) to fund the City costs related to or
arising from the terrorist attack.

         Federal funding for disaster assistance is available in several forms.  Under laws in effect in late
2001, the federal government pays 75% or more of the costs for emergency response activities and the repair of
public buildings.  On September 21, 2001, the President waived any matching requirement for the State and the
City, clearing the way for 100% reimbursement for all eligible disaster-related costs.  Other significant
assistance for businesses is available through the Small Business Administration for property losses, cash-flow
needs, and hazard migration.

         The terrorist attacks in the City may have materially adverse consequences for the State, but at this
time it is not possible to provide a definitive assessment.  The State assessed that the loss of tax and other
receipts will be in the range of $1 billion to $3 billion in the 2001-02 fiscal year and in the range of $2
billion to $6 billion next fiscal year.  The mid-year update to the State's 2001-02 financial plan ("Mid-Year
Plan") projects revenue losses of $1.63 billion, which is offset in part by Legislative actions in October that
provided $114 million in additional revenues and $20 million in expenditure savings.  It is expected that a
number of economic sectors that generate State tax revenues will be disrupted at least temporarily, including
finance, insurance, real estate, and tourism.  In the long term, the most significant risk is the possible loss
of financial sector firms and related businesses to other states.  The financial sector is an important economic
activity in the State and a substantial reduction in its operations would likely have an adverse impact on State
tax revenues, leading to material changes to the Mid-Year Plan and the State's outyear projections of receipts,
adding further pressure to budget balance in future fiscal years.

         In addition to the September 11, 2001 terrorist attacks in the City, many complex political, social and
economic forces influence the State's economy and finances, which may in turn affect the State's financial plan
for the 2001-02 fiscal year.  These forces may affect the State unpredictably from fiscal year to fiscal year and
are influenced by governments, institutions, and events that are not subject to the State's control.  The
financial plan for 2001-02 is also necessarily based upon forecasts of national and State economic activity.
Economic forecasts have frequently failed to predict accurately the timing and magnitude of changes in the
national and State economies.

         In every year, many uncertainties exist in the forecast of the national and State economies.  Given the
terrorist attacks, the nation's war-time preparations, and the volatility in financial markets, such
uncertainties are significantly more pronounced at this time.  For example, the downturn in the financial markets
could continue over a sustained period.  The securities industry is more important to the New York economy than
to the national economy as a whole, potentially amplifying the impact of such a downturn.  A large change in
stock market performance during the forecast horizon could result in wage and unemployment levels that are
significantly different from those embodied in the 2001-02 forecast.

         Two variables which stand out as being particularly vulnerable to financial market volatility, and which
are closely associated with prior strength of State personal income tax receipts, are finance sector bonus income
and capital gains realizations.  Historically, financial sector bonus income has been closely tied to security
firm profits.  With many Wall Street profit-making activities (such as initial public offerings and mergers and
acquisitions) now significantly below 2000 levels, the New York Division of Budget ("DOB") has forecasted a
significant decline in financial sector profits for 2001, which is likely to be exacerbated by the terrorist
attacks.  DOB also expected that the decline in equity values observed since early 2000, combined with the
decline in the average holding period for equities, would produce a decline in capital gains realizations for the
2001-02 fiscal year.  However, both bonus income and capital gains realizations have historically been subject to
a large degree of variation and are likely to fall substantially below earlier expectations.

         In early 2002, The United States Congress was contemplating an economic stimulus package.  If enacted,
certain components of the package may adversely affect State tax revenues.  The most significant risk concerns a
provision that would allow expanded expensing of investment costs against federal taxable income.  Since the
State uses federal taxable income as the starting point for calculating taxable income, the provision could
adversely impact State tax revenues.

         The DOB expects to revise its projections of receipts and disbursements relating to the 2001-02
financial plan as the impact of the terrorist attack in New York becomes clearer.  Actual results could differ
materially and adversely from the State's projections.  In the past, the State has taken actions to address
potential financial plan shortfalls, and has begun to take similar actions now to avoid adverse variances in its
projections for the 2001-02 fiscal year.

         National economic growth slowed significantly during the second half of 2000 and the first half of
2001.  Real U.S. Gross Domestic Product (GDP) declined by 0.4% during the third quarter of 2001, following 0.3%
growth during the second quarter.  DOB has forecasted a recession stretching into the beginning of calendar year
2002.

         The events of September 11 have exacerbated the national economic slowdown.  Since the attack, the
airline industry has lost substantial revenues, retail sales have plunged, and tourist activity remains
significantly below the pre-September 11 level.  However, the Federal Reserve, the President, and Congress appear
to be moving aggressively to impart both monetary and fiscal stimulus.  Given DOB's assumptions concerning the
magnitude and the effectiveness of the stimulus, it projected that the U.S. economy, as measured by real U.S.
GDP, will grow 1.0% for 2001 and 0.9% for 2002.

         Private sector profits declined significantly in 2001 and are expected to fall further, resulting in
additional rounds of employee layoffs.  The unemployment rate was expected to rise from 4.7% for 2001 to 6.2% for
2002.  U.S. personal income was expected to grow 5.0% for 2001 and 4.0% for 2002, following much higher growth of
7.0% for 2000.  The reduction in household wealth, combined with rising unemployment and slower income growth,
was expected to cause consumers to dramatically curtail spending.

         There are significant risks to the national forecast.  If either monetary or fiscal policy is less
effective than expected, the recession could be both longer and deeper than predicted.  Weaker corporate profits
than projected could, in turn, produce even more employee layoffs and less capital investment than anticipated.
Similarly, if the stock market fails to rebound when expected in calendar 2002, the resulting additional loss of
household wealth, coupled with employee layoffs could further reduce wages, personal income, and consumption
growth.  World economic growth could be substantially worse than expected.  However, if monetary and fiscal
policies are more effective than projected or if the stock market rebounds earlier than expected, economic growth
could rise above the forecast.  The foregoing outlook was predicated upon the assumption that no additional major
disruption will occur again within the forecasting period.  However, with the nation at war abroad and on high
alert domestically, the risk of an adverse shock to the U.S. economy is extremely high.

         New York is the third most populous state in the nation and has a relatively high level of personal
wealth.  The State's economy is diverse, with a comparatively large share of the nation's finance, insurance,
transportation, communications and services employment, and a very small share of the nation's farming and mining
activity.  The State's location and its air transport facilities and natural harbors have made it an important
link in international commerce.  Travel and tourism constitute an important part of the economy.  However, the
terrorist attack on the World Trade Center on September 11, 2001 is likely to have an adverse effect on travel
and tourism. Like the rest of the nation, New York has a declining proportion of its workforce engaged in
manufacturing, and an increasing proportion engaged in service industries.
Relative to the nation, the State has a smaller share of manufacturing and construction and a larger share of
service-related industries.  The State's finance, insurance, and real estate share, as measured by wages, is
particularly large relative to the nation.  The State projected that it is likely to be less affected than the
nation as a whole during an economic recession that is concentrated in manufacturing and construction, but likely
to be more affected by any economic downturn that is concentrated in the services sector.

         DOB has estimated that tens of thousands of jobs may have been lost or displaced from New York, at least
temporarily, due to the events of September 11.  The sector hardest hit by the disaster was the finance industry,
which is estimated to have lost 30,000 jobs, many of whom have been either laid off or relocated out-of-state.
Other industries expected to experience severe losses were businesses and media services, hotel and motel
services, retail trade, arts and entertainment services, and transportation.  In contrast, as part of the
reconstruction process, the construction sector was expected to experience a net gain in employment.  On an
annual average basis, State employment was expected to grow a modest 0.4% for 2001 and decline 1.2% for 2002.

         DOB has estimated that the events of September 11 will also have a significantly negative impact on
securities industry profits.  The fall in profit growth was expected to result in a severe decline in finance and
insurance industry cash bonuses.  This decline will likely be exacerbated by firms weighing their bonus payouts
more heavily than usual in favor of stock options as well as by the transfer of dislocated workers out-of-state.
Lower growth in both employment and bonus income was expected to result in personal income growth of 2.8% for
2001, followed by growth of 1.3% for 2002.

         The most significant risks to the New York economic forecast pertain to the pace of layoffs related to
the events of September 11, and the impact of both the disaster itself and deteriorating economic conditions on
wages.  The possibility of yet another terrorist attack on the City area poses a substantial negative risk to the
DOB forecast.  Fewer layoffs, stronger financial markets, and higher bonuses than projected would result in a
stronger State economy than reflected in the State's forecast.  Similarly, greater job losses, weaker financial
markets, and smaller bonus payments than expected would result in a weaker State economy.
         |X|  The 2001-02 Fiscal Year.  On September 21, 2001, the State issued a financial plan for the 2001-02
fiscal year (the "September Financial Plan"). On November 8, 2001, the State issued an update to the September
Financial Plan (the "Mid-Year Plan") (the September Financial Plan, as updated by the Mid-Year Plan, being the
"2001-02 Financial Plan").

         In the Mid-Year Plan, the State continues to project that the 2001-02 Financial Plan will remain in
balance for the duration of the fiscal year after the use of $1.50 billion in existing General Fund (the major
operating Fund of the State) reserves.  The Mid-Year Plan projects that General Fund receipts and transfers from
other funds will total $42.09 billion in 2001-02.  The net decrease of $1.52 billion from the September Financial
Plan is comprised of a $1.63 billion downward revision in estimated receipts primarily related to the World Trade
Center attacks, offset in part by $114 million in additional revenues from Legislative action in October related
to the gas import tax.  General Fund disbursements and transfers to other funds are now projected to total $41.97
billion in 2001-02, a decrease of $20 million from the September Financial Plan.  The decrease reflects General
Fund savings of $188 million from the use of Temporary Assistance to Needy Families (TANF) resources for welfare
and child welfare costs, offset in part by funding for not-for-profit organizations ($100 million) and a new
economic stimulus program ($68 million).

         The State reported that at the end of the first six (6) months of the 2001-02 fiscal year, the General
Fund had a cash balance of $5.55 billion, $489 million below the estimate in the September Financial Plan.
General Fund receipts and transfers from other funds totaled $23.56 billion through September 2001. Receipts and
transfers were $502 million below the cashflow projections in the September Financial Plan, due in part to the
economic impact of the World Trade Center attacks and an extension of the filing deadline for making estimated
tax payments from September 15 to December 15.  General Fund disbursements and transfers to other funds totaled
$19.11 billion through September 2001, a decrease of $13 million from the September Financial Plan.  The variance
was attributable to the timing of payments and was not expected to alter year-end results.

         Personal income tax ("PIT") receipts were projected to total $27.10 billion in 2001-02, a decline of
$1.09 billion from the September Financial Plan.  The revised PIT projection reflects the anticipated adverse
economic impact of the World Trade Center disaster, including significant reductions in wages, employment,
financial sector bonuses, and capital gains income.  DOB forecasted a significant decline in both withholding
taxes (down $941 million) and estimated payments (down $120 million) compared to the September Financial Plan
estimate.  DOB projected financial sector bonuses to decline by 50 percent, and taxable capital gains
realizations by 35 percent, from calendar year 2000.  The State's forecast projected actual year-over-year
decreases in New York State adjusted gross income and personal income tax liability for both the 2001 and 2002
years.

         The World Trade Center attacks are also expected to reduce user tax and fee collections in 2001-02.  The
Mid-Year Plan projected these tax receipts to total $7.04 billion in 2001, a decline of $52 million from the
September Financial Plan.  Projected sales tax collections have been lowered by $56 million, reflecting the
decline in consumer confidence, lower tourism spending, and the anticipated decline in personal income and
employment.  Modest upward revisions in cigarette and alcoholic beverage taxes partially offset the projected
decline in the sales tax.

         DOB has lowered its projection for business tax collections by $329 million from the September Financial
Plan projection of $3.98 billion due to several factors, including the adverse impact of the World Trade Center
disaster on financial services firms, declining corporate profits, and banking losses.  Compared to the September
Financial Plan, the Mid-Year Plan forecasted declines in collections for significant components of the business
taxes, including the corporation franchise tax ($215 million), bank franchise taxes ($89 million), and
corporation and utilities taxes ($50 million).  Receipts in the latter category included an upward adjustment of
$144 million to reflect the impact of legislation that corrected constitutional flaws related to the gas import
tax.

         The State has stated that it plans to take the actions necessary to maintain budget balance during the
2001-02 fiscal year.  The State Constitution requires the Governor to submit a balanced budget and cash-basis
Financial Plan for 2002-03 with the Executive Budget.  The State has stated that it does not believe the
terrorist attacks or other events will affect its ability to pay the principal and interest on its bonds or other
debt service obligations in this or any future fiscal year.


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


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

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

         The legislation also dedicated revenues equal to 1% of the 4% State sales and use tax to pay debt
service on these bonds.  The legislation also imposed a cap on the annual seasonal borrowing of the State at $4.7
billion, less net proceeds of bonds issued by the corporation and bonds issued to provide for capitalized
interest.  An exception is in cases where the Governor and the legislative leaders have certified the need for
additional borrowing and have provided a schedule for reducing it to the cap.  If borrowing above the cap is thus
permitted in any fiscal year, it is required by law to be reduced to the cap by the fourth fiscal year after the
limit was first exceeded. This provision capping the seasonal borrowing was included as a covenant with the
corporation's bondholders in the resolution authorizing such bonds.


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


         |X|  Authorities.  The fiscal stability of the State is related to the fiscal stability of its public
Authorities.  Authorities have various responsibilities, including those which finance, construct and/or operate
revenue-producing public facilities.  Authorities are not subject to the constitutional restrictions on the
incurrence of debt which apply to the State itself, and may issue bonds and notes within the amounts, and
restrictions set forth in their legislative authorization.  As of December 31, 2000, there were 18 public
authorities that had outstanding debt of $100 million or more, and the aggregate outstanding debt, including
refunding bonds, of these State public authorities was almost $98 billion, only a portion of which constitutes
State-supported or State-related debt.

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

         |X|  Ratings of the State's Securities.  As of July 17, 2001, S&P has rated the State's general
obligation bonds "AA," Moody's has rated those bonds "A2" and Fitch has rated those bonds "AA".

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

         |X|  The State's General Obligation Debt.  As of March 31, 2001, the State had approximately $4.3
billion in general obligation bonds outstanding.  Principal and interest due on general obligation bonds and
interest due on bond anticipation notes were $677.5 million for the 2000-01 fiscal year and are estimated to be
$632.6 million for the State's 2001-02 fiscal year.

         |X|  Pending Litigation.  The State is a defendant in numerous legal proceedings pertaining to matters
incidental to the performance of routine governmental operations.  That litigation includes, but is not limited
to, claims asserted against the State involving State finances and programs and arising from alleged violations
of civil rights, alleged torts, alleged breaches of contracts, real property proceedings and other alleged
violations of State and Federal laws.  These proceedings could affect adversely the financial condition of the
State in the 2001-02 fiscal year or thereafter.

         The State believes that the proposed 2001-02 Financial Plan includes sufficient reserves for the payment
of judgments that may be required during the 2001-02 fiscal year.  There can be no assurance, however, that an
adverse decision in any of these proceedings would not exceed the amount the 2001-02 Financial Plan reserves for
the payment of judgments and, therefore, could affect the ability of the State to maintain a balanced 2001-02
Financial Plan.

         In addition, the State is party to other claims and litigation that either its legal counsel has advised
are not probable that the State will suffer adverse court decisions or the State has determined are not
material.  Although the amounts of potential losses, if any, are not presently determinable, it is the State's
opinion that its ultimate liability in these cases is not expected to have a material adverse effect on the
State's financial position in the 2001-02 fiscal year or thereafter.

         |X|  Other Functions.  Certain localities in addition to the City have experienced financial problems
and have requested and received additional State assistance during the last several State fiscal years. The
potential impact on the State of any future requests by localities for additional oversight or financial
assistance is not included in the projections of the State's receipts and disbursements for the State's 2001-02
fiscal year or thereafter.

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

         Economic  activity  in the City has  experienced  periods of growth and  recession  and can be expected to
experience  periods  of  growth  and  recession  in the  future.  Changes  in the  economic  activity  in the City,
particularly  employment,  per capita personal  income and retail sales,  may have an impact on the City. From 1969
to 1977,  the City  experienced  substantial  declines in  employment,  but from 1978 to 1987 the City  experienced
strong growth in jobs,  especially in the city's  finance,  insurance and real estate  sectors due in large part to
lower inflation,  lower interest rates and a strong  securities  market.  Beginning in 1988,  employment  growth in
the City slowed,  and in 1990 the City  experienced  job losses,  although the U.S.  economy  expanded  during that
period.  During 1991 and 1992,  employment  levels in the city continued to decline.  In recent years, the City has
experienced  increases in employment.  Real per capita  personal  income (i.e. per capita  personal income adjusted
for the effects of inflation and the  differential in living costs) has generally  experienced  fewer  fluctuations
than  employment  in the City.  Although the City  periodically  experienced  declines in real per capita  personal
income  between  1969 and 1981,  real per  capita  personal  income in the City has  generally  increased  from the
mid-1980's  until  the  present.  In nearly  all of the years  between  1969 and 1990 the city  experienced  strong
increases in retail sales.  However,  from 1991 to 1993, the city experienced a weak period of retail sales.  Since
1994,  the City has  returned  to a period of growth in retail  sales.  Overall,  the City's  economic  improvement
accelerated  significantly  between  1997 and 2000.  Much of the  increase  was  traced to the  performance  of the
securities  industry,  but the City's economy also produced gains in the retail trade sector, the hotel and tourism
industry,  and business  services,  with private  sector  employment  growing  rapidly.  The City's  financial plan
assumes negative economic growth during the latter half of calendar year 2001 through the first half of calendar
year 2002 as a result of the September 11 attack and the national economic recession.  The City's financial plan
assumes that the City's economy will begin a slow recovery with the national economic recovery around the middle
of calendar year 2002.

         The September 11, 2001 terrorist attacks on the World Trade Center are expected to have substantial
impact on the City and its economy.  Reduced economic activity is expected to lower corporate profits, increase
job losses and reduce consumer spending, which would result in reduced personal income and sales tax receipts and
other business tax revenues for the City and could negatively affect real property values.

         For each of the 1981 through 2001 fiscal years, the City's General Fund had an operating surplus, before
discretionary and other transfers, and achieved balanced operating results as reported in accordance with then
applicable generally accepted accounting principles after discretionary and other transfers.  The City has been
required to close substantial gaps between forecast revenues and forecast expenditures in order to maintain
balanced operating results. There can be no assurance that the City will continue to maintain balanced operating
results as required by State law without tax or other revenue increases or reductions in City services or
entitlement programs, which could adversely affect the City's economic base.

         The Mayor is responsible for preparing the City's financial plan, including the City's financial plan
for the 2002 through 2005 fiscal years (referred to below as the "2002-2005 Financial Plan", or "Financial Plan").

         The City's projections set forth in the Financial Plan are based on various assumptions and
contingencies which are uncertain and which may not materialize.  Implementation of the Financial Plan is
dependent upon the City's ability to market its securities successfully.  The City's program for financing
capital projects for fiscal years 2002 through 2005 contemplated the issuance approximately $11.0 billion of
general obligation bonds and approximately $4.0 billion of bonds (excluding bond anticipation notes and recovery
bonds and notes issued to pay costs relating to the September 11 attack) to be issued by the New York City
Transitional Finance Authority (the "Finance Authority").  In addition, it was expected that the City will have
access to approximately $2.2 billion (including the $604 million of bond proceeds received by December 2001) of
proceeds from the sale of tobacco settlement bonds to be issued by TSASC, Inc. ("TSASC"). Such bonds are secured
by revenues derived from the settlement of litigation with tobacco companies selling cigarettes in the United
States.  The Finance Authority and TSASC were created to assist the City in financing its capital program while
keeping the City's indebtedness within the forecast level of the constitutional restrictions on the amount of
debt the City is authorized to incur.


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


         In addition to the financing program described above, the Finance Authority issued $1 billion of
recovery notes on October 4, 2001 to pay costs related to the September 11 attack.  The Finance Authority note
proceeds may be utilized to accommodate cash needs resulting from timing differences between payment by the City
of costs relating to the events of September 11 and receipt of Federal reimbursement for such costs, or to meet
other City cash requirements caused by such events.  Such notes may be paid with Finance Authority revenues (with
the resulting reduction in City tax revenues to be offset by Federal aid or other sources) or proceeds of renewal
notes or bonds of the Finance Authority (which would also reduce tax revenues to the City).  The Finance
Authority  is authorized to have outstanding $2.5 billion of bonds or notes, the proceeds of which are to be used
to pay costs related to the September 11 attack.


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


         Continuing recovery, clean up and repair efforts following the September 11 terrorist attacks will
result in substantial expenditures.  The City expects to be reimbursed by the Federal government for all of its
direct costs for response and remediation of the World Trade Center site.  These costs are not expected to be
substantially below previous estimates.  The City also expects to receive Federal funds for costs of economic
revitalization and other needs, not directly payable through the City budget, relating to the September 11
attack.

         The events of September 11 increased the risk of a recession and a delay in recovery.  It is not
possible to quantify at present with any certainty the long-term impact of the September 11 attack on the City
and its economy, any economic benefits which may result from recovery and rebuilding activities and the amount of
additional resources from Federal, State, City and other sources which will be required.

         |X|  The City's 2002-2005 Financial Plan.  The Financial Plan for the 2002 through 2005 fiscal years,
released on December 4, 2001, projects that revenues and expenditures for the 2002 fiscal year will be balanced
in accordance with generally accepted accounting principles, and projects gaps of $3.6 billion, $4.0 billion and
$3.9 billion for fiscal years 2003 through 2005, respectively, after implementation of a gap-closing program for
fiscal year 2002.  The gap-closing program includes agency actions to reduce expenditures by $766 million, which
includes personnel reductions through attrition, and agency actions to increase revenues, including federal aid
to reimburse costs relating to the September 11 attack..  The Financial Plan depends upon its projections of
decreased tax revenues in fiscal years 2002 through 2005, reflecting primarily decreases in projected personal
income, business and sales tax revenues as a result of the September 11 attack and reduced economic activity,
offset by increased revenues in fiscal years 2002 through 2005 as a result of the elimination of a previously
proposed tax reduction program; increased pension costs in fiscal years 2003 through 2005 resulting primarily
from investment losses in fiscal year 2001; projections of a reduction in federal and State actions in fiscal
years 2002 through 2005; an increase in labor costs in fiscal years 2002 through 2005 to reflect the cost of wage
increases for the uniformed forces coalition; a delay in the receipt of $250 million from the proposed sale of
the New York City Off-Track Betting Corporation ("OTB") from fiscal year 2002 to fiscal year 2003; the
elimination of $114 million of State payments to a stock transfer incentive fund for fiscal years 2002 through
2005, which was not included in the State Budget; reduced net spending in fiscal year 2002 and increased agency
spending in fiscal years 2003 through 2005; debt service savings in fiscal years 2002 through 2005; savings in
fiscal years 2002 through 2005 resulting from an early retirement and severance program; and the acceleration of
$73 million of State revenue sharing aid  in fiscal year 2002.  The assumed tax revenue shortfalls after
September 11 will be subject to revision in the future, and reflect steeper declines in national gross domestic
product and corporate profits, additional declines in capital gains realizations, local job losses exceeding
100,000 and a disruption in tourism and related spending.  The Financial Plan assumes that the costs relating to
the September 11 attack will be paid from Federal aid.  The timing of actual receipt of revenues and incurrence
of expenditures for fiscal year 2002, including the timing of any tax revenue shortfalls and the gap-closing
actions in the Financial Plan, could require the City to take actions within the 2002 fiscal year to meet its
cash flow requirements, depending on the extent to which decreases and delays in the receipt of revenues occur
more rapidly than the implementation of the gap-closing actions.

         The  Financial  Plan is based on  numerous  assumptions,  including  the  condition  of the City's and the
region's  economies and the concomitant  receipt of economically  sensitive tax revenues in the amounts  projected.
The Financial Plan is subject to various other  uncertainties and  contingencies  relating to, among other factors,
the effects on the City economy of the September 11 attack,  the extent,  if any, to which wage  increases for City
employees  exceed the annual wage costs assumed for the 2002 through 2005 fiscal years;  continuation  of projected
interest earnings assumptions for pension fund assets and assumptions with respect to wages for City employees
affecting the City's required pension fund contributions; the willingness and ability of the State to provide the
aid contemplated by the Financial Plan and to take various other actions to assist the City; the ability of the
Health and Hospitals Corporation, the Board of Education and other such agencies to maintain balanced budgets;
the willingness of the Federal government to provide the amount of Federal aid contemplated in the Financial
Plan; the impact on City revenues and expenditures of Federal and State welfare reform and any future legislation
affecting Medicare or other entitlement programs; adoption of the City's budgets by the City Council in
substantially the forms submitted by the Mayor; the ability of the City to implement cost reduction initiatives,
and the success with which the City controls expenditures; the impact of conditions in the real estate market on
real estate tax revenues; the City's ability to market its securities successfully in the public credit markets;
and unanticipated expenditures that may be incurred as a result of the need to maintain the City's
infrastructure.

         The Financial Plan further includes a proposed discretionary transfer in the 2002 fiscal year of $375
million to pay debt service due in 2003.  In addition, the Financial Plan reflects proposed tax reductions in
fiscal years 2002 through 2005, including a proposed additional 25% reduction in the personal income tax 14%
surcharge; an increase in the taxable threshold for the commercial rent tax; an extension of tax reductions for
owners of cooperative and condominium apartments; and an extension of the Lower Manhattan Revitalization
Program.  All of these items except for the commercial rent tax reduction and the reduction in the personal
income tax surcharge require approval by the State Legislature.

         The Financial Plan does not make any provision for wage increases other than the pay increases discussed
above, or for increased pension expenditures due to any investment losses in fiscal year 2002.

         On October 4, 2001, the City Comptroller released a report proposing a framework for assessing the
impact of the events of September 11 on the City's economy and tax revenues.  In the report, the City Comptroller
estimated that job losses for fiscal year 2002 could total 115,300, some of which may be replaced by activity
relating to clean-up, repair and reconstruction.  In addition, the report estimated that the risk to the City
budget from lost revenues resulting from the events of September 11 is $738 million for fiscal year 2002 and $567
million for fiscal year 2003, for a total of $1.3 billion for the two fiscal years.  The aggregate $1.3 billion
of projected lost revenues includes $473 million from sales and hotel taxes, $284 million from business taxes,
$195 million from property taxes and $162 million from personal income taxes, as well as projected lost revenues
relating to the commercial rent tax, parking violations and airport fees.  The report noted that its estimates
are preliminary and will be revised as additional information becomes available.  It can be expected that other
reports and statements, which will provide varying assessments of the impact of the events of September 11 on the
City's economy and tax revenues, will continue to be issued.


         Various actions proposed in the Financial Plan are uncertain.  If these measures cannot be implemented,
the City will be required to take other actions to decrease expenditures or increase revenues to maintain a
balanced financial plan.  In addition, the economic and financial condition of the City may be affected by
various financial, social, economic and other factors which could have a material effect on the City.

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


         |X|  Ratings of the City's  Bonds.  As of  December  12,  2001,  Moody's,  S&P and Fitch  rated the City's
general  obligations bonds A2, A and A+,  respectively.  These ratings reflect only the views of Moody's,  Standard
& Poor's and Fitch from which an  explanation  of the  significance  of such ratings may be  obtained.  There is no
assurance  that those ratings will continue for any given period of time or that they will not be revised  downward
or withdrawn  entirely.  Any downward  revision or withdrawal  could have an adverse effect on the market prices of
the City's  bonds.  On July 16, 1998,  S&P revised its rating of City bonds to "A-" from  "BBB+." On September  13,
2000,  S&P  revised  its rating of City Bonds  upward to "A."  Moody's  rating of City bonds was  revised in August
2000 to "A2" from "A3." On March 8, 1999,  Fitch  revised  its rating of City bonds  upward to "A" from "A-" and on
September 15, 2000, Fitch revised its rating to "A+."  On November 16, 2001, Moody's revised its outlook on City
bonds to negative from uncertain.  The revised outlook reflects the disruptive effects of the World Trade Center
tragedy on the City's economy, the effects of the national economic recession that evidenced strain on the
critical financial services sector even prior to September 11, and projections of resultant current year and
outyear revenue loss and spending increases attributable to these events.
         |X|  The City's Outstanding Indebtedness.  As of September 30, 2001, the City and the Municipal
Assistance Corporation for the City of New York had, respectively, $25.617 billion and $2.140 billion of
outstanding net long-term debt.

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

Pending  Litigation.  The City is a  defendant  in  lawsuits  pertaining  to  material  matters,  including  claims
asserted that are incidental to performing  routine  governmental  and other functions.  That litigation  includes,
but is  not  limited  to,  actions  commenced  and  claims  asserted  against  the  City  arising  out  of  alleged
constitutional   violations,   torts,  breaches  of  contract,   and  other  violations  of  law  and  condemnation
proceedings.  While the ultimate  outcome and fiscal  impact,  if any, on the City of such  proceedings  and claims
are not currently  predictable,  adverse  determinations in certain of them might have material adverse effect upon
the City's  ability to carry out the  Financial  Plan.  For the fiscal year ended on June 30,  2001,  the City paid
$594.8  million  for  judgments  and  claims.  Expenditures  for fiscal  year 2002 are  projected  to reach  $309.5
million.  The  Financial  Plan  includes  provisions  for the payment of  judgments  and claims of $325.7  million,
$345.7  million and $369.2 million for the 2003 through 2005 fiscal years,  respectively.  As of June 30, 2001, the
City estimates its potential future liability for outstanding claims against it to be approximately $4.2 billion.


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

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

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

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

         |X|  Inverse Floaters and Other Derivative Investments. "Inverse floaters" are municipal obligations on
which the interest rates typically fall as market rates increase and increase as market rates fall. Changes in
market interest rates or the floating rate of the security inversely affect the residual interest rate of an
inverse floater. As a result, the price of an inverse floater will be considerably more volatile than that of a
fixed-rate obligation when interest rates change.

         To provide investment leverage, a municipal issuer might decide to issue two variable rate obligations
instead of a single long-term, fixed-rate bond. For example, the interest rate on one obligation reflects
short-term interest rates. The interest rate on the other instrument, the inverse floater, reflects the
approximate rate the issuer would have paid on a fixed-rate bond, multiplied by a factor of two, minus the rate
paid on the short-term instrument. The two portions may be recombined to create a fixed-rate bond. The Manager
might acquire both portions of that type of offering, to reduce the effect of the volatility of the individual
securities. This provides the Manager with a flexible portfolio management tool to vary the degree of investment
leverage efficiently under different market conditions. The Fund can invest up to 5% of its total assets in
inverse floaters.

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

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

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


         |X|  "When-Issued" and "Delayed-Delivery" Transactions. As stated in the Prospectus, the Fund can
purchase securities, up to 10% of the Fund's net assets, on a "when-issued" basis, and may purchase or sell such
securities on a "delayed-delivery" (or "forward commitment") basis. "When-issued" or "delayed-delivery" refers to
securities whose terms and indenture have been created. A market exists for the securities, but they are not
available for immediate delivery.


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

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

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

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

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

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

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

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

         |X|  Puts and Standby Commitments. The Fund can acquire "stand-by commitments" or "puts" with respect to
municipal securities to enhance portfolio liquidity and to try to reduce the average effective portfolio
maturity. These arrangements give the Fund the right to sell the securities at a set price on demand to the
issuing broker-dealer or bank. However, securities having this feature may have a relatively lower interest rate.

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

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

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

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

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


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


         The majority of these transactions run from day to day. Delivery pursuant to resale typically will occur
within one to five days of the purchase. Repurchase agreements having a maturity beyond seven days are subject to
the Fund's limits on holding illiquid investments. The Fund cannot invest more than 20% of its total assets in
taxable repurchase agreements offering taxable income.

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

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

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

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


         |X|  Borrowing for Leverage. The Fund has the ability to borrow from banks on an unsecured basis in
amounts limited (as a fundamental policy) to a maximum of 10% of its total assets, to invest the borrowed funds
in portfolio securities. This technique is known as "leverage." The Fund may borrow only from banks. As a
fundamental policy, borrowings can be made only to the extent that the value of the Fund's assets, less its
liabilities other than borrowings, is equal to at least 300% of all borrowings (including the proposed
borrowing). If the value of the Fund's assets fails to meet this 300% asset coverage requirement, the Fund is
required to reduce its bank debt within three days to meet the requirement. To do so, the Fund might have to sell
a portion of its investments at a disadvantageous time.


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

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

         |X|  Investments in Other Investment Companies. On a temporary basis, the Fund can invest up to 5% of
its total assets in shares of other investment companies that have an investment objective of seeking income
exempt from federal, New York State and New York City personal income taxes. It can invest up to 5% of its total
assets in any one investment company (but cannot own more than 3% of the outstanding voting stock of that
company). These limits do not apply to shares acquired in a merger, consolidation, reorganization or acquisition
of another investment company. Because the Fund would be subject to its ratable share of the other investment
company's expenses, the Fund will not make these investments unless the Manager believes that the potential
investment benefits justify the added costs and expenses.
         |X|  Hedging. The Fund can use hedging to attempt to protect against declines in the market value of its
portfolio, to permit the Fund to retain unrealized gains in the value of portfolio securities that have
appreciated, or to facilitate selling securities for investment reasons. To do so the Fund could:
o        buy puts on securities, or
o        write covered calls on securities. Covered calls can also be written on debt securities to attempt to
                  increase the Fund's income, but that income would not be tax-exempt. Therefore it is unlikely
                  that the Fund would write covered calls for that purpose.

         The Fund is not obligated to use hedging instruments, even though it is permitted to use them in the
Manager's discretion, as described below. The particular options the Fund can use are described below. The Fund
may employ other hedging instruments and strategies in the future, if those investment methods are consistent
with the Fund's investment objective, are permissible under applicable regulations governing the Fund and are
approved by the Fund's Board of Trustees.

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

o        Writing Covered Call Options. The Fund can write (that is, sell) call options. The Fund's call writing
is subject to a number of restrictions:
(1)      Calls the Fund sells must be listed on a national securities exchange.
(2)      Each call the Fund writes must be "covered" while it is outstanding. That means the Fund must own the
                           investment on which the call was written.

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

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

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

                      Purchasing Calls and Puts. The Fund may buy calls only to close out a call it has written,
as discussed above. Calls the Fund buys must be listed on a securities exchange. A call or put option may not be
purchased if the purchase would cause the value of all the Fund's put and call options to exceed 5% of its total
assets.

         The Fund may buy only those puts that relate to securities that the Fund owns or broadly-based municipal
bond indices. The Fund may not sell puts other than puts it has previously purchased, to close out a position.

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

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

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

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

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

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

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

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

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

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

Investment Restrictions

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

         The Fund's investment objective is not a fundamental policy, but will not be changed without approval by
the Fund's Board of Trustees and notice to shareholders. Other policies described in the Prospectus or this
Statement of Additional Information are "fundamental" only if they are identified as such. The Fund's Board of
Trustees can change non-fundamental policies without shareholder approval. However, significant changes to
investment policies will be described in supplements or updates to the Prospectus or this Statement of Additional
Information, as appropriate. The Fund's most significant investment policies are described in the Prospectus.

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

o        The Fund cannot invest in common stocks, preferred stocks, warrants or other equity securities.

o        The Fund cannot make loans to others except in accordance with the Fund's investment objective and
policies. The Fund can also enter into contracts that compensate service providers by means of compensating
balances.

o        The Fund cannot mortgage or pledge any of its assets, and the Fund can borrow money only from a bank for
temporary or emergency purposes or for investment purposes in amounts not exceeding 10% of its total assets. When
borrowings are made for investment purposes, the Fund must comply with the provisions of the Investment Company
Act that require the Fund to maintain asset coverage of at least 300% of all such borrowings. If asset coverage
should fall below 300%, the Fund will be required to reduce its borrowings within three days to the extent needed
to meet the 300% asset coverage requirement.

o        The Fund cannot purchase the securities of any issuer if the Fund would then own more than 10% of the
voting securities of that issuer.

o        The Fund cannot invest more than 25% of its assets in any industry or industries. However, the Fund can
invest more than 25% of its assets in obligations issued or guaranteed by the U.S. government or its agencies or
instrumentalities. Industrial revenue bonds whose interest and principal payments are the responsibility of
companies within the same industry are grouped together as an "industry" for the purpose of this restriction.

o        The Fund cannot purchase or sell real estate, real estate investment trusto           securities,
commodities, commodity contracts, or oil or gas interests. However, the Fund can invest in municipal securities
that are secured by real estate or interests in real estate.

o        The Fund cannot invest in companies for the purpose of exercising control or management.
o        The Fund cannot sell securities short, purchase securities on margin, or write put options. The Fund can
purchase securities that have puts attached.

o        The Fund cannot underwrite securities of other issuers. A permitted exception is in case the purchase of
municipal obligations in accordance with the Fund's investment objective and policies is deemed to be an
underwriting, whether the Fund buys the securities directly from the issuer or from an underwriter for an issuer.

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

o        The Fund cannot issue "senior securities."

              On November 10, 1998, the Board of Trustees of the Fund changed the Fund's classification under the
Investment Company Act from "non-diversified" to "diversified." That change did not require the approval of
shareholders. In making that change, the Fund has adopted an operating policy on diversification of its
investments (which amplifies the restriction, stated above against owning more than 10% of the voting securities
of any issuer). This policy cannot be changed without the approval of shareholders as in the case of a
"fundamental" policy. Under this policy,

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

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


         |X|  Does the Fund Have Any Restrictions That Are Not Fundamental? The Fund operates under certain
investment restrictions which are non-fundamental investment policies of the Fund and which can be changed by the
Board without shareholder approval. These restrictions provide that:


              In carrying out its policy prohibiting concentration of its assets, the Fund has an operating
policy that the Fund cannot invest 25% or more of its assets in any particular industry or group of related
industries. Subject to the Fund's policy on concentration, the Fund may invest more than 25% of its total assets
in a particular segment of the municipal securities market, such as general obligation bonds, pollution control
bonds, hospital bonds or any other industry segment listed in Appendix B to this Statement of Additional
Information. In that case, economic, business, political or other events affecting that segment or an issuer in
that segment might affect the value of other bonds of issuers in the same segment and therefore would increase
the Fund's exposure to market risks.


o






              In applying its policy prohibiting the issuance of senior securities, the Fund interprets that
policy not to prohibit certain investment activities for which assets of the Fund are designated as segregated to
cover the related obligations. Examples of those activities include borrowing money, repurchase agreements,
delayed-delivery and when-issued transactions and contracts to buy or sell derivatives.

o        For the purposes of the Fund's policy regarding minimum investments in the tax-exempt securities, the
minimum investment requirement is based on net assets plus borrowings used for investment purposes.


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


How the Fund Is Managed

Organization and History. The Fund is a series of Rochester Portfolio Series, which was organized in June 1991 as
a Massachusetts business trust (the trust is referred to in this section as the "Fund's parent Trust" or the
"Trust"). The Trust is an open-end, diversified management investment company with an unlimited number of
authorized shares of beneficial interest The Fund is currently the only series of the Trust.

         The Fund and its parent Trust are 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 (and the Trust's) activities, review its performance, and review the actions of the Manager.


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

         The Fund currently has four classes of shares: Class A, Class B, Class C and Class X. Class X shares are
no longer offered for sale. They are described below in "Classes of Shares." Each class of shares:
o        has its own dividends and distributions,
o        pays certain expenses which may be different for the different classes,
o        may have a different net asset value,
o        may have separate voting rights on matters in which interests of one class are different from interests

              of another class, and
o        votes as a class on matters that affect that class alone.


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

         |X| Meetings of Shareholders.  As a Massachusetts business trust, the Trust is not required to hold, and
does not plan to hold, regular annual meetings of shareholders. The Trust will hold meetings when required to do
so by the 1940 Act or other applicable law. It will also do so when a shareholder meeting is called by the
Trustees or upon proper request of the shareholders.


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


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

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

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

         The Board of Trustees has an Audit Committee.  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 auditors
concerning the Fund's internal accounting procedures and controls, and reviews reports of the Manager's internal
auditor.  The members of the Audit Committee are Paul Clinton (Chairman), Thomas Courtney, Robert Galli, Lacy
Herrmann and Brian Wruble.  The Audit Committee met three times during the Fund's fiscal year ended December 31,
2001.

Trustees and Officers of the Fund.  The Fund's Trustees and officers and their positions held with the Fund and
length of service in such position(s) and the principal occupations and business affiliations during the past
five years are listed below.  Each of the Trustees is an "Independent Trustee," as defined in the 1940 Act.  The
information for the Trustees also includes the dollar range of shares of the Fund as well as the aggregate dollar
range of shares of the Board III Funds beneficially owned by the Trustee.  All information is as of December 31,
                                                                                              (referred to as       Rochester Portfolio Series, a series fund having one series:
"Board III Funds"):                                                                                                   Limited-Term New York Municipal Fund

Oppenheimer Quest For Value Funds, a series fund having the following series:
  Oppenheimer Small Cap Value Fund,                                                                                 Bond Fund Series, a series fund having one series:
  Oppenheimer Quest Balanced Value Fund and                Oppenheimer Convertible Securities Fund
  Oppenheimer Quest Opportunity Value Fund                                                                          Rochester Fund Municipals
Oppenheimer Quest Global Value Fund, Inc.                                                                           Oppenheimer MidCap Fund
Oppenheimer Quest Capital Value Fund, Inc.               Oppenheimer Quest Value Fund, Inc.

         In addition to being a director or trustee of the Board III Funds, Mr. Galli is also a director or
trustee of 31 other portfolios in the Oppenheimer Funds complex.

      Messrs. Murphy, Fielding, Molleur, Tanner, Wixted and Zack and Mses. Feld and Ives who are officers of the
Fund, respectively hold the same offices of one or more of the other Board III Funds as with the Fund. As of
April 1, 2002, the Trustees and officers of the Fund as a group owned less than 1% of the outstanding shares of
the Fund. However, the Trustees and officers of the Fund as a group owned more than 1% of the outstanding shares
of Class A 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 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 or Distributor of the Board III Funds or any person directly
or indirectly controlling, controlled by or under common control with the Manager or Distributor.

Independent Trustees


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

                                                                                            Dollar        Aggregate
Name, Address,3 Age,                                                                       Range of    Dollar Range of
Position(s) Held with   Principal   Occupation(s)   During   Past  5   Years   /   Other    Shares     Shares Owned in
Fund and Length of      Trusteeships/Directorships   Held  by   Trustee   /  Number   of   Owned in       any of the
Service4                Portfolios in Fund Complex Overseen by Trustee                     the Fund    Board III Funds

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

Thomas W. Courtney,     Principal of Courtney  Associates,  Inc. (venture capital firm);     None         $10,001 -
Chairman of the Board   former General Partner of Trivest Venture Fund (private  venture
of Trustees, Trustee    capital  fund);   former  President  of  Investment   Counseling
since 1996              Federated  Investors,  Inc.;  Trustee of Cash  Assets  Trust,  a
Age: 68                 money  market  fund;  Director of OCC Cash  Reserves,  Inc.  and
                        Trustee of OCC  Accumulation  Trust,  both of which are open-end                   $50,000
                        investment companies;  Trustee of four funds for Pacific Capital
                        and Tax Free Trust of  Arizona.  Oversees 10  portfolios  in the
                        OppenheimerFunds complex.

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

John Cannon, Trustee,   Director,  Neuberger  Berman Income Managers Trust,  Neuberger &     None         $10,001 -
since 1992              Berman  Income  Funds  and  Neuberger  Berman  Trust,   (1995  -
Age: 72.                present);   Neuberger  Berman  Equity  Funds  (November  2000  -
                        present);  Trustee,  Neuberger Berman Mutual Funds (October 1994
                        - present);  formerly Chairman and Treasurer,  CDC Associates, a
                        registered  investment  adviser (December 1993 - February 1996);                   $50,000
                        Independent   Consultant;    Chief   Investment   Officer,   CDC
                        Associates  (1996 - June 2000);  Consultant  and  director,  CDC
                        Associates  (December  1993 -  February  1999).  Oversees  three
                        portfolios in the OppenheimerFunds complex.

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

Paul Y. Clinton,        Principal  of Clinton  Management  Associates,  a financial  and
Trustee, since 1996     venture  capital   consulting  firm;  Trustee  of  Capital  Cash
Age: 70.                Management Trust, a money-market fund and Narragansett  Tax-Free
                        Fund, a  tax-exempt  bond fund;  Director of OCC Cash  Reserves,
                        Inc. and Trustee of OCC  Accumulation  Trust,  both of which are
                        open-end  investment  companies.  Formerly:  Director,  External
                        Affairs,  Kravco  Corporation,  a national real estate owner and
                        property management  corporation;  President of Essex Management     None       Over $100,000
                        Corporation,  a management consulting company; a general partner
                        of  Capital  Growth  Fund,  a  venture  capital  partnership;  a
                        general  partner of Essex  Limited  Partnership,  an  investment
                        partnership;  President of Geneve Corp., a venture capital fund;
                        Chairman of Woodland Capital Corp., a small business  investment
                        company;  and Vice  President  of W.R.  Grace & Co.  Oversees 10
                        portfolios in the OppenheimerFunds complex.

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

Robert G. Galli,        A Trustee or Director of other Oppenheimer funds.  Formerly Vice     None       Over $100,000
Trustee since 1996      Chairman  of  the  Manager   (October  1995  -  December  1997).
Age: 68                 Oversees 41 portfolios in the OppenheimerFunds complex.

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

Lacy B. Herrmann,       Chairman  and  Chief  Executive  Officer  of  Aquila  Management     None         $10,001 -
Trustee since 1996      Corporation,    the   sponsoring   organization   and   manager,
Age: 72                 administrator  and/or  sub-Adviser  to  the  following  open-end
                        investment companies,  and Chairman of the Board of Trustees and
                        President  of each:  Churchill  Cash  Reserves  Trust,  Aquila -
                        Cascadia  Equity  Fund,   Pacific  Capital  Cash  Assets  Trust,
                        Pacific  Capital  U.S.  Treasuries  Cash Assets  Trust,  Pacific
                        Capital   Tax-Free   Cash   Assets   Trust,   Prime  Cash  Fund,
                        Narragansett  Insured  Tax-Free  Income Fund,  Tax-Free Fund For
                        Utah,  Churchill  Tax-Free  Fund of Kentucky,  Tax-Free  Fund of
                        Colorado,  Tax-Free Trust of Oregon,  Tax-Free Trust of Arizona,
                        Hawaiian  Tax-Free Trust, and Aquila Rocky Mountain Equity Fund;
                        Vice President,  Director,  Secretary, and formerly Treasurer of                   $50,000
                        Aquila  Distributors,  Inc.,  distributor  of the  above  funds;
                        President  and Chairman of the Board of Trustees of Capital Cash
                        Management Trust ("CCMT"),  and an Officer and  Trustee/Director
                        of its  predecessors;  President and Director of STCM Management
                        Company, Inc., sponsor and adviser to CCMT; Chairman,  President
                        and  a  Director  of  InCap  Management  Corporation,   formerly
                        sub-adviser and  administrator of Prime Cash Fund and Short Term
                        Asset  Reserves;  Director  of  OCC  Cash  Reserves,  Inc.,  and
                        Trustee of OCC  Accumulation  Trust,  both of which are open-end
                        investment  companies;  Trustee  Emeritus  of Brown  University.
                        Oversees 10 portfolios in the OppenheimerFunds complex.

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

Brian Wruble, Trustee   Special   Limited   Partner  (since  January  1999)  of  Odyssey   $10,001 -      $50,001 -
since 2001              Investment  Partners,  LLC (private equity investment);  General
Age: 59                 Partner (since September 1996) of Odyssey Partners,  L.P. (hedge
                        fund in  distribution  since 1/1/97);  Director (since May 2000)
                        of Ray & Berendtson,  Inc.  (executive  search  firm);  Board of
                        Governing   Trustees   (since   August   1990)  of  The  Jackson
                        Laboratory  (non-profit);  Trustee (since May 1992) of Institute    $50,000        $100,000
                        for Advanced Study (educational  institute);  Trustee (since May
                        2000)  of  Research  Foundation  of AIMR  (investment  research,
                        non-profit);  formerly Governor, Jerome Levy Economics Institute
                        of Bard College  (economics  research)  (August 1990 - September
                        2001). Oversees 10 portfolios in the OppenheimerFunds complex.

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


Officers of the Fund


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

Name, Address,5 Age, Position(s) Held       Principal Occupation(s) During Past 5 Years
with Fund and Length of Time Served6

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

Ronald H. Fielding,                         Senior Vice President (since January 1996) of the Manager;  Chairman of the
Vice President and Portfolio Manager        Rochester  Division of the Manager  (since  January  1996);  an officer and
(since 1996)                                portfolio manager of other Oppenheimer  funds; prior to joining the Manager
Age: 53                                     in January  1996,  he was  President  and a director of  Rochester  Capital
                                            Advisors,  Inc. (1993 - 1995), the Fund's prior investment advisor,  and of
                                            Rochester Fund Services,  Inc. (1986 - 1995), the Fund's prior distributor;
                                            President  and a trustee of Limited  Term New York  Municipal  Fund (1991 -
                                            1995),  Oppenheimer Convertible Securities Fund (1986 - 1995) and Rochester
                                            Fund  Municipals  (1986 - 1995);  President and a director of Rochester Tax
                                            Managed Fund, Inc. (1982 - 1995) and of Fielding Management  Company,  Inc.
                                            (1982 - 1995), an investment advisor.

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

Anthony A. Tanner,                          Vice  President of the  Rochester  Division of the Manager  (since  January
Vice President (since 2002) and Portfolio   1996);  an  officer  and  portfolio  manager  of other  Oppenheimer  funds;
Manager (since 1996)                        formerly Vice  President of Research of Rochester  Capital  Advisors,  Inc.
Age: 41                                     and Fielding Management Company, Inc. (1991 - December 1995).

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

John V. Murphy,                             Chairman,  Chief  Executive  Officer  and  director  (since  June 2001) and
President (since October 2001)              President  (since  September 2000) of the Manager;  President and a trustee
Age: 52                                     of 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;   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  following  investment  advisory  subsidiaries  of the Manager:  OAM
                                            Institutional,  Inc. and Centennial  Asset  Management  Corporation  (since
                                            November 2001),  HarbourView  Asset Management  Corporation and OFI Private
                                            Investments,  Inc.  (since July 2002);  President  (since November 1, 2001)
                                            and a director  (since  July 2001) of  Oppenheimer  Real Asset  Management,
                                            Inc., an investment  advisor  subsidiary of the Manager;  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 DBL  Acquisition  Corporation;  formerly Chief  Operating  Officer
                                            (from  September  2000 to June 2001) of the Manager;  President and trustee
                                            (from  November 1999 to November  2001) of MML Series  Investment  Fund and
                                            MassMutual  Institutional Funds, open-end investment companies;  a director
                                            (from  September  1999 to  August  2000) of C.M.  Life  Insurance  Company;
                                            President,  Chief  Executive  Officer and director (from  September 1999 to
                                            August  2000) of MML Bay State Life  Insurance  Company;  a director  (from
                                            June 1989 to June 1998) of Emerald Isle Bancorp and Hibernia  Savings Bank,
                                            wholly-owned subsidiary of Emerald Isle Bancorp.  Oversees 63 portfolios in
                                            the OppenheimerFunds complex.

------------------------------------------- ----------------------------------------------------------------------------
------------------------------------------- ----------------------------------------------------------------------------
Brian W. Wixted,                            Senior Vice  President  and  Treasurer  (since  March 1999) of the Manager;
Treasurer, Principal Financial and          Treasurer (since March 1999) of HarbourView  Asset Management  Corporation,
Accounting Officer (since April 1999)       Shareholder Services,  Inc., Oppenheimer Real Asset Management Corporation,
Age: 42                                     Shareholder  Financial Services,  Inc.,  Oppenheimer  Partnership Holdings,
                                            Inc., OFI Private  Investments,  Inc. (since March 2000),  OppenheimerFunds
                                            International  Ltd. and Oppenheimer  Millennium Funds plc (since May 2000),
                                            offshore   fund   management   subsidiaries   of  the   Manager,   and  OAM
                                            Institutional,   Inc.  (since   November  2000),  an  investment   advisory
                                            subsidiary 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);  an officer
                                            of  other  Oppenheimer  funds;   formerly  Principal  and  Chief  Operating
                                            Officer,  Bankers Trust Company - Mutual Fund Services Division (March 1995
                                            - March 1999).
------------------------------------------- ----------------------------------------------------------------------------
------------------------------------------- ----------------------------------------------------------------------------
Robert G. Zack,                             Senior Vice President  (since May 1985) and General Counsel (since February
Secretary (since November 1, 2001)          2002) of the Manager;  Assistant  Secretary of Shareholder  Services,  Inc.
Age: 53                                     (since May 1985),  Shareholder  Financial  Services,  Inc.  (since November
                                            1989);  OppenheimerFunds  International  Ltd.  and  Oppenheimer  Millennium
                                            Funds plc (since  October  1997);  an officer of other  Oppenheimer  funds;
                                            formerly,   Acting  General  Counsel  (November   2001-February  2002)  and
                                            Associate General Counsel (1984 - October 2001)
------------------------------------------- ----------------------------------------------------------------------------
------------------------------------------- ----------------------------------------------------------------------------
Denis R. Molleur, Assistant Secretary       Vice  President  and Senior  Counsel of the Manager  (since July 1999);  an
(since December 2001)                       officer  of  other  Oppenheimer  funds;   formerly  a  Vice  President  and
Age: 44                                     Associate Counsel of the Manager (September 1995 - July 1999).
------------------------------------------- ----------------------------------------------------------------------------
------------------------------------------- ----------------------------------------------------------------------------
Katherine P. Feld, Assistant Secretary      Vice  President  and Senior  Counsel of the Manager  (since July 1999);  an
(since December 2001)                       officer  of  other  Oppenheimer  funds;   formerly  a  Vice  President  and
Age: 43                                     Associate Counsel of the Manager (June 1990 - July 1999).
------------------------------------------- ----------------------------------------------------------------------------
------------------------------------------- ----------------------------------------------------------------------------
Kathleen T. Ives, Assistant Secretary       Vice President and Assistant  Counsel of the Manager (since June 1998);  an
(since December 2001)                       officer of other  Oppenheimer  funds;  formerly an Assistant Vice President
Age: 36                                     and  Assistant  Counsel  of the  Manager  (August  1997 - June  1998);  and
                                            Assistant Counsel of the Manager (August 1994-August 1997).
------------------------------------------- ----------------------------------------------------------------------------

         |X|  Remuneration of Trustees. The officers of the Fund who are affiliated with the Manager receive no
salary or fee from the Fund. The Trustees of the Fund received the compensation shown below from the Fund with
respect to the Fund's fiscal year ended December 31, 2001. The compensation from all of the Board III Funds
(including the Fund) represents compensation received as a director, trustee or member of a committee of the
boards of those funds during the calendar year 2001.








-------------------------------------------- ------------------------ ----------------------- ------------------------
Trustee Name and Other Fund Position(s)      Aggregate Compensation         Retirement                 Total
                                                                             Benefits              Compensation
                                                                         Accrued as Part             From All
                                                                             of Fund              Board III Funds
(as applicable)                                    from Fund1               Expenses1               (10 Funds)2
-------------------------------------------- ------------------------ ----------------------- ------------------------
-------------------------------------------- ------------------------ ----------------------- ------------------------
John Cannon                                          $2,952                    None                   $37,414
-------------------------------------------- ------------------------ ----------------------- ------------------------
-------------------------------------------- ------------------------ ----------------------- ------------------------
Paul Y. Clinton                                      $7,661                    None                   $97,126
-------------------------------------------- ------------------------ ----------------------- ------------------------
-------------------------------------------- ------------------------ ----------------------- ------------------------
Thomas W. Courtney                                   $7,661                    None                   $97,126
-------------------------------------------- ------------------------ ----------------------- ------------------------
-------------------------------------------- ------------------------ ----------------------- ------------------------
Robert G. Galli3                                     $7,661                    None                  $202,886
-------------------------------------------- ------------------------ ----------------------- ------------------------
-------------------------------------------- ------------------------ ----------------------- ------------------------
Lacy B. Herrmann                                     $7,661                    None                   $97,126
-------------------------------------------- ------------------------ ----------------------- ------------------------
-------------------------------------------- ------------------------ ----------------------- ------------------------
Brian Wruble4                                        $4,674                    None                   $59,250
-------------------------------------------- ------------------------ ----------------------- ------------------------
* Effective  March 31, 2001,  George Loft resigned as a Trustee of the Fund. For the fiscal year ended December 31,
2001 Mr. Loft received $2,988  aggregate  compensation  from the Fund, and for the calendar year ended December 31,
2001 Mr. Loft received $37,876 total compensation from all Board III funds.
1.       For  the  fiscal  year  ended  December  31,  2001.   Aggregate   compensation   includes  fees,  deferred
     compensation,  if any, and retirement  plan benefits  accrued for a Trustee.  No retirement  benefit  expenses
     were allocated to the Fund for fiscal year ended December 31, 2001.
2.       For the 2001 calendar year.
3.       Total  compensation for the 2001 calendar year includes  $105,760  compensation  received for serving as a
     Trustee or Director of 33 Oppenheimer funds other than Board III Funds.
4.       Elected to the board on 4/01/01.
Retirement Plan for Trustees. The Fund has adopted a retirement plan that provides for payments to retired
Trustees. Payments are up to 80% of the average compensation paid during a Trustee's five years of service in
which the highest compensation was received. A Trustee must serve as Trustee for any of the Oppenheimer
Quest/Rochester/MidCap funds listed above for at least 15 years to be eligible for the maximum payment. Each
Trustee's retirement benefits will depend on the amount of the Trustee's future compensation and length of
service. Therefore the amount of those benefits cannot be determined at this time, nor can we estimate the number
of years of credited service that will be used to determine those benefits.

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

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

         |X|  Major Shareholders. As of April 1, 2002, the only person who owned of record or who were known by
the Fund to own beneficially 5% or more of any class of the Fund's outstanding shares was:

         Merrill Lynch Pierce Fenner & Smith Inc. 4800 Deer Lake Drive East, Floor 3, Jacksonville, Florida
         32246, which owned 57,205,360.489 Class A shares (representing 14.79% of the Class A shares then
         outstanding); 9,668,276.873 Class B shares (representing 15.56% of the Class B shares then outstanding;
         35,834,262.629 Class C shares (representing 28.40% of the Class C shares then outstanding); and
         1,776,635.507 Class X shares (representing 26.43% of the Class X shares then outstanding), for the
         benefit of its customers.

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

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


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

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

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

         The investment advisory agreement states that in the absence of willful misfeasance, bad faith, gross
negligence in the performance of its duties, or reckless disregard for its obligations and duties under the
investment advisory agreement, the Manager is not liable for any loss the Fund sustains by reason of good faith
errors or omissions on its part with respect to any of its duties under the agreement. The agreement permits the
Manager to act as investment advisor for any other person, firm or corporation and to use the name "Oppenheimer"
in connection with other investment companies for which it may act as investment advisor or general distributor.

o        Accounting and Record-Keeping Services. The Manager provides accounting and record-keeping services to
the Fund pursuant to an Accounting and Administration Agreement approved by the Board of Trustees. Under that
agreement, the Manager maintains the general ledger accounts and records relating to the Fund's business and
calculates the daily net asset values of the Fund's shares.









---------------------- ----------------------------------------------- -----------------------------------------------
  Fiscal Year Ended    Management Fee Paid to OppenheimerFunds, Inc.     Accounting and Administrative Services Fee
        12/31                                                                  Paid to OppenheimerFunds, Inc.
---------------------- ----------------------------------------------- -----------------------------------------------
---------------------- ----------------------------------------------- -----------------------------------------------
        1999                             $5,372,033                                       $392,771
---------------------- ----------------------------------------------- -----------------------------------------------
---------------------- ----------------------------------------------- -----------------------------------------------
        2000                             $4,863,251                                       $354,630
---------------------- ----------------------------------------------- -----------------------------------------------
---------------------- ----------------------------------------------- -----------------------------------------------
        2001                             $5,333,664                                      $389,8931
---------------------- ----------------------------------------------- -----------------------------------------------

              |X| Annual Approval of Investment Advisory Agreement. 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
1940 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 also receives information about the 12b-1 distribution fees the Fund pays.  These distribution
fees are reviewed and approved at a different time of the year.

         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 General Distributor and 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.

         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 Agreement, including the investment advisory fee, in light of all of the surrounding circumstances.


Brokerage Policies of the Fund

Brokerage Provisions of the Investment Advisory Agreement. One of the duties of the Manager under the investment
advisory agreement is to buy and sell portfolio securities for the Fund. The investment advisory agreement allows
the Manager to use broker-dealers to effect the Fund's portfolio transactions. Under the agreement, the Manager
may employ those broker-dealers (including "affiliated" brokers, as that term is defined in the Investment
Company Act) that, the Manager thinks in its best judgment based on all relevant factors, will implement the
Fund's policy to obtain, at reasonable expense, the "best execution" of portfolio transactions. "Best execution"
refers to prompt and reliable execution at the most favorable price obtainable. The Manager need not seek
competitive commission bidding. However, the Manager is expected to minimize the commissions paid to the extent
consistent with the interest and policies of the Fund as established by its Board of Trustees.

         Under the investment advisory agreement, the Manager may select brokers that provide brokerage and/or
research services for the Fund and/or the other accounts over which the Manager or its affiliates have investment
discretion. The commissions paid to such brokers may be higher than another qualified broker would charge, if the
Manager makes a good faith determination that the commission is fair and reasonable in relation to the services
provided. Subject to those other considerations, as a factor in selecting brokers for the Fund's portfolio
transactions, the Manager may also consider sales of shares of the Fund and other investment companies managed by
the Manager or its affiliates.

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

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

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


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

         The investment advisory agreement permits the Manager to allocate brokerage for research services. The
research services provided by a particular broker may be useful only to one or more of the advisory accounts of
the Manager and its affiliates. Investment research received by the Manager for the commissions paid by those
other accounts may be useful both to the Fund and one or more of the Manager's other accounts. Investment
research services may be supplied to the Manager by a third party at the instance of a broker through which
trades are placed. Investment research services include information and analysis on particular companies and
industries as well as market or economic trends and portfolio strategy, market quotations for portfolio
evaluations, information systems, computer hardware and similar products and services. If a research service also
assists the Manager in a non-research capacity (such as bookkeeping or other administrative functions), then only
the percentage or component that provides assistance to the Manager in the investment decision-making process may
be paid in commission dollars.

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






              -------------------------------- -----------------------------------------------------------
                  Fiscal Year Ended 12/31            Total Brokerage Commissions Paid by the Fund1
              -------------------------------- -----------------------------------------------------------
              -------------------------------- -----------------------------------------------------------
                           1999                                           None
              -------------------------------- -----------------------------------------------------------
              -------------------------------- -----------------------------------------------------------
                           2000                                           None
              -------------------------------- -----------------------------------------------------------
              -------------------------------- -----------------------------------------------------------
                           2001                                           None
              -------------------------------- -----------------------------------------------------------
1.       Amounts do not include spreads or concessions on principal amounts on a net trade basis.

Distribution and Service Plans

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

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

  ------------- ------------------ ------------------- -------------------- ------------------- -------------------
  Fiscal Year   Aggregate          Class A Front-End   Concessions on       Concessions on      Concessions on
                Front-End Sales    Sales Charges       Class A Shares       Class B Shares      Class C Shares
                Charges on Class   Retained by         Advanced by          Advanced by         Advanced by
  Ended 12/31:  A Shares           Distributor         Distributor1         Distributor1        Distributor1
  ------------- ------------------ ------------------- -------------------- ------------------- -------------------
  ------------- ------------------ ------------------- -------------------- ------------------- -------------------
      1999         $3,235,381           $366,186           $1,785,574            $881,649            $602,450
  ------------- ------------------ ------------------- -------------------- ------------------- -------------------
  ------------- ------------------ ------------------- -------------------- ------------------- -------------------
      2000          $714,491            $151,709            $120,470             $367,648            $140,072
  ------------- ------------------ ------------------- -------------------- ------------------- -------------------
  ------------- ------------------ ------------------- -------------------- ------------------- -------------------
      2001         $3,175,203           $580,635            $532,158            $1,801,030          $1,714,796
  ------------- ------------------ ------------------- -------------------- ------------------- -------------------
1.       The Distributor advances concession payments to dealers for certain sales of Class A shares and for
     sales of Class B and Class C shares from its own resources at the time of sale. During the fiscal year ended
     12/31/97, the Fund also offered Class X shares (previously designated as Class B shares). The Fund ceased to
     offer Class X shares after January 5, 1998. The concessions advanced by the Distributor on sales of Class X
     shares during 2001 was $1,400.

------------------- ----------------------- ----------------------- ----------------------- -----------------------
Fiscal Year         Class A Contingent      Class B Contingent      Class C Contingent      Class X Contingent
                    Deferred Sales          Deferred Sales          Deferred Sales          Deferred Sales Charge
                    Charges Retained by     Charges Retained        Charges Retained by     Retained by
Ended 12/31:        Distributor             by Distributor          Distributor             Distributor
------------------- ----------------------- ----------------------- ----------------------- -----------------------
------------------- ----------------------- ----------------------- ----------------------- -----------------------
       2001                $26,204                 $205,542                $39,182                  $3,703
------------------- ----------------------- ----------------------- ----------------------- -----------------------

Distribution and Service Plans. The Fund has adopted a Service Plan for its Class A shares and Distribution and
Service Plans for its Class B, Class C and Class X shares under Rule 12b-1 of the Investment Company Act. Under
those plans, the Fund makes payments to the Distributor in connection with the distribution and/or servicing of
the shares of the particular class. Each plan has been approved by a vote of the Board of Trustees of the Fund,
including a majority of the Independent Trustees7, cast in person at a meeting called for the purpose of voting
on that plan.

         Under the plans the Manager and the Distributor may make payments to affiliates and, in their sole
discretion, from time to time may use their own resources (at no direct cost to the Fund) to make payments to
brokers, dealers or other financial institutions for distribution and administrative services they perform. The
Manager may use profits from the advisory fee it receives from the Fund. The Distributor and the Manager may, in
their sole discretion, increase or decrease the amount of payments they make to plan recipients from their own
resources.

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

         The Board and the Independent Trustees must approve all material amendments to a plan. An amendment to
increase materially the amount of payments to be made under the plan must be approved by shareholders of the
class affected by the amendment. Because Class B and Class X shares automatically convert into Class A shares
after six years, the Fund must obtain the approval of Class A as well as Class B and Class X shareholders for an
amendment to the Class A plan that would materially increase the amount to be paid under that plan. That approval
must be by a "majority" (as defined in the Investment Company Act) of the shares of each class, voting separately
by class.

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

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

         Under the plans for a class, no payment will be made to any recipient in any quarter in which the
aggregate net asset value of all Fund shares of that class held by the recipient for itself and its customers
does not exceed a minimum amount, if any, that may be set from time to time by a majority of the Fund's
Independent Trustees. Initially, the Board of Trustees has set the fees at the maximum rate allowed under the
Class A, Class B and Class C plans and has set no minimum asset amount needed to qualify for payments. The Class
X plan permits the Fund to pay an asset-based sales charge of up to 0.75% per year of average daily net assets
attributable to Class X shares, but the Board of Trustees has set that asset-based sales charge 0.50% per year of
the average daily net assets attributable to Class X shares.

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

         For the fiscal year ended December 31, 2001, payments under the Plan for Class A shares totaled
$2,417,500, all of which was paid by the Distributor to recipients. . That amount included $47,298 paid to an
affiliate of the Distributor. Any unreimbursed expenses the Distributor incurs with respect to Class A shares for
any fiscal year may not be recovered in subsequent years. The Distributor may not use payments received under the
Class A plan to pay any of its interest expenses, carrying charges, other financial costs, or allocation of
overhead.

         |X|  Class B, Class C and Class X Service and Distribution Plan Fees. Under each plan, service fees and
distribution fees are computed on the average of the net asset value of shares in the respective class,
determined as of the close of each regular business day during the period. The Class B, Class C and Class X plans
provide for the Distributor to be compensated at a flat rate, whether the Distributor's distribution expenses are
more or less than the amounts paid by the Fund under the plans during that period. The types of services that
recipients provide are similar to the services provided under the Class A service plan described above. Under the
Class X plan, the Distributor receives a service fee of 0.25% of the average annual net assets of Class X shares
and makes payments to plan recipients quarterly at an annual rate not to exceed 0.25% of the average net assets
of Class X shares held in accounts of the service providers or their customers.

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

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

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

----------------------------------------------------------------------------------------------------------------------
                        Distribution Fees Paid to the Distributor for the Year Ended 12/31/01
----------------------------------------------------------------------------------------------------------------------
------------------- --------------------- ---------------------- ---------------------------- ------------------------
Class:              Total Payments        Amount Retained by     Distributor's Aggregate      Distributor's
                                                                                              Unreimbursed Expenses
                                                                 Unreimbursed Expenses        as % of Net Assets of
                    Under Plan            Distributor            Under Plan                   Class
------------------- --------------------- ---------------------- ---------------------------- ------------------------
------------------- --------------------- ---------------------- ---------------------------- ------------------------
Class B Plan             $1,138,107             $853,2161                $2,973,970                    1.94%
------------------- --------------------- ---------------------- ---------------------------- ------------------------
------------------- --------------------- ---------------------- ---------------------------- ------------------------
Class C Plan             $1,500,628             $423,9842                $4,861,376                    1.86%
------------------- --------------------- ---------------------- ---------------------------- ------------------------
------------------- --------------------- ---------------------- ---------------------------- ------------------------
Class X Plan              $222,461              $148,5023                    N/A                        N/A
------------------- --------------------- ---------------------- ---------------------------- ------------------------
1.       Includes $1,775 paid to an affiliate of the Distributor's parent company.
2.       Includes $3,026 paid to an affiliate of the Distributor's parent company.
3.       Includes $804 paid to an affiliate of the Distributor's parent company.

         If a plan is terminated by the Fund, the Board of Trustees may allow the Fund to continue payments of
the asset-based sales charge to the Distributor for distributing shares before the plan was terminated. All
payments under the plans are subject to the limitations imposed by the Conduct Rules of the National Association
of Securities Dealers, Inc. on payments of asset-based sales charges and service fees to NASD members.


Performance of the Fund

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

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

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

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

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

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

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

         Standardized yield is calculated using the following formula set forth in rules adopted by the
Securities and Exchange Commission, designed to assure uniformity in the way that all funds calculate their
yields:
      Standardized Yield         = 2[(   a - b   +1)6       -1 ]
                                        --------
                                          cd

         The symbols above represent the following factors:
         a =   dividends and interest earned during the 30-day period.
         b =   expenses accrued for the period (net of any expense assumptions).
         c =   the average daily number of shares of that class outstanding during the 30-day period that were
                entitled to receive dividends.
         d =   the maximum offering price per share of that class on the last day of the period, adjusted for
                undistributed net investment income.

         The standardized yield for a particular 30-day period may differ from the yield for other periods. The
SEC formula assumes that the standardized yield for a 30-day period occurs at a constant rate for a six-month
period and is annualized at the end of the six-month period. Additionally, because each class of shares is
subject to different expenses, it is likely that the standardized yields of the Fund's classes of shares will
differ for any 30-day period.

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

                  Dividend Yield = dividends paid x 12/maximum offering price (payment date)

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

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

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

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

-----------------------------------------------------------------------------------------------------------------------
                                The Fund's Yields for the 30-Day Period Ended 12/31/01
-----------------------------------------------------------------------------------------------------------------------
----------------- ------------------------------- -------------------------------- ------------------------------------
Class of Shares         Standardized Yield                Dividend Yield              Tax-Equivalent Yield (43.27%
                                                                                            Combined Federal/
                                                                                          New York Tax Bracket)
----------------- ------------------------------- -------------------------------- ------------------------------------
----------------- --------------- --------------- --------------- ---------------- ----------------- ------------------
                  Without Sales   After Sales     Without Sales   After Sales      Without Sales     After Sales
                  Charge          Charge          Charge          Charge           Charge            Charge
----------------- --------------- --------------- --------------- ---------------- ----------------- ------------------
----------------- --------------- --------------- --------------- ---------------- ----------------- ------------------
Class A               4.36%           4.21%           4.77%            4.60%            7.695%             7.41%
----------------- --------------- --------------- --------------- ---------------- ----------------- ------------------
----------------- --------------- --------------- --------------- ---------------- ----------------- ------------------
Class B               3.85%            N/A            4.19%             N/A             6.79%               N/A
----------------- --------------- --------------- --------------- ---------------- ----------------- ------------------
----------------- --------------- --------------- --------------- ---------------- ----------------- ------------------
Class C               3.60%            N/A            3.93%             N/A             6.34%               N/A
----------------- --------------- --------------- --------------- ---------------- ----------------- ------------------
----------------- --------------- --------------- --------------- ---------------- ----------------- ------------------
Class X               3.60%            N/A            3.94%             N/A             6.34%               N/A
----------------- --------------- --------------- --------------- ---------------- ----------------- ------------------

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

         In calculating total returns for Class A shares, the current maximum sales charge of 3.50% (as a
percentage of the offering price) is deducted from the initial investment ("P") (unless the return is shown
without sales charge, as described below). For Class B shares, payment of the applicable contingent deferred
sales charge is applied, depending on the period for which the return is shown: 4.0% in the first year, 3.0% in
the second year, 2.0% in the third and fourth years, 1.0% in the fifth year, and none thereafter. For Class C
shares, the 1% contingent deferred sales charge is deducted for returns for the one-year period.

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

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

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

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

----------------------------------------------------------------------------------------------------------------------
                               The Fund's Total Returns for the Periods Ended 12/31/01
----------------------------------------------------------------------------------------------------------------------
-------------- ------------------------ ------------------------------------------------------------------------------
Class of          Cumulative Total                              Average Annual Total Returns
                       Returns
Shares             (Life of Class)
-------------- ------------------------ ------------------------------------------------------------------------------
-------------- ------------------------ ----------------------- -------------------------- ---------------------------
                                                1-Year                   5-Years                    10-Years
                                                                -------------------------
                                                                  (or Life of Class, if
                                                                          Less)                 (if applicable)
-------------- ------------------------ ----------------------- -------------------------- ---------------------------
-------------- ----------- ------------ ----------- ----------- ------------ ------------- ------------- -------------
               After         Without    After       Without        After       Without     After Sales     Without
               Sales          Sales     Sales       Sales          Sales     Sales Charge     Charge     Sales Charge
                 Charge      Charge       Charge      Charge      Charge
-------------- ----------- ------------ ----------- ----------- ------------ ------------- ------------- -------------
-------------- ----------- ------------ ----------- ----------- ------------ ------------- ------------- -------------
Class A1         70.73%      76.92%       1.18%       4.85%       4.28/%        5.03%         5.49%         5.87%
-------------- ----------- ------------ ----------- ----------- ------------ ------------- ------------- -------------
-------------- ----------- ------------ ----------- ----------- ------------ ------------- ------------- -------------
Class B         20.51%2      21.51%2      0.06%       4.06%       4.08%2        4.26%2         N/A           N/A
-------------- ----------- ------------ ----------- ----------- ------------ ------------- ------------- -------------
-------------- ----------- ------------ ----------- ----------- ------------ ------------- ------------- -------------
Class C         21.23%3      21.23%3      3.06%       4.06%       4.21%3        4.21%3         N/A           N/A
-------------- ----------- ------------ ----------- ----------- ------------ ------------- ------------- -------------
-------------- ----------- ------------ ----------- ----------- ------------ ------------- ------------- -------------
Class X         37.42%4      37.42%4      1.80%       4.30%        4.47%        4.47%         4.88%4        4.88%4
-------------- ----------- ------------ ----------- ----------- ------------ ------------- ------------- -------------
1 Inception of Class A:    9/18/91
2 Inception of Class B:    5/1/97
3 Inception of Class C:    5/1/97
4 Inception of Class X:    5/1/95

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

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

o        Lipper Leaders for Consistent Return. Lipper also scores funds in their broad asset categories and in
their peer groups, based on two characteristics: consistency, or the strength of a fund's performance trend, and
effective return, the Fund's total return adjusted for its historical downside risk but without considering sales
charge.

o        Lipper Leaders for Preservation. In addition, Lipper scores funds in their peer groups, based on monthly
returns, without considering sales charges, and identifies funds that had fewer and less severe negative monthly
performance periods.

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

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

         The Fund may also compare its total return ranking to that of other funds in its Morningstar category,
in addition to its star rating. Those total return rankings are percentages from 1% to 100% and are not
risk-adjusted. For example, if a fund is in the 94th percentile, that means that 94% of the funds in the same
category performed better than it did.

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

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


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

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


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


How to Buy Shares

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

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

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

|X|      Right of Accumulation. To qualify for the lower sales charge rates that apply to larger purchases of
Class A shares, you and your spouse can add together:
o        Class A and Class B shares you purchase for your individual accounts (including IRAs and 403(b) plans),
                  or for your joint accounts, or for trust or custodial accounts on behalf of your children who
                  are minors, and
o        Current purchases of Class A and Class B shares of the Fund and other Oppenheimer funds to reduce the
                  sales charge rate that applies to current purchases of Class A shares, and
o        Class A and Class B shares of Oppenheimer funds you previously purchased subject to an initial or
                  contingent deferred sales charge to reduce the sales charge rate for current purchases of Class
                  A shares, provided that you still hold your investment in one of the Oppenheimer funds.

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

|X|      The Oppenheimer Funds. The Oppenheimer funds are those mutual funds for which the Distributor acts as
the distributor

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

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

1 - "OSM" stands for Oppenheimer Select Managers

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

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

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

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

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

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

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

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

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

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

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

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

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

              5.  The shares eligible for purchase under the Letter (or the holding of which may be counted
toward completion of a Letter) include:
(a)      Class A shares sold with a front-end sales charge or subject to a Class A contingent deferred sales
                         charge,
(b)      Class B shares of other Oppenheimer funds acquired subject to a contingent deferred sales charge, and
(c)      Class A or Class B shares acquired by exchange of either (1) Class A shares of one of the other
                         Oppenheimer funds that were acquired subject to a Class A initial or contingent deferred
                         sales charge or (2) Class B shares of one of the other Oppenheimer funds that were
                         acquired subject to a contingent deferred sales charge.

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

Asset Builder Plans. To establish an Asset Builder Plan to buy shares directly from a bank account, you must
enclose a check (the minimum is $25) for the initial purchase with your application. Shares purchased by Asset
Builder Plan payments from bank accounts are subject to the redemption restrictions for recent purchases
described in the Prospectus. Asset Builder Plans are available only if your bank is an ACH member. Asset Builder
Plans also enable shareholders of Oppenheimer Cash Reserves to use their fund account to make monthly automatic
purchases of shares of up to four other Oppenheimer funds.

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

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

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

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

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

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

         |X|  Class X Shares. Effective January 6, 1998, the Fund ceased offering Class X shares to investors.
Prior to May 1, 1997, Class X shares had been designated as the Fund's Class B shares. On that date, the Fund
re-designated its Class B shares as Class X shares and commenced offering shares of a new Class B. Already-issued
Class X shares remain outstanding until they are redeemed or exchanged or converted. (Class X shares of the Fund
may be exchanged only for Class B shares of other Oppenheimer funds.)
         Class X shares were originally sold at net asset value without initial sales charge. However, if Class X
shares are redeemed within 4 years of their purchase, a contingent deferred sales charge will be deducted from
the redemption proceeds. That contingent deferred sales charge will not be assessed on shares purchased by
reinvestment of dividends or capital gains distributions, nor on the amount of the account value represented by
any increase in the net asset value of shares over the original net asset value. The contingent deferred sales
charge is assessed on the lesser of the original net asset value or the net asset value of the shares at the time
of redemption. The contingent deferred sales charge is paid to compensate the Distributor for its expenses
incurred in providing distribution-related services to the Fund in connection with the sale of Class X shares.

         To determine whether the contingent deferred sales charge applies to redeemed shares, the Fund redeems
shares in the same order as for Class B and Class C shares. The contingent deferred sales charge is not imposed
in the circumstances that apply to waivers of the Class B and Class C contingent deferred sales charge as set
forth in Appendix C to this Statement of Additional Information. The amount of the contingent deferred sales
charge will depend on the number of years since you invested and the dollar amount being redeemed, according to
the following schedule:

    ------------------------------------------------- -----------------------------------------------
                                                      Contingent Deferred Sales Charge on
    Years Since Beginning of Month in Which           Redemptions in that Year (as % of Amount
    Purchase Order was Accepted                       Subject to Charge)
    ------------------------------------------------- -----------------------------------------------
    ------------------------------------------------- -----------------------------------------------
    0 - 1                                             2.50%
    ------------------------------------------------- -----------------------------------------------
    ------------------------------------------------- -----------------------------------------------
    1 - 2                                             2.00%
    ------------------------------------------------- -----------------------------------------------
    ------------------------------------------------- -----------------------------------------------
    2 - 3                                             1.50%
    ------------------------------------------------- -----------------------------------------------
    ------------------------------------------------- -----------------------------------------------
    3 - 4                                             1.00%
    ------------------------------------------------- -----------------------------------------------
    ------------------------------------------------- -----------------------------------------------
    4 and following                                   None
    ------------------------------------------------- -----------------------------------------------
In the table, a "year" is a 12-month period.  In applying the contingent sales charge,  all purchases are considered to
have been made on the first regular business day of the month in which the purchase was made.

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

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

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

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

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

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

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

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

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

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

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

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







How to Sell Shares

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

         For accounts subject to Automatic Withdrawal Plans, distributions of capital gains must be reinvested in
shares of the Fund, which will be done at net asset value without a sales charge. Dividends on shares held in the
account may be paid in cash or reinvested.
         Shares will be redeemed to make withdrawal payments at the net asset value per share determined on the
redemption date. Checks or AccountLink payments representing the proceeds of Plan withdrawals will normally be
transmitted three business days prior to the date selected for receipt of the payment, according to the choice
specified in writing by the Planholder. Receipt of payment on the date selected cannot be guaranteed.

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

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

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

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


How to Exchange Shares

As stated in the Prospectus, shares of a particular class of Oppenheimer funds having more than one class of
shares may be exchanged only for shares of the same class of other Oppenheimer funds. Shares of Oppenheimer funds
that have a single class without a class designation are deemed "Class A" shares for this purpose. You can obtain
a current list showing which funds offer which classes by calling the Distributor.
o        All of the Oppenheimer funds currently offer Class A, B, C and N shares except for: Oppenheimer Money
         Market Fund, Inc., Centennial Money Market Trust, Centennial Tax Exempt Trust, Centennial Government
         Trust, Centennial New York Tax Exempt Trust, Centennial California Tax Exempt Trust, and Centennial
         America Fund, L.P., which only offer Class A shares and Oppenheimer Municipal Bond Fund, Oppenheimer
         Senior Floating Rate Fund, Oppenheimer New Jersey Municipal Fund, Oppenheimer New York Municipal Fund,
         Oppenheimer Pennsylvania Municipal Fund, Oppenheimer Intermediate Municipal Fund, Rochester National
         Municipals, Rochester Fund Municipals and Limited Term New York Municipal Fund which do not offer Class
         N shares.
o        Only certain Oppenheimer funds currently offer Class Y shares. Class Y shares of Oppenheimer Real Asset
         Fund may not be exchanged for shares of any other fund.
o        Class B, Class C and Class N shares of Oppenheimer Cash Reserves are generally available only by
         exchange from the same class of shares of other Oppenheimer funds or through OppenheimerFunds-sponsored
         401(k) plans.
o        Class M shares of Oppenheimer Convertible Securities Fund may be exchanged only for Class A shares of
         other Oppenheimer funds. They may not be acquired by exchange of shares of any class of any other
         Oppenheimer funds except Class A shares of Oppenheimer Money Market Fund or Oppenheimer Cash Reserves
         acquired by exchange of Class M shares.
o        Class X shares of Limited Term New York Municipal Fund may be exchanged only for Class B shares of other
         Oppenheimer funds and no exchanges may be made to Class X shares.
o        Shares of Oppenheimer Capital Preservation Fund may not be exchanged for shares of Oppenheimer Money
         Market Fund, Inc., Oppenheimer Cash Reserves or Oppenheimer Limited-Term Government Fund.  Only
         participants in certain retirement plans may purchase shares of Oppenheimer Capital Preservation Fund,
         and only those participants may exchange shares of other Oppenheimer funds for shares of Oppenheimer
         Capital Preservation Fund.
o        Class A shares of Oppenheimer Senior Floating Rate Fund are not available by exchange of shares of
         Oppenheimer Money Market Fund or Class A shares of Oppenheimer Cash Reserves. If any Class A shares of
         another Oppenheimer fund that are exchanged for Class A shares of Oppenheimer Senior Floating Rate Fund
         are subject to the Class A contingent deferred sales charge of the other Oppenheimer fund at the time of
         exchange, the holding period for that Class A contingent deferred sales charge will carry over to the
         Class A shares of Oppenheimer Senior Floating Rate Fund acquired in the exchange. The Class A shares of
         Oppenheimer Senior Floating Rate Fund acquired in that exchange will be subject to the Class A Early
         Withdrawal Charge of Oppenheimer Senior Floating Rate Fund if they are repurchased before the expiration
         of the holding period.
o        Shares of Oppenheimer Select Managers Mercury Advisors S&P Index Fund and Oppenheimer Select Managers QM
         Active Balanced Fund are only available to retirement plans and are available only by exchange from the
         same class of shares of other Oppenheimer funds held by retirement plans.

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

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

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

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

         |X|  How Exchanges Affect Contingent Deferred Sales Charges. No contingent deferred sales charge is
imposed on exchanges of shares of any class purchased subject to a contingent deferred sales charge. However,
when Class A shares acquired by exchange of Class A shares of other Oppenheimer funds purchased subject to a
Class A contingent deferred sales charge are redeemed within 18 months of the end of the calendar month of the
initial purchase of the exchanged Class A shares, the Class A contingent deferred sales charge is imposed on the
redeemed shares. The Class B contingent deferred sales charge is imposed on Class B shares acquired by exchange
if they are redeemed within six years of the initial purchase of the exchanged Class B shares. The Class C
contingent deferred sales charge is imposed on Class C shares acquired by exchange if they are redeemed within 12
months of the initial purchase of the exchanged Class C shares.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Taxation of Fund  Distributions.  The Fund intends to qualify  under the  Internal  Revenue Code during each fiscal
year to pay  "exempt-interest  dividends" to its shareholders.  To satisfy this  qualification,  at the end of each
quarter of its taxable  year,  at least 50% of the value of the Fund's  total  assets  consists of  obligations  as
defined in Section  103(a) of the Internal  Revenue Code, as amended.  Exempt-interest  dividends  that are derived
from net  investment  income earned by the Fund on municipal  securities  will be  excludable  from gross income of
shareholders  for  federal  income tax  purposes.  To the  extent the Fund fails to qualify to pay  exempt-interest
dividends  in any given form,  such  dividends  would be included in the gross income of  shareholders  for federal
income tax purposes.

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

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

         A shareholder receiving a dividend from income earned by the Fund from one or more of the following
sources must treat the dividend as ordinary income in the computation of the shareholder's gross income,
regardless of whether the dividend is reinvested:
(1)      certain taxable temporary investments (such as certificates of deposit, repurchase agreements,
              commercial paper and obligations of the U.S. government, its agencies and instrumentalities);
(2)      income from securities loans;
(3)      income or gains from options or futures,
(4)      any net short-term capital gain; and
(5)      any market discount amortization on tax-exempt bonds.

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

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

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

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

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

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

         The Fund will be required in certain cases to withhold 30% (29% for payments after December 31, 2003) of
ordinary income dividends (not including "exempt-interest dividends"), capital gains distributions (including
short-term and long-term) and the proceeds of the redemption of shares, paid to any shareholder (1) who has
                        -
failed to provide a correct taxpayer identification number or to properly certify that number when required, (2)
                    -------
who is subject to backup withholding for failure to report the receipt of interest or dividend income properly,
or (3) who has failed to certify to the Fund that the shareholder is not subject to backup withholding or is an
"exempt recipient" (such as a corporation). All income and any tax withheld by the Fund is remitted by the Fund to
the U.S. Treasury and is identified in reports mailed to shareholders in January of each year.

         |X|  Tax Effects of Redemptions of Shares. If a shareholder redeems all or a portion of his/her shares,
                                                                                             -
the shareholder will recognize a gain or loss on the redeemed shares in an amount equal to the difference between
the proceeds of the redeemed shares and the shareholder's adjusted tax basis in the shares.  All or a portion of
any loss recognized in that manner may be disallowed if the shareholder purchases other shares of the Fund within
30 days before or after the redemption.
         In  general,  any gain or loss  arising  from the  redemption  of shares  of the Fund  will be  considered
capital gain or loss,  if the shares were held as a capital  asset.  It will be  long-term  capital gain or loss if
the shares were held for more than one year.  However,  any capital  loss  arising  from the  redemption  of shares
held for six  months or less will be  treated as a  long-term  capital  loss to the extent of the amount of capital
gain dividends  received on those shares.  Special  holding  period rules under the Internal  Revenue Code apply in
this case to determine the holding  period of shares and there are limits on the  deductibility  of capital  losses
in any year.

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

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

         If the ordinary income dividends from the Fund are effectively connected with the conduct of a U.S.
                                                        ---
trade or business, then the foreign person may claim an exemption from the U.S. tax described above provided the
Fund obtains a properly completed and signed Certificate of Foreign Status.

         If the foreign person fails to provide a certification of her/her foreign status, the Fund will be
required to withhold U.S. tax at a rate of 30% (29% for payments after December 31, 2003) on ordinary income
dividends (not including "exempt-interest dividends"), capital gains distributions (including short-term and
long-term) and the proceeds of the redemption of shares, paid to any foreign person. All income and any tax
withheld (in this situation) by the Fund is remitted by the Fund to the U.S. Treasury and is identified in
reports mailed to shareholders in January of each year.

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

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

Additional Information About the Fund

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

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

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

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



INDEPENDENT AUDITORS' REPORT

===============================================================================
To the Board of Trustees and Shareholders of
Rochester Portfolio Series:

We have audited the accompanying statement of assets and liabilities of Limited
Term New York Municipal Fund (the sole portfolio constituting Rochester
Portfolio Series), including the statement of investments, as of December 31,
2001, and the related statement of operations for the year then ended, the
statements of changes in net assets and the financial highlights for each of
the two years in the period then ended. These financial statements and
financial highlights are the responsibility of the Fund's management. Our
responsibility is to express an opinion on these financial statements and
financial highlights based on our audits. The financial highlights for each of
the three years in the period ended December 31, 1999, were audited by other
auditors whose report dated January 24, 2000, expressed an unqualified opinion
on this information.
    We conducted our audits in accordance with auditing standards generally
accepted in the United States of America. Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the
financial statements and financial highlights are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. Our procedures
included confirmation of securities owned as of December 31, 2001, by
correspondence with the custodian and brokers or by other appropriate auditing
procedures where replies from brokers were not received. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
    In our opinion, the financial statements and financial highlights referred
to above present fairly, in all material respects, the financial position of
Limited Term New York Municipal Fund as of December 31, 2001, the results of
its operations for the year then ended, the changes in its net assets and the
financial highlights for each of the two years in the period then ended, in
conformity with accounting principles generally accepted in the United States
of America.

KPMG LLP

Denver, Colorado
January 18, 2002






STATEMENT OF INVESTMENTS  December 31, 2001

                                                                                    Effective
   Principal                                                                         Maturity         Market Value
      Amount                                            Coupon        Maturity    (Unaudited)*          See Note 1
=====================================================================================================================
 Municipal Bonds and Notes--99.2%
---------------------------------------------------------------------------------------------------------------------
 New York--85.0%
 $     5,000  Albany GO                                  7.000%     01/15/2010     01/15/2002(b)     $       5,077
---------------------------------------------------------------------------------------------------------------------
     258,527  Albany Hsg. Authority                      0.000      10/01/2012     10/01/2002(a)            86,209
---------------------------------------------------------------------------------------------------------------------
     250,000  Albany Hsg. Authority                      6.250      10/01/2012(s)  10/01/2007(b)           264,830
---------------------------------------------------------------------------------------------------------------------
     810,000  Albany IDA (Albany Medical Center)         5.600      05/01/2005     11/27/2003(c)           810,737
---------------------------------------------------------------------------------------------------------------------
   1,800,000  Albany IDA (H. Johnson Office Park)        5.250      03/01/2018(s)  03/01/2003(f)         1,807,074
---------------------------------------------------------------------------------------------------------------------
     125,000  Albany IDA (Port of Albany)                6.250      02/01/2005     08/24/2003(c)           125,067
---------------------------------------------------------------------------------------------------------------------
      50,000  Albany IDA (Spectrapark)                   7.500      12/01/2003     06/01/2002(b)            50,428
---------------------------------------------------------------------------------------------------------------------
   3,525,000  Albany IDA (Spectrapark)                   7.600      12/01/2009(s)  06/01/2002(b)         3,624,052
---------------------------------------------------------------------------------------------------------------------
      75,000  Albany IDA
              (University Heights-Albany Law School)     6.750      12/01/2019(s)  12/01/2009(b)            85,182
---------------------------------------------------------------------------------------------------------------------
   1,655,000  Albany IDA
              (University Heights-Albany Pharmacy)       6.750      12/01/2019(s)  12/01/2009(b)         1,872,666
---------------------------------------------------------------------------------------------------------------------
   8,990,000  Albany Municipal Water Finance Authority   5.500      12/01/2022(s)  12/01/2005(b)         9,065,336
---------------------------------------------------------------------------------------------------------------------
   1,000,000  Albany Municipal Water Finance Authority   6.375      12/01/2017(s)  12/01/2009(b)         1,114,790
---------------------------------------------------------------------------------------------------------------------
      40,000  Albany Parking Authority                   0.000      09/15/2002     09/15/2002               39,352
---------------------------------------------------------------------------------------------------------------------
      25,000  Albany Parking Authority                   0.000      09/15/2003     09/15/2003               23,756
---------------------------------------------------------------------------------------------------------------------
     625,000  Albany Parking Authority                   0.000      09/15/2004     09/15/2004              569,681
---------------------------------------------------------------------------------------------------------------------
      20,000  Albany Parking Authority                   0.000      09/15/2005     09/15/2005               17,336
---------------------------------------------------------------------------------------------------------------------
   2,000,000  Albany Parking Authority                   5.625      07/15/2020(s)  07/15/2012(b)         2,006,260
---------------------------------------------------------------------------------------------------------------------
   3,600,000  Allegany County IDA (Atlantic Richfield)   6.625      09/01/2016     09/01/2002(b)         3,778,164
---------------------------------------------------------------------------------------------------------------------
   3,500,000  Allegany County IDA (Houghton College)     5.250      01/15/2018     04/18/2015(c)         3,358,845
---------------------------------------------------------------------------------------------------------------------
   1,500,000  Allegany County IDA (Houghton College)     5.250      01/15/2024     09/17/2021(c)         1,400,715
---------------------------------------------------------------------------------------------------------------------
   1,735,000  Amherst IDA (Daemen College)               5.750      10/01/2011     01/22/2008(c)         1,738,036
---------------------------------------------------------------------------------------------------------------------
     950,000  Andpress HDC (Andpress Plaza)              6.600      01/15/2023(s)  08/01/2003(b)           968,316
---------------------------------------------------------------------------------------------------------------------
   6,940,000  Babylon IDA (WSNCHS East, Inc.)            6.500      08/01/2019(s)  08/01/2010(b)         7,686,328
---------------------------------------------------------------------------------------------------------------------
     100,000  Baldwinsville Devel. Corp.                 7.200      06/01/2010(s)  07/01/2002(b)           101,246
---------------------------------------------------------------------------------------------------------------------
     200,000  Battery Park City Authority                5.650      12/01/2013(s)  06/01/2002(b)           200,076
---------------------------------------------------------------------------------------------------------------------
     250,000  Battery Park City Authority                5.700      11/01/2020     11/01/2005(b)           250,445
---------------------------------------------------------------------------------------------------------------------
      50,000  Battery Park City Authority                5.700      11/01/2023     11/01/2005(b)            51,696
---------------------------------------------------------------------------------------------------------------------
   1,600,000  Battery Park City Authority                5.750      06/01/2023(s)  06/01/2002(b)         1,627,200
---------------------------------------------------------------------------------------------------------------------
      45,000  Battery Park City Authority                5.800      11/01/2022(s)  11/01/2005(b)            45,243
---------------------------------------------------------------------------------------------------------------------
     515,000  Blauvelt Volunteer Fire Company            6.000      10/15/2008     01/04/2006(c)           507,347
---------------------------------------------------------------------------------------------------------------------
      40,000  Brookhaven GO                              6.400      10/01/2010     10/01/2002(b)            42,104
---------------------------------------------------------------------------------------------------------------------
     205,000  Brookhaven IDA (Dowling College)           6.400      03/01/2003     03/01/2003              206,999
---------------------------------------------------------------------------------------------------------------------
     785,000  Brookhaven IDA (Stony Brook Foundation)    5.750      11/01/2008     01/18/2006(c)           790,966
---------------------------------------------------------------------------------------------------------------------
     505,000  Buffalo GO                                 6.000      12/01/2015     12/01/2009(b)           579,482
---------------------------------------------------------------------------------------------------------------------
     760,000  Carnegie Redevelopment Corp.               6.250      09/01/2005     03/30/2004(c)           758,746
---------------------------------------------------------------------------------------------------------------------
   1,550,000  Carnegie Redevelopment Corp.               6.500      09/01/2011     05/17/2009(c)         1,547,520
---------------------------------------------------------------------------------------------------------------------
     435,000  Cattaraugus County IDA
              (Jamestown Community College)              6.000      07/01/2012(s)  07/01/2010(b)           459,103
---------------------------------------------------------------------------------------------------------------------
      60,000  Cayuga County COP
              (Auburn Memorial Hospital)                 6.000      01/01/2021(s)  01/01/2004(b)            62,228
---------------------------------------------------------------------------------------------------------------------
   2,035,000  Chautauqua County Tobacco
              Asset Securitization Corp.                 6.000      07/01/2012     10/15/2008(c)         2,112,879
---------------------------------------------------------------------------------------------------------------------
   3,080,000  Chautauqua County Tobacco
              Asset Securitization Corp.                 6.500      07/01/2024(s)  07/01/2010(b)         3,292,274

                                      9  |  LIMITED TERM NEW YORK MUNICIPAL FUND


STATEMENT OF INVESTMENTS  Continued

                                                                                       Effective
   Principal                                                                            Maturity        Market Value
      Amount                                                Coupon      Maturity      (Unaudited)*        See Note 1
----------------------------------------------------------------------------------------------------------------------
 New York Continued
 $  645,000  Clifton Springs Hospital & Clinic               7.000%   01/01/2005       09/17/2003(c)     $   640,756
----------------------------------------------------------------------------------------------------------------------
  1,000,000  Dutchess County IDA (Bard College)              7.000    11/01/2017(s)    11/01/2003(b)       1,058,320
----------------------------------------------------------------------------------------------------------------------
  2,950,000  Dutchess County IDA
             (Vassar Brothers Hospital)                      6.500    04/01/2020(s)    04/01/2010(b)       3,122,958
----------------------------------------------------------------------------------------------------------------------
  1,175,000  Dutchess County Res Rec (Solid Waste)           6.800    01/01/2010       01/01/2003(a)       1,256,063
----------------------------------------------------------------------------------------------------------------------
     50,000  East Irondequoit CSD GO                         6.125    05/15/2008       05/15/2002(b)          51,725
----------------------------------------------------------------------------------------------------------------------
     50,000  East Rochester UFSD GO                          6.750    06/15/2011       06/15/2003(b)          54,057
----------------------------------------------------------------------------------------------------------------------
    290,000  Elmira HDC                                      7.500    08/01/2008       02/01/2002(b)         292,877
----------------------------------------------------------------------------------------------------------------------
     20,000  Elmira HDC                                      7.500    08/01/2009       02/01/2002(b)          20,198
----------------------------------------------------------------------------------------------------------------------
    260,000  Erie County IDA (FMC Corp.)                     6.000    02/01/2003       08/02/2002(c)         260,543
----------------------------------------------------------------------------------------------------------------------
    730,000  Erie County IDA (Medaille College)              7.250    11/01/2010       03/24/2007(c)         734,854
----------------------------------------------------------------------------------------------------------------------
     65,000  Erie County IDA (Medaille College)              7.400    12/30/2002       12/30/2002             65,510
----------------------------------------------------------------------------------------------------------------------
    285,000  Erie County IDA (Mercy Hospital)                5.900    06/01/2003       12/05/2002(c)         281,834
----------------------------------------------------------------------------------------------------------------------
  8,715,000  Erie County Tobacco Asset Securitization Corp.  6.000    07/15/2020       10/03/2009(c)       8,979,413
----------------------------------------------------------------------------------------------------------------------
    370,000  Erie County Tobacco Asset Securitization Corp.  6.125    07/15/2030(s)    07/15/2011(b)         384,056
----------------------------------------------------------------------------------------------------------------------
  2,170,000  Erie County Tobacco Asset Securitization Corp.  6.250    07/15/2040(s)    07/15/2011(b)       2,272,272
----------------------------------------------------------------------------------------------------------------------
 16,825,000  Erie County Tobacco Asset Securitization Corp.  6.500    07/15/2024       07/15/2011(b)      17,925,355
----------------------------------------------------------------------------------------------------------------------
  2,945,000  Erie County Tobacco Asset Securitization Corp.  6.750    07/15/2040(s)    07/15/2010(b)       3,159,956
----------------------------------------------------------------------------------------------------------------------
  1,000,000  Essex County IDA
             (International Paper Company)                   5.800    12/01/2019       12/01/2007(b)       1,006,550
----------------------------------------------------------------------------------------------------------------------
    385,000  Franklin County IDA (Correctional Facilities)   6.375    11/01/2002       11/01/2002            393,601
----------------------------------------------------------------------------------------------------------------------
  1,825,000  Franklin County IDA COP                         8.125    08/01/2006       03/28/2005(c)       1,983,738
----------------------------------------------------------------------------------------------------------------------
  1,775,000  Franklin County SWMA                            6.000    06/01/2005       04/02/2004(c)       1,814,991
----------------------------------------------------------------------------------------------------------------------
  1,350,000  Franklin County SWMA                            6.125    06/01/2009       12/28/2007(c)       1,380,469
----------------------------------------------------------------------------------------------------------------------
    120,000  Franklin County SWMA                            6.250    06/01/2015(s)    06/01/2005(b)         122,407
----------------------------------------------------------------------------------------------------------------------
    800,000  Hamilton EHC (Hamilton Apartments)             11.250    01/01/2015(s)    05/01/2002(b)         824,096
----------------------------------------------------------------------------------------------------------------------
  1,040,000  Hempstead IDA (South Shore Y JCC)               5.950    11/01/2007       07/02/2005(c)         996,965
----------------------------------------------------------------------------------------------------------------------
  2,700,000  Herkimer County IDA (Burrows Paper)(i)          8.000    01/01/2009       10/28/2005(c)       2,588,868
----------------------------------------------------------------------------------------------------------------------
    945,000  Herkimer County IDA (College Foundation)        5.850    11/01/2010       03/20/2007(c)         966,688
----------------------------------------------------------------------------------------------------------------------
  2,415,000  Herkimer Hsg. Authority                         7.150    03/01/2011       10/19/2005(g)       2,444,632
----------------------------------------------------------------------------------------------------------------------
     15,000  Hudson HDC (Providence Hall-Schuyler Court)     6.400    07/01/2012(s)    01/01/2003(b)          15,281
----------------------------------------------------------------------------------------------------------------------
     25,000  Hudson HDC (Providence Hall-Schuyler Court)     6.500    01/01/2025(s)    01/01/2003(b)          25,448
----------------------------------------------------------------------------------------------------------------------
    325,000  Hudson IDA (Have, Inc.)                         7.125    12/01/2007       08/16/2005(c)         321,090
----------------------------------------------------------------------------------------------------------------------
  3,410,000  Jamestown Hsg. Authority                        6.125    07/01/2010       12/24/2006(c)       3,466,981
----------------------------------------------------------------------------------------------------------------------
  2,000,000  Jefferson County IDA
             (Champion International)                        7.200    12/01/2020       11/15/2002(b)       2,079,200
----------------------------------------------------------------------------------------------------------------------
  5,700,000  L.I. Power Authority, Series A                  5.500    12/01/2029(s)    06/01/2003(b)       5,766,063
----------------------------------------------------------------------------------------------------------------------
     25,000  Liberty GO                                      8.200    10/15/2018       04/15/2002(b)          25,129
----------------------------------------------------------------------------------------------------------------------
     25,000  Liberty GO                                      8.200    10/15/2019       04/15/2002(b)          25,127
----------------------------------------------------------------------------------------------------------------------
     85,000  Lillian Cooper HDC                              7.000    01/01/2022(s)    07/01/2002(b)          85,596
----------------------------------------------------------------------------------------------------------------------
     25,000  Lillian Cooper HDC                              7.375    01/01/2023(s)    07/01/2002(b)          25,221
----------------------------------------------------------------------------------------------------------------------
     11,268  Locke Fire District #1(i)                       7.500    07/01/2002       04/02/2002(c)          11,574
----------------------------------------------------------------------------------------------------------------------
  1,300,000  Lockport HDC                                    6.000    10/01/2018       03/28/2014(c)       1,270,347
----------------------------------------------------------------------------------------------------------------------
  1,115,000  Madison County IDA (Morrisville College)        6.750    07/01/2007       12/09/2004(c)       1,146,019
----------------------------------------------------------------------------------------------------------------------
    555,000  Madison County IDA
             (Oneida Healthcare Center)                      5.300    07/01/2005       01/21/2004(c)         590,370

                                    10  |  LIMITED TERM NEW YORK MUNICIPAL FUND


                                                                                  Effective
   Principal                                                                       Maturity        Market Value
      Amount                                            Coupon     Maturity      (Unaudited)*        See Note 1
-------------------------------------------------------------------------------------------------------------------
 New York Continued
 $ 2,260,000  Madison County IDA
              (Oneida Healthcare Center)                 5.500%  02/01/2016       02/01/2013(b)     $ 2,317,427
-------------------------------------------------------------------------------------------------------------------
     220,000  Medina Hsg. Corp.                          8.250   08/15/2011(s)    02/15/2002(b)         223,848
-------------------------------------------------------------------------------------------------------------------
     480,000  Middleton IDA (Fleurchem, Inc.)(i)         7.125   12/01/2008       10/23/2005(c)         480,293
-------------------------------------------------------------------------------------------------------------------
   1,220,000  Middletown IDA
              (Southwinds Retirement Home)               5.875   03/01/2007       08/24/2004(c)       1,185,767
-------------------------------------------------------------------------------------------------------------------
     310,000  Middletown IDA
              (Southwinds Retirement Home)               7.250   03/01/2003       09/05/2002(c)         321,247
-------------------------------------------------------------------------------------------------------------------
       5,000  Monroe County Airport Authority (GRIA)     0.000   01/01/2004       01/01/2004              4,702
-------------------------------------------------------------------------------------------------------------------
   7,155,000  Monroe County COP                          8.050   01/01/2011(s)    07/01/2002(b)       7,331,728
-------------------------------------------------------------------------------------------------------------------
      30,000  Monroe County GO                           6.100   05/01/2003       05/01/2002(b)          30,528
-------------------------------------------------------------------------------------------------------------------
   1,990,000  Monroe County IDA (Al Sigl Center)         6.125   12/15/2008       03/12/2006(c)       2,007,412
-------------------------------------------------------------------------------------------------------------------
     680,000  Monroe County IDA (Al Sigl Center)         6.375   12/15/2005       07/12/2004(c)         701,400
-------------------------------------------------------------------------------------------------------------------
   1,135,000  Monroe County IDA (Al Sigl Center)         6.750   12/15/2010       02/01/2009(c)       1,157,132
-------------------------------------------------------------------------------------------------------------------
     960,000  Monroe County IDA
              (Dayton Rogers Manufacturing)              5.850   12/01/2006       01/13/2005(c)         921,744
-------------------------------------------------------------------------------------------------------------------
   1,285,000  Monroe County IDA
              (DePaul Community Facilities)              6.500   02/01/2024(s)    02/01/2004(b)       1,343,827
-------------------------------------------------------------------------------------------------------------------
   1,085,000  Monroe County IDA (DePaul Properties)      5.900   09/01/2007       05/04/2005(c)       1,049,705
-------------------------------------------------------------------------------------------------------------------
     120,000  Monroe County IDA (Geva Theatre)           7.750   04/01/2002(s)    04/01/2002            120,262
-------------------------------------------------------------------------------------------------------------------
     285,000  Monroe County IDA (Geva Theatre)           7.750   04/01/2003       04/01/2003            285,621
-------------------------------------------------------------------------------------------------------------------
   1,260,000  Monroe County IDA (Piano Works)            6.625   11/01/2006       12/18/2004(c)       1,278,005
-------------------------------------------------------------------------------------------------------------------
     100,000  Monroe County IDA (West End Business)      6.750   12/01/2004       12/19/2003            100,344
-------------------------------------------------------------------------------------------------------------------
  14,795,000  Monroe County Tobacco Asset
              Securitization Corp.                       6.150   06/01/2025       01/22/2009(c)      15,399,820
-------------------------------------------------------------------------------------------------------------------
  11,165,000  Monroe County Tobacco Asset
              Securitization Corp.                       6.375   06/01/2019(s)    06/01/2010(b)      11,778,405
-------------------------------------------------------------------------------------------------------------------
   2,305,000  Monroe County Tobacco Asset
              Securitization Corp.                       6.375   06/01/2035(s)    06/01/2011(b)       2,433,365
-------------------------------------------------------------------------------------------------------------------
     730,000  Montgomery County IDA (ASMF) (i,t,u)       6.500   01/15/2003       01/15/2003            463,550
-------------------------------------------------------------------------------------------------------------------
     375,000  Mount Vernon IDA (Meadowview)              6.000   06/01/2009       01/31/2007(c)         368,175
-------------------------------------------------------------------------------------------------------------------
   1,230,000  MTA Commuter Facilities, Series A          5.500   07/01/2017       07/01/2002(b)       1,233,124
-------------------------------------------------------------------------------------------------------------------
   1,000,000  MTA Commuter Facilities, Series A          6.125   07/01/2012(s)    07/01/2002(b)       1,040,330
-------------------------------------------------------------------------------------------------------------------
   6,600,000  MTA Commuter Facilities, Series A          6.500   07/01/2016       07/01/2007(b)       7,138,428
-------------------------------------------------------------------------------------------------------------------
   2,000,000  MTA Dedicated Tax Fund, Series A           6.125   04/01/2015       04/01/2010(b)       2,209,720
-------------------------------------------------------------------------------------------------------------------
      75,000  MTA Service Contract, Series 5             6.000   07/01/2018(s)    07/01/2002(b)          75,064
-------------------------------------------------------------------------------------------------------------------
     115,000  MTA Service Contract, Series 5             6.000   07/01/2018(s)    07/01/2002(b)         115,099
-------------------------------------------------------------------------------------------------------------------
      45,000  MTA Service Contract, Series 5             6.000   07/01/2018(s)    07/01/2002(b)          45,136
-------------------------------------------------------------------------------------------------------------------
     495,000  MTA Service Contract, Series 5             6.000   07/01/2018(s)    07/01/2002(b)         496,500
-------------------------------------------------------------------------------------------------------------------
      20,000  MTA Service Contract, Series 5             6.500   07/01/2016(s)    07/01/2002(b)          20,459
-------------------------------------------------------------------------------------------------------------------
     125,000  MTA Service Contract, Series 5             6.500   07/01/2016(s)    07/01/2002(b)         128,045
-------------------------------------------------------------------------------------------------------------------
      30,000  MTA Service Contract, Series 5             6.900   07/01/2005       07/01/2002(b)          30,753
-------------------------------------------------------------------------------------------------------------------
   1,000,000  MTA Service Contract, Series 5             7.000   07/01/2012(s)    07/01/2002(b)       1,024,810
-------------------------------------------------------------------------------------------------------------------
   7,135,000  MTA, Series A                              6.500   07/01/2016       07/01/2007(b)       7,717,073
-------------------------------------------------------------------------------------------------------------------
      15,000  MTA, Series K                              6.000   07/01/2016(s)    07/01/2002(b)          15,310
-------------------------------------------------------------------------------------------------------------------
      65,000  MTA, Series M                              6.000   07/01/2014(s)    07/01/2005(b)          68,639
-------------------------------------------------------------------------------------------------------------------
      20,000  Nassau County GO                           6.375   05/15/2013       05/15/2002(b)          20,778

                                    11  |  LIMITED TERM NEW YORK MUNICIPAL FUND


STATEMENT OF INVESTMENTS  Continued

                                                                                   Effective
  Principal                                                                         Maturity         Market Value
     Amount                                               Coupon     Maturity    (Unaudited)*          See Note 1
--------------------------------------------------------------------------------------------------------------------
 New York Continued
 $  710,000  Nassau County GO
             Combined Sewer Districts, Series F            7.000%  03/01/2015     03/01/2010(b)       $   822,507
--------------------------------------------------------------------------------------------------------------------
    720,000  Nassau County GO
             Combined Sewer Districts, Series F            7.000   03/01/2016     03/01/2010(b)           830,383
--------------------------------------------------------------------------------------------------------------------
    730,000  Nassau County GO
             Combined Sewer Districts, Series F            7.000   03/01/2017     03/01/2010(b)           841,383
--------------------------------------------------------------------------------------------------------------------
    740,000  Nassau County GO
             Combined Sewer Districts, Series F            7.000   03/01/2018     03/01/2010(b)           850,208
--------------------------------------------------------------------------------------------------------------------
    745,000  Nassau County GO
             Combined Sewer Districts, Series F            7.000   03/01/2019     03/01/2010(b)           852,697
--------------------------------------------------------------------------------------------------------------------
     90,000  Nassau County GO
             Combined Sewer Districts, Series F            7.000   03/01/2020     03/01/2010(b)           102,555
--------------------------------------------------------------------------------------------------------------------
  1,300,000  Nassau County GO
             General Improvement, Series F                 6.500   03/01/2018     03/01/2010(b)         1,450,085
--------------------------------------------------------------------------------------------------------------------
  1,635,000  Nassau County GO
             General Improvement, Series F                 6.500   03/01/2019     03/01/2010(b)         1,816,747
--------------------------------------------------------------------------------------------------------------------
    705,000  Nassau County GO
             General Improvement, Series F                 7.000   03/01/2014     03/01/2010(b)           819,837
--------------------------------------------------------------------------------------------------------------------
  3,435,000  Nassau County GO
             General Improvement, Series F                 7.000   03/01/2016     03/01/2010(b)         3,961,620
--------------------------------------------------------------------------------------------------------------------
    190,000  Nassau County IDA (ACLD)                      7.250   10/01/2004     10/10/2003(c)           191,870
--------------------------------------------------------------------------------------------------------------------
    615,000  Nassau County IDA (ALIA--ACDS)                7.000   10/01/2016     11/01/2010(c)           600,695
--------------------------------------------------------------------------------------------------------------------
    915,000  Nassau County IDA (ALIA--CMA)                 7.000   10/01/2016     11/01/2010(c)           893,717
--------------------------------------------------------------------------------------------------------------------
    700,000  Nassau County IDA (ALIA--CRR)                 7.000   10/01/2016     11/01/2010(c)           683,718
--------------------------------------------------------------------------------------------------------------------
    150,000  Nassau County IDA (ALIA--FREE)                7.000   10/01/2016     11/01/2010(c)           146,511
--------------------------------------------------------------------------------------------------------------------
    640,000  Nassau County IDA (ALIA--HKSB)                7.000   10/01/2016     11/01/2010(c)           629,805
--------------------------------------------------------------------------------------------------------------------
    470,000  Nassau County IDA (North Shore CFGA)          5.750   05/01/2008     07/25/2005(c)           448,502
--------------------------------------------------------------------------------------------------------------------
  1,205,000  Nassau County IDA (United Cerebral Palsy)     5.750   11/01/2007     06/27/2005(c)         1,186,142
--------------------------------------------------------------------------------------------------------------------
  2,915,000  Nassau County IDA (United Cerebral Palsy)     5.750   11/01/2009     05/26/2006(c)         2,841,629
--------------------------------------------------------------------------------------------------------------------
    680,000  Nassau County Tobacco Settlement Corp.        5.300   07/15/2012     07/15/2003(e)           691,798
--------------------------------------------------------------------------------------------------------------------
    545,000  Nassau County Tobacco Settlement Corp.        5.400   07/15/2013     07/15/2004(e)           557,442
--------------------------------------------------------------------------------------------------------------------
    615,000  Nassau County Tobacco Settlement Corp.        5.500   07/15/2014     07/15/2005(e)           635,553
--------------------------------------------------------------------------------------------------------------------
    645,000  Nassau County Tobacco Settlement Corp.        5.625   07/15/2015     07/15/2006(e)           672,348
--------------------------------------------------------------------------------------------------------------------
    590,000  Nassau County Tobacco Settlement Corp.        5.750   07/15/2016     07/15/2007(e)           617,577
--------------------------------------------------------------------------------------------------------------------
    150,000  Nassau County Tobacco Settlement Corp.        6.125   07/15/2018     07/15/2010(e)           155,746
--------------------------------------------------------------------------------------------------------------------
    250,000  Nassau County Tobacco Settlement Corp.        6.250   07/15/2020     07/15/2010(b)           260,990
--------------------------------------------------------------------------------------------------------------------
    190,000  Nassau County Tobacco Settlement Corp.        6.250   07/15/2021(s)  07/15/2010(b)           198,221
--------------------------------------------------------------------------------------------------------------------
  8,095,000  Nassau County Tobacco Settlement Corp.        6.400   07/15/2033(s)  07/15/2010(b)         8,526,787
--------------------------------------------------------------------------------------------------------------------
  3,500,000  Nassau County Tobacco Settlement Corp.        6.500   07/15/2027(s)  07/15/2010(b)         3,710,175
--------------------------------------------------------------------------------------------------------------------
     85,000  New Rochelle Municipal Hsg. Authority         6.500   12/01/2014(s)  12/01/2011(b)            87,560
--------------------------------------------------------------------------------------------------------------------
    210,000  Newark SCHC
             (Newark Rose Garden Apartments)               9.000   03/01/2011(s)  03/01/2002(b)           215,500
--------------------------------------------------------------------------------------------------------------------
  1,945,000  Newark-Wayne Community Hospital               7.600   09/01/2015     05/04/2010(c)         1,886,358
--------------------------------------------------------------------------------------------------------------------
     60,000  Newburgh GO                                   7.600   04/01/2008     04/01/2002(b)            60,861
--------------------------------------------------------------------------------------------------------------------
    700,000  Niagara County IDA (Sevenson Hotel)           5.750   05/01/2003     10/30/2002(c)           698,425
--------------------------------------------------------------------------------------------------------------------
  5,000,000  Niagara County IDA (Solid Waste Disposal)     5.450   11/15/2025     11/15/2012(d)         5,140,150
--------------------------------------------------------------------------------------------------------------------
  7,000,000  Niagara County IDA (Solid Waste Disposal)     5.550   11/15/2024     11/15/2013(d)         7,195,160

                                    12  |  LIMITED TERM NEW YORK MUNICIPAL FUND


                                                                                         Effective
  Principal                                                                               Maturity        Market Value
     Amount                                                 Coupon       Maturity      (Unaudited)*         See Note 1
========================================================================================================================
New York Continued
$ 1,175,000  Niagara County Tobacco Asset
             Securitization Corp.                             5.875%   05/15/2022       05/15/2011(b)     $  1,197,795
------------------------------------------------------------------------------------------------------------------------
    100,000  Niagara County Tobacco Asset
             Securitization Corp.                             6.250    05/15/2034(s)    05/15/2011(b)          104,497
------------------------------------------------------------------------------------------------------------------------
    135,000  Niagara County Tobacco Asset
             Securitization Corp.                             6.250    05/15/2040(s)    05/15/2011(b)          140,870
------------------------------------------------------------------------------------------------------------------------
 11,995,000  Niagara County Tobacco Asset
             Securitization Corp.                             6.750    05/15/2029(s)    05/15/2010(b)       12,985,667
------------------------------------------------------------------------------------------------------------------------
  1,195,000  Niagara Falls CSD COP (High School Facility)     6.500    06/15/2019       06/15/2009(b)        1,269,568
------------------------------------------------------------------------------------------------------------------------
  3,125,000  NY Counties Tobacco Trust I (TASC)               5.800    06/01/2023       04/11/2004(c)        3,189,562
------------------------------------------------------------------------------------------------------------------------
 14,195,000  NY Counties Tobacco Trust I (TASC)               6.300    06/01/2019(s)    06/01/2010(b)       14,897,794
------------------------------------------------------------------------------------------------------------------------
  2,220,000  NY Counties Tobacco Trust I (TASC)               6.500    06/01/2035(s)    06/01/2011(b)        2,367,053
------------------------------------------------------------------------------------------------------------------------
 13,240,000  NY Counties Tobacco Trust I (TASC) RITES(i)     14.425(r) 06/01/2028(s)    06/01/2011(b)       15,122,066
------------------------------------------------------------------------------------------------------------------------
 20,000,000  NY Counties Tobacco Trust II (TASC)              5.250    06/01/2025       02/15/2009(c)       19,409,200
------------------------------------------------------------------------------------------------------------------------
  7,055,000  NY Counties Tobacco Trust II (TASC)              5.625    06/01/2035       03/22/2019(c)        7,022,970
------------------------------------------------------------------------------------------------------------------------
  1,675,000  NY Counties Tobacco Trust II (TASC)              5.750    06/01/2014       06/01/2012(b)        1,721,833
------------------------------------------------------------------------------------------------------------------------
 16,260,000  NY Counties Tobacco Trust II (TASC)              5.750    06/01/2043(s)    06/01/2012(b)       16,328,617
------------------------------------------------------------------------------------------------------------------------
  2,120,000  NY Counties Tobacco Trust II (TASC)              6.000    06/01/2015       06/01/2012(b)        2,222,799
------------------------------------------------------------------------------------------------------------------------
  2,330,000  NY Counties Tobacco Trust II (TASC)              6.000    06/01/2016       06/01/2012(b)        2,429,771
------------------------------------------------------------------------------------------------------------------------
     20,000  NYC GO                                           5.500    10/01/2014       10/01/2005(b)           20,498
------------------------------------------------------------------------------------------------------------------------
     10,000  NYC GO                                           5.500    10/01/2016       10/01/2005(b)           10,468
------------------------------------------------------------------------------------------------------------------------
 14,765,000  NYC GO                                           5.500    05/15/2024(s)    05/15/2012(b)       14,804,423
------------------------------------------------------------------------------------------------------------------------
     15,000  NYC GO                                           5.600    12/01/2010       06/01/2002(b)           15,047
------------------------------------------------------------------------------------------------------------------------
     10,000  NYC GO                                           5.625    10/01/2012       10/01/2003(b)           10,212
------------------------------------------------------------------------------------------------------------------------
     20,000  NYC GO                                           5.625    10/01/2013       10/01/2005(b)           20,946
------------------------------------------------------------------------------------------------------------------------
     15,000  NYC GO                                           5.625    08/01/2014       08/01/2006(b)           15,740
------------------------------------------------------------------------------------------------------------------------
     20,000  NYC GO                                           5.750    08/15/2012       08/15/2005(b)           20,500
------------------------------------------------------------------------------------------------------------------------
     15,000  NYC GO                                           5.750    05/15/2013       05/15/2005(b)           15,643
------------------------------------------------------------------------------------------------------------------------
      5,000  NYC GO                                           5.750    02/01/2015(s)    02/01/2008(b)            5,164
------------------------------------------------------------------------------------------------------------------------
     25,000  NYC GO                                           5.750    08/01/2015       08/01/2005(b)           26,255
------------------------------------------------------------------------------------------------------------------------
 14,280,000  NYC GO(w)                                        5.750    12/01/2022       12/01/2011(b)       14,708,828
------------------------------------------------------------------------------------------------------------------------
     60,000  NYC GO                                           5.800    08/01/2013       08/01/2005(b)           62,867
------------------------------------------------------------------------------------------------------------------------
     50,000  NYC GO                                           6.000    08/01/2006       02/01/2002(a)           51,309
------------------------------------------------------------------------------------------------------------------------
     15,000  NYC GO                                           6.000    08/01/2006       02/01/2002(b)           15,065
------------------------------------------------------------------------------------------------------------------------
     10,000  NYC GO                                           6.000    08/01/2007       02/01/2002(b)           10,043
------------------------------------------------------------------------------------------------------------------------
      5,000  NYC GO                                           6.000    08/01/2008       02/01/2002(b)            5,022
------------------------------------------------------------------------------------------------------------------------
     15,000  NYC GO                                           6.000    05/15/2010       05/15/2003(b)           15,899
------------------------------------------------------------------------------------------------------------------------
     30,000  NYC GO                                           6.000    08/01/2010       08/01/2003(b)           31,987
------------------------------------------------------------------------------------------------------------------------
     55,000  NYC GO                                           6.000    02/01/2011       02/01/2006(b)           57,974
------------------------------------------------------------------------------------------------------------------------
     30,000  NYC GO                                           6.000    02/15/2011       02/15/2005(b)           31,235
------------------------------------------------------------------------------------------------------------------------
    130,000  NYC GO                                           6.000    08/01/2011       02/01/2002(a)          130,560
------------------------------------------------------------------------------------------------------------------------
     25,000  NYC GO                                           6.000    08/01/2011       08/01/2003(b)           26,656
------------------------------------------------------------------------------------------------------------------------
      5,000  NYC GO                                           6.000    02/15/2012       02/15/2005(b)            5,503
------------------------------------------------------------------------------------------------------------------------
     40,000  NYC GO                                           6.000    02/15/2012       02/15/2005(b)           41,512
------------------------------------------------------------------------------------------------------------------------
     30,000  NYC GO                                           6.000    08/01/2012       02/01/2002(a)           30,331
------------------------------------------------------------------------------------------------------------------------
    115,000  NYC GO                                           6.000    08/01/2012       08/01/2003(b)          118,364

                                    13  |  LIMITED TERM NEW YORK MUNICIPAL FUND


STATEMENT OF INVESTMENTS  Continued

                                                                                           Effective
   Principal                                                                                Maturity         Market Value
      Amount                                         Coupon        Maturity               (Unaudited)*         See Note 1
---------------------------------------------------------------------------------------------------------------------------
New York Continued
$   10,000  NYCGO                                    6.000%      02/15/2014              02/15/2005(b)        $    10,340
---------------------------------------------------------------------------------------------------------------------------
    15,000  NYC GO                                   6.000       02/15/2015              02/15/2005(b)             15,523
---------------------------------------------------------------------------------------------------------------------------
   450,000  NYC GO                                   6.000       08/01/2015              02/01/2002(a)            452,020
---------------------------------------------------------------------------------------------------------------------------
    10,000  NYC GO                                   6.000       08/01/2016(s)           08/01/2006(b)             10,696
---------------------------------------------------------------------------------------------------------------------------
    10,000  NYC GO                                   6.000       05/15/2019              05/15/2003(b)             10,227
---------------------------------------------------------------------------------------------------------------------------
    15,000  NYC GO                                   6.000       08/15/2026(s)           08/15/2008(b)             15,730
---------------------------------------------------------------------------------------------------------------------------
    65,000  NYC GO                                   6.125       08/01/2011              08/01/2004(b)             70,557
---------------------------------------------------------------------------------------------------------------------------
    15,000  NYC GO                                   6.250       10/01/2008              10/01/2002(b)             15,742
---------------------------------------------------------------------------------------------------------------------------
    75,000  NYC GO                                   6.250       08/01/2010              08/01/2004(b)             81,643
---------------------------------------------------------------------------------------------------------------------------
 2,000,000  NYC GO                                   6.250       08/01/2012              08/01/2006(b)          2,127,220
---------------------------------------------------------------------------------------------------------------------------
 4,050,000  NYC GO                                   6.250       08/01/2013              08/01/2006(b)          4,304,178
---------------------------------------------------------------------------------------------------------------------------
    70,000  NYC GO                                   6.250       08/01/2016              08/01/2002(b)             72,747
---------------------------------------------------------------------------------------------------------------------------
    35,000  NYC GO                                   6.250       08/01/2018              08/01/2002(b)             36,232
---------------------------------------------------------------------------------------------------------------------------
   110,000  NYC GO                                   6.250       08/01/2019              08/01/2004(b)            112,394
---------------------------------------------------------------------------------------------------------------------------
    90,000  NYC GO                                   6.250       08/01/2021              08/01/2002(b)             91,849
---------------------------------------------------------------------------------------------------------------------------
   415,000  NYC GO                                   6.375       08/01/2006              08/01/2002(b)            431,276
---------------------------------------------------------------------------------------------------------------------------
 1,460,000  NYC GO                                   6.375       08/01/2007              08/01/2002(b)          1,499,011
---------------------------------------------------------------------------------------------------------------------------
 4,000,000  NYC GO                                   6.375       08/15/2009              08/15/2005(b)          4,413,080
---------------------------------------------------------------------------------------------------------------------------
 1,495,000  NYC GO                                   6.375       08/01/2010              08/01/2005(b)          1,621,597
---------------------------------------------------------------------------------------------------------------------------
   815,000  NYC GO                                   6.375       08/15/2010              08/15/2005(b)            899,165
---------------------------------------------------------------------------------------------------------------------------
 5,400,000  NYC GO                                   6.375       08/01/2012              08/15/2005(b)          5,928,660
---------------------------------------------------------------------------------------------------------------------------
    95,000  NYC GO                                   6.500       08/01/2005              08/01/2002(b)             98,794
---------------------------------------------------------------------------------------------------------------------------
    20,000  NYC GO                                   6.500       08/01/2006              08/01/2002(b)             20,799
---------------------------------------------------------------------------------------------------------------------------
    20,000  NYC GO                                   6.500       08/01/2007              08/01/2002(b)             20,799
---------------------------------------------------------------------------------------------------------------------------
    95,000  NYC GO                                   6.500       08/01/2008              08/01/2002(b)             98,794
---------------------------------------------------------------------------------------------------------------------------
 8,715,000  NYC GO                                   6.500       08/01/2011              08/01/2002(b)          9,063,077
---------------------------------------------------------------------------------------------------------------------------
    70,000  NYC GO                                   6.500       08/01/2012              08/01/2002(b)             72,691
---------------------------------------------------------------------------------------------------------------------------
    55,000  NYC GO                                   6.500       08/01/2013              08/01/2002(b)             57,304
---------------------------------------------------------------------------------------------------------------------------
    20,000  NYC GO                                   6.500       08/01/2014              08/01/2002(b)             20,838
---------------------------------------------------------------------------------------------------------------------------
   103,000  NYC GO                                   6.500       08/01/2014              08/01/2005(b)            112,858
---------------------------------------------------------------------------------------------------------------------------
    40,000  NYC GO                                   6.500       08/01/2016              08/01/2005(b)             43,828
---------------------------------------------------------------------------------------------------------------------------
 7,500,000  NYC GO                                   6.500       05/15/2017              05/15/2010(b)          8,232,675
---------------------------------------------------------------------------------------------------------------------------
    95,000  NYC GO                                   6.500       08/01/2019(s)           08/01/2005(b)             99,887
---------------------------------------------------------------------------------------------------------------------------
    70,000  NYC GO                                   6.600       10/01/2016              10/01/2002(b)             73,394
---------------------------------------------------------------------------------------------------------------------------
     5,000  NYC GO                                   6.750       10/01/2006              10/01/2002(b)              5,266
---------------------------------------------------------------------------------------------------------------------------
     5,000  NYC GO                                   7.000       02/01/2002              02/01/2002                 5,023
---------------------------------------------------------------------------------------------------------------------------
    20,000  NYC GO                                   7.000       08/15/2002              02/15/2002(a)             20,143
---------------------------------------------------------------------------------------------------------------------------
    35,000  NYC GO                                   7.000       02/01/2003              02/01/2002(a)             35,186
---------------------------------------------------------------------------------------------------------------------------
   260,000  NYC GO                                   7.000       02/01/2006              02/01/2002(b)            265,234
---------------------------------------------------------------------------------------------------------------------------
   160,000  NYC GO                                   7.000       12/01/2006              06/01/2002(b)            163,363
---------------------------------------------------------------------------------------------------------------------------
     5,000  NYC GO                                   7.000       02/01/2009              02/01/2002(b)              5,026
---------------------------------------------------------------------------------------------------------------------------
     5,000  NYC GO                                   7.000       10/01/2010              10/01/2002(b)              5,274
---------------------------------------------------------------------------------------------------------------------------
     5,000  NYC GO                                   7.000       12/01/2010              06/01/2002(b)              5,101
---------------------------------------------------------------------------------------------------------------------------
     5,000  NYC GO                                   7.000       02/01/2011              02/01/2002(b)              5,026
---------------------------------------------------------------------------------------------------------------------------
    30,000  NYC GO                                   7.000       02/01/2012              02/01/2002(b)             30,150
---------------------------------------------------------------------------------------------------------------------------
    25,000  NYC GO                                   7.000       10/01/2015              04/01/2002(a)             25,327

                                    14  |  LIMITED TERM NEW YORK MUNICIPAL FUND


                                                                                           Effective
   Principal                                                                                Maturity          Market Value
      Amount                                        Coupon        Maturity               (Unaudited)*           See Note 1
---------------------------------------------------------------------------------------------------------------------------
New York Continued
---------------------------------------------------------------------------------------------------------------------------
$    25,000  NYC GO                                   7.000%       02/01/2016           02/01/2002(b)           $  25,490
---------------------------------------------------------------------------------------------------------------------------
     70,000  NYC GO                                   7.000        10/01/2016           04/01/2002(a)              70,915
---------------------------------------------------------------------------------------------------------------------------
     15,000  NYC GO                                   7.000        02/01/2017           02/01/2002(b)              15,698
---------------------------------------------------------------------------------------------------------------------------
      5,000  NYC GO                                   7.000        02/01/2018           02/01/2002(a)               5,098
---------------------------------------------------------------------------------------------------------------------------
    120,000  NYC GO                                   7.000        02/01/2018           02/01/2002(b)             122,305
---------------------------------------------------------------------------------------------------------------------------
     35,000  NYC GO                                   7.000        10/01/2018           04/01/2002(a)              35,469
---------------------------------------------------------------------------------------------------------------------------
     15,000  NYC GO                                   7.000        10/01/2019           04/01/2002(a)              15,235
---------------------------------------------------------------------------------------------------------------------------
     15,000  NYC GO                                   7.000        02/01/2022           02/01/2002(a)              15,294
---------------------------------------------------------------------------------------------------------------------------
      5,000  NYC GO                                   7.100        02/01/2004           02/01/2002(b)               5,017
---------------------------------------------------------------------------------------------------------------------------
    175,000  NYC GO                                   7.100        02/01/2009           02/01/2002(b)             178,440
---------------------------------------------------------------------------------------------------------------------------
     20,000  NYC GO                                   7.100        02/01/2010           02/01/2002(b)              20,393
---------------------------------------------------------------------------------------------------------------------------
     30,000  NYC GO                                   7.200        08/01/2002           02/01/2002(b)              30,361
---------------------------------------------------------------------------------------------------------------------------
      5,000  NYC GO                                   7.200        02/01/2005           02/01/2002(b)               5,027
---------------------------------------------------------------------------------------------------------------------------
     40,000  NYC GO                                   7.250        10/01/2005           04/01/2002(a)              40,534
---------------------------------------------------------------------------------------------------------------------------
    100,000  NYC GO                                   7.250        02/01/2007           02/01/2002(a)             100,552
---------------------------------------------------------------------------------------------------------------------------
      5,000  NYC GO                                   7.250        02/01/2007           02/01/2002(b)               5,027
---------------------------------------------------------------------------------------------------------------------------
     15,000  NYC GO                                   7.250        08/15/2017           02/15/2002(a)              15,116
---------------------------------------------------------------------------------------------------------------------------
    120,000  NYC GO                                   7.500        08/15/2003           02/15/2002(b)             120,934
---------------------------------------------------------------------------------------------------------------------------
     20,000  NYC GO                                   7.500        12/01/2003           06/01/2002(a)              20,462
---------------------------------------------------------------------------------------------------------------------------
 10,135,000  NYC GO                                   7.500        02/01/2004           02/01/2002(b)          10,343,274
---------------------------------------------------------------------------------------------------------------------------
  2,000,000  NYC GO                                   7.500        02/01/2004           02/01/2002(b)           2,041,020
---------------------------------------------------------------------------------------------------------------------------
     25,000  NYC GO                                   7.500        12/01/2004           06/01/2002(a)              25,577
---------------------------------------------------------------------------------------------------------------------------
    160,000  NYC GO                                   7.500        02/01/2005           02/01/2002(b)             163,288
---------------------------------------------------------------------------------------------------------------------------
      5,000  NYC GO                                   7.500        08/15/2005           02/15/2002(b)               5,039
---------------------------------------------------------------------------------------------------------------------------
  2,445,000  NYC GO                                   7.500        02/01/2006           02/01/2002(b)           2,495,245
---------------------------------------------------------------------------------------------------------------------------
    160,000  NYC GO                                   7.500        02/01/2007           02/01/2002(b)             163,288
---------------------------------------------------------------------------------------------------------------------------
     25,000  NYC GO                                   7.500        02/01/2008           02/01/2002(b)              26,226
---------------------------------------------------------------------------------------------------------------------------
      5,000  NYC GO                                   7.500        02/01/2008           02/01/2002(b)               5,100
---------------------------------------------------------------------------------------------------------------------------
    785,000  NYC GO                                   7.500        02/01/2009           02/01/2002(b)             801,132
---------------------------------------------------------------------------------------------------------------------------
     40,000  NYC GO                                   7.650        02/01/2007           02/01/2002(b)              40,827
---------------------------------------------------------------------------------------------------------------------------
      5,000  NYC GO                                   7.700        02/01/2009           02/01/2002(b)               5,104
---------------------------------------------------------------------------------------------------------------------------
     75,000  NYC GO                                   7.750        08/15/2006           02/15/2002(b)              76,557
---------------------------------------------------------------------------------------------------------------------------
     15,000  NYC GO                                   7.750        08/15/2007           02/15/2002(b)              15,311
---------------------------------------------------------------------------------------------------------------------------
     20,000  NYC GO                                   7.750        08/15/2014           02/15/2002(b)              20,413
---------------------------------------------------------------------------------------------------------------------------
     20,000  NYC GO                                   7.750        08/15/2028           02/15/2002(b)              20,139
---------------------------------------------------------------------------------------------------------------------------
      5,000  NYC GO                                   8.000        08/01/2003           02/01/2002(b)               5,030
---------------------------------------------------------------------------------------------------------------------------
     60,000  NYC GO                                   8.000        08/01/2003           02/01/2002(b)              61,258
---------------------------------------------------------------------------------------------------------------------------
  1,355,000  NYC GO CAB                               0.000(v)     05/15/2014           05/15/2008(b)           1,322,223
---------------------------------------------------------------------------------------------------------------------------
  5,000,000  NYC GO CARS                             10.245(r)     09/01/2011           08/01/2002(b)           5,275,000
---------------------------------------------------------------------------------------------------------------------------
     10,000  NYC GO DIAMONDS                          0.000(v)     08/01/2007           08/01/2002(b)               9,870
---------------------------------------------------------------------------------------------------------------------------
  1,950,000  NYC GO LIMO                              0.000(v)     02/01/2007           02/01/2002(b)           1,971,138
---------------------------------------------------------------------------------------------------------------------------
    115,000  NYC GO PRAMS                             0.000(v)     10/01/2006           10/01/2002(b)             114,622
---------------------------------------------------------------------------------------------------------------------------
    350,000  NYC HDC (Barclay Avenue)                 5.750        04/01/2007           11/21/2004(c)             369,558
---------------------------------------------------------------------------------------------------------------------------
  1,715,000  NYC HDC (Multifamily Hsg.), Series A     6.550        10/01/2015(s)        04/01/2003(b)           1,778,266
---------------------------------------------------------------------------------------------------------------------------
  1,970,000  NYC HDC (Pass Through Certificate)(i)    6.500        09/20/2003           05/24/2003(c)           2,077,089
---------------------------------------------------------------------------------------------------------------------------
  1,675,000  NYC IDA (Acme Architectural Products)    5.875        11/01/2009           08/21/2006(c)           1,573,662

                                    15  |  LIMITED TERM NEW YORK MUNICIPAL FUND


STATEMENT OF INVESTMENTS  Continued

                                                                                           Effective
   Principal                                                                                Maturity           Market Value
      Amount                                              Coupon         Maturity        (Unaudited)*            See Note 1
---------------------------------------------------------------------------------------------------------------------------
New York Continued
$10,000,000  NYC IDA
             (Airis JFK I/JFK International Airport)       6.000%      07/01/2015       03/09/2013(c)         $  9,615,800
---------------------------------------------------------------------------------------------------------------------------
    600,000  NYC IDA (ALA Realty)                          7.000       12/01/2005       07/01/2004(c)              617,550
---------------------------------------------------------------------------------------------------------------------------
    570,000  NYC IDA (Atlantic Veal & Lamb)                7.250       12/01/2008       03/16/2006(c)              575,865
---------------------------------------------------------------------------------------------------------------------------
    255,000  NYC IDA
             (Brooklyn Heights Montessori School)          7.500       01/01/2007       09/23/2004(c)              256,999
---------------------------------------------------------------------------------------------------------------------------
    670,000  NYC IDA (Chardan Corp.)                       6.250       11/01/2008       01/24/2006(c)              662,952
---------------------------------------------------------------------------------------------------------------------------
    235,000  NYC IDA (College of Aeronautics)              5.500       05/01/2012       05/01/2012                 233,792
---------------------------------------------------------------------------------------------------------------------------
    550,000  NYC IDA (College of Aeronautics)              5.500       05/01/2013       05/01/2013                 542,437
---------------------------------------------------------------------------------------------------------------------------
    195,000  NYC IDA (College of Mount St. Vincent)        7.000       05/01/2008       04/02/2003(g)              204,740
---------------------------------------------------------------------------------------------------------------------------
    360,000  NYC IDA (College of New Rochelle)             6.200       09/01/2010(s)    09/01/2005(b)              380,934
---------------------------------------------------------------------------------------------------------------------------
    500,000  NYC IDA (College of New Rochelle)             6.300       09/01/2015(s)    09/01/2005(b)              522,640
---------------------------------------------------------------------------------------------------------------------------
    595,000  NYC IDA (Comprehensive Care Management)       5.750       11/01/2008       01/23/2006(c)              585,058
---------------------------------------------------------------------------------------------------------------------------
    235,000  NYC IDA (Comprehensive Care Management)       5.750       11/01/2008       01/09/2006(c)              231,080
---------------------------------------------------------------------------------------------------------------------------
    490,000  NYC IDA (Comprehensive Care Management)       7.250       12/01/2006       01/25/2005(c)              514,833
---------------------------------------------------------------------------------------------------------------------------
    578,397  NYC IDA (Cummins Engine)                      6.500       03/01/2005       08/22/2003(c)              574,661
---------------------------------------------------------------------------------------------------------------------------
    205,000  NYC IDA (Elmhurst Hospital Parking Garage)    7.400       07/30/2002       07/30/2002                 209,489
---------------------------------------------------------------------------------------------------------------------------
    755,000  NYC IDA (Essie Cosmetics)                     5.500       11/01/2008       01/22/2006(c)              729,043
---------------------------------------------------------------------------------------------------------------------------
  1,015,000  NYC IDA (Friends Seminary School)             6.250       09/15/2010       02/20/2007(c)            1,045,491
---------------------------------------------------------------------------------------------------------------------------
  1,060,000  NYC IDA (Gabrielli Truck Sales)               7.250       12/01/2007       01/19/2006(c)            1,061,993
---------------------------------------------------------------------------------------------------------------------------
 19,545,000  NYC IDA (Japan Airlines)                      6.000       11/01/2015       09/10/2004(g)           20,608,248
---------------------------------------------------------------------------------------------------------------------------
    415,000  NYC IDA (JBFS)                                6.500       12/15/2002       12/15/2002                 416,150
---------------------------------------------------------------------------------------------------------------------------
    385,000  NYC IDA (Julia Gray)                          6.500       11/01/2007       07/15/2005(c)              382,012
---------------------------------------------------------------------------------------------------------------------------
    375,000  NYC IDA (Koenig Manufacturing)                7.375       12/01/2010       06/09/2007(c)              379,455
---------------------------------------------------------------------------------------------------------------------------
    755,000  NYC IDA (MediSys Health Network)              5.750       03/15/2006       11/16/2004(c)              735,793
---------------------------------------------------------------------------------------------------------------------------
    650,000  NYC IDA (Morrisons Pastry)                    5.750       11/01/2009       06/27/2005(c)              610,519
---------------------------------------------------------------------------------------------------------------------------
    190,000  NYC IDA (Nightingale-Bamford School)          5.850       01/15/2020(s)    01/15/2005(b)              195,548
---------------------------------------------------------------------------------------------------------------------------
  1,880,000  NYC IDA (NYC Outward Bound Center)            6.750       11/01/2010(s)    05/01/2002(b)            1,899,533
---------------------------------------------------------------------------------------------------------------------------
    195,000  NYC IDA
              (Ohel Children's Home & Family Services)     7.125       03/15/2003       09/18/2002(c)              205,799
---------------------------------------------------------------------------------------------------------------------------
  2,080,000  NYC IDA (Polytechnic University)              6.000       11/01/2020(s)    11/01/2010(b)            2,139,051
---------------------------------------------------------------------------------------------------------------------------
    585,000  NYC IDA (Precision Gear)                      5.875       11/01/2009       08/30/2006(c)              554,557
---------------------------------------------------------------------------------------------------------------------------
    495,000  NYC IDA (Precision Gear)                      5.875       11/01/2009       08/15/2006(c)              469,240
---------------------------------------------------------------------------------------------------------------------------
    175,000  NYC IDA (Precision Gear)                      6.500       11/01/2008       02/13/2006(c)              173,715
---------------------------------------------------------------------------------------------------------------------------
    410,000  NYC IDA (Promotional Slideguide)              7.000       12/01/2005       07/06/2004(c)              421,677
---------------------------------------------------------------------------------------------------------------------------
  2,150,000  NYC IDA
              (Special Needs Facilities Pooled Program)    5.950       07/01/2008       01/27/2005(c)            2,021,430
---------------------------------------------------------------------------------------------------------------------------
    135,000  NYC IDA (Streamline Plastics)                 7.125       12/01/2005       07/18/2004(c)              135,984
---------------------------------------------------------------------------------------------------------------------------
     30,000  NYC IDA (Terminal One Group Association)      5.900       01/01/2006       01/01/2006                  30,634
---------------------------------------------------------------------------------------------------------------------------
 48,195,000  NYC IDA (Terminal One Group Association)      6.000       01/01/2015(s)    01/01/2006(b)           49,084,198
---------------------------------------------------------------------------------------------------------------------------
  2,185,000  NYC IDA (Terminal One Group Association)      6.000       01/01/2019(s)    01/01/2006(c)            2,223,762
---------------------------------------------------------------------------------------------------------------------------
     95,000  NYC IDA (Terminal One Group Association)      6.100       01/01/2009       01/01/2006(b)               97,227
---------------------------------------------------------------------------------------------------------------------------
 10,045,000  NYC IDA (Terminal One Group Association)      6.125       01/01/2024       01/01/2006(b)           10,231,636
---------------------------------------------------------------------------------------------------------------------------
    935,000  NYC IDA (Ulano)                               6.250       11/01/2006       12/15/2004(c)              912,616
---------------------------------------------------------------------------------------------------------------------------
    160,000  NYC IDA (United Nations School)               6.050       12/01/2005       12/01/2005                 171,566
---------------------------------------------------------------------------------------------------------------------------
    170,000  NYC IDA (United Nations School)               6.100       12/01/2006       12/01/2006                 182,684
---------------------------------------------------------------------------------------------------------------------------
    180,000  NYC IDA (United Nations School)               6.150       12/01/2007       12/01/2007                 193,221

                                    16  |  LIMITED TERM NEW YORK MUNICIPAL FUND


                                                                                           Effective
   Principal                                                                                Maturity       Market Value
      Amount                                                 Coupon    Maturity          (Unaudited)*        See Note 1
---------------------------------------------------------------------------------------------------------------------------
New York Continued
$   500,000  NYC IDA (USTA National Tennis Center)             6.375%    11/15/2014(s)   11/15/2004(b)   $     552,310
---------------------------------------------------------------------------------------------------------------------------
  1,800,000  NYC IDA (Visy Paper)                              7.550     01/01/2005      08/01/2003(c)       1,830,492
---------------------------------------------------------------------------------------------------------------------------
  4,000,000  NYC IDA (Visy Paper)                              7.800     01/01/2016      10/04/2007(g)       4,179,440
---------------------------------------------------------------------------------------------------------------------------
    465,000  NYC IDA (World Casing Corp.)                      5.950     11/01/2007      07/09/2005(c)         452,566
---------------------------------------------------------------------------------------------------------------------------
  1,000,000  NYC IDA (Zeluck, Inc.)(w)                         6.250     11/01/2011      05/02/2007(c)       1,001,670
---------------------------------------------------------------------------------------------------------------------------
     20,000  NYC Municipal Water Finance Authority             5.500     06/15/2019(s)   06/15/2005(b)          20,209
---------------------------------------------------------------------------------------------------------------------------
     50,000  NYC Municipal Water Finance Authority             5.500     06/15/2020(s)   06/15/2002(b)          50,074
---------------------------------------------------------------------------------------------------------------------------
    140,000  NYC Municipal Water Finance Authority             5.500     06/15/2020(s)   06/15/2002(b)         140,207
---------------------------------------------------------------------------------------------------------------------------
  1,000,000  NYC Municipal Water Finance Authority             5.500     06/15/2024(s)   06/15/2007(b)       1,011,600
---------------------------------------------------------------------------------------------------------------------------
    855,000  NYC Municipal Water Finance Authority             5.750     06/15/2013(s)   06/15/2002(a)         920,989
---------------------------------------------------------------------------------------------------------------------------
     50,000  NYC Municipal Water Finance Authority             5.750     06/15/2013(s)   06/15/2002(a)          55,574
---------------------------------------------------------------------------------------------------------------------------
     40,000  NYC Municipal Water Finance Authority             5.750     06/15/2018(s)   06/15/2004(b)          40,707
---------------------------------------------------------------------------------------------------------------------------
     50,000  NYC Municipal Water Finance Authority             6.000     06/15/2017      06/15/2002(b)          51,526
---------------------------------------------------------------------------------------------------------------------------
     50,000  NYC Municipal Water Finance Authority             6.000     06/15/2017(s)   06/15/2002(b)          51,526
---------------------------------------------------------------------------------------------------------------------------
     25,000  NYC Public Hsg. Authority                         6.000     01/01/2004      07/01/2002(b)          25,629
---------------------------------------------------------------------------------------------------------------------------
  4,520,000  NYC TFA, Series C                                 5.500     11/01/2029(s)   05/01/2012(b)       4,581,879
---------------------------------------------------------------------------------------------------------------------------
     20,000  NYC Transit Authority (Livingston Plaza)          6.000     01/01/2024      07/01/2002(b)          20,054
---------------------------------------------------------------------------------------------------------------------------
     30,000  NYS DA
             (Bishop Henry B. Hucles Nursing Home)             5.625     07/01/2018(s)   07/01/2008(b)          30,341
---------------------------------------------------------------------------------------------------------------------------
    265,000  NYS DA (Brooklyn Law School)                      6.375     07/01/2007(s)   07/01/2002(b)         273,944
---------------------------------------------------------------------------------------------------------------------------
    565,000  NYS DA (Brooklyn Law School)                      6.400     07/01/2011(s)   07/01/2002(b)         578,989
---------------------------------------------------------------------------------------------------------------------------
 15,000,000  NYS DA (Catholic Health Services)                 6.500     07/01/2020(s)   07/01/2010(b)      16,181,700
---------------------------------------------------------------------------------------------------------------------------
     15,000  NYS DA (City University)                          0.000     07/01/2004     09/25/2003(c)           13,584
---------------------------------------------------------------------------------------------------------------------------
     60,000  NYS DA (City University)                          0.000     07/01/2004     09/25/2003(c)           53,735
---------------------------------------------------------------------------------------------------------------------------
     35,000  NYS DA (City University)                          0.000     07/01/2005     11/25/2003(c)           29,350
---------------------------------------------------------------------------------------------------------------------------
 11,020,000  NYS DA (City University)                          5.375     07/01/2024     10/16/2022(c)       11,005,674
---------------------------------------------------------------------------------------------------------------------------
    240,000  NYS DA (City University)                          5.375     07/01/2025(s)  07/01/2007(b)          240,905
---------------------------------------------------------------------------------------------------------------------------
     75,000  NYS DA (City University)                          5.500     07/01/2012(s)  07/01/2005(b)           78,265
---------------------------------------------------------------------------------------------------------------------------
  1,900,000  NYS DA (City University)                          6.000     07/01/2010      07/01/2006(b)       2,046,034
---------------------------------------------------------------------------------------------------------------------------
     20,000  NYS DA (College of Saint Rose)                    6.000     07/01/2011(s)   07/01/2002(b)          20,850
---------------------------------------------------------------------------------------------------------------------------
      5,000  NYS DA (College of Saint Rose)                    6.000     07/01/2011(s)   07/01/2002(b)           5,200
---------------------------------------------------------------------------------------------------------------------------
     10,000  NYS DA (Dept. of Education)                       6.125     07/01/2019(s)   07/01/2006(b)          10,770
---------------------------------------------------------------------------------------------------------------------------
      5,000  NYS DA (Dept. of Health)                          5.500     07/01/2014      07/01/2006(b)           5,168
---------------------------------------------------------------------------------------------------------------------------
     50,000  NYS DA (Dept. of Health)                          5.900     07/01/2009      07/01/2004(b)          52,615
---------------------------------------------------------------------------------------------------------------------------
     25,000  NYS DA (Dept. of Health)                          7.400     07/01/2004      07/01/2002(b)          25,505
---------------------------------------------------------------------------------------------------------------------------
 10,000,000  NYS DA (Francis Schervier
             Home & Hospital Obligated Group)                  5.500     07/01/2027(s)   07/01/2009(b)      10,085,500
---------------------------------------------------------------------------------------------------------------------------
     40,000  NYS DA (Jewish Geriatric)                         7.150     08/01/2014      08/01/2004(b)          44,692
---------------------------------------------------------------------------------------------------------------------------
     50,000  NYS DA (Jewish Geriatric)                         7.350     08/01/2029      08/01/2004(b)          55,819
--------------------------------------------------------------------------------------------------------------------------
     35,000  NYS DA (JGB Health Facilities)                    7.000     07/01/2009(s)   07/01/2002(b)          35,499
---------------------------------------------------------------------------------------------------------------------------
  3,880,000  NYS DA (KMH Homes)                                6.950     08/01/2031      02/01/2002(b)       3,969,900
---------------------------------------------------------------------------------------------------------------------------
  1,000,000  NYS DA (Lenox Hill Obligated Group)               5.750     07/01/2017      07/01/2012(b)       1,031,410
---------------------------------------------------------------------------------------------------------------------------
     25,000  NYS DA (Manhattan College)                        6.500     07/01/2019(s)   07/01/2002(b)          26,125
---------------------------------------------------------------------------------------------------------------------------
     20,000  NYS DA (Marist College)                           7.125     07/01/2010(s)   07/01/2002(b)          20,407
---------------------------------------------------------------------------------------------------------------------------
  5,060,000  NYS DA (Miriam Osborn
             Memorial Home Association)                        6.875     07/01/2019(s)   07/01/2010(b)       5,613,109

                                    17  |  LIMITED TERM NEW YORK MUNICIPAL FUND


STATEMENT OF INVESTMENTS  Continued

                                                                                              Effective
   Principal                                                                                   Maturity       Market Value
      Amount                                                     Coupon        Maturity     (Unaudited)*        See Note 1
---------------------------------------------------------------------------------------------------------------------------
New York Continued
$  4,750,000   NYS DA (Mount Sinai School of Medicine)            6.750%     07/01/2009(s)   07/01/2002(b)    $ 4,869,652
---------------------------------------------------------------------------------------------------------------------------
   2,030,000   NYS DA (Mount Sinai School of Medicine)            6.750      07/01/2015(s)   07/01/2002(b)      2,080,851
---------------------------------------------------------------------------------------------------------------------------
     885,000   NYS DA (MSH/NYU Hospital
               Center/HJDOI Obligated Group)                      6.000      07/01/2013      07/01/2011(b)        921,727
---------------------------------------------------------------------------------------------------------------------------
   3,000,000   NYS DA (MSH/NYU Hospital
               Center/HJDOI Obligated Group)                      6.000      07/01/2014      07/01/2011(b)      3,099,750
---------------------------------------------------------------------------------------------------------------------------
  14,540,000   NYS DA (MSH/NYU Hospital
               Center/HJDOI Obligated Group)                      6.500      07/01/2015      07/01/2010(b)     15,654,636
---------------------------------------------------------------------------------------------------------------------------
  11,830,000   NYS DA (MSH/NYU Hospital
               Center/HJDOI Obligated Group)                      6.500      07/01/2016      07/01/2011(b)     12,718,906
---------------------------------------------------------------------------------------------------------------------------
  12,000,000   NYS DA (MSH/NYU Hospital
               Center/HJDOI Obligated Group)                      6.500      07/01/2017      07/01/2010(b)     12,864,960
---------------------------------------------------------------------------------------------------------------------------
   5,000,000   NYS DA (MSH/NYU Hospital
               Center/HJDOI Obligated Group)                      6.625      07/01/2018      07/01/2011(b)      5,388,200
---------------------------------------------------------------------------------------------------------------------------
   5,000,000   NYS DA (MSH/NYU Hospital
               Center/HJDOI Obligated Group)                      6.625      07/01/2019      07/01/2010(b)      5,369,800
---------------------------------------------------------------------------------------------------------------------------
   1,750,000   NYS DA (MSH/NYU Hospital
               Center/HJDOI Obligated Group)                      6.750      07/01/2020      07/01/2010(b)      1,898,680
---------------------------------------------------------------------------------------------------------------------------
      70,000   NYS DA (New Hope Community)                        5.700      07/01/2017(s)   07/01/2005(b)         71,362
---------------------------------------------------------------------------------------------------------------------------
      50,000   NYS DA (Nursing Homes)                             5.500      07/01/2010(s)   07/01/2007(b)         51,968
---------------------------------------------------------------------------------------------------------------------------
   1,400,000   NYS DA (NY Hospital Medical Center)                5.550      08/15/2029(s)   08/15/2011(b)      1,442,084
---------------------------------------------------------------------------------------------------------------------------
   2,680,000   NYS DA (Nyack Hospital)                            6.000      07/01/2006      08/11/2004(c)      2,484,548
---------------------------------------------------------------------------------------------------------------------------
   2,325,000   NYS DA (Nyack Hospital)                            6.250      07/01/2013      05/10/2009(c)      1,951,861
---------------------------------------------------------------------------------------------------------------------------
      25,000   NYS DA (Our Lady of Mercy Hospital)                6.300      08/01/2032(s)   08/01/2002(b)         25,661
---------------------------------------------------------------------------------------------------------------------------
   2,000,000   NYS DA (Park Ridge Hsg.)                           6.375      08/01/2020(s)   08/01/2010(b)      2,155,800
---------------------------------------------------------------------------------------------------------------------------
   1,470,000   NYS DA (Park Ridge Hsg.)                           6.500      08/01/2025(s)   08/01/2010(b)      1,595,979
---------------------------------------------------------------------------------------------------------------------------
     685,000   NYS DA (Pooled Capital Program)                    7.800      12/01/2005(s)   06/01/2002(b)        704,324
---------------------------------------------------------------------------------------------------------------------------
      20,000   NYS DA (St. Vincent's Hospital)                    5.750      08/01/2015(s)   08/01/2007(b)         20,861
---------------------------------------------------------------------------------------------------------------------------
      25,000   NYS DA (St. Vincent's Hospital)                    7.375      08/01/2011      02/01/2002(b)         25,637
---------------------------------------------------------------------------------------------------------------------------
   1,000,000   NYS DA (State University Dormitory Facilities)     5.500      07/01/2020      07/01/2011(b)      1,025,660
---------------------------------------------------------------------------------------------------------------------------
   7,820,000   NYS DA (State University Dormitory Facilities)     5.750      07/01/2023      07/01/2011(b)      8,106,603
---------------------------------------------------------------------------------------------------------------------------
   1,150,000   NYS DA (State University Educational Facilities)   5.750      05/15/2010      05/15/2006(b)      1,226,429
---------------------------------------------------------------------------------------------------------------------------
   2,045,000   NYS DA (State University Educational Facilities)   6.000      05/15/2017      05/15/2002(b)      2,062,485
---------------------------------------------------------------------------------------------------------------------------
     105,000   NYS DA (State University Educational Facilities)   6.000      05/15/2017      05/15/2002(b)        105,318
---------------------------------------------------------------------------------------------------------------------------
     155,000   NYS DA (Suffolk County Judicial Facilities)        9.250      04/15/2006(s)   04/15/2002(b)        166,848
---------------------------------------------------------------------------------------------------------------------------
      30,000   NYS DA (Suffolk County Judicial Facilities)        9.500      04/15/2014(s)   04/15/2002(b)         34,440
---------------------------------------------------------------------------------------------------------------------------
   3,500,000   NYS DA (Teresian House)                            5.250      07/01/2017      11/02/2013(c)      3,454,395
---------------------------------------------------------------------------------------------------------------------------
     145,000   NYS DA (University of Rochester)                   6.500      07/01/2009(s)   07/01/2002(b)        145,710
---------------------------------------------------------------------------------------------------------------------------
      20,000   NYS DA (University of Rochester)                   6.500      07/01/2009(s)   07/01/2002(b)         20,098
---------------------------------------------------------------------------------------------------------------------------
      60,000   NYS DA (Upstate Community Colleges)                5.500      07/01/2014(s)   07/01/2005(b)         62,041
---------------------------------------------------------------------------------------------------------------------------
      55,000   NYS DA (Upstate Community Colleges)                5.625      07/01/2012(s)   07/01/2004(b)         57,082
---------------------------------------------------------------------------------------------------------------------------
      35,000   NYS DA (Upstate Community Colleges)                5.875      07/01/2016(s)   07/01/2009(b)         36,818
---------------------------------------------------------------------------------------------------------------------------
      20,000   NYS DA (WHELC)                                     5.800      02/01/2028      08/01/2005(b)         20,308
---------------------------------------------------------------------------------------------------------------------------
     195,000   NYS EFC (Consolidated Water)                       7.150      11/01/2014(s)   11/01/2004(b)        199,272
---------------------------------------------------------------------------------------------------------------------------
      20,000   NYS EFC (New Rochelle Water)                       6.400      12/01/2024      06/01/2002(b)         20,255
---------------------------------------------------------------------------------------------------------------------------
      85,000   NYS EFC (NYS Water Services)                       6.600      06/15/2005      06/15/2002(b)         87,134
---------------------------------------------------------------------------------------------------------------------------
      25,000   NYS EFC (NYS Water Services)                       6.600      03/15/2012      03/15/2002(b)         25,623

                                    18  |  LIMITED TERM NEW YORK MUNICIPAL FUND


                                                                                       Effective
  Principal                                                                             Maturity        Market Value
     Amount                                             Coupon        Maturity       (Unaudited)*         See Note 1
---------------------------------------------------------------------------------------------------------------------
New York Continued
$ 2,025,000   NYS EFC (NYS Water Services)               6.700%     09/15/2004        03/15/2002(b)     $  2,055,598
---------------------------------------------------------------------------------------------------------------------
    200,000   NYS EFC (NYS Water Services)               6.850      03/15/2003        03/15/2002(b)          202,164
---------------------------------------------------------------------------------------------------------------------
  2,370,000   NYS EFC (NYS Water Services)               6.875      06/15/2010(s)     06/15/2002(b)        2,525,827
---------------------------------------------------------------------------------------------------------------------
  1,705,000   NYS EFC (NYS Water Services)               6.875      06/15/2014(s)     11/15/2004(b)        1,876,114
---------------------------------------------------------------------------------------------------------------------
    545,000   NYS EFC (NYS Water Services)               6.900      05/15/2015        08/05/2004(g)          610,242
---------------------------------------------------------------------------------------------------------------------
    750,000   NYS EFC (NYS Water Services)               6.900      11/15/2015(s)     11/15/2004(b)          839,782
---------------------------------------------------------------------------------------------------------------------
      5,000   NYS EFC (NYS Water Services)               7.050      06/15/2004        06/15/2002(b)            5,127
---------------------------------------------------------------------------------------------------------------------
    210,000   NYS EFC (NYS Water Services)               7.200      03/15/2011(s)     03/15/2002(b)          212,444
---------------------------------------------------------------------------------------------------------------------
    640,000   NYS EFC (NYS Water Services)               7.250      06/15/2010(s)     06/15/2002(b)          656,358
---------------------------------------------------------------------------------------------------------------------
    400,000   NYS EFC (NYS Water Services)               7.500      03/15/2011(s)     03/15/2002(b)          402,276
---------------------------------------------------------------------------------------------------------------------
 14,915,000   NYS EFC (NYS Water Services)               7.500      06/15/2012(s)     06/15/2002(b)       15,345,298
---------------------------------------------------------------------------------------------------------------------
    450,000   NYS EFC (NYS Water Services)               7.500      06/15/2012(s)     06/15/2002(b)          462,982
---------------------------------------------------------------------------------------------------------------------
     50,000   NYS EFC (State Park Infrastructure)        5.750      03/15/2013(s)     03/15/2004(b)           51,951
---------------------------------------------------------------------------------------------------------------------
 22,810,000   NYS ERDA (Brooklyn Union Gas)              6.750      02/01/2024        05/06/2002(b)       23,578,697
---------------------------------------------------------------------------------------------------------------------
 13,505,000   NYS ERDA (Brooklyn Union Gas)              6.750      02/01/2024        05/12/2002(b)       13,969,842
---------------------------------------------------------------------------------------------------------------------
     25,000   NYS ERDA (Con Ed)                          6.000      03/15/2028        03/15/2005(b)           25,576
---------------------------------------------------------------------------------------------------------------------
  4,000,000   NYS ERDA (Con Ed)                          6.100      08/15/2020        07/01/2005(b)        4,154,240
---------------------------------------------------------------------------------------------------------------------
 29,380,000   NYS ERDA (Con Ed)                          7.125      12/01/2029        12/01/2004(b)       32,926,754
---------------------------------------------------------------------------------------------------------------------
  3,020,000   NYS ERDA (LILCO)                           6.900      08/01/2022        02/01/2002(b)        3,166,983
---------------------------------------------------------------------------------------------------------------------
  2,045,000   NYS ERDA (LILCO)                           7.150      09/01/2019        06/15/2002(b)        2,116,391
---------------------------------------------------------------------------------------------------------------------
 12,750,000   NYS ERDA (LILCO)                           7.150      06/01/2020        06/15/2002(b)       13,195,102
---------------------------------------------------------------------------------------------------------------------
    860,000   NYS ERDA (LILCO)                           7.150      12/01/2020        06/15/2002(b)          890,023
---------------------------------------------------------------------------------------------------------------------
    940,000   NYS ERDA (LILCO)                           7.150      02/01/2022        06/15/2002(b)          972,815
---------------------------------------------------------------------------------------------------------------------
 21,500,000   NYS ERDA (NIMO)                            6.625      10/01/2013        04/01/2002(b)       22,225,625
---------------------------------------------------------------------------------------------------------------------
     45,000   NYS ERDA (RG&E)                            6.350      05/15/2032        05/15/2002(b)           46,577
---------------------------------------------------------------------------------------------------------------------
  3,575,000   NYS ERDA (RG&E)                            6.500      05/15/2032        05/15/2002(b)        3,662,587
---------------------------------------------------------------------------------------------------------------------
     40,000   NYS GO                                     6.600      12/01/2014        06/01/2002(b)           41,292
---------------------------------------------------------------------------------------------------------------------
    114,000   NYS HFA (General Hsg.)                     6.500      11/01/2003        05/01/2002(b)          115,352
---------------------------------------------------------------------------------------------------------------------
     10,000   NYS HFA (General Hsg.)                     6.600      11/01/2005        05/01/2002(b)           10,119
---------------------------------------------------------------------------------------------------------------------
     30,000   NYS HFA (General Hsg.)                     6.600      11/01/2006        05/01/2002(b)           30,358
---------------------------------------------------------------------------------------------------------------------
  1,435,000   NYS HFA (Health Facility)                  6.000      05/01/2007        05/01/2007           1,549,384
---------------------------------------------------------------------------------------------------------------------
  2,165,000   NYS HFA (Health Facility)                  6.000      05/01/2008        05/01/2006(b)        2,316,593
---------------------------------------------------------------------------------------------------------------------
  1,175,000   NYS HFA (HELP-Bronx Hsg.)                  8.050      11/01/2005(s)     05/01/2002(b)        1,235,642
---------------------------------------------------------------------------------------------------------------------
      5,000   NYS HFA (Hospital & Nursing Home)          5.500      11/01/2005        05/01/2002(a)            5,425
---------------------------------------------------------------------------------------------------------------------
      5,000   NYS HFA (Hospital & Nursing Home)          5.500      11/01/2012        05/01/2002(a)            5,388
---------------------------------------------------------------------------------------------------------------------
     15,000   NYS HFA (Hospital & Nursing Home)          5.875      11/01/2010        05/01/2002(a)           16,662
---------------------------------------------------------------------------------------------------------------------
     10,000   NYS HFA (Hospital & Nursing Home)          5.875      11/01/2011        05/01/2002(a)           11,067
---------------------------------------------------------------------------------------------------------------------
      5,000   NYS HFA (Hospital & Nursing Home)          5.900      11/01/2003        05/01/2002(a)            5,314
---------------------------------------------------------------------------------------------------------------------
     30,000   NYS HFA (Hospital & Nursing Home)          5.900      11/01/2005        05/01/2002(a)           32,980
---------------------------------------------------------------------------------------------------------------------
      5,000   NYS HFA (Hospital & Nursing Home)          5.900      11/01/2010        05/01/2002(a)            5,606
---------------------------------------------------------------------------------------------------------------------
     35,000   NYS HFA (Hospital & Nursing Home)          6.000      11/01/2014        05/01/2002(b)           38,764
---------------------------------------------------------------------------------------------------------------------
     10,000   NYS HFA (Hospital & Nursing Home)          6.875      11/01/2004        05/01/2002(a)           11,105
---------------------------------------------------------------------------------------------------------------------
      5,000   NYS HFA (Hospital & Nursing Home)          6.875      11/01/2005        05/01/2002(a)            5,679
---------------------------------------------------------------------------------------------------------------------
    325,000   NYS HFA (Hospital & Nursing Home)          6.875      11/01/2007        05/01/2002(a)          361,969
---------------------------------------------------------------------------------------------------------------------
      5,000   NYS HFA (Hospital & Nursing Home)          6.875      11/01/2009        05/01/2002(a)            5,927
---------------------------------------------------------------------------------------------------------------------
      3,000   NYS HFA (Hospital & Nursing Home)          6.875      11/01/2010        05/01/2002(a)            3,585

                                    19  |  LIMITED TERM NEW YORK MUNICIPAL FUND


STATEMENT OF INVESTMENTS  Continued

                                                                                      Effective
 Principal                                                                             Maturity      Market Value
    Amount                                             Coupon        Maturity       (Unaudited)*       See Note 1
---------------------------------------------------------------------------------------------------------------------
New York Continued
$  590,000   NYS HFA (Hospital & Nursing Home)          7.000%     11/01/2017        05/01/2002(a)     $  695,191
---------------------------------------------------------------------------------------------------------------------
    70,000   NYS HFA (Meadow Manor)                     7.750      11/01/2019(s)     05/01/2002(b)         70,239
---------------------------------------------------------------------------------------------------------------------
   155,000   NYS HFA (Monroe County Health Facilities)  7.625      05/01/2005(s)     05/01/2002(b)        159,346
---------------------------------------------------------------------------------------------------------------------
    10,000   NYS HFA (Multifamily Hsg.)                 0.000      11/01/2010        11/01/2006(b)          6,258
---------------------------------------------------------------------------------------------------------------------
   200,000   NYS HFA (Multifamily Hsg.)                 0.000      11/01/2011        11/01/2006(b)        117,480
---------------------------------------------------------------------------------------------------------------------
   130,000   NYS HFA (Multifamily Hsg.)                 0.000      11/01/2013        11/01/2006(b)         67,181
---------------------------------------------------------------------------------------------------------------------
    30,000   NYS HFA (Multifamily Hsg.)                 5.850      08/15/2013(s)     02/15/2005(b)         30,390
---------------------------------------------------------------------------------------------------------------------
     5,000   NYS HFA (Multifamily Hsg.)                 6.000      08/15/2003        08/15/2003             5,210
---------------------------------------------------------------------------------------------------------------------
 1,000,000   NYS HFA (Multifamily Hsg.)                 6.100      08/15/2016(s)     08/15/2008(b)      1,022,840
---------------------------------------------------------------------------------------------------------------------
    35,000   NYS HFA (Multifamily Hsg.)                 6.200      08/15/2012(s)     08/15/2002(b)         35,854
---------------------------------------------------------------------------------------------------------------------
   150,000   NYS HFA (Multifamily Hsg.)                 6.250      08/15/2023(s)     08/15/2004(b)        152,811
---------------------------------------------------------------------------------------------------------------------
 1,000,000   NYS HFA (Multifamily Hsg.)                 6.450      08/15/2014(s)     08/15/2002(b)      1,026,900
---------------------------------------------------------------------------------------------------------------------
 1,500,000   NYS HFA (Multifamily Hsg.)                 6.500      08/15/2024(s)     08/15/2002(b)      1,542,225
---------------------------------------------------------------------------------------------------------------------
   725,000   NYS HFA (Multifamily Hsg.)                 6.625      08/15/2012        02/15/2003(b)        748,548
---------------------------------------------------------------------------------------------------------------------
 1,620,000   NYS HFA (Multifamily Hsg.)                 6.700      08/15/2025(s)     02/15/2003(b)      1,671,759
---------------------------------------------------------------------------------------------------------------------
   350,000   NYS HFA (Multifamily Hsg.)                 6.850      11/01/2019(s)     11/01/2004(b)        368,868
---------------------------------------------------------------------------------------------------------------------
   455,000   NYS HFA (Multifamily Hsg.)                 6.900      08/15/2007(s)     08/15/2002(b)        470,202
---------------------------------------------------------------------------------------------------------------------
   200,000   NYS HFA (Multifamily Hsg.)                 6.950      08/15/2012(s)     08/15/2002(b)        206,140
---------------------------------------------------------------------------------------------------------------------
    75,000   NYS HFA (Multifamily Hsg.)                 7.000      08/15/2011(s)     02/15/2002(b)         76,763
---------------------------------------------------------------------------------------------------------------------
    20,000   NYS HFA (Multifamily Hsg.)                 7.000      08/15/2022        08/15/2002(b)         20,551
---------------------------------------------------------------------------------------------------------------------
   995,000   NYS HFA (Multifamily Hsg.)                 7.000      08/15/2023(s)     02/15/2002(b)      1,016,064
---------------------------------------------------------------------------------------------------------------------
   255,000   NYS HFA (Multifamily Hsg.)                 7.100      08/15/2035(s)     02/15/2002(b)        261,010
---------------------------------------------------------------------------------------------------------------------
    40,000   NYS HFA (Multifamily Hsg.)                 7.300      11/01/2004        05/01/2002(b)         40,445
---------------------------------------------------------------------------------------------------------------------
   394,000   NYS HFA (Multifamily Hsg.)                 7.450      11/01/2028(s)     11/01/2002(b)        411,970
---------------------------------------------------------------------------------------------------------------------
   105,000   NYS HFA (Multifamily Hsg.)                 7.450      11/01/2028(s)     05/01/2002(b)        109,935
---------------------------------------------------------------------------------------------------------------------
 1,940,000   NYS HFA (Multifamily Hsg.)                 7.750      11/01/2020(s)     05/01/2002(b)      2,051,763
---------------------------------------------------------------------------------------------------------------------
    10,000   NYS HFA (Multifamily Hsg.)                 8.300      05/15/2005(s)     05/01/2002(b)         10,035
---------------------------------------------------------------------------------------------------------------------
     5,000   NYS HFA (Nonprofit Hsg.)                   6.000      11/01/2012        05/01/2002(b)          5,056
---------------------------------------------------------------------------------------------------------------------
    45,000   NYS HFA (Nonprofit Hsg.)                   6.200      11/01/2004        05/01/2002(b)         45,963
---------------------------------------------------------------------------------------------------------------------
    10,000   NYS HFA (Nonprofit Hsg.)                   6.200      11/01/2005        05/01/2002(b)         10,214
---------------------------------------------------------------------------------------------------------------------
    10,000   NYS HFA (Nonprofit Hsg.)                   6.200      11/01/2006        05/01/2002(b)         10,214
---------------------------------------------------------------------------------------------------------------------
    25,000   NYS HFA (Nonprofit Hsg.)                   6.200      11/01/2007        05/01/2002(b)         25,535
---------------------------------------------------------------------------------------------------------------------
    45,000   NYS HFA (Nonprofit Hsg.)                   6.200      11/01/2008        05/01/2002(b)         45,963
---------------------------------------------------------------------------------------------------------------------
    10,000   NYS HFA (Nonprofit Hsg.)                   6.200      11/01/2009        05/01/2002(b)         10,214
---------------------------------------------------------------------------------------------------------------------
    75,000   NYS HFA (Nonprofit Hsg.)                   6.200      11/01/2011        05/01/2002(b)         76,606
---------------------------------------------------------------------------------------------------------------------
    55,000   NYS HFA (Nonprofit Hsg.)                   6.200      11/01/2012        05/01/2002(b)         56,178
---------------------------------------------------------------------------------------------------------------------
    15,000   NYS HFA (Nonprofit Hsg.)                   6.200      11/01/2013        05/01/2002(b)         15,321
---------------------------------------------------------------------------------------------------------------------
    20,000   NYS HFA (Nonprofit Hsg.)                   6.400      11/01/2002        05/01/2002(b)         20,234
---------------------------------------------------------------------------------------------------------------------
    30,000   NYS HFA (Nonprofit Hsg.)                   6.400      11/01/2004        05/01/2002(b)         30,341
---------------------------------------------------------------------------------------------------------------------
   145,000   NYS HFA (Nonprofit Hsg.)                   6.400      11/01/2005        05/01/2002(b)        146,720
---------------------------------------------------------------------------------------------------------------------
   120,000   NYS HFA (Nonprofit Hsg.)                   6.400      11/01/2006        05/01/2002(b)        121,360
---------------------------------------------------------------------------------------------------------------------
     5,000   NYS HFA (Nonprofit Hsg.)                   6.400      11/01/2007        05/01/2002(b)          5,056
---------------------------------------------------------------------------------------------------------------------
    35,000   NYS HFA (Nonprofit Hsg.)                   6.400      11/01/2008        05/01/2002(b)         35,409
---------------------------------------------------------------------------------------------------------------------
    80,000   NYS HFA (Nonprofit Hsg.)                   6.400      11/01/2009        05/01/2002(b)         81,960
---------------------------------------------------------------------------------------------------------------------
     5,000   NYS HFA (Nonprofit Hsg.)                   6.400      11/01/2011        05/01/2002(b)          5,057

                                    20  |  LIMITED TERM NEW YORK MUNICIPAL FUND


                                                                                       Effective
 Principal                                                                              Maturity      Market Value
    Amount                                              Coupon        Maturity       (Unaudited)*       See Note 1
----------------------------------------------------------------------------------------------------------------------
New York Continued
$  765,000   NYS HFA (Nonprofit Hsg.)                    6.400%     11/01/2012        05/01/2002(b)     $  774,142
----------------------------------------------------------------------------------------------------------------------
    55,000   NYS HFA (Nonprofit Hsg.)                    6.400      11/01/2013        05/01/2002(b)         57,426
----------------------------------------------------------------------------------------------------------------------
    60,000   NYS HFA (Nonprofit Hsg.)                    6.500      11/01/2002        05/01/2002(b)         60,816
----------------------------------------------------------------------------------------------------------------------
     5,000   NYS HFA (Nonprofit Hsg.)                    6.500      11/01/2003        05/01/2002(b)          5,059
----------------------------------------------------------------------------------------------------------------------
    10,000   NYS HFA (Nonprofit Hsg.)                    6.600      11/01/2002        05/01/2002(b)         10,237
----------------------------------------------------------------------------------------------------------------------
   230,000   NYS HFA (Nonprofit Hsg.)                    6.600      11/01/2003        05/01/2002(b)        235,039
----------------------------------------------------------------------------------------------------------------------
    75,000   NYS HFA (Nonprofit Hsg.)                    6.600      11/01/2005        05/01/2002(b)         76,642
----------------------------------------------------------------------------------------------------------------------
    50,000   NYS HFA (Nonprofit Hsg.)                    6.600      11/01/2005        05/01/2002(b)         50,596
----------------------------------------------------------------------------------------------------------------------
    45,000   NYS HFA (Nonprofit Hsg.)                    6.600      11/01/2006        05/01/2002(b)         45,985
----------------------------------------------------------------------------------------------------------------------
    15,000   NYS HFA (Nonprofit Hsg.)                    6.600      11/01/2006        05/01/2002(b)         15,179
----------------------------------------------------------------------------------------------------------------------
   180,000   NYS HFA (Nonprofit Hsg.)                    6.600      11/01/2007        05/01/2002(b)        183,940
----------------------------------------------------------------------------------------------------------------------
   115,000   NYS HFA (Nonprofit Hsg.)                    6.600      11/01/2007        05/01/2002(b)        116,371
----------------------------------------------------------------------------------------------------------------------
    25,000   NYS HFA (Nonprofit Hsg.)                    6.600      11/01/2008        05/01/2002(b)         25,547
----------------------------------------------------------------------------------------------------------------------
    70,000   NYS HFA (Nonprofit Hsg.)                    6.600      11/01/2008        05/01/2002(b)         73,070
----------------------------------------------------------------------------------------------------------------------
    10,000   NYS HFA (Nonprofit Hsg.)                    6.600      11/01/2009        05/01/2002(b)         10,119
----------------------------------------------------------------------------------------------------------------------
    20,000   NYS HFA (Nonprofit Hsg.)                    6.600      11/01/2009        05/01/2002(b)         20,438
----------------------------------------------------------------------------------------------------------------------
    20,000   NYS HFA (Nonprofit Hsg.)                    6.600      11/01/2010        05/01/2002(b)         20,438
----------------------------------------------------------------------------------------------------------------------
    65,000   NYS HFA (Nonprofit Hsg.)                    6.600      11/01/2011        05/01/2002(b)         66,424
----------------------------------------------------------------------------------------------------------------------
     5,000   NYS HFA (Nonprofit Hsg.)                    6.600      11/01/2011        05/01/2002(b)          5,060
----------------------------------------------------------------------------------------------------------------------
    25,000   NYS HFA (Nonprofit Hsg.)                    6.600      11/01/2012        05/01/2002(b)         25,542
----------------------------------------------------------------------------------------------------------------------
    25,000   NYS HFA (Nonprofit Hsg.)                    6.600      11/01/2013        05/01/2002(b)         25,542
----------------------------------------------------------------------------------------------------------------------
   100,000   NYS HFA (Nonprofit Hsg.)                    6.750      11/01/2004        05/01/2002(b)        104,406
----------------------------------------------------------------------------------------------------------------------
     5,000   NYS HFA (Nonprofit Hsg.)                    6.750      11/01/2005        05/01/2002(b)          5,110
----------------------------------------------------------------------------------------------------------------------
    25,000   NYS HFA (Nonprofit Hsg.)                    6.750      11/01/2007        05/01/2002(b)         25,550
----------------------------------------------------------------------------------------------------------------------
    15,000   NYS HFA (Nonprofit Hsg.)                    6.750      11/01/2008        05/01/2002(b)         15,330
----------------------------------------------------------------------------------------------------------------------
    85,000   NYS HFA (Nonprofit Hsg.)                    6.750      11/01/2009        05/01/2002(b)         86,871
----------------------------------------------------------------------------------------------------------------------
    45,000   NYS HFA (Nonprofit Hsg.)                    6.750      11/01/2010        05/01/2002(b)         45,990
----------------------------------------------------------------------------------------------------------------------
 1,420,000   NYS HFA (Nonprofit Hsg.)                    6.750      11/01/2011        05/01/2002(b)      1,470,808
----------------------------------------------------------------------------------------------------------------------
    30,000   NYS HFA (Nonprofit Hsg.)                    6.750      11/01/2012        05/01/2002(b)         30,653
----------------------------------------------------------------------------------------------------------------------
    61,000   NYS HFA (Nonprofit Hsg.)                    6.875      11/01/2010        05/01/2002(b)         61,784
----------------------------------------------------------------------------------------------------------------------
 1,165,000   NYS HFA (Nonprofit Hsg.)                    8.400      11/01/2002        05/01/2002(b)      1,214,559
----------------------------------------------------------------------------------------------------------------------
 1,265,000   NYS HFA (Nonprofit Hsg.)                    8.400      11/01/2003        05/01/2002(b)      1,318,813
----------------------------------------------------------------------------------------------------------------------
 1,360,000   NYS HFA (Nonprofit Hsg.)                    8.400      11/01/2004        05/01/2002(b)      1,417,854
----------------------------------------------------------------------------------------------------------------------
 1,480,000   NYS HFA (Nonprofit Hsg.)                    8.400      11/01/2005        05/01/2002(b)      1,542,959
----------------------------------------------------------------------------------------------------------------------
 1,600,000   NYS HFA (Nonprofit Hsg.)                    8.400      11/01/2006        05/01/2002(b)      1,668,064
----------------------------------------------------------------------------------------------------------------------
 1,745,000   NYS HFA (Nonprofit Hsg.)                    8.400      11/01/2007        05/01/2002(b)      1,819,232
----------------------------------------------------------------------------------------------------------------------
 1,895,000   NYS HFA (Nonprofit Hsg.)                    8.400      11/01/2008        05/01/2002(b)      1,975,613
----------------------------------------------------------------------------------------------------------------------
   195,000   NYS HFA (Phillips Village)                  6.700      02/15/2002        02/15/2002           195,267
----------------------------------------------------------------------------------------------------------------------
   250,000   NYS HFA (Phillips Village)                  6.700      08/15/2002        08/15/2002           251,918
----------------------------------------------------------------------------------------------------------------------
   175,000   NYS HFA (Phillips Village)                  6.900      02/15/2004        02/15/2004           178,738
----------------------------------------------------------------------------------------------------------------------
    85,000   NYS HFA (Phillips Village)                  6.900      08/15/2004        08/15/2004            87,220
----------------------------------------------------------------------------------------------------------------------
 4,185,000   NYS HFA (Service Contract)                  5.500      09/15/2022(s)     03/15/2005(b)      4,201,070
----------------------------------------------------------------------------------------------------------------------
   380,000   NYS HFA (Simeon Dewitt)                     8.000      11/01/2018(s)     05/01/2002(b)        391,400
----------------------------------------------------------------------------------------------------------------------
   300,000   NYS HFA, Series A                           6.100      11/01/2015(s)     05/01/2008(b)        316,005
----------------------------------------------------------------------------------------------------------------------
     5,000   NYS LGAC                                    5.375      04/01/2014(s)     04/01/2006(b)          5,104

                                    21  |  LIMITED TERM NEW YORK MUNICIPAL FUND


STATEMENT OF INVESTMENTS  Continued

                                                                                         Effective
  Principal                                                                               Maturity          Market Value
     Amount                                               Coupon        Maturity       (Unaudited)*           See Note 1
--------------------------------------------------------------------------------------------------------------------------
New York Continued
$   565,000     NYS LGSC (SCSB)                            6.375%     12/15/2009        10/04/2006(c)       $    555,350
--------------------------------------------------------------------------------------------------------------------------
    950,000     NYS Medcare (Beth Israel Medical Center)   7.125      11/01/2006        12/20/2004(c)            845,557
--------------------------------------------------------------------------------------------------------------------------
    545,000     NYS Medcare (Beth Israel Medical Center)   7.200      11/01/2014        09/12/2011(c)            484,750
--------------------------------------------------------------------------------------------------------------------------
    335,000     NYS Medcare (Beth Israel Medical Center)   7.400      11/01/2004(s)     05/01/2002(b)            342,454
--------------------------------------------------------------------------------------------------------------------------
     20,000     NYS Medcare (Buffalo General Hospital)     6.000      08/15/2014(s)     08/15/2004(b)             21,380
--------------------------------------------------------------------------------------------------------------------------
     35,000     NYS Medcare (Buffalo General Hospital)     6.125      08/15/2024        08/15/2006(b)             37,314
--------------------------------------------------------------------------------------------------------------------------
     10,000     NYS Medcare (Central Suffolk Hospital)     5.875      11/01/2005        05/28/2004(c)              9,906
--------------------------------------------------------------------------------------------------------------------------
     70,000     NYS Medcare (Hospital & Nursing Home)      5.650      08/15/2013        08/15/2005(b)             73,559
--------------------------------------------------------------------------------------------------------------------------
  2,780,000     NYS Medcare (Hospital & Nursing Home)      5.950      08/15/2009        03/18/2003(c)          2,897,566
--------------------------------------------------------------------------------------------------------------------------
    460,000     NYS Medcare (Hospital & Nursing Home)      6.125      02/15/2014        02/15/2004(a)            482,172
--------------------------------------------------------------------------------------------------------------------------
  1,930,000     NYS Medcare (Hospital & Nursing Home)      6.125      02/15/2014(s)     02/15/2006(b)          2,023,798
--------------------------------------------------------------------------------------------------------------------------
      5,000     NYS Medcare (Hospital & Nursing Home)      6.125      02/15/2015(s)     02/15/2006(b)              5,524
--------------------------------------------------------------------------------------------------------------------------
     20,000     NYS Medcare (Hospital & Nursing Home)      6.125      02/15/2015(s)     02/15/2006(b)             21,162
--------------------------------------------------------------------------------------------------------------------------
  2,775,000     NYS Medcare (Hospital & Nursing Home)      6.200      08/15/2013(s)     02/15/2005(b)          2,935,895
--------------------------------------------------------------------------------------------------------------------------
    155,000     NYS Medcare (Hospital & Nursing Home)      6.200      08/15/2022        08/15/2002(b)            159,139
--------------------------------------------------------------------------------------------------------------------------
    200,000     NYS Medcare (Hospital & Nursing Home)      6.250      08/15/2012(s)     08/15/2004(a)            218,398
--------------------------------------------------------------------------------------------------------------------------
     90,000     NYS Medcare (Hospital & Nursing Home)      6.250      02/15/2015        08/15/2005(b)             95,972
--------------------------------------------------------------------------------------------------------------------------
    220,000     NYS Medcare (Hospital & Nursing Home)      6.400      11/01/2014(s)     05/01/2002(b)            228,208
--------------------------------------------------------------------------------------------------------------------------
    570,000     NYS Medcare (Hospital & Nursing Home)      6.500      08/15/2012(s)     08/15/2002(b)            594,339
--------------------------------------------------------------------------------------------------------------------------
    715,000     NYS Medcare (Hospital & Nursing Home)      6.500      02/15/2019(s)     08/15/2002(b)            745,674
--------------------------------------------------------------------------------------------------------------------------
     45,000     NYS Medcare (Hospital & Nursing Home)      6.550      08/15/2012        08/15/2002(b)             47,092
--------------------------------------------------------------------------------------------------------------------------
  1,535,000     NYS Medcare (Hospital & Nursing Home)      6.850      02/15/2012(s)     02/15/2002(b)          1,573,160
--------------------------------------------------------------------------------------------------------------------------
  6,975,000     NYS Medcare (Hospital & Nursing Home)      6.875      02/15/2032        02/15/2002(b)          7,155,792
--------------------------------------------------------------------------------------------------------------------------
     50,000     NYS Medcare (Hospital & Nursing Home)      7.000      08/15/2032(s)     08/15/2002(b)             52,483
--------------------------------------------------------------------------------------------------------------------------
     85,000     NYS Medcare (Hospital & Nursing Home)      7.250      11/01/2002        05/01/2002(b)             86,208
--------------------------------------------------------------------------------------------------------------------------
    395,000     NYS Medcare (Hospital & Nursing Home)      7.250      11/01/2003        05/01/2002(b)            400,376
--------------------------------------------------------------------------------------------------------------------------
     70,000     NYS Medcare (Hospital & Nursing Home)      7.300      08/15/2011        02/15/2002(b)             71,774
--------------------------------------------------------------------------------------------------------------------------
    305,000     NYS Medcare (Hospital & Nursing Home)      7.350      02/15/2029        02/15/2002(b)            306,403
--------------------------------------------------------------------------------------------------------------------------
     95,000     NYS Medcare (Hospital & Nursing Home)      7.350      02/15/2029        02/15/2002(b)             97,722
--------------------------------------------------------------------------------------------------------------------------
  1,825,000     NYS Medcare (Hospital & Nursing Home)      7.400      11/01/2016(s)     05/01/2002(b)          1,900,190
--------------------------------------------------------------------------------------------------------------------------
  5,425,000     NYS Medcare (Hospital & Nursing Home)      7.450      08/15/2031        02/15/2002(a)          5,631,421
--------------------------------------------------------------------------------------------------------------------------
     10,000     NYS Medcare (Hospital & Nursing Home)      7.750      08/15/2010(s)     02/15/2002(b)             10,339
--------------------------------------------------------------------------------------------------------------------------
    135,000     NYS Medcare (Hospital & Nursing Home)      8.625      02/15/2006        02/15/2002(b)            135,871
--------------------------------------------------------------------------------------------------------------------------
    825,000     NYS Medcare (Hospital & Nursing Home)      9.000      02/15/2026        02/15/2002(b)            846,615
--------------------------------------------------------------------------------------------------------------------------
  2,735,000     NYS Medcare (Hospital & Nursing Home)      9.375      11/01/2016(s)     05/01/2002(b)          2,945,595
--------------------------------------------------------------------------------------------------------------------------
  1,820,000     NYS Medcare (Hospital & Nursing Home)     10.000      11/01/2006(s)     05/01/2002(b)          1,939,392
--------------------------------------------------------------------------------------------------------------------------
  1,915,000     NYS Medcare (Huntington Hospital)          6.500      11/01/2014(s)     11/01/2006(b)          1,946,444
--------------------------------------------------------------------------------------------------------------------------
  1,060,000     NYS Medcare (Insured Mtg. Nursing)         6.500      11/01/2015        11/01/2002(b)          1,113,795
--------------------------------------------------------------------------------------------------------------------------
  1,865,000     NYS Medcare (Long Term Health Care)        6.450      11/01/2014(s)     05/01/2002(b)          1,935,031
--------------------------------------------------------------------------------------------------------------------------
     45,000     NYS Medcare (Long Term Health Care)        6.700      11/01/2007        05/01/2002(b)             46,602
--------------------------------------------------------------------------------------------------------------------------
    215,000     NYS Medcare (Long Term Health Care)        6.800      11/01/2014(s)     05/01/2002(b)            223,379
--------------------------------------------------------------------------------------------------------------------------
    130,000     NYS Medcare (Long Term Health Care)        7.100      11/01/2012(s)     05/01/2002(b)            133,296
--------------------------------------------------------------------------------------------------------------------------
    235,000     NYS Medcare (Long Term Health Care)        7.300      11/01/2005(s)     05/01/2002(b)            236,297
--------------------------------------------------------------------------------------------------------------------------
     35,000     NYS Medcare (Long Term Health Care)        7.375      11/01/2011(s)     05/01/2002(b)             35,432
--------------------------------------------------------------------------------------------------------------------------
      5,000     NYS Medcare (Mental Health)                0.000      02/15/2003        02/15/2002(b)              4,714
--------------------------------------------------------------------------------------------------------------------------
      5,000     NYS Medcare (Mental Health)                0.000      08/15/2003        02/15/2002(b)              4,542

                                    22  |  LIMITED TERM NEW YORK MUNICIPAL FUND


                                                                                       Effective
 Principal                                                                              Maturity      Market Value
    Amount                                                    Coupon     Maturity    (Unaudited)*       See Note 1
---------------------------------------------------------------------------------------------------------------------
 New York Continued
 $   325,000    NYS Medcare (Mental Health)                    5.500%  08/15/2021(s)  02/15/2002(b)      $ 325,049
---------------------------------------------------------------------------------------------------------------------
       5,000    NYS Medcare (Mental Health)                    5.700   02/15/2003     02/15/2002(b)          5,015
---------------------------------------------------------------------------------------------------------------------
      70,000    NYS Medcare (Mental Health)                    5.900   08/15/2022(s)  08/15/2002(b)         71,252
---------------------------------------------------------------------------------------------------------------------
      10,000    NYS Medcare (Mental Health)                    6.100   08/15/2013(s)  08/15/2002(b)         10,453
---------------------------------------------------------------------------------------------------------------------
       5,000    NYS Medcare (Mental Health)                    6.375   08/15/2010     02/15/2002(a)          5,130
---------------------------------------------------------------------------------------------------------------------
       5,000    NYS Medcare (Mental Health)                    6.375   08/15/2014     08/15/2004(b)          5,575
---------------------------------------------------------------------------------------------------------------------
       5,000    NYS Medcare (Mental Health)                    6.500   08/15/2024     08/15/2004(a)          5,457
---------------------------------------------------------------------------------------------------------------------
       5,000    NYS Medcare (Mental Health)                    7.100   02/15/2002     02/15/2002             5,021
---------------------------------------------------------------------------------------------------------------------
      10,000    NYS Medcare (Mental Health)                    7.200   02/15/2004     02/15/2002(b)         10,034
---------------------------------------------------------------------------------------------------------------------
     150,000    NYS Medcare (Mental Health)                    7.375   02/15/2014(s)  02/15/2002(b)        150,779
---------------------------------------------------------------------------------------------------------------------
      15,000    NYS Medcare (Mental Health)                    7.400   02/15/2002     02/15/2002            15,099
---------------------------------------------------------------------------------------------------------------------
      10,000    NYS Medcare (Mental Health)                    7.400   08/15/2002     02/15/2002(b)         10,066
---------------------------------------------------------------------------------------------------------------------
       5,000    NYS Medcare (Mental Health)                    7.400   02/15/2003     02/15/2002(b)          5,121
---------------------------------------------------------------------------------------------------------------------
     110,000    NYS Medcare (Mental Health)                    7.600   02/15/2002     02/15/2002           110,750
---------------------------------------------------------------------------------------------------------------------
       5,000    NYS Medcare (Mental Health)                    7.750   08/15/2010(s)  02/15/2002(b)          5,040
---------------------------------------------------------------------------------------------------------------------
      10,000    NYS Medcare (Mental Health)                    7.750   08/15/2010(s)  02/15/2002(b)         10,339
---------------------------------------------------------------------------------------------------------------------
      50,000    NYS Medcare (Mental Health)                    8.875   08/15/2007(s)  02/15/2002(b)         51,535
---------------------------------------------------------------------------------------------------------------------
      85,000    NYS Medcare (Montefiore Medical Center)        5.700   02/15/2012     02/15/2007(b)         91,809
---------------------------------------------------------------------------------------------------------------------
      65,000    NYS Medcare
                (Our Lady of Mercy Medical Center)             6.250   08/15/2015(s)  02/15/2005(b)         67,410
---------------------------------------------------------------------------------------------------------------------
      30,000    NYS Medcare (Our Lady of Victory Hospital)     6.625   11/01/2016(s)  05/01/2002(b)         30,747
---------------------------------------------------------------------------------------------------------------------
      25,000    NYS Medcare (Secured Hospital)                 6.125   08/15/2013(s)  02/15/2004(b)         26,789
---------------------------------------------------------------------------------------------------------------------
     235,000    NYS Medcare (Sisters of Charity Hospital)      6.600   11/01/2007(s)  05/01/2002(b)        240,859
---------------------------------------------------------------------------------------------------------------------
     595,000    NYS Medcare (Sisters of Charity Hospital)      6.600   11/01/2010(s)  05/01/2002(b)        615,974
---------------------------------------------------------------------------------------------------------------------
   7,110,000    NYS Medcare (Sisters of Charity Hospital)      6.625   11/01/2018(s)  05/01/2002(b)      7,336,454
---------------------------------------------------------------------------------------------------------------------
      80,000    NYS Medcare (St. Luke's Hospital)              5.600   08/15/2013(s)  08/15/2005(b)         83,675
---------------------------------------------------------------------------------------------------------------------
      70,000    NYS Medcare (St. Luke's Hospital)              5.625   08/15/2018(s)  08/15/2005(b)         71,047
---------------------------------------------------------------------------------------------------------------------
   2,930,000    NYS Medcare (St. Luke's Hospital)              7.500   11/01/2011(s)  05/01/2002(b)      3,013,066
---------------------------------------------------------------------------------------------------------------------
   3,755,000    NYS Muni Bond Bank Agency
                (Special Program-City of Buffalo)              6.875   03/15/2006(s)  03/15/2002(b)      3,857,699
---------------------------------------------------------------------------------------------------------------------
      10,000    NYS Power Authority                            5.500   01/01/2010(s)  07/01/2002(a)         10,711
---------------------------------------------------------------------------------------------------------------------
     250,000    NYS Thruway Authority                          0.000   01/01/2005     01/01/2005           225,850
---------------------------------------------------------------------------------------------------------------------
     385,000    NYS Thruway Authority                          0.000   01/01/2006     01/01/2006           331,246
---------------------------------------------------------------------------------------------------------------------
      50,000    NYS Thruway Authority                          5.500   04/01/2015(s)  04/01/2007(b)         51,524
---------------------------------------------------------------------------------------------------------------------
      45,000    NYS Thruway Authority                          5.750   04/01/2016(s)  04/01/2008(b)         46,997
---------------------------------------------------------------------------------------------------------------------
      25,000    NYS UDC (Correctional Facilities)              0.000   01/01/2003     01/01/2003            24,552
---------------------------------------------------------------------------------------------------------------------
      30,000    NYS UDC (Correctional Facilities)              0.000   01/01/2007     01/01/2007            24,448
---------------------------------------------------------------------------------------------------------------------
  12,110,000    NYS UDC (Correctional Facilities)              5.250   01/01/2021     03/02/2019(c)     11,888,750
---------------------------------------------------------------------------------------------------------------------
  23,815,000    NYS UDC (Correctional Facilities)              5.375   01/01/2023     12/06/2018(c)     23,666,871
---------------------------------------------------------------------------------------------------------------------
      90,000    NYS UDC (Correctional Facilities)              5.750   01/01/2013(s)  01/01/2005(b)         94,172
---------------------------------------------------------------------------------------------------------------------
      85,000    NYS UDC (Correctional Facilities)              5.750   01/01/2013(s)  01/01/2005(b)         88,941
---------------------------------------------------------------------------------------------------------------------
      15,000    NYS UDC (Correctional Facilities)              6.750   01/01/2026     07/01/2002(b)         15,361
---------------------------------------------------------------------------------------------------------------------
      35,000    NYS UDC (South Mall) CAB                       0.000   01/01/2003     01/01/2003            34,288
---------------------------------------------------------------------------------------------------------------------
     130,000    NYS UDC (South Mall) CAB                       0.000   01/01/2005     06/24/2004(c)        113,870
---------------------------------------------------------------------------------------------------------------------
      50,000    NYS UDC (South Mall) CAB                       0.000   01/01/2005     06/24/2004(c)         43,903
---------------------------------------------------------------------------------------------------------------------
   1,025,000    NYS UDC (South Mall) CAB                       0.000   01/01/2011     04/08/2008(c)        603,664

                                    23  |  LIMITED TERM NEW YORK MUNICIPAL FUND


STATEMENT OF INVESTMENTS  Continued

                                                                                       Effective
 Principal                                                                              Maturity      Market Value
    Amount                                                   Coupon      Maturity    (Unaudited)*       See Note 1
---------------------------------------------------------------------------------------------------------------------
 New York Continued
 $   710,000    NYS UDC (South Mall) CAB                       0.000%  01/01/2011     04/08/2008(c)      $ 420,966
---------------------------------------------------------------------------------------------------------------------
     550,000    NYS UDC (South Mall) CAB                       0.000   01/01/2011     04/08/2008(c)        326,101
---------------------------------------------------------------------------------------------------------------------
   6,000,000    NYS UDC (Sub. Lien)                            5.500   07/01/2022(s)  07/01/2008(b)      6,037,440
---------------------------------------------------------------------------------------------------------------------
   6,630,000    NYS UDC (Sub. Lien)                            5.600   07/01/2026(s)  07/01/2008(b)      6,704,389
---------------------------------------------------------------------------------------------------------------------
   1,780,000    Oneida County IDA (Bonide Products)            5.750   11/01/2007     04/08/2005(c)      1,728,914
---------------------------------------------------------------------------------------------------------------------
   2,285,000    Oneida County IDA (Faxton Hospital)            6.625   01/01/2015(s)  01/01/2010(b)      2,558,012
---------------------------------------------------------------------------------------------------------------------
   1,000,000    Oneida County IDA (Presbyterian Home)          6.250   06/01/2015     06/01/2010(b)      1,079,760
---------------------------------------------------------------------------------------------------------------------
   3,895,000    Oneida Healthcare Corp.                        5.500   02/01/2016(s)  02/01/2013(b)      3,993,972
---------------------------------------------------------------------------------------------------------------------
      75,000    Oneida Healthcare Corp.                        7.100   08/01/2011     02/01/2002(b)         76,842
---------------------------------------------------------------------------------------------------------------------
   1,150,000    Oneida-Herkimer SWMA                           6.600   04/01/2004     04/01/2004         1,216,505
---------------------------------------------------------------------------------------------------------------------
     155,000    Oneida-Herkimer SWMA                           6.750   04/01/2014(s)  04/01/2005(b)        157,455
---------------------------------------------------------------------------------------------------------------------
      85,000    Onondaga County IDA (Coltec Industries)        7.250   06/01/2008(s)  06/01/2002(b)         86,139
---------------------------------------------------------------------------------------------------------------------
   2,605,000    Onondaga County IDA (Le Moyne College)         5.000   12/01/2012     12/01/2012         2,556,599
---------------------------------------------------------------------------------------------------------------------
     510,000    Onondaga County IDA (Le Moyne College)         5.500   03/01/2014     04/08/2012           505,502
---------------------------------------------------------------------------------------------------------------------
  11,885,000    Onondaga County Res Rec                        6.875   05/01/2006     05/01/2002(g)     12,196,506
---------------------------------------------------------------------------------------------------------------------
  14,730,000    Onondaga County Res Rec                        7.000   05/01/2015(s)  05/01/2002(b)     15,081,752
---------------------------------------------------------------------------------------------------------------------
     200,000    Orange County IDA (Glen Arden)                 5.350   01/01/2007     01/01/2007           201,358
---------------------------------------------------------------------------------------------------------------------
     230,000    Orange County IDA (Glen Arden)                 5.400   01/01/2008     01/01/2008           229,837
---------------------------------------------------------------------------------------------------------------------
     570,000    Orange County IDA (Kingston Manufacturing)(i)  7.250   11/01/2003     05/08/2003(c)        557,101
---------------------------------------------------------------------------------------------------------------------
      40,000    Orange County IDA (Mental Health)              6.000   05/01/2008     05/01/2006(b)         42,922
---------------------------------------------------------------------------------------------------------------------
      60,000    Orange County IDA (Mental Health)              6.125   05/01/2016(s)  05/01/2008(b)         62,123
---------------------------------------------------------------------------------------------------------------------
   5,065,000    Orange County IDA
                (St. Luke's Cornwall Hospital Obligated Group) 6.000   12/01/2016(s)  12/01/2012(b)      5,388,198
---------------------------------------------------------------------------------------------------------------------
   1,920,000    Orange County IDA
                (St. Luke's Cornwall Hospital Obligated Group) 6.000   12/01/2016(s)  12/01/2012(b)      2,042,515
---------------------------------------------------------------------------------------------------------------------
   1,805,000    Oswego County Res Rec                          6.500   06/01/2004     05/23/2003(c)      1,879,655
---------------------------------------------------------------------------------------------------------------------
      50,000    Philadelphia, NY GO                            7.500   12/15/2009     12/15/2009            59,440
---------------------------------------------------------------------------------------------------------------------
  11,390,000    Port Authority NY/NJ (Delta Air Lines)         6.950   06/01/2008     06/01/2008        11,248,195
---------------------------------------------------------------------------------------------------------------------
  52,305,000    Port Authority NY/NJ
                (JFK International Air Terminal)               5.750   12/01/2022(s)  12/01/2009(b)     54,030,019
---------------------------------------------------------------------------------------------------------------------
      20,000    Port Authority NY/NJ
                (JFK International Air Terminal)               5.750   12/01/2025(s)  12/01/2007(b)         20,497
---------------------------------------------------------------------------------------------------------------------
   4,165,000    Port Authority NY/NJ (KIAC)                    6.750   10/01/2011     10/01/2008(b)      4,325,269
---------------------------------------------------------------------------------------------------------------------
     275,000    Port Authority NY/NJ (KIAC)                    6.750   10/01/2019(s)  10/01/2008(b)        281,306
---------------------------------------------------------------------------------------------------------------------
  14,850,000    Port Authority NY/NJ (KIAC)                    7.000   10/01/2007     05/02/2005(c)     15,550,326
---------------------------------------------------------------------------------------------------------------------
      15,000    Port Authority NY/NJ, 100th Series             5.750   12/15/2015     06/15/2005(b)         15,549
---------------------------------------------------------------------------------------------------------------------
      50,000    Port Authority NY/NJ, 76th Series              6.500   11/01/2011     05/01/2002(b)         50,562
---------------------------------------------------------------------------------------------------------------------
   9,455,000    Port Authority NY/NJ, 76th Series              6.500   11/01/2026     05/01/2002(b)      9,557,492
---------------------------------------------------------------------------------------------------------------------
      90,000    Port Authority NY/NJ, 76th Series              6.500   11/01/2026(s)  05/01/2002(b)         90,983
---------------------------------------------------------------------------------------------------------------------
   8,335,000    Port Authority NY/NJ, 77th Series              6.250   01/15/2027(s)  01/15/2002(b)      8,423,601
---------------------------------------------------------------------------------------------------------------------
     390,000    Port Authority NY/NJ, 78th Series              6.500   10/15/2008     04/15/2002(b)        396,139
---------------------------------------------------------------------------------------------------------------------
      25,000    Port Authority NY/NJ, 78th Series              6.500   04/15/2011(s)  04/15/2002(b)         25,371
---------------------------------------------------------------------------------------------------------------------
      30,000    Port Authority NY/NJ, 83rd Series              6.375   10/15/2017(s)  10/15/2002(b)         30,616
---------------------------------------------------------------------------------------------------------------------
      10,000    Port Authority NY/NJ, 84th Series              6.000   01/15/2028(s)  01/15/2003(b)         10,158
---------------------------------------------------------------------------------------------------------------------
      10,000    Port Authority NY/NJ, 95th Series              6.000   07/15/2015     07/16/2006(b)         10,284
---------------------------------------------------------------------------------------------------------------------
       5,000    Port Authority NY/NJ, 95th Series              6.125   07/15/2029(s)  07/15/2004(b)          5,134

                                    24  |  LIMITED TERM NEW YORK MUNICIPAL FUND


                                                                                     Effective
 Principal                                                                            Maturity       Market Value
    Amount                                                  Coupon     Maturity    (Unaudited)*        See Note 1
-------------------------------------------------------------------------------------------------------------------
 New York Continued
 $ 3,300,000  Port Authority NY/NJ, 96th Series              6.600%  10/01/2023(s)  10/01/2004(b)     $3,447,444
-------------------------------------------------------------------------------------------------------------------
      10,000  Port Authority NY/NJ, 97th Series              6.500   07/15/2019     01/15/2005(b)         10,485
-------------------------------------------------------------------------------------------------------------------
     500,000  Port Chester CDC (Section 8 Hsg.), Series A    5.500   08/01/2017(s)  08/01/2013(b)        510,720
-------------------------------------------------------------------------------------------------------------------
      25,000  Port Chester IDA (Nadel Industries)            7.000   02/01/2016     02/01/2008(a)         27,685
-------------------------------------------------------------------------------------------------------------------
   1,745,000  Poughkeepsie IDA
              (Eastman & Bixby Redevelopment Corp.)          5.900   08/01/2020     05/17/2009(g)      1,788,555
-------------------------------------------------------------------------------------------------------------------
     980,000  Putnam County IDA (Brewster Plastics)          7.375   12/01/2008     03/15/2006(c)        993,789
-------------------------------------------------------------------------------------------------------------------
   2,000,000  Rensselaer County Tobacco Asset
              Securitization Corp.(w)                        5.200   06/01/2025     12/22/2008(c)      1,985,180
-------------------------------------------------------------------------------------------------------------------
     160,000  Rensselaer Hsg. Authority (Renwyck)            7.650   01/01/2011     12/30/2002(g)        168,123
-------------------------------------------------------------------------------------------------------------------
   1,115,000  Rensselaer Municipal Leasing Corp.
              (Rensselaer County Nursing Home)               6.250   06/01/2004     06/16/2003(c)      1,144,971
-------------------------------------------------------------------------------------------------------------------
      60,000  Rensselaer Municipal Leasing Corp.
              (Rensselaer County Nursing Home)               6.900   06/01/2024     06/01/2006(b)         61,134
-------------------------------------------------------------------------------------------------------------------
   1,700,000  Riverhead HDC (Riverpointe Apartments)         5.850   08/01/2010     06/28/2008(g)      1,751,255
-------------------------------------------------------------------------------------------------------------------
   1,730,000  Rochester Hsg. Authority
              (Crossroads Apartments)                        7.300   07/01/2005     11/03/2003(c)      1,804,546
-------------------------------------------------------------------------------------------------------------------
     580,000  Rochester Hsg. Authority (Stonewood Village)   5.900   09/01/2009     07/29/2005(g)        585,116
-------------------------------------------------------------------------------------------------------------------
     265,000  Rockland County IDA (Dominican College)        7.000   03/01/2003     09/06/2002(c)        273,337
-------------------------------------------------------------------------------------------------------------------
  10,200,000  Rockland County Tobacco Asset
              Securitization Corp.(w)                        5.500   08/15/2025     06/12/2012(c)     10,192,554
-------------------------------------------------------------------------------------------------------------------
     305,000  Rockland Gardens Hsg. Corp.                   10.500   05/01/2011     05/01/2002(b)        312,344
-------------------------------------------------------------------------------------------------------------------
      50,000  Rome GO                                        6.900   12/15/2007     12/15/2003(b)         53,312
-------------------------------------------------------------------------------------------------------------------
     240,000  Rome Hsg. Corp.                                7.000   01/01/2026(s)  07/01/2002(b)        246,602
-------------------------------------------------------------------------------------------------------------------
     225,000  Roxbury CSD GO                                 6.400   06/15/2010     06/15/2005(b)        239,596
-------------------------------------------------------------------------------------------------------------------
     235,000  Roxbury CSD GO                                 6.400   06/15/2011     06/15/2005(b)        249,471
-------------------------------------------------------------------------------------------------------------------
   1,250,000  Saratoga County IDA (Saratoga Sheraton)        6.750   12/31/2007     08/15/2004(c)      1,234,725
-------------------------------------------------------------------------------------------------------------------
     220,000  Schuyler County IDA (Cargill)                  7.900   04/01/2007     04/01/2002(b)        224,004
-------------------------------------------------------------------------------------------------------------------
      25,000  Scotia GO                                      6.100   01/15/2012     07/15/2003(b)         26,767
-------------------------------------------------------------------------------------------------------------------
      30,000  SONYMA, Series 27                              5.650   04/01/2015(s)  10/01/2005(b)         30,593
-------------------------------------------------------------------------------------------------------------------
   3,500,000  SONYMA, Series 27                              5.800   10/01/2020(s)  04/01/2010(b)      3,588,620
-------------------------------------------------------------------------------------------------------------------
     480,000  SONYMA, Series 28                              6.650   04/01/2022(s)  04/01/2002(b)        481,699
-------------------------------------------------------------------------------------------------------------------
      50,000  SONYMA, Series 29-A                            6.100   10/01/2015     03/05/2008(g)         52,365
-------------------------------------------------------------------------------------------------------------------
      25,000  SONYMA, Series 29-B                            6.450   04/01/2015(s)  03/01/2003(b)         25,460
-------------------------------------------------------------------------------------------------------------------
     540,000  SONYMA, Series 30-B                            6.000   04/01/2019     01/22/2004(c)        564,262
-------------------------------------------------------------------------------------------------------------------
      10,000  SONYMA, Series 34                              5.550   09/30/2025(s)  03/01/2006(b)         10,018
-------------------------------------------------------------------------------------------------------------------
   1,220,000  SONYMA, Series 36-A                            6.125   10/01/2020     01/22/2004(c)      1,253,172
-------------------------------------------------------------------------------------------------------------------
     100,000  SONYMA, Series 39                              5.750   10/01/2010(s)  04/01/2006(b)        104,163
-------------------------------------------------------------------------------------------------------------------
     155,000  SONYMA, Series 39                              6.000   10/01/2017(s)  04/01/2006(b)        159,600
-------------------------------------------------------------------------------------------------------------------
   1,560,000  SONYMA, Series 40-A                            6.350   04/01/2021     06/01/2006(b)      1,610,232
-------------------------------------------------------------------------------------------------------------------
      95,000  SONYMA, Series 40-B                            6.400   10/01/2012(s)  08/01/2004(b)         98,807
-------------------------------------------------------------------------------------------------------------------
      20,000  SONYMA, Series 41-A                            6.450   10/01/2014(s)  06/01/2004(b)         20,870
-------------------------------------------------------------------------------------------------------------------
      40,000  SONYMA, Series 41-A                            6.450   10/01/2014(s)  06/01/2004(b)         41,796
-------------------------------------------------------------------------------------------------------------------
      50,000  SONYMA, Series 41-B                            6.250   10/01/2014(s)  08/01/2006(b)         52,201
-------------------------------------------------------------------------------------------------------------------
     700,000  SONYMA, Series 42                              6.400   10/01/2020(s)  09/01/2004(b)        719,243
-------------------------------------------------------------------------------------------------------------------
      50,000  SONYMA, Series 43                              6.100   04/01/2009     09/01/2004(b)         52,773

                                    25  |  LIMITED TERM NEW YORK MUNICIPAL FUND


STATEMENT OF INVESTMENTS  Continued

                                                                                          Effective
Principal                                                                                  Maturity       Market Value
   Amount                                                    Coupon       Maturity      (Unaudited)*        See Note 1
-----------------------------------------------------------------------------------------------------------------------
 New York Continued
 $    25,000  SONYMA, Series 43                               6.100%    10/01/2009       09/01/2004(b)      $   26,386
-----------------------------------------------------------------------------------------------------------------------
     785,000  SONYMA, Series 43                               6.450     10/01/2017(s)    09/01/2004(b)         825,859
-----------------------------------------------------------------------------------------------------------------------
     225,000  SONYMA, Series 46                               6.500     04/01/2013(s)    03/28/2007(b)         237,688
-----------------------------------------------------------------------------------------------------------------------
     140,000  SONYMA, Series 46                               6.600     10/01/2019(s)    03/28/2005(b)         146,763
-----------------------------------------------------------------------------------------------------------------------
  18,650,000  SONYMA, Series 46                               6.650     10/01/2025(s)    03/28/2005(b)      19,415,210
-----------------------------------------------------------------------------------------------------------------------
      65,000  SONYMA, Series 47                               6.375     10/01/2017(s)    03/28/2007(b)          68,167
-----------------------------------------------------------------------------------------------------------------------
      50,000  SONYMA, Series 48                               6.000     04/01/2013       06/29/2007(b)          52,230
-----------------------------------------------------------------------------------------------------------------------
      20,000  SONYMA, Series 48                               6.000     04/01/2013(s)    06/29/2007(b)          20,990
-----------------------------------------------------------------------------------------------------------------------
      40,000  SONYMA, Series 48                               6.100     04/01/2025(s)    06/29/2007(b)          41,205
-----------------------------------------------------------------------------------------------------------------------
      20,000  SONYMA, Series 48                               6.100     04/01/2025(s)    06/29/2007(b)          20,698
-----------------------------------------------------------------------------------------------------------------------
     510,000  SONYMA, Series 50                               6.250     04/01/2010       09/13/2007(b)         522,439
-----------------------------------------------------------------------------------------------------------------------
   5,110,000  SONYMA, Series 50                               6.625     04/01/2025(s)    09/13/2007(b)       5,329,168
-----------------------------------------------------------------------------------------------------------------------
      95,000  SONYMA, Series 51                               6.400     10/01/2017(s)    09/13/2007(b)          98,421
-----------------------------------------------------------------------------------------------------------------------
      10,000  SONYMA, Series 52                               6.100     04/01/2026(s)    01/04/2008(b)          10,320
-----------------------------------------------------------------------------------------------------------------------
      50,000  SONYMA, Series 53                               5.750     10/01/2011(s)    01/04/2008(b)          52,667
-----------------------------------------------------------------------------------------------------------------------
     290,000  SONYMA, Series 54                               6.100     10/01/2015       03/05/2008(g)         303,088
-----------------------------------------------------------------------------------------------------------------------
     415,000  SONYMA, Series 56                               5.875     10/01/2019(s)    07/01/2008(b)         424,844
-----------------------------------------------------------------------------------------------------------------------
     100,000  SONYMA, Series 56                               6.500     10/01/2026(s)    07/01/2008(b)         105,404
-----------------------------------------------------------------------------------------------------------------------
      25,000  SONYMA, Series 60                               6.000     10/01/2022(s)    01/01/2009(b)          25,821
-----------------------------------------------------------------------------------------------------------------------
     570,000  SONYMA, Series 70                               5.375     10/01/2017(s)    03/01/2010(b)         576,150
-----------------------------------------------------------------------------------------------------------------------
   5,000,000  SONYMA, Series 82                               5.550     10/01/2019(s)    10/01/2009(b)       5,020,150
-----------------------------------------------------------------------------------------------------------------------
   3,935,000  SONYMA, Series 84                               5.950     04/01/2030(s)    09/01/2009(b)       4,032,824
-----------------------------------------------------------------------------------------------------------------------
   3,000,000  SONYMA, Series 90                               5.750     10/01/2021       01/20/2004(c)       3,123,660
-----------------------------------------------------------------------------------------------------------------------
   1,000,000  SONYMA, Series 95                               5.500     10/01/2017(s)    04/01/2010(b)       1,025,900
-----------------------------------------------------------------------------------------------------------------------
       5,000  SONYMA, Series MM-1                             7.600     10/01/2002       02/04/2002(b)           5,047
-----------------------------------------------------------------------------------------------------------------------
      10,000  SONYMA, Series MM-2                             7.550     04/01/2002       04/01/2002             10,029
-----------------------------------------------------------------------------------------------------------------------
      35,000  SONYMA, Series QQ                               7.600     10/01/2012       04/01/2002(b)          35,107
-----------------------------------------------------------------------------------------------------------------------
   1,305,000  SONYMA, Series QQ                               7.700     10/01/2012       04/01/2002(b)       1,309,280
-----------------------------------------------------------------------------------------------------------------------
     105,000  Springville HDC (Springbrook)                   5.950     01/01/2010       07/29/2006(c)         106,600
-----------------------------------------------------------------------------------------------------------------------
   1,030,000  St. Casimer's EHC                               7.375     09/01/2010(s)    03/01/2002(b)       1,055,822
-----------------------------------------------------------------------------------------------------------------------
     880,000  St. Lawrence IDA (PACES)                        5.875     06/30/2007       03/03/2005(c)         864,195
-----------------------------------------------------------------------------------------------------------------------
   1,065,000  Suffolk County IDA (ACLD)                       5.750     03/01/2006       03/26/2004(c)       1,031,399
-----------------------------------------------------------------------------------------------------------------------
   1,025,000  Suffolk County IDA (ALIA-CCDRCA)                7.000     06/01/2016       10/11/2010(c)       1,020,162
-----------------------------------------------------------------------------------------------------------------------
   1,230,000  Suffolk County IDA (ALIA-FREE)                  7.000     06/01/2016       10/11/2010(c)       1,224,194
-----------------------------------------------------------------------------------------------------------------------
     580,000  Suffolk County IDA (ALIA-WORCA)                 7.000     06/01/2016       10/11/2010(c)         577,262
-----------------------------------------------------------------------------------------------------------------------
     240,000  Suffolk County IDA (Dowling College)            6.500     12/01/2006       12/01/2006            241,836
-----------------------------------------------------------------------------------------------------------------------
      50,000  Suffolk County IDA (Dowling College)            6.625     06/01/2024       12/29/2016(c)          43,757
-----------------------------------------------------------------------------------------------------------------------
   1,810,000  Suffolk County IDA
              (Huntington First Aid Squad)                    6.025     11/01/2008       01/25/2006(c)       1,733,980
-----------------------------------------------------------------------------------------------------------------------
     290,000  Suffolk County IDA (Mattituck-Laurel Library)   6.000     09/01/2019(s)    09/01/2010(b)         314,085
-----------------------------------------------------------------------------------------------------------------------
      15,000  Suffolk County IDA (OBPWC)                      7.000     11/01/2002       11/01/2002             14,934
-----------------------------------------------------------------------------------------------------------------------
     670,000  Suffolk County IDA (Rimland Facilities)(i)      3.562(v)  12/01/2004       06/01/2002(b)         669,732
-----------------------------------------------------------------------------------------------------------------------
      40,000  Suffolk County Water Authority                  5.625     06/01/2016(s)    06/01/2004(b)          41,390
-----------------------------------------------------------------------------------------------------------------------
   2,120,000  Sunnybrook EHC                                 11.250     12/01/2014(s)    04/01/2002(b)       2,269,693
-----------------------------------------------------------------------------------------------------------------------
   3,130,000  Syracuse COP (Hancock International Airport)    6.500     01/01/2017(s)    07/01/2002(b)       3,199,830

                                    26  |  LIMITED TERM NEW YORK MUNICIPAL FUND


                                                                                                Effective
  Principal                                                                                      Maturity   Market Value
     Amount                                                        Coupon         Maturity    (Unaudited)*    See Note 1
-------------------------------------------------------------------------------------------------------------------------
 New York Continued
 $1,105,000   Syracuse COP (Hancock International Airport)          6.600%      01/01/2005     07/01/2002(b)  $ 1,129,619
-------------------------------------------------------------------------------------------------------------------------
  1,825,000   Syracuse COP (Hancock International Airport)          6.625       01/01/2012(s)  07/01/2002(b)    1,863,307
-------------------------------------------------------------------------------------------------------------------------
  3,650,000   Syracuse COP (Hancock International Airport)          6.625       01/01/2012(s)  07/01/2002(b)    3,739,936
-------------------------------------------------------------------------------------------------------------------------
  1,210,000   Syracuse COP (Hancock International Airport)          6.700       01/01/2007     07/01/2002(b)    1,236,233
-------------------------------------------------------------------------------------------------------------------------
  2,815,000   Syracuse IDA (Crouse Irving Health Hospital)(i)       5.125       01/01/2009     10/05/2005(c)    1,452,230
-------------------------------------------------------------------------------------------------------------------------
    595,000   Syracuse IDA (Pavilion on James Senior Hsg.)(i)       6.500       08/01/2007     04/06/2005(c)      478,517
-------------------------------------------------------------------------------------------------------------------------
  1,175,000   Syracuse SCHC (East Hill Village Apartments)          6.125       11/01/2010     01/09/2007(c)    1,222,259
-------------------------------------------------------------------------------------------------------------------------
    245,000   Tompkins County IDA (Kendall at Ithaca)               7.875       06/01/2015(s)  06/01/2005(b)      253,306
-------------------------------------------------------------------------------------------------------------------------
    295,000   Tompkins Healthcare Corp.
              (Reconstruction Home)                                10.800       02/01/2028(s)  02/01/2005(b)      349,897
-------------------------------------------------------------------------------------------------------------------------
  3,175,000   Tonawanda HDC (Tonawanda Towers)                      6.150       10/01/2011     03/19/2007(g)    3,263,170
-------------------------------------------------------------------------------------------------------------------------
     20,000   Triborough Bridge & Tunnel Authority                  6.000       01/01/2014(s)  01/22/2002(b)       20,053
-------------------------------------------------------------------------------------------------------------------------
  1,430,000   Triborough Bridge & Tunnel Authority                  6.000       01/01/2014(s)  01/22/2002(b)    1,433,804
-------------------------------------------------------------------------------------------------------------------------
    490,000   Triborough Bridge & Tunnel Authority                  6.500       01/01/2019(s)  01/22/2002(b)      498,786
-------------------------------------------------------------------------------------------------------------------------
  2,500,000   TSASC, Inc. (TFABs)                                   5.900       07/15/2017     07/15/2010(b)    2,581,950
-------------------------------------------------------------------------------------------------------------------------
  4,000,000   TSASC, Inc. (TFABs)                                   6.000       07/15/2019     07/15/2010(b)    4,116,880
-------------------------------------------------------------------------------------------------------------------------
  3,525,000   TSASC, Inc. (TFABs)                                   6.000       07/15/2020     07/15/2010(b)    3,635,227
-------------------------------------------------------------------------------------------------------------------------
     10,000   TSASC, Inc. (TFABs)                                   6.000       07/15/2020(s)  07/15/2010(b)       10,306
-------------------------------------------------------------------------------------------------------------------------
     90,000   TSASC, Inc. (TFABs)                                   6.000       07/15/2021(s)  07/15/2010(b)       92,753
-------------------------------------------------------------------------------------------------------------------------
 13,425,000   TSASC, Inc. (TFABs)                                   6.250       07/15/2027(s)  07/15/2010(b)   14,024,426
-------------------------------------------------------------------------------------------------------------------------
    250,000   TSASC, Inc. (TFABs)                                   6.250       07/15/2034(s)  07/15/2010(b)      260,645
-------------------------------------------------------------------------------------------------------------------------
     80,000   Tupper Lake HDC                                       8.125       10/01/2010     04/01/2002(b)       80,571
-------------------------------------------------------------------------------------------------------------------------
  1,300,000   Ulster County IDA (Benedictine Hospital)              6.050       06/01/2005     12/29/2003(c)    1,269,658
-------------------------------------------------------------------------------------------------------------------------
    605,000   Ulster County Tobacco Asset
              Securitization Corp.                                  6.000       06/01/2040(s)  06/01/2012(b)      614,565
-------------------------------------------------------------------------------------------------------------------------
  7,500,000   Ulster County Tobacco Asset
              Securitization Corp.                                  6.750       06/01/2030(s)  06/01/2012(b)    8,065,950
-------------------------------------------------------------------------------------------------------------------------
    455,000   Union Hsg. Authority (Methodist Homes)                6.800       11/01/2004     11/24/2003(c)      464,227
-------------------------------------------------------------------------------------------------------------------------
    390,000   Utica IDA (Utica College Civic Facility)              5.300       08/01/2008     11/30/2004(c)      376,561
-------------------------------------------------------------------------------------------------------------------------
  2,155,000   Utica IDA (Utica College Civic Facility)              6.375       12/01/2011     09/22/2008(c)    2,151,724
-------------------------------------------------------------------------------------------------------------------------
    100,000   Utica SCHC (Steinhorst Apartments)                    6.500       04/15/2008     10/08/2004(g)      106,336
-------------------------------------------------------------------------------------------------------------------------
    100,000   Watervliet EHC                                        8.000       11/15/2002     11/15/2002         100,315
-------------------------------------------------------------------------------------------------------------------------
    330,000   Westchester County IDA
              (Beth Abraham Hospital)                               7.250       12/01/2009     11/03/2006(c)      340,524
-------------------------------------------------------------------------------------------------------------------------
    275,000   Westchester County IDA (JBFS)                         6.500       12/15/2002     12/15/2002         276,295
-------------------------------------------------------------------------------------------------------------------------
    315,000   Westchester County IDA (JDAM)                         6.250       04/01/2005     10/26/2003(c)      323,937
-------------------------------------------------------------------------------------------------------------------------
  1,130,000   Westchester County IDA (JDAM)                         6.750       04/01/2016(s)  04/01/2006(b)    1,180,669
-------------------------------------------------------------------------------------------------------------------------
     50,000   Westchester County IDA
              (Westchester Airport)                                 5.950       08/01/2024(s)  02/01/2002(b)       50,016
-------------------------------------------------------------------------------------------------------------------------
  1,325,000   Yonkers IDA (Hudson Scenic Studio)                    5.875       11/01/2007     07/03/2005(c)    1,269,999
-------------------------------------------------------------------------------------------------------------------------
    165,000   Yonkers IDA (Philipsburgh Hall Associates)            6.750       11/01/2008     02/08/2006(c)      166,414
-------------------------------------------------------------------------------------------------------------------------
  2,850,000   Yonkers IDA (St. John's Riverside Hospital)           6.625       02/01/2026(s)  02/01/2011(b)    2,995,949
-------------------------------------------------------------------------------------------------------------------------
  3,000,000   Yonkers IDA (St. John's Riverside Hospital)           6.800       07/01/2016     09/17/2010(c)    3,060,870
-------------------------------------------------------------------------------------------------------------------------
  1,000,000   Yonkers IDA (St. Joseph's Hospital), Series 98-B      5.900       03/01/2008     03/01/2006(c)      907,660
                                                                                                            -------------
                                                                                                            1,330,851,618

                                    27  |  LIMITED TERM NEW YORK MUNICIPAL FUND


STATEMENT OF INVESTMENTS  Continued

                                                                                                     Effective
   Principal                                                                                          Maturity    Market Value
      Amount                                                             Coupon        Maturity    (Unaudited)*     See Note 1
--------------------------------------------------------------------------------------------------------------------------------
Other States--2.7%
$    345,000  Alliance Airport Authority, TX
              (American Airlines)                                         7.500%     12/01/2029     09/09/2029(c)  $   320,408
--------------------------------------------------------------------------------------------------------------------------------
       5,000  Chicago, IL O'Hare International Airport,
              Series B                                                    7.250      01/01/2009(s)  07/01/2002(b)        5,009
--------------------------------------------------------------------------------------------------------------------------------
     265,000  Dallas-Fort Worth, TX International Airport
              (American Airlines)                                         7.250      11/01/2030     11/01/2030         242,427
--------------------------------------------------------------------------------------------------------------------------------
   3,370,000  Gulf Coast Waste Disposal Authority, TX
              (Champion International Corp.)                              7.250      04/01/2017     04/01/2002(b)    3,455,396
--------------------------------------------------------------------------------------------------------------------------------
  16,800,000  Gulf Coast Waste Disposal Authority, TX
              (Champion International Corp.)                              7.450      05/01/2026     04/01/2002(b)   17,275,272
--------------------------------------------------------------------------------------------------------------------------------
   2,500,000  IL DFA Pollution Control
              (Commonwealth Edison Corp.)                                 7.250      06/01/2011     06/01/2002(b)    2,553,575
--------------------------------------------------------------------------------------------------------------------------------
   1,550,000  Kenton County, KY Airport (Delta Air Lines)                 7.125      02/01/2021     02/01/2021       1,446,863
--------------------------------------------------------------------------------------------------------------------------------
  11,550,000  Kenton County, KY Airport (Delta Air Lines)                 7.500      02/01/2012     02/01/2012      11,281,694
--------------------------------------------------------------------------------------------------------------------------------
   1,000,000  Lawrenceburg, IN Pollution Control
              (Indiana Michigan Power Company)                            7.000      04/01/2015     04/01/2002(b)    1,025,730
--------------------------------------------------------------------------------------------------------------------------------
       5,000  MA HFA (Single Family Hsg.), Series 22                      6.800      04/01/2024(s)  06/01/2002(b)        5,041
--------------------------------------------------------------------------------------------------------------------------------
      30,000  MD Community Devel. Hsg.
              (People's Resource Center)                                  6.100      06/01/2016(s)  04/01/2002(b)       30,671
--------------------------------------------------------------------------------------------------------------------------------
      15,000  Montgomery County, MD HOC
              (Multifamily Mtg.), Series C                                7.150      07/01/2023(s)  07/01/2002(b)       15,373
--------------------------------------------------------------------------------------------------------------------------------
     150,000  NH HE&H Facilities Authority
              (Elliot Hospital of Manchester)                             6.250      10/01/2021(s)  04/01/2002(b)      153,434
--------------------------------------------------------------------------------------------------------------------------------
       5,000  NH Hsg. Finance Authority
              (Single Family Residential Mtg.)                            7.550      07/01/2011(s)  07/01/2002(b)        5,103
--------------------------------------------------------------------------------------------------------------------------------
   2,000,000  NJ EDA (Jersey Central Power & Light)                       7.100      07/01/2015     07/01/2002(b)    2,082,700
--------------------------------------------------------------------------------------------------------------------------------
      10,000  Pulaski County, AR
              (Arkansas Children's Hospital)                              6.100      03/01/2013(s)  03/01/2005(b)       10,166
--------------------------------------------------------------------------------------------------------------------------------
   1,950,000  St. Charles Parish, LA
              (Louisiana Power & Light Company)                           7.500      06/01/2021     06/01/2002(b)    1,993,095
--------------------------------------------------------------------------------------------------------------------------------
       5,000  University of AL
              (University of Alabama-Birmingham)                          6.750      07/01/2007(s)  07/01/2002(b)        5,115
                                                                                                                 ---------------
                                                                                                                    41,907,072
--------------------------------------------------------------------------------------------------------------------------------
U.S. Possessions--11.5%(q)
      25,000  Guam Airport Authority, Series A                            6.500      10/01/2023(s)  10/01/2003(b)       25,529
--------------------------------------------------------------------------------------------------------------------------------
   9,615,000  Guam Airport Authority, Series B                            6.400      10/01/2005     07/09/2003(g)    9,966,044
--------------------------------------------------------------------------------------------------------------------------------
  15,845,000  Guam Airport Authority, Series B                            6.600      10/01/2010(s)  10/01/2003(b)   16,296,583
--------------------------------------------------------------------------------------------------------------------------------
  40,625,000  Guam Airport Authority, Series B                            6.700      10/01/2023(s)  10/01/2003(b)   41,836,844
--------------------------------------------------------------------------------------------------------------------------------
   1,100,000  Guam EDA (TASC)                                             5.000      05/15/2022     11/22/2004(c)    1,090,221
--------------------------------------------------------------------------------------------------------------------------------
   1,950,000  Guam EDA (TASC)                                             5.400      05/15/2031     07/14/2010(c)    1,961,271
--------------------------------------------------------------------------------------------------------------------------------
   2,500,000  Guam EDA (TASC)                                             5.500      05/15/2041(s)  05/15/2011(b)    2,513,450
--------------------------------------------------------------------------------------------------------------------------------
  14,075,000  Guam GO, Series A                                           5.375      11/15/2013     12/23/2011(c)   13,946,355
--------------------------------------------------------------------------------------------------------------------------------
     500,000  Guam GO, Series A                                           5.400      11/15/2018     12/22/2016(c)      491,765
--------------------------------------------------------------------------------------------------------------------------------
   2,470,000  Guam GO, Series A                                           5.625      09/01/2002     03/01/2002(b)    2,482,745
--------------------------------------------------------------------------------------------------------------------------------
   3,630,000  Guam GO, Series A                                           5.700      09/01/2003     03/01/2003(b)    3,644,847
--------------------------------------------------------------------------------------------------------------------------------
   5,250,000  Guam GO, Series A                                           5.750      09/01/2004     03/01/2002(b)    5,267,483
--------------------------------------------------------------------------------------------------------------------------------
   1,975,000  Guam GO, Series A                                           5.900      09/01/2005     03/01/2002(b)    1,980,826
--------------------------------------------------------------------------------------------------------------------------------
   1,000,000  Guam GO, Series A                                           6.000      09/01/2006     03/01/2002(b)    1,002,540
--------------------------------------------------------------------------------------------------------------------------------
      80,000  Guam Highway, Series A                                      6.300      05/01/2012(s)  05/01/2002(b)       82,870

                                    28  |  LIMITED TERM NEW YORK MUNICIPAL FUND


STATEMENT OF INVESTMENTS  Continued

                                                                                                     Effective
 Principal                                                                                            Maturity   Market Value
    Amount                                                              Coupon         Maturity    (Unaudited)*    See Note 1
-------------------------------------------------------------------------------------------------------------------------------
U.S. Possessions Continued
$1,005,000    Guam Water System                                          7.000%      07/01/2009     01/01/2002(b) $ 1,015,050
-------------------------------------------------------------------------------------------------------------------------------
 3,000,000    Northern Mariana Islands, Series A                         6.000       06/01/2020(s)  06/01/2010(b)   3,078,480
-------------------------------------------------------------------------------------------------------------------------------
    39,981    Puerto Rico Aquadilla Bus Lease(i)                         8.500       02/02/2002     02/02/2002         39,992
-------------------------------------------------------------------------------------------------------------------------------
    95,759    Puerto Rico Aquadilla Equipment Lease(i)                   8.000       01/26/2002     01/26/2002         95,812
-------------------------------------------------------------------------------------------------------------------------------
    85,000    Puerto Rico Children's Trust Fund (TASC)                   6.000       07/01/2026(s)  07/01/2010(b)      88,764
-------------------------------------------------------------------------------------------------------------------------------
 1,048,278    Puerto Rico Dept. of Corrections
              Equipment Lease(i)                                         9.000       01/08/2003     07/14/2002(c)   1,062,441
-------------------------------------------------------------------------------------------------------------------------------
 1,157,264    Puerto Rico Dept. of Corrections
              Furniture Lease(i)                                         7.000       04/25/2004     05/07/2003(c)   1,155,343
-------------------------------------------------------------------------------------------------------------------------------
    25,000    Puerto Rico Electric Power Authority                       6.000       07/01/2016(s)  07/01/2004(b)      26,765
-------------------------------------------------------------------------------------------------------------------------------
    30,000    Puerto Rico Electric Power Authority                       6.000       07/01/2016(s)  07/01/2004(b)      32,229
-------------------------------------------------------------------------------------------------------------------------------
 5,000,000    Puerto Rico GO                                             5.250       07/01/2027(s)  07/01/2011(b)   5,027,100
-------------------------------------------------------------------------------------------------------------------------------
     5,000    Puerto Rico GO                                             6.000       07/01/2014(s)  07/01/2002(b)       5,179
-------------------------------------------------------------------------------------------------------------------------------
 1,800,000    Puerto Rico GO YCN                                        10.084(r)    07/01/2008(s)  07/01/2002(b)   1,887,750
-------------------------------------------------------------------------------------------------------------------------------
   400,000    Puerto Rico GO YCN                                        10.132(r)    07/01/2020(s)  07/01/2002(b)     428,000
-------------------------------------------------------------------------------------------------------------------------------
    55,000    Puerto Rico HBFA                                           5.850       10/01/2009     04/01/2007(b)      57,899
-------------------------------------------------------------------------------------------------------------------------------
   470,000    Puerto Rico HBFA                                           6.100       10/01/2015     04/01/2007(b)     488,908
-------------------------------------------------------------------------------------------------------------------------------
    90,000    Puerto Rico HBFA (Affordable Hsg. Mtg.)                    6.250       04/01/2029(s)  04/01/2007(b)      92,826
-------------------------------------------------------------------------------------------------------------------------------
 1,403,611    Puerto Rico Health Dept. Equipment Lease(i,u)              7.099       07/23/2003     10/16/2002(c)   1,400,383
-------------------------------------------------------------------------------------------------------------------------------
   100,000    Puerto Rico HFC                                            6.000       02/01/2009(s)  02/01/2002(b)     102,093
-------------------------------------------------------------------------------------------------------------------------------
    10,000    Puerto Rico HFC                                            7.100       04/01/2002     04/01/2002         10,065
-------------------------------------------------------------------------------------------------------------------------------
   590,000    Puerto Rico HFC                                            7.200       04/01/2003     04/01/2002(b)     593,882
-------------------------------------------------------------------------------------------------------------------------------
    80,000    Puerto Rico HFC                                            7.250       10/01/2004     04/01/2002(b)      80,536
-------------------------------------------------------------------------------------------------------------------------------
    85,000    Puerto Rico HFC                                            7.300       04/01/2006     04/01/2002(b)      85,580
-------------------------------------------------------------------------------------------------------------------------------
   115,000    Puerto Rico HFC                                            7.300       10/01/2006     04/01/2002(b)     115,784
-------------------------------------------------------------------------------------------------------------------------------
    50,000    Puerto Rico HFC                                            7.400       04/01/2007     04/01/2002(b)      50,353
-------------------------------------------------------------------------------------------------------------------------------
 3,470,000    Puerto Rico HFC                                            7.500       10/01/2015(s)  04/01/2002(b)   3,606,059
-------------------------------------------------------------------------------------------------------------------------------
 7,035,000    Puerto Rico HFC                                            7.500       04/01/2022(s)  04/01/2002(b)   7,310,842
-------------------------------------------------------------------------------------------------------------------------------
 1,365,000    Puerto Rico Highway &
              Transportation Authority                                   6.625       07/01/2012(s)  07/01/2002(b)   1,412,789
-------------------------------------------------------------------------------------------------------------------------------
 6,250,000    Puerto Rico IMEPCF (PepsiCo)                               6.250       11/15/2013     11/15/2002(b)   6,620,875
-------------------------------------------------------------------------------------------------------------------------------
 7,175,000    Puerto Rico IMEPCF (PepsiCo)                               6.250       11/15/2013     11/15/2002(b)   7,600,765
-------------------------------------------------------------------------------------------------------------------------------
   310,000    Puerto Rico IMEPCF (Squibb)                                6.500       07/01/2004(s)  07/01/2002(b)     311,541
-------------------------------------------------------------------------------------------------------------------------------
 3,525,000    Puerto Rico Infrastructure                                 7.500       07/01/2009(s)  07/01/2002(b)   3,576,818
-------------------------------------------------------------------------------------------------------------------------------
 1,915,000    Puerto Rico Infrastructure                                 7.750       07/01/2008(s)  07/01/2002(b)   1,943,151
-------------------------------------------------------------------------------------------------------------------------------
 3,140,000    Puerto Rico Infrastructure                                 7.900       07/01/2007(s)  07/01/2002(b)   3,186,158
-------------------------------------------------------------------------------------------------------------------------------
   750,000    Puerto Rico ITEMECF
              (Hospital de la Concepcion)                                6.375       11/15/2015     11/15/2010(b)     830,513
-------------------------------------------------------------------------------------------------------------------------------
 2,000,000    Puerto Rico ITEMECF
              (Hospital de la Concepcion)                                6.500       11/15/2020     11/15/2010(b)   2,205,200
-------------------------------------------------------------------------------------------------------------------------------
 1,870,000    Puerto Rico ITEMECF
              (Mennonite General Hospital)                               6.375       07/01/2006     08/13/2004(c)   1,914,057
-------------------------------------------------------------------------------------------------------------------------------
 1,925,000    Puerto Rico ITEMECF
              (Mennonite General Hospital)                               6.500       07/01/2012     10/09/2009(c)   1,945,270
-------------------------------------------------------------------------------------------------------------------------------
   905,000    Puerto Rico ITEMECF (Polytech University)                  5.700       08/01/2013     07/15/2009(c)     898,140
-------------------------------------------------------------------------------------------------------------------------------
 1,045,000    Puerto Rico ITEMECF
              (Ryder Memorial Hospital)                                  6.400       05/01/2009     02/26/2006(g)   1,074,532

                                    29  |  LIMITED TERM NEW YORK MUNICIPAL FUND


STATEMENT OF INVESTMENTS  Continued

                                                                                                     Effective
 Principal                                                                                            Maturity      Market Value
    Amount                                                             Coupon          Maturity    (Unaudited)*       See Note 1
-----------------------------------------------------------------------------------------------------------------------------------
U.S. Possessions Continued
$  500,000    Puerto Rico ITEMECF
              (University of the Sacred Heart)                          5.250%       09/01/2021     01/04/2018(c)      $  488,870
-----------------------------------------------------------------------------------------------------------------------------------
    91,357    Puerto Rico Natural Resources Dept.
              Equipment Lease(i)                                        7.250        01/25/2002     01/25/2002             91,340
-----------------------------------------------------------------------------------------------------------------------------------
   549,973    Puerto Rico Natural Resources Dept.
              Equipment Lease(i)                                        7.250        10/26/2003     02/02/2003(c)         551,354
-----------------------------------------------------------------------------------------------------------------------------------
     5,973    Puerto Rico Office of the Governor
              Computer Lease(i)                                         6.906        09/30/2002     06/08/2002(c)           5,971
-----------------------------------------------------------------------------------------------------------------------------------
    60,000    Puerto Rico Port Authority                                5.700        07/01/2003(s)  07/01/2002(b)          60,054
-----------------------------------------------------------------------------------------------------------------------------------
     5,000    Puerto Rico Port Authority                                5.750        07/01/2002     07/01/2002              5,015
-----------------------------------------------------------------------------------------------------------------------------------
    30,000    Puerto Rico Port Authority                                6.000        07/01/2021(s)  07/01/2002(b)          30,080
-----------------------------------------------------------------------------------------------------------------------------------
   195,000    Puerto Rico Port Authority                                7.300        07/01/2007(s)  07/01/2002(b)         197,184
-----------------------------------------------------------------------------------------------------------------------------------
   465,000    Puerto Rico Port Authority, Series D                      7.000        07/01/2014(s)  07/01/2002(b)         482,135
-----------------------------------------------------------------------------------------------------------------------------------
     5,000    Puerto Rico Public Buildings Authority                    5.750        07/01/2015(s)  07/01/2003(b)           5,134
-----------------------------------------------------------------------------------------------------------------------------------
   295,000    Puerto Rico Public Buildings Authority                    6.000        07/01/2012(s)  07/01/2002(b)         296,269
-----------------------------------------------------------------------------------------------------------------------------------
 8,835,000    Puerto Rico Public Buildings Authority                    6.000        07/01/2012(s)  07/01/2002(b)       8,922,467
-----------------------------------------------------------------------------------------------------------------------------------
   139,485    Puerto Rico State Courts
              Telephone System Lease(i)                                 7.250        06/04/2002     06/04/2002            139,035
-----------------------------------------------------------------------------------------------------------------------------------
   980,000    Puerto Rico Urban Renewal                                 7.875        10/01/2004(s)  04/01/2002(b)         995,876
-----------------------------------------------------------------------------------------------------------------------------------
    18,311    Puerto Rico Vocational Rehab. Vehicle Lease(i,u)          8.000        02/17/2002     02/17/2002             18,309
-----------------------------------------------------------------------------------------------------------------------------------
   240,000    University of Puerto Rico                                 5.500        06/01/2012(s)  06/01/2002(b)         243,336
-----------------------------------------------------------------------------------------------------------------------------------
    60,000    V.I. HFA                                                  6.500        03/01/2025(s)  03/01/2005(b)          61,417
-----------------------------------------------------------------------------------------------------------------------------------
 2,750,000    V.I. Public Finance Authority                             6.125        10/01/2029(s)  10/01/2011(b)       2,883,375
-----------------------------------------------------------------------------------------------------------------------------------
   250,000    V.I. Public Finance Authority                             6.500        10/01/2024(s)  10/01/2010(b)         267,575
                                                                                                                    ---------------
                                                                                                                      179,792,093
-----------------------------------------------------------------------------------------------------------------------------------
Total Investments, at Value (Cost $1,537,739,047)--99.2%                                                             1,552,550,783
-----------------------------------------------------------------------------------------------------------------------------------
Other Assets Net of Liabilities--0.8%                                                                                  13,148,851
                                                                                                                   ----------------
Net Assets--100.0%                                                                                                 $1,565,699,634
                                                                                                                   ================

Footnotes to Statement of Investments
*  Call Date, Put Date or Average Life of Sinking Fund, if applicable, as
   detailed:
   a. Date of prerefunded call, or maturity date if escrowed to maturity.
   b. Optional call date; corresponds to the most conservative yield
      calculation.
   c. Average life due to mandatory, or expected, sinking fund principal
      payments prior to maturity.
   d. Date of mandatory put.
   e. Date of planned principal payment.
   f. Effective maturity corresponding to variable coupon payment date.
   g. Average life due to mandatory, or expected, sinking fund principal
      payments prior to the applicable optional call date.
i. Illiquid security--See Note 5 of Notes to Financial Statements.
q. All income earned on securities categorized as U.S. Possessions is exempt
   from federal, New York State and New York City income taxes
   for the year ended December 31, 2001.
r. Represents the current interest rate for a variable rate bond known as
   an "inverse floater"--See Note 1 of Notes to Financial Statements.
s. Security also has mandatory sinking fund principal payments prior to
   maturity and an average life which is shorter than the stated
   final maturity.
t. Non-income-accruing security.
u. Issuer is in default.
v. Represents the current interest rate for a variable or increasing
   rate security.
w. When-issued security or forward purchase commitment to be delivered and
   settled after December 31, 2001.

As of December 31, 2001, securities subject to the alternative minimum tax
amount to $543,361,344 or 34.7% of the Fund's net assets.

See accompanying Notes to Financial Statements.

                                    30  |  LIMITED TERM NEW YORK MUNICIPAL FUND


FOOTNOTES TO STATEMENT OF INVESTMENTS  Continued

==================================================================
Portfolio Abbreviations December 31, 2001

To simplify the listing of securities in the Statement of Investments,
abbreviations are used per the table below:

ACDS      Association for Children with Down Syndrome            ITEMECF   Industrial, Tourist, Educational, Medical and
ACLD      Adults and Children with Learning and                            Environmental Community Facilities
          Developmental Disabilities                             JBFS      Jewish Board of Family Services
ALIA      Alliance of Long Island Agencies                       JCC       Jewish Community Center
ASMF      Amsterdam Sludge Management Facility                   JDAM      Julia Dyckman Andrus Memorial
CAB       Capital Appreciation Bond                              L.I.      Long Island
CARS      Complimentary Auction Rate Security                    LGAC      Local Government Assistance Corporation
CCDRCA    Catholic Charities of the Diocese of                   LGSC      Local Government Services Corporation
          Rockville Centre and Affiliates                        LILCO     Long Island Lighting Corporation
CDC       Community Development Corporation                      LIMO      Limited Interest Municipal Obligation
CFGA      Child and Family Guidance Association                  MSH       Mount Sinai Hospital
CMA       Community Mainstreaming Associates                     MTA       Metropolitan Transportation Authority
Con Ed    Consolidated Edison Company                            NIMO      Niagara Mohawk Power Corporation
COP       Certificates of Participation                          NYC       New York City
CRR       Center for Rapid Recovery                              NYS       New York State
CSD       Central School District                                NYU       New York University
DA        Dormitory Authority                                    OBPWC     Ocean Bay Park Water Corporation
DFA       Development Finance Authority                          PACES     Potsdam Auxiliary and College Educational Service
DIAMONDS  Direct Investment of Accrued Municipals                PRAMS     Prudential Receipts of Accrual Municipal Securities
EDA       Economic Development Authority                         Res Rec   Resource Recovery Facility
EFC       Environmental Facilities Corporation                   RG&E      Rochester Gas and Electric
EHC       Elderly Housing Corporation                            RITES     Residual Interest Tax Exempt Security
ERDA      Energy Research and Development Authority              SCHC      Senior Citizen Housing Corporation
FREE      Family Residences and Essential Enterprises            SCSB      Schuyler Community Services Board
GO        General Obligation                                     SONYMA    State of New York Mortgage Agency
GRIA      Greater Rochester International Airport                SWMA      Solid Waste Management Authority
HBFA      Housing Bank and Finance Agency                        TASC      Tobacco Settlement Asset-Backed Bonds
HDC       Housing Development Corporation                        TFA       Transitional Finance Authority
HE&H      Higher Educational and Health                          TFABs     Tobacco Flexible Amortization Bonds
HELP      Homeless Economic Loan Program                         UDC       Urban Development Corporation
HFA       Housing Finance Agency                                 UFSD      Union Free School District
HFC       Housing Finance Corporation                            USTA      United States Tennis Association
HJDOI     Hospital for Joint Diseases Orthopaedic Institute      V.I.      United States Virgin Islands
HKSB      Helen Keller Services for the Blind                    WHELC     Wartburg Home of the Evangelical
HOC       Housing Opportunities Commission                                 Lutheran Church
IDA       Industrial Development Agency                          WORCA     Working Organization for Retarded Children
IMEPCF    Industrial, Medical and Environmental Pollution                  and Adults
          Control Facilities                                     YCN       Yield Curve Note

                                    31  |  LIMITED TERM NEW YORK MUNICIPAL FUND


FOOTNOTES TO STATEMENT OF INVESTMENTS  Continued

================================================================================
Industry Concentrations December 31, 2001

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

Industry                                                  Market Value     Percent
-----------------------------------------------------------------------------------
Marine/Aviation Facilities                             $   261,639,684        16.8%
Special Assessment                                         238,720,949        15.4
Hospital/Healthcare                                        210,503,726        13.6
General Obligation                                         156,368,382        10.1
Electric Utilities                                         111,593,750         7.2
Municipal Leases                                            96,584,795         6.2
Multifamily Housing                                         81,209,351         5.2
Resource Recovery                                           68,464,213         4.4
Higher Education                                            53,711,136         3.5
Single Family Housing                                       52,575,346         3.4
Water Utilities                                             39,120,411         2.5
Gas Utilities                                               37,548,539         2.4
Nonprofit Organization                                      32,265,749         2.1
Highways/Railways                                           25,399,594         1.6
Pollution Control                                           24,574,163         1.6
Manufacturing, Non-Durable Goods                            20,845,666         1.3
Sales Tax Revenue                                           11,945,050         0.8
Manufacturing, Durable Goods                                 9,545,324         0.6
Adult Living Facilities                                      9,115,542         0.6
Parking Fee Revenue                                          7,066,659         0.5
Education                                                    3,752,754         0.2
                                                       ----------------------------
                                                       $ 1,552,550,783       100.0%
                                                       ============================
===============================================================================
Summary of Ratings December 31, 2001 / Unaudited

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

Ratings                                                                    Percent
-----------------------------------------------------------------------------------
AAA                                                                           19.5%
AA                                                                            16.7
A                                                                             35.4
BBB                                                                           23.4
BB                                                                             2.0
B                                                                              0.0
CCC                                                                            0.0
CC                                                                             0.0
C                                                                              0.0
D                                                                              0.1
Not Rated                                                                      2.9
                                                                             ------
                                                                             100.0%
                                                                             ======

Bonds rated by any nationally recognized statistical rating organization are
included in the equivalent Standard & Poor's rating category. As a general
matter, unrated bonds may be backed by mortgage liens or equipment liens on
the underlying property, and also may be guaranteed. Bonds which are backed by
a letter of credit or by other financial institutions or agencies may be
assigned an investment-grade rating by the Manager, which reflects the quality
of the guarantor, institution or agency. Unrated bonds may also be assigned a
rating when the issuer has rated bonds outstanding with comparable credit
characteristics, or when, in the opinion of the Manager, the bond itself
possesses credit characteristics which allow for rating. The unrated bonds
in the portfolio are predominantly smaller issuers which have not applied for
a bond rating. Only those unrated bonds which subsequent to purchase have not
been designated investment grade by the Manager are included in the
"Not Rated" category.

                                    32  |  LIMITED TERM NEW YORK MUNICIPAL FUND


STATEMENT OF ASSETS AND LIABILITIES December 31, 2001

=========================================================================================================
Assets

Investments, at value (cost $1,537,739,047)--see accompanying statement                   $1,552,550,783
---------------------------------------------------------------------------------------------------------
Cash                                                                                             891,997
---------------------------------------------------------------------------------------------------------
Receivables and other assets:
Interest                                                                                      28,023,922
Investments sold                                                                              11,748,855
Shares of beneficial interest sold                                                             8,800,423
Other                                                                                            817,770
                                                                                          ---------------
Total assets                                                                               1,602,833,750

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

Payables and other liabilities:
Investments purchased (including $27,784,192 purchased
on a when-issued or forward commitment basis)                                                 28,134,560
Note payable to bank (interest rate 2.3125% at December 31, 2001)                              5,200,000
Shares of beneficial interest redeemed                                                         3,366,469
Shareholder reports                                                                              176,212
Trustees'compensation                                                                            130,306
Other                                                                                            126,569
                                                                                          ---------------
Total liabilities                                                                             37,134,116

=========================================================================================================
Net Assets                                                                                $1,565,699,634
                                                                                          ===============
=========================================================================================================
Composition Of Net Assets

Paid-in capital                                                                           $1,581,206,322
---------------------------------------------------------------------------------------------------------
Undistributed (overdistributed) net investment income                                          5,181,782
---------------------------------------------------------------------------------------------------------
Accumulated net realized gain (loss) on investment transactions                              (35,500,206)
---------------------------------------------------------------------------------------------------------
Net unrealized appreciation (depreciation) on investments                                     14,811,736
                                                                                          ---------------
Net Assets                                                                                $1,565,699,634
                                                                                          ===============
=========================================================================================================
Net Asset Value Per Share

Class A Shares:
Net asset value and redemption price per share (based on net assets of
$1,124,845,513 and 343,886,681 shares of beneficial interest outstanding)                          $3.27
Maximum offering price per share (net asset value plus sales charge
of 3.50% of offering price)                                                                        $3.39
---------------------------------------------------------------------------------------------------------
Class B Shares:
Net asset value, redemption price (excludes applicable contingent deferred
sales charge) and offering price per share (based on net assets of $153,471,095
and 46,970,369 shares of beneficial interest outstanding)                                          $3.27
---------------------------------------------------------------------------------------------------------
Class C Shares:
Net asset value, redemption price (excludes applicable contingent deferred
sales charge) and offering price per share (based on net assets of $261,857,095
and 80,273,624 shares of beneficial interest outstanding)                                          $3.26
---------------------------------------------------------------------------------------------------------
Class X Shares:
Net asset value, redemption price (excludes applicable contingent deferred
sales charge) and offering price per share (based on net assets of $25,525,931
and 7,784,166 shares of beneficial interest outstanding)                                           $3.28

See accompanying Notes to Financial Statements.

                                    33  |  LIMITED TERM NEW YORK MUNICIPAL FUND


STATEMENT OF OPERATIONS For the Year Ended December 31, 2001

=======================================================================================================
Investment Income

Interest                                                                                  $ 73,880,299

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

Management fees                                                                              5,333,664
-------------------------------------------------------------------------------------------------------
Distribution and service plan fees:
Class A                                                                                      2,417,500
Class B                                                                                      1,138,107
Class C                                                                                      1,500,628
Class X                                                                                        222,461
-------------------------------------------------------------------------------------------------------
Transfer and shareholder servicing agent fees:
Class A                                                                                        359,916
Class B                                                                                         47,748
Class C                                                                                         57,986
Class X                                                                                         14,185
-------------------------------------------------------------------------------------------------------
Interest expense                                                                               456,595
-------------------------------------------------------------------------------------------------------
Accounting service fees                                                                        389,893
-------------------------------------------------------------------------------------------------------
Shareholder reports                                                                            104,853
-------------------------------------------------------------------------------------------------------
Custodian fees and expenses                                                                     99,746
-------------------------------------------------------------------------------------------------------
Other                                                                                           97,890
                                                                                          -------------
Total expenses                                                                              12,241,172
Less reduction to custodian expenses                                                           (29,877)
                                                                                          -------------
Net expenses                                                                                12,211,295

=======================================================================================================
Net Investment Income                                                                       61,669,004

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

Net realized gain (loss) on investments                                                     (2,533,378)
-------------------------------------------------------------------------------------------------------
Net change in unrealized appreciation (depreciation) on investments                         (4,895,257)
                                                                                          -------------
Net realized and unrealized gain (loss)                                                     (7,428,635)

=======================================================================================================
Net Increase in Net Assets Resulting from Operations                                      $ 54,240,369
                                                                                          =============

See accompanying Notes to Financial Statements.

                                    34  |  LIMITED TERM NEW YORK MUNICIPAL FUND


STATEMENTS OF CHANGES IN NET ASSETS

Year Ended December 31,                                                                       2001             2000
===================================================================================================================
Operations

Net investment income (loss)                                                        $   61,669,004   $   55,532,243
-------------------------------------------------------------------------------------------------------------------
Net realized gain (loss)                                                                (2,533,378)      (7,633,941)
-------------------------------------------------------------------------------------------------------------------
Net change in unrealized appreciation (depreciation)                                    (4,895,257)      34,684,890
                                                                                   --------------------------------
Net increase (decrease) in net assets resulting from operations                         54,240,369       82,583,192

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

Dividends from net investment income:
Class A                                                                                (46,987,073)     (44,847,231)
Class B                                                                                 (4,462,285)      (3,406,138)
Class C                                                                                 (5,813,232)      (4,210,488)
Class X                                                                                 (1,254,737)      (1,457,394)

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

Net increase (decrease) in net assets resulting from
beneficial interest transactions:
Class A                                                                                200,015,912     (121,748,106)
Class B                                                                                 61,199,956        1,834,641
Class C                                                                                161,546,894      (20,002,042)
Class X                                                                                 (7,159,748)      (7,670,046)

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

Total increase (decrease)                                                              411,326,056     (118,923,612)
-------------------------------------------------------------------------------------------------------------------
Beginning of period                                                                  1,154,373,578    1,273,297,190
                                                                                    -------------------------------
End of period [including undistributed (overdistributed) net investment income
of $5,181,782 and $2,030,105, respectively]                                         $1,565,699,634   $1,154,373,578
                                                                                    ===============================

See accompanying Notes to Financial Statements.

                                    35  |  LIMITED TERM NEW YORK MUNICIPAL FUND


FINANCIAL HIGHLIGHTS

Class A                 Year Ended December 31,                      2001       2000         1999        1998        1997
==========================================================================================================================
Per Share Operating Data

Net asset value, beginning of period                           $     3.27   $   3.19   $     3.37    $   3.34    $   3.26
--------------------------------------------------------------------------------------------------------------------------
Income (loss) from investment operations:
Net investment income                                                 .16        .16          .15         .16         .17
Net realized and unrealized gain (loss)                                 -        .07         (.18)        .03        1.08
                                                               -----------------------------------------------------------
Total income (loss) from investment operations                        .16        .23         (.03)        .19         .25
--------------------------------------------------------------------------------------------------------------------------
Dividends and/or distributions to shareholders:
Dividends from net investment income                                 (.16)      (.15)        (.15)       (.16)       (.17)
--------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period                                 $     3.27   $   3.27   $     3.19    $   3.37    $   3.34

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

==========================================================================================================================
Total Return, at Net Asset Value(1)                                  4.85%      7.47%       (0.87)%      5.94%       8.01%

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

Net assets, end of period (in thousands)                       $1,124,846   $927,079   $1,025,714    $979,316    $771,828
--------------------------------------------------------------------------------------------------------------------------
Average net assets (in thousands)                              $  996,671   $945,492   $1,060,745    $884,849    $677,376
--------------------------------------------------------------------------------------------------------------------------
Ratios to average net assets:(2)
Net investment income                                                4.95%      4.88%        4.64%       4.80%       5.27%
Expenses                                                             0.78%      0.85%        0.81%       0.82%(3)    0.83%
Expenses, net of interest expense and
reduction to custodian expense(4)                                    0.74%      0.78%        0.77%       0.80%       0.80%
--------------------------------------------------------------------------------------------------------------------------
Portfolio turnover rate                                                23%        37%          37%         25%         27%

1. Assumes a $1,000 hypothetical initial investment on the business day
before the first day of the fiscal period (or inception of offering), with all
dividends and distributions reinvested in additional shares on the reinvestment
date, and redemption at the net asset value calculated on the last business day
of the fiscal period. Sales charges are not reflected in the total
returns. Total returns are not annualized for periods of less than one full
year.
2. Annualized for periods of less than one full year.
3. Expense ratio has been calculated without adjustment for the reduction to
custodian expenses.
4. During the periods shown above, the Fund's interest expense was
substantially offset by the incremental interest income generated on bonds
purchased with borrowed funds.

See accompanying Notes to Financial Statements.

                                    36  |  LIMITED TERM NEW YORK MUNICIPAL FUND


Class B       Year Ended December 31,                             2001      2000      1999       1998       1997(1)
====================================================================================================================
Per Share Operating Data

Net asset value, beginning of period                            $   3.27   $  3.19   $  3.37    $  3.34    $  3.25
--------------------------------------------------------------------------------------------------------------------
Income (loss) from investment operations:
Net investment income                                                .13       .13       .13        .14        .10
Net realized and unrealized gain (loss)                                -       .08      (.18)       .03        .09
                                                                ----------------------------------------------------
Total income (loss) from investment operations                       .13       .21      (.05)       .17        .19
--------------------------------------------------------------------------------------------------------------------
Dividends and/or distributions to shareholders:
Dividends from net investment income                                (.13)     (.13)     (.13)      (.14)      (.10)
--------------------------------------------------------------------------------------------------------------------
Net asset value, end of period                                  $   3.27   $  3.27   $  3.19    $  3.37    $  3.34
                                                                ====================================================

====================================================================================================================
Total Return, at Net Asset Value(2)                                 4.06%     6.65%    (1.64)%     5.13%      5.89%

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

Net assets, end of period (in thousands)                        $153,471   $92,786   $88,758    $64,388    $21,500
====================================================================================================================
Average net assets (in thousands)                               $113,976   $86,107   $78,263    $43,620    $ 9,873
--------------------------------------------------------------------------------------------------------------------
Ratios to average net assets:(3)
Net investment income                                               4.17%     4.09%     3.84%      3.97%      4.18%
Expenses                                                            1.54%     1.63%     1.59%      1.59%(4)   1.56%
Expenses, net of interest expense and
reduction to custodian expense(5)                                   1.50%     1.56%     1.55%      1.57%      1.54%
--------------------------------------------------------------------------------------------------------------------
Portfolio turnover rate                                               23%       37%       37%        25%        27%

1. For the period from May 1, 1997 (inception of offering) to December 31,
1997.
2. Assumes a $1,000 hypothetical initial investment on the business day
before the first day of the fiscal period (or inception of offering), with all
dividends and distributions reinvested in additional shares on the reinvestment
date, and redemption at the net asset value calculated on the last business day
of the fiscal period. Sales charges are not reflected in the total returns.
Total returns are not annualized for periods of less than one full year.
3. Annualized for periods of less than one full year.
4. Expense ratio has been calculated without adjustment for the reduction to
custodian expenses.
5. During the periods shown above, the Fund's interest expense was
substantially offset by the incremental interest income generated on bonds
purchased with borrowed funds.

See accompanying Notes to Financial Statements.

                                    37  |  LIMITED TERM NEW YORK MUNICIPAL FUND


FINANCIAL HIGHLIGHTS  Continued

Class C             Year Ended December 31,                       2001       2000       1999       1998       1997(1)
=====================================================================================================================
Per Share Operating Data

Net asset value, beginning of period                          $   3.26   $   3.18   $   3.36    $  3.33    $  3.25
---------------------------------------------------------------------------------------------------------------------
Income (loss) from investment operations:
Net investment income                                              .13        .13        .13        .14        .10
Net realized and unrealized gain (loss)                              -        .08       (.18)       .03        .08
                                                              -------------------------------------------------------
Total income (loss) from investment operations                     .13        .21       (.05)       .17        .18
---------------------------------------------------------------------------------------------------------------------
Dividends and/or distributions to shareholders:
Dividends from net investment income                              (.13)      (.13)      (.13)      (.14)      (.10)
---------------------------------------------------------------------------------------------------------------------
Net asset value, end of period                                $   3.26   $   3.26   $   3.18    $  3.36    $  3.33
                                                              =======================================================

=====================================================================================================================
Total Return, at Net Asset Value(2)                               4.06%      6.67%     (1.63)%     5.15%      5.58%

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

Net assets, end of period (in thousands)                      $261,857   $101,858   $119,329    $94,870    $26,862
---------------------------------------------------------------------------------------------------------------------
Average net assets (in thousands)                             $150,504   $105,452   $116,249    $61,717    $12,705
---------------------------------------------------------------------------------------------------------------------
Ratios to average net assets:(3)
Net investment income                                             4.13%      4.11%      3.86%      3.98%      4.22%
Expenses                                                          1.53%      1.62%      1.57%      1.57%(4)   1.54%
Expenses, net of interest expense and
reduction to custodian expense(5)                                 1.49%      1.55%      1.53%      1.55%      1.51%
---------------------------------------------------------------------------------------------------------------------
Portfolio turnover rate                                             23%        37%        37%        25%        27%

1. For the period from May 1, 1997 (inception of offering) to December 31,
1997.
2. Assumes a $1,000 hypothetical initial investment on the business day
before the first day of the fiscal period (or inception of offering), with all
dividends and distributions reinvested in additional shares on the reinvestment
date, and redemption at the net asset value calculated on the last business day
of the fiscal period. Sales charges are not reflected in the total
returns. Total returns are not annualized for periods of less than one full
year.
3. Annualized for periods of less than one full year.
4. Expense ratio has been calculated without adjustment for the reduction to
custodian expenses.
5. During the periods shown above, the Fund's interest expense was
substantially offset by the incremental interest income generated on bonds
purchased with borrowed funds.

See accompanying Notes to Financial Statements.

                                    38  |  LIMITED TERM NEW YORK MUNICIPAL FUND


Class X             Year Ended December 31,                          2001      2000      1999       1998       1997
=====================================================================================================================
Per Share Operating Data

Net asset value, beginning of period                              $  3.28   $  3.20   $  3.38    $  3.35    $  3.27
---------------------------------------------------------------------------------------------------------------------
Income (loss) from investment operations:
Net investment income                                                 .15       .14       .13        .15        .16
Net realized and unrealized gain (loss)                              (.01)      .08      (.18)       .03        .08
                                                                  ---------------------------------------------------
Total income (loss) from investment operations                        .14       .22      (.05)       .18        .24
---------------------------------------------------------------------------------------------------------------------
Dividends and/or distributions to shareholders:
Dividends from net investment income                                 (.14)     (.14)     (.13)      (.15)      (.16)
---------------------------------------------------------------------------------------------------------------------
Net asset value, end of period                                    $  3.28   $  3.28   $  3.20    $  3.38    $  3.35
                                                                  ===================================================

=====================================================================================================================
Total Return, at Net Asset Value(1)                                  4.30%     6.88%    (1.39)%     5.38%      7.44%

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

Net assets, end of period (in thousands)                          $25,526   $32,651   $39,496    $47,424    $52,510
---------------------------------------------------------------------------------------------------------------------
Average net assets (in thousands)                                 $29,642   $34,684   $44,237    $49,866    $49,563
---------------------------------------------------------------------------------------------------------------------
Ratios to average net assets:(2)
Net investment income                                                4.46%     4.34%     4.11%      4.30%      4.75%
Expenses                                                             1.31%     1.39%     1.34%      1.35%(3)   1.35%
Expenses, net of interest expense and
reduction to custodian expense(4)                                    1.27%     1.32%     1.30%      1.32%      1.32%
---------------------------------------------------------------------------------------------------------------------
Portfolio turnover rate                                                23%       37%       37%        25%        27%

1. Assumes a $1,000 hypothetical initial investment on the business day
before the first day of the fiscal period (or inception of offering), with all
dividends and distributions reinvested in additional shares on the reinvestment
date, and redemption at the net asset value calculated on the last business day
of the fiscal period. Sales charges are not reflected in the total
returns. Total returns are not annualized for periods of less than one
full year.
2. Annualized for periods of less than one full year.
3. Expense ratio has been calculated without adjustment for the reduction to
custodian expenses.
4. During the periods shown above, the Fund's interest expense was
substantially offset by the incremental interest income generated on bonds
purchased with borrowed funds.

See accompanying Notes to Financial Statements.

                                    39  |  LIMITED TERM NEW YORK MUNICIPAL FUND


NOTES TO FINANCIAL STATEMENTS

===============================================================================
1. Significant Accounting Policies
Limited Term New York Municipal Fund (the Fund) is a separate series of
Rochester Portfolio Series, a diversified, open-end management investment
company registered under the Investment Company Act of 1940, as amended. The
Fund's investment objective is to seek as high a level of income exempt from
federal income tax and New York State and New York City personal income taxes
as is consistent with its investment policies and prudent investment
management. The Fund's investment advisor is OppenheimerFunds, Inc. (the
Manager).
    The Fund offers Class A, Class B and Class C shares. As of January 6,
1998, the Fund is no longer offering Class X shares (Class X shares were
designated as Class B shares prior to May 1, 1997). Class A shares are sold at
their offering price, which is normally net asset value plus a front-end sales
charge. Class B and Class C shares are sold without a front-end sales charge
but may be subject to a contingent deferred sales charge (CDSC). Class X shares
may also be subject to a CDSC. All classes of shares have identical rights to
earnings, assets and voting privileges, except that each class has its own
expenses directly attributable to that class and exclusive voting rights with
respect to matters affecting that class. Classes A, B, C and X have separate
distribution and/or service plans. Class B and Class X shares will
automatically convert to Class A shares six years after the date of purchase.
The following is a summary of significant accounting policies consistently
followed by the Fund.
-------------------------------------------------------------------------------
Securities Valuation. Securities listed or traded on National Stock Exchanges
or other domestic or foreign exchanges are valued based on the last sale price
of the security traded on that exchange prior to the time when the Fund's
assets are valued. In the absence of a sale, the security is valued at the last
sale price on the prior trading day, if it is within the spread of the closing
bid and asked prices, and if not, at the closing bid price. Securities
(including restricted securities) for which quotations are not readily
available are valued primarily using dealer-supplied valuations, a portfolio
pricing service authorized by the Board of Trustees, or at their fair value.
Fair value is determined in good faith under consistently applied procedures
under the supervision of the Board of Trustees. Short-term "money market type"
debt securities with remaining maturities of sixty days or less are valued at
amortized cost (which approximates market value).
-------------------------------------------------------------------------------
Securities Purchased on a When-Issued or Forward Commitment Basis. Delivery and
payment for securities that have been purchased by the Fund on a when-issued
basis can take place a month or more after the trade date. Normally the
settlement date occurs within six months after the trade date; however, the
Fund may, from time to time, purchase securities whose settlement date extends
beyond six months or more after trade date. During this period, such securities
do not earn interest, are subject to market fluctuation and may increase or
decrease in value prior to their delivery. The Fund maintains segregated assets
with a market value equal to or greater than the amount of its commitments.
These transactions may increase the volatility of the Fund's net asset value to
the extent the Fund executes such transactions while remaining substantially
fully invested. As of December 31, 2001, the Fund had entered into outstanding
net when-issued or forward commitment transactions of $27,784,192.
-------------------------------------------------------------------------------
Inverse Floating Rate Securities. The Fund invests in inverse floating rate
securities that pay interest at a rate that varies inversely with short-term
interest rates. Certain of these securities may be leveraged, whereby the
interest rate varies inversely at a multiple of the change in short-term rates.
As interest rates rise, inverse floaters produce less current income. The price
of such securities is more volatile than comparable fixed-rate securities. The
Fund intends to invest no more than 5% of its total assets in inverse floaters.
Inverse floaters amount to $22,712,816 as of December 31, 2001. Including the
effect of leverage, inverse floaters represent 2.20% of the Fund's total assets
as of December 31, 2001.

                                    40  |  LIMITED TERM NEW YORK MUNICIPAL FUND


-------------------------------------------------------------------------------
Security Credit Risk. There are certain risks arising from geographic
concentration in any state. Certain revenue or tax-related events in a state
may impair the ability of certain issuers of municipal securities to pay
principal and interest on their obligations.
-------------------------------------------------------------------------------
Allocation of Income, Expenses, Gains and Losses. Income, expenses (other than
those attributable to a specific class), gains and losses are allocated daily
to each class of shares based upon the relative proportion of net assets
represented by such class. Operating expenses directly attributable to a
specific class are charged against the operations of that class.
-------------------------------------------------------------------------------
Federal Taxes. The Fund intends to continue to comply with provisions of the
Internal Revenue Code applicable to regulated investment companies and to
distribute all of its taxable income, including any net realized gain on
investments not offset by loss carryovers, to shareholders. Therefore, no
federal income or excise tax provision is required.

As of December 31, 2001, the Fund had available for federal income tax purposes
unused capital loss carryovers as follows:

     Expiring
     ------------------------------------------------------
     2002                                       $ 6,750,004
     ------------------------------------------------------
     2003                                         2,250,684
     ------------------------------------------------------
     2004                                           244,677
     ------------------------------------------------------
     2006                                           484,870
     ------------------------------------------------------
     2007                                        15,555,960
     ------------------------------------------------------
     2008                                         7,670,334
     ------------------------------------------------------
     2009                                         2,543,678
                                                -----------
     Total Capital Loss Carryover               $35,500,207
                                                ===========

-------------------------------------------------------------------------------
Trustees' Compensation. The Fund has adopted an unfunded retirement plan for
the Fund's independent Board of Trustees. Benefits are based on years of
service and fees paid to each trustee during the years of service. During the
year ended December 31, 2001, the Fund's projected benefit obligations were
decreased by $143,985 and payments of $2,627 were made to retired trustees,
resulting in an accumulated liability of $122,506 as of December 31, 2001.
    The Board of Trustees has adopted a deferred compensation plan for
independent trustees that enables trustees to elect to defer receipt of all or
a portion of annual compensation they are entitled to receive from the Fund.
Under the plan, the compensation deferred is periodically adjusted as though an
equivalent amount had been invested for the Board of Trustees in shares of one
or more Oppenheimer funds selected by the trustee. The amount paid to the Board
of Trustees under the plan will be determined based upon the performance of the
selected funds. Deferral of trustees' fees under the plan will not affect the
net assets of the Fund, and will not materially affect the Fund's assets,
liabilities or net investment income per share.
-------------------------------------------------------------------------------
Dividends and Distributions to Shareholders. Dividends and distributions to
shareholders, which are determined in accordance with income tax regulations,
are recorded on the ex-dividend date.
-------------------------------------------------------------------------------
Classification of Dividends and Distributions to Shareholders. Net investment
income (loss) and net realized gain (loss) may differ for financial statement
and tax purposes. The character of dividends and distributions made during the
fiscal year from net investment income or net realized gains may differ from
their ultimate characterization for federal income tax purposes. Also, due to
timing of dividends and distributions, the fiscal year in which amounts are
distributed may differ from the fiscal year in which the income or realized
gain was recorded by the Fund.

                                    41  |  LIMITED TERM NEW YORK MUNICIPAL FUND


NOTES TO FINANCIAL STATEMENTS  Continued

-------------------------------------------------------------------------------
1. Significant Accounting Policies Continued
Investment Income. Interest income, which includes accretion of discount and
amortization of premium, is accrued as earned.
-------------------------------------------------------------------------------
Security Transactions. Security transactions are accounted for as of trade
date. Gains and losses on securities sold are determined on the basis of
identified cost.
-------------------------------------------------------------------------------
Other. The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported amounts
of assets and liabilities and disclosure of contingent assets and liabilities
at the date of the financial statements and the reported amounts of income and
expenses during the reporting period. Actual results could differ from those
estimates.
-------------------------------------------------------------------------------
2. Shares of Beneficial Interest
The Fund has authorized an unlimited number of no par value shares of
beneficial interest of each class. Transactions in shares of beneficial
interest were as follows:

                                                              Year Ended December 31, 2001      Year Ended December 31, 2000
                                                                    Shares          Amount           Shares          Amount
-----------------------------------------------------------------------------------------------------------------------------
Class A
Sold                                                           104,874,745   $ 345,581,785       30,497,760   $  97,989,808
Dividends and/or distributions reinvested                        9,203,545      30,259,146        8,746,099      28,077,543
Redeemed                                                       (53,458,873)   (175,825,019)     (77,375,199)   (247,815,457)
                                                               --------------------------------------------------------------
Net increase (decrease)                                         60,619,417   $ 200,015,912      (38,131,340)  $(121,748,106)
                                                               ==============================================================
-----------------------------------------------------------------------------------------------------------------------------

Class B
Sold                                                            21,666,955   $  71,297,469        5,527,602   $  17,764,247
Dividends and/or distributions reinvested                          914,062       3,002,247          715,828       2,296,395
Redeemed                                                        (3,991,598)    (13,099,760)      (5,700,634)    (18,226,001)
                                                               --------------------------------------------------------------
Net increase (decrease)                                         18,589,419   $  61,199,956          542,796   $   1,834,641
                                                               ==============================================================

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

Class C
Sold                                                            54,464,526   $ 179,215,562        5,349,627   $  17,125,175
Dividends and/or distributions reinvested                        1,299,814       4,263,310          965,305       3,092,089
Redeemed                                                        (6,690,465)    (21,931,978)     (12,593,417)    (40,219,306)
                                                               --------------------------------------------------------------
Net increase (decrease)                                         49,073,875   $ 161,546,894       (6,278,485)  $ (20,002,042)
                                                               ==============================================================

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

Class X
Sold                                                                     -   $           -                -   $           -
Dividends and/or distributions reinvested                          247,588         816,174          302,132         971,839
Redeemed                                                        (2,416,640)     (7,975,922)      (2,697,344)     (8,641,885)
                                                               --------------------------------------------------------------
Net increase (decrease)                                         (2,169,052)  $  (7,159,748)      (2,395,212)  $  (7,670,046)
                                                               ==============================================================

                                    42  |  LIMITED TERM NEW YORK MUNICIPAL FUND


-------------------------------------------------------------------------------
3. Purchases and Sales of Securities
The aggregate cost of purchases and proceeds from sales of securities, other
than short-term obligations, for the year ended December 31, 2001, were
$713,765,903 and $298,278,591, respectively.

As of December 31, 2001, unrealized appreciation (depreciation) based on cost
of securities for federal income tax purposes of $1,537,739,047 was:

     Gross unrealized appreciation                      $ 25,879,104
     Gross unrealized depreciation                       (11,067,368)
                                                        ------------
     Net unrealized appreciation (depreciation)         $ 14,811,736
                                                        ============

===============================================================================
4. Fees and Other Transactions with Affiliates
Management Fees. Management fees paid to the Manager were in accordance with
the investment advisory agreement with the Fund which provides for a fee of
0.50% of the first $100 million of average daily net assets, 0.45% of the next
$150 million, 0.40% of the next $1.75 billion, and 0.39% of average daily net
assets in excess of $2 billion. The Fund's management fee for the year ended
December 31, 2001, was $5,333,664, or 0.41% of average annual net assets for
each class of shares.
-------------------------------------------------------------------------------
Accounting Fees. Accounting fees paid to the Manager were in accordance with
the accounting services agreement with the Fund, which provides for an annual
fee of $12,000 for the first $30 million of net assets and $9,000 for each
additional $30 million of net assets. During the year ended December 31, 2001,
the Fund paid $389,893 to the Manager for accounting and pricing services.
-------------------------------------------------------------------------------
Transfer Agent Fees. OppenheimerFunds Services (OFS), a division of the
Manager, acts as the transfer and shareholder servicing agent for the Fund. The
Fund pays OFS an agreed upon per account fee.
    OFS has voluntarily agreed to limit transfer and shareholder servicing
agent fees for all classes, to 0.35% per annum, effective October 1, 2001. This
undertaking may be amended or withdrawn at any time.
-------------------------------------------------------------------------------
Distribution and Service Plan Fees. Under its General Distributor's Agreement
with the Manager, the Distributor acts as the Fund's principal underwriter in
the continuous public offering of the different classes of shares of the Fund.

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

                                    Aggregate          Class A         Commissions         Commissions       Commissions
                                    Front-End        Front-End          on Class A          on Class B        on Class C
                                Sales Charges    Sales Charges              Shares              Shares            Shares
                                   on Class A      Retained by         Advanced by         Advanced by       Advanced by
Year Ended                             Shares      Distributor         Distributor(1)      Distributor(1)    Distributor(1)
---------------------------------------------------------------------------------------------------------------------------
December 31,2001                   $3,175,203         $580,635            $532,158          $1,801,030        $1,714,796

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

                                 Class A                  Class B                  Class C                  Class X
                     Contingent Deferred      Contingent Deferred      Contingent Deferred      Contingent Deferred
                           Sales Charges            Sales Charges            Sales Charges            Sales Charges
Year Ended       Retained by Distributor  Retained by Distributor  Retained by Distributor  Retained by Distributor
--------------------------------------------------------------------------------------------------------------------
December 31,2001                 $26,204                 $205,542                  $39,182                   $3,703

                                    43  |  LIMITED TERM NEW YORK MUNICIPAL FUND


NOTES TO FINANCIAL STATEMENTS Continued

-------------------------------------------------------------------------------
4. Fees and Other Transactions with Affiliates Continued
Distribution and Service Plan Fees Continued
The Fund has adopted a Service Plan for Class A shares and Distribution and
Service Plans for Class B, Class C and Class X shares under Rule 12b-1 of the
Investment Company Act. Under those plans the Fund pays the Distributor for all
or a portion of its costs incurred in connection with the distribution and/or
servicing of the shares of the particular class.
-------------------------------------------------------------------------------
Class A Service Plan Fees. Under the Class A service plan, the Distributor
currently uses the fees it receives from the Fund to pay brokers, dealers and
other financial institutions. The Class A service plan permits reimbursements
to the Distributor at a rate of up to 0.25% of average annual net assets of
Class A shares purchased. The Distributor makes payments to plan recipients
quarterly at an annual rate not to exceed 0.25% of the average annual net
assets consisting of Class A shares of the Fund. For the year ended December
31, 2001, payments under the Class A plan totaled $2,417,500, all of which were
paid by the Distributor to recipients, and included $47,298 paid to an
affiliate of the Manager. Any unreimbursed expenses the Distributor incurs with
respect to Class A shares in any fiscal year cannot be recovered in subsequent
years.
-------------------------------------------------------------------------------
Class B, Class C and Class X Distribution and Service Plan Fees. Under each
plan, service fees and distribution fees are computed on the average of the net
asset value of shares in the respective class, determined as of the close of
each regular business day during the period. The Class B, Class C and Class X
plans provide for the Distributor to be compensated at a flat rate, whether the
Distributor's distribution expenses are more or less than the amounts paid by
the Fund under the plan during the period for which the fee is paid.
    The Distributor retains the asset-based sales charge on Class B and Class
X shares. The Distributor retains the asset-based sales charge on Class C
shares during the first year the shares are outstanding. The asset-based sales
charges on Class B and Class C shares allow investors to buy shares without a
front-end sales charge while allowing the Distributor to compensate dealers
that sell those shares.
    The Distributor's actual expenses in selling Class B and Class C shares
may be more than the payments it receives from the contingent deferred sales
charges collected on redeemed shares and asset-based sales charges from the
Fund under the plans. If any plan is terminated by the Fund, the Board of
Trustees may allow the Fund to continue payments of the asset-based sales
charge to the Distributor for distributing shares before the plan was
terminated. The plans allow for the carryforward of distribution expenses, to
be recovered from asset-based sales charges in subsequent fiscal periods.

Distribution fees paid to the Distributor for the year ended December 31, 2001,
were as follows:

                                                                      Distributor's
                                                     Distributor's        Aggregate
                                                         Aggregate     Unreimbursed
                                                      Unreimbursed    Expenses as %
                Total Payments    Amount Retained         Expenses    of Net Assets
                    Under Plan     by Distributor       Under Plan         of Class
-----------------------------------------------------------------------------------
Class B Plan       $ 1,138,107           $853,216       $2,973,970            1.94%
Class C Plan         1,500,628            423,984        4,861,376             1.86
Class X Plan           222,461            148,502                -                -

                                    44  |  LIMITED TERM NEW YORK MUNICIPAL FUND


===============================================================================
5. Illiquid Securities
As of December 31, 2001, investments in securities included issues that are
illiquid. A security may be considered illiquid if it lacks a readily available
market or if its valuation has not changed for a certain period of time. The
Fund intends to invest no more than 15% of its net assets (determined at the
time of purchase and reviewed periodically) in illiquid securities. The
aggregate value of illiquid securities subject to this limitation as of
December 31, 2001, was $28,461,000, which represents 1.82% of the Fund's net
assets.
===============================================================================
6. Bank Borrowings
The Fund may borrow up to 10% of its total assets from a bank to purchase
portfolio securities, or for temporary and emergency purposes. The purchase of
securities with borrowed funds creates leverage in the Fund. The Fund has
entered into an agreement which enables it to participate with certain other
Oppenheimer funds in an unsecured line of credit with a bank, which permits
borrowings up to $250 million, collectively. Interest is charged to each fund,
based on its borrowings, at a rate equal to the Federal Funds Rate plus 0.625%.
The Fund also pays a commitment fee equal to its pro rata share of the average
unutilized amount of the credit facility at a rate of 0.09% per annum.
    The Fund had borrowings outstanding of $5,200,000 as of December 31, 2001.
For the year ended December 31, 2001, the average monthly loan balance was
$9,133,366 at an average interest rate of 4.757%. The Fund had gross borrowings
and gross loan repayments of $412,600,000 and $431,900,000, respectively,
during the year ended December 31, 2001. The maximum amount of borrowings
outstanding at any monthend was $43,400,000.











                                                        A-1
                                                    Appendix A

MUNICIPAL BOND RATINGS DEFINITIONS

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

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

LONG-TERM BOND RATINGS

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

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

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

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

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

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

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






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

C:  Bonds rated "C" are the lowest class of rated bonds and can be regarded as having extremely poor prospects of
ever attaining any real investment standing.

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

SHORT-TERM RATINGS - U.S. TAX-EXEMPT MUNICIPALS

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

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

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

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

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

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

LONG-TERM CREDIT RATINGS

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






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

A: 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' exhibits adequate protection parameters. However, adverse economic conditions or changing
circumstances are more likely to lead to a weakened capacity of the obligor to meet its financial commitment on
the obligation.

BB, B, CCC, CC, and C

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, it faces major
ongoing uncertainties or exposure to adverse business, financial, or economic conditions, which could lead to the
obligor's inadequate capacity to meet its financial commitment on the obligation.

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

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

CC: Bonds rated `CC' are currently highly vulnerable to nonpayment.

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

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

The ratings from `AA' to `CCC' may be modified by the addition of a plus or minus sign to show relative standing
within the major rating categories.

c: The `c' subscript is used to provide additional information to investors that the bank may terminate its
obligation to purchase tendered bonds if the long-term credit rating of the issuer is below an investment-grade
level and/or the issuer's bonds are deemed taxable.
p: The letter `p' indicates that the rating is provisional. A provisional rating assumes the successful
completion of the project financed by the debt being rated and indicates that payment of debt service
requirements is largely or entirely dependent upon the successful, timely completion of the project. This rating,
however, while addressing credit quality subsequent to completion of the project, makes no comment on the
likelihood of or the risk of default upon failure of such completion. The investor should exercise his own
judgment with respect to such likelihood and risk.
r: The `r' highlights derivative, hybrid, and certain other obligations that Standard & Poor's believes may
experience high volatility or high variability in expected returns as a result of noncredit risks. Examples of
such obligations are securities with principal or interest return indexed to equities, commodities, or
currencies; certain swaps and options; and interest-only and principal-only mortgage securities. The absence of
an `r' symbol should not be taken as an indication that an obligation will exhibit no volatility or variability
in total return.

SHORT-TERM ISSUE CREDIT RATINGS

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

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

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


Fitch, Inc.

INTERNATIONAL LONG-TERM CREDIT RATINGS

Investment Grade:

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

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

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






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

Speculative Grade:

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

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

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

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

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

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

INTERNATIONAL SHORT-TERM CREDIT RATINGS

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

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

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

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

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

D: Default. Denotes actual or imminent payment default.






                                                        B-1
                                                    Appendix B

                                      Municipal Bond Industry Classifications

Adult Living Facilities
Airlines
Bond Anticipation Notes
Education
Electric Utilities
Gas Utilities
General Obligation
Higher Education
Highways/Railways
Hospital/Healthcare
Hotels/Gaming
Manufacturing, Durable Goods
Manufacturing, Non Durable Goods
Marine/Aviation Facilities
Multi-Family Housing
Municipal Leases
Non Profit Organization
Paper
Parking Fee Revenue
Pollution Control
Resource Recovery
Revenue Anticipation Notes
Sales Tax Revenue
Sewer Utilities
Single Family Housing
Special Assessment
Special Tax
Sports Facility Revenue
Student Loans
Tax Anticipation Notes
Tax & Revenue Anticipation Notes
Telephone Utilities
Water Utilities







                                                        C-2
                                                    Appendix C

                          OppenheimerFunds Special Sales Charge Arrangements and Waivers
                          --------------------------------------------------------------

In certain cases, the initial sales charge that applies to purchases of Class A shares8 of the Oppenheimer funds
or the contingent deferred sales charge that may apply to Class A, Class B or Class C shares may be waived.9 That
is because of the economies of sales efforts realized by OppenheimerFunds Distributor, Inc., (referred to in this
document as the "Distributor"), or by dealers or other financial institutions that offer those shares to certain
classes of investors.

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

For the purposes of some of the waivers described below and in the Prospectus and Statement of Additional
Information of the applicable Oppenheimer funds, the term "Retirement Plan" refers to the following types of
plans:
         1)   plans qualified under Sections 401(a) or 401(k) of the Internal Revenue Code,
         2)   non-qualified deferred compensation plans,
         3)   employee benefit plans10
         4)   Group Retirement Plans11
         5)   403(b)(7) custodial plan accounts
         6)   Individual Retirement Accounts ("IRAs"), including traditional IRAs, Roth IRAs, SEP-IRAs, SARSEPs
              or SIMPLE plans

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

Waivers that apply at the time shares are redeemed must be requested by the shareholder and/or dealer in the
redemption request.

                  I. Applicability of Class A Contingent Deferred Sales Charges in Certain Cases
-------------------------------------------------------------------------------------------------------------------

Purchases of Class A Shares of Oppenheimer Funds That Are Not Subject to Initial Sales Charge but May Be Subject
to the Class A Contingent Deferred Sales Charge (unless a waiver applies).

     There is no initial sales charge on purchases of Class A shares of any of the Oppenheimer funds in the cases
listed below. However, these purchases may be subject to the Class A contingent deferred sales charge if redeemed
within 18 months (24 months in the case of Oppenheimer Rochester National Municipals and Rochester Fund
Municipals) of the beginning of the calendar month of their purchase, as described in the Prospectus (unless a
waiver described elsewhere in this Appendix applies to the redemption). Additionally, on shares purchased under
these waivers that are subject to the Class A contingent deferred sales charge, the Distributor will pay the
applicable concession described in the Prospectus under "Class A Contingent Deferred Sales Charge."12 This waiver
provision applies to:
|_|      Purchases of Class A shares aggregating $1 million or more.
|_|      Purchases of Class A shares by a Retirement Plan that was permitted to purchase such shares at net asset
     value but subject to a contingent deferred sales charge prior to March 1, 2001. That included plans (other
     than IRA or 403(b)(7) Custodial Plans) that: 1) bought shares costing $500,000 or more, 2) had at the time
     of purchase 100 or more eligible employees or total plan assets of $500,000 or more, or 3) certified to the
     Distributor that it projects to have annual plan purchases of $200,000 or more.
|_|      Purchases by an OppenheimerFunds-sponsored Rollover IRA, if the purchases are made:
         1)   through a broker, dealer, bank or registered investment advisor that has made special arrangements
              with the Distributor for those purchases, or
         2)   by a direct rollover of a distribution from a qualified Retirement Plan if the administrator of
              that Plan has made special arrangements with the Distributor for those purchases.
|_|      Purchases of Class A shares by Retirement Plans that have any of the following record-keeping
     arrangements:
         1)   The record keeping is performed by Merrill Lynch Pierce Fenner & Smith, Inc. ("Merrill Lynch") on a
              daily valuation basis for the Retirement Plan. On the date the plan sponsor signs the
              record-keeping service agreement with Merrill Lynch, the Plan must have $3 million or more of its
              assets invested in (a) mutual funds, other than those advised or managed by Merrill Lynch
              Investment Management, L.P. ("MLIM"), that are made available under a Service Agreement between
              Merrill Lynch and the mutual fund's principal underwriter or distributor, and (b) funds advised or
              managed by MLIM (the funds described in (a) and (b) are referred to as "Applicable Investments").
         2)   The record keeping for the Retirement Plan is performed on a daily valuation basis by a record
              keeper whose services are provided under a contract or arrangement between the Retirement Plan and
              Merrill Lynch. On the date the plan sponsor signs the record keeping service agreement with Merrill
              Lynch, the Plan must have $3 million or more of its assets (excluding assets invested in money
              market funds) invested in Applicable Investments.
         3)   The record keeping for a Retirement Plan is handled under a service agreement with Merrill Lynch
              and on the date the plan sponsor signs that agreement, the Plan has 500 or more eligible employees
              (as determined by the Merrill Lynch plan conversion manager).
|_|      Purchases by a Retirement Plan whose record keeper had a cost-allocation agreement with the Transfer
     Agent on or before March 1, 2001.







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

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

Class A shares purchased by the following investors are not subject to any Class A sales charges (and no
concessions are paid by the Distributor on such purchases):
|_|      The Manager or its affiliates.
|_|      Present or former officers, directors, trustees and employees (and their "immediate families") of the
     Fund, the Manager and its affiliates, and retirement plans established by them for their employees. The term
     "immediate family" refers to one's spouse, children, grandchildren, grandparents, parents, parents-in-law,
     brothers and sisters, sons- and daughters-in-law, a sibling's spouse, a spouse's siblings, aunts, uncles,
     nieces and nephews; relatives by virtue of a remarriage (step-children, step-parents, etc.) are included.
|_|      Registered management investment companies, or separate accounts of insurance companies having an
     agreement with the Manager or the Distributor for that purpose.
|_|      Dealers or brokers that have a sales agreement with the Distributor, if they purchase shares for their
     own accounts or for retirement plans for their employees.
|_|      Employees and registered representatives (and their spouses) of dealers or brokers described above or
     financial institutions that have entered into sales arrangements with such dealers or brokers (and which are
     identified as such to the Distributor) or with the Distributor. The purchaser must certify to the
     Distributor at the time of purchase that the purchase is for the purchaser's own account (or for the benefit
     of such employee's spouse or minor children).
|_|      Dealers, brokers, banks or registered investment advisors that have entered into an agreement with the
     Distributor providing specifically for the use of shares of the Fund in particular investment products made
     available to their clients. Those clients may be charged a transaction fee by their dealer, broker, bank or
     advisor for the purchase or sale of Fund shares.
|_|      Investment advisors and financial planners who have entered into an agreement for this purpose with the
     Distributor and who charge an advisory, consulting or other fee for their services and buy shares for their
     own accounts or the accounts of their clients.
|_|      "Rabbi trusts" that buy shares for their own accounts, if the purchases are made through a broker or
     agent or other financial intermediary that has made special arrangements with the Distributor for those
     purchases.
|_|      Clients of investment advisors or financial planners (that have entered into an agreement for this
     purpose with the Distributor) who buy shares for their own accounts may also purchase shares without sales
     charge but only if their accounts are linked to a master account of their investment advisor or financial
     planner on the books and records of the broker, agent or financial intermediary with which the Distributor
     has made such special arrangements . Each of these investors may be charged a fee by the broker, agent or
     financial intermediary for purchasing shares.
|_|      Directors, trustees, officers or full-time employees of OpCap Advisors or its affiliates, their
     relatives or any trust, pension, profit sharing or other benefit plan which beneficially owns shares for
     those persons.
|_|      Accounts for which Oppenheimer Capital (or its successor) is the investment advisor (the Distributor
     must be advised of this arrangement) and persons who are directors or trustees of the company or trust which
     is the beneficial owner of such accounts.
|_|      A unit investment trust that has entered into an appropriate agreement with the Distributor.
|_|      Dealers, brokers, banks, or registered investment advisors that have entered into an agreement with the
     Distributor to sell shares to defined contribution employee retirement plans for which the dealer, broker or
     investment advisor provides administration services.
|-|




Retirement Plans and deferred compensation plans and trusts used to fund those plans (including, for example,
     plans qualified or created under sections 401(a), 401(k), 403(b) or 457 of the Internal Revenue Code), in
     each case if those purchases are made through a broker, agent or other financial intermediary that has made
     special arrangements with the Distributor for those purchases.
|_|      A TRAC-2000 401(k) plan (sponsored by the former Quest for Value Advisors) whose Class B or Class C
     shares of a Former Quest for Value Fund were exchanged for Class A shares of that Fund due to the
     termination of the Class B and Class C TRAC-2000 program on November 24, 1995.
|_|      A qualified Retirement Plan that had agreed with the former Quest for Value Advisors to purchase shares
     of any of the Former Quest for Value Funds at net asset value, with such shares to be held through
     DCXchange, a sub-transfer agency mutual fund clearinghouse, if that arrangement was consummated and share
     purchases commenced by December 31, 1996.

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

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

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

The Class A contingent deferred sales charge is also waived if shares that would otherwise be subject to the
contingent deferred sales charge are redeemed in the following cases:
|_|      To make Automatic Withdrawal Plan payments that are limited annually to no more than 12% of the account
     value adjusted annually.
|_|      Involuntary redemptions of shares by operation of law or involuntary redemptions of small accounts
     (please refer to "Shareholder Account Rules and Policies," in the applicable fund Prospectus).
|_|      For distributions from Retirement Plans, deferred compensation plans or other employee benefit plans for
     any of the following purposes:
         1)   Following the death or disability (as defined in the Internal Revenue Code) of the participant or
              beneficiary. The death or disability must occur after the participant's account was established.
         2)   To return excess contributions.
         3)   To return contributions made due to a mistake of fact.
         4)   Hardship withdrawals, as defined in the plan.13
         5)   Under a Qualified Domestic Relations Order, as defined in the Internal Revenue Code, or, in the
              case of an IRA, a divorce or separation agreement described in Section 71(b) of the Internal
              Revenue Code.
         6)   To meet the minimum distribution requirements of the Internal Revenue Code.
         7)   To make "substantially equal periodic payments" as described in Section 72(t) of the Internal
              Revenue Code.
         8)   For loans to participants or beneficiaries.
         9)   Separation from service.14
         10)  Participant-directed redemptions to purchase shares of a mutual fund (other than a fund managed by
              the Manager or a subsidiary of the Manager) if the plan has made special arrangements with the
              Distributor.
         11)  Plan termination or "in-service distributions," if the redemption proceeds are rolled over directly
              to an OppenheimerFunds-sponsored IRA.
|_|      For distributions from 401(k) plans sponsored by broker-dealers that have entered into a special
     agreement with the Distributor allowing this waiver.
|_|      For distributions from retirement plans that have $10 million or more in plan assets and that have
     entered into a special agreement with the Distributor.
|_|      For distributions from retirement plans which are part of a retirement plan product or platform offered
     by certain banks, broker-dealers, financial advisors, insurance companies or record keepers which have
     entered into a special agreement with the Distributor.

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

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

A.   Waivers for Redemptions in Certain Cases.

The Class B, Class C and Class N contingent deferred sales charges will be waived for redemptions of shares in
the following cases:
|_|      Shares redeemed involuntarily, as described in "Shareholder Account Rules and Policies," in the
     applicable Prospectus.
|_|      Redemptions from accounts other than Retirement Plans following the death or disability of the last
     surviving shareholder, including a trustee of a grantor trust or revocable living trust for which the
     trustee is also the sole beneficiary. The death or disability must have occurred after the account was
     established, and for disability you must provide evidence of a determination of disability by the Social
     Security Administration.
|_|      Distributions from accounts for which the broker-dealer of record has entered into a special agreement
     with the Distributor allowing this waiver.
|_|      Redemptions of Class B shares held by Retirement Plans whose records are maintained on a daily valuation
     basis by Merrill Lynch or an independent record keeper under a contract with Merrill Lynch.
|_|      Redemptions of Class C shares of Oppenheimer U.S. Government Trust from accounts of clients of financial
     institutions that have entered into a special arrangement with the Distributor for this purpose.
|_|      Redemptions requested in writing by a Retirement Plan sponsor of Class C shares of an Oppenheimer fund
     in amounts of $500,000 or more and made more than 12 months after the Retirement Plan's first purchase of
     Class C shares, if the redemption proceeds are invested in Class N shares of one or more Oppenheimer funds.
|_|      Distributions15 from Retirement Plans or other employee benefit plans for any of the following purposes:
         1)   Following the death or disability (as defined in the Internal Revenue Code) of the participant or
              beneficiary. The death or disability must occur after the participant's account was established in
              an Oppenheimer fund.
         2)   To return excess contributions made to a participant's account.
         3)   To return contributions made due to a mistake of fact.
         4)   To make hardship withdrawals, as defined in the plan.16
         5)   To make distributions required under a Qualified Domestic Relations Order or, in the case of an IRA, a
              divorce or separation agreement described in Section 71(b) of the Internal Revenue Code.
         6)   To meet the minimum distribution requirements of the Internal Revenue Code.
         7)   To make "substantially equal periodic payments" as described in Section 72(t) of the Internal
              Revenue Code.
         8)   For loans to participants or beneficiaries.17
         9)   On account of the participant's separation from service.18
         10)  Participant-directed redemptions to purchase shares of a mutual fund (other than a fund managed by
              the Manager or a subsidiary of the Manager) offered as an investment option in a Retirement Plan if
              the plan has made special arrangements with the Distributor.
         11)  Distributions made on account of a plan termination or "in-service" distributions, if the
              redemption proceeds are rolled over directly to an OppenheimerFunds-sponsored IRA.
         12)  For distributions from a participant's account under an Automatic Withdrawal Plan after the
              participant reaches age 59 1/2, as long as the aggregate value of the distributions does not exceed
              10% of the account's value, adjusted annually.
         13)  Redemptions of Class B shares under an Automatic Withdrawal Plan for an account other than a
              Retirement Plan, if the aggregate value of the redeemed shares does not exceed 10% of the account's
              value, adjusted annually.
         14)  For distributions from 401(k) plans sponsored by broker-dealers that have entered into a special
              arrangement with the Distributor allowing this waiver.
|_|      Redemptions of Class B shares or Class C shares under an Automatic Withdrawal Plan from an account other
     than a Retirement Plan if the aggregate value of the redeemed shares does not exceed 10% of the account's
     value annually.

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

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







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

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

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

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

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

A.   Reductions or Waivers of Class A Sales Charges.

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

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

-------------------------------- ---------------------------- --------------------------------- ---------------------
Number of Eligible Employees     Initial Sales Charge as a    Initial Sales Charge as a % of    Concession as % of
or Members                       % of Offering Price          Net Amount Invested               Offering Price
-------------------------------- ---------------------------- --------------------------------- ---------------------
-------------------------------- ---------------------------- --------------------------------- ---------------------
9 or Fewer                                  2.50%                          2.56%                       2.00%
-------------------------------- ---------------------------- --------------------------------- ---------------------
-------------------------------- ---------------------------- --------------------------------- ---------------------
At least  10 but not more  than             2.00%                          2.04%                       1.60%
49
-------------------------------- ---------------------------- --------------------------------- ---------------------

-------------------------------------------------------------------------------------------------------------------
         For purchases by Associations having 50 or more eligible employees or members, there is no initial sales
charge on purchases of Class A shares, but those shares are subject to the Class A contingent deferred sales
charge described in the applicable fund's Prospectus.






         Purchases made under this arrangement qualify for the lower of either the sales charge rate in the table
based on the number of members of an Association, or the sales charge rate that applies under the Right of
Accumulation described in the applicable fund's Prospectus and Statement of Additional Information. Individuals
who qualify under this arrangement for reduced sales charge rates as members of Associations also may purchase
shares for their individual or custodial accounts at these reduced sales charge rates, upon request to the
Distributor.

|X|      Waiver of Class A Sales Charges for Certain Shareholders. Class A shares purchased by the following
investors are not subject to any Class A initial or contingent deferred sales charges:
o        Shareholders who were shareholders of the AMA Family of Funds on February 28, 1991 and who acquired
                  shares of any of the Former Quest for Value Funds by merger of a portfolio of the AMA Family of
                  Funds.
o        Shareholders who acquired shares of any Former Quest for Value Fund by merger of any of the portfolios
                  of the Unified Funds.

|X|      Waiver of Class A Contingent Deferred Sales Charge in Certain Transactions. The Class A contingent
deferred sales charge will not apply to redemptions of Class A shares purchased by the following investors who
were shareholders of any Former Quest for Value Fund:

         Investors who purchased Class A shares from a dealer that is or was not permitted to receive a sales
load or redemption fee imposed on a shareholder with whom that dealer has a fiduciary relationship, under the
Employee Retirement Income Security Act of 1974 and regulations adopted under that law.

B.   Class A, Class B and Class C Contingent Deferred Sales Charge Waivers.

|X|      Waivers for Redemptions of Shares Purchased Prior to March 6, 1995. In the following cases, the
contingent deferred sales charge will be waived for redemptions of Class A, Class B or Class C shares of an
Oppenheimer fund. The shares must have been acquired by the merger of a Former Quest for Value Fund into the fund
or by exchange from an Oppenheimer fund that was a Former Quest for Value Fund or into which such fund merged.
Those shares must have been purchased prior to March 6, 1995 in connection with:
o        withdrawals  under an  automatic  withdrawal  plan  holding  only either  Class B or Class C shares if the
                  annual  withdrawal  does not exceed  10% of the  initial  value of the  account  value,  adjusted
                  annually, and
o        liquidation of a  shareholder's  account if the aggregate net asset value of shares held in the account is
                  less than the required minimum value of such accounts.

|X|      Waivers for Redemptions of Shares Purchased on or After March 6, 1995 but Prior to November 24, 1995. In
the following cases, the contingent deferred sales charge will be waived for redemptions of Class A, Class B or
Class C shares of an Oppenheimer fund. The shares must have been acquired by the merger of a Former Quest for
Value Fund into the fund or by exchange from an Oppenheimer fund that was a Former Quest For Value Fund or into
which such Former Quest for Value Fund merged. Those shares must have been purchased on or after March 6, 1995,
but prior to November 24, 1995:
o        redemptions following the death or disability of the shareholder(s) (as evidenced by a determination of
                  total disability by the U.S. Social Security Administration);
o        withdrawals under an automatic withdrawal plan (but only for Class B or Class C shares) where the annual
                  withdrawals do not exceed 10% of the initial value of the account value; adjusted annually, and
o        liquidation of a shareholder's account if the aggregate net asset value of shares held in the account is
                  less than the required minimum account value.

         A shareholder's account will be credited with the amount of any contingent deferred sales charge paid on
the redemption of any Class A, Class B or Class C shares of the Oppenheimer fund described in this section if the
proceeds are invested in the same Class of shares in that fund or another Oppenheimer fund within 90 days after
redemption.

     V. Special Sales Charge Arrangements for Shareholders of Certain Oppenheimer Funds Who Were Shareholders
                                    of Connecticut Mutual Investment Accounts, Inc.
--------------------------------------------------------------------------------------------------------------

The initial and contingent deferred sale charge rates and waivers for Class A and Class B shares described in the
respective Prospectus (or this Appendix) of the following Oppenheimer funds (each is referred to as a "Fund" in
this section):
     Oppenheimer U. S. Government Trust,
     Oppenheimer Bond Fund,
     Oppenheimer Value Fund and
     Oppenheimer Disciplined Allocation Fund
are modified as described below for those Fund shareholders who were shareholders of the following funds
(referred to as the "Former Connecticut Mutual Funds") on March 1, 1996, when OppenheimerFunds, Inc. became the
investment advisor to the Former Connecticut Mutual Funds:
     Connecticut Mutual Liquid Account      Connecticut Mutual Total Return Account
     Connecticut Mutual Government Securities Account            CMIA LifeSpan Capital Appreciation Account
     Connecticut Mutual Income Account      CMIA LifeSpan Balanced Account
     Connecticut Mutual Growth Account      CMIA Diversified Income Account

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

|X|      Class A Contingent Deferred Sales Charge. Certain shareholders of a Fund and the other Former
Connecticut Mutual Funds are entitled to continue to make additional purchases of Class A shares at net asset
value without a Class A initial sales charge, but subject to the Class A contingent deferred sales charge that
was in effect prior to March 18, 1996 (the "prior Class A CDSC"). Under the prior Class A CDSC, if any of those
shares are redeemed within one year of purchase, they will be assessed a 1% contingent deferred sales charge on
an amount equal to the current market value or the original purchase price of the shares sold, whichever is
smaller (in such redemptions, any shares not subject to the prior Class A CDSC will be redeemed first).

         Those shareholders who are eligible for the prior Class A CDSC are:
         1)   persons whose purchases of Class A shares of a Fund and other Former Connecticut Mutual Funds were
              $500,000 prior to March 18, 1996, as a result of direct purchases or purchases pursuant to the
              Fund's policies on Combined Purchases or Rights of Accumulation, who still hold those shares in that
              Fund or other Former Connecticut Mutual Funds, and
         2)   persons whose intended purchases under a Statement of Intention entered into prior to March 18,
              1996, with the former general distributor of the Former Connecticut Mutual Funds to purchase shares
              valued at $500,000 or more over a 13-month period entitled those persons to purchase shares at net
              asset value without being subject to the Class A initial sales charge

         Any of the Class A shares of a Fund and the other Former Connecticut Mutual Funds that were purchased at
net asset value prior to March 18, 1996, remain subject to the prior Class A CDSC, or if any additional shares
are purchased by those shareholders at net asset value pursuant to this arrangement they will be subject to the
prior Class A CDSC.
|X|




         Class A Sales Charge Waivers. Additional Class A shares of a Fund may be purchased without a sales
charge, by a person who was in one (or more) of the categories below and acquired Class A shares prior to March
18, 1996, and still holds Class A shares:
         1)   any purchaser, provided the total initial amount invested in the Fund or any one or more of the
              Former Connecticut Mutual Funds totaled $500,000 or more, including investments made pursuant to
              the Combined Purchases, Statement of Intention and Rights of Accumulation features available at the
              time of the initial purchase and such investment is still held in one or more of the Former
              Connecticut Mutual Funds or a Fund into which such Fund merged;
         2)   any participant in a qualified plan, provided that the total initial amount invested by the plan in
              the Fund or any one or more of the Former Connecticut Mutual Funds totaled $500,000 or more;
         3)   Directors of the Fund or any one or more of the Former Connecticut Mutual Funds and members of
              their immediate families;
         4)   employee benefit plans sponsored by Connecticut Mutual Financial Services, L.L.C. ("CMFS"), the
              prior distributor of the Former Connecticut Mutual Funds, and its affiliated companies;
         5)   one or more members of a group of at least 1,000 persons (and persons who are retirees from such
              group) engaged in a common business, profession, civic or charitable endeavor or other activity,
              and the spouses and minor dependent children of such persons, pursuant to a marketing program
              between CMFS and such group; and
         6)   an institution acting as a fiduciary on behalf of an individual or individuals, if such institution
              was directly compensated by the individual(s) for recommending the purchase of the shares of the
              Fund or any one or more of the Former Connecticut Mutual Funds, provided the institution had an
              agreement with CMFS.

         Purchases of Class A shares made pursuant to (1) and (2) above may be subject to the Class A CDSC of the
Former Connecticut Mutual Funds described above.

         Additionally, Class A shares of a Fund may be purchased without a sales charge by any holder of a
variable annuity contract issued in New York State by Connecticut Mutual Life Insurance Company through the
Panorama Separate Account which is beyond the applicable surrender charge period and which was used to fund a
qualified plan, if that holder exchanges the variable annuity contract proceeds to buy Class A shares of the Fund.

B.   Class A and Class B Contingent Deferred Sales Charge Waivers.

In addition to the waivers set forth in the Prospectus and in this Appendix, above, the contingent deferred sales
charge will be waived for redemptions of Class A and Class B shares of a Fund and exchanges of Class A or Class B
shares of a Fund into Class A or Class B shares of a Former Connecticut Mutual Fund provided that the Class A or
Class B shares of the Fund to be redeemed or exchanged were (i) acquired prior to March 18, 1996 or (ii) were
acquired by exchange from an Oppenheimer fund that was a Former Connecticut Mutual Fund. Additionally, the shares
of such Former Connecticut Mutual Fund must have been purchased prior to March 18, 1996:
     1)  by the estate of a deceased shareholder;
     2)  upon the disability of a shareholder, as defined in Section 72(m)(7) of the Internal Revenue Code;
     3)  for retirement distributions (or loans) to participants or beneficiaries from retirement plans qualified
         under Sections 401(a) or 403(b)(7)of the Code, or from IRAs, deferred compensation plans created under
         Section 457 of the Code, or other employee benefit plans;
     4)  as tax-free returns of excess contributions to such retirement or employee benefit plans;
     5)  in whole or in part, in connection with shares sold to any state, county, or city, or any
         instrumentality, department, authority, or agency thereof, that is prohibited by applicable investment
         laws from paying a sales charge or concession in connection with the purchase of shares of any
         registered investment management company;
     6)  in connection with the redemption of shares of the Fund due to a combination with another investment
         company by virtue of a merger, acquisition or similar reorganization transaction;
     7)  in connection with the Fund's right to involuntarily redeem or liquidate the Fund;
     8)  in connection with automatic redemptions of Class A shares and Class B shares in certain retirement plan
         accounts pursuant to an Automatic Withdrawal Plan but limited to no more than 12% of the original value
         annually; or
     9)  as involuntary redemptions of shares by operation of law, or under procedures set forth in the Fund's
         Articles of Incorporation, or as adopted by the Board of Directors of the Fund.

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

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

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

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




                                                        24
Limited Term New York Municipal Fund

Internet Website
     WWW.OPPENHEIMERFUNDS.COM
     ------------------------

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

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

Transfer Agent
       OppenheimerFunds Services
       P.O. Box 5270
       Denver, Colorado 80217
       1.800.525.7048

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

Independent Auditors
       KPMG LLP
       707 Seventeenth Street
       Denver, Colorado 80202

Legal Counsel
       Mayer, Brown, Rowe & Maw
       1675 Broadway
       New York, New York 10019




1234

PX0355.001.0402





ROCHESTER PORTFOLIO SERIES
LIMITED TERM NEW YORK MUNICIPAL FUND

FORM N-1A

PART C

OTHER INFORMATION

Item 23.  Exhibits


(a)      (i)      Amended and Restated Agreement and Declaration of Trust as filed with the Commonwealth of
Massachusetts on 2/8/95, as amended on 11/7/95: Previously filed with Registrant's Post Effective Amendment No. 7
filed 1/11/96 and incorporated by reference.

Amendment to the Amended and Restated Agreement and Declaration of Trust dated 6/17/97: Filed herewith.

Amendment to the Amended and Restated Agreement and Declaration of Trust dated 6/10/98: Filed herewith.


(b)      (i)      By-laws: Previously filed with Registrant's initial Registration Statement filed 7/1/91 -
incorporated by reference.

         (ii)     Amendment No. 1 to By-laws dated 7/22/98. Previously filed with Registrant's Post Effective
Amendment No. 14 filed 4/26/00 and incorporated by reference.


(c)      (i)      Class A Specimen Share Certificate: Filed herewith.

(ii)     Class B Specimen Share Certificate: Filed herewith.

(iii)    Class C Specimen Share Certificate: Filed herewith.

(iv)     Class X Specimen Share Certificate: Filed herewith.


(d)      Investment Advisory Agreement dated 1/4/96 with OppenheimerFunds, Inc.: Previously filed with
Registrant's Post Effective Amendment No. 7 filed 1/11/96- incorporated by reference.

(e)      (i)      General Distributor's Agreement dated 1/4/96 with Oppenheimer Funds Distributor, Inc.:
Previously filed with Registrant's Post Effective Amendment No. 7 filed 1/11/96, and incorporated  by reference.


(ii)     Form of Dealer Agreement of OppenheimerFunds Distributor, Inc.: Previously filed with Post-Effective
Amendment No. 45 to the Registration Statement of Oppenheimer High Yield Fund (Reg. No. 2-62076), 10/26/01, and
incorporated herein by reference.

(iii)    Form of Broker Agreement of OppenheimerFunds Distributor, Inc.: Previously filed with Post-Effective
Amendment No. 45 to the Registration Statement of Oppenheimer High Yield Fund (Reg. No. 2-62076), 10/26/01, and
incorporated herein by reference.

(iv)     Form of Agency Agreement of OppenheimerFunds Distributor, Inc.: Previously filed with Post-Effective
Amendment No. 45 to the Registration Statement of Oppenheimer High Yield Fund (Reg. No. 2-62076), 10/26/01, and
incorporated herein by reference.

(v)      Form of Trust Company Fund/SERV Purchase Agreement of OppenheimerFunds Distributor, Inc.: Previously
filed with Post-Effective Amendment No. 45 to the Registration Statement of Oppenheimer High Yield Fund (Reg. No.
2-62076), 10/26/01, and incorporated herein by reference.

(vi)     Form of Trust Company Agency Agreement of OppenheimerFunds Distributor, Inc.: Previously filed with
Post-Effective Amendment No. 45 to the Registration Statement of Oppenheimer High Yield Fund (Reg. No. 2-62076),
10/26/01, and incorporated herein by reference.


Form of Deferred Compensation Plan for Disinterested Trustees/Directors: Filed with Post-Effective Amendment No.
43 to the Registration Statement of Oppenheimer Quest for Value Funds, (Reg. No. 33-15489), 12/21/98, and
incorporated herein by reference.


(g)      Global Custodial Services Agreement dated 5/3/01 between Registrant and Citibank, N.A: Previously filed
with Post-Effective Amendment No. 33 to the Registration Statement of Centennial Money Market Trust (Reg. No.
2-65245), 10/25/01, and incorporated herein by reference.


(h)      Not applicable.


(i)      Opinion and Consent of Counsel dated 2/24/97: Incorporated by reference to the Registrant's Rule 24f-2
Notice filed 2/27/97.


(j)      Independent Auditor's Consent for KPMG LLP, the Fund's Independent Auditors: Filed herewith.

(k)      Not applicable.

(l)      (i)      Form of Investment Letter regarding Class B shares from OppenheimerFunds, Inc.: Previously
filed with Registrant's Post Effective Amendment No. 9, filed 2/28/97, and incorporated herein by reference.

(ii)     Form of Investment Letter regarding Class C shares from OppenheimerFunds, Inc.: Previously filed with
Registrant's Post Effective Amendment No. 9, filed 2/28/97, and incorporated herein by reference.


(m)      (i)      Amended and Restated Service Plan and Agreement dated 1/4/96 between the Registrant and
OppenheimerFunds Distributor, Inc. for Class A: Previously filed with Registrant's Post-Effective Amendment No.
7, 1/11/96, and incorporated herein by reference.


         (ii)     Amended and Restated Distribution and Service Plan and Agreement for Class B Shares dated as of
2/3/98: Previously filed with Registrant's Post-Effective Amendment No. 11, 4/21/98, and incorporated herein by
reference.

         (iii)    Amended and Restated Distribution and Service Plan and Agreement for Class C Shares dated as of
2/3/98: Previously filed with Registrant's Post-Effective Amendment No. 11, 4/21/98, and incorporated herein by
reference.

(v)      Amended and Restated Distribution and Service Plan and Agreement for Class X Shares dated 2/3/98:
Previously filed with Registrant's Post-Effective Amendment No. 11, 4/21/98, and incorporated herein by reference.


(n)      Oppenheimer Funds Multiple Class Plan under Rule 18f-3 dated March 18, 1996 and updated through 8/21/01:
Previously filed with Post-Effective Amendment No. 20 to the Registration Statement of Oppenheimer Cash Reserves
(Reg. No. 33-23223), 9/27/01, and incorporated herein by reference.

(o)      Powers of Attorney for all Trustees/Directors and Officers (with the exception of Brian W. Wixted, Brian
Wruble and John V. Murphy): Previously filed with Post-Effective Amendment No. 15 to the Registration Statement
of Oppenheimer Convertible Securities Fund (Reg. No. 33-3076), 1/11/96

(i)      Power of Attorney for Brian W. Wixted: Previously filed with Post-Effective Amendment No. 20 to the
Registration Statement of Oppenheimer Convertible Securities Fund (Reg. No. 33-3076), 4/28/99, and incorporated
herein by reference.

(ii)     Power of Attorney for Brian Wruble and John V. Murphy: Previously filed with Post Effective Amendment
No. 49 to the Registration Statement of Oppenheimer Quest Value Fund, Inc., (Reg. 2-65223), 2/26/02, and
incorporated herein by reference.


(p)      Amended and Restated Code of Ethics of the Oppenheimer Funds dated March 1, 2000 under Rule 17j-1 of the
Investment Company Act of 1940: Previously filed with the Registration Statement of Oppenheimer Emerging
Technologies Fund (Reg. No. 333-32108), March 10, 2000, and incorporated herein by reference.

Item 24.  Persons Controlled by or Under Common Control with the Fund
---------------------------------------------------------------------


None.


Item 25.  Indemnification
-------------------------

Registrant's Amended and Restated Agreement and Declaration of Trust (the "Declaration of Trust"), which is
referenced herein, (see Item 23(a)), contains certain provisions relating to the indemnification of Registrant's
officers and trustees.  Section 6.4 of Registrant's Declaration of Trust provides that Registrant shall indemnify
(from the assets of the Fund or Funds in question) each of its trustees and officers (including persons who
served at Registrant's request as directors, officers or trustees of another organization in which Registrant has
any interest as a shareholder, creditor or otherwise hereinafter referred to as a "Covered Person") against all
liabilities, including but not limited to, amounts paid for satisfaction of judgments, in compromise or as fines
and penalties, and expenses, including reasonable accountants' and counsel fees, incurred by any Covered Person
in connection with the defense or disposition of any action, suit or other proceeding, whether civil or criminal,
before any court or  administrative or legislative body, in which such Covered Person may be or may have been
involved as a party or otherwise or with which such person may be or may have been threatened, while in office or
thereafter, by reason of being or having been such a trustee or officer, director or trustee, except with respect
to any matter as to which it has been determined in one of the manners described below, that such Covered Person
(i) did not act in good faith in the reasonable belief that such Covered Person's action was in or not opposed to
the best interest of Registrant or (ii) had acted with willful misfeasance, bad faith, gross negligence, or
reckless disregard of the duties involved in the conduct described in (i) and (ii) being referred to hereafter as
"Disabling Conduct".

Section 6.4 provides that a determination that the Covered Conduct may be made by (i) a final decision on the
merits by a court or other body before whom the proceeding was brought that the person to be indemnified was not
liable by reason of Disabling Conduct, (ii) dismissal of a court action or an administrative proceeding against a
Covered Person for insufficiency of evidence of Disabling Conduct, or (iii) a reasonable determination, based
upon a review of the facts, that the indemnity was not liable by reason of Disabling Conduct by (a) a vote of a
majority of a quorum of trustees who are neither "interested persons" of Registrant as defined in Section
2(a)(19) of the 1940 Act nor parties to the proceeding, or (b) an independent legal counsel in a written opinion.

In addition, Section 6.4 provides that expenses, including accountants' and counsel fees so incurred by any such
Covered Person (but excluding amounts paid in satisfaction of judgments, in compromise or as fines or penalties),
may be paid from time to time in advance of the final disposition of any such action, suit or proceeding,
provided that the Covered Person shall have undertaken to repay the amounts so paid to the Sub-trust in question
if it is ultimately determined that indemnification of such expenses is not authorized under Article 6 and (i)
the Covered Person shall have provided security for such undertaking, (ii) Registrant shall be insured against
losses arising by reason of any lawful advances, or (iii) a majority of a quorum of disinterested trustees who
are not a party to the proceeding, by an independent legal counsel in a written opinion, based upon a review of
readily available facts (as opposed to a full trial-type inquiry), that there is reason to believe that the
Covered Person ultimately will be  found entitled to indemnification.

Section 6.1 of Registrant's Agreement and Declaration of Trust provides, among other things, that nothing in the
Agreement and Declaration of Trust shall protect any trustee or officer against any liability to Registrant or
the shareholders to which such trustee or officer would otherwise be subject by reason of willful misfeasance,
bad faith, gross negligence or reckless disregard of the duties involved in the conduct of the office of trustee
or such officer.

Insofar as indemnification for liability arising under the Securities Act of 1933 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 the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in connection with the securities being
registered, 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.

Item 26.  Business and Other Connections of the Investment Adviser

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


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


Name and Current Position  Other Business and Connections
with OppenheimerFunds, Inc.         During the Past Two Years
---------------------------         -------------------------

Timothy L. Abbuhl,
Assistant Vice President   None.

Amy B. Adamshick,
Vice President    Formerly at Scudder Kemper Investments (July 1998 - May 2000)

Charles E. Albers,
Senior Vice President      None.

Edward J. Amberger,
Assistant Vice President   None.

Janette Aprilante,

Vice President and Secretary        As of January 2002: Secretary of OppenheimerFunds, Distributor, Inc.,
Centennial Asset Management Corporation, Oppenheimer Partnership Holdings, Inc., Oppenheimer Real Asset
Management, Inc., Shareholder Financial Services, Inc., Shareholder Services, Inc.; Assistant Secretary of
HarbourView Asset Management Corporation, OFI Private Investments, Inc., Oppenheimer Trust Company and OAM
Institutional, Inc.

Hany S. Ayad,
Assistant Vice President   None.


Victor W. Babin,
Senior Vice President      None.


Bruce L. Bartlett,
Senior Vice President      None.

John Michael Banta,
Assistant Vice President   None.

Lerae A. Barela,
Assistant Vice President   None.

George Batejan,
Executive Vice President/
Chief Information Officer  None.


Kevin Baum,
Vice President    None.

Connie Bechtolt,
Assistant Vice President   None.


Robert Behal
Assistant Vice President   Formerly, Associate Director at MetLife (Jan 2000-May 2000).


Kathleen Beichert,

Vice President    Vice President of OppenheimerFunds Distributor, Inc.

Erik S. Berg,
Assistant Vice President   None.


Rajeev Bhaman,
Vice President    None.

Mark Binning,
Assistant Vice President   None.

Robert J. Bishop,

Vice President                                       An officer of other Oppenheimer funds.


John R. Blomfield,
Vice President    None.

Chad Boll,
Assistant Vice President   None

Lowell Scott Brooks,

Vice President    Vice President of OppenheimerFunds Distributor, Inc.

Richard Buckmaster,
Vice President    None.

Bruce Burroughs
Vice President    None.

Claudia Calich,
Assistant Vice President   None.


Adele A. Campbell,
Assistant Vice President & Assistant
Treasurer: Rochester Division       None.

Michael A. Carbuto,
Vice President    None


Ronald G. Chibnik,
Assistant Vice President   Director of technology for Sapient Corporation (July, 2000-August 2001); software
architect for Sapient Corporation (March 1997-July 2000).

H.C. Digby Clements,
Vice President: Rochester Division  None.


Peter V. Cocuzza,
Vice President    None.

Julie C. Cusker,
Assistant Vice President:
Rochester Division         None.


John Damian,
Vice President    Formerly senior analyst/director for Citigroup Asset Management (November 1999-September 2001).

O. Leonard Darling,
Vice Chairman, Executive Vice
President, Chief Investment
Officer and Director       Chairman of the Board and a director (since June 1999) and Senior Managing Director
(since December 1998) of HarbourView Asset Management Corporation; a director (since July 2001) of Oppenheimer
Acquisition Corp.; a director (since March 2000) of OFI Private Investments, Inc.; Chairman of the Board, Senior
Managing Director and director (since February 2001) of OAM Institutional, Inc.; Trustee (since 1993) of Awhtolia
College - Greece.


John M. Davis,

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


Robert A. Densen,
Senior Vice President      None.

Ruggero de'Rossi,
Vice President    Formerly Chief Strategist at ING Barings (July
1998 - March 2000).

Craig P. Dinsell,
Executive Vice President   None.


Randall C. Dishmon,
Assistant Vice President   Associate with Booz Allen & Hamilton (1998-June 2001).

Rebecca K. Dolan
Vice President    None.


Steven D. Dombrower,

Vice President                                       Vice President of OppenheimerFunds, Inc.


Bruce C. Dunbar,
Vice President    None.


Richard Edmiston,
Assistant Vice President   None.


Daniel R. Engstrom,
Assistant Vice President   None.

Armand B. Erpf,
Assistant Vice President   None.

George R. Evans,
Vice President    None.


Edward N. Everett,
Vice President    None.

George Fahey,
Vice President    Vice President of OppenheimerFunds Distributor, Inc.


Scott T. Farrar,
Vice President    Assistant Treasurer of Oppenheimer Millennium Funds plc; an officer of other Oppenheimer funds.

Katherine P. Feld,

Vice President, Senior Counsel      Vice President OppenheimerFunds, Distributor, Inc.; Vice President, Assistant
Secretary and Director of Centennial Asset Management Corporation; Vice President of Oppenheimer Real Asset
Management, Inc.


Ronald H. Fielding,
Senior Vice President;

Chairman: Rochester Division        Vice President of OppenheimerFunds Distributor, 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.


Paul Fitzsimmons,
Assistant Vice President   None.


P. Lyman Foster,
Senior Vice President      Senior Vice President of OppenheimerFunds Distributor, Inc. Formerly Vice President of
Prudential Investments (August 1999-April 2000).


David Foxhoven,

Assistant Vice President   Assistant Vice President of OppenheimerFunds Legacy Program.


Colleen M. Franca,
Assistant Vice President   None.

Crystal French,
Vice President    None.

Dan P. Gangemi,
Vice President    None.


Dan Gagliardo,
Assistant Vice President   Formerly Assistant Vice President at Mitchell Hutchins (January 2000-October 2000).


Subrata Ghose,

Assistant Vice President   Formerly equity analyst at Fidelity Investments (1995 - March 2000).


Charles W. Gilbert,
Assistant Vice President   None.

Alan C. Gilston,
Vice President    None.

Jill E. Glazerman,
Vice President    None.

Paul M. Goldenberg,
Vice President    None.


Mike Goldverg,
Assistant Vice President   None.


Laura Granger,

Vice President    Formerly a portfolio manager at Fortis Advisors (July 1998-October 2000).


Jeremy H. Griffiths,
Executive Vice President,
Chief Financial Officer and

Director Chief Financial Officer, Treasurer and director of Oppenheimer Acquisition Corp.; Executive Vice
President of HarbourView Asset Management Corporation; President and director of OppenheimerFunds International
Ltd.; President. Chief Executive Officer, Chairman of the Board and director of Oppenheimer Trust Company;
director of Trinity Investment Management Corp., Secretary/Treasurer of OppenheimerFunds Legacy Program (a
Colorado non-profit corporation); Executive Vice President of OFI Private Investments, Inc.; Executive Vice
President of OAM Institutional, Inc. and a Member and Fellow of the Institute of Chartered Accountants.


Robert Grill,
Senior Vice President      None.

Robert Guy,
Senior Vice President      None.


David Hager,
Vice President    None.


Robert Haley,
Assistant Vice President   None.


Marilyn Hall,
Vice President    None.


Kelly Haney,
Assistant Vice President   None.

Thomas B. Hayes,
Vice President    None.

Dorothy F. Hirshman,
Vice President    None.

Merryl I. Hoffman,

Vice President and Senior Counsel   As of December 2001: Secretary of HarbourView Asset Management Corporation,
OFI Private Investments, Inc. and OAM Institutional, Inc.; Assistant Secretary of OppenheimerFunds Legacy Program.


Merrell I. Hora,
Vice President    None.

Scott T. Huebl,

Vice President    Assistant Vice President of OppenheimerFunds Legacy Program.


Margaret Hui,
Assistant Vice President   None.


James G. Hyland,
Assistant Vice President   None.


Steve P. Ilnitzki,
Senior Vice President      Formerly Vice President of Product Management at Ameritrade (until March 2000).

Kathleen T. Ives,

Vice President and Assistant Counsel        Vice President of OppenheimerFunds Distributor, Inc.; Assistant
Secretary of Shareholder Financial Services, Inc. and OppenheimerFunds Legacy Program; Vice President and
Assistant Secretary of Shareholder Services, Inc.; an officer of other Oppenheimer funds.


William Jaume,

Vice President    Senior Vice President and Chief Compliance Officer (since April 2000) of HarbourView Asset
Management Corporation; and of OAM Institutional, Inc. (since February 2001).


Frank V. Jennings,
Vice President    None.


John Jennings,
Vice President    None.


Lewis A. Kamman,
Vice President    None.

Jennifer E. Kane,
Assistant Vice President   None.

Lynn O. Keeshan,
Senior Vice President      None.

Thomas W. Keffer,
Senior Vice President      None.


Cristina J. Keller,
Vice President                                       Vice President of OppenheimerFunds Distributor, Inc.

Michael Keogh,
Vice President    None.

Michael P. Kirkpatrick,
Assistant Vice President   None.

Garrett K. Kolb,
Assistant Vice President   None.


Teresa Kong,
Assistant Vice President   None.

Walter G. Konops,
Assistant Vice President   None.

Avram D. Kornberg,
Senior Vice President      None.


James Kourkoulakos,
Vice President.   None.


Joseph Krist,
Assistant Vice President   None.


Guy E. Leaf,
Vice President    Vice President of Merrill Lynch (January 2000-September 2001.


Christopher M. Leavy,

Senior Vice President      Formerly Vice President and portfolio manager at Morgan Stanley Investment Management
(1997-September 2000).


Dina C. Lee,
Assistant Vice President and
Assistant Counsel Formerly an attorney with Van Eck Global (until December 2000).


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


Michael S. Levine,
Vice President    None.


Gang Li,
Assistant Vice President   None.


Shanquan Li,
Vice President    None.

Mitchell J. Lindauer,
Vice President and Assistant
General Counsel   None.


Bill Linden,
Assistant Vice President   None.


Malissa B. Lischin,

Assistant Vice President   Assistant Vice President of OppenheimerFunds Distributor, Inc Formerly an associate
manager with Investment Management Analyst at Prudential (1996 - March 2000).

Reed Litcher,
Vice President    None.


David P. Lolli,
Assistant Vice President   None.

Daniel G. Loughran
Vice President: Rochester Division  None.


Patricia Lovett,
Vice President    Vice President of Shareholder Financial Services, Inc. and Senior Vice President of Shareholder
Services, Inc.


David M. Mabry,

Vice President    Vice President of Oppenheimer Trust Company.


Steve Macchia,
Vice President    None.

Marianne Manzolillo,
Assistant Vice President   Formerly Vice President for DLJ High Yield Research Department (February 1993 - July
2000).


Philip T. Masterson,
Vice President and
Assistant Counsel None.


Lisa Migan,
Assistant Vice President   None.

Andrew J. Mika,
Senior Vice President      None.


Joy Milan,
Vice President    None.


Denis R. Molleur,
Vice President and

Senior Counsel    An officer of other Oppenheimer funds.


Nikolaos D. Monoyios,
Vice President    None.

John Murphy,

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

Thomas J. Murray,
Vice President    None.


Kenneth Nadler,
Vice President    None.

David Negri,

Senior Vice President      Senior Vice President of HarbourView Asset Management Corporation.

Richard Nichols,
Vice President    None.


Barbara Niederbrach,
Assistant Vice President   None.

Robert A. Nowaczyk,
Vice President    None.

Raymond C. Olson,

Assistant Vice President   Assistant Vice President and Treasurer of OppenheimerFunds Distributor, Inc.;
Treasurer of Centennial Asset Management Corporation.

Mark Paris,

Assistant Vice President   None.


Frank J. Pavlak,
Vice President    None.


David P. Pellegrino,
Vice President    None.


Allison C. Pells,
Assistant Vice President   None.


James F. Phillips,
Vice President    None.


Raghaw Prasad,
Assistant Vice President


Jane C. Putnam,
Vice President    None.

Michael E. Quinn,
Vice President    None.

Julie S. Radtke,
Vice President    None.

Norma J. Rapini,
Assistant Vice President:
Rochester Division         None.

Thomas P. Reedy,
Vice President    Vice President (since April 1999) of HarbourView Asset Management Corporation.

Kristina Richardson,
Assistant Vice President   None.


David Robertson,
Senior Vice President      Senior Vice President of OppenheimerFunds Distributor, Inc. Formerly Director of Sales
& Marketing at Schroder Investment Management North America (March 1998-March 2000).


Rob Robis,
Assistant Vice President   None.

Antoinette Rodriguez,
Assistant Vice President   None.

Jeffrey S. Rosen,
Vice President    None.

Richard H. Rubinstein,
Senior Vice President      None.


James H. Ruff,
Executive Vice President   President and director of OppenheimerFunds Distributor, Inc. and Centennial Asset
Management Corporation; Executive Vice President of OFI Private Investments, Inc.


Andrew Ruotolo

Executive Vice President   President and director of Shareholder Services, Inc. and Shareholder Financial
Services, Inc.


Rohit Sah,
Assistant Vice President   None.

Valerie Sanders,
Vice President    None.


Jeffrey R. Schneider,
Vice President    None.


Ellen P. Schoenfeld,
Vice President    None.


Scott A. Schwegel,
Assistant Vice President   None.


Allan P. Sedmak
Assistant Vice President   None.

Jennifer L. Sexton,

Vice President    Vice President of OFI Private Investments, Inc.


Martha A. Shapiro,
Vice President    None.


Steven J. Sheerin,
Vice President    Formerly consultant with Pricewaterhouse Coopers (November 2000-May 2001) prior to which he was
a Vice President of Merrill Lynch Pierce Fenner & Smith, Inc. (July 1998-October 2000).

Bonnie Sherman,
Assistant Vice President   None.

David C. Sitgreaves,
Assistant Vice President   None.

Enrique H. Smith,
Assistant Vice President   Formerly a business analyst with Goldman Sachs (August 1999-August 2001).


Richard A. Soper,
Vice President    None.


Louis Sortino,
Assistant Vice President:
Rochester Division         None.


Keith J. Spencer,
Vice President    None.

Cathleen R. Stahl,

Assistant Vice President   Assistant Vice President and Manager of Women & Investing Program.


Richard A. Stein,
Vice President: Rochester Division  None.

Arthur P. Steinmetz,

Senior Vice President      Senior Vice President of HarbourView Asset Management Corporation.


Jayne M. Stevlingson,
Vice President    None.


Gregory J. Stitt,
Vice President    None.


John P. Stoma,

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

Wayne Strauss,
Assistant Vice President:
Rochester Division         None.

Michael Stricker,
Vice President


Deborah A. Sullivan,
Assistant Vice President,

Assistant Counsel Since December 2001, Secretary of Oppenheimer Trust Company. Formerly, Associate General
Counsel, Chief Compliance Officer, Corporate Secretary and Vice President of Winmill & Co. Inc. (formerly Bull &
Bear Group, Inc.), CEF Advisers, Inc. (formerly Bull & Bear Advisers, Inc.), Investor Service Center, Inc. and
Midas Management Corporation (November 1997 - March 2000).

Mary Sullivan,
Assistant Vice President   None.


Kevin L. Surrett,
Assistant Vice President   None.

Susan B. Switzer,
Vice President    None.

Anthony A. Tanner,
Vice President: Rochester Division  None.


Paul Temple,
Vice President

Eamon Tubridy,
Assistant Vice President   None.

James F. Turner,
Vice President    Formerly portfolio manager for Technology Crossover Ventures (May 2000-March 2001); Assistant
Vice President and Associate Portfolio Manager (August 1999-May 2000) for OppenheimerFunds, Inc.

Cameron Ullyat,
Assistant Vice President   None.


Mark S. Vandehey,

Vice President                                       Vice President of OppenheimerFunds Distributor, Inc.,
Centennial Asset Management Corporation and Shareholder Services, Inc.

Maureen Van Norstrand,
Assistant Vice President   None.

Phillip F. Vottiero,
Vice President    None.


Samuel Sloan Walker,

Vice President    Vice President of HarbourView Asset Management Corporation.


Teresa M. Ward,

Vice President    Vice President of OppenheimerFunds Distributor, Inc.

Darrin L. Watts,
Assistant Vice President   None.


Jerry A. Webman,

Senior Vice President      Senior Vice President of HarbourView Asset Management Corporation.


Christopher D. Weiler,
Assistant Vice President:
Rochester Division         None.


Barry D. Weiss,
Vice President    None.


Christine Wells,
Vice President    None.

Joseph J. Welsh,
Vice President    None.

Catherine M. White,

Assistant Vice President   Assistant Vice President of OppenheimerFunds Distributor, Inc. Formerly, Assistant
Vice President with Gruntal & Co. LLC (September 1998 - October 2000); member of the American Society of Pension
Actuaries (ASPA) since 1995.


William L. Wilby,

Senior Vice President      Senior Vice President (since May 1999) of HarbourView Asset Management Corporation.


Donna M. Winn,

Senior Vice President                                President,   Chief  Executive  Officer  and  Director  of  OFI
                                                     Private Investments, Inc.; Director and President of
OppenheimerFunds Legacy Program; Senior Vice President of OppenheimerFunds Distributor, Inc.

Kenneth Winston,
Senior Vice President      Principal at Richards & Tierney, Inc. (until June 2001).


Brian W. Wixted,
Senior Vice President and

Treasurer         Treasurer of HarbourView Asset Management Corporation; OppenheimerFunds International Ltd.,
Oppenheimer Partnership Holdings, Inc., Oppenheimer Real Asset Management Corporation, Shareholder Services,
Inc., Shareholder Financial Services, Inc., OFI Private Investments, Inc. and OAM Institutional, Inc.; Treasurer
and Chief Financial Officer of Oppenheimer Trust Company; Assistant Treasurer of Oppenheimer Acquisition Corp.
and OppenheimerFunds Legacy Program; an officer of other Oppenheimer funds.


Carol Wolf,
Senior Vice President      An officer of certain Oppenheimer funds; serves on the Board of Chinese Children
Adoption International Parents Council, Supporters of Children, and the Advisory Board of Denver Children's
Hospital Oncology Department.

Kurt Wolfgruber,
Senior Vice President      Director of Tremont Advisers, Inc. (as of January 2002).

Caleb C. Wong,
Vice President    None.

Edward C. Yoensky,
Assistant Vice President   None.

Robert G. Zack
Senior Vice President and
General Counsel   General Counsel and Director of OppenheimerFunds Distributor, Inc.; General Counsel of
Centennial Asset Management Corporation; Senior Vice President and General Counsel of HarbourView Asset
Management Corporation and OAM Institutional, Inc.; Senior Vice President, General Counsel and Director of
Shareholder Financial Services, Inc., Shareholder Services, Inc., OFI Private Investments, Inc. and Oppenheimer
Trust Company; Vice President and Director of Oppenheimer Partnership Holdings, Inc.; Secretary of OAC
Acquisition Corp.; Director and Assistant Secretary of OppenheimerFunds International Ltd.; Director of
Oppenheimer Real Asset Management, Inc.; Vice President of OppenheimerFunds Legacy Program; an officer of other
Oppenheimer funds.

Jill Zachman,
Vice President: Rochester Division  None.

Neal A. Zamore,
Vice President    Formerly (until May 2000) Vice President at GE Capital.

Mark D. Zavanelli,
Vice President    None.

Alex Zhou,
Assistant Vice President   None.

Arthur J. Zimmer,
Senior Vice President      Senior Vice President (since April 1999) of HarbourView Asset Management Corporation.

Susan Zimmerman,
Vice President    None.

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 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 Concentrated Growth 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 Europe Fund
Oppenheimer Global Fund
Oppenheimer Global Growth & Income Fund
Oppenheimer Gold & Special Minerals Fund
Oppenheimer Growth Fund
Oppenheimer High Yield Fund
Oppenheimer Intermediary Municipal Fund (a series of Oppenheimer Municipal Fund)
Oppenheimer International Bond Fund
Oppenheimer International Growth Fund
Oppenheimer International Small Company Fund
Oppenheimer Limited-Term Government Fund
Oppenheimer Main Street Growth & Income 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 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 Municipal Bond Fund
Oppenheimer New York Municipal Fund
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 Global Value Fund, Inc.
Oppenheimer Quest Value Fund, Inc.
Oppenheimer Real Asset Fund
Oppenheimer Real Estate Fund
Oppenheimer Select Managers (6 series):
     Gartmore Millennium Growth Fund II
     Jennison Growth Fund
     Mercury Advisors Focus Growth Fund
     Mercury Advisors S&P 500 Index Fund
     QM Active Balanced Fund
     Salomon Brothers Capital Fund
Oppenheimer Senior Floating Rate Fund
Oppenheimer Series Fund, Inc. (2 series):
     Oppenheimer Disciplined Allocation Fund
     Oppenheimer Value Fund
Oppenheimer Special Value Fund
Oppenheimer Strategic Income Fund
Oppenheimer Total Return Fund, Inc.
Oppenheimer Tremont Market Neutral Fund LLC
Oppenheimer Tremont Opportunity Fund LLC
Oppenheimer Trinity Core Fund
Oppenheimer Trinity Large Cap Growth Fund
Oppenheimer Trinity Value Fund
Oppenheimer U.S. Government Trust
Oppenheimer Variable Account Funds (10 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 Growth & Income Fund/VA
     Oppenheimer Main Street Small Cap Fund/VA
     Oppenheimer Money Fund/VA
     Oppenheimer Multiple Strategies Fund/VA
     Oppenheimer Strategic Bond Fund/VA
Panorama Series Fund, Inc. (4 series):
     Growth Portfolio
     Government Securities Portfolio
     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, Englewood, Colorado
80112.

The address of OppenheimerFunds, Inc., OppenheimerFunds Distributor, Inc., HarbourView Asset Management Corp.,
Oppenheimer Partnership Holdings, Inc., Oppenheimer Acquisition Corp., OFI Private Investments, Inc., OAM
Institutional, Inc. and Oppenheimer Trust Company is 498 Seventh Avenue, New York, New York 10018.

The address of Tremont Advisers, Inc. is 555 Theodore Fremd Avenue, Suite 206-C, Rye, New York 10580.

The address of OppenheimerFunds International Ltd. is Bloc C, Irish Life Center, Lower Abbey Street, Dublin 1,
Ireland.

The address of Trinity Investment Management Corporation is 301 North Spring Street, Bellefonte, Pennsylvania
16823.

Item 27. Principal Underwriter

(a)      OppenheimerFunds Distributor, Inc. is the Distributor of the Registrant's shares. It is also the
Distributor of each of the other registered open-end investment companies for which OppenheimerFunds, Inc. is the
investment adviser, as described in Part A and B of this Registration Statement and listed in Item 26(b) above
(except Oppenheimer Multi-Sector Income Trust and Panorama Series Fund, Inc.) and for MassMutual Institutional
Funds.

(b)      The directors and officers of the Registrant's principal underwriter are:

Name & Principal  Positions & Offices       Positions & Offices
Business Address  with Underwriter  with Registrant
----------------  ----------------  ---------------

Robert Agan (1)   Vice President    None

Janette Aprilante (1)      Secretary        None

Jason R. Bach     Vice President    None
3264 Winthrop Circle
Marietta, GA 30067

Kathleen Beichert (1)      Vice President   None

Gabriella Bercze (2)       Vice President   None

Douglas S. Blankenship     Vice President   None
17011 Woodbark
Spring, TX  77379

Tracey Blinzler (1)        Assistant Vice President  None

Kevin Bonner (1)  Vice President    None

L. Scott Brooks (2)        Vice President   None

Kevin E. Brosmith Senior Vice President     None
170 Phillip Court
Lake Bluff, IL 60044

Jeffrey W. Bryan (2)       Vice President   None

Susan Burton      Vice President    None
4127 Towne Green Circle
Addison, TX 75001

Kathleen Mary Byron        Vice President   None
6 Dahlia Drive
Irvine, CA 92618

Robert A. Coli    Vice President    None
12 White Tail Lane
Bedminster, NJ 07921

Jill E. Crockett (2)       Assistant Vice President  None

Jeffrey D. Damia (2)       Vice President   None

John Davis (2)    Assistant Vice President  None

Stephen J. Demetrovits (2) Vice President   None

Michael W. Dickson         Vice President   None
21 Trinity Avenue
Glastonbury, CT 06033

Joseph A. DiMauro Vice President    None
244 McKinley Avenue
Grosse Pointe Farms, MI 48236

Steven Dombrower (2)       Vice President   None

George P. Dougherty        Vice President   None
4090 Redbud Circle
Doylestown, PA 18901

Cliff H. Dunteman Vice President    None
1196 Fieldstone Dr.
Crystal Lake, IL 60014-1642

John Eiler (2)    Vice President    None

Kent M. Elwell    Vice President    None
35 Crown Terrace
Yardley, PA  19067

Gregg A. Everett  Vice President    None
7124 Trysail Circle
Tampa, FL 33607

George R. Fahey   Vice President    None
9 Townview Court
Flemington, NJ 08822

Eric C. Fallon    Vice President    None
10 Worth Circle
Newton, MA 02458

Katherine P. Feld (2)      Vice President   Assistant Secretary

Mark J. Ferro (2) Vice President    None

Ronald H. Fielding (3)     Vice President   None

Patrick W. Flynn (1)       Senior Vice President     None

John E. Forrest (2)        Senior Vice President     None

John ("J") Fortuna (2)     Vice President   None

P. Lyman Foster (2)        Senior Vice President     None

Victoria Friece (1)        Assistant Vice President  None

Luiggino J. Galleto        Vice President   None
10302 Riesling Court
Charlotte, NC 28277

Michelle M. Gans  Vice President    None
2700 Polk Street, Apt. #9
San Francisco, CA 94109

Lucio Giliberti   Vice President    None
6 Cyndi Court
Flemington, NJ 08822

Raquel Granahan (2)        Vice President   None

Ralph Grant (2)   Senior Vice President     None

Michael D. Guman  Vice President    None
3913 Pleasant Avenue
Allentown, PA 18103

Tonya N. Hammet   Assistant Vice President  None
2612 W. Grand Reserve Circle #227
Clearwater, FL 33759

Clifford W. Heidinger      Vice President   None
90 Gates Street
Portsmouth, NH 03801

Phillipe D. Hemery         Vice President   None
184 Park Avenue
Rochester, NY 14607

Elyse R. Jurman Herman     Vice President   None
1194 Hillsboro Mile, Villa 51
Hillsboro Beach, FL  33062

Wendy G. Hetson   Vice President    None
4 Craig Street
Jericho, NY 11753

Kristen L. Heyburn         Vice President   None
2315 Mimosa Drive #2
Houston, TX 77019

William E. Hortz (2)       Vice President   None

Edward Hrybenko (2)        Vice President   None

Brian F. Husch (2)         Vice President   None

Richard L. Hymes (2)       Assistant Vice President  None

Kathleen T. Ives (1)       Vice President   Assistant Secretary

Eric K. Johnson   Vice President    None
28 Oxford Avenue
Mill Valley, CA 94941

Mark D. Johnson   Vice President    None
15792 Scenic Green Court
Chesterfield, MO 63017

John S. Kavanaugh Vice President    None
2 Cervantes, Apt. #301
San Francisco, CA 94123

Christina J. Keller (2)    Vice President   None

Brian G. Kelly    Vice President    None
60 Larkspur Road
Fairfield, CT 06430

Michael Keogh (2) Vice President    None

Lisa Klassen (1)  Assistant Vice President  None

Richard Klein     Senior Vice President     None
4820 Fremont Avenue So.
Minneapolis, MN 55409

Richard Knott (2) Vice President    None

Dean Kopperud (2) Senior Vice President     None

Brent A. Krantz   Senior Vice President     None
P. O. Box 1313
Seahurst, WA 98062

David T. Kuzia    Vice President    None
9697 S. Golden Eagle Dr.
Highlands, CO 80126

Tracey Lange (2)  Vice President    None

Dawn Lind         Vice President    None
21 Meadow Lane
Rockville Centre, NY 11570

Malissa Lischin (2)        Assistant Vice President  None

James V. Loehle   Vice President    None
30 Wesley Hill Lane
Warwick, NY 10990

John J. Lynch     Vice President    None
5341 Ellsworth
Dallas, TX 75206

Mark Macken       Vice President    None
462 Lincoln Avenue
Sayville, NY 11782

Michael Magee (2) Vice President    None

Steven C. Manns   Vice President    None
1941 W. Wolfram
Chicago, IL 60657

Todd A. Marion    Vice President    None
3 St. Marks Place
Cold Spring Harbor, NY 11724

David M. Martin   Vice President    None
10155 S. Woodrose Lane
Highlands Ranch, CO 80126

LuAnn Mascia (2)  Assistant Vice President  None

Theresa-Marie Maynier      Vice President   None
2421 Charlotte Drive
Charlotte, NC 28203

Anthony P. Mazzariello     Vice President   None
704 Beaver Road
Leetsdale, PA 15056

John C. McDonough Vice President    None
3812 Leland Street
Chevy Chase, MD 20815

Kent C. McGowan   Vice President    None
18424 12th Avenue West
Lynnwood, WA 98037

John V. Murphy (2)         Director President

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

Christina Nasta (2)        Assistant Vice President  None

Kevin P. Neznek (2)        Vice President   None

Patrick J. Noble  Vice President    None
1155 Wellesley Avenue #204
Los Angeles, CA 90049

Chad V. Noel      Vice President    None
2408 Eagleridge Drive
Henderson, NV 89014

Raymond Olson (1) Assistant Vice President  None
         & Treasurer

Gayle E. Pereira  Vice President    None
2707 Via Arboleda
San Clemente, CA 92672

Brian C. Perkes   Vice President    None
8734 Shady Shore Drive
Frisco, TX 75034

Charles K. Pettit Vice President    None
22 Fall Meadow Drive
Pittsford, NY 14534

William L. Presutti        Vice President   None
238 Kemp Avenue
Fair Haven, NJ 07704

Elaine Puleo-Carter (2)    Senior Vice President     None

Christopher L. Quinson     Vice President   None
19 Cayuga Street
Rye, NY 10580

Minnie Ra         Vice President    None
100 Dolores Street, #203
Carmel, CA 93923

Heather Rabinowitz (2)     Assistant Vice President  None

Gary D. Rakan     Vice President    None
25031 Woodridge Triangle
Farmington, MI 48335

Michael A. Raso   Vice President    None
16 N. Chatsworth Ave., Apt. 301
Larchmont, NY 10538

Douglas Rentschler         Vice President   None
677 Middlesex Road
Grosse Pointe Park, MI 48230

Michelle Simone Richter (2)         Vice President   None

Ruxandra Risko(2) Vice President    None

David R. Robertson (2)     Senior Vice President     None

Kenneth A. Rosenson        Vice President   None
24753 Bantage Point Terr.
Malibu, CA 90265

James H. Ruff (2) President & Director      None

William R. Rylander        Vice President   None
85 Evergreen Road
Vernon, CT 06066

Thomas Sabow (2)  Vice President    None

Alfredo Scalzo    Vice President    None
9616 Lake Chase Island Way
Tampa, FL 33626

Michael Sciortino Vice President    None
785 Beau Chene Drive
Mandeville, LA 70471

Eric Sharp        Vice President    None
862 McNeill Circle
Woodland, CA 95695

Debbie Simon (2)  Vice President    None

Douglas Bruce Smith        Vice President   None
808 South 194th Street
Seattle,WA 98148

William A. Spetrino        Vice President   None
7631 Yennicook Way
Hudson, OH 44236

Bryan Stein (2)   Vice President    None

John Stoma (2)    Senior Vice President     None

Brian C. Summe    Vice President    None
239 N. Colony Drive
Edgewood, KY 41017

Michael Sussman(2)         Assistant Vice President  None

George T. Sweeney Senior Vice President     None
5 Smoke House Lane
Hummelstown, PA 17036

Scott McGregor Tatum       Vice President   None
704 Inwood
Southlake, TX 76092

James Taylor (2)  Assistant Vice President  None

Martin Telles (2) Senior Vice President     None

David G. Thomas   Vice President    None
1328 N. Cleveland Street
Arlington, VA 22201

Bryan K.Toma      Vice President    None
14575 S. Gallery
Olathe, KS 66062

Floyd A. Tucker   Vice President    None
1930 W. Barry Ave., #2
Chicago, IL 60657

Tanya Valency (2) Vice President    None

Mark Vandehey (1) Vice President    None

Vince Vermette    Assistant Vice President  None

Teresa Ward (1)   Vice President    None

Michael J. Weigner         Vice President   None
4905 W. San Nicholas Street
Tampa, FL 33629

Donn Weise        Vice President    None
3249 Earlmar Drive
Los Angeles, CA 90064

Catherine White (2)        Assistant Vice President  None

Thomas Wilson (2) Vice President    None

Donna Winn (2)    Senior Vice President     None

Philip Witkower (2)        Senior Vice President     None

Cary Patrick Wozniak       Vice President   None
18808 Bravata Court
San Diego, CA 92128

Gregor D. Yuska   Vice President    None
16035 Canterbury Estates Dr.
Ellisville, MO 63021

Robert G. Zack (2)         General Counsel  Secretary
         and Director

(1)6803 South Tucson Way, Englewood, CO 80112
(2)498 Seventh Avenue, New York, NY 10018
(3)350 Linden Oaks, Rochester, NY 14623

(c)      Not applicable.







SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and/or the Investment Company Act of 1940, the
Registrant certifies that it meets all the requirements for effectiveness of this Registration Statement pursuant
to Rule 485(b) under the Securities Act of 1933 and has duly caused this Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of New York and State of New York on the
26th day of April, 2002.

ROCHESTER PORTFOLIO SERIES
LIMITED TERM NEW YORK MUNICIPAL FUND

         By:  /s/ John V. Murphy*
         -------------------------------------------
         John V. Murphy, President

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/ Thomas W. Courtney*    Chairman of the  April 26, 2002
------------------------------      Board of Trustees
Thomas W. Courtney

/s/ John V. Murphy*
------------------------------      President        April 26, 2002
John V. Murphy

/s/ Brian W. Wixted*       Treasurer and Chief
-------------------------- Financial and    April 26, 2002
Brian W. Wixted   Accounting Officer

/s/ John Cannon*
---------------------      Trustee  April 26, 2002
John Cannon

/s/ Paul Y. Clinton*       Trustee  April 26, 2002
-----------------------
Paul Y. Clinton

/s/ Robert G. Galli*
------------------------   Trustee  April 26, 2002
Robert G. Galli

/s/ Lacy B. Herrmann*      Trustee  April 26, 2002
---------------------------
Lacy B. Herrmann

/s/ Brian Wruble* Trustee  April 26, 2002
---------------------
Brian Wruble

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





ROCHESTER PORTFOLIO SERIES -
LIMITED TERM NEW YORK MUNICIPAL FUND

EXHIBIT INDEX


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

23(a)(ii)         Amendment to the Amended and Restated Agreement and Declaration of Trust dated 6/17/97.

23(a)(iii)        Amendment to the Amended and Restated Agreement and Declaration of Trust dated 6/10/98.

(c)(i)            Class A Specimen Share Certificate
(c)(ii)  Class B Specimen Share Certificate
(c)(iii) Class C Specimen Share Certificate
(c)(iv)  Class X Specimen Share Certificate

23(j)    Independent Auditor's Consent for KPMG LLP


































355_PartC-B(Apr02).doc

--------

1 Until January 5, 1998, the Fund also offered Class X shares. On May 1, 1997, the Fund's prior Class B shares
were re-designated as Class X shares and the offering of the Fund's current Class B shares commenced. Information
about Class X shares may be found in "About Your Account" in the Statement of Additional Information.
2 Mr. Cannon is a Trustee of Rochester Fund Municipals, Limited-Term New York Municipal Fund and Convertible
Securities Fund.
3 The address of each Trustee is 6803 S. Tucson Way, Englewood, CO 80112-3924.
4 Each Trustee serves for an indefinite term, until his or her resignation, death or removal.
5 The address of the Officers is as follows: Messrs. Murphy, Molleur and Zack and Ms. Feld is 498 Seventh Avenue,
New York, NY 10018; Mr. Wixted and Ms. Ives is 6803 S. Tucson Way, Englewood, CO 80112-3924; Messrs. Fielding and
Tanner is 350 Linden Oaks, Rochester, NY 14625.
6 Each Officer serves for an annual term or until his or her resignation, death or removal.

7 In accordance with Rule 12b-1 of the Investment Company Act, the term "Independent Trustees" in this Statement
of Additional Information refers to those Trustees who are not "interested persons" of the Fund and who do not
have any direct or indirect financial interest in the operation of the distribution plan or any agreement under
the plan.

8 Certain waivers also apply to Class M shares of Oppenheimer Convertible Securities Fund.
9 In the case of Oppenheimer Senior Floating Rate Fund, a continuously-offered closed-end fund, references to
contingent deferred sales charges mean the Fund's Early Withdrawal Charges and references to "redemptions" mean
"repurchases" of shares.
10 An "employee benefit plan" means any plan or arrangement, whether or not it is "qualified" under the Internal
Revenue Code, under which Class N shares of an Oppenheimer fund or funds are purchased by a fiduciary or other
administrator for the account of participants who are employees of a single employer or of affiliated employers.
These may include, for example, medical savings accounts, payroll deduction plans or similar plans. The fund
accounts must be registered in the name of the fiduciary or administrator purchasing the shares for the benefit
of participants in the plan.
11 The term "Group Retirement Plan" means any qualified or non-qualified retirement plan for employees of a
corporation or sole proprietorship, members and employees of a partnership or association or other organized
group of persons (the members of which may include other groups), if the group has made special arrangements with
the Distributor and all members of the group participating in (or who are eligible to participate in) the plan
purchase shares of an Oppenheimer fund or funds through a single investment dealer, broker or other financial
institution designated by the group. Such plans include 457 plans, SEP-IRAs, SARSEPs, SIMPLE plans and 403(b)
plans other than plans for public school employees. The term "Group Retirement Plan" also includes qualified
retirement plans and non-qualified deferred compensation plans and IRAs that purchase shares of an Oppenheimer
fund or funds through a single investment dealer, broker or other financial institution that has made special
arrangements with the Distributor.
12 However, that concession will not be paid on purchases of shares in amounts of $1 million or more (including
any right of accumulation) by a Retirement Plan that pays for the purchase with the redemption proceeds of Class
C shares of one or more Oppenheimer funds held by the Plan for more than one year.
13 This provision does not apply to IRAs.
14 This provision does not apply to 403(b)(7) custodial plans if the participant is less than age 55, nor to IRAs.
15 The distribution must be requested prior to Plan termination or the elimination of the Oppenheimer funds as an
investment option under the Plan.
16 This provision does not apply to IRAs.
17 This provision does not apply to loans from 403(b)(7) custodial plans.
18 This provision does not apply to 403(b)(7) custodial plans if the participant is less than age 55, nor to IRAs.