Oppenheimer Transition 2025 Fund

N-1A 1 body.htm FORM N-1A, PROSPECTUS, SAI, PART C Oppenheimer Transition 2025 Fund

                                                       Registration No.811-22152
                                                       File No. ___-_____

                                UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, DC 20549

                                  FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933                   [X]

      Pre-Effective Amendment No. __                                     [   ]

      Post-Effective Amendment No. __                                    [   ]

                                    and/or

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

      Amendment No. __                                                   [   ]

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                       OPPENHEIMER TRANSITION 2025 FUND
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              (Exact Name of Registrant as Specified in Charter)

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

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

                             Robert G. Zack, Esq.
                            OppenheimerFunds, Inc.
Two World Financial Center, 225 Liberty Street, New York, New York 10281-1008
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                   (Name and Address of Agent for Service)


The Registrant hereby amends the Registration  statement on such date or dates
as may be necessary to delay its  effective  date until the  Registrant  shall
file a further  amendment  which  specifically  states that this  Registration
Statement shall  thereafter  become  effective in accordance with section 8(a)
of the  Securities  Act of 1933 or  until  the  Registration  Statement  shall
become  effective on such date as the  Commission,  acting pursuant to Section
8(a), shall determine.

THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY NOT SELL
THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES, AND IT
IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS
NOT PERMITTED. SUBJECT TO COMPLETION
Oppenheimer
LifeCycle Funds

o Oppenheimer Transition 2025 Fund
o Oppenheimer Transition 2040 Fund
o Oppenheimer Transition 2050 Fund

Prospectus dated ______ __, 2008 Oppenheimer LifeCycle Funds are a
group of retirement funds designed for
different retirement date goals. Each
Fund seeks total return until the
target retirement date and then seeks
income and secondarily capital growth.

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

As with all mutual funds, the
Securities and Exchange Commission has
not approved or disapproved the Funds'
securities nor has it determined that
this prospectus is accurate or
complete. It is a criminal offense to
represent otherwise.
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57
CONTENTS

ABOUT THE FUNDS

The Funds' Investment Objectives and Principal Investment Strategies
Main Risks of Investing in the Funds
Fees and Expenses of the Funds
About the Funds' Investments
How the Funds are Managed

ABOUT YOUR ACCOUNT

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

Special Investor Services
AccountLink
PhoneLink
OppenheimerFunds Internet Website
Retirement Plans

How to Sell Shares
By Mail
By Telephone

How to Exchange Shares
Shareholder Account Rules and Policies
Dividends, Capital Gains and Taxes
Financial Highlights
More Information About the Underlying Funds

ABOUT THE FUNDS

The Funds' Investment Objectives and Principal Investment Strategies

WHAT IS EACH FUND'S INVESTMENT OBJECTIVE? Each Fund seeks total return until the target
retirement date included in its name and then seeks income and secondarily capital growth.

WHAT DOES EACH FUND MAINLY INVEST IN? Each Fund is a special type of mutual fund known as a
"fund of funds" because it invests in other mutual funds. Under normal market conditions,
OppenheimerFunds, Inc. (the "Manager"), the investment manager of each Fund, will invest
the Fund's assets in a diversified portfolio of Oppenheimer mutual funds. Those funds are
referred to as the "Underlying Funds." "Normal market conditions" exist when securities
markets and economic conditions are not unstable or adverse, in the judgment of the
Manager. Each Fund will seek to achieve its objective by investing in a portfolio of
Underlying Funds that represent various asset classes and sectors that will change over
time as the date in a given Fund's name gets closer. Each of the Funds will have, and is
expected to maintain, some equity exposure. Equity securities have generally proven to
offer higher rates of return, over the long term, than fixed-income securities and may play
a role both in preparing for and during retirement.

HOW DOES THE MANAGER DECIDE WHAT SECURITIES TO BUY OR SELL? Each Fund is managed based on
an approximate retirement year (the "transition" date) included in its name. The following
tables detail the way each Fund expects to initially allocate investments among the
Underlying Funds, which represent various asset classes. At times, the Funds may invest in
other Oppenheimer equity and fixed-income funds and in Oppenheimer money market funds.

The Funds will present their allocations among the Underlying Funds in their shareholder
reports and as described in the section "About the Funds' Investments-Portfolio Holdings"
below. The Manager may change the Funds' allocations at any time without advance notice to
shareholders.

Transition 2025 Fund
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Asset Class Underlying Fund Initial
Allocation
Equity Oppenheimer Capital 15%
Appreciation Fund
Equity Oppenheimer Main Street Fund 10%
Equity Oppenheimer Value Fund 20%
Equity Oppenheimer MidCap Fund 10%
Equity Oppenheimer Small- & Mid- Cap 10%
Fund
Equity Oppenheimer International 10%
Growth Fund
Equity Oppenheimer International Value 5%
Fund
Fixed-Income Oppenheimer International Bond 5%
Fund
Fixed-Income Oppenheimer Core Bond Fund 10%
Other Oppenheimer Commodity Strategy 5%
Total Return Fund

Transition 2040 Fund
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Asset Class Underlying Fund Initial
Allocation
Equity Oppenheimer Capital 20%
Appreciation Fund
Equity Oppenheimer Main Street Fund 10%
Equity Oppenheimer Value Fund 20%
Equity Oppenheimer MidCap Fund 10%
Equity Oppenheimer Small- & Mid- Cap 13%
Value Fund
Equity Oppenheimer International 10%
Growth Fund
Equity Oppenheimer International Value 5%
Fund
Fixed-Income Oppenheimer International Bond 2%
Fund
Fixed-Income Oppenheimer Core Bond Fund 5%
Other Oppenheimer Commodity Strategy 5%
Total Return Fund

Transition 2050 Fund
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Asset Class Underlying Fund Initial
Allocation
Equity Oppenheimer Capital 20%
Appreciation Fund
Equity Oppenheimer Main Street Fund 10%
Equity Oppenheimer Value Fund 20%
Equity Oppenheimer MidCap Fund 10%
Equity Oppenheimer Small- & Mid- Cap 15%
Value Fund
Equity Oppenheimer International 10%
Growth Fund
Equity Oppenheimer International Value 5%
Fund
Fixed-Income Oppenheimer Core Fund 5%
Other Oppenheimer Commodity Strategy 5%
Total Return Fund

Shares of the Underlying Funds may be sold for a variety of reasons, such as to effect a
change in asset allocation, secure a gain, limit a loss, or redeploy assets into more
promising opportunities.

WHO ARE THE FUNDS DESIGNED FOR? The Funds are designed primarily for investors seeking a
professionally managed investment program to simplify the accumulation of assets prior to
and during retirement. In general, the Funds' investment programs assume a retirement age
of 65 and expect that the investor will choose a Fund whose "transition" date is closest to
the date the investor turns 65. The "transition" date of the Fund you select should not
necessarily represent the specific year you intend to retire or start drawing retirement
assets; rather it should be an approximate guide.

To accommodate a wider range of investor preferences and retirement time horizons than is
possible with a single fund, the Oppenheimer LifeCycle Funds offer Funds with different
combinations of asset allocations to provide the growth potential of equities, the income
potential of bonds, and the relative stability of short-term bond funds. Choosing a Fund
with an earlier transition date represents a more conservative choice; choosing a Fund with
a later transition date represents a more aggressive choice.

Investors should realize that the Funds are not a complete solution to their retirement
needs. Investors must weigh many factors when considering retirement, including when to
retire, what their retirement needs will be, and what other sources of income they may have.

HOW WILL THE FUNDS CHANGE WITH YOUR CHANGING NEEDS? The Funds' allocations to various asset
classes, through investments in the Underlying Funds, will become progressively more
conservative over time. This approach is designed to help investors accumulate the assets
needed to generate income during their retirement years. An example of this progression is
demonstrated in the following chart, which reflects an investor's need to reduce investment
risks as his or her retirement year approaches and the need for lower volatility in a
portfolio that may be an investor's primary source of income after retirement.

[GRAPHIC OMITTED][GRAPHIC OMITTED]
The Manager will monitor the Funds' asset allocations daily and will regularly rebalance
each Fund's portfolio so that it remains consistent with its target allocations to the
indicated asset classes. Each Fund's target allocations to equity and fixed-income
Underlying Funds, as shown in the chart above, are not expected to vary from the
allocations shown by more than plus or minus five percentage points. However, the Manager
may favor fixed-income securities if the economy is expected to slow sufficiently to hurt
corporate profit growth. The opposite may be true when strong economic growth is expected.
The Manager will examine relative values and prospects among Underlying Funds that invest
in growth- and value-oriented securities, domestic and international securities, and the
securities of small-, mid- and large-cap issuers, as well as the capacity of the Underlying
Funds to absorb and invest additional cash flow. Each Fund's allocations will be rebalanced
at least annually.

WHAT WILL HAPPEN AFTER THE TRANSITION DATE? After the transition date, the Funds will
continue on a "glide path" to a more conservative allocation, designed to place greater
emphasis on income and reduce investors' overall risks. Approximately 10 years after a
Fund's stated "transition" year, the Fund's exposure to equity Underlying Funds will be at
its most conservative and will remain fixed at approximately 20% of assets. At that point,
approximately 75% of the Funds' portfolios will be invested in fixed-income Underlying
Funds and 5% may be invested in other types of Underlying Funds.

CAN THE FUND'S INVESTMENT OBJECTIVES AND POLICIES CHANGE? Each Fund's Board of Trustees
can change non-fundamental policies without shareholder approval, although significant
changes will be described in amendments to this prospectus. Fundamental policies cannot be
changed without the approval of a majority of a Fund's outstanding voting shares (as
defined in the Investment Company Act of 1940, as amended ("Investment Company Act"). The
Funds' investment objectives and principal investment strategies are not fundamental
policies, however, shareholders will receive at least 60 days' advance notice of changes in
a Fund's investment objective or principal strategies. Unless otherwise stated in this
prospectus or the Statement of Additional Information, investment policies of the Funds are
not fundamental.

Certain investment objectives or strategies of the Underlying Funds are fundamental
policies and others are non-fundamental policies, as indicated in each Underlying Fund's
prospectus or Statement of Additional Information. Each Underlying Fund's Board of
Directors or Trustees, can change non-fundamental policies without shareholder approval,
including without the approval of the Funds.

Main Risks of Investing in the Funds

All investments have risks to some degree. The share prices of each Fund's shares generally
change daily based on the values of the Underlying Funds' investments, which may be subject
to a number of factors described below. By investing in different types of Underlying
Funds, the Funds have partial exposure to the risks of different areas of the market. The
more a Fund allocates to equity Underlying Funds, the greater the expected risk. The Funds
are also subject to the risk that poor security selection by the Underlying Funds may cause
a Fund to underperform other funds having similar objectives.

RISKS OF INVESTING IN THE UNDERLYING FUNDS. Each of the Underlying Funds in which the Funds
invest has its own investment risks, and those risks can affect the value of the Underlying
Funds' shares and therefore the value of the Funds' shares. To the extent that the Funds
invest more of their assets in one Underlying Fund than in another, the Funds will have
greater exposure to the risks of that Underlying Fund. The investment objective and
principal investments of each of the Underlying Funds are described in the section "More
Information About the Underlying Funds." There is no guarantee that the Underlying Funds
will achieve their investment objectives. The risks of the Underlying Fund's investments
are described in the section "About the Funds' Investments-The Funds' Principal Investment
Policies and Risks." The principal risks of an investment in the LifeCycle Funds are
different from the principal risks of an investment in any one of the individual Underlying
Funds and are described below.

The Underlying Funds will pursue their investment objectives and policies without the
approval of the Funds. If an Underlying Fund were to change its investment objective or
policies, the applicable Fund may be required to sell its shares of the Underlying Fund at
a disadvantageous time. The prospectuses and Statements of Additional Information of the
Underlying Funds are available without charge upon request by contacting OppenheimerFunds
Services toll free at 1.800.CALL OPP (225.5677), or they can be downloaded on the
OppenheimerFunds, Inc. website at www.oppenheimerfunds.com.

ALLOCATION RISK. Each Fund's ability to achieve its investment objective depends upon the
Manager's skill in selecting the best mix of Underlying Funds. There is the risk that the
Manager's evaluations and assumptions regarding the Underlying Funds may be incorrect in
view of actual market conditions.

AFFILIATED PORTFOLIO RISK. In managing the Funds, the Manager will have authority to select
and substitute Underlying Funds. The Manager may be subject to potential conflicts of
interest in selecting Underlying Funds because the fees paid to it by some Underlying Funds
are higher than the fees paid by other Underlying Funds. However the Manager's fund of
funds committee monitors the investment process, identifies, addresses and resolves any
potential issues and reports to the Boards of the Funds and of each Underlying Fund at
least quarterly.

RISKS OF INVESTING IN EQUITY SECURITIES. Stocks and other equity securities held by the
Underlying Funds fluctuate in price in response to changes in equity markets in general,
and their short-term volatility at times may be great. The prices of individual equity
securities do not all move in the same direction uniformly or at the same time; for
example, "growth" stocks may perform well under circumstances in which "value" stocks in
general have fallen. Different stock markets may behave differently from each other. Other
factors may affect the price of a particular company's securities. Those factors include
poor earnings reports, loss of customers, litigation, or changes in regulations affecting
the company or its industry. To the extent that an Underlying Fund emphasizes investments
in securities of a particular type, for example foreign stocks, stocks of small or mid
sized companies, growth or value stocks, or stocks of companies in a particular industry,
its share value may fluctuate in response to events affecting the market for those type of
securities.

RISKS OF INVESTING IN FIXED-INCOME SECURITIES. Fixed-income (debt) securities held by the
Underlying Funds may be subject to credit risk, interest rate risk, and prepayment risk.
Credit risk relates to the ability of the issuer of a security to make interest and
principal payments on the security as they become due. If an issuer fails to pay interest
or to repay principal, the Underlying Fund's income or share value might be reduced. The
value of debt securities are also subject to change when prevailing interest rates change.
When prevailing interest rates fall, the values of already-issued debt securities generally
rise. When prevailing interest rates rise, the values of already-issued debt securities
generally fall, and they may sell at a discount from their face amount or from the amount
the Underlying Fund paid for them. When interest rates fall, the issuers of
mortgage-related debt securities may prepay principal to the Underlying Fund more quickly
than expected and the Underlying Fund may be required to reinvest the proceeds at a lower
interest rate.

HOW RISKY ARE THE FUNDS OVERALL? The risks described above collectively form the overall
risk profile of the Funds. However, the allocation strategies that the Manager employs for
the Funds are designed to allow risks to be offset by one another. For example the downward
movement in one security or asset class may be offset by the upward movement in another. So
while the Underlying Funds have certain risk characteristics, the Manager's strategy of
allocating Fund assets to different Underlying Funds may allow those risks to be offset. As
discussed above, each Fund's risk profile will become more conservative over time. The
Transition 2025 Fund represents the most conservative investment strategy, while the
Transition 2050 Fund is the most aggressive. The Funds' risks mean that you can lose money
by investing in a 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 Funds will achieve their investment
objectives.

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An investment in the Funds is not a deposit of any bank and is not insured or
guaranteed by the Federal Deposit Insurance Corporation or any other
government agency.
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The Funds' Past Performance

Because the Funds have not commenced operations, there is no prior performance information.
Please remember that the Funds are intended to be long-term investments, that performance
results are historical, and that past performance (particularly over a short time period)
is not predictive of future results.

Fees and Expenses of the Funds

The following tables are provided to help you understand the fees and expenses you may pay
if you buy and hold shares of the Funds. The Funds pay a variety of expenses directly for
distribution of their shares and other services. Those expenses are subtracted from each
Fund's assets to calculate such Fund's net asset value per share. All shareholders
therefore pay those expenses indirectly. In addition, each Fund will indirectly bear its
pro-rata share of the expenses of the Underlying Funds in which it invests. Shareholders
pay other expenses directly, such as sales charges, which are the same for each of the
Funds. "Other Expenses," "Acquired Fund Fees and Expenses," and "Total Annual Operating
Expenses" are each Fund's anticipated expenses during its first fiscal year based on
estimated average daily net assets of $25 million.

Shareholder Fees (charges paid directly from your investment):

Class A Class B Class C Class N Class Y
Shares Shares Shares Shares Shares
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Maximum Sales Charge (Load) on
purchases (as % of offering price) 5.75% None None None None
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Maximum Deferred Sales Charge
(Load) None(1) 5%(2) 1%(3) 1%(4) None
(as % of the lower of the
original offering price or
redemption proceeds)

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

Transition 2025 Fund Class A Class Class C Class N Class Y
Shares B Shares Shares Shares
Shares
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Management Fees None None None None None
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--------------------------------------------------------------------------------
Distribution and/or Service 0.25% 1.00% 1.00% 0.50% None
(12b-1) Fees
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Other Expenses(5) 0.39% 0.39% 0.39% 0.39% 0.39%
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Acquired Fund Fees and Expenses(6) ____% ____% ____% ____% ____%
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Total Annual Operating Expenses(7) ____% ____% ____% ____% ____%

Transition 2040 Fund Class A Class Class C Class N Class Y
Shares B Shares Shares Shares
Shares
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Management Fees None None None None None
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Distribution and/or Service 0.25% 1.00% 1.00% 0.50% None
(12b-1) Fees
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Other Expenses(5) 0.39% 0.39% 0.39% 0.39% 0.39%
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Acquired Fund Fees and Expenses(6) ____% ____% ____% ____% ____%
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Total Annual Operating Expenses(7) ____% ____% ____% ____% ____%

Transition 2050 Fund Class A Class Class C Class N Class Y
Shares B Shares Shares Shares
Shares
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Management Fees None None None None None
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Distribution and/or Service 0.25% 1.00% 1.00% 0.50% None
(12b-1) Fees
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Other Expenses(5) 0.39% 0.39% 0.39% 0.39% 0.39%
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Acquired Fund Fees and Expenses(6) ____% ____% ____% ____% ____%
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Total Annual Operating Expenses(7) ____% ____% ____% ____% ____%

EXAMPLES. The following examples are intended to help you compare the cost of investing in
the Funds with the cost of investing in other mutual funds. The examples, which are based
on the estimated Total Annual Operating Expenses, assume that you invest $10,000 in the
indicated class of shares of the applicable 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 share class's operating
expenses remain the same. Your actual costs may be higher or lower because expenses will
vary over time. Based on these expense assumptions your expenses would be as follows:

If you redeemed your shares:
Transition 2030
Transition 2025 Fund 1 Year 3 Years Fund 1 Year 3 Years
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Class A Shares $____ $____ Class A Shares $____ $____
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Class B Shares $____ $____ Class B Shares $____ $____
--------------------------------------- -------------------------------------
--------------------------------------- -------------------------------------
Class C Shares $____ $____ Class C Shares $____ $____
--------------------------------------- -------------------------------------
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Class N Shares $____ $____ Class N Shares $____ $____
--------------------------------------- -------------------------------------
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Class Y Shares $____ $____ Class Y Shares $____ $____

Transition 2050 Fund 1 Year 3 Years
---------------------------------------
---------------------------------------
Class A Shares $____ $____
---------------------------------------
---------------------------------------
Class B Shares $____ $____
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Class C Shares $____ $____
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---------------------------------------
Class N Shares $____ $____
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---------------------------------------
Class Y Shares $____ $____

If you did not redeem your shares:
Transition 2040
Transition 2025 Fund 1 Year 3 Years Fund 1 Year 3 Years
--------------------------------------- -------------------------------------
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Class A Shares $____ $____ Class A Shares $____ $____
--------------------------------------- -------------------------------------
--------------------------------------- -------------------------------------
Class B Shares $____ $____ Class B Shares $____ $____
--------------------------------------- -------------------------------------
--------------------------------------- -------------------------------------
Class C Shares $____ $____ Class C Shares $____ $____
--------------------------------------- -------------------------------------
--------------------------------------- -------------------------------------
Class N Shares $____ $____ Class N Shares $____ $____
--------------------------------------- -------------------------------------
--------------------------------------- -------------------------------------
Class Y Shares $____ $____ Class Y Shares $____ $____

In the first group of examples, expenses include the Class A initial sales charge for Class
A and the applicable Class B, Class C or Class N contingent deferred sales charges. In the
second group of examples, Class A expenses include the initial sales charge, but Class B,
Class C and Class N expenses do not include contingent deferred sales charges. There is no
sales charge on Class Y shares.
1. A contingent deferred sales charge may apply to redemptions of investments of $1 million
or more ($500,000 for certain retirement plan accounts) of Class A shares. See "How to
Buy Shares" for details.
2. Applies to redemptions in the first year after purchase. The contingent deferred sales
charge gradually declines from 5% to 1% in years one through six and is eliminated after
that.
3. Applies to shares redeemed within 12 months of purchase.
4. Applies to shares redeemed within 18 months of a retirement plan's first purchase of
Class N shares of any Oppenheimer fund.
5. "Other Expenses" include transfer agent fees, custodial expenses and accounting and
legal expenses that the Funds pay and are based on estimated amounts for the Funds'
first fiscal year. The transfer agent fee is a per account fee and will therefore vary
on a percentage basis as the number of accounts change. The Funds estimate that this fee
will not exceed 0.25% per class. The transfer agent has also voluntarily undertaken to
limit the transfer agent fees paid to 0.35% of average net assets per fiscal year for
all classes of each Fund. This undertaking may be amended or withdrawn at any time.
6. These estimates of the Underlying Funds' fees and expenses, which will be incurred
indirectly by the Funds, are based on estimates of the total annual expense ratios,
without giving effect to any waivers or reimbursements, of the Underlying Funds in which
the applicable Fund expects to invest during its first fiscal year. Any material change
to a Fund's asset allocation to the Underlying Funds could increase or decrease the
amounts of the estimates and the actual amounts of those expenses may vary from these
estimates.
7. The Manager has voluntarily undertaken to waive fees and/or reimburse the Funds for
certain expenses so that each Fund's "Total Annual Fund and Underlying Fund Operating
Expenses," as a percentage of average daily net assets, will not exceed 1.50% for Class
A, 2.25 % for Class B and Class C, 1.75% for Class N and 1.25% for Class Y shares. The
Manager may modify or terminate that undertaking at any time without notice to
shareholders, but will not recover waived fees in subsequent fiscal periods. Those
expense limitations do not include extraordinary expenses and other expenses not
incurred in the ordinary course of the Fund's business. Notwithstanding the foregoing
limits, the Manager is not required to waive or reimburse Fund expenses in excess of the
indirect management fees earned from investments in the Underlying Funds.

About the Funds' Investments

THE FUNDS' PRINCIPAL INVESTMENT POLICIES AND RISKS. The allocation of the different types
of investments will vary over time and the Funds may not always invest in Underlying Funds
that include all of the different types of investments described in this prospectus. The
Statement of Additional Information contains more detailed information about the Funds'
investment policies and risks.

Investments in the Underlying Funds. Under normal circumstances, the Funds invest in
diversified portfolios made up of varying allocations of investments in the Underlying
Funds. The Underlying Funds in which the Funds may invest include Oppenheimer Capital
Appreciation Fund, Oppenheimer Core Bond Fund, Oppenheimer International Bond Fund,
Oppenheimer International Growth Fund, Oppenheimer International Value Fund, Oppenheimer
Main Street Fund, Oppenheimer MidCap Fund, Oppenheimer Commodity Strategy Total Return
Fund, Oppenheimer Small- & Mid- Cap Value Fund, and Oppenheimer Value Fund. These
Underlying Funds were chosen based on the Manager's determination that they could provide
the diversification needed to implement the allocation strategies of the Funds. The choice
of Underlying Funds, the objectives and policies of the Underlying Funds and the Funds'
allocations to the Underlying Funds may change from time to time without approval by the
Funds' shareholders.

STOCK AND OTHER EQUITY INVESTMENTS. Some of the Underlying Funds may invest primarily in
common stocks or other types of equity securities, including preferred stocks, rights and
warrants, and securities convertible into common stock. The issuers may be small, medium or
large capitalization companies, as defined in the particular Underlying Fund's prospectus.
Not all Underlying Funds define small- and mid-cap issuers in the same way. Some of the
Underlying Funds may buy securities issued by foreign companies and some may emphasize
investments in "growth" securities or "value" securities.

o Common Stock. Common stock represents an ownership interest in the issuer and
fluctuates in price in response to conditions affecting the issuer or changes in
equity markets in general. An Underlying Fund may invest in common stock to seek
capital appreciation, dividend income or both. Common stock is generally subordinate
to the other securities of an issuer.

o Preferred Stock. Preferred stocks are a form of equity security that typically have a
fixed dividend that may cause their prices to behave more like those of debt
securities. Preferred stock dividends may be cumulative (they remain a liability of
the company until they are paid) or non-cumulative. If prevailing interest rates
rise, the fixed dividend on preferred stock may be less attractive, causing the price
of preferred stocks to decline. The right to payment of dividends on preferred stock
is generally subordinate to the rights of a corporation's debt securities.

o Convertible Securities. Some of the Underlying Funds may also buy interest bearing
securities that are convertible into common stock. While many convertible securities
are debt securities, the Underlying Funds consider some of them to be "equity
equivalents" because of their features allowing them to be converted into common
stock. Convertible securities may be subject to the risks of the common stock of the
issuer as well as to credit risk and interest rate risk. The credit rating of an
"equity equivalent" convertible security generally has less impact on the Underlying
Fund's investment decisions than in the case of other debt securities.

Some of the Underlying Funds may buy convertible securities rated below investment
grade by Moody's Investors Service, Inc., Standard & Poor's Rating Service or other
nationally recognized rating organizations (or, if they are unrated, having a
comparable rating assigned by the Manager). Below investment grade securities
(commonly referred to as "junk bonds") are subject to a greater risk of default by
the issuer than investment-grade securities.

Risks of Investing in Common Stock and other Equity Securities. The prices of common stock
and other equity securities fluctuate in response to changing market conditions, and at
times their short-term volatility may be great. An Underlying Fund's emphasis on growth
stocks or stocks issued by foreign issuers or small- or mid-sized companies can also result
in higher volatility. Additionally, stocks of issuers in a particular industry may be
affected by changes in economic conditions that affect that industry more than others, or
by changes in government regulations, availability of basic resources or supplies, or other
events affecting that industry. Other factors can affect a particular company's stocks
price, such as poor earnings reports, loss of a major customer, litigation against the
issuer, or changes in government regulations affecting the issuer or its industry.

Growth Investing. In selecting equity securities for purchase or sale, some of the
Underlying Funds use a "growth" investment style. A growth investment style seeks companies
whose stock price is expected to increase at a greater rate than the overall market. They
may be newer companies or they may be more established companies that are entering a growth
cycle. Growth companies may be developing new products or services or may be expanding into
new markets for their products, or they may be companies in businesses with above-average
growth potential. A growth phase may be marked by increases in earnings, sales, cash flows
or other factors, which suggest that the price of the company's stock may increase in value
over time.

The Underlying Funds' portfolio managers may consider the following in seeking to implement
a growth strategy:
o companies that have strong revenue growth
o companies with above-average earnings growth
o companies that can sustain strong revenue and earnings growth
o stocks with attractive valuations relative to their growth potential

Risks of Growth Investing. The stocks of growth companies may be more volatile than stocks
of other types of companies. If a company's earnings growth fails to increase as expected,
the stock price of a growth company may decline sharply. Investments in newer or smaller
growth companies may offer greater opportunities for capital appreciation, but they involve
substantially greater risks of loss and price fluctuations. Their stocks may be less liquid
than those of older or larger issuers. That means some of the Underlying Funds could have
greater difficulty selling a security of a smaller or newer issuer at an acceptable price,
especially in periods of market volatility. Newer growth companies tend to retain a large
part of their earnings for research, development or investment in capital assets.
Therefore, they may pay lower dividends than other companies or may not pay any dividends
for some time. Also, it may take a substantial period of time before such Underlying Fund
realizes a gain on an investment in a smaller or newer company, if it realizes any gain at
all.

Value Investing. The portfolio managers of certain other Underlying Funds use a value
investing strategy. In value investing, the portfolio managers use fundamental company
analysis to seek stocks that have low prices in relation to what the portfolio managers
believe to be the stock's real worth based on the company's prospects. The portfolio
managers may consider a number of factors in this assessment. Among other considerations,
they may look for stocks that they believe are not fully recognized by, or are temporarily
out of favor with, the market. These Underlying Funds seek to realize appreciation in the
value of their holdings when other investors recognize the intrinsic value of those stocks.

Risks of Value Investing. For Underlying Funds that use a value investing style, there is
the risk that the Underlying Fund may not value a security accurately. Additionally, if the
market does not recognize a selected security as undervalued, the price of the security
might not appreciate in the way an Underlying Fund anticipates.

Foreign Equity Securities. Some of the Underlying Funds may buy securities of companies in
any country, including companies in "emerging" or "developing" market countries. The
foreign securities some of the Underlying Funds may buy include stocks and other equity
securities of companies organized under the laws of a foreign country or companies that
have a substantial portion (more than 50%) of their operations or assets abroad, or derive
a substantial portion of their revenue or profits from businesses, investments or sales
outside the United States. Foreign securities include securities traded primarily on
foreign securities exchanges or in foreign over-the-counter markets. Some of the Underlying
Funds invest in securities of foreign issuers that are represented in the U.S. securities
markets by American Depository Receipts ("ADRs") or similar depository arrangements.

Risks of Foreign Securities. While foreign securities may offer special investment
opportunities, there are also special risks that can reduce an Underlying Fund's share
price and return. The change in value of a foreign currency against the U.S. dollar will
result in a change in the U.S. dollar value of securities denominated in the foreign
currency. Currency rate changes can also affect the distributions an Underlying Fund makes
from income it receives from foreign securities as foreign currency values change against
the U.S. dollar. Foreign investing can result in higher transaction and operating costs for
some of the Underlying Funds that invest in foreign securities. Foreign issuers are not
subject to the same accounting and disclosure requirements that U.S. companies are subject
to.

The value of foreign investments may be affected by exchange control regulations,
expropriation or nationalization of a company's assets, foreign taxes, delays in the
settlement of transactions, changes in governmental, economic or monetary policy in the
United States or abroad, or other political or economic factors. These risks could cause
the prices of foreign stocks to fall and could therefore depress an Underlying Fund's share
prices. Fund shareholders may be unable to deduct or take a credit for foreign taxes paid
by the Underlying Funds on their foreign investments.

Additionally, if an Underlying Fund invests a significant amount of its assets in foreign
securities, it might be exposed to "time-zone arbitrage" attempts by investors seeking to
take advantage of the differences in value of foreign securities that might result from
events that occur between the close of the foreign securities market on which a foreign
security is traded and before the close of the New York Stock Exchange (the "NYSE") that
day, when the Underlying Fund's net asset value is calculated. If such time-zone arbitrage
were successful, it might dilute the interests of other shareholders. However, the use of
"fair value pricing" to adjust the closing market prices of foreign securities under
certain circumstances, to reflect what the Manager and the Boards of Directors or Trustees
of the Underlying Funds believe to be their fair value, and the imposition of redemption
fees by certain Underlying Funds, may help deter those activities.

Foreign securities owned by an Underlying Fund may trade on weekends or other days when the
Funds and the Underlying Funds do not price their shares. As a result, the Fund's net asset
value may change on days when you will not be able to purchase or redeem the Fund's shares.

Special Risks of Emerging and Developing Markets. Securities of issuers in emerging and
developing markets may offer special investment opportunities, but present risks not found
in more mature markets. Emerging market countries may have less developed legal and
accounting systems. The governments of developing countries may be more unstable and
present greater risks of nationalization or restrictions on foreign ownership of stocks of
local companies and investments may be subject to greater risks of government restrictions
on withdrawing dividends paid or the sale proceeds of securities from the country. Emerging
market countries may have less developed securities markets and exchanges and their
economies may be more dependent on relatively few industries that may be highly vulnerable
to local and global changes.

The securities of issuers in emerging markets may be less liquid, or more difficult to sell
at an acceptable price, than securities of issuers in more developed markets. Settlements
of trades may be subject to greater delays so that an Underlying Fund might not receive the
proceeds of a sale of a security on a timely basis. Emerging market investments may be
substantially more volatile than investments in the United States or other developed
countries and may be considered speculative.

Special Risks of Investing in Small- and Mid-Sized Companies. Some of the Underlying Funds
may emphasize investments in small- and/or mid-cap companies, as defined in the Underlying
Fund's prospectus. These companies can include both established and newer companies. While
smaller, newer companies might offer greater opportunities for capital appreciation than
larger, more established companies, they may involve substantially greater risk of loss and
price fluctuation. The Underlying Funds may use different definitions of "small-cap" and
"mid-cap" companies, as stated in each Underlying Fund's prospectus. The Underlying Funds'
prospectuses are available without charge as indicated in the section "Risks of Investing
in the Underlying Funds," above.

Small- and mid-sized companies may have limited product lines or markets for their
products, more limited access to financial resources and less depth in management skill
than larger companies. Their stocks also may be less liquid than those of larger issuers.
That means that an Underlying Fund could have greater difficulty selling those securities,
especially in periods of market volatility, which could increase the potential for loss. It
also may take a substantial period of time for an Underlying Fund to realize a gain on an
investment in the stocks of a small- or mid-sized company, if it realizes any gain at all.

Because the securities of smaller companies may be traded infrequently, to the extent that
an Underlying Fund invests significantly in those securities, investors may seek to trade
shares of the Underlying Funds based on their knowledge or understanding of the value of
those securities (this is sometimes referred to as "price arbitrage"). Certain of the
Underlying Funds, including the Oppenheimer Small- & Mid- Cap Value Fund, impose a 2%
redemption fee under certain circumstances to attempt to deter such price arbitrage. If
such price arbitrage were otherwise successful, it might interfere with the efficient
management of an Underlying Fund's portfolio to a greater degree than would be the case for
a fund that invests in more liquid securities, because the Underlying Fund may have
difficulty selling those securities at advantageous times or prices to satisfy the
liquidity requirements created by large and/or frequent trading activity. Successful price
arbitrage activities might also dilute the value of an Underlying Fund's shares held by
other shareholders, including the Funds.

Risks of Technology Stocks. Certain Underlying Funds may invest in technology stocks. The
types of companies the portfolio managers of those Underlying Funds consider to be
technology companies can be expected to change over time as developments in technology
occur. To the extent an Underlying Fund is invested in stocks of technology companies, the
value of the Underlying Fund's shares is particularly vulnerable to risks, including market
and economic events, that affect technology companies and/or companies having investments
in technology. The technology sector has historically exhibited great price volatility, or
fluctuations in stock valuations. The stock prices of technology companies during the past
few years have been highly volatile, largely due to the rapid pace of product change and
development within this sector. In addition, technologies that are dependent on consumer
demand may be more sensitive to changes in consumer spending patterns. Technology companies
focusing on the information and telecommunications sectors may also be subject to
international, federal and state regulations and may be adversely affected by changes in
those regulations. The portfolio managers of the Underlying Funds take these factors into
account when evaluating the long-term merits of a technology investment.

Investing in Special Situations. Periodically, some of the Underlying Funds might use
aggressive investment techniques to seek to benefit from what the portfolio manager
perceives to be a "special situation," such as a merger, reorganization, restructuring or
other unusual event that is expected to affect a particular issuer. However, there is a
risk that the anticipated change or event might not occur, which could have a negative
impact on the price of the issuer's securities. In that case, an Underlying Fund's
investment might not produce the expected gains or might incur a loss.

Cyclical Opportunities. Some of the Underlying Funds may also seek to take advantage of
changes in the business cycle by investing in companies that are sensitive to those
changes. Some of the Underlying Funds might sometimes seek to take tactical advantage of
short-term market movements or in anticipation of events that would affect particular
issuers or industries. There is a risk that if the event does not occur as expected, the
value of the Underlying Fund's investments could fall.

INVESTMENTS IN FIXED-INCOME SECURITIES. Certain of the Underlying Funds emphasize
investments in debt securities, such as government securities and corporate bonds and
debentures. The Underlying Funds might also buy short-term debt securities for liquidity
purposes pending the purchase of new investments or to have cash to pay for redemptions of
the Underlying Fund's shares. To seek higher income, some Underlying Funds can invest
without limit in debt securities, commonly known as "junk bonds," that are rated below
investment grade. That means that they are rated lower than "Baa" by Moody's Investors
Service or "BBB" by Standard & Poor's Rating Service or have comparable ratings by other
nationally-recognized rating organizations or are unrated securities that the Manager
considers to be of equivalent quality.

Interest Rate Risk. The values of debt securities are subject to change when prevailing
interest rates change. When interest rates fall, the values of outstanding debt securities
generally rise. When interest rates rise, the values of outstanding debt securities
generally fall, and those securities may sell at a discount from their face amount. An
Underlying Fund's share prices may go up or down when interest rates change because of the
effect of those changes on the value of the Underlying Fund's investments in debt
securities.

These fluctuations will often be greater for longer-term debt securities than for
shorter-term debt securities. When the average maturity of the Underlying Fund's portfolio
is longer, its shares prices may fluctuate more when interest rates change. An Underlying
Fund may also buy zero-coupon or "stripped" securities, which may be particularly sensitive
to interest rate changes. Interest rate changes may have different effects on the values of
mortgage-related securities because of prepayment and extension risks.

o Prepayment Risk. Mortgage-related securities are subject to the risk of unanticipated
prepayment. That is the risk that when interest rates fall, borrowers will prepay the
mortgages that underlie these securities more quickly than expected, causing the
issuer of the security to repay the principal to the Underlying Fund prior to the
security's expected maturity. The Underlying Fund may need to reinvest the proceeds
at a lower interest rate, reducing its income. Mortgage-related securities subject to
prepayment risk generally offer less potential for gains when prevailing interest
rates fall. If an Underlying Fund buys mortgage-related securities at a premium,
accelerated prepayments on those securities could cause the Underlying Fund to lose a
portion of its principal investment represented by the premium. Interest-only and
principal-only mortgage-backed securities, which certain Underlying Funds may buy,
are especially sensitive to interest rate changes, which can affect not only their
prices but can also change the income flows and prepayment assumptions about those
investments.

o Extension Risk. If interest rates rise rapidly, repayments of mortgages may occur at
a slower rate than expected and the expected maturity of mortgage-related securities
could lengthen as a result. Mortgage-related securities generally have a greater
potential for loss when prevailing interest rates rise. That could cause the value of
an Underlying Fund's shares to fall.

o Credit Risk. Debt securities are also subject to credit risk. Credit risk is the risk
that the issuer of a security might not make interest and principal payments on the
security as they become due. Securities directly issued by the U.S. Treasury and
certain agencies that are backed by the full faith and credit of the U.S. government
have little credit risk, and securities issued by other agencies of the U.S.
government generally have low credit risks. Securities issued by private issuers
generally have greater credit risks than government issued securities.

If an issuer fails to pay interest, an Underlying Fund's income might be reduced, and
if an issuer fails to repay principal, the values of that security and of the
Underlying Fund's shares might fall. High-yield, lower-grade debt securities are
especially subject to risks of default. A downgrade in an issuer's credit rating or
other adverse news about an issuer can reduce the market value of that issuer's
securities. Securities issued by U.S. government agencies or instrumentalities carry
an implied credit support from the U.S. government. These government agencies and
instrumentalities are currently subject to a degree of focus by the U.S. Treasury,
the U.S. Congress and the regulatory agencies which oversee those government agencies
and instrumentalities. It is possible that the implied credit support of the U.S.
government could be modified or withdrawn. However, at this time the likelihood of
that event cannot be predicted at this time. In the event that the credit support is
modified or withdrawn, those securities may be subject to a credit downgrade and the
value of those securities may decline.

o Special Risks of Lower-Grade Securities. The Underlying Funds that may invest in
below investment grade securities ("junk bonds") may have greater credit risks than
funds that buy only investment-grade bonds. Lower-grade debt securities may be
subject to greater price fluctuations and risks of loss of income and principal than
investment-grade debt securities. Securities that are below investment grade are
exposed to a greater risk that the issuer might not meet its debt obligations or
might default. There may be less of a market for lower grade securities, making it
harder to value them or sell them at an acceptable price and possibly exposing an
Underlying Fund to "price arbitrage" attempts as described above. Additionally, these
securities may be subject to a greater risk of default. These risks may reduce an
Underlying Fund's share price and the income it earns.

Foreign Debt Securities. Some of the Underlying Funds may invest in a variety of debt
securities issued by foreign governments and companies, as well as "supra-national"
entities, such as the World Bank. They can include bonds, debentures, and notes, including
derivative investments called "structured" notes, described below. The Underlying Funds'
foreign debt investments may be denominated in U.S. dollars or in foreign currencies and
can include "Brady Bonds." Those are U.S.-dollar denominated debt securities collateralized
by zero-coupon U.S. Treasury securities. They are typically issued by emerging market
countries and are considered speculative securities with higher risks of default.

U.S. Government Securities. Not all of the U.S. government securities that certain
Underlying Funds buy are backed by the full faith and credit of the U.S. government as to
the payment of interest and repayment of principal. Some are backed by the right of the
entity to borrow from the U.S. Treasury. Others are backed only by the credit of the
issuing governmental entity. All of these different types of securities, described below,
are generally referred to as "U.S. government securities" in this prospectus.

o U.S. Treasury Obligations. These include Treasury bills (which have maturities of one
year or less when issued), Treasury notes (which have maturities of more than one
year and up to ten years when issued), and Treasury bonds (which have maturities of
more than ten years when issued). All Treasury securities are backed by the full
faith and credit of the United States as to the timely payment of interest and
repayment of principal. Certain Underlying Funds can buy U.S. Treasury securities
that have been "stripped" of their coupons, zero-coupon U.S. Treasury securities as
described below, and Treasury Inflation Protection Securities.

o Obligations Issued or Guaranteed by U.S. Government Agencies or Instrumentalities.
Certain Underlying Funds can invest in both direct obligations and mortgage-related
securities that have different levels of credit support from the U.S. government.
Some of these securities are supported by the full faith and credit of the U.S.
government, such as Government National Mortgage Association ("Ginnie Mae")
pass-through mortgage certificates. Some are supported by the right of the issuer to
borrow from the U.S. Treasury under certain circumstances, such as Federal National
Mortgage Association ("Fannie Mae"), Federal Home Loan Mortgage Corporation ("Freddie
Mac") and Federal Home Loan Bank obligations. Others are supported only by the credit
of the entity that issued them.

o Mortgage-Related U.S. Government Securities. Certain Underlying Funds invest a
significant amount of their assets in mortgage-related U.S. government securities.
These include interests in pools of residential or commercial mortgages, in the form
of collateralized mortgage-backed obligations ("CMOs") and other "pass-through"
mortgage securities. CMOs have collateral to secure payment of interest and
principal. They may be issued in different series with different interests rates and
maturities. The collateral of U.S. government CMOs is either in the form of mortgage
pass-through certificates issued or guaranteed by a U.S. agency or instrumentality or
mortgage loans insured by a U.S. government agency.

The prices and yields of CMOs are determined, in part, by assumptions about the cash
flows from the payments on the underlying mortgages. Changes in interest rates may
cause the rate of expected prepayments of those mortgages to change. Prepayment risk
and extension risk, described above, can make the prices of CMOs and other
mortgage-related securities very volatile when interest rates change. That volatility
may affect an Underlying Fund's share price.

o Forward Rolls. Certain Underlying Funds can enter into "forward roll" transactions
with respect to mortgage-related securities. In this type of transaction, the
Underlying Fund sells a mortgage-related security to a buyer for a specific
settlement date and simultaneously agrees to repurchase a similar security on a
future settlement date at a set price.

During the period between the sale settlement date and the repurchase settlement date
the Underlying Funds will not be entitled to receive interest and principal payments
on the securities that have been sold. It is possible that the market value of the
securities that an Underlying Fund has agreed to repurchase may decline below the
price that the Underlying Fund is obligated to pay for the securities, or that the
counterparty might default in its obligation. At any given time, a substantial
portion of certain Underlying Fund's assets may be subject to these risks.

Private-Issuer Securities. Certain Underlying Funds may invest primarily in debt securities
issued by private issuers that do not offer any credit backing of the U.S. government.
These may include multi-class debt or pass-through certificates secured by mortgage loans.
They may be issued by banks, savings and loans, mortgage bankers or special trusts. Certain
Underlying Funds can buy other types of asset-backed securities collateralized by loans,
other assets or receivables. Private issuer securities are subject to the credit risks of
the issuer. There is the risk that the issuer may not make timely payment of interest or
repay principal when due, although in some cases those payment obligations may be supported
by insurance or guarantees. Certain Underlying Funds limit their investments in private
issuer securities to "investment-grade" securities, which are rated within the four highest
rating categories by Moody's Investors Service, Inc. or Standard & Poor's Rating Service
and to unrated securities that the Manager deems comparable to rated securities in those
categories. The Underlying Funds are not automatically required to dispose of a security if
its rating falls after the Underlying Fund buys it. However, the Manager will evaluate
those securities to determine whether to keep them in the Underlying Fund's portfolio.

Participation Interest in Loans. These securities represent an undivided fractional
interest in a loan obligation of a borrower. They are typically purchased from banks or
dealers that have made the loan or are members of the loan syndicate. The loans may be to
foreign or U.S. companies. They are subject to the risk of default by the borrower. If the
borrower fails to pay interest or repay principal, an Underlying Fund may lose money on its
investment. No Underlying Fund will invest more than 5% of its net assets in participation
interests of any one borrower.

Asset-Backed Securities. Certain Underlying Funds can buy asset-backed securities, which
are fractional interests in pools of loans and are collateralized by the loans, other
assets or receivables. They are typically issued by trusts and special purpose corporations
that pass the income from the underlying pool to the purchasers. These securities are
subject to the risk of default by the issuer as well as by the borrowers of the underlying
loans in the pool, and to interest rate and prepayment risks.

"Structured" Notes. Some of the Underlying Funds may buy "structured" notes, which are
specially-designed to replicate the value of an index (such as a currency or securities
index) or a commodity. The terms of the instrument may be negotiated, or "structured," by
the purchaser and the borrower issuing the note.

The values of these notes will fall or rise in response to the changes in the value of the
underlying security or index. The value of these notes may be affected by events pertaining
to the credit of the borrower, referred to as "counter-party" risks. The values of these
notes are also subject to interest rate risks and therefore some of the Underlying Funds
could receive more or less than they originally invested when a note matures, or they might
receive less interest than the stated coupon payment if the underlying investment or index
does not perform as anticipated. The prices of these notes may be very volatile and they
may have a limited trading market, making it difficult for an Underlying Fund to value them
or sell them at an acceptable price.

Zero-Coupon and "Stripped" Securities. Some of the debt securities that certain of the
Underlying Funds may buy are zero-coupon bonds that pay no interest and are issued at a
substantial discount from their face value. They may be issued by the U.S. government or
private issuers. "Stripped" securities are the separate income or principal components of a
debt security. Some mortgage related securities may be stripped, with each component having
a different proportion of principal or interest payments. One class might receive all the
interest and the other all the principal payments. The securities that are entitled to only
the principal payments may be sold at a substantial discount from the market value of the
initial mortgage related security.

Zero-coupon and stripped securities are particularly sensitive to changes in interest rates
and may be subject to greater price fluctuations as a result of interest rate changes than
interest-bearing securities. Some of the Underlying Funds may have to pay out the imputed
income on zero-coupon securities without receiving the actual cash currently. The value of
interest-only and principal-only securities mortgage related securities are also very
sensitive to changes in prepayments of the underlying mortgages. The market for zero-coupon
and stripped securities may be limited, making it difficult for the Fund to sell its
holdings at an acceptable price.

Risks of Non-Diversification. One of the Underlying Funds, Oppenheimer International Bond
Fund is "non-diversified" under the Investment Company Act. Accordingly, these funds can
invest a greater portion of their assets in the securities of a single issuer than
"diversified" funds. To the extent that these funds invest a relatively high percentage of
their assets in the securities of a single issuer or a limited number of issuers, these
funds are subject to additional risk of loss if those securities lose market value.

Money Market Instruments. To seek current income while preserving liquidity, the Funds and
some of the Underlying Funds can also invest in "money market instruments," which are
short-term, high-quality, dollar-denominated money market instruments issued by the
U.S. government, domestic and foreign corporations and financial institutions, and other
entities. These include U.S. government securities, high-quality corporate debt securities
having a remaining maturity of one year or less, bankers' acceptances, commercial paper,
certificates of deposit, repurchase agreements, and other short-term corporate debt
obligations. While money market instruments generally have lower risks than other fixed
income securities, they may also offer lower returns.

Investments in Institutional Money Market Fund. The Funds and the Underlying Funds also
can also invest their free cash balances in the Class E shares of Oppenheimer Institutional
Money Market Fund, to provide liquidity or for defensive purposes. A Fund or an Underlying
Fund may invest in Oppenheimer Institutional Money Market Fund rather than purchasing
individual short-term investments to try to seek a higher yield than it could obtain on its
own. Oppenheimer Institutional Money Market Fund is a registered open-end management
investment company, regulated as a money market fund under the Investment Company Act of
1940, and is part of the Oppenheimer Family of Funds. It invests in a variety of money
market instruments issued by the U.S. Government, domestic and foreign corporations, other
financial institutions, and other entities. Those investments may have a higher rate of
return than the investments that would be available to the Funds and the Underlying Funds
directly. At the time of an investment, the Manager cannot predict what the yield of the
Oppenheimer Institutional Money Market Fund will be because of the wide variety of
instruments that fund holds in its portfolio. The return on those investments may, in some
cases, be lower than the return on that would be been derived from other types of
investments that would provide liquidity. As shareholders, the Funds and the Underlying
Funds will be subject to their proportional share of the expenses of Oppenheimer
Institutional Money Market Fund's Class E shares, including its advisory fee. However, the
Manager will waive a portion of the Funds' and the Underlying Funds' advisory fee to the
extent of the their share of the Oppenheimer Institutional Money Market Fund's advisory fee.

DERIVATIVE INVESTMENTS. Each of the Underlying Funds may use derivatives to seek increased
returns or to try to hedge investment and interest rate risks. Oppenheimer International
Growth Fund can invest up to 25% of its net assets in derivatives. The other Underlying
Funds have no stated limit on derivative investments, but will comply with all applicable
laws and regulations. There is no target range for indirect investment in derivatives at
the Fund level.

In general terms, a derivative investment is one whose value depends on (or is derived
from) the value of an underlying asset, interest rate, index, commodity or currency.
Options, futures, interest rate swaps, structured notes, mortgage-related securities and
forward contracts are examples of derivatives that some of the Underlying Funds could use.

If the issuer of the derivative does not pay the amount due, an Underlying Fund may lose
money on the 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, an Underlying Fund's share price could fall and it
may realize less income than expected. Some derivatives may be illiquid, making it
difficult to value them or sell them at an acceptable price. Using derivatives can increase
the volatility of an Underlying Fund's share price.

Futures and Options. Certain Underlying Funds use futures contracts and put and call
options to attempt to increase investment return, and to manage exposure to changing
interest rates, commodity prices, securities prices, and other economic variables. Futures
and options may be considered derivative investments.

Certain Underlying Funds can purchase and sell commodity futures contracts, forward
contracts, options on futures contracts and options and futures on commodity indices.
Certain Underlying Funds can also buy and sell other types of futures contracts and options
relating to them.

Buying and Selling Put and Call Options. A call option gives the buyer the right, but not
the obligation, to purchase an underlying asset at a specified price. A put option gives
the buyer the right, but not the obligation, to sell an underlying asset at a specified
price. Selling a put or a call option obligates the seller to respectively buy or sell an
underlying asset at a specified price if the option is exercised. Certain Underlying Funds
may buy and sell exchange-traded and over-the-counter options.

Certain Underlying Funds may sell ("write") calls if they are "covered." That means the
Underlying Fund already owns the securities that are subject to the call. For other calls,
an Underlying Fund must segregate liquid assets to cover its potential obligation under the
call. For certain Underlying Funds, there is no limit on the amount of its total assets
that may be subject to "covered" calls. Certain Underlying Funds may also sell puts. In
doing so, an Underlying Fund must segregate liquid assets to cover its obligations under
the put. No more than 50% of any Underlying Fund's total assets may be subject to puts that
it sells.

Futures Contracts. A commodity futures contract obligates the seller to deliver at a
specified date a specified quantity of a commodity at a specified price. In practice, only
a very small percentage of all futures contracts result in actual delivery of the
underlying commodity. At the maturity of a futures contract, an Underlying Fund may either
accept or make delivery of the asset specified in the contract, or at or prior to maturity
enter into a closing transaction involving the purchase or sale of an offsetting contract.
Closing transactions with respect to futures contracts are effected on a commodities
exchange; a clearing corporation associated with the exchange assumes responsibility for
closing out such contracts.

Forward Contracts. Certain Underlying Funds may invest in forward contracts to buy or sell
foreign currency for future delivery at a fixed price. An Underlying Fund may use them to
try to "lock in" the U.S. dollar price of a security denominated in a foreign currency that
the Underlying Fund has purchased or sold, or to protect against possible losses from
changes in the relative value of the U.S. dollar and a foreign currency. Certain Underlying
Funds may also use "cross hedging," a technique that seeks to hedge against changes in
currencies other than the currency in which a security is denominated. The use of forward
contracts may reduce the gain on an investment that would otherwise result from a change in
the relationship between the U.S. dollar and the foreign currency in which the investment
is denominated or may not fully offset a loss resulting from the change in the relative
value.

Swap Transactions. Swap transactions are privately negotiated agreements between an
Underlying Fund and a counterparty to exchange or swap investment cash flows or assets at
specified intervals in the future. The obligations may extend beyond one year.

There is no central exchange or market for swap transactions and therefore they are less
liquid investments than exchange-traded instruments. If an Underlying Fund were to sell a
swap it owned to a third party, the Underlying Fund would still remain primarily liable on
the obligations underlying the swap contract. Additionally, the Underlying Fund would bear
the risk that the counterparty might default under a swap agreement.

Certain Underlying Funds may enter into credit default swaps, both (i) directly and (ii)
indirectly in the form of a swap embedded within a structured security to protect against
the risk that a debt security will default. An Underlying Fund pays a fee to enter into the
trade and receives a fixed payment during the life of the swap. If there is a credit event
(for example, the security fails to timely pay interest or principal), the Underlying Fund
either delivers the defaulted bond (if the Underlying Fund has taken the short position in
the credit default swap, also known as "buying credit protection") or pays the par amount
of the defaulted bond (if the Underlying Fund had taken the long position in the credit
default swap, also know as "selling credit protection"). Risks of credit default swaps
include the cost of paying for credit protection if there are no credit events, and adverse
pricing when purchasing bonds to satisfy its delivery obligation where the Underlying Fund
took a short position in the swap and there has been a credit event.

Certain Underlying Funds can engage in total return swaps. A total return swap gives an
Underlying Fund the right to receive the appreciation in value of an asset in return for
paying a fee to the counterparty. The fee paid by the Underlying Fund will typically be
determined by multiplying the face value of the swap agreement by an agreed-upon interest
rate. If the asset declines in value over the term of the swap, the Underlying Fund would
also be required to pay the dollar value of the that decline to the counterparty.

The applicable Underlying Funds intend to invest in swap transactions only if they are
excluded from regulation by the Commodity Futures Trading Commission under the Commodity
Exchange Act and the rules thereunder.

Commodity-Linked "Structured" Hybrid Securities. One of the Underlying Funds, Oppenheimer
Commodity Strategy Total Return Fund, invests in commodity-linked "structured" securities
to gain exposure to commodities markets. Structured securities are hybrid instruments
typically issued by banks, brokerage firms, insurance companies and other corporations.
They are considered "hybrid" instruments because they have both commodity-like and
security-like characteristics. In general, hybrid instruments have characteristics of debt
securities and either commodity futures contracts or commodity options contracts, or a
combination of both. Structured hybrid instruments are derivatives because at least part of
their value is derived from the value of the underlying commodity, commodity index or other
economic variable. The value of a hybrid instrument typically is based on the price
movements of a physical commodity (such as heating oil, livestock, or agricultural
products), a commodity futures contract, a commodity index, or some other readily
measurable variable that reflects changes in the value of particular commodities or the
commodities markets. The securities are referred to as "structured" securities because the
purchaser can negotiate with the issuer to obtain specific terms and features that are
tailored to the purchaser's investment needs.

Because the performance of structured hybrid instruments is linked to the performance of an
underlying commodity, commodity index or other economic variable, those investments are
subject to "market risks" with respect to the movements of the commodity markets and may be
subject to certain other risks that do not affect traditional equity and debt securities.
If the interest payment on a hybrid instrument is linked to the value of a particular
commodity, commodity index or other economic variable and the underlying investment loses
value, the purchaser might not receive the anticipated interest on its investment. If the
amount of principal to be repaid on a structured hybrid instrument is linked to the value
of a particular commodity, commodity index or other economic variable, the purchaser might
not receive all of the principal at maturity of the investment.

The value of the structured hybrid instruments the Oppenheimer Commodity Strategy Total
Return Fund buys may fluctuate significantly because the values of the underlying
investments to which they are linked are themselves extremely volatile. The risk of loss
associated with a particular instrument may be significantly higher than 50% of the value
of the investment at any time. Additionally, the particular terms of a structured hybrid
instrument may create economic leverage by requiring payments that are a multiple of the
price increase or decrease of the underlying commodity, commodity index, or other economic
variable. Economic leverage may increase the volatility of the structured hybrid
instruments because they would increase or decrease in value more quickly than the
underlying commodity, commodity index or other economic variable. A liquid secondary market
may not exist for the structured hybrid instruments the Oppenheimer Commodity Strategy
Total Return Fund buys, which may make it difficult to sell such instruments at an
acceptable price or to accurately value them.

Risks Of Leverage. Certain derivatives that some Underlying Funds may buy involve a degree
of leverage. Economic leverage occurs when an investor has the right to a return on an
investment that exceeds the return that the investor would be expected to receive based on
the amount contributed to the investment. Economically leveraged investments can increase
the gain or the loss associated with changes in the value of an underlying economic
variable. Underlying Funds have limits on the leverage ratio of each investment they can
buy as well as on their overall portfolio.

Repurchase Agreements. Certain Underlying Funds can enter into repurchase agreements for
investment purposes. They also may be used for cash management purposes or in swap
transactions for liquidity. In a repurchase transaction, an Underlying Fund buys a security
and simultaneously sells it to the seller for delivery at a future date. Repurchase
agreements must be fully collateralized. However, if the seller fails to pay the resale
price on the delivery date, the Underlying Fund may incur costs in disposing of the
collateral and may experience losses if there is any delay in its ability to do so. If the
default on the part of the seller is due to its bankruptcy, the Underlying Fund's ability
to liquidate the collateral may be delayed or limited.

Investments By "Funds of Funds." Class Y shares of certain Underlying Funds may also be
offered as an investment to other Oppenheimer funds that act as "funds of funds." The
Boards of Directors or Trustees of those Underlying Funds have approved making each
Underlying Fund's shares available as an investment to the Funds and to such other funds of
funds, which may invest significant portions of their assets in shares of the Underlying
Funds, as described in their respective prospectuses. The Funds and other funds of funds,
individually and/or collectively, may own significant amounts of those Underlying Fund's
shares from time to time. Funds of funds typically use asset allocation strategies under
which they may increase or reduce the amount of their investment in the Underlying Fund
frequently, which may occur on a daily basis under volatile market conditions. Depending on
a number of factors, such as the flows of cash into and from an Underlying Fund as a result
of the activity of other investors and the Underlying Fund's then-current liquidity, those
purchases and redemptions of an Underlying Fund's shares by the Funds and/or such other
funds of funds could require the Underlying Fund to purchase or sell portfolio securities,
increasing its transaction costs and possibly reduce its performance, if the size of those
purchases and redemptions were significant relative to the size of the Underlying Fund.

Industry And Sector Focus. At times, some of the Underlying Funds may increase the relative
emphasis of their investments in a particular industry, group of industries or sector.
Stocks of issuers in a particular industry or sector might be affected by changes in
economic conditions or by changes in government regulations, availability of basic
resources or supplies, or other events that affect that industry or sector more than
others. If an Underlying Fund has a greater emphasis on investments in a particular
industry or sector, its share value may fluctuate in response to events affecting that
industry or sector to a greater extent than the share value of funds without such an
emphasis.

OTHER INVESTMENT STRATEGIES. To seek their objectives, the Underlying Funds may also use
certain of the investment techniques and strategies described below. The Manager of an
Underlying Fund might not always use all of the strategies described below. These
investments and techniques have their own risks, although some are designed to help reduce
overall investment or market risks.

Illiquid and Restricted Securities. Investments of an Underlying Fund may be illiquid if
they do not have an active trading market, making it difficult to value them or sell them
promptly at an acceptable price. Restricted securities may have terms that limit their
resale to other investors or may require registration under applicable securities laws
before they may be sold publicly. Of the Underlying Funds that can invest in illiquid or
restricted securities, none of them will invest more than 15% of net assets in such
securities. Certain restricted securities that are eligible for resale to qualified
institutional purchasers may not be subject to that limit. The Manager monitors Underlying
Funds' holdings of illiquid securities on an ongoing basis to determine whether to sell any
holdings to maintain adequate liquidity.

Loans of Portfolio Securities. Some of the Underlying Funds have entered into a Securities
Lending Agreement with JPMorgan Chase. Under that agreement, securities in the portfolio of
an Underlying Fund may be loaned to brokers, dealers and other financial institutions. The
Securities Lending Agreement provides that loans must be adequately collateralized and may
be made only in conformity with the Underlying Fund's Securities Lending Guidelines,
adopted by its Board of Directors or Trustees. The value of the securities loaned may not
exceed 25% of the value of the Underlying Fund's net assets.

Purchases & Sales by Other Funds. An Underlying Fund may have investment policies similar
to those of another Underlying Fund and/or other funds advised by the Manager. If one of
those other funds purchases or sells a particular security at the same time that the
Underlying Fund is purchasing or selling it, such purchases or sales could affect the
supply or price of the security. The simultaneous purchase of a security by one Underlying
Fund and its sale by another Underlying Fund could also increase the trading costs borne
indirectly by the Funds.

Additional information about each Underlying Fund is contained in its prospectus and
Statement of Additional Information. To obtain a prospectus or Statement of Additional
Information of any of the Underlying Funds, simply call the toll-free number on the back
cover of this prospectus. Those documents and other information about the Underlying Funds
may also be viewed or downloaded on the Manager's website at www.oppenheimerfunds.com.

Measurement of Investment Restrictions. Investment restrictions, such as a required
minimum or maximum investment in a particular type of security, are measured at the time
each Fund purchases a security. The status, market value, maturity, credit quality, or
other characteristics of each Fund's or Underlying Fund's securities may change after they
are purchased, and this may cause the amount of each Fund's or Underlying Fund's assets
invested in such securities to exceed the stated maximum restriction or fall below the
stated minimum restriction. If this occurs, it would not be considered a violation of the
investment restriction.

Temporary Defensive and Interim Investments. For temporary defensive purposes, in times of
adverse or unstable market, economic or political conditions, the Funds and certain of the
Underlying Funds may invest up to 100% of their assets in investments that may be
inconsistent with the Funds' or the Underlying Funds' principal investment strategies.
Generally the Funds or the Underlying Funds would invest in shares of Oppenheimer
Institutional Money Market Fund or in types of money market instruments described above or
in short-term U.S. government securities. The Funds or an Underlying Fund might also hold
these types of securities as interim investments pending the investment of proceeds from
the sales of Fund shares of the sale of Fund portfolio securities or to meet anticipated
redemption of Fund shares. To the extent that a Fund or an Underlying Fund invests
defensively in these securities it might not achieve its investment objective.

Portfolio Turnover. A change in the securities held by a Fund is known as "portfolio
turnover." It is not anticipated that any of the Funds will have a portfolio turnover rate
of over 100%. An Underlying Fund may engage in active and frequent trading to try to
achieve its objectives, however, and may have a high portfolio turnover (for example, over
100%). If a Fund or an Underlying Fund realizes capital gains when it sells investments, it
must generally pay those gains out to shareholders, increasing their taxable distributions.
Increased portfolio turnover creates higher brokerage and transaction costs (and may reduce
performance). However, most of the Funds' portfolio transactions involve trades in the
Underlying Funds that do not entail brokerage commissions.

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

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

How the Funds are Managed

THE MANAGER. The Manager chooses each Fund's investments and handles its day-to-day
business. The Manager carries out its duties, subject to the policies established by each
Fund's Board of Trustees, under an investment advisory agreement that states the Manager's
responsibilities with respect to that Fund. The advisory agreements also describes the
expenses that each Fund is responsible for paying to conduct its business.

The Manager has been an investment adviser since January 1960. The Manager and its
subsidiaries and controlled affiliates managed more than $260 billion in assets as of
September 30, 2007, including other Oppenheimer funds with more than 6 million shareholder
accounts. The Manager is located at Two World Financial Center, 225 Liberty Street, 11th
Floor, New York, New York 10281-1008.

Advisory Fees. Under the investment advisory agreement, the Manager will not charge a
management fee to the Funds, however the Manager will collect indirect management fees
through the investments in the Underlying Funds. The estimated indirect management fees of
the Funds, as a percent of their average daily net assets is as follows:

Class A Class B Class C Class N Class Y
----------------------------------------------------------------------
----------------------------------------------------------------------
Transition 2025 Fund ____% ____% ____% ____% ____%
----------------------------------------------------------------------
----------------------------------------------------------------------
Transition 2040 Fund ____% ____% ____% ____% ____%
----------------------------------------------------------------------
----------------------------------------------------------------------
Transition 2050 Fund ____% ____% ____% ____% ____%
----------------------------------------------------------------------

The Manager has voluntarily agreed to a total expense limitation on the aggregate
amount of combined direct (Fund level) and indirect (Underlying Fund level) expenses, as
follows:

The limitations will be applied after giving effect to reimbursements by the Distributor of
12b-1 fees paid by a Fund with respect to Class A shares of any Underlying Fund that does
not offer Class Y shares. The expense limitations do not include extraordinary expenses
and other expenses not incurred in the ordinary course of the Fund's business and the
Manager is not required to waive or reimburse Fund expenses in excess of the indirect
management fes earned from investments in the Underlying Funds.

A discussion regarding the basis for the Board of Trustees' approval of each Fund's
investment advisory contract will be available in the Fund's Annual Report to the
shareholders for the period ending February 28, 2008.

Portfolio Managers. The Funds are managed by a team of investment professionals
including Rudi W. Schadt, Jerry A. Webman, Kurt Wolfgruber, Christopher Leavy and Alex
Kurinets who are primarily responsible for the day-to-day management of the Funds'
investments.

Mr. Schadt has been a Vice President of the Funds and a member of the portfolio
management team since the Funds' inception in 2008. Mr. Schadt has been a Vice President
and Director of Research in Product Design and Risk Management of the Manager since August
2004. Prior to joining the Manager in February 2002, he was a Director and Senior
Quantitative Analyst from 2000 through 2001 at UBS Asset Management, prior to which has was
an Associate Director of Research, Senior Researcher and Portfolio Manager from June 1997
at State Street Global Advisors. Mr. Schadt is a portfolio manager and officer of other
portfolios in the OppenheimerFunds complex.

Dr. Webman has been a Vice Presidnet of the Funds and a member of the portfolio
mangagement team since the Funds' inception in 2008. Dr. Webman has been Chief Economist of
the Manager since May 2006, a Senior Vice President of the Manager since February 1996,
Senior Investment Officer and Director of the Manager's Fixed Income Investments since
1997, and a Senior Vice President of HarbourView Asset Management Corporation since May
1999. Dr. Webman is a portfolio manager and officer of other portfolios in the
OppenheimerFunds complex.

Mr. Wolfgruber has been a Vice President of the Funds and a member of the portfolio
management team since the Funds' inception in 2008. Mr. Wolfgruber has been an Executive
Vice President of the Manager since March 2003 and Chief Investment Officer and Director of
the Manager since July 2003. He has been a Managing Director of Oppenheimer Acquisition
Corp. since December 2005. Mr. Wolfgruber has been Director of HarbourView Asset Management
Corporation and of OFI Institutional Asset Management, Inc. since June 2003 and of Tremont
Capital Management, Inc. since October 2001. He is also a portfolio manager and officer of
other portfolios in the OppenheimerFunds complex.

Mr. Leavy has been a Vice President of the Funds and a member of the Funds' portfolio
management team since the Funds' inception in 2008. Mr. Leavy has been Director of Equities
since January 2007 and Senior Vice President of the Manager since September 2000, prior to
which he was a Portfolio Manager at Morgan Stanley Dean Witter Investment Management
(1997-September 2000). He is also a portfolio manager and officer of other portfolios in
the OppenheimerFunds complex.

Mr. Kurinets has been a member of the Funds' portfolio management team sinc the
Funds' inception in 2008. Mr. Kurinets has been an Internal Research Analyst for the
Manager's Equity Risk Management Team since 2002. Prior to joining the Manager Mr. Kurinets
was an Equity Tranding Analyst at Schonfeld Securities from 2000 to 2002.

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

Information about the portfolio managers of the Underlying Funds is available in the
Portfolio Manager section of the respective prospectus and Statement of Additional
Information of each Underlying Fund.

ABOUT YOUR ACCOUNT

How to Buy Shares

You can buy shares several ways, as described below. The Funds' 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 a Fund's shares.

Buying Shares Through Your Dealer. You can buy shares through any dealer, broker or
financial institution that has a sales agreement with the Distributor. Your dealer will
place your order with the Distributor on your behalf. A broker or dealer may charge a
processing fee for that service. Your account information will be shared with the dealer
you designate as the dealer of record for the account.

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

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

WHAT IS THE MINIMUM AMOUNT YOU MUST INVEST? In most cases, you can buy shares of the Funds
with a minimum initial investment of $1,000 and make additional investments at any time
with as little as $50. There are reduced initial minimums available in certain
circumstances, including under the following special investment plans:

o If you establish one of the many types of retirement plan accounts that
OppenheimerFunds offers, more fully described below under "Special Investor
Services," you can start with as little as $500.
o By using an Asset Builder Plan or Automatic Exchange Plan (details are in the
Statement of Additional Information), or government allotment plan, you can make an
initial investment for as little as $500. The minimum subsequent investment is $50,
except that for any account established under one of these plans prior to November 1,
2002, the minimum additional investment will remain $25.
o A minimum initial investment of $250 applies to certain fee based programs that have
an agreement with the Distributor. The minimum subsequent investment for those
programs is $50.
o The minimum investment requirement does not apply to reinvesting dividends from the
Fund or other Oppenheimer funds (a list of them appears in the Satement 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. Your
financial advisor can provide you with more information regarding the time you must submit
your purchase order and whether the adviser is an authorized agent for the receipt of
purchase orders.

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

For each Underlying Fund, the net asset value per share for a class of shares on a "regular
business day" is determined by dividing the value of the Underlying Fund's net assets
attributable to that class by the number of shares of that class outstanding on that day.
To determine net asset values, the Underlying Fund assets are valued primarily on the basis
of current market quotations. If market quotations are not readily available or do not
accurately reflect the fair value for a security (in the Manager's judgment) or if a
security's value has been materially affected by events occurring after the close of the
NYSE or market on which the security is principally traded, that security may be valued by
another method that the Underlying Fund's Board of Trustees or Directors believes
accurately reflects its fair value. Because some foreign securities trade in markets and on
exchanges that operate on weekends and U.S. holidays, the values of some of the Underlying
Fund's foreign investments may change on days when investors cannot buy or redeem the
Underlying Fund's shares.

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

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

The Manager believes that foreign securities values may be affected by volatility that
occurs in U.S. markets on a trading day after the close of foreign securities markets. The
Manager's fair valuation procedures therefore include a procedure whereby foreign
securities prices may be "fair valued" to take those factors into account.

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

Buying Through a Dealer. If you buy shares through a dealer, your dealer must receive the
order by the close of the NYSE for you to receive that day's offering price. If your order
is received on a day when the NYSE is closed or after it is closed, the order will receive
the next offering price that is determined.

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

Class A Shares. If you buy Class A shares, you pay an initial sales charge (on investments
up to $1 million for regular accounts or lesser amounts for certain retirement plans). 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 6 years
of buying them, you will normally pay a contingent deferred sales charge. That contingent
deferred sales charge varies depending on how long you own your shares, as described in
"How Can You Buy Class B Shares?" below.
--------------------------------------------------------------------------------------------

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

Class N Shares. If you buy Class N shares (available only through certain retirement
plans), 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 18 months of the retirement plan's
first purchase of Class N shares, you may pay a contingent deferred sales charge of 1.0%,
as described in "How Can You Buy Class N Shares?" below.

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Class Y Shares. Class Y shares are offered only to certain institutional investors that
have a special agreement with the Distributor.
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WHICH CLASS OF SHARES SHOULD YOU CHOOSE? Once you decide that a particular 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
adviser. 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. Each 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 adviser 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, Class C or Class N. For retirement plans that qualify to purchase Class N
shares, Class N shares will generally be more advantageous than Class B and Class C
shares

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

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

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

o Investing for the Longer Term. If you are investing less than $100,000 for the
longer-term, for example for retirement, and do not expect to need access to your
money for seven 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, Class C and Class N shareholders. Other features may not be
advisable (because of the effect of the contingent deferred sales charge) for Class
B, Class C and Class N 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, Class C and Class N shareholders will
be reduced by the additional expenses borne by those classes that are not borne by
Class A or Class Y shares, such as the Class B, Class C and Class N asset-based sales
charge described below and in the Statement of Additional Information.

How Do Share Classes Affect Payments to Your Broker? A financial adviser may receive
different compensation for selling one class of shares than for selling another
class. It is important to remember that Class B, Class C and Class N 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 each
Fund held by the dealer or financial institution for its own account or for its
customers.

HOW CAN YOU BUY CLASS A SHARES? Class A shares are sold at their offering price, which is
normally net asset value plus an initial sales charge. However, in some cases, described
below, purchases are not subject to an initial sales charge, and the offering price will be
the net asset value. In other cases, reduced sales charges may be available, as described
below or in the Statement of Additional Information. Out of the amount you invest, a 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 a
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 a
Charge as a Charge as a
Percentage of Percentage of Net Percentage of
Offering Price Amount Invested Offering Price
------------------------------------------------------------------------------
------------------------------------------------------------------------------
Less than $25,000 5.75% 6.10% 4.75%
------------------------------------------------------------------------------
------------------------------------------------------------------------------
$25,000 or more but 5.50% 5.82% 4.75%
less than $50,000
------------------------------------------------------------------------------
------------------------------------------------------------------------------
$50,000 or more but 4.75% 4.99% 4.00%
less than $100,000
------------------------------------------------------------------------------
------------------------------------------------------------------------------
$100,000 or more but 3.75% 3.90% 3.00%
less than $250,000
------------------------------------------------------------------------------
------------------------------------------------------------------------------
$250,000 or more but 2.50% 2.56% 2.00%
less than $500,000
------------------------------------------------------------------------------
------------------------------------------------------------------------------
$500,000 or more but 2.00% 2.04% 1.60%
less than $1 million
------------------------------------------------------------------------------
Due to rounding, the actual sales charge for a particular transaction may be higher or
lower than the rates listed above.

SPECIAL SALES CHARGE ARRANGEMENTS AND WAIVERS. Appendix B 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 Funds by
certain groups, or under specified retirement plan arrangements, or in other special types
of transactions. To receive a waiver or special sales charge rate, you must advise the
Distributor when purchasing shares or the Transfer Agent when redeeming shares that a
special condition applies.

CAN YOU REDUCE CLASS A SALES CHARGES? You and your spouse may be eligible to buy Class A
shares of the Funds at reduced sales charge rates set forth in the table above under the
Funds' "Right of Accumulation" or a "Letter of Intent." The Funds reserve the right to
modify or to cease offering these programs at any time.

o Right of Accumulation. To qualify for the reduced Class A sales charge that would
apply to a larger purchase than you are currently making (as shown in the table
above), you can add the value of any Class A, Class B or Class C shares of the Funds
or other Oppenheimer funds that you or your spouse currently own, or are currently
purchasing, to the value of your Class A share purchase. Your Class A shares of
Oppenheimer Money Market Fund, Inc. or Oppenheimer Cash Reserves on which you have
not paid a sales charge will not be counted for this purpose. In totaling your
holdings, you may count shares held in your individual accounts (including IRAs and
403(b) plans), your joint accounts with your spouse, or accounts you or your spouse
hold as trustees or custodians on behalf of your children who are minors. A fiduciary
can count all shares purchased for a trust, estate or other fiduciary account that
has multiple accounts (including employee benefit plans for the same employer). If
you are buying shares directly from the Funds, you must inform the Distributor of
your eligibility and holdings at the time of your purchase in order to qualify for
this Right of Accumulation. If you are buying shares through your financial
intermediary, you must notify your intermediary of your eligibility for this Right of
Accumulation at the time of your purchase.

To count shares of eligible Oppenheimer funds held in accounts at other
intermediaries under this Right of Accumulation, you may be requested to provide the
Distributor or your current intermediary with a copy of all account statements
showing your current holdings of the Funds or other eligible Oppenheimer funds,
including statements for accounts held by you and your spouse or in retirement plans
or trust or custodial accounts for minor children as described above. The Distributor
or intermediary through which you are buying shares will calculate the value of all
your eligible Oppenheimer fund shares based on the current offering price, to
determine what Class A sales charge rate you may qualify for on your current purchase.

o Letters of Intent. You may also qualify for reduced Class A sales charges by
submitting a Letter of Intent to the Distributor. A Letter of Intent is a written
statement of your intention to purchase a specified value of Class A, Class B or
Class C shares of the Funds or other Oppenheimer funds over a 13-month period. The
total amount of your intended purchases of Class A, Class B and Class C shares will
determine the reduced sales charge rate that will apply to your Class A share
purchases of the Funds during that period. Purchases made up to 90 days before the
date that you submit a Letter of Intent will be included in that determination. Your
Class N shares, and any A shares of Oppenheimer Money Market Fund, Inc. or
Oppenheimer Cash Reserves on which you have not paid a sales charge will not be
counted for this purpose. Submitting a Letter of Intent does not obligate you to
purchase the specified amount of shares. You may also be able to apply the Right of
Accumulation to these purchases.

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

Other Special Sales Charge Arrangements and Waivers. The Funds and the Distributor offer
other opportunities to purchase shares without front-end or contingent deferred sales
charges under the programs described below. The Funds reserve the right to amend or
discontinue these programs at any time without prior notice.

o Dividend Reinvestment. Dividends and/or capital gains distributions received by a
shareholder from a Fund may be reinvested in shares of that Fund, or any of the other
Oppenheimer funds into which shares of a Fund may be exchanged, without a sales
charge, at the net asset value per share in effect on the payable date. You must
notify the Transfer Agent in writing to elect this option and must have an existing
account in the fund selected for reinvestment.
o Exchanges of Shares. Shares of the Funds may be exchanged for shares of certain other
Oppenheimer funds at net asset value per share at the time of exchange, without sales
charge, and shares of the Funds can be purchased by exchange of shares of certain
other Oppenheimer funds on the same basis. Please refer to "How to Exchange Shares"
in this prospectus and in the Statement of Additional Information for more details,
including a discussion of certain circumstances in which sales charges may apply to
an exchange.
o Reinvestment Privilege. Within six months of a redemption of certain Class A and
Class B shares, the proceeds may be reinvested in Class A shares of a Fund, or any of
the other Oppenheimer funds into which shares of that Fund may be exchanged, without
a sales charge. This privilege applies to redemptions of Class A shares that were
subject to an initial sales charge or Class A or Class B shares that were subject to
a contingent deferred sales charge when redeemed. An investor must ask the Transfer
Agent or his or her financial intermediary for that privilege at the time of
reinvestment and must identify the account from which the redemption was made.
o Other Special Reductions and Waivers. The Funds and the Distributor offer additional
arrangements to reduce or eliminate front-end sales charges or to waive contingent
deferred sales charges for certain types of transactions and for certain classes of
investors (primarily retirement plans that purchase shares in special programs
through the Distributor). These are described in greater detail in Appendix B to the
Statement of Additional Information, which may be ordered by calling 1.800.225.5677
or through the OppenheimerFunds website, at www.oppenheimerfunds.com (under the
heading "I Want To," follow the hyperlink "Access Fund Documents" and click on the
icon in the column "SAI" next to the Fund's name). A description of these waivers and
special sales charge arrangements is also available for viewing on the
OppenheimerFunds website (under the heading "Fund Information" click on the hyperlink
"Sales Charge Waivers"). To receive a waiver or special sales charge rate under these
programs, the purchaser must notify the Distributor (or other financial intermediary
through which shares are being purchased) at the time of purchase, or must notify the
Transfer Agent at the time of redeeming shares for waivers that apply to contingent
deferred sales charges.

Class A Contingent Deferred Sales Charge. There is no initial sales charge on Class A share
purchases totaling $1 million or more of one or more of the Oppenheimer funds. However,
those Class A shares may be subject to a 1.0% contingent deferred sales charge if they are
redeemed within an 18-month "holding period" measured from the beginning of the calendar
month of their purchase (except for shares in certain retirement plans, described below).
That sales charge will be calculated on the lesser of the original net asset value of the
redeemed shares of the aggregate net asset value of the redeemed shares at the time of
redemption.

The Class A contingent deferred sales charge does not apply to shares purchased by
the reinvestment of dividends or capital gain distributions and will not exceed the
aggregate amount of the concessions the Distributor pays on all of your purchases of Class
A shares, of all Oppenheimer funds, that are subject to the contingent deferred sales
charge.

The Distributor pays concessions from its own resources equal to 1.00% of Class A
purchases of $1 million or more (other than purchases by certain retirement plans). The
concession will not be paid on shares purchased by exchange or shares that were previously
subject to a front-end sales charge and dealer concession.

o Class A Purchases by Certain Retirement Plans. There is no initial sales charge on
purchases of Class A shares of the Funds by retirement plans that have $1
million or more in plan assets. There is also no contingent deferred sales
charge on any group retirement plan shares purchased after March 1, 2007.

Until March 1, 2007, the Distributor paid a concession from its own resources
on purchases by certain group retirement plans that were established prior to
March 1, 2001 ("grandfathered retirement plans"). Shares purchased in
grandfathered retirement plans prior to March 1, 2007 will continue to be
subject to the contingent deferred sales charge if they are redeemed within 18
months after purchase. Beginning March 1, 2007, the Distributor will not pay a
concession on new share purchases by retirement plans (except plans that have
$5 million or more in plan assets) and no new group retirement plan purchase
will be subject to the contingent deferred sales charge, including purchases in
grandfathered retirement plans. For shares purchased prior to March 1, 2007,
the concession for grandfathered retirement plans was 0.75% of the first $2.5
million of purchases plus 0.25% of purchases in excess of $2.5 million.
Effective March 1, 2007, the concession for grandfathered retirement accounts
is 0.25%.

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 six 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 Funds 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 Contingent Deferred Sales Charge on
Redemptions in That Year
Which Purchase Order was Accepted (As % of Amount Subject to Charge)
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
0 - 1 5.0%
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
1 - 2 4.0%
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
2 - 3 3.0%
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
3 - 4 3.0%
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
4 - 5 2.0%
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
5 - 6 1.0%
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
More than 6 None
-------------------------------------------------------------------------------
In the table, a "year" is a 12-month period. In applying the contingent deferred sales
charge, all purchases are considered to have been made on the first regular business day of
the month in which the purchase was made.

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

HOW CAN YOU BUY CLASS C SHARES? Class C shares are sold at net asset value per share
without an initial sales charge. However, if Class C shares are redeemed within a holding
period of 12 months from the beginning of the calendar month of their purchase, a
contingent deferred sales charge of 1.00% 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 Funds in connection with the
sale of Class C shares.

HOW CAN YOU BUY CLASS N SHARES? Class N shares are offered for sale to retirement plans
(including IRAs and 403(b) plans) that purchase $500,000 or more of Class N shares of one
or more Oppenheimer funds or to group retirement plans (which do not include IRAs and
403(b) plans) that have assets of $500,000 or more or 100 or more eligible participants.
See "Availability of Class N shares" in the Statement of Additional Information for other
circumstances where Class N shares are available for purchase.

Class N shares are sold at net asset value without an initial sales charge. A contingent
deferred sales charge of 1.00% will be imposed upon the redemption of Class N shares, if:

o The group retirement plan is terminated or Class N shares of all Oppenheimer funds
are terminated as an investment option of the plan and Class N shares are redeemed
within 18 months after the plan's first purchase of Class N shares of any Oppenheimer
fund; or
o With respect to an IRA or 403(b) plan, Class N shares are redeemed within 18 months
of the plan's first purchase of Class N shares of any Oppenheimer fund.

Retirement plans that offer Class N shares may impose charges on plan participant
accounts. The procedures for buying, selling, exchanging and transferring a Fund's other
classes of shares (other than the time those orders must be received by the Distributor or
Transfer Agent in Colorado) and the special account features applicable to purchasers of
those other classes of shares described elsewhere in this prospectus do not apply to Class
N shares offered through a group retirement plan. Instructions for buying, selling,
exchanging or transferring Class N shares offered through a group retirement plan must be
submitted by the plan, not by plan participants for whose benefit the shares are held.

WHO CAN BUY CLASS Y SHARES? Class Y shares are sold at net asset value per share without a
sales charge directly to institutional investors that have special agreements with the
Distributor for this purpose. They may include insurance companies, registered investment
companies, employee benefit plans and Section 529 plans, among others. Individual investors
cannot buy Class Y shares directly.

Institutional investors that buy Class Y shares for their customers' accounts may
impose charges on those accounts. The procedures for buying, selling, exchanging and
transferring a Fund's other classes of shares (other than the time those orders must be
received by the Distributor or Transfer Agent at their Colorado office) and the special
account features available to investors buying those other classes of shares do not apply
to Class Y shares. Instructions for buying, selling, exchanging or transferring Class Y
shares must be submitted by the institutional investor, not by its customers for whose
benefit the shares are held.

DISTRIBUTION AND SERVICE (12b-1) PLANS.

Service Plan for Class A Shares. Each Fund has adopted a Service Plan for Class A shares
that reimburses the Distributor for a portion of the costs of providing services
provided to Class A shareholders. Each Fund makes these payments quarterly, based on
an annual rate of up to 0.25% of the average annual net assets of Class A shares of
each Fund. The Distributor currently uses all of those fees to pay dealers, brokers,
banks and other financial institutions for providing personal service and maintenance
of accounts of their customers that hold Class A shares.

Prior to March 1, 2007, the Distributor paid the first year's service fee in advance
for shares purchased in grandfathered retirement plans and it retained the service
fee from a Fund with respect to those shares during the first year after their
purchase. After the shares were held by a grandfathered retirement plan for a year,
the Distributor paid the ongoing service fee to the dealer of record on a periodic
basis. For shares purchased in grandfathered retirement plans on or after March 1,
2007, the Distributor does not make any payment in advance and does not retain the
service fee for the first year.

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

The asset-based sales charge and service fees increase Class B and Class C expenses
by 1.00% and increase Class N expenses by 0.50% of the net assets per year of the
respective class. Because these fees are paid out of each Fund's assets on an
on-going 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, Class C or Class N shares. The Distributor
normally pays the 0.25% service fees to dealers in advance for the first year after
the shares are sold by the dealer. After the shares have been held for a year, the
Distributor pays the service fees to dealers periodically.

The Distributor currently pays a sales concession of 3.75% 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 4.00% of the purchase price. The
Distributor normally retains the Class B asset-based sales charge. See the Statement
of Additional Information for exceptions.

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

The Distributor currently pays a sales concession of 0.75% of the purchase price of
Class N 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 N shares is therefore 1.00% of the purchase price. The
Distributor normally retains the asset-based sales charge on Class N shares. See the
Statement of Additional Information for exceptions.

For certain group retirement plans held in omnibus accounts, the Distributor will pay
the full Class C or Class N asset-based sales charge and the service fee to the
dealer beginning in the first year after the purchase of such shares in lieu of
paying the dealer the sales concession and the advance of the first year's service
fee at the time of purchase. New group omnibus plans may not purchase Class B shares.

For Class C shares purchased through the OppenheimerFunds Record(k)eeperPro program,
the Distributor will pay the Class C asset-based sales charge to the dealer of record
in the first year after the purchase of such shares in lieu of paying the dealer a
sales concession at the time of purchase. The Distributor will use the service fee it
receives from the Funds on those shares to reimburse FACore, LLC for providing
personal services to the Class C accounts holding those shares.

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

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

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

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

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

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

Special Investor Services

ACCOUNTLINK. You can use our AccountLink feature to link your Fund account with an account
at a U.S. bank or other financial institution. It must be an Automated Clearing House (ACH)
member. AccountLink lets you:

o transmit funds electronically to purchase shares by telephone (through a service
representative or by PhoneLink) or automatically under Asset Builder Plans, or
o have the Transfer Agent send redemption proceeds or transmit dividends and
distributions directly to your bank account. Please call the Transfer Agent for more
information.

You may purchase shares by telephone only after your account has been established. To
purchase shares in amounts up to $250,000 through a telephone representative, call the
Distributor at 1.800.225.5677. The purchase payment will be debited from your bank account.

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

PHONELINK. PhoneLink is the OppenheimerFunds automated telephone system that enables
shareholders to perform a number of account transactions automatically using a touch-tone
phone. PhoneLink may be used on already-established Fund accounts after you obtain a
Personal Identification Number (PIN), by calling the PhoneLink number, 1.800.225.5677.

Purchasing Shares. You may purchase shares in amounts up to $100,000 by phone, by calling
1.800.225.5677. You must have established AccountLink privileges to link your bank
account with a Fund to pay for these purchases.

Exchanging Shares. With the OppenheimerFunds Exchange Privilege, described below, you can
exchange shares automatically by phone from your Fund account to another
OppenheimerFunds account you have already established by calling the special
PhoneLink number.

Selling Shares. You can redeem shares by telephone automatically by calling the PhoneLink
number and the Fund will send the proceeds directly to your AccountLink bank account.
Please refer to "How to Sell Shares," below for details.

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

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

AUTOMATIC WITHDRAWAL AND EXCHANGE PLANS. The Funds have 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.

RETIREMENT PLANS. You may buy shares of the Funds for your retirement plan account. If you
participate in a plan sponsored by your employer, the plan trustee or administrator must
buy the shares for your plan account. The Distributor also offers a number of different
retirement plans that individuals and employers can use:

Individual Retirement Accounts (IRAs). These include regular IRAs, Roth IRAs, SIMPLE IRAs
and rollover IRAs.

SEP-IRAs. These are Simplified Employee Pension Plan IRAs for small business owners or
self-employed individuals.

403(b)(7) Custodial Plans. These are tax-deferred plans for employees of eligible
tax-exempt organizations, such as schools, hospitals and charitable organizations.

401(k) Plans. These are special retirement plans for businesses.

Pension and Profit-Sharing Plans. These plans are designed for businesses and self-employed
individuals.

Please call the Distributor for OppenheimerFunds retirement plan documents, which include
applications and important plan information.

How to Sell Shares

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

Certain Requests Require a Signature Guarantee. To protect you and the Funds from fraud,
the following redemption requests must be in writing and must have 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.

Retirement Plan Accounts. There are special procedures to sell shares in an
OppenheimerFunds retirement plan account. Call the Transfer Agent for a distribution
request form. Special income tax withholding requirements apply to distributions from
retirement plans. You must submit a withholding form with your redemption request to
avoid delay in getting your money and if you do not want tax withheld. If your
employer holds your retirement plan account for you in the name of the plan, you must
ask the plan trustee or administrator to request the sale of Fund shares in your plan
account.

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

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

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

HOW DO YOU SELL SHARES BY TELEPHONE? You and your dealer representative of record may also
sell your shares by telephone. To receive the redemption price calculated on a particular
regular business day, your call must be received by the Transfer Agent by the close of the
NYSE that day, which is normally 4:00 p.m. Eastern time, but may be earlier on some days.
You may not redeem shares held in an OppenheimerFunds-sponsored qualified retirement plan
account or under a share certificate by telephone.

o To redeem shares through a service representative or automatically on PhoneLink, call
1.800.225.5677.

Whichever method you use, you may have a check sent to the address on the account
statement, or, if you have linked your Fund account to your bank account on AccountLink,
you may have the proceeds sent to that bank account.

Are There Limits on Amounts Redeemed by Telephone?

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

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

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

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

HOW CONTINGENT DEFERRED SALES CHARGES AFFECT REDEMPTIONS. If you purchase shares subject to
a Class A, Class B, Class C or Class N 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 B to
the Statement of Additional Information and you advise the Transfer Agent or your financial
intermediary of your eligibility for the waiver when you place your redemption request).

A contingent deferred sales charge will be based on the lesser of the net asset value
of the redeemed shares at the time of redemption or the original net asset value. A
contingent deferred sales charge is not imposed on:

o the amount of your account value represented by an increase in net asset value over
the initial purchase price,
o shares purchased by the reinvestment of dividends or capital gains distributions, or
o shares redeemed in the special circumstances described in Appendix B to the Statement
of Additional Information.

To determine whether a contingent deferred sales charge applies to a redemption, the Funds
redeem 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
Funds 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 the Funds 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 that Fund.

How to Exchange Shares

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

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

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

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

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

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

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

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

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

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

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

ARE THERE LIMITATIONS ON FREQUENT PURCHASES, REDEMPTIONS AND EXCHANGES?

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

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

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

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

o Exchanges of Client Accounts by Financial Advisers. The Funds and the Transfer Agent
permit dealers and financial intermediaries to submit exchange requests on behalf of
their customers (unless that authority has been revoked). A Fund or the Transfer
Agent may limit or refuse exchange requests submitted by such financial
intermediaries if, in the Transfer Agent's judgment, exercised in its discretion, the
exchanges would be disruptive to any of the funds involved in the transaction.

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

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

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

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

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

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

Additional Policies and Procedures. The Funds' Boards have adopted the following additional
policies and procedures to detect and prevent frequent and/or excessive exchanges and
purchase and redemption activity.

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

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

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

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

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

Shareholder Account Rules and Policies

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

A $12 annual "Minimum Balance Fee" is assessed on Fund accounts with a value of less than
$500. The fee is automatically deducted from each applicable Fund account annually in
September. See the Statement of Additional Information for information about the
circumstances under which this fee will not be assessed.

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

Telephone transaction privileges for purchases, redemptions or exchanges may be modified,
suspended or terminated by the Funds at any time. The Funds will provide you notice
whenever it is required to do so by applicable law. If an account has more than one
owner, the Funds 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 Funds 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 Funds 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 Funds'
share holdings in the Underlying Funds will fluctuate. The redemption price, which is
the net asset value per share, will normally differ for each class of shares. The
redemption value of your shares may be more or less than their original cost.

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

The Transfer Agent may delay processing any type of redemption payment as described under
"How to Sell Shares" for recently purchased shares, but only until the purchase
payment has cleared. That delay may be as much as 10 days from the date the shares
were purchased. That delay may be avoided if you purchase shares by Federal Funds
wire or certified check.

Involuntary redemptions of small accounts may be made by the Funds if the account value has
fallen below $500 for reasons other than a decline in the market value of the shares.
In some cases, involuntary redemptions may be made to repay the Distributor for
losses from the cancellation of share purchase orders. See the section "How to Buy
Shares - Cancellation of Purchase Orders" in the Statement of Additional Information
for more information.

Shares may be "redeemed in kind" under unusual circumstances. This means that the
redemption proceeds will be paid with liquid securities from a Fund's portfolio,
normally shares of one or more of the Underlying Funds. If a Fund redeems your shares
in kind, you may bear transaction costs and will bear market risks until such time as
such securities are converted into cash.

Federal regulations may require the Funds to obtain your name, your date of birth (for a
natural person), your residential street address or principal place of business and
your Social Security Number, Employer Identification Number or other government
issued identification when you open an account. Additional information may be
required in certain circumstances or to open corporate accounts. The Funds or the
Transfer Agent may use this information to attempt to verify your identity. The Funds
may not be able to establish an account if the necessary information is not received.
The Funds may also place limits on Fund transactions while it is in the process of
attempting to verify your identity. Additionally, if a Fund is unable to verify your
identity after your account is established, the Fund may be required to redeem your
Fund shares and close your account.

"Backup withholding" of federal income tax may be applied against taxable dividends,
distributions and redemption proceeds (including exchanges) if you fail to furnish a
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 ("IRS").

To avoid sending duplicate copies of materials to households, the Funds will mail only one
copy of each prospectus, annual and semi-annual report and annual notice of the
Funds' privacy policy to shareholders having the same last name and address on the
Funds' records. The consolidation of these mailings, called householding, benefits
the Funds through reduced mailing expense.

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

Dividends, Capital Gains and Taxes

DIVIDENDS. The Funds intend to declare dividends separately for each class of shares from
net investment income on an annual basis. Dividends and distributions paid to Class A and
Class Y shares will generally be higher than dividends for Class B, Class C and Class N
shares, which normally have higher expenses than Class A and Class Y shares. The Funds have
no fixed dividend rates and cannot guarantee that they will pay any dividends or
distributions.

CAPITAL GAINS. The Funds may realize capital gains on the sale of portfolio securities. If
so, they may make distributions out of any net short-term or long-term capital gains
annually. A Fund may make supplemental distributions of dividends and capital gains
following the end of its fiscal year. There can be no assurance that a Fund will pay any
capital gains distributions in a particular 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 a Fund. You can elect to reinvest all dividends and capital
gains distributions in additional shares of a 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 a
Fund while receiving the other types of distributions by check or having them sent to
your bank account through AccountLink.

Receive All Distributions in Cash. You can elect to receive a check for all dividends and
capital gains distributions or have them sent to your bank through AccountLink.

Reinvest Your Distributions in Another OppenheimerFunds Account. You can reinvest all
distributions in the same class of shares of another Oppenheimer fund if that fund is
available for exchanges and if you have an account established in that fund.

TAXES. If your shares are not held in a tax-deferred retirement account, you should be
aware of the following tax implications of investing in a Fund. Distributions are subject
to federal income tax and may be subject to state or local taxes. Dividends paid from
short-term capital gains and net investment income generally are taxable as ordinary
income. Long-term capital gains are taxable as long-term capital gains when distributed to
shareholders, regardless of how long you have held your shares. Certain dividend income and
long-term capital gains received by the Funds are eligible for taxation at a reduced rate
that applies to non-corporate shareholders. Whether you reinvest your distributions in
additional shares or take them in cash, the tax treatment is the same.

Dividends and distributions to Fund shareholders may be from amounts a Fund receives
as dividends or distributions from the Underlying Funds or from gains on the sale of shares
in the Underlying Funds. Changes in a Fund's portfolio holdings may increase turnover of
the Fund's assets, which may result in the realization of additional taxable gains or
losses by the Fund. It may also result in a larger portion of any net gains being treated
as short-term capital gains, which generally would be taxed as ordinary income when
distributed to shareholders. Generally, the character of the income or capital gains that a
Fund receives from the Underlying Funds will "pass through" to the Fund, subject to certain
exceptions, as long as the Underlying Funds continue to qualify as "regulated investment
companies". As noted above, distributions of any gains and income will be taxable to
shareholders even if those distributions are reinvested in Fund shares.

Every year the Funds will send you and the IRS a statement showing the amount of any
taxable distribution you received in the previous year. Any long-term capital gains will be
separately identified in the tax information the Funds send after the end of the calendar
year.

The Funds intend each year to qualify as regulated investment companies under the
Internal Revenue Code, but reserve the right not to so qualify. As regulated investment
companies, the Funds will not be subject to Federal income taxes on any of their income,
provided that they satisfy certain income, diversification and distribution requirements.

If a shareholder is neither a lawful permanent resident nor a citizen of the United
States or if a shareholder is a foreign entity, the Fund's ordinary income dividends (which
include distributions of net-short-term capital gains) generally will be subject to a 30%
U.S. withholding tax, unless a lower treaty rate applies. However, for taxable years
beginning before January 1, 2008, certain distributions designated by the Fund as either
interest related dividends or short term gain dividends and paid to a foreign shareholder
would be eligible for an exemption from U.S. withholding tax. It is not expected that the
Funds would be designating any interest related dividends.

By law, your dividends and redemption proceeds will be subject to a withholding tax
if you have not provided a taxpayer identification number or Social Security Number or if
the number you have provided is incorrect.

The Funds intend to invest in an Underlying Fund only if it qualifies for treatment
as a regulated investment company under the Internal Revenue Code. If an Underlying Fund
fails to qualify as a regulated investment company, it may be subject to federal income
tax. Although there is no assurance an Underlying Fund will qualify as a regulated
investment company, a Fund will promptly dispose of any shares in its portfolio which have
been issued by an Underlying Fund which has failed to qualify as a regulated investment
company.

Avoid "Buying a Distribution." If you buy shares on or just before the ex-dividend date, or
just before a Fund declares a capital gains distribution, you will pay the full price
for the shares and then receive a portion of the price back as a taxable dividend or
capital gain.

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

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

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

Financial Highlights

Financial information for the Funds is not provided because, as of the date of this
prospectus, the Funds had not commenced operations.

More Information About The Underlying Funds

Oppenheimer Capital Appreciation Fund - This Underlying Fund seeks capital appreciation.
This Underlying Fund currently invests mainly in common stocks of "growth companies." These
may be newer companies or established companies of any capitalization range that the
portfolio manager of this Underlying Fund believes may appreciate in value over the long
term.

This Underlying Fund's portfolio manager focuses on factors that may vary in particular
cases and over time in seeking broad diversification of the Fund's portfolio among
industries and market sectors. The portfolio manager may look for:

o companies in businesses with above-average growth potential,
o companies with growth rates that the portfolio managers believe are sustainable over
time,
o stocks with reasonable valuations relative to their growth potential.

Oppenheimer Core Bond Fund - This Underlying Fund seeks total return by investing mainly in
debt instruments. As a non-fundamental policy (which will not be changed without providing
60 days notice to Underlying Fund shareholders), under normal market conditions, this
Underlying Fund invests at least 80% of its net assets (plus borrowings for investment
purposes) in investment-grade bonds. Those investment-grade debt securities can include:

o domestic and foreign corporate debt obligations,
o domestic and foreign government bonds, including U.S. government securities, and
o mortgage-related securities (including CMOs) issued by private issuers.

This Underlying Fund's investments in U.S. government securities include securities issued
or guaranteed by the U.S. government or its agencies or federally-chartered corporate
entities referred to as "instrumentalities." These include mortgage-related U.S. government
securities and CMOs. This Underlying Fund can also invest in money market instruments and
other debt obligations.

There is no set allocation of this Underlying Fund's assets among the classes of securities
that this Underlying Fund buys, but this Underlying Fund focuses mainly on U.S. government
securities and investment-grade debt securities. However, if market conditions change, this
Underlying Fund's portfolio managers might change the relative allocation of its assets.
This Underlying Fund can invest up to 20% of its total assets in high-yield debt securities
that are below investment-grade.

This Underlying Fund seeks to maintain an average effective portfolio duration of three to
six years (measured on a dollar-weighted basis) to try to reduce the volatility of the
value of its securities portfolio. This Underlying Fund has no limitations on the range of
maturities of the debt securities in which it can invest and therefore may hold bonds with
short-, medium- or long-term maturities. Because of market events and interest rate
changes, the duration of the portfolio might not meet that target at all times. The Manager
will attempt to maintain the overall weighted average credit quality of the portfolio at a
rating of "A-" (or equivalent) or higher from any nationally recognized credit rating
organization. This Underlying Fund can use derivatives to seek increased returns or try to
hedge investment risks.

Oppenheimer International Bond Fund - This Underlying Fund's primary objective is to seek
total return. As a secondary objective, this Underlying Fund seeks income when consistent
with total return. This Underlying Fund invests mainly in debt securities of foreign
government and corporate issuers. Those debt securities generally, referred to as "bonds,"
include long-term and short-term government bonds, participation interests in loans,
corporate debt obligations, "structured" notes and other debt obligations. They may include
"zero coupon" or "stripped" securities.

Under normal circumstances, this Underlying Fund invests at least 80% of its net assets
(plus borrowings for investment purposes) in "bonds" and invests in at least three
countries other than the United States. This Underlying Fund's non-fundamental policy of
investing at least 80% of its net assets in "bonds" will not be changed by its Board of
Trustees without first providing shareholders 60 days written notice of the change. This
Underlying Fund does not limit its investments to securities of issuers in a particular
market capitalization or maturity range or rating category, and can hold rated and unrated
securities. This Underlying Fund can invest without limit in securities below investment
grade (commonly called "junk bonds") to seek total return and higher income. Therefore,
this Underlying Fund's credit risks are greater than those of funds that buy only
investment-grade bonds. This Underlying Fund invests in debt securities of issuers in both
developed and emerging markets throughout the world.

Oppenheimer International Growth Fund - This Underlying Fund seeks long-term capital
appreciation by investing in common stocks of foreign companies.

This Underlying Fund currently invests mainly in common stocks of growth companies that are
domiciled outside the United States or have their primary operations outside the United
States. "Growth companies" are issuers that the Underlying Fund's portfolio manager
believes have favorable long-term growth prospects.

This Underlying Fund does not limit its investments to issuers within a specific market
capitalization range. At times, this Underlying Fund may invest a substantial portion of
its assets in a particular capitalization range. For example, this Underlying Fund
currently invests a substantial portion of its assets in stocks issued by small- to
mid-sized companies whose prices may be more volatile than stocks issued by larger
companies.

Oppenheimer International Value Fund - This Underlying Fund seeks long-term capital
appreciation.

The Underlying Fund currently invests mainly in common stocks of companies believed by the
Underlying Fund's Manager to be undervalued, that are domiciled outside the United States
or have their primary operations outside the U.S.

The Underlying Fund does not limit its investments to issuers within a specific market
capitalization range. At times, the Underlying Fund may invest a substantial portion of
its assets in a particular capitalization range. For example, the Fund may invest a
substantial portion of its assets in stocks issued by small and mid-sized companies.

The Underlying Fund can invest in emerging markets as well as developed markets throughout
the world, although it may place greater emphasis on investing in one or more particular
regions from time to time, such as Europe or Asia. It can invest 100% of its assets in
foreign securities. Under normal market conditions, the Fund will invest at least 80% of
its net assets (plus borrowings for investment purposes) in foreign common and preferred
stock or issuers in at least five different countries outside the United States.

Oppenheimer Main Street Fund(R)- This Underlying Fund seeks a high total return. This
Underlying Fund currently invests mainly in common stocks of U.S. companies of different
capitalization ranges, presently focusing on large-capitalization issuers. It also can buy
debt securities, such as bonds and debentures, but does not currently emphasize these
investments.

In selecting securities for purchase or sale by this Underlying Fund, the portfolio
managers use an investment process that combines quantitative models, fundamental research
about particular securities and individual judgment. While this process and the
inter-relationship of the factors used may change over time and its implementation may vary
in particular cases, in general the selection process currently involves the use of:

o Multi-factor quantitative models: The Fund uses both "top down" and "bottom up"
models. The "top down" models are primarily used to help the portfolio managers
determine their market capitalization exposure (large, mid, small) and rely on
indicators such as relative valuations, relative price trends and interest rate
relationships. The "bottom up" models help the portfolio managers identify the most
attractive stocks within each market capitalization category. These stock selection
models are based upon many factors that measure the attractiveness of individual
securities relative to each other. The portfolio managers typically follow and
analyze more than 3,000 stocks on a daily basis and select those that are deemed
attractive.
o Fundamental research: The portfolio managers use internal research and analysis by
other market analysts, with emphasis on current company news and industry-related
events.
o Judgment: The portfolio is then continuously rebalanced by the portfolio managers,
using the tools described above.

Oppenheimer MidCap Fund - This Underlying Fund seeks capital appreciation. This Underlying
Fund invests mainly in equity securities, stocks and securities convertible into common
stock. It invests primarily in equity companies, but can also buy foreign stocks. Under
normal market conditions, as a non-fundamental policy, this Underlying Fund invests at
least 80% of its net assets (plus borrowings for investment purposes) in companies that
have a market capitalization of between $2 billion and $11.5 billion stocks. This
Underlying Fund's non-fundamental policy of investing at least 80% of its net assets will
not be changed by the board of trustees of this Underlying Fund without first providing
shareholders 60 days' written notice.

Oppenheimer Commodity Strategy Total Return Fund - This Underlying Fund seeks total return.
Total return refers to the change in value of an investment in shares of this Underlying
Fund over time resulting from changes in the value of its investments and income on those
investments.

This Underlying Fund's strategy provides investment exposure to the commodities markets. It
normally invests at least 65% of its assets in:

o "Hybrid instruments" that are commodity-linked derivatives, the value of which is
based on the price movements of a physical commodity (such as heating oil, livestock,
or agricultural products), a commodity futures contract, a commodity index (such as
the GSCI), or some other readily measurable variable that reflects changes in the
value of particular commodities or the commodities markets; and
o Investment-grade and non-investment-grade corporate bonds and notes; securities
issued or guaranteed by the U.S. government or its agencies and instrumentalities;
repurchase agreements; futures contracts; options; interest rate swaps; forward
contracts; and asset-backed securities.

Commodity-linked derivatives provide investors with exposure to the investment returns of
"real assets" that trade in the commodities markets without investing directly in physical
commodities. "Real assets," as opposed to stocks or bonds, are assets that have tangible
properties, such as oil, livestock, and agricultural or metal products.

This Underlying Fund may invest up to 25% of its total assets in a wholly-owned and
controlled subsidiary. The subsidiary invests primarily in commodity and financial futures
and options contracts, and in fixed income securities and other investments intended to
serve as margin or collateral for the subsidiary's derivatives positions. The subsidiary is
subject to the same investment restrictions and limitations, and follows the same
compliance policies and procedures, as this Underlying Fund.

Oppenheimer Small- & Mid- Cap Value Fund - This Underlying Fund's objective is to seek
capital appreciation. This Underlying Fund invests mainly in stocks of U.S. issuers having
a market capitalization up to $13 billion. That includes both small cap stocks (stocks of
issuers that have a market capitalization under $3 billion) and mid cap stocks (stocks of
issuers having a capitalization between $3 billion and $13 billion). This Underlying Fund
has no fixed ratio for small cap and mid cap stocks in its portfolio, and while its focus
is on stocks of U.S. companies, it may invest in stocks of small and mid cap foreign
issuers as well. Under normal market conditions this Underlying Fund will invest at least
80% of its net assets (plus the amount of any borrowings for investment purposes) in equity
securities and small cap and mid cap domestic and foreign issuers. This Underlying Fund
emphasizes investment in equity securities of companies that its portfolio managers believe
are undervalued in the marketplace.

Oppenheimer Value Fund - This Underlying Fund seeks long-term growth of capital by
investing primarily in common stocks with low price-earnings ratios and
better-than-anticipated earnings. Realization of current income is a secondary
consideration. This Underlying Fund may invest mainly in common stocks of different
capitalization ranges, but also can buy other investments, including:

o preferred stocks, rights and warrants and convertible debt securities, and
o securities of U.S. and foreign companies, although there are limits on this
Underlying Fund's investments in foreign securities.

INFORMATION AND SERVICES

For More Information on Oppenheimer LifeCycle Funds
o Oppenheimer Transition 2025 Fund
o Oppenheimer Transition 2040 Fund
o Oppenheimer Transition 2050 Fund

The following additional information about the Funds is available without charge upon
request:

STATEMENT OF ADDITIONAL INFORMATION. This document includes additional information about
each 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 each Fund's investments and
performance will be 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 each 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 each Fund's privacy policy and other information about the
Fund s and each of the Underlying Funds, or about your account:

------------------------------------------------------------------------------
By Telephone: Call OppenheimerFunds Services toll-free:
1.800.CALL OPP (225.5677)
------------------------------------------------------------------------------
------------------------------------------------------------------------------
By Mail: Write to:
OppenheimerFunds Services
P.O. Box 5270
Denver, Colorado 80217-5270
------------------------------------------------------------------------------
------------------------------------------------------------------------------
On the Internet: You can request these documents by e-mail or
through the OppenheimerFunds website. You may
also read or download certain documents on the
OppenheimerFunds website at:
www.oppenheimerfunds.com
------------------------------------------------------------------------------

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

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

The Funds' shares are distributed by: [logo] OppenheimerFunds Distributor,
Inc.
The Funds' SEC File Nos.: 811-22152
PR0000.007.__08
Printed on recycled paper


THE INFORMATION IN THIS STATEMENT OF ADDITIONAL INFORMATION IS NOT COMPLETE
AND MAY BE CHANGED. WE MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION
STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE.
THIS STATEMENT OF ADDITIONAL INFORMATION IS NOT AN OFFER TO SELL THESE
SECURITIES, AND IT IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY
STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.

SUBJECT TO COMPLETION

Oppenheimer LifeCycle Funds

o     Oppenheimer Transition 2025 Fund
o     Oppenheimer Transition 2040 Fund
o     Oppenheimer Transition 2050 Fund


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

Statement of Additional Information dated _____ __, 2008

This Statement of Additional Information ("SAI") is not a Prospectus. This
document contains additional information about each of the Oppenheimer
LifeCycle Funds listed above (each a "Fund" and together the "Funds") and
supplements information in the Prospectus dated ______ __, 2008. It should be
read together with the Prospectus. You can obtain the Prospectus by writing
to the Funds' Transfer Agent, OppenheimerFunds Services (the "Transfer
Agent"), 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 Funds
Additional Information About the Funds' Investment Policies and Risks...
    The Funds' Investment Policies......................................
    The Underlying Funds' Investment Policies...........................
      Equity Securities.................................................
      Debt Securities...................................................
      Derivative Securities.............................................
      Other Investments and Investment and Strategies...................
    Investment Restrictions.............................................
Disclosure of Portfolio Holdings........................................
How the Funds are Managed...............................................
    Organization and History............................................
    Board of Trustees and Oversight Committees..........................
    Trustees and Officers of the Funds..................................
    The Manager.........................................................
Brokerage Policies of the Funds.........................................
Distribution and Service Plans..........................................
Payments to Fund Intermediaries.........................................
Performance of the Funds................................................

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

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

Appendix A: Ratings Definitions.........................................  A-1
Appendix B: OppenheimerFunds Special Sales Charge Arrangements and Waivers
B-1
Appendix C: Qualifying Hybrid Instruments...............................  C-1
Appendix D: Qualifying Swap Transactions................................  D-1







                                       126
                                       3
......About the Funds

......Additional Information About the Funds' Investment Policies and Risks

      The investment objective, the principal investment policies, and the
main risks of the Funds are described in the Prospectus. Each Fund is a
special type of fund known as a "fund of funds" that invests primarily in a
diversified portfolio of Oppenheimer mutual funds. Those funds are referred
to as the "Underlying Funds." This Statement of Additional Information
contains supplemental information about those policies and risks and the
types of securities the Funds' and Underlying Funds' investment manager,
OppenheimerFunds, Inc. (the "Manager"), can select for the Funds or the
Underlying Funds. Additional information is also provided about the
strategies that each Fund may use to try to achieve its objective.

      The Funds' Investment Policies.  Each Fund normally invests in a
portfolio of Class Y shares of the Oppenheimer Underlying Funds. The Funds
may invest in Class A shares of an Underlying Fund if Class Y shares are not
available. The composition of those investments, and the factors considered
in allocating the Funds' assets among the Underlying Funds, may vary over
time. From time to time, the Funds may also invest in the securities of
individual issuers directly, as described below. The risks of such direct
investments in those securities are the same risks that the securities have
in the portfolios of the Underlying Funds. However a Fund may have greater
exposure to such securities, and therefore to such risks, when it makes a
direct investment. As indicated in the Prospectus, the Funds intend to
initially invest in the following Underlying Funds:

               --------------------------------------------
               Transition 2025 Fund
               --------------------------------------------
               --------------------------------------------
                     Oppenheimer Capital Appreciation Fund
               --------------------------------------------
               --------------------------------------------
                     Oppenheimer Main Street Fund
               --------------------------------------------
               --------------------------------------------
                     Oppenheimer Value Fund
               --------------------------------------------
               --------------------------------------------
                     Oppenheimer MidCap Fund
               --------------------------------------------
               --------------------------------------------
                     Oppenheimer Small- & Mid- Cap Value
                     Fund
               --------------------------------------------
               --------------------------------------------
                     Oppenheimer International Growth Fund
               --------------------------------------------
               --------------------------------------------
                     Oppenheimer International Value Fund
               --------------------------------------------
               --------------------------------------------
                     Oppenheimer International Bond Fund
               --------------------------------------------
               --------------------------------------------
                     Oppenheimer Core Bond Fund
               --------------------------------------------
               --------------------------------------------
                     Oppenheimer Commodity Strategy Total
                     Return Fund
               --------------------------------------------

               --------------------------------------------
               Transition 2040 Fund
               --------------------------------------------
               --------------------------------------------
                     Oppenheimer Capital Appreciation Fund
               --------------------------------------------
               --------------------------------------------
                     Oppenheimer Main Street Fund
               --------------------------------------------
               --------------------------------------------
                     Oppenheimer Value Fund
               --------------------------------------------
               --------------------------------------------
                     Oppenheimer MidCap Fund
               --------------------------------------------
               --------------------------------------------
                     Oppenheimer Small- & Mid- Cap Value
                     Fund
               --------------------------------------------
               --------------------------------------------
                     Oppenheimer International Growth Fund
               --------------------------------------------
               --------------------------------------------
                     Oppenheimer International Value Fund
               --------------------------------------------
               --------------------------------------------
                     Oppenheimer International Bond Fund
               --------------------------------------------
               --------------------------------------------
                     Oppenheimer Core Bond Fund
               --------------------------------------------
               --------------------------------------------
                     Oppenheimer Commodity Strategy Total
                     Return Fund
               --------------------------------------------

               --------------------------------------------
               Transition 2050 Fund
               --------------------------------------------
               --------------------------------------------
                     Oppenheimer Capital Appreciation Fund
               --------------------------------------------
               --------------------------------------------
                     Oppenheimer Main Street Fund
               --------------------------------------------
               --------------------------------------------
                     Oppenheimer Value Fund
               --------------------------------------------
               --------------------------------------------
                     Oppenheimer MidCap Fund
               --------------------------------------------
               --------------------------------------------
                     Oppenheimer Small- & Mid- Cap Value
                     Fund
               --------------------------------------------
               --------------------------------------------
                     Oppenheimer International Growth Fund
               --------------------------------------------
               --------------------------------------------
                     Oppenheimer International Value Fund
               --------------------------------------------
               --------------------------------------------
                     Oppenheimer Core Bond Fund
               --------------------------------------------
               --------------------------------------------
                     Oppenheimer Commodity Strategy Total
                     Return Fund
               --------------------------------------------


      The Underlying Funds' Investment Policies.  The Funds' Prospectus
includes the investment objective and a brief description of each of the
Underlying Funds. The Underlying Funds are currently: Oppenheimer Capital
Appreciation Fund ("Capital Appreciation Fund"), Oppenheimer Core Bond Fund
("Core Bond Fund"), Oppenheimer International Bond Fund ("International Bond
Fund"), Oppenheimer International Growth Fund ("International Growth Fund"),
International Value Fund ("International Value Fund") Oppenheimer Main Street
Fund ("Main Street Fund"), Oppenheimer MidCap Fund ("MidCap Fund"),
Oppenheimer Commodity Strategy Total Return Fund ("Commodity Strategy Total
Return Fund"), Oppenheimer Small- & Mid- Cap Value Fund ("Small- & Mid- Cap
Value Fund"), and Oppenheimer Value Fund ("Value Fund"). Set forth below is
supplemental information about the types of securities the Underlying Funds
may invest in, as well as strategies the Underlying Funds may use to try to
achieve their objectives. The charts below indicates some of the types of
securities and strategies that each of the Underlying Funds may use. The
choice of Underlying Funds, the objectives and investment policies of the
Underlying Funds and the Funds' allocations to the Underlying Funds may
change without notice to or approval of the Funds' shareholders.

---------------------------------------------------------------------------
                     Capital    Core     InternationaInternationInternational
                     AppreciatioBond                               Bond
                        Fund      Fund   Growth Fund Value Fund    Fund
---------------------------------------------------------------------------
---------------------------------------------------------------------------
Equity Securities
---------------------------------------------------------------------------
---------------------------------------------------------------------------
  Common Stock           X         X          X          X          X
---------------------------------------------------------------------------
---------------------------------------------------------------------------
  Preferred Stock        X         X          X          X          X
---------------------------------------------------------------------------
---------------------------------------------------------------------------
  Convertible            X         X          X          X          X
  Securities
---------------------------------------------------------------------------
---------------------------------------------------------------------------
  Rights                 X         X          X          X          X
---------------------------------------------------------------------------
---------------------------------------------------------------------------
  Warrants               X         X          X          X          X
---------------------------------------------------------------------------
---------------------------------------------------------------------------
  Growth Companies       X         -          X          -          -
---------------------------------------------------------------------------
---------------------------------------------------------------------------
  Value Companies        -         -          -          X          -
---------------------------------------------------------------------------
---------------------------------------------------------------------------
  Mid-Cap Companies      X         -          X          X          X
---------------------------------------------------------------------------
---------------------------------------------------------------------------
  Small-Cap              X         -          X          X          X
  Companies
---------------------------------------------------------------------------
---------------------------------------------------------------------------
  Unseasoned Issuers     X         -          X          X          -
---------------------------------------------------------------------------
---------------------------------------------------------------------------
  Cyclical               X         -          X          X          -
  Opportunities
---------------------------------------------------------------------------
---------------------------------------------------------------------------
  Real Estate            -         -          -          -          -
  Investment Trusts
  (REITs)
---------------------------------------------------------------------------
---------------------------------------------------------------------------
  Foreign Equity         X         X          X          X          X
  Securities
---------------------------------------------------------------------------
---------------------------------------------------------------------------
   Developing            -         X          X          X          X
   Markets
---------------------------------------------------------------------------
---------------------------------------------------------------------------
   Privatization         -         -          -          -          -
   Programs
---------------------------------------------------------------------------
---------------------------------------------------------------------------
  Investment Company     X         X          -          X          X
  Securities
---------------------------------------------------------------------------
---------------------------------------------------------------------------
Fixed Income
Securities
---------------------------------------------------------------------------
---------------------------------------------------------------------------
  Floating Rate          -         X          -          -          X
  Securities
---------------------------------------------------------------------------
---------------------------------------------------------------------------
  Variable Rate          -         X          -          -
  Securities
---------------------------------------------------------------------------
---------------------------------------------------------------------------
  Zero Coupon            -         X          -          -          X
  Securities
---------------------------------------------------------------------------
---------------------------------------------------------------------------
  Lower Grade Debt       -         X          X          X
  Securities
---------------------------------------------------------------------------
---------------------------------------------------------------------------
  Bank Obligations       -         X          X          X          X
  and Related
  Securities
---------------------------------------------------------------------------
---------------------------------------------------------------------------
  Loan                   -         X          -          -          X
  Participation
  Interests
---------------------------------------------------------------------------
---------------------------------------------------------------------------
  Master Demand          -         X          -          X
  Notes
---------------------------------------------------------------------------
---------------------------------------------------------------------------
  Foreign Debt           X         X          X          X          X
  Obligations
---------------------------------------------------------------------------
---------------------------------------------------------------------------
  U.S. Government        X         X          X          X          X
  Securities
---------------------------------------------------------------------------
---------------------------------------------------------------------------
   U.S. Treasury         X         X          X          X          X
   Obligations
---------------------------------------------------------------------------
---------------------------------------------------------------------------
   Government            X         X          X          X          X
   Agency
   Obligations
---------------------------------------------------------------------------
---------------------------------------------------------------------------
  Mortgage Related       -         X          -          -          X
  Securities
---------------------------------------------------------------------------
---------------------------------------------------------------------------
   Collateralized        -         X          -          X
   Mortgage
   Obligations
   (CMOs)
---------------------------------------------------------------------------
---------------------------------------------------------------------------
   Forward Rolls         -         X          -          -          X
---------------------------------------------------------------------------
---------------------------------------------------------------------------
   Stripped              -         X          -          -          X
   Mortgage Related
   Securities
---------------------------------------------------------------------------
---------------------------------------------------------------------------
   Mortgage Related      -         X          -          X          X
   Government
   Obligations
---------------------------------------------------------------------------
---------------------------------------------------------------------------
   Commercial            -         X          -          -          X
   Mortgage Related
   Obligations
---------------------------------------------------------------------------
---------------------------------------------------------------------------
  Asset Backed           -         X          -          -          X
  Securities
---------------------------------------------------------------------------
---------------------------------------------------------------------------
  Money Market           X         X          X          X
  Instruments
---------------------------------------------------------------------------
---------------------------------------------------------------------------
  Commercial Paper       -         X          -          X
---------------------------------------------------------------------------
---------------------------------------------------------------------------
Derivatives
---------------------------------------------------------------------------
---------------------------------------------------------------------------
  Futures                X         X          X          X          X
---------------------------------------------------------------------------
---------------------------------------------------------------------------
  Options                X         X          X          X          X
---------------------------------------------------------------------------
---------------------------------------------------------------------------
   Write Covered         X         X          X          X          X
   Calls
---------------------------------------------------------------------------
---------------------------------------------------------------------------
   Write Put Options     X         X          X          X          X
---------------------------------------------------------------------------
---------------------------------------------------------------------------
   Purchase Puts         X         X          X          X          X
   and Calls
---------------------------------------------------------------------------
---------------------------------------------------------------------------
   Foreign Currency      X         X          X          X          X
   Options
---------------------------------------------------------------------------
---------------------------------------------------------------------------
  Forward Contracts      X         X          X          X          X
---------------------------------------------------------------------------
---------------------------------------------------------------------------
  Interest Rate          -         X          -          -          X
  Swaps
---------------------------------------------------------------------------
---------------------------------------------------------------------------
  Total Return Swaps     -         -          X          -          X
---------------------------------------------------------------------------
---------------------------------------------------------------------------
  Swaptions              -         X          -          -          X
---------------------------------------------------------------------------
---------------------------------------------------------------------------
  Credit Derivatives     -         X          -          -          X
---------------------------------------------------------------------------
---------------------------------------------------------------------------
  Structured Notes       -         X          -          -          X
---------------------------------------------------------------------------
---------------------------------------------------------------------------
Other Investments
and Strategies
---------------------------------------------------------------------------
---------------------------------------------------------------------------
  Repurchase             X         X          X          X          X
  Agreements
---------------------------------------------------------------------------
---------------------------------------------------------------------------
  Reverse                -         -          X          -
  Repurchase
  Agreements
---------------------------------------------------------------------------
---------------------------------------------------------------------------
  When Issued            -         X          -          -          X
  Securities
---------------------------------------------------------------------------
---------------------------------------------------------------------------
  Delayed Delivery       -         X          -          -          X
  Securities
---------------------------------------------------------------------------
---------------------------------------------------------------------------
  Securities Lending     X         X          X          X          X
---------------------------------------------------------------------------
---------------------------------------------------------------------------
  Borrowing for          -         -          X          -          X
  Leverage
---------------------------------------------------------------------------
---------------------------------------------------------------------------
  Illiquid and           X         X          X          X          X
  Restricted
  Securities
---------------------------------------------------------------------------

---------------------------------------------------------------------------
                        Main         MidCap   Commodity  Small-   Value
                                                         & Mid-
                                              Strategy   Cap
                        Street                Total      Value
                           Fund       Fund      Return     Fund     Fund
---------------------------------------------------------------------------
---------------------------------------------------------------------------
Equity Securities
---------------------------------------------------------------------------
---------------------------------------------------------------------------
  Common Stock              X          X          -         X        X
---------------------------------------------------------------------------
---------------------------------------------------------------------------
  Preferred Stock           -          X          -         X        X
---------------------------------------------------------------------------
---------------------------------------------------------------------------
  Convertible               X          X          X         X        X
  Securities
---------------------------------------------------------------------------
---------------------------------------------------------------------------
  Rights                    X          X          -         X        X
---------------------------------------------------------------------------
---------------------------------------------------------------------------
  Warrants                  X          X          -         X        X
---------------------------------------------------------------------------
---------------------------------------------------------------------------
  Growth Companies          X          X          -         -        -
---------------------------------------------------------------------------
---------------------------------------------------------------------------
  Value Companies           X          -          -         X        X
---------------------------------------------------------------------------
---------------------------------------------------------------------------
  Mid-Cap Companies         X          X          -         X        X
---------------------------------------------------------------------------
---------------------------------------------------------------------------
  Small-Cap Companies       X          X          -         X        X
---------------------------------------------------------------------------
---------------------------------------------------------------------------
  Unseasoned Issuers        X          X          -         X        -
---------------------------------------------------------------------------
---------------------------------------------------------------------------
  Cyclical                  -          X          -         X        -
  Opportunities
---------------------------------------------------------------------------
---------------------------------------------------------------------------
  Real Estate               -          -          -         -        -
  Investment Trusts
  (REITs)
---------------------------------------------------------------------------
---------------------------------------------------------------------------
  Foreign Equity            X          X          X         X        X
  Securities
---------------------------------------------------------------------------
---------------------------------------------------------------------------
   Developing Markets       -          X          X         X        X
---------------------------------------------------------------------------
---------------------------------------------------------------------------
   Privatization            -          -          -         -        -
   Programs
---------------------------------------------------------------------------
---------------------------------------------------------------------------
  Investment Company        X          X          X         X        X
  Securities
---------------------------------------------------------------------------
---------------------------------------------------------------------------
Fixed Income Securities
---------------------------------------------------------------------------
---------------------------------------------------------------------------
  Floating Rate             -          -          X         -        X
  Securities
---------------------------------------------------------------------------
---------------------------------------------------------------------------
  Variable Rate             -          -          X         -        X
  Securities
---------------------------------------------------------------------------
---------------------------------------------------------------------------
  Zero Coupon               -          -          X         -        X
  Securities
---------------------------------------------------------------------------
---------------------------------------------------------------------------
  Lower Grade Debt          X          X          X         X        X
  Securities
---------------------------------------------------------------------------
---------------------------------------------------------------------------
  Bank Obligations and      -          -          X         X        X
  Related Securities
---------------------------------------------------------------------------
---------------------------------------------------------------------------
  Loan Participation        -          -          X         X        -
  Interests
---------------------------------------------------------------------------
---------------------------------------------------------------------------
  Master Demand Notes       -          -          X         X        X
---------------------------------------------------------------------------
---------------------------------------------------------------------------
  Foreign Debt              X          X          X         X        X
  Obligations
---------------------------------------------------------------------------
---------------------------------------------------------------------------
  U.S. Government           X          X          X         X        X
  Securities
---------------------------------------------------------------------------
---------------------------------------------------------------------------
   U.S. Treasury            X          X          X         X        X
   Obligations
---------------------------------------------------------------------------
---------------------------------------------------------------------------
   Government Agency        X          X          X         X        X
   Obligations
---------------------------------------------------------------------------
---------------------------------------------------------------------------
  Mortgage Related          -          -          X         -        X
  Securities
---------------------------------------------------------------------------
---------------------------------------------------------------------------
   Collateralized           -          -          X         -        X
   Mortgage
   Obligations (CMOs)
---------------------------------------------------------------------------
---------------------------------------------------------------------------
   Forward Rolls            -          -          X         -        -
---------------------------------------------------------------------------
---------------------------------------------------------------------------
   Stripped Mortgage        -          -          X         -        X
   Related Securities
---------------------------------------------------------------------------
---------------------------------------------------------------------------
   Mortgage Related         -          -          X         -        X
   Government
   Obligations
---------------------------------------------------------------------------
---------------------------------------------------------------------------
   Commercial Mortgage      -          -          X         -        -
   Related Obligations
---------------------------------------------------------------------------
---------------------------------------------------------------------------
  Asset Backed              -          -          X         -        -
  Securities
---------------------------------------------------------------------------
---------------------------------------------------------------------------
  Money Market              X          X          X         X        X
  Instruments
---------------------------------------------------------------------------
---------------------------------------------------------------------------
  Commercial Paper          X          -          X         X        X
---------------------------------------------------------------------------
---------------------------------------------------------------------------
Derivatives
---------------------------------------------------------------------------
---------------------------------------------------------------------------
  Futures                   X          X          X         X        X
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   Purchase Puts and        X          X          X         X        X
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Other Investments and
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  Repurchase Agreements     X          X          X         X        X
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  When Issued               X          -          X         X        X
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  Illiquid and              X          X          X         X        X
  Restricted Securities
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      The Funds and the Underlying Funds are not required to use all of these
investment techniques and strategies in seeking their objectives. They may
use some of the investment techniques and strategies only at certain times or
not at all.

      For more complete information about each Underlying Fund's investment
policies and strategies, please refer to each Underlying Fund's prospectus
and SAI. You may obtain a copy of an Underlying Fund's prospectus and SAI by
calling 1.800.225.5677, or by downloading it from the OppenheimerFunds, Inc.
website at www.oppenheimerfunds.com.



Equity Securities

Some of the Underlying Funds focus their investments in equity securities of
U.S. and/or foreign companies. Equity securities include common stocks,
preferred stocks, rights and warrants, and securities convertible into common
stock. Investments in equity securities may include stocks of companies of
all market capitalization ranges: small-cap, mid-cap and large-cap. Certain
of the Underlying Funds emphasize equity investments in one or more
capitalization ranges. Certain of the Underlying Funds pursue a "growth"
investing strategy, while others pursue a "value" investing policy.

      |X|...Preferred Stock.  Some of the Underlying Funds may invest in
preferred stock. Preferred stock, unlike common stock, has a stated dividend
rate payable from the corporation's earnings. Preferred stock dividends may
be cumulative or non-cumulative. "Cumulative" dividend provisions require all
or a portion of prior unpaid dividends to be paid before dividends can be
paid on the issuer's common stock. Preferred stock may be "participating"
stock, which means that it may be entitled to a dividend exceeding the stated
dividend in certain cases.

      If interest rates rise, the fixed dividend on preferred stocks may be
less attractive, causing the price of preferred stocks to decline. Preferred
stock may have mandatory sinking fund provisions, as well as provisions
allowing calls or redemptions prior to maturity, which can also have a
negative impact on prices when interest rates decline.

      Preferred stocks are equity securities because they do not constitute a
liability of the issuer and therefore do not offer the same degree of
assurance of continued income as debt securities. The rights of preferred
stock on distribution of a corporation's assets in the event of a liquidation
are generally subordinate to the rights associated with a corporation's debt
securities. Preferred stock generally has a preference over common stock on
the distribution of a corporation's assets in the event of liquidation of the
corporation.

      |X|...Convertible Securities.  Some of the Underlying Funds may invest
in convertible securities. Convertible securities are debt securities that
are convertible into an issuer's common stock. Convertible securities rank
senior to common stock in a corporation's capital structure and therefore are
subject to less risk than common stock in the case of the issuer's bankruptcy
or liquidation.

      The value of a convertible security is a function of its "investment
value" and its "conversion value." If the investment value exceeds the
conversion value, the security will behave more like a debt security and the
security's price will likely increase when prevailing interest rates fall and
decrease when prevailing interest rates rise. If the conversion value exceeds
the investment value, the security will behave more like an equity security.
In that case, it will likely sell at a premium over its conversion value and
its price will tend to fluctuate directly with the price of the underlying
security.

      While some convertible securities are a form of debt security, in
certain cases their conversion feature (allowing conversion into equity
securities) causes them to be regarded by the Manager more as "equity
equivalents." As a result, the credit rating assigned to the security might
have less impact on the Manager's investment decision with respect to
convertible securities than in the case of non-convertible fixed-income
securities. Convertible debt securities are subject to the credit risks and
interest rate risks described below in "Main Risks of Debt Securities."

      To determine whether convertible securities should be regarded as
"equity equivalents," the Manager may examine the following factors:

         (1)whether, at the option of the investor, the convertible security
            can be exchanged for a fixed number of shares of common stock of
            the issuer,
         (2)whether the issuer of the convertible securities has restated its
            earnings per share of common stock on a fully diluted basis
            (considering the effect of conversion of the convertible
            securities), and
         (3)the extent to which the convertible security may be a defensive
            "equity substitute," providing the ability to participate in any
            appreciation in the price of the issuer's common stock.

      |X|...Rights and Warrants. Some of the Underlying Funds may invest in
warrants or rights. For specific limitations on the Underlying Funds'
investments in rights and warrants, refer to the Statement of Additional
Information for each Underlying Fund.

      Warrants basically are options to purchase equity securities at
specific prices valid for a specific period of time. Their prices do not
necessarily move parallel to the prices of the underlying securities. Rights
are similar to warrants, but normally have a short duration and are
distributed directly by the issuer to its shareholders. Rights and warrants
have no voting rights, receive no dividends and have no rights with respect
to the assets of the issuer.

      |X|...Growth Companies. Some of the Underlying Funds invest in growth
companies. Growth companies are those companies that the Manager believes are
entering into growth cycles in their businesses, with the expectation that
their stock will increase in value. They may be established companies as well
as newer companies in the development stage.

      Growth companies may have a variety of characteristics that, in the
Manager's view, define them as "growth" issuers. They may be generating or
applying new technologies, new or improved distribution techniques or new
services. They may own or develop natural resources. They may be companies
that can benefit from changing consumer demands or lifestyles, or companies
that have projected earnings in excess of the average for their sector or
industry. In each case, they have prospects that the Manager believes are
favorable for the long term. The portfolio managers of the Underlying Funds
look for growth companies with strong, capable management sound financial and
accounting policies, successful product development and marketing and other
factors.

      |X|...Value Investing. In selecting equity investments, the portfolio
managers of certain Underlying Funds may use a value investing style. In
using a value approach, the portfolio managers seek stock and other equity
securities that appear to be temporarily undervalued, by various measures,
such as price/earnings ratios. Value investing seeks stocks having prices
that are low in relation to their real worth or future prospects, in the hope
that the portfolios will realize appreciation in the value of their holdings
when other investors realize the intrinsic value of the stock.

      Using value investing requires research as to the issuer's underlying
financial condition and prospects. Some of the measures used to identify
these securities include, among others:

o     Price/Earnings Ratio, which is the stock's price divided by its
            earnings per share. A stock having a price/earnings ratio lower
            than its historical range, or the market as a whole or that of
            similar companies may offer attractive investment opportunities.
o     Price/Book Value Ratio, which is the stock price divided by the book
            value of the company per share, which measures the company's
            stock price in relation to its asset value.
o     Discounted Future Value Analysis, which involves two steps: determining
            the probable value of the stock at a specific point in the future
            by researching the current and future prospects of the company;
            and then comparing the probable value to the current stock price
            to determine if the stock is sufficiently undervalued and if it
            offers an attractive return over the investment horizon.
o     Valuation of Assets, which compares the stock price to the value of the
            company's underlying assets, including their projected value in
            the marketplace and liquidation value.

      |X|   Small- and Mid-Cap Issuers.  Securities of small- and
mid-capitalization issuers may be subject to greater price volatility in
general than securities of large-cap issuers. Therefore, to the degree that
an Underlying Fund has investments in small- or mid-capitalization companies
at times of market volatility, its share prices may fluctuate more than a
fund that invests in the securities of large-capitalization companies. The
market capitalization ranges used by the Underlying Funds will vary from fund
to fund. For specific information on the market capitalization ranges and
types of investments in equity securities for an Underlying Fund, refer to
the prospectus and Statement of Information for each Underlying Fund.

      |X|   Investing in Small, Unseasoned Companies.  Some of the Underlying
Funds can invest in securities of small, unseasoned companies. These are
companies that have been in operation for less than three years, including
the operations of any predecessors. Securities of these companies may be
subject to volatility in their prices. They may have a limited trading
market, which may adversely affect an Underlying Fund's ability to dispose of
them and can reduce the price the Underlying Fund might be able to obtain for
them. Other investors that own a security issued by a small, unseasoned
issuer for which there is limited liquidity might trade the security when the
Underlying Fund is attempting to dispose of its holdings of that security. In
that case, an Underlying Fund might receive a lower price for its holdings
than might otherwise be obtained. For specific limitations on the Underlying
Fund's investments in small, unseasoned companies, refer to the Statement of
Additional Information for each Underlying Fund.

      |X|   Cyclical Opportunities.  Some of the Underlying Funds seek to
take advantage of changes in the business cycle by investing in companies
that are sensitive to those changes if the portfolio manager(s) of those
Underlying Funds believes they have growth potential. For example, when the
economy is expanding, companies in the consumer durable and technology
sectors might benefit and offer long-term growth opportunities. Other
cyclical industries include insurance, for example. Those Underlying Funds
focus on seeking growth over the long term, but could seek to take tactical
advantage of short-term market movements or events affecting particular
issuers or industries.

      |X|   Real Estate Investment Trusts (REITs). Some of the Underlying
Funds can invest in REITs, as well as real estate development companies and
operating companies. They can also buy shares of companies engaged in other
real estate businesses. REITs are trusts that sell shares to investors and
use the proceeds to invest in real estate. A REIT can focus on a particular
project, such as a shopping center or apartment complex, or may buy many
properties or properties located in a particular geographic region.

      To the extent a REIT focuses on a particular project, sector of the
real estate market or geographic region, its share price will be affected by
economic and political events affecting that project, sector or geographic
region. Property values may fall due to increasing vacancies or declining
rents resulting from unanticipated economic, legal, cultural or technological
developments. REIT prices also may drop because of the failure of borrowers
to pay their loans, a dividend cut, a disruption to the real estate
investment sales market, changes in federal or state taxation policies
affecting REITs, and poor management.

      |X|   Investing in Foreign Securities.  Some of the Underlying Funds
may invest in foreign securities. "Foreign securities" include equity and
debt securities issued or guaranteed by companies organized under the laws of
countries other than the United States and debt securities issued or
guaranteed by governments other than the U.S. government or by foreign
supra-national entities, such as the World Bank. They also include securities
of companies (including those that are located in the U.S. or organized under
U.S. law) that derive a significant portion of their revenue or profits from
foreign businesses, investments or sales, or that have a significant portion
of their assets abroad. Those securities may be traded on foreign securities
exchanges or in the foreign over-the-counter markets. Securities denominated
in foreign currencies issued by U.S. companies are also considered to be
"foreign securities." For specific information on the type of securities that
an Underlying Fund considers "foreign securities" and the limitations on the
total amount of assets of the Underlying Funds that can be invested in
foreign securities, refer to the prospectuses and statements of additional
information for the Underlying Funds.

      Securities of foreign issuers that are represented by American
Depository Receipts or that are listed on a U.S. securities exchange or
traded in the U.S. over-the-counter markets may be considered "foreign
securities" for the purpose of the Underlying Funds' investment allocations
because they are subject to some of the special considerations and risks,
discussed below, that apply to foreign securities traded and held abroad.

      Investing in foreign securities offers potential benefits not available
from investing solely in securities of domestic issuers. They include the
opportunity to invest in foreign issuers that appear to offer income
potential, or in foreign countries with economic policies or business cycles
different from those of the U.S., or to reduce fluctuations in portfolio
value by taking advantage of foreign securities markets that do not move in a
manner parallel to U.S. markets, or to benefit from the appreciation relative
to the U.S. Dollar of foreign currencies in which such securities may
denominated. The Underlying Funds will hold foreign currency only in
connection with the purchase or sale of foreign securities.

      |X|   Risks of Foreign Investing. Investments in foreign securities may
offer special opportunities for investing but also present special additional
risks and considerations not typically associated with investments in
domestic securities. Some of these additional risks are:

o     reduction of income by foreign taxes;
o     fluctuation in value of foreign investments due to changes in currency,
         rates or currency devaluation, or currency control regulations (for
         example, currency blockage);
o     transaction charges for currency exchange;
o     lack of public information about foreign issuers;
o     lack of uniform accounting, auditing and financial reporting standards
         in foreign countries comparable to those applicable to domestic
         issuers;
o     less volume on foreign exchanges than on U.S. exchanges;
o     greater volatility and less liquidity on foreign markets than in the
         U.S.;
o     less governmental regulation of foreign issuers, securities exchanges
         and brokers than in the U.S.;
o     greater difficulties in commencing lawsuits;
o     higher brokerage commission rates than in the U.S.;
o     increased risks of delays in settlement of portfolio transactions or
         loss of certificates for portfolio securities;
o     foreign withholding taxes;
o     possibilities in some countries of expropriation, confiscatory
         taxation, political, financial or social instability or adverse
         diplomatic developments; and
o     possible unfavorable differences between the U.S. economy and foreign
         economies.

      In the past, U.S. government policies have discouraged certain
investments abroad by U.S. investors, through taxation or other restrictions,
and it is possible that such restrictions could be re-imposed. Certain types
of foreign securities have other particular risks. The following information
describes some of the risks of particular foreign securities.

      |X|   Passive Foreign Investment Companies. Some securities of
      corporations domiciled outside the U.S. which the Underlying Funds may
      purchase, may be considered passive foreign investment companies
      ("PFICs") under U.S. tax laws. PFICs are those foreign corporations
      which generate primarily passive income. They tend to be growth
      companies or "start-up" companies. For federal tax purposes, a
      corporation is deemed a PFIC if 75% or more of the foreign
      corporation's gross income for the income year is passive income or if
      50% or more of its assets are assets that produce or are held to
      produce passive income. Passive income is further defined as any income
      to be considered foreign personal holding company income within the
      subpart F provisions defined by the Internal Revenue Code of 1986, as
      amended (the "Internal Revenue Code")ss.954.

      Investing in PFICs involves the risks associated with investing in
      foreign securities, as described above. There are also the risks that
      an Underlying Fund may not realize that a foreign corporation it
      invests in is a PFIC for federal tax purposes. Federal tax laws impose
      severe tax penalties for failure to properly report investment income
      from PFICs. Following industry standards, the Underlying Funds make
      every effort to ensure compliance with federal tax reporting of these
      investments. PFICs are considered foreign securities for the purposes
      of the Underlying Funds' minimum percentage requirements or limitations
      of investing in foreign securities.

      Subject to the limits under the Investment Company Act of 1940 (the
      "Investment Company Act"), the Underlying Funds may also invest in
      foreign mutual funds which are also deemed PFICs (since nearly all of
      the income of a mutual fund is generally passive income). Investing in
      these types of PFICs may allow exposure to various countries because
      some foreign countries limit, or prohibit, all direct foreign
      investment in the securities of companies domiciled therein.

      In addition to bearing their proportionate share of a Fund's expenses
      (management fees and operating expenses), shareholders will also
      indirectly bear similar expenses of such entities. Additional risks of
      investing in other investment companies are described below under
      "Investment in Other Investment Companies."

      |X|        Special Risks of Emerging and Developing Markets. Emerging
      and developing markets abroad may also offer special opportunities for
      investing but have greater risks than more developed foreign markets,
      such as those in Europe, Canada, Australia, New Zealand and Japan.
      There may be even less liquidity in their securities markets, and
      settlements of purchases and sales of securities may be subject to
      additional delays. They are subject to greater risks of limitations on
      the repatriation of income and profits because of currency restrictions
      imposed by local governments. Those countries may also be subject to
      the risk of greater political and economic instability, which can
      greatly affect the volatility of prices of securities in those
      countries. The Underlying Funds' Manager will consider these factors
      when evaluating securities in these markets. For specific limitations
      on the Underlying Funds' investments in emerging and developing
      markets, refer to the Statement of Additional Information for each
      Underlying Fund.

         o  Settlement of Transactions. Settlement procedures in developing
            markets may differ from those of more established securities
            markets. Settlements may also be delayed by operational problems.
            Securities issued by developing countries and by issuers located
            in those countries may be subject to extended settlement periods.
            Delays in settlement could result in temporary periods during
            which a portion of an Underlying Fund's assets is uninvested and
            no return is earned on those assets. The inability of an
            Underlying Fund to make intended purchases of securities due to
            settlement problems could cause an Underlying Fund to miss
            investment opportunities. An Underlying Fund could suffer losses
            from the inability to dispose of portfolio securities due to
            settlement problems. As a result there could be subsequent
            declines in the value of the portfolio security, a decrease in
            the level of liquidity of an Underlying Fund's portfolio or, if
            an Underlying Fund has entered into a contract to sell the
            security, a possible liability to the purchaser.

         o  Price Volatility. Securities prices in developing markets may be
            significantly more volatile than is the case in more developed
            nations of the world. In particular, countries with emerging
            markets may have relatively unstable governments. That presents
            the risk of nationalization of businesses, restrictions on
            foreign ownership or prohibitions of repatriation of assets.
            These countries may have less protection of property rights than
            more developed countries. The economies of developing countries
            may be predominantly based on only a few industries and, as such,
            may be highly vulnerable to changes in local or global trade
            conditions.

         o  Less Developed Securities Markets. Developing market countries
            may have less well-developed securities markets and exchanges.
            Consequently they have lower trading volume than the securities
            markets of more developed countries. These markets may be unable
            to respond effectively to increases in trading volume. Therefore,
            prompt liquidation of substantial portfolio holdings may be
            difficult at times. As a result, these markets may be
            substantially less liquid than those of more developed countries,
            and the securities of issuers located in these markets may have
            limited marketability.

         o  Government Restrictions. In certain developing countries,
            government approval may be required for the repatriation of
            investment income, capital or the proceeds of sales of securities
            by foreign investors, such as an Underlying Fund. Also, a
            government might impose temporary restrictions on remitting
            capital abroad if the country's balance of payments deteriorates,
            or it might do so for other reasons. If government approval were
            delayed or refused, an Underlying Fund could be adversely
            affected. Additionally, an Underlying Fund could be adversely
            affected by the imposition of restrictions on investments by
            foreign entities.

         o  Privatization Programs. The governments in some developing
            countries have been engaged in programs to sell all or part of
            their interests in government-owned or controlled enterprises.
            Privatization programs may offer opportunities for significant
            capital appreciation, and the Manager may invest Underlying Funds
            assets in privatization programs in what it considers to be
            appropriate circumstances. In certain developing countries, the
            ability of foreign entities such as an Underlying Fund to
            participate in privatization programs may be limited by local
            law. Additionally, the terms on which an Underlying Fund might be
            permitted to participate may be less advantageous than those
            afforded local investors. There can be no assurance that
            privatization programs will be successful.

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

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



Debt Securities

      Some of the Underlying Funds invest in debt securities with differing
credit and maturity characteristics, and with fixed or floating interest
rates, to seek their objectives. Other Underlying Funds may invest in debt
securities for defensive purposes and/or for liquidity. Certain types of debt
securities in which the Underlying Funds may invest are described below. For
specific limitations on an Underlying Fund's investments in debt securities,
refer to the Statement of Additional Information for that fund.

      |X|   Floating Rate and Variable Rate Obligations. Some of the
securities that some of the Underlying Funds can purchase have variable or
floating interest rates The interest rate on a floating rate note is adjusted
automatically according to a stated prevailing market rate, such as a bank's
prime rate, the 91-day U.S. Treasury Bill rate, or some other standard. The
instrument's rate is adjusted automatically each time the base rate is
adjusted. The interest rates on variable rate obligations are adjusted at
stated periodic intervals.

      Generally, the changes in the interest rate on floating and variable
rate obligations 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.

      Floating rate and variable rate obligations 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, generally
not exceeding one year and upon no more than 30 days' notice. Variable rate
obligations may have a demand feature that allows an Underlying Fund to
tender the obligation to the issuer or a third party at certain times. The
tender may be at par value plus accrued interest, according to the terms of
the obligations. Floating rate notes may also have a feature that allows the
holder to receive payment prior to maturity. The issuer of a "demand"
obligation normally has a corresponding right to prepay the outstanding
principal amount of the note plus accrued interest after a given period. The
issuer usually must provide a specified number of days' notice to the holder.

      The floating rate and variable rate obligations in which an Underlying
Fund may invest generally must meet the credit quality requirements of that
fund. The Manager may determine that an unrated floating rate or variable
rate obligation meets an Underlying Fund's quality standards by reason of
being backed by a letter of credit or guarantee issued by a bank that meets
those quality standards.

      |X|   Zero Coupon Securities. An Underlying Fund may buy zero-coupon,
delayed interest and "stripped" securities. Stripped securities are debt
securities whose interest coupons are separated from the security and sold
separately. An Underlying Fund can buy different types of zero-coupon or
stripped securities, including, among others, foreign debt securities and
U.S. Treasury notes or bonds that have been stripped of their interest
coupons, U.S. Treasury bills issued without interest coupons, and
certificates representing interests in stripped securities.

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

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

      An Underlying Fund's investment in zero-coupon securities may cause it
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 Underlying 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 the Underlying Fund's
shares.

      |X|   Lower-Grade Debt Securities. "Lower-grade" debt securities are
those rated below "investment grade," which means they have a rating lower
than "Baa" by Moody's Investors Service ("Moody's") or lower than "BBB" by
Standard & Poor's Rating Services ("S&P") or Fitch, Inc. ("Fitch"), or
similar ratings by other rating organizations. If they are unrated, and are
determined by an Underlying Fund's manager to be of comparable quality to
debt securities rated below investment grade, they are considered part of the
Underlying Fund's portfolio of lower-grade securities. International Bond
Fund and Global Opportunities Fund can invest in securities rated as low as
"C" or "D" or which may be in default at the time of purchase. A description
of the debt security ratings categories of the principal rating organizations
is included in Appendix A to this Statement of Additional Information.

      Because lower-grade debt securities tend to offer higher yields than
investment-grade securities, an Underlying Fund might invest in lower-grade
securities if its manager is trying to achieve higher income. For specific
limitations on the Underlying Funds' investments in lower-grade debt
securities, refer to the Statement of Additional Information for each
Underlying Fund.

      |X|   Bank Obligations and Securities That Are Secured By Them. Some of
the Underlying Funds can invest in bank obligations, including time deposits,
certificates of deposit, and bankers' acceptances. They must be either
obligations of a domestic bank with total assets of at least $1 billion or
obligations of a foreign bank with total assets of at least U.S. $1 billion.
Those Underlying Funds may also invest in instruments secured by bank
obligations (for example, debt which is guaranteed by the bank). For purposes
of this policy, the term "bank" includes commercial banks, savings banks, and
savings and loan associations that may or may not be members of the Federal
Deposit Insurance Corporation.

      Time deposits are non-negotiable deposits in a bank for a specified
period of time at a stated interest rate. They may or may not be subject to
withdrawal penalties. However, time deposits that are subject to withdrawal
penalties, other than those maturing in seven days or less, are subject to
the limitation on investments by the Underlying Funds in illiquid investments.

      Bankers' acceptances are marketable short-term credit instruments used
to finance the import, export, transfer or storage of goods. They are deemed
"accepted" when a bank guarantees their payment at maturity.

      |X|   Loan Participation Interests. Some of the Underlying Funds can
invest in participation interests, subject to the Underlying Funds'
limitations on investments in illiquid investments. A participation interest
is an undivided interest in a loan made by the issuing financial institution
in the proportion that the buyer's participation interest bears to the total
principal amount of the loan. The issuing financial institution may have no
obligation to an Underlying Fund other than to pay the Underlying Fund the
proportionate amount of the principal and interest payments it receives. For
specific limitations on the Underlying Funds' investments in participation
interests, refer to the Statement of Additional Information for each
Underlying Fund.

      Participation interests are primarily dependent upon the
creditworthiness of the borrowing corporation, which is obligated to make
payments of principal and interest on the loan. There is a risk that a
borrower may have difficulty making payments. If a borrower fails to pay
scheduled interest or principal payments, an Underlying Fund could experience
a reduction in its income. The value of that participation interest might
also decline, which could affect the net asset value of an Underlying Fund's
shares. If the issuing financial institution fails to perform its obligations
under the participation agreement, an Underlying Fund might incur costs and
delays in realizing payment and suffer a loss of principal and/or interest.

      |X|   Master Demand Notes. Master demand notes are corporate
obligations that permit the investment of fluctuating amounts by some
Underlying Funds at varying rates of interest under direct arrangements
between an Underlying Fund, as lender, and the borrower. They permit daily
changes in the amounts borrowed. An Underlying Fund has the right to increase
the amount under the note at any time up to the full amount provided by the
note agreement, or to decrease the amount. The borrower may prepay up to the
full amount of the note without penalty. These notes may or may not be backed
by bank letters of credit.

      Because these notes are direct lending arrangements between the lender
and borrower, it is not expected that there will be a trading market for
them. There is no secondary market for these notes, although they are
redeemable (and thus are immediately repayable by the borrower) at principal
amount, plus accrued interest, at any time. Accordingly, an Underlying Fund's
right to redeem such notes is dependent upon the ability of the borrower to
pay principal and interest on demand. For specific limitations on an
Underlying Fund's investments in these notes, refer to the Underlying Fund's
Statement of Additional Information.

      The Underlying Funds may have no limitations on the type of issuer from
whom these notes will be purchased. However, in connection with such
purchases and on an ongoing basis, the Manager will consider the earning
power, cash flow and other liquidity ratios of the issuer, and its ability to
pay principal and interest on demand, including a situation in which all
holders of such notes made demand simultaneously. Investments in master
demand notes may be subject to the limitation on investments by an Underlying
Fund in illiquid securities, described in the Underlying Fund's prospectus
and SAI.

      |X|   Foreign Debt Obligations. Some of the Underlying Funds can invest
in obligations issued by foreign governments and private foreign issuers.

        Foreign Sovereign Debt Obligations. The debt obligations of a
      foreign government and its agencies and instrumentalities may or may
      not be supported by the full faith and credit of the foreign
      government.

      Some of the Underlying Funds also can buy securities issued by certain
      "supra-national" entities, which include entities designated or
      supported by various governments to promote economic reconstruction or
      development, international banking organizations and related government
      agencies. Examples are the International Bank for Reconstruction and
      Development (commonly called the "World Bank"), the Asian Development
      Bank and the Inter-American Development Bank.

      The governmental members of these supra-national entities are
      "stockholders" that typically make capital contributions and may be
      committed to make additional capital contributions if the entity is
      unable to repay its borrowings. A supra-national entity's lending
      activities may be limited to a percentage of its total capital,
      reserves and net income. There can be no assurance that the constituent
      foreign governments will continue to be able or willing to honor their
      capitalization commitments for those entities.

        Brady Bonds. Some of the Underlying Funds can invest in U.S.
      dollar-denominated "Brady Bonds." These foreign debt obligations may be
      fixed-rate par bonds or floating-rate discount bonds. They are
      generally collateralized in full as to repayment of principal at
      maturity by U.S. Treasury zero-coupon obligations that have the same
      maturity as the Brady Bonds. Brady Bonds can be viewed as having three
      or four valuation components: (i) the collateralized repayment of
      principal at final maturity; (ii) the collateralized interest payments;
      (iii) the uncollateralized interest payments; and (iv) any
      uncollateralized repayment of principal at maturity. Those
      uncollateralized amounts constitute what is called the "residual risk."

      If there is a default on collateralized Brady Bonds resulting in
      acceleration of the payment obligations of the issuer, the zero-coupon
      U.S. Treasury securities held as collateral for the payment of
      principal will not be distributed to investors, nor will those
      obligations be sold to distribute the proceeds. The collateral will be
      held by the collateral agent to the scheduled maturity of the defaulted
      Brady Bonds. The defaulted bonds will continue to remain outstanding,
      and the face amount of the collateral will equal the principal payments
      which would have then been due on the Brady Bonds in the normal course.
      Because of the residual risk of Brady Bonds and the history of defaults
      with respect to commercial bank loans by public and private entities of
      countries issuing Brady Bonds, Brady Bonds are considered speculative
      investments.

      |X|   U.S. Government Securities. Some of the Underlying Funds may
invest in U.S. government securities. These are securities issued or
guaranteed by the U.S. Treasury or other U.S. government agencies or
federally-chartered corporate entities referred to as "instrumentalities."
The obligations of U.S. government agencies or instrumentalities in which the
Underlying Funds can invest may or may not be guaranteed or supported by the
"full faith and credit" of the United States. "Full faith and credit" means
generally that the taxing power of the U.S. government is pledged to the
payment of interest and repayment of principal on a security. If a security
is not backed by the full faith and credit of the United States, the owner of
the security must look principally to the agency issuing the obligation for
repayment. The owner might not be able to assert a claim against the United
States if the issuing agency or instrumentality does not meet its commitment.

      ?  U.S. Treasury Obligations. These include Treasury bills (which have
      maturities of one year or less when issued), Treasury notes (which have
      maturities of more than one year and up to ten years when issued), and
      Treasury bonds (which have maturities of more than ten years when
      issued). Treasury securities are backed by the full faith and credit of
      the United States as to timely payments of interest and repayments of
      principal. Other U.S. Treasury obligations the Underlying Funds can buy
      include U.S. Treasury securities that have been "stripped" by a Federal
      Reserve Bank, zero-coupon U.S. Treasury securities described below, and
      Treasury Inflation-Protection Securities ("TIPS").

      ?  Obligations Issued or Guaranteed by U.S. Government Agencies or
      Instrumentalities. These include direct obligations and
      mortgage-related securities that have different levels of credit
      support from the government. Some are supported by the full faith and
      credit of the U.S. government, such as Government National Mortgage
      Association pass-through mortgage certificates (called "Ginnie Maes").
      Some are supported by the right of the issuer to borrow from the U.S.
      Treasury under certain circumstances, such as Federal National Mortgage
      Association bonds and Federal Home Loan Mortgage Corporation
      obligations.

      |X|   Mortgage-Related Securities. Some of the Underlying Funds can
invest in mortgage-related securities. Mortgage-related securities are a form
of derivative investment collateralized by pools of commercial or residential
mortgages. Pools of mortgage loans are assembled as securities for sale to
investors by government agencies or entities or by private issuers. These
securities include collateralized mortgage obligations ("CMOs"), mortgage
pass-through securities, stripped mortgage pass-through securities, interests
in real estate mortgage investment conduits ("REMICs") and other real
estate-related securities.

      Mortgage-related securities that are issued or guaranteed by agencies
or instrumentalities of the U.S. government have relatively little credit
risk (depending on the nature of the issuer) but are subject to interest rate
risks and prepayment risks, as described in the Prospectus.

      As with other debt securities, the prices of mortgage-related
securities tend to move inversely to changes in interest rates. Some of the
Underlying Funds can buy mortgage-related securities that have interest rates
that move inversely to changes in general interest rates, based on a multiple
of a specific index. Although the value of a mortgage-related security may
decline when interest rates rise, the converse is not always the case.

        Collateralized Mortgage Obligations. Collateralized mortgage
      obligations or CMOs, are multi-class bonds that are backed by pools of
      mortgage loans or mortgage pass-through certificates. They may be
      collateralized by:

o     pass-through certificates issued or guaranteed by Government National
               Mortgage Association (GNMA), Federal National Mortgage
               Association (FNMA), or Federal Home Loan Mortgage Corporation
               (FHLMC),
o     unsecuritized mortgage loans insured by the Federal Housing
               Administration or guaranteed by the Department of Veterans'
               Affairs,
o     unsecuritized conventional mortgages,
o     other mortgage-related securities, or
o     any combination of these.

      Each class of CMO, referred to as a "tranche," is issued at a specific
      coupon rate and has a stated maturity or final distribution date.
      Principal prepayments on the underlying mortgages may cause the CMO to
      be retired much earlier than the stated maturity or final distribution
      date. The principal and interest on the underlying mortgages may be
      allocated among the several classes of a series of a CMO in different
      ways. One or more tranches may have coupon rates that reset
      periodically at a specified increase over an index. These are floating
      rate CMOs, and typically have a cap on the coupon rate. Inverse
      floating rate CMOs have a coupon rate that moves in the reverse
      direction to an applicable index. The coupon rate on these CMOs will
      increase as general interest rates decrease. These are usually much
      more volatile than fixed rate CMOs or floating rate CMOs.

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

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

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

      ?  "Stripped" Mortgage Related Securities. Some of the Underlying Funds
      may invest in stripped mortgage-related securities that are created by
      segregating the cash flows from underlying mortgage loans or mortgage
      securities to create two or more new securities. Each has a specified
      percentage of the underlying security's principal or interest payments.
      These are a form of derivative investment.

      Mortgage securities may be partially stripped so that each class
      receives some interest and some principal. However, they may be
      completely stripped. In that case all of the interest is distributed to
      holders of one type of security, known as an "interest-only" security,
      or "I/O," and all of the principal is distributed to holders of another
      type of security, known as a "principal-only" security or "P/O." Strips
      can be created for pass through certificates or CMOs.

      The yields to maturity of I/Os and P/Os are very sensitive to principal
      repayments (including prepayments) on the underlying mortgages. If the
      underlying mortgages experience greater than anticipated prepayments of
      principal, the Underlying Fund might not fully recoup its investment in
      an I/O based on those assets. If underlying mortgages experience less
      than anticipated prepayments of principal, the yield on the P/Os based
      on them could decline substantially. The market for some of these
      securities may be limited, making it difficult for an Underlying Fund
      to dispose of its holdings at an acceptable price.

        Mortgage-Related U.S. Government Securities. These include interests
      in pools of residential or commercial mortgages, in the form of
      collateralized mortgage obligations and other "pass-through" mortgage
      securities. CMOs that are U.S. government securities have collateral to
      secure payment of interest and principal. They may be issued in
      different series with different interest rates and maturities. The
      collateral is either in the form of mortgage pass-through certificates
      issued or guaranteed by a U.S. agency or instrumentality or mortgage
      loans insured by a U.S. government agency. For specific limitations on
      the Underlying Funds' investments in mortgage-related U.S. government
      securities, refer to the Statement of Additional Information for each
      Underlying Fund.

      The prices and yields of CMOs are determined, in part, by assumptions
      about the cash flows from the rate of payments of the underlying
      mortgages. Changes in interest rates may cause the rate of expected
      prepayments of those mortgages to change. In general, prepayments
      increase when general interest rates fall and decrease when interest
      rates rise.

      If prepayments of mortgages underlying a CMO occur faster than expected
      when interest rates fall, the market value and yield of the CMO will be
      reduced. Additionally, an Underlying Fund may have to reinvest the
      prepayment proceeds in other securities paying interest at lower rates,
      which could reduce that Underlying Funds' yield.

      When interest rates rise rapidly, if prepayments occur more slowly than
      expected, a short- or medium-term CMO can in effect become a long-term
      security, subject to greater fluctuations in value. These are the
      prepayment risks described above and can make the prices of CMOs very
      volatile when interest rates change. The prices of longer-term debt
      securities tend to fluctuate more than those of shorter-term debt
      securities. That volatility will affect the Underlying Funds' share
      prices.

        GNMA Certificates (Ginnie Mae). The GNMA is a wholly-owned corporate
         instrumentality of the United States within the U.S. Department of
         Housing and Urban Development. GNMA's principal programs involve its
         guarantees of privately-issued securities backed by pools of
         mortgages. Ginnie Maes are debt securities representing an interest
         in one or a pool of mortgages that are insured by the Federal
         Housing Administration or the Farmers Home Administration or
         guaranteed by the Veterans Administration.

         The Ginnie Maes in which some of the Underlying Funds invest are of
         the "fully modified pass-through" type. They provide that the
         registered holders of the Certificates will receive timely monthly
         payments of the pro-rata share of the scheduled principal payments
         on the underlying mortgages, whether or not those amounts are
         collected by the issuers. Amounts paid include, on a pro rata basis,
         any prepayment of principal of such mortgages and interest (net of
         servicing and other charges) on the aggregate unpaid principal
         balance of the Ginnie Maes, whether or not the interest on the
         underlying mortgages has been collected by the issuers.

         The Ginnie Maes purchased by the Underlying Funds are guaranteed as
         to timely payment of principal and interest by GNMA. In giving that
         guaranty, GNMA expects that payments received by the issuers of
         Ginnie Maes on account of the mortgages backing the Certificates
         will be sufficient to make the required payments of principal of and
         interest on those Ginnie Maes. However, if those payments are
         insufficient, the guaranty agreements between the issuers of the
         Ginnie Maes and GNMA require the issuers to make advances sufficient
         for the payments. If the issuers fail to make those payments, GNMA
         will do so.

         Under federal law, the full faith and credit of the United States is
         pledged to the payment of all amounts that may be required to be
         paid under any guaranty issued by GNMA as to such mortgage pools. An
         opinion of an Assistant Attorney General of the United States, dated
         December 9, 1969, states that such guaranties "constitute general
         obligations of the United States backed by its full faith and
         credit." GNMA is empowered to borrow from the United States Treasury
         to the extent necessary to make any payments of principal and
         interest required under those guaranties.

         Ginnie Maes are backed by the aggregate indebtedness secured by the
         underlying FHA-insured, FMHA-insured or VA-guaranteed mortgages.
         Except to the extent of payments received by the issuers on account
         of such mortgages, Ginnie Maes do not constitute a liability of
         those issuers, nor do they evidence any recourse against those
         issuers. Recourse is solely against GNMA. Holders of Ginnie Maes
         (such as the Underlying Funds) have no security interest in or lien
         on the underlying mortgages.

         Monthly payments of principal will be made, and additional
         prepayments of principal may be made, to the Underlying Funds with
         respect to the mortgages underlying the Ginnie Maes held by the
         Underlying Funds. All of the mortgages in the pools relating to the
         Ginnie Maes in the Underlying Funds are subject to prepayment
         without any significant premium or penalty, at the option of the
         mortgagors. While the mortgages on 1-to-4-family dwellings
         underlying certain Ginnie Maes have a stated maturity of up to
         thirty (30) years, it has been the experience of the mortgage
         industry that the average life of comparable mortgages, as a result
         of prepayments, refinancing and payments from foreclosures, is
         considerably less.

        FNMA Certificates ("Fannie Mae"). FNMA, a federally-chartered and
         privately-owned corporation, issues FNMA Certificates which are
         backed by a pool of mortgage loans. FNMA guarantees to each
         registered holder of a FNMA Certificate that the holder will receive
         amounts representing the holder's proportionate interest in
         scheduled principal and interest payments, and any principal
         prepayments, on the mortgage loans in the pool represented by such
         Certificate, less servicing and guarantee fees, and the holder's
         proportionate interest in the full principal amount of any
         foreclosed or other liquidated mortgage loan. In each case the
         guarantee applies whether or not those amounts are actually
         received. The obligations of FNMA under its guarantees are
         obligations solely of FNMA and are not backed by the full faith and
         credit of the United States or any of its agencies or
         instrumentalities other than FNMA.

        FHLMC Certificates. FHLMC, a corporate instrumentality of the United
         States, issues FHLMC Certificates representing interests in mortgage
         loans. FHLMC guarantees to each registered holder of a FHLMC
         Certificate timely payment of the amounts representing a holder's
         proportionate share of:

o     interest payments less servicing and guarantee fees,
o     principal prepayments, and
o     the ultimate collection of amounts representing the holder's
               proportionate interest in principal payments on the mortgage
               loans in the pool represented by the FHLMC Certificate, in
               each case whether or not such amounts are actually received.

         The obligations of FHLMC under its guarantees are obligations solely
         of FHLMC and are not backed by the full faith and credit of the
         United States.

        Commercial (Privately-Issued) Mortgage Related Securities. Some of
      the Underlying Funds can invest in commercial mortgage-related
      securities issued by private entities. Generally these are multi-class
      debt or pass-through certificates secured by mortgage loans on
      commercial properties. They are subject to the credit risk of the
      issuer. These securities typically are structured to provide protection
      to investors in senior classes from possible losses on the underlying
      loans. They do so by having holders of subordinated classes take the
      first loss if there are defaults on the underlying loans. They may also
      be protected to some extent by guarantees, reserve funds or additional
      collateralization mechanisms.

      |X|   Asset-Backed Securities. Some of the Underlying Funds may invest
in asset-backed securities. Asset-backed securities are fractional interests
in pools of assets, typically accounts receivable or consumer loans. They are
issued by trusts or special-purpose corporations. These securities are
subject to prepayment risks and the risk of default by the issuer as well as
by the borrowers of the underlying loans in the pool. They are similar to
mortgage-related securities, described above, and are backed by a pool of
assets that consist of obligations of individual borrowers. The income from
the pool is passed through to the holders of participation interest in the
pools. The pools may offer a credit enhancement, such as a bank letter of
credit, to try to reduce the risks that the underlying debtors will not pay
their obligations when due. However, the enhancement, if any, might not be
for the full par value of the security. If the enhancement is exhausted and
any required payments of interest or repayments of principal are not made, an
Underlying Fund could suffer losses on its investment or delays in receiving
payment.

      The value of an asset-backed security is affected by changes in the
market's perception of the asset backing the security, the creditworthiness
of the servicing agent for the loan pool, the originator of the loans, or the
financial institution providing any credit enhancement, and is also affected
if any credit enhancement has been exhausted. The risks of investing in
asset-backed securities are ultimately related to payment of consumer loans
by the individual borrowers. As a purchaser of an asset-backed security, an
Underlying Fund would generally have no recourse to the entity that
originated the loans in the event of default by a borrower. The underlying
loans are subject to prepayments, which may shorten the weighted average life
of asset-backed securities and may lower their return, in the same manner as
in the case of mortgage-backed securities and CMOs.

      |X|   Money Market and Other Short-Term Debt Obligations.  Some of the
Underlying Funds can invest in a variety of high quality money market
instruments and other short-term debt obligations, under both normal market
conditions and for defensive purposes. Money market securities are
high-quality, short-term debt instruments that are issued by the U.S.
government, corporations, banks or other entities. They may have fixed,
variable or floating interest rates. The following is a brief description of
the types of money market securities and short-term debt obligations the
Underlying Funds can invest in.

        Bank Obligations. Some of the Underlying Funds can buy time
      deposits, certificates of deposit and bankers' acceptances. They must
      be:

o     obligations issued or guaranteed by a domestic bank or foreign bank
               (including a foreign branch of a domestic bank) having total
               assets of at least U.S. $1 billion,
o     banker's acceptances (which may or may not be supported by letters of
               credit) only if guaranteed by a U.S. commercial bank with
               total assets of at least U.S. $1 billion.

      Some of the Underlying Funds can make time deposits. These are
      non-negotiable deposits in a bank for a specified period of time. They
      may be subject to early withdrawal penalties. Time deposits that are
      subject to early withdrawal penalties are subject to an Underlying
      Fund's limits on illiquid investments. "Banks" include commercial
      banks, savings banks and savings and loan associations.

        Commercial Paper. Some of the Underlying Funds can invest in
      commercial paper if it is rated within the top three rating categories
      of S&P and Moody's or other rating organizations. If the paper is not
      rated, it may be purchased if the Underlying Funds' manager determines
      that it is comparable to rated commercial paper in the top three rating
      categories of national rating organizations.

      Some of the Underlying Funds can buy commercial paper that is not in
      the top three rating categories (including U.S. dollar-denominated
      securities of foreign branches of U.S. banks) if the commercial paper
      is guaranteed as to principal and interest by a bank, government or
      corporation whose certificates of deposit or commercial paper may
      otherwise be purchased by an Underlying Fund.



Main Risks of Debt Securities

      In general, debt securities are subject to two primary types of risk:
credit risk and interest rate risk. The values of debt securities may be
affected by changes in the market's perception of the likely direction of
interest rates and/or the creditworthiness of the entity issuing or
guaranteeing a security. Their values may also be affected by changes in
government regulations and tax policies.

      |X|   Credit Risk. Credit risk relates to the ability of the issuer to
meet interest or principal payments or both as they become due. In general,
lower-grade, higher-yield bonds are subject to credit risk to a greater
extent than lower-yield, higher-quality bonds.

      Some of the Underlying Funds' investments are investment-grade debt
securities and U.S. government securities. U.S. government securities,
although unrated, are generally considered to be equivalent to securities in
the highest rating categories. Investment-grade bonds are bonds that are
rated at least "Baa" by Moody's, or at least "BBB" by S&P and Fitch, or have
comparable ratings by another nationally-recognized rating organization.

      While securities rated "Baa" by Moody's or "BBB" by S&P and Fitch are
investment grade and are not regarded as junk bonds, those securities may be
subject to special risks and have some speculative characteristics.
Definitions of the debt security ratings categories of Moody's, S&P, and
Fitch are included in Appendix A to this Statement of Additional Information.

      Some of the Underlying Funds also buy non-investment-grade debt
securities (commonly referred to as "junk bonds"). "Lower-grade" debt
securities are those rated below "investment grade," which means they have a
rating lower than "Baa" by Moody's or lower than "BBB" by S&P or Fitch or
similar ratings by other nationally recognized rating organizations. If they
are unrated, and are determined by an Underlying Fund's manager to be of
comparable quality to debt securities rated below investment grade, they are
included in the limitation on the percentage of the Underlying Fund's assets
that can be invested in lower-grade securities.

      |X|   Interest Rate Risk. Interest rate risk refers to the fluctuations
in value of debt securities resulting from the inverse relationship between
price and yield. For example, an increase in prevailing interest rates will
tend to reduce the market value of already-issued debt securities, and a
decline in prevailing interest rates will tend to increase their value. In
addition, debt securities having longer maturities tend to offer higher
yields, but are subject to potentially greater fluctuations in value from
changes in interest rates than obligations having shorter maturities.

      Fluctuations in the market value of debt securities after an Underlying
Fund buys them will not affect the interest income payable on those
securities (unless the security pays interest at a variable rate pegged to
interest rate changes). However, those price fluctuations will be reflected
in the valuations of the securities, and therefore an Underlying Fund's net
asset values will be affected by those fluctuations.

      |X|   Special Risks of Lower-Grade Debt Securities. Because lower-grade
debt securities tend to offer higher yields than investment-grade securities,
an Underlying Fund might invest in lower-grade securities if its manager is
trying to achieve higher income. For specific limitations on Underlying
Funds' investments in lower-grade debt securities, refer to the Statement of
Additional Information for each Underlying Fund.

      "Lower-grade" debt securities are those rated below "investment grade,"
which means they have a rating lower than "Baa" by Moody's or lower than
"BBB" by S&P or Fitch, or similar ratings by other rating organizations. If
they are unrated, and are determined by an Underlying Fund's manager to be of
comparable quality to debt securities rated below investment grade, they are
considered part of the Underlying Fund's portfolio of lower-grade securities.
International Bond and Global Opportunities can invest in securities rated as
low as "C" or "D" or which may be in default at the time such Underlying Fund
buys them.

      Some of the special credit risks of lower-grade securities include the
following: There is a greater risk that the issuer may default on its
obligation to pay interest or to repay principal than in the case of
investment-grade securities. The issuer's low creditworthiness may increase
the potential for its insolvency. An overall decline in values in the high
yield bond market is also more likely during a period of a general economic
downturn. An economic downturn or an increase in interest rates could
severely disrupt the market for high yield bonds, adversely affecting the
values of outstanding bonds as well as the ability of issuers to pay interest
or repay principal.

      To the extent they can be converted into stock, convertible securities
may be less subject to some of the risks of volatility than non-convertible
high yield bonds, since stock may be more liquid and less affected by some of
these risk factors.

      |X|   Mortgage Prepayment and Extension Risks.  In periods of declining
interest rates, mortgages are more likely to be prepaid. As a result, a
mortgage-related security's maturity can be shortened by unscheduled
prepayments on the underlying mortgages. Therefore, it is not possible to
predict accurately the security's yield. The principal that is returned
earlier than expected may have to be reinvested in other investments having a
lower yield than the prepaid security. Therefore, these securities may be
less effective as a means of "locking in" attractive long-term interest
rates, and they may have less potential for appreciation during periods of
declining interest rates, than conventional bonds with comparable stated
maturities.

      Prepayment risks can lead to substantial fluctuations in the value of a
mortgage-related security. In turn, this can affect the value of the
Underlying Funds' shares. If a mortgage-related security has been purchased
at a premium, all or part of the premium an Underlying Fund paid may be lost
if there is a decline in the market value of the security, whether that
results from interest rate changes or prepayments on the underlying
mortgages. In the case of stripped mortgage-related securities, if they
experience greater rates of prepayment than were anticipated, an Underlying
Fund may fail to recoup its initial investment on the security.

      During periods of rapidly rising interest rates, prepayments of
mortgage-related securities may occur at slower than expected rates. Slower
prepayments effectively may lengthen a mortgage-related security's expected
maturity. Generally, that would cause the value of the security to fluctuate
more widely in response to changes in interest rates. If the prepayments on
the Underlying Funds' mortgage-related securities were to decrease broadly,
the Underlying Funds' effective duration and therefore its sensitivity to
interest rates, would increase.



Derivative Securities

      Many Underlying Funds can invest in a variety of derivative investments
to seek income, to seek income for liquidity needs or for hedging purposes.
Some derivative investments the Underlying Funds can use are the hedging
instruments described below in this Statement of Additional Information.
Segregated accounts will be maintained for all derivative transactions, to
the extent required by the Investment Company Act. For specific limitations,
if any, on the Underlying Funds' investments in derivatives, refer to the
Statement of Additional Information for each Underlying Fund.

      Among the derivative investments some of the Underlying Funds can
invest in are "index-linked" or "currency-linked" notes. Principal and/or
interest payments on index-linked notes depend on the performance of an
underlying index. Currency-indexed securities are typically short-term or
intermediate-term debt securities. Their value at maturity or the rates at
which they pay income are determined by the change in value of the U.S.
dollar against one or more foreign currencies or an index. In some cases,
these securities may pay an amount at maturity based on a multiple of the
amount of the relative currency movements. This type of index security offers
the potential for increased income or principal payments but at a greater
risk of loss than a typical debt security of the same maturity and credit
quality.

      Other derivative investments some of the Underlying Funds can use
include "debt exchangeable for common stock" of an issuer or "equity-linked
debt securities" of an issuer. At maturity, the debt security is exchanged
for common stock of the issuer or it is payable in an amount based on the
price of the issuer's common stock at the time of maturity. Both alternatives
present a risk that the amount payable at maturity will be less than the
principal amount of the debt because the price of the issuer's common stock
might not be as high as the Underlying Funds' manager expected.

      |X|   Using Derivatives for Hedging. Many Underlying Funds can use
derivative instruments for hedging, even if they do not use them in seeking
their objectives, to attempt to protect against declines in the market value
of the Underlying Funds' portfolios, to permit the Underlying Fund to retain
unrealized gains in the value of portfolio securities which have appreciated,
or to facilitate selling securities for investment reasons, those Underlying
Funds could:
o     sell futures contracts,
o     buy puts on futures or on securities, or
o     write covered calls on securities or futures. Covered calls may also be
               used to increase certain Underlying Funds' income.

      The Underlying Funds can use hedging to establish a position in the
securities market as a temporary substitute for purchasing particular
securities. In that case, the Underlying Fund would normally seek to purchase
the securities and then terminate the related hedging position. An Underlying
Fund might also use this type of hedge to attempt to protect against the
possibility that its portfolio securities would not be fully included in a
rise in value of the market. To do so an Underlying Fund could:

o     buy futures, or
o     buy calls on futures or on securities.

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

      |X|   Risks of Hedging with Options and Futures. The use of hedging
instruments requires special skills and knowledge of investment techniques
that are different than what is required for normal portfolio management. If
the Manager uses a hedging instrument at the wrong time or judges market
conditions incorrectly, hedging strategies may reduce the Underlying Fund's
return. The Underlying Fund could also experience losses if the prices of its
futures and options positions were not correlated with its other investments.

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

      An Underlying Fund could pay a brokerage commission each time it buys a
call or put, sells a call or put, or buys or sells an underlying investment
in connection with the exercise of a call or put. Those commissions could 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 an Underlying Fund's net asset value being
more sensitive to changes in the value of the underlying investment.

      If a covered call written by the Underlying Fund is exercised on an
investment that has increased in value, the Underlying 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.

      An option position may be closed out only on a market that provides
secondary trading for options of the same series, and there is no assurance
that a liquid secondary market will exist for any particular option. The
Underlying Fund might experience losses if it could not close out a position
because of an illiquid market for the future or option.

      There is a risk in using short hedging by selling futures or purchasing
puts on broadly-based indices or futures to attempt to protect against
declines in the value of the Underlying Fund's portfolio securities. The risk
is that the prices of the futures or the applicable index will correlate
imperfectly with the behavior of the cash prices of the Underlying Fund's
securities. For example, it is possible that while the Underlying Fund has
used hedging instruments in a short hedge, the market might advance and the
value of the securities held in the Underlying Fund's portfolio might
decline. If that occurred, the Underlying Fund would lose money on the
hedging instruments and also experience a decline in the value of its
portfolio securities. However, while this could occur for a very brief period
or to a very small degree, over time the value of a diversified portfolio of
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
Underlying Fund's portfolio diverges from the securities included in the
applicable index. To compensate for the imperfect correlation of movements in
the price of the portfolio securities being hedged and movements in the price
of the hedging instruments, the Underlying Fund might use hedging instruments
in a greater dollar amount than the dollar amount of portfolio securities
being hedged. It might do so if the historical volatility of the prices of
the portfolio securities being hedged is more than the historical volatility
of the applicable index.

      The ordinary spreads between prices in the cash and futures markets are
subject to distortions, due to differences in the nature of those markets.
First, all participants in the futures market are subject to margin deposit
and maintenance requirements. Rather than meeting additional margin deposit
requirements, investors may close futures contracts through offsetting
transactions which could distort the normal relationship between the cash and
futures markets. Second, the liquidity of the futures market depends on
participants entering into offsetting transactions rather than making or
taking delivery. To the extent participants decide to make or take delivery,
liquidity in the futures market could be reduced, thus producing distortion.
Third, from the point of view of speculators, the deposit requirements in the
futures market are less onerous than margin requirements in the securities
markets. Therefore, increased participation by speculators in the futures
market may cause temporary price distortions.

      An Underlying Fund may use hedging instruments to establish a position
in the securities markets as a temporary substitute for the purchase of
individual securities (long hedging) by buying futures and/or calls on such
futures, broadly-based indices or on securities. It is possible that when an
Underlying Fund does so the market might decline. If an Underlying Fund then
concludes not to invest in securities because of concerns that the market
might decline further or for other reasons, the Underlying Fund will realize
a loss on the hedging instruments that is not offset by a reduction in the
price of the securities purchased.

      |X|   Futures Contracts. Some of the Underlying Funds can buy and sell
futures contracts that relate to (1) broadly-based bond or other security
indices (these are referred to as "financial futures"); (2) commodity
contracts (these are referred to as "commodity futures"); (3) debt securities
(these are referred to as "interest rate futures"); (4) foreign currencies
(these are referred to as "forward contracts"); (5) individual stock (these
are referred to as "single stock futures"); (6) bond indices (these are
referred to as "bond index futures"); and (7) broadly-based stock indices
(these are referred to as "stock index futures"). For specific information on
the permitted type of futures contract for an Underlying Fund, refer to the
Statement of Additional Information for each Underlying Fund.

      A broadly-based stock index is used as the basis for trading stock
index futures. In some cases, these futures may be based on stocks of issuers
in a particular industry or group of industries. A stock index assigns
relative values to the securities included in the index and its value
fluctuates in response to the changes in value of the underlying securities.
A stock index cannot be purchased or sold directly. Bond index futures are
similar contracts based on the future value of the basket of securities that
comprise the index. These contracts obligate the seller to deliver, and the
purchaser to take, cash to settle the futures transaction. There is no
delivery made of the underlying securities to settle the futures obligation.
Either party may also settle the transaction by entering into an offsetting
contract.

      An interest rate future obligates the seller to deliver (and the
purchaser to take) cash or a specified type of debt security to settle the
futures transaction. Either party could also enter into an offsetting
contract to close out the position. Similarly, a single stock future
obligates the seller to deliver (and the purchaser to take) cash or a
specified equity security to settle the futures transaction. Either party
could also enter into an offsetting contract to close out the position.
Single stock futures trade on a very limited number of exchanges, with
contracts typically not fungible among the exchanges.

      Certain Underlying Funds may invest a portion of their assets in
commodity futures contracts. Commodity futures may be based upon commodities
within five main commodity groups: (1) energy, which includes crude oil,
natural gas, gasoline and heating oil; (2) livestock, which includes cattle
and hogs; (3) agriculture, which includes wheat, corn, soybeans, cotton,
coffee, sugar and cocoa; (4) industrial metals, which includes aluminum,
copper, lead, nickel, tin and zinc; and (5) precious metals, which includes
gold, platinum and silver. Those Underlying Funds may purchase and sell
commodity futures contracts, options on futures contracts and options and
futures on commodity indices with respect to these five main commodity groups
and the individual commodities within each group, as well as other types of
commodities.

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

      At any time prior to expiration of the future, an Underlying Fund may
elect to close out its position by taking an opposite position, at which time
a final determination of variation margin is made and any additional cash
must be paid by or released to the Underlying Funds. Any loss or gain on the
future is then realized by the Underlying Funds for tax purposes. All futures
transactions, except forward contracts, are effected through a clearinghouse
associated with the exchange on which the contracts are traded.

      |X|   Options. Some Underlying Funds can buy and sell certain kinds of
put options ("puts") and call options ("calls"). The Underlying Funds can buy
and sell exchange-traded and over-the-counter put and call options, including
index options, securities options, currency options, commodities options, and
options on the other types of futures described in this Statement of
Additional Information.

        Writing (Selling) Covered Call Options. Some Underlying Funds can
         write (that is, sell) covered calls. If an Underlying Fund sells a
         call option, it must be covered. That means the Underlying Fund must
         own the security subject to the call while the call is outstanding,
         or, for calls on futures and indices, the call may be covered by
         identifying liquid assets to enable the Underlying Fund to satisfy
         its obligations if the call is exercised. For specific limitations
         on the Underlying Funds' investments in covered calls, refer to the
         Statement of Additional Information for each Underlying Fund.

         When an Underlying Fund writes a call on a security, it receives
         cash (a premium). The Underlying Fund agrees to sell the underlying
         security 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 Underlying
         Fund has 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 Underlying 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
         Underlying Fund would keep the cash premium and the investment.

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

         The Underlying Fund's custodian bank, or a securities depository
         acting for the custodian bank, will act as the Underlying Fund's
         escrow agent, through the facilities of the Options Clearing
         Corporation ("OCC"), as to the investments on which the Underlying
         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 option or when the Underlying Fund enters into a closing
         transaction.

         When the Underlying Fund writes an over-the-counter ("OTC") option,
         it will enter into an arrangement with a primary U.S. government
         securities dealer which will establish a formula price at which the
         Underlying Fund will have the absolute right to repurchase that OTC
         option. The formula price will generally be based on a multiple of
         the premium received for the option, plus the amount by which the
         option is exercisable below the market price of the underlying
         security (that is, the option is "in the money"). When the
         Underlying Fund writes an OTC option, it will treat as illiquid (for
         purposes of its restriction on holding illiquid securities) the
         mark-to-market value of any OTC option it holds, unless the option
         is subject to a buy-back agreement by the executing broker.

         To terminate its obligation on a call it has written, the Underlying
         Fund may purchase a corresponding call in a "closing purchase
         transaction." The Underlying 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
         Underlying Fund wrote is more or less than the price of the call the
         Underlying Fund purchases to close out the transaction. The
         Underlying Fund may realize a profit if the call expires
         unexercised, because the Underlying Fund will retain the underlying
         security and the premium it received when it wrote the call. Any
         such profits are considered short-term capital gains for federal
         income tax purposes. When distributed by the Underlying Fund they
         are taxable as ordinary income. If the Underlying Fund cannot effect
         a closing purchase transaction due to the lack of a market, it will
         have to hold the callable securities until the call expires or is
         exercised.

         The Underlying Fund may also write calls on a futures contract
         without owning the futures contract or securities deliverable under
         the contract. To do so, at the time the call is written, the
         Underlying Fund must cover the call by identifying on it books an
         equivalent dollar amount of liquid assets. The Underlying Fund will
         identify additional liquid assets on its books to cover the call if
         the value of the identified assets drops below 100% of the current
         value of the future. Because of this asset coverage requirement, in
         no circumstances would the Underlying Fund's receipt of an exercise
         notice as to that future require the Underlying Fund to deliver a
         futures contract. It would simply put the Underlying Fund in a short
         futures position, which is permitted by the Underlying Fund's
         hedging policies.

        Writing Put Options.  Some Underlying Funds can sell put options on
         securities, broadly-based securities indices, foreign currencies and
         futures. A put option on securities gives the purchaser the right to
         sell, and the writer the obligation to buy, the underlying
         investment at the exercise price during the option period. For
         specific limitations on the Underlying Funds' investments in put
         options, refer to the Statement of Additional Information for each
         Underlying Fund.

         If an Underlying Fund writes a put, the put must be covered by
         liquid assets identified on the Underlying Fund's books. The premium
         the Underlying Fund receives from writing a put represents a profit,
         as long as the price of the underlying investment remains equal to
         or above the exercise price of the put. However, the Underlying Fund
         also assumes the obligation during the option period to buy the
         underlying investment from the buyer of the put at the exercise
         price, even if the value of the investment falls below the exercise
         price.

         If a put an Underlying Fund has written expires unexercised, the
         Underlying Fund realizes a gain in the amount of the premium less
         the transaction costs incurred. If the put is exercised, the
         Underlying Fund must fulfill its obligation to purchase the
         underlying investment at the exercise price. That price will usually
         exceed the market value of the investment at that time. In that
         case, the Underlying Fund may incur a loss if it sells the
         underlying investment. That loss will be equal to the sum of the
         sale price of the underlying investment and the premium received
         minus the sum of the exercise price and any transaction costs the
         Underlying Fund incurred.

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

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

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

        Purchasing Puts and Calls.  Some Underlying Funds can buy puts on
         securities, broadly-based securities indices, foreign currencies and
         futures, whether or not they own the underlying investment.
         Convertible securities funds may buy only those puts that relate to
         stocks including stocks underlying the convertible securities that
         the Underlying Fund owns. When an Underlying Fund purchases a put,
         it pays a premium and, except as to puts on indices, has the right
         to sell the underlying investment to a seller of a put on a
         corresponding investment during the put period at a fixed exercise
         price.

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

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

         Some of the Underlying Fund can purchase calls on securities,
         broadly-based securities indices, foreign currencies and futures.
         They may do so to protect against the possibility that an Underlying
         Fund's portfolio will not participate in an anticipated rise in the
         securities market. When an Underlying Fund buys a call (other than
         in a closing purchase transaction), it pays a premium. The
         Underlying Fund then has the right to buy the underlying investment
         from a seller of a corresponding call on the same investment during
         the call period at a fixed exercise price. For specific limitations
         on the Underlying Fund's investments in calls and puts, refer to the
         Statement of Additional Information for each Underlying Fund.

         An Underlying Fund benefits only if it sells the call at a profit or
         if, during the call period, the market price of the underlying
         investment is above the sum of the call price plus the transaction
         costs and the premium paid for the call and the Underlying Fund
         exercises the call. If the Underlying Fund does not exercise the
         call or sell it (whether or not at a profit), the call will become
         worthless at its expiration date. In that case the Underlying Fund
         will have paid the premium but lost the right to purchase the
         underlying investment.

         When an Underlying Fund purchases a put or call on an index or
         future, it pays a premium, but settlement is in cash rather than by
         delivery of the underlying investment to the Underlying Fund. Gain
         or loss depends on changes in the index in question (and thus on
         price movements in the securities market generally) rather than on
         price movements in individual securities or futures contracts.

        Buying and Selling Options on Foreign Currencies.  Some of the
         Underlying Funds can buy and sell calls and puts on foreign
         currencies. They include puts and calls that trade on a securities
         or commodities exchange or in the over-the-counter markets or are
         quoted by major recognized dealers in such options. An Underlying
         Fund could use these calls and puts to try to protect against
         declines in the dollar value of foreign securities and increases in
         the dollar cost of foreign securities the Underlying Fund wants to
         acquire.

         If their manager anticipates a rise in the dollar value of a foreign
         currency in which securities to be acquired are denominated, the
         increased cost of those securities may be partially offset by
         purchasing calls or writing puts on that foreign currency. If their
         manager anticipates a decline in the dollar value of a foreign
         currency, the decline in the dollar value of portfolio securities
         denominated in that currency might be partially offset by writing
         calls or purchasing puts on that foreign currency. However, the
         currency rates could fluctuate in a direction adverse to the
         Underlying Fund's position. The Underlying Fund will then have
         incurred option premium payments and transaction costs without a
         corresponding benefit.

         A call an Underlying Fund writes on a foreign currency is "covered"
         if the Underlying Fund owns the underlying foreign currency covered
         by the call or has an absolute and immediate right to acquire that
         foreign currency without additional cash consideration (or it can do
         so for additional cash consideration identified on its books) upon
         conversion or exchange of other foreign currency held in its
         portfolio.

         The Underlying Fund could write a call on a foreign currency to
         provide a hedge against a decline in the U.S. dollar value of a
         security which the Underlying Fund owns or has the right to acquire
         and which is denominated in the currency underlying the option. That
         decline might be one that occurs due to an expected adverse change
         in the exchange rate. This is known as a "cross-hedging" strategy.
         In those circumstances, the Underlying Fund covers the option by
         maintaining and identifying cash, U.S. government securities or
         other liquid, high grade debt securities in an amount equal to the
         exercise price of the option.

      |X|   Forward Contracts.  Forward contracts are foreign currency
exchange contracts. They are used to buy or sell foreign currency for future
delivery at a fixed price. An Underlying Fund may use them to "lock in" the
U.S. dollar price of a security denominated in a foreign currency that an
Underlying Fund has bought or sold, or to protect against possible losses
from changes in the relative values of the U.S. dollar and a foreign
currency. An Underlying Fund may also use "cross-hedging" where an Underlying
Fund hedges against changes in currencies other than the currency in which a
security it holds is denominated.

      Under a forward contract, one party agrees to purchase, and another
party agrees to sell, a specific currency at a future date. That date may be
any fixed number of days from the date of the contract agreed upon by the
parties. The transaction price is set at the time the contract is entered
into. These contracts are traded in the inter-bank market conducted directly
among currency traders (usually large commercial banks) and their customers.

      An Underlying Fund may use forward contracts to protect against
uncertainty in the level of future exchange rates. The use of forward
contracts does not eliminate the risk of fluctuations in the prices of the
underlying securities an Underlying Fund owns or intends to acquire, but it
does fix a rate of exchange in advance. Although forward contracts may reduce
the risk of loss from a decline in the value of the hedged currency, at the
same time they limit any potential gain if the value of the hedged currency
increases.

      When an Underlying Fund enters into a contract for the purchase or sale
of a security denominated in a foreign currency, or when it anticipates
receiving dividend payments in a foreign currency, the Underlying Fund might
desire to "lock-in" the U.S. dollar price of the security or the U.S. dollar
equivalent of the dividend payments. To do so, the Underlying Fund could
enter into a forward contract for the purchase or sale of the amount of
foreign currency involved in the underlying transaction, in a fixed amount of
U.S. dollars per unit of the foreign currency. This is called a "transaction
hedge." The transaction hedge will protect the Underlying Fund against a loss
from an adverse change in the currency exchange rates during the period
between the date on which the security is purchased or sold or on which the
payment is declared, and the date on which the payments are made or received.

      An Underlying Fund could also use forward contracts to lock in the U.S.
dollar value of portfolio positions. This is called a "position hedge." When
an Underlying Fund believes that foreign currency might suffer a substantial
decline against the U.S. dollar, it could enter into a forward contract to
sell an amount of that foreign currency approximating the value of some or
all of an Underlying Fund's portfolio securities denominated in that foreign
currency. When an Underlying Fund believes that the U.S. dollar might suffer
a substantial decline against a foreign currency, it could enter into a
forward contract to buy that foreign currency for a fixed dollar amount.
Alternatively, the Underlying Fund could enter into a forward contract to
sell a different foreign currency for a fixed U.S. dollar amount if the
Underlying Fund believes that the U.S. dollar value of the foreign currency
to be sold pursuant to its forward contract will fall whenever there is a
decline in the U.S. dollar value of the currency in which portfolio
securities of the Underlying Fund are denominated. That is referred to as a
"cross hedge."

      An Underlying Fund will cover its short positions in these cases by
identifying on its books assets having a value equal to the aggregate amount
of the Underlying Fund's commitment under forward contracts. An Underlying
Fund will not enter into forward contracts or maintain a net exposure to such
contracts if the consummation of the contracts would obligate the Underlying
Fund to deliver an amount of foreign currency in excess of the value of the
Underlying Fund's portfolio securities or other assets denominated in that
currency or another currency that is the subject of the hedge.

      However, to avoid excess transactions and transaction costs, an
Underlying Fund may maintain a net exposure to forward contracts in excess of
the value of the Underlying Fund's portfolio securities or other assets
denominated in foreign currencies if the excess amount is "covered" by liquid
securities denominated in any currency. The cover must be at least equal at
all times to the amount of that excess. As one alternative, an Underlying
Fund may purchase a call option permitting the Underlying Fund to purchase
the amount of foreign currency being hedged by a forward sale contract at a
price no higher than the forward contract price. As another alternative, an
Underlying Fund may purchase a put option permitting the Underlying Fund to
sell the amount of foreign currency subject to a forward purchase contract at
a price as high or higher than the forward contract price.

      The precise matching of the amounts under forward contracts and the
value of the securities involved generally will not be possible because the
future value of securities denominated in foreign currencies will change as a
consequence of market movements between the date the forward contract is
entered into and the date it is sold. In some cases the Underlying Fund's
manager might decide to sell the security and deliver foreign currency to
settle the original purchase obligation. If the market value of the security
is less than the amount of foreign currency an Underlying Fund is obligated
to deliver, the Underlying Fund might have to purchase additional foreign
currency on the "spot" (that is, cash) market to settle the security trade.
If the market value of the security instead exceeds the amount of foreign
currency an Underlying Fund is obligated to deliver to settle the trade, the
Underlying Fund might have to sell on the spot market some of the foreign
currency received upon the sale of the security. There will be additional
transaction costs on the spot market in those cases.

      The projection of short-term currency market movements is extremely
difficult, and the successful execution of a short-term hedging strategy is
highly uncertain. Forward contracts involve the risk that anticipated
currency movements will not be accurately predicted, causing the Underlying
Fund to sustain losses on these contracts and to pay additional transactions
costs. The use of forward contracts in this manner might reduce the
Underlying Fund's performance if there are unanticipated changes in currency
prices to a greater degree than if the Underlying Fund had not entered into
such contracts.

      At or before the maturity of a forward contract requiring an Underlying
Fund to sell a currency, the Underlying Fund might sell a portfolio security
and use the sale proceeds to make delivery of the currency. In the
alternative the Underlying Fund might retain the security and offset its
contractual obligation to deliver the currency by purchasing a second
contract. Under that contract the Underlying Fund will obtain, on the same
maturity date, the same amount of the currency that it is obligated to
deliver. Similarly, the Underlying Fund might close out a forward contract
requiring it to purchase a specified currency by entering into a second
contract entitling it to sell the same amount of the same currency on the
maturity date of the first contract. The Underlying Fund would realize a gain
or loss as a result of entering into such an offsetting forward contract
under either circumstance. The gain or loss will depend on the extent to
which the exchange rate or rates between the currencies involved moved
between the execution dates of the first contract and offsetting contract.

      The costs to the Underlying Fund of engaging in forward contracts
varies with factors such as the currencies involved, the length of the
contract period and the market conditions then prevailing. Because forward
contracts are usually entered into on a principal basis, no brokerage fees or
commissions are involved. Because these contracts are not traded on an
exchange, the Underlying Fund must evaluate the credit and performance risk
of the counterparty under each forward contract.

      Although the Underlying Funds value their assets daily in terms of U.S.
dollars, they do not intend to convert their holdings of foreign currencies
into U.S. dollars on a daily basis. The Underlying Funds may convert foreign
currency from time to time, and will incur costs in doing so. Foreign
exchange dealers do not charge a fee for conversion, but they do seek to
realize a profit based on the difference between the prices at which they buy
and sell various currencies. Thus, a dealer might offer to sell a foreign
currency to the Underlying Funds at one rate, while offering a lesser rate of
exchange if the Underlying Funds desire to resell that currency to the dealer.

      |X|   Interest Rate Swap Transactions.  Some of the Underlying Funds
can enter into interest rate swap agreements. In an interest rate swap, an
Underlying Fund and another party exchange their right to receive or their
obligation to pay interest on a security. For example, they might swap the
right to receive floating rate payments for fixed rate payments. An
Underlying Fund can enter into swaps only on securities that it owns. The
Underlying Fund will identify on its books liquid assets (such as cash or
U.S. government securities) to cover any amounts it could owe under swaps
that exceed the amounts it is entitled to receive, and it will adjust that
amount daily, as needed. For specific limitations on the Underlying Funds'
investments in interest rate swap transactions, refer to the Statement of
Additional Information for each Underlying Fund.

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

      Some Underlying Funds can enter into swap transactions with certain
counterparties pursuant to master netting agreements. A master netting
agreement provides that all swaps done between those Underlying Funds and
that counterparty shall be regarded as parts of an integral agreement. If
amounts are payable on a particular date in the same currency in respect of
one or more swap transactions, the amount payable on that date in that
currency shall be the net amount. In addition, the master netting agreement
may provide that if one party defaults generally or on one swap, the
counterparty may terminate all of the swaps with that party. Under these
agreements, if a default results in a loss to one party, the measure of that
party's damages is calculated by reference to the average cost of a
replacement swap for each swap. It is measured by the mark-to-market value at
the time of the termination of each swap. The gains and losses on all swaps
are then netted, and the result is the counterparty's gain or loss on
termination. The termination of all swaps and the netting of gains and losses
on termination is generally referred to as "aggregation."

      |X|   Total Return Swap Transactions.  Some of the Underlying Funds may
enter into total return swaps. For specific limitations on the Underlying
Funds' investments in total return swaps, refer to the Statement of
Additional Information for each Underlying Fund. A swap contract is
essentially like a portfolio of forward contracts, under which one party
agrees to exchange an asset (for example, bushels of wheat) for another asset
(cash) at specified dates in the future. A one-period swap contract operates
in a manner similar to a forward or futures contract because there is an
agreement to swap a commodity for cash at only one forward date. The
Underlying Funds may engage in swap transactions that have more than one
period and therefore more than one exchange of assets.

      The Underlying Funds may invest in total return swaps to gain exposure
to the overall commodity markets. In a total return commodity swap the
Underlying Funds will receive the price appreciation of a commodity index, a
portion of the index, or a single commodity in exchange for paying an
agreed-upon fee. If the commodity swap is for one period, the Underlying
Funds will pay a fixed fee, established at the outset of the swap. However,
if the term of the commodity swap is more than one period, with interim swap
payments, the Underlying Funds will pay an adjustable or floating fee. With a
"floating" rate, the fee is pegged to a base rate such as the LIBOR, and is
adjusted each period. Therefore, if interest rates increase over the term of
the swap contract, the Underlying Funds may be required to pay a higher fee
at each swap reset date.

      |X|   Swaption Transactions.  Some of the Underlying Funds may enter
into a swaption transaction, which is a contract that grants the holder, in
return for payment of the purchase price (the "premium") of the option, the
right, but not the obligation, to enter into an interest rate swap at a
preset rate within a specified period of time, with the writer of the
contract. The writer of the contract receives the premium and bears the risk
of unfavorable changes in the preset rate on the underlying interest rate
swap. Unrealized gains/losses on swaptions are reflected in investment assets
and investment liabilities in the Underlying Funds' statement of financial
condition.

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

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

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

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

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

      Other risks of credit default swaps include the cost of paying for
credit protection if there are no credit events, pricing transparency when
assessing the cost of a credit default swap, counterparty risk, and the need
to fund the delivery obligation (either cash or the defaulted bonds,
depending on whether the Underlying Fund is long or short the swap,
respectively). For specific limitations on the Underlying Fund's investments
in credit derivatives, refer to the Statement of Additional Information for
each Underlying Fund.

      |X|   "Structured" Notes.  Some of the Underlying Funds can buy
"structured" notes, which are specially-designed derivative debt investments
with principal payments or interest payments that are linked to the value of
an index (such as a currency or securities index) or commodity. The terms of
the instrument may be "structured" by the purchaser (the Underlying Fund) and
the borrower issuing the note.

      The principal and/or interest payments depend on the performance of one
or more other securities or indices, and the values of these notes will
therefore fall or rise in response to the changes in the values of the
underlying security or index. They are subject to both credit and interest
rate risks and therefore the Underlying Fund could receive more or less than
it originally invested when the notes mature, or it might receive less
interest than the stated coupon payment if the underlying investment or index
does not perform as anticipated. Their values may be very volatile and they
may have a limited trading market, making it difficult for the Underlying
Fund to sell its investment at an acceptable price.

      |X|   Regulatory Aspects of Certain Derivative Instruments.  The
Commodities Futures Trading Commission (the "CFTC") has eliminated
limitations on futures trading by certain regulated entities including
registered investment companies and consequently registered investment
companies may engage in unlimited futures transactions and options thereon
provided that the Underlying Fund claims an exclusion from regulation as a
commodity pool operator. The Underlying Funds have claimed such an exclusion
from registration as a commodity pool operator under the Commodity Exchange
Act ("CEA"). The Underlying Funds may use futures and options for hedging and
non-hedging purposes to the extent consistent with their investment
objective, internal risk management guidelines adopted by the Underlying
Funds' investment advisor (as they may be amended from time to time), and as
otherwise set forth in the Underlying Funds' prospectus or this Statement of
Additional Information.

      Transactions in options by the Underlying Funds 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 Underlying Funds 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 Underlying Funds (or an advisor that
is an affiliate of the Underlying Funds' advisor). The exchanges also impose
position limits on futures transactions. An exchange may order the
liquidation of positions found to be in violation of those limits and may
impose certain other sanctions.

      Under SEC staff interpretations regarding applicable provisions of the
Investment Company Act, when an Underlying Fund purchases a future, it must
segregate cash or readily marketable short-term debt instruments in an amount
equal to the purchase price of the future, less the margin deposit applicable
to it. The account must be a segregated account or accounts held by the
Underlying Fund.

      |X|   Tax Aspects of Certain Derivative Instruments.  Certain foreign
currency exchange contracts in which the Underlying Funds may invest are
treated as "Section 1256 contracts" under the Internal Revenue Code of 1986,
as amended (the "Internal Revenue Code"). In general, gains or losses
relating to Section 1256 contracts are characterized as 60% long-term and 40%
short-term capital gains or losses under the Code. However, foreign currency
gains or losses arising from Section 1256 contracts that are forward
contracts generally are treated as ordinary income or loss. In addition,
Section 1256 contracts held by the Underlying Funds at the end of each
taxable year are "marked-to-market," and unrealized gains or losses are
treated as though they were realized. These contracts also may be
marked-to-market for purposes of determining the excise tax applicable to
investment company distributions and for other purposes under rules
prescribed pursuant to the Internal Revenue Code. An election can be made by
the Underlying Funds to exempt those transactions from this marked-to-market
treatment.

      Certain forward contracts the Underlying Funds enter into may result in
"straddles" for federal income tax purposes. The straddle rules may affect
the character and timing of gains (or losses) recognized by the Underlying
Funds on straddle positions. Generally, a loss sustained on the disposition
of a position making up a straddle is allowed only to the extent that the
loss exceeds any unrecognized gain in the offsetting positions making up the
straddle. Disallowed loss is generally allowed at the point where there is no
unrecognized gain in the offsetting positions making up the straddle, or the
offsetting position is disposed of.

      Under the Internal Revenue Code, the following gains or losses are
treated as ordinary income or loss:

      (1)   gains or losses attributable to fluctuations in exchange rates
            that occur between the time the Underlying Funds accrue interest
            or other receivables or accrue expenses or other liabilities
            denominated in a foreign currency and the time the Underlying
            Funds actually collect such receivables or pay such liabilities,
            and
      (2)   gains or losses attributable to fluctuations in the value of a
            foreign currency between the date of acquisition of a debt
            security denominated in a foreign currency or foreign currency
            forward contracts and the date of disposition.

      Currency gains and losses are offset against market gains and losses on
each trade before determining a net "Section 988" gain or loss under the
Internal Revenue Code for that trade, which may increase or decrease the
amount of the Underlying Funds' investment income available for distribution
to its shareholders.


Other Investments and Investment Strategies

In seeking their investment objectives, certain Underlying Funds may from
time to time use the types of investments and investment strategies described
below. The Underlying Funds are not required to use these strategies, and may
not use any or all of them.

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

      In a repurchase transaction, an Underlying Fund buys 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 as primary dealers in government securities. They must
meet credit requirements set by the Underlying Fund's Manager from time to
time.

      The majority of these transactions run from day to day, and delivery
pursuant to the resale typically occurs within one to five days of the
purchase. Repurchase agreements having a maturity beyond seven days are
subject to an Underlying Fund's limits on holding illiquid investments. There
is generally no limit on the amount of the Underlying Funds' net assets that
may be subject to repurchase agreements having maturities of seven days or
less for defensive purposes. For specific limitations on the Underlying
Funds' investments in securities subject to repurchase agreements, refer to
the Statement of Additional Information for each Underlying Fund.

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

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

      |X|   Reverse Repurchase Agreements.  Some of the Underlying Funds can
use reverse repurchase agreements on debt obligations they own. Under a
reverse repurchase agreement, an Underlying Fund sells an underlying debt
obligation and simultaneously agrees to repurchase the same security at an
agreed-upon price on an agreed-upon date. The Underlying Fund will identify
on its books liquid assets in an amount sufficient to cover its obligations
under reverse repurchase agreements, including interest, until payment is
made to the seller.

      These transactions involve the risk that the market value of the
securities sold by the Underlying Fund under a reverse repurchase agreement
could decline below the price at which the Underlying Fund is obligated to
repurchase them. These agreements are considered borrowings by the Underlying
Fund and will be subject to the asset coverage requirement under the
Underlying Fund's policy on borrowing.

      |X|   "When-Issued" and "Delayed-Delivery" Transactions.  Some of the
Underlying Funds may invest in securities on a "when-issued" basis and may
purchase or sell securities on a "delayed-delivery" basis. When-issued and
delayed-delivery are terms that refer to securities whose terms and indenture
are available and for which a market exists, but which are not available for
immediate delivery. For specific limitations on the Underlying Fund's
investments in "when-issued" and "delayed-delivery" transactions, refer to
the Statement of Additional Information for each Underlying Fund.

      When such transactions are negotiated, the price (which is generally
expressed in yield terms) is fixed at the time the commitment is made.
Delivery and payment for the securities take place at a later date. The
securities are subject to change in value from market fluctuations during the
period until settlement. The value at delivery may be less than the purchase
price. For example, changes in interest rates in a direction other than that
expected by the Manager before settlement will affect the value of such
securities and may cause a loss to an Underlying Fund. During the period
between purchase and settlement, no payment is made by an Underlying Fund to
the issuer and no interest accrues to the Underlying Fund from the investment
until it receives the security at settlement. There is a risk of loss to the
Underlying Fund if the value of the security changes prior to the settlement
date, and there is the risk that the other party may not perform.

      Some of the Underlying Funds may engage in when-issued transactions to
secure what the Manager considers to be an advantageous price and yield at
the time the obligation is entered into. When an Underlying Fund enters into
a when-issued or delayed-delivery transaction, it relies on the other party
to complete the transaction. Its failure to do so may cause an Underlying
Fund to lose the opportunity to obtain the security at a price and yield its
manager considers to be advantageous.

      When an Underlying 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 an Underlying Fund will enter into
delayed-delivery or when-issued purchase transactions to acquire securities,
it may dispose of a commitment prior to settlement. If an Underlying Fund
chooses to dispose of the right to acquire a when-issued security prior to
its acquisition or to dispose of its right to delivery or receive against a
forward commitment, it may incur a gain or loss.

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

      When-issued and delayed-delivery transactions can be used by an
Underlying 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, an Underlying 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, an Underlying Fund might sell portfolio securities and purchase the
same or similar securities on a when-issued or delayed-delivery basis to
obtain the benefit of currently higher cash yields.

      |X|   Loans of Portfolio Securities.  To raise cash for income or
liquidity purposes, some of the Underlying Funds can lend their portfolio
securities to brokers, dealers and other types of financial institutions
approved by each Underlying Fund's Board of Trustees or Directors. For
specific limitations on the Underlying Funds' loans of portfolio securities,
refer to the Statement of Additional Information for each Underlying Fund. In
addition, these loans are subject to the other conditions described in the
Statement of Additional Information of each Underlying Fund.

      There are some risks in connection with securities lending. An
Underlying Fund might experience a delay in receiving additional collateral
to secure a loan, or a delay in recovery of the loaned securities if the
borrower defaults. An Underlying Fund must receive collateral for a loan.
Under current applicable regulatory requirements (which are subject to
change), on each business day the loan collateral must be at least equal to
the value of the loaned securities. It must consist of cash, bank letters of
credit or securities of the U.S. government or its agencies or
instrumentalities, or other cash equivalents in which an Underlying Fund is
permitted to invest. To be acceptable as collateral, letters of credit must
obligate a bank to pay amounts demanded by the Underlying Funds if the demand
meets the terms of the letter. The terms of the letter of credit and the
issuing bank both must be satisfactory to the Underlying Fund.

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

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

      |X|   Borrowing for Leverage.  The Funds and many of the Underlying
Funds have the ability to borrow from banks, to invest the borrowed funds in
portfolio securities. This speculative technique is known as "leverage."
Currently, under the Investment Company Act, absent exemptive relief, a
mutual fund may borrow only from banks and the maximum amount it may borrow
is up to one-third of its total assets (including the amount borrowed) less
all liabilities and indebtedness other than borrowing, except that a fund may
borrow up to 5% of its total assets for temporary purposes from any person.
Under the Investment Company Act, there is a rebuttable presumption that a
loan is temporary if it is repaid within 60 days and not extended or renewed.
If the value of the Funds' or the Underlying Funds' assets fail to meet the
300% asset coverage requirement, the Funds or the Underlying Funds will
reduce their bank debt within three days to meet the requirement. To do so,
the Funds or the Underlying Funds might have to sell a portion of their
investments at a disadvantageous time.

            The Funds or the Underlying Funds will pay interest on their
borrowings, and that interest expense will raise the overall expenses of the
Funds or the Underlying Funds and reduce their returns. If they do borrow,
their expenses will be greater than comparable funds that do not borrow for
leverage. Additionally, the Fund's or the Underlying Funds' net asset values
per share might fluctuate more than that of funds that do not borrow.

      |X|   Illiquid and Restricted Securities.  Under the policies and
procedures established by an Underlying Fund's Boards of Trustees/Directors,
the Manager determines the liquidity of certain of an Underlying Fund's
investments. To enable an Underlying Fund to sell its holdings of a
restricted security not registered under applicable securities laws, the
Underlying Fund may have to cause those securities to be registered. The
expenses of registering restricted securities may be negotiated by the
Underlying Fund with the issuer at the time the Underlying Fund buys the
securities. When the Underlying Fund must arrange registration because the
Underlying 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 Underlying Fund could sell it. The
Underlying Fund would bear the risks of any downward price fluctuation during
that period.

      The Underlying Fund may also acquire restricted securities through
private placements. Those securities have contractual restrictions on their
public resale. Those restrictions may make it more difficult to value them,
and might limit an Underlying Fund's ability to dispose of the securities and
might lower the amount the Underlying Fund could realize upon the sale.

      The Underlying Funds have limitations that apply to purchases of
restricted securities, as stated in their prospectuses. Those percentage
restrictions generally 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, as amended (the "Securities Act"), 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, an Underlying Fund's holdings of that security
may be considered to be illiquid.

      Illiquid securities generally include repurchase agreements maturing in
more than seven days and participation interests that do not have puts
exercisable within seven days.

      |X|   Temporary Defensive and Interim Investments.  When market,
economic or political conditions are unstable, or the Funds or the Underlying
Funds' Manager believes it is otherwise appropriate to reduce holdings in
stocks, the Funds and the Underlying Funds can invest in a variety of debt
securities for defensive purposes. The Funds and the Underlying Funds can
also purchase these securities for liquidity purposes to meet cash needs due
to the redemption of a Fund or an Underlying Fund, or to hold while waiting
to reinvest cash received from the sale of other portfolio securities. For
specific types of securities an Underlying Fund can buy when assuming a
temporary defensive or interim investment position, refer to the Statement of
Additional Information for each Underlying Fund. Examples of temporary
defensive and interim investments the Funds may use, and that some of the
Underlying Funds may use, include:

o     high-quality (rated in the top two rating categories of
         nationally-recognized rating organizations or deemed by the Manager
         to be of comparable quality), short-term money market instruments,
         including those issued by the U.S. Treasury or other government
         agencies,
o     commercial paper (short-term, unsecured, promissory notes of domestic
         or foreign companies),
o     short-term debt obligations of corporate issuers,
o     certificates of deposit and bankers' acceptances of domestic and
         foreign banks and savings and loan associations, and
o     repurchase agreements.

      These short-term debt securities would be selected for defensive or
cash management purposes because they can normally be disposed of quickly,
are not generally subject to significant fluctuations in principal value and
their value will be less subject to interest rate risk than longer-term debt
securities.



Portfolio Turnover

      "Portfolio turnover" describes the rate at which the Funds and the
Underlying Funds trade their portfolio securities. For example, if the Funds
or Underlying Funds sold all of their securities during a one year period,
their portfolio turnover rate would be 100%. The Funds' and Underlying Funds'
portfolio turnover rates will fluctuate from year to year. It is not
anticipated that the Funds will have a high portfolio turnover rate, however,
the Underlying Funds may have a portfolio turnover rate of more than 100%
annually.

      Increased portfolio turnover may result in higher brokerage and
transaction costs for the Underlying Funds, which may reduce their overall
performance. Most of the Funds' portfolio transactions, however, should
involve trades in the Underlying Funds that do not entail brokerage
commissions. The realization of capital gains from selling portfolio
securities may result in distributions of taxable long-term capital gains to
shareholders. The Funds and the Underlying Funds will normally distribute all
of the capital gains they realize each year to avoid excise taxes under the
Internal Revenue Code.

            Investment Restrictions
The Funds and the Underlying Funds each have their own "fundamental" and
"non-fundamental" investment restrictions as described below. Certain of
those restrictions apply only to the extent required by the Investment
Company Act, the rules or regulations thereunder or any exemption therefrom.
If the applicable provisions of the Investment Company Act, the rules or
regulations or any exemption should change, those restrictions will
automatically reflect the new requirements. Therefore the effect of those
fundamental policies may change without notice and without a shareholder vote.

Unless the Prospectus or SAI states that a percentage restriction applies on
an ongoing basis, it applies only at the time a Fund makes an investment
(except in the case of borrowing and investments in illiquid securities). In
that case a Fund or Underlying Fund need not sell securities to meet the
percentage limits, even if the value of that investment increases in
proportion to the size of its assets.

      |X|   What Are "Fundamental Policies?" Fundamental policies are those
policies of each Fund or Underlying Fund that can be changed only by the vote
of a "majority" of such fund's outstanding voting securities. Under the
Investment Company Act, a "majority" vote is defined as the vote of the
holders of the lesser of:

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

Each Fund's investment objective is not a fundamental policy. The investment
objectives of the Underlying Funds may be fundamental or non-fundamental,
according to the Prospectus and Statement of Additional Information of each
Underlying Fund. Other policies described in the Prospectus or this Statement
of Additional Information, of the Funds and/or the Underlying Funds, are
"fundamental" only if they are identified as such. Each Fund's Board of
Trustees and each Underlying Fund's Board of Directors or Trustees can change
non-fundamental policies without shareholder approval. However, significant
changes to the Funds' investment policies will be described in supplements or
updates to the Prospectus or this Statement of Additional Information, as
appropriate. The Funds' principal investment policies are described in the
Prospectus.

Do the Funds Have Additional Fundamental Policies? The following investment
restrictions are fundamental policies of the Funds:

o     A Fund cannot buy securities or other instruments issued or guaranteed
      by any one issuer if more than 5% of its total assets would be invested
      in securities or other instruments of that issuer or if it would then
      own more than 10% of that issuer's voting securities. This limitation
      applies to 75% of each Fund's total assets. The limit does not apply to
      securities issued or guaranteed by the U.S. government or any of its
      agencies or instrumentalities or securities of other investment
      companies. For purposes of this restriction, a Fund's investments will
      be considered be its pro rata portion of each Underlying Fund's
      portfolio securities.
o     A Fund cannot invest 25% or more of its total assets in any one
      industry or in a group of related industries. That limit does not apply
      to securities issued or guaranteed by the U.S. government or its
      agencies and instrumentalities or to securities issued by investment
      companies.
o     A Fund may not borrow money, except to the extent permitted under the
      Investment Company Act, the rules or regulations thereunder or any
      exemption therefrom that is applicable to the Funds, as such statute,
      rules or regulations may be amended or interpreted from time to time.
o     A Fund cannot make loans, except to the extent permitted under the
      Investment Company Act, the rules or regulations thereunder or any
      exemption therefrom that is applicable to the Fund, as such statute,
      rules or regulations may be amended or interpreted from time to time.
o     A Fund cannot invest in real estate, physical commodities or commodity
      contracts, except to the extent permitted under the Investment Company
      Act, the rules or regulations thereunder or any exemption therefrom, as
      such statute, rules or regulations may be amended or interpreted from
      time to time.
o     A Fund cannot issue senior securities, except to the extent permitted
      under the Investment Company Act, the rules or regulations thereunder
      or any exemption therefrom, as such statute, rules or regulations may
      be amended or interpreted from time to time.
o     A Fund may not underwrite securities issued by others, except to the
      extent that such Fund may be considered an underwriter within the
      meaning of the Securities Act of 1933, as amended, when reselling
      securities held in its own portfolio.

      Currently, under the Investment Company Act, and the Oppenheimer funds'
exemptive order, a fund may borrow only from banks and/or affiliated
investment companies in an amount up to one-third of its total assets
(including the amount borrowed less all liabilities and indebtedness other
than borrowing), except that a fund may borrow up to 5% of its total assets
for temporary purposes from any person. Under the Investment Company Act,
there is a rebuttable presumption that a loan is temporary if it is repaid
within 60 days and not extended or renewed. Also, presently under the
Investment Company Act, a fund may lend its portfolio securities in an amount
not to exceed 33 1/3 percent of the value of its total assets. The Investment
Company Act also requires each registered fund to adopt a fundamental policy
regarding investments in real estate and/or commodities. To the extent that a
Fund or an Underlying Fund has restrictions on or not permitted to invest in
real estate, real estate related securities and/or commodities, that
information is set out in the investment restrictions in this section.
Presently, under the Investment Company Act a registered mutual fund cannot
make any commitment as an underwriter, if immediately thereafter the amount
of its outstanding underwriting commitments, plus the value of its
investments in securities of issuers (other than investment companies) of
which it owns more than ten percent of the outstanding voting securities,
exceeds twenty-five percent of the value of the fund's total assets, except
to the extent that a fund may be considered an underwriter within the meaning
of the Securities Act when reselling securities held in its own portfolio.


Do the Funds Have Any Restrictions That Are Not Fundamental? Each Fund has
investment restrictions that are not fundamental policies, which means that
they can be changed by vote of a majority the Fund's Board of Trustees
without shareholder approval. The following investment restriction is a
non-fundamental policy of the Funds:

o     A Fund may not invest in illiquid securities, except to the extent
      permitted under the Investment Company Act, the rules or regulations
      thereunder or any exemption therefrom that is applicable to the Funds,
      as such statute, rules or regulations may be amended or interpreted
      from time to time. This restriction shall not apply to securities that
      mature within seven days or securities that the Board of Directors of
      the Fund has otherwise determined to be liquid pursuant to applicable
      law.

Currently, under the Investment Company Act, a mutual fund cannot invest in
illiquid securities (i.e., securities that cannot be readily resold or that
cannot otherwise be marketed, redeemed or put to the issuer or a third
party), if at the time of acquisition more than 15% of its net assets would
be invested in such securities. The shares of the Underlying Funds are not
illiquid investments under the Funds' policies or the applicable Investment
Company Act rules and regulations.

Do the Underlying Funds Have Fundamental Policies? Each of the Underlying
Funds has its own fundamental policies. Those policies may differ from the
fundamental policies of the Funds or the other Underlying Funds. The Funds
and the Underlying Funds each apply their own policies with respect to their
own portfolio investments. The following investment restrictions are
fundamental policies of the Underlying Funds:

                          Capital Appreciation Fund

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

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

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

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

o     Capital Appreciation Fund cannot invest in real estate, physical
commodities or commodity contracts, except to the extent permitted under the
Investment Company Act, the rules or regulations thereunder or any exemption
therefrom, as such statute, rules or regulations may be amended or
interpreted from time to time.

o     Capital Appreciation Fund cannot underwrite securities of other
companies. A permitted exception is in case it is deemed to be an underwriter
under the Securities Act of 1933 when reselling any securities held in its
own portfolio.

o     Capital Appreciation Fund cannot issue senior securities, except to the
extent permitted under the Investment Company Act, the rules or regulations
thereunder or any exemption therefrom, as such statute, rules or regulations
may be amended or interpreted from time to time.

                                Core Bond Fund

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

o     Core Bond Fund cannot concentrate its investments (that means it cannot
invest 25% or more of its total assets) in any one industry. Gas, water,
electric and telephone utilities are considered to be separate industries for
this purpose.

o     Core Bond Fund cannot make loans except (a) through lending of
securities, (b) through the purchase of debt instruments or similar evidences
of indebtedness, (c) through an inter-fund lending program with other
affiliated funds, and (d) through repurchase agreements.

o     Core Bond Fund cannot invest in real estate or real estate mortgage
loans. However, Core Bond can purchase and sell securities issued or secured
by companies that invest in or deal in real estate or interests in real
estate.

o     Core Bond Fund cannot underwrite securities. A permitted exception is
in case it is deemed to be an underwriter under the Securities Act of 1933
when reselling any securities held in its own portfolio.

o     Core Bond Fund cannot borrow money in excess of 33 ?% of the value of
its total assets. Core Bond may borrow only from banks and/or affiliated
investment companies. With respect to this fundamental policy, Core Bond can
borrow only if it maintains a 300% ratio of assets to borrowings at all times
in the manner set forth in the Investment Company Act.

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



                           International Bond Fund

o     International Bond Fund cannot make loans except (a) through lending of
securities, (b) through the purchase of debt instruments or similar
evidences of indebtedness, (c) through an inter-fund lending program with
other affiliated funds, and (d) through repurchase agreements.

o     International Bond Fund cannot buy or sell real estate. However,
International Bond Fund can purchase debt securities secured by real
estate or interests in real estate or issued by companies, including real
estate investment trusts, which invest in real estate or interests in real
estate.

o     International Bond Fund cannot underwrite securities of other
companies. A permitted exception is in case it is deemed to be an
underwriter under the Securities Act when reselling any securities held in
its own portfolio.

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

o     International Bond Fund cannot borrow money in excess of 33 1/3% of the
value of its total assets.  International Bond Fund may borrow only from
banks and/or affiliated investment companies.  International Bond Fund
cannot make any investment at a time during which its borrowings exceed 5%
of the value of its assets.  With respect to this fundamental policy,
International Bond Fund can borrow only if it maintains a 300% ratio of
assets to borrowings at all times in the manner set forth in the
Investment Company Act.

International Bond Fund cannot concentrate investments. That means it cannot
invest 25% or more of its total assets in any one industry. International
Bond Fund will not invest 25% or more of its total assets in government
securities of any one foreign company or in debt and equity securities issued
by companies organized under the laws of any one foreign country. Obligations
of the U.S. government, its agencies and instrumentalities are not considered
to be part of an "industry" for the purposes of this policy.

Non-Diversification of International Bond Fund's Investments.  International
Bond Fund is "non-diversified," as defined in the Investment Company Act.
Funds that are diversified have restrictions against investing too much of
their assets in the securities of any one "issuer."  That means that
International Bond Fund can invest more of its assets in the securities of a
single issuer than a fund that is diversified.

      Being non-diversified poses additional investment risks, because if
International Bond Fund invests more of its assets in fewer issuers, the
value of its shares is subject to greater fluctuations from adverse
conditions affecting any one of those issuers.  However, International Bond
Fund does limit its investments in the securities of any one issuer to
qualify for tax purposes as a "regulated investment company" under the
Internal Revenue Code.  By qualifying, it does not have to pay federal income
taxes on amounts distributed if more than 90% of its earnings are distributed
to shareholders.  To qualify, International Bond Fund must meet a number of
conditions.  First, not more than 25% of the market value of International
Bond Fund's total assets may be invested in the securities of a single
issuer.  Second, with respect to 50% of the market value of its total assets,
(1) no more than 5% of the market value of its total assets may be invested
in the securities of a single issuer, and (2) International Bond Fund must
not own more than 10% of the outstanding voting securities of a single
issuer.  This is not a fundamental policy.
                          International Growth Fund

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

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

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

o     International Growth Fund cannot invest in real estate, physical
commodities or commodity contracts, except to the extent permitted under
the Investment Company Act, the rules or regulations thereunder or any
exception there from, as such statute, rules or regulations may be amended
or interpreted from time to time.

o     International Growth Fund cannot issue senior securities, except to the
extent permitted under the Investment Company Act, the rules or
regulations thereunder or any exemption therefrom, as such statute, rules
or regulations may be amended or interpreted from time to time.

o     International Growth Fund cannot underwrite securities of other
companies. A permitted exception is in case it is deemed to be an
underwriter under the Securities Act when reselling any securities held in
its own portfolio.

o     International Growth Fund may not borrow money, except as permitted by
the Investment Company Act, the rules or regulations thereunder or any
exemption therefrom that is applicable to the Fund, as such statute, rules
or regulations may be amended or interpreted from time to time.


                               Main Street Fund

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

o     Main Street Fund cannot concentrate investments. That means it cannot
invest 25% or more of its total assets in any industry. However, there is no
limitation on investments in U.S. government securities.

o     Main Street Fund cannot invest in commodities. However, Main Street
Fund can buy and sell any of the hedging instruments permitted by any of its
other policies. It does not matter if the hedging instrument is considered to
be a commodity or commodity contract.

o     Main Street Fund cannot invest in real estate or in interests in real
estate. However, Main Street can purchase securities of issuers holding real
estate or interests in real estate (including securities of real estate
investment trusts).

o     Main Street Fund cannot underwrite securities of other companies. A
permitted exception is in case it is deemed to be an underwriter under the
Securities Act of 1933 when reselling any securities held in its own
portfolio.

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

o     Main Street Fund cannot borrow money in excess of 33 ?% of the value of
its total assets (including the amount borrowed). Main Street Fund may borrow
only from banks and/or affiliated investment companies. With respect to this
fundamental policy, Main Street Fund can borrow only if it maintains a 300%
ratio of assets to borrowings at all times in the manner set forth in the
Investment Company Act of 1940.

o     Main Street Fund cannot make loans except (a) through lending of
securities, (b) through the purchase of debt instruments or similar evidences
of indebtedness, (c) through an inter-fund lending program with other
affiliated funds, and (d) through repurchase agreements.

                                 MidCap Fund

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

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

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

o     MidCap Fund cannot underwrite securities issued by others, except to
the extent that a fund may be considered an underwriter within the meaning of
the Securities Act of 1933, as amended, when reselling securities held in its
own portfolio.

o     MidCap Fund cannot invest in real estate, physical commodities or
commodity contracts, except to the extent permitted under the Investment
Company Act, the rules or regulations thereunder or any exemption therefrom,
as such statute, rules or regulations may be amended or interpreted from time
to time.

o     MidCap Fund cannot issue senior securities, except to the extent
permitted under the Investment Company Act, the rules or regulations
thereunder or any exemption therefrom, as such statute, rules or regulations
may be amended or interpreted from time to time.

                     Commodity Strategy Total Return Fund

o     Commodity Strategy Total Return Fund will not purchase the securities,
hybrid instruments and other instruments of any issuer if, as a result, 25%
or more of Commodity Strategy Total Return Fund's total assets would be
invested in the securities of companies whose principal business activities
are in the same industry. This restriction does not apply to securities
issued or guaranteed by the U.S. government or any of its agencies or
instrumentalities, or repurchase agreements secured by them.

         However, Commodity Strategy Total Return Fund will invest 25% or
more of its total assets in securities, hybrid instruments and other
instruments, including futures and forward contracts, related options and
swaps, linked to the energy and natural resources, agriculture, livestock,
industrial metals, and precious metals industries. The individual components
of an index will be considered as separate industries for this purpose.

o     Commodity Strategy Total Return Fund will not issue any senior
security. However, Commodity Strategy Total Return Fund may enter into
commitments to purchase securities in accordance with Commodity Strategy
Total Return Fund's investment program, including reverse repurchase
agreements, delayed-delivery and when-issued securities, which may be
considered the issuance of senior securities. Additionally, Commodity
Strategy Total Return Fund may engage in transactions that may result in the
issuance of a senior security to the extent permitted under the Investment
Company Act and applicable regulations, interpretations of the Investment
Company Act or an exemptive order. Commodity Strategy Total Return Fund may
also engage in short sales of securities to the extent permitted in its
investment program and other restrictions. The purchase or sale of hybrid
instruments, futures contracts and related options shall not be considered to
involve the issuance of senior securities. Moreover, Commodity Strategy Total
Return Fund may borrow money as authorized by the Investment Company Act.

o     Commodity Strategy Total Return Fund will not purchase or sell physical
commodities unless acquired as a result of ownership of securities or other
instruments. This restriction shall not prevent Commodity Strategy Total
Return Fund from purchasing or selling hybrid instruments, options and
futures contracts with respect to individual commodities or indices, or from
investing in securities or other instruments backed by physical commodities
or indices.

o     Commodity Strategy Total Return Fund will not purchase or sell real
estate unless acquired as a result of direct ownership of securities or other
instruments. This restriction shall not prevent Commodity Strategy Total
Return  Fund from investing in securities or other instruments backed by real
estate or securities of companies engaged in the real estate business,
including real estate investment trusts. This restriction does not preclude
Commodity Strategy Total Return Fund from buying securities backed by
mortgages on real estate or securities of companies engaged in such
activities. Commodity Strategy Total Return Fund can also invest in real
estate operating companies and shares of companies engaged in other real
estate related businesses.

o     Commodity Strategy Total Return Fund cannot underwrite securities
issued by other persons. A permitted exception is in case it is deemed to be
an underwriter under the Securities Act of 1933 when reselling securities
held in its own portfolio.

o     Commodity Strategy Total Return Fund cannot make loans except (a)
through lending of securities, (b) through the purchase of debt instruments
or similar evidences of indebtedness, (c) through an inter-fund lending
program with other affiliated funds, provided that no such loan may be made
if, as a result, the aggregate of such loans would exceed 33 ?% of the value
of its total assets (taken at market value at the time of such loans), and
(d) through repurchase agreements. Currently, the Investment Company Act
permits (a) lending of securities, (b) purchasing debt securities or similar
evidences of indebtedness, (c) repurchase agreements and (d) interfund
lending consistent with Commodity Strategy Total Return Fund's exemptive
order; or

o     Commodity Strategy Total Return Fund cannot borrow money in excess of
33 ?% of the value of its total assets. Commodity Strategy Total Return Fund
may borrow only from banks and/or affiliated investment companies. With
respect to this fundamental policy, Commodity Strategy Total Return Fund can
borrow only if it maintains a 300% ratio of assets to borrowings at all times
in the manner set forth in the Investment Company Act. Currently, the
Investment Company Act permits a mutual fund to borrow from banks and/or
affiliated investment companies up to one-third of its total assets
(including the amount borrowed). Commodity Strategy Total Return Fund may
borrow up to 5% of its total assets for temporary purposes from any person.
Interfund borrowing must be consistent with Commodity Strategy Total Return
Fund's exemptive order.

                         Small- & Mid- Cap Value Fund

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

o     Small- & Mid- Cap Value Fund cannot invest 25% or more of its total
assets in any one industry. That limit does not apply to securities issued or
guaranteed by the U.S. government or its agencies and instrumentalities or
securities issued by investment companies.

o     Small- & Mid- Cap Value Fund may not borrow money, except as permitted
by the Investment Company Act, the rules or regulations thereunder or any
exemption therefrom that is applicable to Small- & Mid- Cap Value Fund, as
such statute, rules or regulations may be amended or interpreted from time to
time.

o     Small- & Mid- Cap Value Fund cannot invest in real estate, physical
commodities or commodity contracts, except to the extent permitted under the
Investment Company Act, the rules or regulations thereunder or any exemption
therefrom, as such statute, rules or regulations may be amended or
interpreted from time to time.

o     Small- & Mid- Cap Value Fund may not underwrite securities issued by
others, except that a fund may be considered an underwriter within the
meaning of the Securities Act of 1933, as amended, when reselling securities
held in its own portfolio.

o     Small- & Mid- Cap Value Fund cannot issue senior securities, except to
the extent permitted under the Investment Company Act, the rules or
regulations thereunder or any exemption therefrom, as such statute, rules or
regulations may be amended or interpreted from time to time.

o     Small- & Mid-Cap Value Fund cannot make loans, except to the extent
permitted under the Investment Company Act, the rules or regulations
thereunder or any exemption therefrom that is applicable to Small- & Mid-Cap
Value Fund, as such statute, rules or regulations may be amended or
interpreted from time to time.

                           International Value Fund

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

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


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

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

o     International Value Fund cannot invest in real estate, physical
          commodities or commodity contracts, except to the extent permitted
          under the Investment Company Act, the rules or regulations
          thereunder or any exemption therefrom, as such statute, rules or
          regulations may be amended or interpreted from time to time.

o     International Value Fund cannot underwrite securities of other
          companies. A permitted exception is in case it is deemed to be an
          underwriter under the Securities Act of 1933 when reselling any
          securities held in its own portfolio.

o     International Value Fund cannot issue senior securities, except to the
          extent permitted under the Investment Company Act, the rules or
          regulations thereunder or any exemption therefrom, as such statute,
          rules or regulations may be amended or interpreted from time to
          time.


                                  Value Fund

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

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

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

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

o     Value Fund cannot invest in real estate, physical commodities or
commodity contracts, except to the extent permitted under the Investment
Company Act, the rules or regulations thereunder or any exemption therefrom,
as such statute, rules or regulations may be amended or interpreted from time
to time.

o     Value Fund cannot issue senior securities, except to the extent
permitted under the Investment Company Act, the rules or regulations
thereunder or any exemption therefrom, as such statute, rules or regulations
may be amended or interpreted from time to time.

o     Value Fund cannot underwrite securities of other issuers. A permitted
exception is in case it is deemed to be an underwriter under the Securities
Act of 1933 in reselling its portfolio securities.

Do the Underlying Funds Have Any Restrictions That Are Not Fundamental? Each
of the Underlying Funds has its own investment restrictions that are not
fundamental policies, which means that they can be changed by vote of a
majority of each respective Underlying Fund's Board of Trustees without
shareholder approval. Those policies may differ from the policies of the
Funds or the other Underlying Funds. The Funds and the Underlying Funds each
apply their own policies with respect to their own portfolio investments. The
following investment restrictions are non-fundamental policies of the
Underlying Funds as indicated below.

o     None of the Underlying Funds can invest in the securities of other
registered investment companies or registered unit investment trusts in
reliance on sub-paragraph (F) or (G) of section 12(d)(1) of the Investment
Company Act and U.S. Government Trust cannot invest in any securities of
other investment companies except if it acquires them as part of a merger,
consolidation or acquisition of assets.

o     For purposes of each applicable Underlying Fund's policy not to
concentrate its investments as described above, each applicable Underlying
Fund has adopted classifications of industries and groups of related
industries. These classifications are not fundamental policies.

o     Small- & Mid- Cap Value Fund cannot invest in interests in oil, gas, or
other mineral exploration or development programs.

o     Small- & Mid- Cap Value Fund will provide at least 60 days' prior
notice of any change in their non-fundamental policies to invest, under
normal circumstances, at least 80% of net assets (plus the amount of any
borrowings used for investment purposes) in U.S. government securities and in
equity securities of small- and mid-cap domestic and foreign issuers,
respectively.

o     MidCap Fund cannot purchase securities on margin or pledge, mortgage or
hypothecate any of its assets. However, it can make margin deposits and
escrow arrangements in connection with any of the hedging instruments
permitted by any of its other investment policies. MidCap Fund cannot invest
in companies for the purpose of acquiring control or management of them or
invest in or hold securities of any issuer if officers and Trustees or
directors of MidCap Fund or the Manager individually or beneficially own more
than1/2of 1% of the securities of that issuer and together own more than 5%
of the securities of that issuer.

o     Small- & Mid- Cap Value Fund cannot make short sales or purchase
securities on margin. However, Small- & Mid- Cap Value Fund can make
short-term borrowings when necessary for the clearance of purchases of
portfolio securities.

         Disclosure of Portfolio Holdings

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

o     Public Disclosure. The Funds' and the Underlying Funds' portfolio
         holdings are made publicly available no later than 60 days after the
         close of each of the Funds' or Underlying Funds' fiscal quarters in
         semi-annual and annual reports to shareholders, or in its Statements
         of Investments on Form N-Q, which are publicly available at the SEC.
         In addition, the top 20 month-end holdings may be posted on the
         OppenheimerFunds' website at www.oppenheimerfunds.com (select the
         Fund's name under "View Fund Information for:" menu) with a 15-day
         lag.  The Funds and Underlying Funds may release a more restrictive
         list of holdings (e.g. the top five or top 10 portfolio holding) or
         may release no holdings if that is in the best interests of the
         Funds or Underlying Funds and its shareholders.  Other general
         information about the Funds' and Underlying Funds' portfolio
         investments, such as portfolio composition by asset class, industry,
         country, currency, credit rating or maturity, may also be posted.

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

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

A list of the top 20 portfolio securities holdings (based on invested
assets), listed by security or by issuer, as of the end of each month may be
disclosed to third parties (subject to the procedures below) no sooner than
15 days after month-end.

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

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

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

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

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

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

o     Brokers and dealers in connection with portfolio transactions
         (purchases and sales),
o     Brokers and dealers to obtain bids or bid and asked prices (if
         securities held by the Funds or Underlying Funds are not priced by a
         Fund's or Underlying Fund's regular pricing services),
o     Dealers to obtain price quotations where the Funds or Underlying Funds
         are not identified as the owner.

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

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

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

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

Any permitted release of otherwise non-public portfolio holdings information
must be in accordance with the Funds' and Underlying Funds' then-current
policy on approved methods for communicating confidential information,
including but not limited to the Funds' and Underlying Funds' policy as to
use of secure e-mail technology.

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

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

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



      How the Funds Are Managed


      Organization and History. The Funds are open-end, diversified
management investment companies with an unlimited number of authorized shares
of beneficial interest. The Funds were organized as Massachusetts business
trusts on November 12, 2007.

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

      Each Fund currently has five classes of shares: Class A, Class B, Class
C, Class N and Class Y. All classes invest in the same investment portfolio.
Only retirement plans may purchase Class N shares. Only certain institutional
investors may purchase Class Y shares. Each class of shares:

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

      Shares are freely transferable, and each share of each class has one
vote at shareholder meetings, with fractional shares voting proportionally,
on matters submitted to the vote of shareholders. Each share of a 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, each
Fund is not required to hold, and does not plan to hold, regular annual
meetings of shareholders, but may hold shareholder meetings from time to time
on important matters or when required to do so by the Investment Company Act
or other applicable law. Shareholders have the right, upon a vote or
declaration in writing of two-thirds of the outstanding shares of the Funds,
to remove a Trustee or to take other action described in the Funds'
Declarations of Trust.

      The Trustees will call a meeting of shareholders to vote on the removal
of a Trustee upon the written request of the record holders of 10% of its
outstanding shares. If the Trustees receive a request from at least 10
shareholders stating that they wish to communicate with other shareholders to
request a meeting to remove a Trustee, the Trustees will then either make the
applicable 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 such Fund's outstanding shares. The Trustees may
also take other action as permitted by the Investment Company Act.

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

      Each Fund's contractual arrangements state that any person doing
business with the Fund (and each shareholder of the Funds) 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 and Oversight Committees. Each Fund is governed
by a Board of Trustees, which is responsible for protecting the interests of
shareholders under Massachusetts law. The Funds and the Underlying Funds may
have the same individuals as members of their respective boards, and in each
instance such board members maintain fiduciary duties to fund shareholders
under the Investment Company Act. The Manager's fund of funds committee
monitors the investment process, identifies, addresses and resolves any
potential issues and reports periodically to the Boards of the Funds and of
each Underlying Fund. The Trustees meet periodically throughout the year to
oversee the Funds' activities, review its performance, and review the actions
of the Manager.

      The Board of Trustees has an Audit Committee, a Regulatory & Oversight
Committee, and a Governance Committee. Each of the committees is comprised
solely of Independent Trustees.

      The members of the Audit Committee are David K. Downes (Chairman),
Phillip A. Griffiths, Mary F. Miller, Russell S. Reynolds, Jr., Joseph M.
Wikler and Peter I. Wold. The Audit Committee furnishes the Board with
recommendations regarding the selection of the Fund's independent registered
public accounting firm (also referred to as the "independent Auditors").
Other main functions of the Audit Committee outlined in the Audit Committee
Charter, include, but are not limited to: (i) reviewing the scope and results
of financial statement audits and the audit fees charged; (ii) reviewing
reports from the Fund's independent Auditors regarding the Fund's internal
accounting procedures and controls; (iii) reviewing reports from the
Manager's Internal Audit Department; (iv) maintaining a separate line of
communication between the Funds' independent Auditors and the Independent
Trustees; (v) reviewing the independence of the Funds' independent Auditors;
and (vi) pre-approving the provision of any audit or non-audit services by
the Funds' independent Auditors, including tax services, that are not
prohibited by the Sarbanes-Oxley Act, to the Fund, the Manager and certain
affiliates of the Manager.

      The members of the Regulatory & Oversight Committee are Robert G. Galli
(Chairman), David K. Downes, Matthew P. Fink, Phillip A. Griffiths, Joel W.
Motley and Joseph M. Wikler. The Regulatory & Oversight Committee evaluates
and reports to the Board on the Funds' contractual arrangements, including
the Investment Advisory and Distribution Agreements, transfer agency and
shareholder service agreements and custodian agreements as well as the
policies and procedures adopted by the Funds to comply with the Investment
Company Act and other applicable law, among other duties as set forth in the
Regulatory & Oversight Committee's Charter.

      The members of the Governance Committee are Joel W. Motley (Chairman),
Matthew P. Fink, Robert G. Galli, Mary F. Miller, Russell S. Reynolds, Jr.
and Peter I. Wold. The Governance Committee reviews the Funds' governance
guidelines, the adequacy of the Funds' Codes of Ethics, and develops
qualification criteria for Board members consistent with the Fund's
governance guidelines, provides the Board with recommendations for voting
portfolio securities held by the Funds, and monitors the Funds' proxy voting,
among other duties set forth in the Governance Committee's Charter.

      The Governance Committee's functions also include the selection and
nomination of Trustees, including Independent Trustees for election. The
Governance Committee may, but need not, consider the advice and
recommendation of the Manager and its affiliates in selecting nominees. The
full Board elects new Trustees except for those instances when a shareholder
vote is required.

      To date, the Governance Committee has been able to identify from its
own resources an ample number of qualified candidates. Nonetheless, under the
current policy of the Board, if the Board determines that a vacancy exists or
is likely to exist on the Board, the Governance Committee will consider
candidates for Board membership including those recommended by the Funds'
shareholders. The Governance Committee will consider nominees recommended by
Independent Board members or recommended by any other Board members including
Board members affiliated with the Fund's Manager. The Governance Committee
may, upon Board approval, retain an executive search firm to assist in
screening potential candidates. Upon Board approval, the Governance Committee
may also use the services of legal, financial, or other external counsel that
it deems necessary or desirable in the screening process. Shareholders
wishing to submit a nominee for election to the Board may do so by mailing
their submission to the offices of OppenheimerFunds, Inc., Two World
Financial Center, 225 Liberty Street, 11th Floor, New York, New York
10281-1008, to the attention of the Board of Trustees of Fund Name, c/o the
Secretary of the Fund.

      Submissions should, at a minimum, be accompanied by the following: (1)
the name, address, and business, educational, and/or other pertinent
background of the person being recommended; (2) a statement concerning
whether the person is an "interested person" as defined in the Investment
Company Act; (3) any other information that the Funds would be required to
include in a proxy statement concerning the person if he or she was
nominated; and (4) the name and address of the person submitting the
recommendation and, if that person is a shareholder, the period for which
that person held Fund shares. Shareholders should note that a person who owns
securities issued by Massachusetts Mutual Life Insurance Company (the parent
company of the Manager) would be deemed an "interested person" under the
Investment Company Act. In addition, certain other relationships with
Massachusetts Mutual Life Insurance Company or its subsidiaries, with
registered broker-dealers, or with the Funds' outside legal counsel may cause
a person to be deemed an "interested person."

      The Governance Committee has not established specific qualifications
that it believes must be met by a trustee nominee. In evaluating trustee
nominees, the Governance Committee considers, among other things, an
individual's background, skills, and experience; whether the individual is an
"interested person" as defined in the Investment Company Act; and whether the
individual would be deemed an "audit committee financial expert" within the
meaning of applicable SEC rules. The Governance Committee also considers
whether the individual's background, skills, and experience will complement
the background, skills, and experience of other Trustees and will contribute
to the Board. There are no differences in the manner in which the Governance
Committee evaluates nominees for trustees based on whether the nominee is
recommended by a shareholder. Candidates are expected to provide a mix of
attributes, experience, perspective and skills necessary to effectively
advance the interests of shareholders.

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

Oppenheimer Absolute Return Fund         Oppenheimer Money Market Fund, Inc.
Oppenheimer AMT-Free Municipals          Oppenheimer Multi-State Municipal Trust
Oppenheimer AMT-Free New York Municipals Oppenheimer Portfolio Series
Oppenheimer Balanced Fund                Oppenheimer Real Estate Fund
                                         Oppenheimer Rochester Arizona Municipal
Oppenheimer Baring China Fund            Fund
                                         Oppenheimer Rochester Maryland Municipal
Oppenheimer Baring Japan Fund            Fund
Oppenheimer Baring SMA International     Oppenheimer Rochester Massachusetts
Fund                                     Municipal Fund
                                         Oppenheimer Rochester Michigan Municipal
Oppenheimer California Municipal Fund    Fund
                                         Oppenheimer Rochester Minnesota Municipal
Oppenheimer Capital Appreciation Fund    Fund
                                         Oppenheimer Rochester North Carolina
Oppenheimer Developing Markets Fund      Municipal Fund
Oppenheimer Discovery Fund               Oppenheimer Rochester Ohio Municipal Fund
                                         Oppenheimer Rochester Virginia Municipal
Oppenheimer Dividend Growth Fund         Fund
Oppenheimer Emerging Growth Fund         Oppenheimer Select Value Fund
Oppenheimer Global Fund                  Oppenheimer Series Fund, Inc.
Oppenheimer Global Opportunities Fund    Oppenheimer SMA Core Bond Fund
Oppenheimer Global Value Fund            Oppenheimer SMA International Bond Fund
Oppenheimer Gold & Special Minerals Fund Oppenheimer Transition 2010 Fund
Oppenheimer International Diversified
Fund                                     Oppenheimer Transition 2015 Fund
Oppenheimer International Growth Fund    Oppenheimer Transition 2020 Fund
Oppenheimer International Small Company
Fund                                     Oppenheimer Transition 2030 Fund
Oppenheimer International Value Fund     OFI Tremont Core Strategies Hedge Fund
Oppenheimer Institutional Money Market
Fund, Inc.                               OFI Tremont Market Neutral Hedge Fund
Oppenheimer Limited Term California
Municipal Fund                           Oppenheimer Tremont Market Neutral Fund LLC
                                         Oppenheimer Tremont Opportunity Fund LLC
                                         Oppenheimer U.S. Government Trust





      In addition to being a Board member of each of the Board I Funds,
Messrs. Downes, Galli and Wruble are directors or trustees of ten other
portfolios in the OppenheimerFunds complex.

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

      Messrs. Wolfgruber, Webman, Schadt, Leavy, Kurinets, Gillespie, Murphy,
Petersen, Szilagyi, Vandehey, Wixted and Zack and Mss. Bloomberg and Ives who
are officers of the Funds, hold the same offices with one or more of the
other Board I Funds. As of the date of this Statement of Additional
Information, the Funds had not commenced operations and therefore none of the
Trustees or officers owned shares of any of the Funds. In addition, none of
the Independent Trustees (nor any of their immediate family members) owns
securities of either the Manager or the Distributor of the Board I Funds or
of any entity directly or indirectly controlling, controlled by or under
common control with the Manager or the Distributor.

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

----------------------------------------------------------------------------------------
                                 Independent Trustees
----------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------
Name, Position(s)   Principal Occupation(s) During the Past 5         Aggregate Dollar
                                                                      Range Of Shares
Held with the       Years; Other Trusteeships/Directorships Held;       Beneficially
Fund, Length of     Number of Portfolios in the Fund Complex              Owned in
Service, Age        Currently Overseen                                Supervised Funds
----------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------
                                                                     As of December 31,
                                                                            2007
----------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------
Brian F. Wruble,    General Partner of Odyssey Partners, L.P.        _________
Chairman of the     (hedge fund) (since September 1995); Director
Board of Trustees   of Special Value Opportunities Fund, LLC
and                 (registered investment company) (since
Trustee since 2008  September 2004); Member of Zurich Financial
Age: 64             Investment Advisory Board (insurance) (since
                    October 2004); Board of Governing Trustees of
                    The Jackson Laboratory (non-profit) (since
                    August 1991); Chairman, The Jackson Laboratory
                    Board of Trustees (since August 2007); Trustee
                    of the Institute for Advanced Study (non-profit
                    educational institute) (since May 1992);
                    Special Limited Partner of Odyssey Investment
                    Partners, LLC (private equity investment)
                    (January 1999-September 2004); Trustee of
                    Research Foundation of AIMR (investment
                    research, non-profit) (2000-2002); Governor,
                    Jerome Levy Economics Institute of Bard College
                    (economics research) (August 1990-September
                    2001); Director of Ray & Berendtson, Inc.
                    (executive search firm) (May 2000-April 2002).
                    Oversees 64 portfolios in the OppenheimerFunds
                    complex.
----------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------
David K. Downes,    President, Chief Executive Officer and Board
Trustee since 2008  Member of CRAFund Advisors, Inc. (investment     ____________
Age: 67             management company) (since January 2004);
                    President of The Community Reinvestment Act
                    Qualified Investment Fund (investment
                    management company) (since January 2004);
                    Independent Chairman of the Board of Trustees
                    of Quaker Investment Trust (registered
                    investment company) (since January 2004);
                    Director of Internet Capital Group (information
                    technology company) (since October 2003); Chief
                    Operating Officer and Chief Financial Officer
                    of Lincoln National Investment Companies, Inc.
                    (subsidiary of Lincoln National Corporation, a
                    publicly traded company) and Delaware
                    Investments U.S., Inc. (investment management
                    subsidiary of Lincoln National Corporation)
                    (1993-2003); President, Chief Executive Officer
                    and Trustee of Delaware Investment Family of
                    Funds (1993-2003); President and Board Member
                    of Lincoln National Convertible Securities
                    Funds, Inc. and the Lincoln National Income
                    Funds, TDC (1993-2003); Chairman and Chief
                    Executive Officer of Retirement Financial
                    Services, Inc. (registered transfer agent and
                    investment adviser and subsidiary of Delaware
                    Investments U.S., Inc.) (1993-2003); President
                    and Chief Executive Officer of Delaware Service
                    Company, Inc. (1995-2003); Chief Administrative
                    Officer, Chief Financial Officer, Vice Chairman
                    and Director of Equitable Capital Management
                    Corporation (investment subsidiary of Equitable
                    Life Assurance Society) (1985-1992); Corporate
                    Controller of Merrill Lynch & Company
                    (financial services holding company)
                    (1977-1985); held the following positions at
                    the Colonial Penn Group, Inc. (insurance
                    company): Corporate Budget Director
                    (1974-1977), Assistant Treasurer (1972-1974)
                    and Director of Corporate Taxes (1969-1972);
                    held the following positions at Price
                    Waterhouse & Company (financial services firm):
                    Tax Manager (1967-1969), Tax Senior (1965-1967)
                    and Staff Accountant (1963-1965); United States
                    Marine Corps (1957-1959). Oversees 64
                    portfolios in the OppenheimerFunds complex.
----------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------
Matthew P. Fink,    Trustee of the Committee for Economic            _______
Trustee since 2008  Development (policy research foundation) (since
Age: 66             2005); Director of ICI Education Foundation
                    (education foundation) (October 1991-August
                    2006); President of the Investment Company
                    Institute (trade association) (October
                    1991-June 2004); Director of ICI Mutual
                    Insurance Company (insurance company) (October
                    1991-June 2004). Oversees 54 portfolios in the
                    OppenheimerFunds complex.
----------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------
Robert G. Galli,    A director or trustee of other Oppenheimer       _________
Trustee since 2008  funds. Oversees 64 portfolios in the
Age: 74             OppenheimerFunds complex.
----------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------
Phillip A.          Distinguished Presidential Fellow for            ________
Griffiths,          International Affairs (since 2002) and Member
Trustee since 2008  (since 1979) of the National Academy of
Age: 69             Sciences; Council on Foreign Relations (since
                    2002); Director of GSI Lumonics Inc. (precision
                    medical equipment supplier) (since 2001);
                    Senior Advisor of The Andrew W. Mellon
                    Foundation (since 2001); Chair of Science
                    Initiative Group (since 1999); Member of the
                    American Philosophical Society (since 1996);
                    Trustee of Woodward Academy (since 1983);
                    Foreign Associate of Third World Academy of
                    Sciences; Director of the Institute for
                    Advanced Study (1991-2004); Director of Bankers
                    Trust New York Corporation (1994-1999); Provost
                    at Duke University (1983-1991). Oversees 54
                    portfolios in the OppenheimerFunds complex.
----------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------
Mary F. Miller,     Trustee of the American Symphony Orchestra       _________
Trustee since 2008  (not-for-profit) (since October 1998); and
Age: 65             Senior Vice President and General Auditor of
                    American Express Company (financial services
                    company) (July 1998-February 2003). Oversees 54
                    portfolios in the OppenheimerFunds complex.
----------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------
Joel W. Motley,     Managing Director of Public Capital Advisors,    __________
Trustee since 2008  LLC (privately held financial advisor) (since
Age: 55             January 2006).  Director of Columbia Equity
                    Financial Corp. (privately-held financial
                    advisor) (since 2002); Managing Director of
                    Carmona Motley, Inc. (privately-held financial
                    advisor) (since January 2002); Managing
                    Director of Carmona Motley Hoffman Inc.
                    (privately-held financial advisor) (January
                    1998-December 2001); Member of the Finance and
                    Budget Committee of the Council on Foreign
                    Relations, Member of the Investment Committee
                    of the Episcopal Church of America, Member of
                    the Investment Committee and Board of Human
                    Rights Watch and Member of the Investment
                    Committee of Historic Hudson Valley. Oversees
                    54 portfolios in the OppenheimerFunds complex.
----------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------
Russell S.          Chairman of RSR Partners (formerly "The          ________
Reynolds, Jr.,      Directorship Search Group, Inc.") (corporate
Trustee since 2008  governance consulting and executive recruiting)
Age: 75             (since 1993); Life Trustee of International
                    House (non-profit educational organization);
                    Former Trustee of The Historical Society of the
                    Town of Greenwich; Former Director of Greenwich
                    Hospital Association. Oversees 54 portfolios in
                    the OppenheimerFunds complex.
----------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------
Joseph M. Wikler,   Director of the following medical device          ________
Trustee since 2008  companies: Medintec (since 1992) and Cathco
Age: 66             (since 1996); Director of Lakes Environmental
                    Association (environmental protection
                    organization) (since 1996); Member of the
                    Investment Committee of the Associated Jewish
                    Charities of Baltimore (since 1994); Director
                    of Fortis/Hartford mutual funds (1994-December
                    2001). Director of C-TASC (a privately held
                    bio-statistics company) (since May 2007).
                    Oversees 54 portfolios in the OppenheimerFunds
                    complex.
----------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------
Peter I. Wold,      President of Wold Oil Properties, Inc. (oil and  _________
Trustee since 2008  gas exploration and production company) (since
Age:  58            1994); Vice President, Secretary and Treasurer
                    of Wold Trona Company, Inc. (soda ash
                    processing and production) (since 1996); Vice
                    President of Wold Talc Company, Inc. (talc
                    mining) (since 1999); Managing Member of
                    Hole-in-the-Wall Ranch (cattle ranching) (since
                    1979); Director and Chairman of the Denver
                    Branch of the Federal Reserve Bank of Kansas
                    City (1993-1999); and Director of PacifiCorp.
                    (electric utility) (1995-1999). Oversees 45
                    portfolios in the OppenheimerFunds complex.
----------------------------------------------------------------------------------------

Mr. Murphy is an "Interested Trustee" because he is affiliated with the
Manager by virtue of his positions as an officer and director of the Manager,
and as a shareholder of its parent company. The address of Mr. Murphy is Two
World Financial Center, 225 Liberty Street, 11th Floor, New York, New York
10281-1008. Mr. Murphy serves as a Trustee and as an officer for an
indefinite term, or until his resignation, retirement, death or removal.

----------------------------------------------------------------------------------------
                            Interested Trustee and Officer
----------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------
Name, Position(s)   Principal Occupation(s) During the Past 5         Aggregate Dollar
                                                                      Range Of Shares
Held with the       Years; Other Trusteeships/Directorships Held;       Beneficially
Funds, Length of    Number of Portfolios in the Fund Complex              Owned in
Service, Age        Currently Overseen                                Supervised Funds
----------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------
                                                                     As of December 31,
                                                                            2007
----------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------
John V. Murphy,     Chairman, Chief Executive Officer and Director   _________
Trustee since 2008  of the Manager since June 2001; President of
and President and   the Manager (September 2000-March 2007);
Principal           President and a director or trustee of other
Executive Officer   Oppenheimer funds; President and Director of
since 2008          Oppenheimer Acquisition Corp. ("OAC") (the
Age: 57             Manager's parent holding company) and of
                    Oppenheimer Partnership Holdings, Inc. (holding
                    company subsidiary of the Manager) (since July
                    2001); Director of OppenheimerFunds
                    Distributor, Inc. (subsidiary of the Manager)
                    (November 2001-December 2006); Chairman and
                    Director of Shareholder Services, Inc. and of
                    Shareholder Financial Services, Inc. (transfer
                    agent subsidiaries of the Manager) (since July
                    2001); President and Director of
                    OppenheimerFunds Legacy Program (charitable
                    trust program established by the Manager)
                    (since July 2001); Director of the following
                    investment advisory subsidiaries of the
                    Manager: OFI Institutional Asset Management,
                    Inc., Centennial Asset Management Corporation,
                    Trinity Investment Management Corporation and
                    Tremont Capital Management, Inc. (since
                    November 2001), HarbourView Asset Management
                    Corporation and OFI Private Investments, Inc.
                    (since July 2001); President (since November 1,
                    2001) and Director (since July 2001) of
                    Oppenheimer Real Asset Management, Inc.;
                    Executive Vice President of Massachusetts
                    Mutual Life Insurance Company (OAC's parent
                    company) (since February 1997); Director of DLB
                    Acquisition Corporation (holding company parent
                    of Babson Capital Management LLC) (since June
                    1995); Member of the Investment Company
                    Institute's Board of Governors (since October ,
                    2003); Chairman of the Investment Company's
                    Institute's Board of Governors (since October
                    2007). Oversees 102 portfolios in the
                    OppenheimerFunds complex.
----------------------------------------------------------------------------------------

The addresses of the officers in the chart below is as follows: for Messrs.
Wolfgruber, Webman, Schadt, Leavy, Kurinets, Gillespie and Zack, and Ms.
Bloomberg, Two World Financial Center, 225 Liberty Street, 11th Floor, New
York, NY 10281-1008, for Messrs. Petersen, Szilagyi, Vandehey, and Wixted and
Ms. Ives, 6803 S. Tucson Way, Centennial, CO 80112-3924. Each officer serves
for an indefinite term or until his or her earlier resignation, retirement,
death or removal.











-------------------------------------------------------------------------------------
                            Other Officers of the Funds
-------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------
Name, Position(s) Held with  Principal Occupation(s) During Past 5 Years
the Funds, Length of
Service, Age
-------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------
Kurt Wolfgruber              President since March 2007 and Chief Investment
Vice      President      and Officer and Director since July 2003 of the Manager;
Portfolio Manager since 2008 Executive Vice President of the Manager (March
Age: 57                      2003-March 2007); Vice President of the Funds since
                             2008; Director of HarbourView Asset Management
                             Corporation and of OFI Institutional Asset Management,
                             Inc. (since June 2003) and of Tremont Capital
                             Management, Inc. (since October 2001). A portfolio
                             manager of 11 portfolios in the OppenheimerFunds
                             complex.
-------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------
Jerry Webman                 Chief Economist of the Manager since 2006; Senior Vice
Vice      President      and President since February 1996 and Senior Investment
Portfolio Manager since 2008 Officer and Director since 1997 of the Manager's Fixed
Age: 58                      Income Investments; Senior Vice President of
                             HarbourView Asset Management Corporation since may
                             1999; Vice President of the Funds since 2008. A
                             portfolio manager of 11 portfolios in the
                             OppenheimerFunds complex.
-------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------
Rudi W. Schadt,              Vice President, Director of Equity Analytics and Risk
Vice President and           in Product Design and Risk Management of the Manager
Portfolio Manager since 2008 since February 2002. Vice President of the Funds since
Age: 50                      2007. Director and Senior Quantitative Analyst at UBS
                             Asset Management (2000-2001); Associate Director
                             Senior Researcher and Portfolio Manager (June
                             1997-August 2000) at State Street Global Advisors. A
                             portfolio manager and officer of 14 portfolios in the
                             OppenheimerFunds complex.
-------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------
Chris Leavy                  Director of Equities since January 2007; Senior Vice
Vice      President      and President of the Manager since September 2000; Vice
Portfolio Manager since 2008 President of the Funds since December 2008.  Portfolio
Age:36                       manager of Morgan Stanley Dean Witter Investment
                             Management (1997-2000). A portfolio manager and
                             officer of 15 portfolio in the Oppenheimer complex.
-------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------
Mark S. Vandehey,            Senior Vice President and Chief Compliance Officer of
Vice President and Chief     the Manager (since March 2004); Chief Compliance
Compliance Officer since     Officer of the Manager, OppenheimerFunds Distributor,
2008                         Inc., Centennial Asset Management and Shareholder
Age: 57                      Services, Inc. (Since March 2004); Vice President of
                             OppenheimerFunds Distributor, Inc., Centennial Asset
                             Management Corporation and Shareholder Services, Inc.
                             (since June 1983). Former Vice President and Director
                             of Internal Audit of the Manager (1997-February 2004).
                             An officer of 102 portfolios in the OppenheimerFunds
                             complex.
-------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------
Brian W. Wixted,             Senior Vice President and Treasurer of the Manager
Treasurer since 2008         (since March 1999); Treasurer of the following:
Age: 48                      HarbourView Asset Management Corporation, Shareholder
                             Financial Services, Inc., Shareholder Services, Inc.,
                             Oppenheimer Real Asset Management, Inc. and
                             Oppenheimer Partnership Holdings, Inc. (since March
                             1999), OFI Private Investments, Inc. (since March
                             2000), OppenheimerFunds International Ltd. (since May
                             2000), OppenheimerFunds plc (since May 2000), OFI
                             Institutional Asset Management, Inc. (since November
                             2000), and OppenheimerFunds Legacy Program (charitable
                             trust program established by the Manager) (since June
                             2003); Treasurer and Chief Financial Officer of OFI
                             Trust Company (trust company subsidiary of the
                             Manager) (since May 2000); Assistant Treasurer of the
                             following: OAC (since March 1999),Centennial Asset
                             Management Corporation (March 1999-October 2003) and
                             OppenheimerFunds Legacy Program (April 2000-June
                             2003). An officer of 102 portfolios in the
                             OppenheimerFunds complex.
-------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------
Brian Petersen,              Vice President of the Manager (since February 2007);
Assistant   Treasurer  since Assistant Vice President of the Manager (August
2008                         2002-February 2007); Manager/Financial Product
Age: 37                      Accounting of the Manager (November 1998-July 2002).
                             An officer of 102 portfolios in the OppenheimerFunds
                             complex.
-------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------
Brian C. Szilagyi,           Assistant Vice President of the Manager (since July
Assistant Treasurer since    2004); Director of Financial Reporting and Compliance
2008                         of First Data Corporation (April 2003-July 2004);
Age: 37                      Manager of Compliance of Berger Financial Group LLC
                             (May 2001-March 2003). An officer of 102 portfolios in
                             the OppenheimerFunds complex.
-------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------
Robert G. Zack               Executive Vice President (since January 2004) and
Secretary since 2008         General Counsel (since March 2002) of the Manager;
Age: 59                      General Counsel and Director of the Distributor (since
                             December 2001); General Counsel of Centennial Asset
                             Management Corporation (since December 2001); Senior
                             Vice President and General Counsel of HarbourView
                             Asset Management Corporation (since December 2001);
                             Secretary and General Counsel of OAC (since November
                             2001); Assistant Secretary (since September 1997) and
                             Director (since November 2001) of OppenheimerFunds
                             International Ltd. and OppenheimerFunds plc; Vice
                             President and Director of Oppenheimer Partnership
                             Holdings, Inc. (since December 2002); Director of
                             Oppenheimer Real Asset Management, Inc. (since
                             November 2001); Senior Vice President, General Counsel
                             and Director of Shareholder Financial Services, Inc.
                             and Shareholder Services, Inc. (since December 2001);
                             Senior Vice President, General Counsel and Director of
                             OFI Private Investments, Inc. and OFI Trust Company
                             (since November 2001); Vice President of
                             OppenheimerFunds Legacy Program (since June 2003);
                             Senior Vice President and General Counsel of OFI
                             Institutional Asset Management, Inc. (since November
                             2001); Director of OppenheimerFunds International
                             Distributor Limited (since December 2003); Senior Vice
                             President (May 1985-December 2003). An officer of 102
                             portfolios in the OppenheimerFunds complex.
-------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------
Kathleen T. Ives             Vice President (since June 1998) and Senior Counsel
Assistant   Secretary  since and Assistant Secretary (since October 2003) of the
2008                         Manager; Vice President (since 1999) and Assistant
Age: 42                      Secretary (since October 2003) of the Distributor;
                             Assistant Secretary of Centennial Asset Management
                             Corporation (since October 2003); Vice President and
                             Assistant Secretary of Shareholder Services, Inc.
                             (since 1999); Assistant Secretary of OppenheimerFunds
                             Legacy Program and Shareholder Financial Services,
                             Inc. (since December 2001); Assistant Counsel of the
                             Manager (August 1994-October 2003). An officer of 102
                             portfolios in the OppenheimerFunds complex.
-------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------
Lisa I. Bloomberg,           Vice President and Associate Counsel of the Manager
Assistant Secretary since    (since May 2004); First Vice President (April
2008                         2001-April 2004), Associate General Counsel (December
Age: 39                      2000-April 2004). An officer of 102 portfolios in the
                             OppenheimerFunds complex.
-------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------
Phillip Gillespie            Senior Vice President and Deputy General Counsel of
Assistant   Secretary  since the Manager (since September 2004); First Vice
2008                         President (2001-September 2004); Director
Age: 43                      (2000-September 2004) and Vice President (1998-2000)
                             of Merrill Lynch Investment Management: An officer of
                             102 portfolios in the OppenheimerFunds complex.
-------------------------------------------------------------------------------------

      Remuneration of the Officers and Trustees. The officers and the
interested Trustee of the Funds who are affiliated with the Manager receive
no salary or fee from the Funds. It is estimated that each Independent
Trustee of the Funds will receive the Aggregate Compensation from the Funds
shown below for serving as a Trustee and member of a committee (if
applicable), with respect to each Fund's first fiscal year. The total
compensation, including accrued retirement benefits, from the Funds and fund
complex represents compensation received for serving as a Trustee and member
of a committee (if applicable) on the Boards of other funds in the
OppenheimerFunds complex during the calendar year ended December 31, 2006.
The Interested Trustee receives no compensation for serving as an officer or
Trustee of the Funds.

    -------------------------------------------------------------------------
       Name and Other Fund     Estimated Aggregate  Total Compensation From
                                Compensation From      the Funds and Fund
                                  the Funds (1)             Complex
         Position(s) (as        Fiscal Year ended   Year ended December 31,
           applicable)          February 28, 200_             2007
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------
          Brian F. Wruble            $___ (2)              $_____(3)
    Chairman of the Board
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------
    David K. Downes                    $___                 $____(4)
    Audit Committee Chairman
    and Regulatory &
    Oversight Committee Member
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------
          Matthew P. Fink              $___                  $____
          Governance
    Committee Member and
    Regulatory & Oversight
    Committee Member
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------
          Robert G. Galli              $___                $____((5))
    Regulatory & Oversight
    Committee Chairman &
    Governance Committee
    Member
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------
    Phillip A. Griffiths            $___ ((6))               $_____
    Audit Committee Member
    and Regulatory &
    Committee Member
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------
    Mary F. Miller                   $___(7)                 $____
    Audit Committee Member
    and Governance Committee
    Member
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------
          Joel W. Motley             $___ (8)                $____
    Governance Committee
    Chairman and Regulatory &
    Oversight Committee Member
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------
    Russell S. Reynolds, Jr.           $___                  $____
    Audit Committee Member
    and Governance Committee
    Member
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------
    Joseph M. Wikler                $___ ((9))               $____
    Audit Committee Member
    and Regulatory &
    Oversight Committee Member
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------
    Peter I. Wold                    $___(9)                 $____
    Governance Committee
    Member
    -------------------------------------------------------------------------
(1)   "Estimated Aggregate Compensation From the Funds" includes fees and
         deferred compensation, if any, for a Trustee.
(2)   Includes $___ deferred by Mr. Wruble under the "Compensation Deferral
         Plan" described below.
(3)   Includes $____ paid to Mr. Wruble for serving as a director or trustee
         of 10 other Oppenheimer funds (at December 31, 2007) that are not
         Board I Funds.
(4)   Compensation paid to Mr. Downes for serving as a director or trustee of
         10 other Oppenheimer funds that are not Board I Funds.
(5)   Includes $1____ paid to Mr. Galli for serving as a trustee or director
         of 10 other Oppenheimer funds (at December 31, 2007) that are not
         Board I Funds.
(6)   Includes $___ deferred by Mr. Griffiths under the "Compensation
         Deferral Plan" described below.
(7)   Includes $___deferred by Ms. Miller under the "Compensation Deferral
         Plan" described below.
(8)   Includes $___ deferred by Mr. Motley under the "Compensation Deferral
         Plan" described below.
(9)   Includes $___ deferred by Mr. Wikler under the "Compensation Deferral
         Plan" described below.
(10)  Includes $___deferred by Mr. Wold under the "Compensation Deferral
         Plan" described below.

      |X|   Retirement Plan for Trustees.  The Board I Funds adopted a
retirement plan that provides for payments to retired Independent 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 director or trustee for any of the Board I Funds for at
least seven years to be eligible for retirement plan benefits and must serve
for at least 15 years to be eligible for the maximum benefit.  The Board has
frozen the retirement plan with respect to new accruals as of December 31,
2006 (the "Freeze Date").  Each Trustee continuing to serve on the Board of
any of the Board I Funds after the Freeze Date (each such Trustee a
"Continuing Board Member") may elect to have his accrued benefit as of that
date (i.e., an amount equivalent to the actuarial present value of his
benefit under the retirement plan as of the Freeze Date) (i) paid at once or
over time, (ii) rolled into the Compensation Deferral Plan described below,
or (iii) in the case of Continuing Board Members having at least 7 years of
service as of the Freeze Date paid in the form of an annual benefit or joint
and survivor annual benefit.  The Board determined to freeze the retirement
plan after considering a recent trend among corporate boards of directors to
forego retirement plan payments in favor of current compensation.


      |X|   Compensation Deferral Plan. The Boards of Trustees have adopted a
Compensation Deferral Plan for Independent Trustees that enables them to
elect to defer receipt of all or a portion of the annual fees they are
entitled to receive from certain Board I Funds. 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
is determined based upon the performance of the selected funds.

      Deferral of Trustees' fees under the plan will not materially affect
the Funds' assets, liabilities or net income per share. The plan will not
obligate the Funds to retain the services of any Trustee or to pay any
particular level of compensation to any Trustee. Pursuant to an Order issued
by the SEC, the Funds 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 compensation account.

Major Shareholders. As of the date of this Statement of Additional
Information, the Funds had not commenced operations and OppenheimerFunds,
Inc. was the only shareholder of record of the Funds.

      The Manager

      The Manager is wholly-owned by Oppenheimer Acquisition Corp., a holding
company controlled by Massachusetts Mutual Life Insurance Company, a global,
diversified insurance and financial services organization.

      |X|   Code of Ethics. The Funds, 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 Funds' portfolio transactions. Covered
persons include persons with knowledge of the investments and investment
intentions of the Funds and other funds advised by the Manager. The Code of
Ethics does permit personnel subject to the Code of Ethics to invest in
securities, including securities that may be purchased or held by the Funds,
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 each Fund's registration statement
filed with the SEC and can be reviewed and copied at the SEC's Public
Reference Room in Washington, D.C. You can obtain information about the hours
of operation of the Public Reference Room by calling the SEC at
1.202.551.8090. The Code of Ethics can also be viewed as part of each Fund's
registration statement on the SEC's EDGAR database at the SEC's Internet
website at www.sec.gov. Copies may be obtained, after paying a duplicating
fee, by electronic request at the following E-mail address:
publicinfo@sec.gov, or by writing to the SEC's Public Reference Section,
Washington, D.C. 20549-0102.

      |X|   Portfolio Proxy Voting. Each Fund is structured as a fund of
funds and, as such, will invest assets in certain of the Underlying Funds.
Accordingly, each Fund, in its capacity as a shareholder in the Underlying
Funds, may be requested to vote on a matter pertaining to those Underlying
Funds. With respect to any such matter, each Fund will vote its shares in the
Underlying Funds in the same proportion as the vote of all other shareholders
in that Underlying Fund.

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

o     Each Underlying Fund votes with the recommendation of the issuer's
         management on routine matters, including election of directors
         nominated by management and ratification of auditors, unless
         circumstances indicate otherwise.
o     Each Underlying Fund evaluates nominees for director nominated by
         management on a case-by-case basis, examining the following factors,
         among others: Composition of the board and key board committees,
         attendance at board meetings, corporate governance provisions and
         takeover activity, long-term company performance and the nominee's
         investment in the company.
o     In general, each Underlying Fund opposes anti-takeover proposals and
         supports elimination, or the ability of shareholders to vote on the
         preservation or elimination, of anti-takeover proposals, absent
         unusual circumstances.
o     Each Underlying Fund supports shareholder proposals to reduce a
         super-majority vote requirement, and opposes management proposals to
         add a super-majority vote requirement.
o     Each Underlying Fund opposes proposals to classify the board of
         directors.
o     Each Underlying Fund supports proposals to eliminate cumulative voting.
o     Each Underlying Fund opposes re-pricing of stock options without
         shareholder approval.
o     Each Underlying Fund generally considers executive compensation
         questions such as stock option plans and bonus plans to be ordinary
         business activity. Each Underlying Fund analyzes stock option plans,
         paying particular attention to their dilutive effect. While each
         Underlying Fund generally supports management proposals, it opposes
         plans it considers to be excessive.

      The Funds, and each Underlying Fund, is required to file Form N-PX,
with each complete proxy voting record for the 12 months ended June 30th, no
later than August 31st of each year. Each Fund's Form N-PX filing is
available (i) without charge, upon request, by calling the Funds' toll-free
at 1.800.525.7048; and (ii) on the SEC's website at www.sec.gov.

      |X|   The Investment Advisory Agreement.  The Manager provides
investment advisory and management services to the Funds under investment
advisory agreements between the Manager and the Funds. The Manager selects
securities for the Funds' portfolios and handles their day-to-day business.
The portfolio managers of the Funds are employed by the Manager and are the
persons who are principally responsible for the day-to-day management of the
Funds' portfolios. Other members of the Manager's investment teams provide
the portfolio managers with counsel and support in managing the Funds'
portfolios.

      The agreements require the Manager, at its expense, to provide the
Funds with adequate office space, facilities and equipment. It also requires
the Manager to provide and supervise the activities of all administrative and
clerical personnel required to provide effective administration for the
Funds. Those responsibilities include the compilation and maintenance of
records with respect to its operations, the preparation and filing of
specified reports, and composition of proxy materials and registration
statements for continuous public sale of shares of the Funds.

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

      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 of its obligations and duties under the investment
advisory agreement, the Manager is not liable for any loss the Funds sustain
in connection with matters to which the agreement relates.

      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. If the Manager shall no longer act as
investment advisor to the Fund, the Manager may withdraw the right of the
Fund to use the name "Oppenheimer" as part of its name.

Portfolio Managers. The Funds are managed by an Asset Allocation Committee
which includes Rudi W. Schadt, Jerry A. Webman and Kurt Wolfgruber (each is
referred to as a "Portfolio Manager" and collectively they are referred to as
the "Portfolio Managers") who are responsible for the day-to-day management
of the Funds' investments.

      |X|   Other Accounts Managed. In addition to managing the Funds'
investments, members of the portfolio management team also manage other
investment portfolios and other accounts, on behalf of the Manager or its
affiliates. The following table provides information regarding those
portfolios and accounts as of February __, 2008:

------------------------------------------------------------------------------
Portfolio                 Total                 Total                Total
                                                Assets
                          Assets in  Other      in Other
                 RegistereRegistered Pooled     Pooled              Assets
                 InvestmenInvestment Investment InvestmentOther    in Other
                 CompaniesCompanies  Vehicles   Vehicles  Accounts2Accounts
Manager          Managed  Managed(1)  Managed    Managed  Managed(Managed(2)
------------------------------------------------------------------------------
------------------------------------------------------------------------------
                    __      $____       None      None     None      None
 Rudi W. Schadt
------------------------------------------------------------------------------
------------------------------------------------------------------------------
                    __      $____       None      None     None      None
 Jerry A. Webman
------------------------------------------------------------------------------
------------------------------------------------------------------------------
                    __      $____       None      None     None      None
 Kurt Wolfgruber
------------------------------------------------------------------------------
------------------------------------------------------------------------------

 Christopher        __      $____       None      None     None      None
 Leavy
------------------------------------------------------------------------------
------------------------------------------------------------------------------

 Alexander          __      $____       None       Non     None      None
 Kurinets
------------------------------------------------------------------------------
1.  In millions
2.  Does not include personal accounts of portfolio managers and their
families, which are subject to the Code of Ethics.


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

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

      The base pay component of each portfolio manager is reviewed regularly
to ensure that it reflects the performance of the individual, is commensurate
with the requirements of the particular portfolio, reflects any specific
competence or specialty of the individual manager, and is competitive with
other comparable positions. The annual discretionary bonus is determined by
senior management of the Manager and is based on a number of factors,
including a Fund's pre-tax performance for periods of up to five years,
measured against an appropriate Lipper benchmark selected by management. The
Portfolio Managers do not receive additional compensation with respect to the
performance of the Funds. They are compensated based on the performance of
the Underlying Funds. Other factors considered include management quality
(such as style consistency, risk management, sector coverage, team leadership
and coaching) and organizational development. The compensation structure is
intended to be internally equitable and serve to reduce potential conflicts
of interest between the Portfolio and other Funds managed by the Portfolio
Managers. The compensation structure of certain other portfolios managed by
the Portfolio Managers may be different from the compensation structure of
the Underlying Funds, described above. The Portfolio Manager's compensation
with regard to those portfolios may, under certain circumstances, include an
amount based on the amount of the management fee.

      |X|   Ownership of Funds Shares. As of the date of this Statement of
Additional Information, the Funds have not commenced operations. Accordingly,
none of the Portfolio Managers beneficially owned any shares of the Funds.

            Brokerage Policies of the Funds

Most of the portfolio transactions of the Funds will be the purchase or sale
of securities of the Underlying Funds, which do not involve any commissions
or other transaction fees. If a Fund invests in other securities, the Manager
will follow the brokerage practices of the Underlying Funds described below.

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

      Under the Underlying Funds' investment advisory agreements, in choosing
brokers to execute portfolio transactions, the Manager may select brokers
(other than affiliates) that provide both brokerage and research services to
the Underlying Funds and/or the other accounts over which the Manager or its
affiliates have investment discretion. The commissions paid to those brokers
may be higher than another qualified broker would charge, if the Manager
makes a good faith determination that the commission is fair and reasonable
in relation to the services provided.

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

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

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

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

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

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

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

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

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

            Distribution and Service Plans

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

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

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

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

      The Board of Trustees and the Independent Trustees must approve all
material amendments to a plan. An amendment to increase materially the amount
of payments to be made under a plan must be approved by shareholders of the
class affected by the amendment. Because Class B shares of the Funds
automatically convert into Class A shares 72 months after purchase, the Funds
must obtain the approval of both Class A and Class B shareholders for a
proposed material amendment to the Class A Plan that would materially
increase payments under the plan. That approval must be by a "majority" (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 Funds shall provide
separate written reports on the plans to the Board of Trustees at least
quarterly for its review. The reports shall detail the amount of all payments
made under a plan and the purpose for which the payments were made. Those
reports are subject to the review and approval of the Independent Trustees.

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

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

      |X|   Class A Service Plan Fees. Under the Class A service plan, the
Distributor currently uses the fees it receives from the Funds 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 Funds, assisting in
establishing and maintaining accounts in the Funds, making the Funds'
investment plans available and providing other services at the request of the
Funds or the Distributor. The Class A service plan permits reimbursements to
the Distributor at a rate of up to 0.25% of average net assets of Class A
shares. The Board has set the rate at that level. The Distributor does not
receive or retain the service fee on Class A shares in accounts for which the
Distributor has been listed as the broker-dealer of record. While the plan
permits the Board to authorize payments to the Distributor to reimburse
itself for services under the plan, the Board has not yet done so, except in
the case of the special arrangement described below regarding grandfathered
retirement accounts. The Distributor makes payments to plan recipients
periodically at an annual rate not to exceed 0.25% of the average annual net
assets consisting of Class A shares held in the accounts of the recipients or
their customers.

      The Distributor does not received or retain the service fee on Class A
shares in accounts for which the Distributor has been listed as the
broker-dealer of record. While the plan permits the Board to authorize
payments to the Distributor to reimburse itself for services under the plan,
the Board has not yet done so, except in the case of shares purchased prior
to March 1, 2007 with respect to certain group retirement plans that were
established prior to March 1, 2001 ("grandfathered retirement plans"). Prior
to March 1, 2007, the Distributor paid the 0.25% service fee for
grandfathered retirement plans in advance for the first year and retained the
first year's service fees paid by the Funds with respect to those shares.
After the shares were held for a year, the Distributor paid the ongoing
service fees to recipients on a periodic basis.  Such shares are subject to a
contingent deferred sales charge if they are redeemed within 18 months. If
Class A shares purchased in a grandfathered retirement plan prior to March 1,
2007 are redeemed within 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 of those fees. For
Class A shares purchased in grandfathered retirement plans on or after March
1, 2007, the Distributor does not make any payment in advance and does not
retain the service fee for the first year. Such shares are not subject to the
contingent deferred sales charge.

      Any unreimbursed expenses the Distributor incurs with respect to Class
A shares in any fiscal year cannot 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, or other financial costs, or
allocation of overhead.

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

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

      The asset-based sales charge and service fees increase Class B and
Class C expenses by 1.00% and the asset-based sales charge and service fees
increases Class N expenses by 0.50% of the net assets per year of the
respective class.

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

      The asset-based sales charges on Class B, Class C and Class N shares
allow investors to buy shares without a front-end sales charge while allowing
the Distributor to compensate dealers that sell those shares. The Funds pay
the asset-based sales charges to the Distributor for its services rendered in
distributing Class B, Class C and Class N 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, Class C and Class
         N shares,
o     bears the costs of sales literature, advertising and prospectuses
         (other than those furnished to current shareholders) and state "blue
         sky" registration fees and certain other distribution expenses,
o     may not be able to adequately compensate dealers that sell Class B,
         Class C and Class N 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 Funds in various
         third-party distribution programs that may increase sales of Fund
         shares,
o     may experience increased difficulty selling the Funds' 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 Funds, 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.

      During a calendar year, the Distributor's actual expenses in selling
Class B, Class C and Class N shares may be more than the payments it receives
from the contingent deferred sales charges collected on redeemed shares and
from the asset-based sales charges paid to the Distributor by the Funds under
the distribution and service plans. Those excess expenses are carried over on
the Distributor's books and may be recouped from asset-based sales charge
payments from the Funds in future years. However, the Distributor has
voluntarily agreed to cap the amount of expenses under the plans that may be
carried over from year to year and recouped that relate to (i) expenses the
Distributor has incurred that represent compensation and expenses of its
sales personnel and (ii) other direct distribution costs it has incurred,
such as sales literature, state registration fees, advertising and
prospectuses used to offer Fund shares. The cap on the carry-over of those
categories of expenses is set at 0.70% of annual gross sales of shares of the
Funds. If those categories of expenses exceed the capped amount, the
Distributor bears the excess costs. If the Class B, Class C or Class N plan
were to be terminated by a Fund, the Fund's Board of Trustees may allow the
Fund to continue payments of the asset-based sales charge to the Distributor
for distributing shares prior to the termination of the plan.

      All payments under the plans are subject to the limitations imposed by
the Conduct Rules of the Financial Industry Regulatory Authority (FINRA),
formerly known as the NASD. on payments of asset-based sales charges and
service fees.

            Payments to Fund Intermediaries

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

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

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

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

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

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

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

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

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

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

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

      For the year ended December 31, 2007, the following financial
intermediaries that are broker-dealers offering shares of the Oppenheimer
funds, and/or their respective affiliates, received revenue sharing or
similar distribution-related payments from the Manager or Distributor for
marketing or program support:
 1st Global Capital Co.                 Advantage Capital Corporation /
                                       FSC
  Aegon                                 Aetna Life Ins & Annuity Co.
  AG Edwards                            AIG Financial Advisors
  AIG Life                              Allianz Life Insurance Company
                                        American Enterprise Life
  Allstate Life                        Insurance
  American General Annuity              American Portfolios
  Ameriprise                            Ameritas
  Annuity Investors Life                Associated Securities
  AXA Advisors                          AXA Equitable Life Insurance
  Banc One Securities Corporation       BNY Investment Center
  Cadaret Grant & Co, Inc.              Chase Investment Services
                                        Citigroup Global Markets Inc
  Citicorp Investment Services, Inc.   (SSB)
  CitiStreet                            Citizen's Bank of Rhode Island
  Columbus Life                         Commonwealth Financial Network
  CUNA Brokerage Services, Inc.         CUSO Financial Services, L.P.
  Edward D Jones & Co.                  Federal Kemper
  Financial Network (ING)               GE Financial Assurance
  GE Life & Annuity                     Genworth Financial
  GlenBrook Life and Annuity Co.        Great West Life
  Hartford Life Insurance Co.           HD Vest Investment Services
  Hewitt Associates                     IFMG Securities, Inc.
  ING Financial Advisers                ING Financial Partners
                                        Kemper Investors Life Insurance
  Jefferson Pilot Securities Co.       Co.
  Legend Equities Co.                   Legg Mason Wood Walker
  Lincoln Benefit National Life         Lincoln Financial
  Lincoln Investment Planning, Inc.     Linsco Private Ledger Financial
  Mass Mutual                           McDonald Investments, Inc.
  Merrill Lynch                         Minnesota Life
  Mony Life                             Morgan Stanley Dean Witter
  Multifinancial (ING)                  Mutual Service Co.
  National Planning Co.                 Nationwide
  NFP                                   Park Avenue Securities LLC
  PFS Investments, Inc.                 Phoenix Life Insurance Co.
  Plan Member Securities                Prime Capital Services, Inc.
  Primevest Financial Services, Inc.    Protective Life Insurance Co.
  Provident Mutual Life & Annuity       Prudential
  Raymond James & Associates, Inc.      RBC Daine Rauscher
  Royal Alliance                        Securities America, Inc.
  Security Benefit                      Security First-Metlife
  Signator Investments                  Sun Life Insurance Co.
  Sun Trust Securities, Inc.            Thrivent Financial
  Travelers Life & Annuity Co.          UBS Financial Services, Inc.
  Union Central                         United Planners
                                        Walnut Street Securities (Met
  Wachovia                             Life)
  Waterstone Financial Group            Wells Fargo


      For the year ended December 31, 2007, the following firms, which in
some cases are broker-dealers, received payments from the Manager or
Distributor for administrative or other services provided (other than revenue
sharing arrangements), as described above:

 1st Global Capital Co.                A G Edwards
 ACS HR Solutions                      ADP
 AETNA Life Ins & Annuity Co.          Alliance Benefit Group
 American Enterprise Investments       American Express Retirement Service
 American Funds (Fascorp)              American United Life Insurance Co.
 Ameriprise                            Ameritrade, Inc.
 AMG Administrative Management Group   AST (American Stock & Transfer)
 AXA Advisors                          Baden Retirement
 BCG - New                             BCG (Programs for Benefit Plans)
 Bear Stearns Securities Co.           Benefit Administration, Inc.(WA)
 Benefit Administration, Inc.(WIS)     Benefit Plans Administration
 Benetech, Inc.                        Bisys
 Boston Financial Data Services        Ceridian
 Charles Schwab & Co, Inc.             Citigroup Global Markets Inc (SSB)
 CitiStreet                            City National Investments
 Clark Consulting                      CPI
 DA Davidson & Co.                     Daily Access. Com, Inc.
 Davenport & Co, LLC                   David Lerner Associates
 Digital Retirement Solutions          DR, Inc.
 Dyatech                               E*Trade Clearing LLC
 Edgewood                              Edward D Jones & Co.
 Equitable Life / AXA                  ERISA Administrative Svcs, Inc
 ExpertPlan.com                        FAS Co. (FASCore/RK Pro)
 FBD Consulting                        Ferris Baker Watts, Inc.
 Fidelity                              First Clearing LLC
 First Southwest Co.                   First Trust - Datalynx
 First Trust Corp                      Franklin Templeton
 Geller Group                          Great West Life
 H&R Block Financial Advisors, Inc.    Hartford Life Insurance Co.
 HD Vest Investment Services           Hewitt Associates
 HSBC Brokerage USA, Inc.              ICMA - RC Services
 Independent Plan Coordinators         Ingham Group
 Interactive Retirement Systems        Invesmart
 Janney Montgomery Scott, Inc.         JJB Hillard W L Lyons, Inc.
 John Hancock                          JP Morgan
 July Business Services                Kaufman & Goble
 Legend Equities Co.                   Legg Mason Wood Walker
 Lehman Brothers, Inc.                 Liberty-Columbia 529 Program
 Lincoln Investment Planning, Inc.     Lincoln National Life Insurance Co.
 Linsco Private Ledger Financial       MassMutual
 Matrix Settlement & Clearance
 Services                              McDonald Investments, Inc.
 Mercer HR Services                    Merrill Lynch
 Mesirow Financial, Inc.               MetLife
 MFS Investment Management             Mid Atlantic Capital Co.
 Milliman USA                          Morgan Keegan & Co, Inc.
 Morgan Stanley Dean Witter            Nathan & Lewis Securities, Inc.
 National City Bank                    National Deferred Comp
 National Financial                    National Investor Services Co.
 Nationwide                            Newport Retirement Services
 Northwest Plan Services               NY Life Benefits
 Oppenheimer & Co, Inc.                Peoples Securities, Inc.
 Pershing                              PFPC
 Piper Jaffray & Co.                   Plan Administrators
 Plan Member Securities                Primevest Financial Services, Inc.
 Principal Life Insurance              Prudential
 PSMI Group                            Quads Trust Company
 Raymond James & Associates, Inc.      Reliastar
 Robert W Baird & Co.                  RSM McGladrey
 Scott & Stringfellow, Inc.            Scottrade, Inc.
 Southwest Securities, Inc.            Standard Insurance Co
 Stanley, Hunt, Dupree & Rhine         Stanton Group, Inc.
 Sterne Agee & Leach, Inc.             Stifel Nicolaus & Co, Inc.
 Sun Trust Securities, Inc.            Symetra
 T Rowe Price                          The 401k Company
 The Princeton Retirement Group Inc.   The Retirement Plan Company, LLC
 TruSource                             TruSource Union Bank of CA
 UBS Financial Services, Inc.          Unified Fund Services (UFS)
 US Clearing Co.                       USAA Investment Management Co.
 USI Consulting Group                  Valic
 Vanguard Group                        Wachovia
 Web401K.com                           Wedbush Morgan Securities
 Wells Fargo                           Wilmington Trust


      Performance of the Funds

Explanation of Performance Terminology. The Funds use a variety of terms to
illustrate their investment performance. Those terms include "cumulative
total return," "average annual total return," "average annual total return at
net asset value" and "total return at net asset value." An explanation of how
total returns are calculated is set forth below. You can obtain current
performance information by calling the Funds' Transfer Agent at
1.800.225.5677 or by visiting the OppenheimerFunds Internet website at
www.oppenheimerfunds.com.

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

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

o     Total returns measure the performance of a hypothetical account in a
      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 Funds' performance returns may not reflect the effect of taxes on
      dividends and capital gains distributions.
o     An investment in the Funds is not insured by the FDIC or any other
      government agency.
o     The principal value of the Funds' shares, 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     Total returns for any given past period represent historical
      performance information and are not, and should not be considered, a
      prediction of future 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 total
returns of each class of shares of the Funds are affected by market
conditions, the quality of the Funds' investments, the maturity of those
investments, the types of investments the Funds hold, and its operating
expenses that are allocated to the particular class.

      |X|   Total Return Information. There are different types of "total
returns" to measure each Fund's performance. Total return is the change in
value of a hypothetical investment in the Funds 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 Funds use 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 5.75% (as a percentage of the offering price) is deducted
from the initial investment ("P" in the formula below) (unless the return is
shown without sales charge, as described below). For Class B shares, payment
of the applicable contingent deferred sales charge is applied, depending on
the period for which the return is shown: 5.0% in the first year, 4.0% in the
second year, 3.0% in the third and fourth years, 2.0% in the fifth year, 1.0%
in the sixth year and none thereafter. For Class C shares, the 1.0%
contingent deferred sales charge is deducted for returns for the one-year
period. For Class N shares, the 1.0% contingent deferred sales charge is
deducted for returns for the one-year period.

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

     1/n
(ERV)
(---) - 1 = Average Annual Total Return
( P )


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

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


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

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

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


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


      o  Total Returns at Net Asset Value. From time to time the Funds may
also quote a cumulative or an average annual total return "at net asset
value" (without deducting sales charges) for Class A, Class B, Class C or
Class N 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.

Other Performance Comparisons.  Each 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. Each 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 Funds may publish the
ranking of the performance of their 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 Funds, 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 fund in a category that it monitors and averages of
the performance of the Funds in particular categories.

      |X|   Morningstar Ratings. From time to time the Funds may publish the
star rating of the performance of their classes of shares by Morningstar,
Inc., an independent mutual funds monitoring service. Morningstar rates
mutual funds in their specialized market sector. The Funds are not yet rated.

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

      |X|   Performance Rankings and Comparisons by Other Entities and
Publications. From time to time the Funds may include in its advertisements
and sales literature performance information about the Funds 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 Funds' 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 funds statistical services.

      Investors may also wish to compare the returns on the Funds' 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 Funds' returns and share prices 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 Funds 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 Funds may include in its advertisements and sales
literature the total return performance of a hypothetical investment account
that includes shares of the Funds 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 Funds and the total return performance of other
Oppenheimer funds included in the account. Additionally, from time to time,
the Funds' 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 Funds.

         About Your Account

      How to Buy Shares

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

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

AccountLink. When shares are purchased through AccountLink, each purchase
must be at least $50 and shareholders must invest at least $500 before an
Asset Builder Plan (described below) can be established on a new account.
Accounts established prior to November 1, 2002 will remain at $25 for
additional purchases. Shares will be purchased on the regular business day
the Distributor is instructed to initiate the Automated Clearing House
("ACH") transfer to buy the shares. Dividends will begin to accrue on shares
purchased with the proceeds of ACH transfers on the business day the Funds
receive Federal Funds for the purchase through the ACH system before the
close of the New York Stock Exchange (the "NYSE"), The NYSE normally closes
at 4:00 p.m., but may close earlier on certain days. If Federal Funds are
received on a business day after the close of the NYSE, the shares will be
purchased and dividends will begin to accrue on the next regular business
day. The proceeds of ACH transfers are normally received by the Funds 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 Funds 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 B to this Statement of Additional Information because the
Distributor or dealer or broker incurs little or no selling expenses.

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


Oppenheimer AMT-Free Municipals           Oppenheimer MidCap Fund
Oppenheimer AMT-Free New York Municipals  Oppenheimer New Jersey Municipal Fund
Oppenheimer Balanced Fund                 Oppenheimer Pennsylvania Municipal Fund
Oppenheimer Baring China Fund             Oppenheimer Portfolio Series:
Oppenheimer Baring Japan Fund                Active Allocation Fund
Oppenheimer Baring SMA International Fund    Equity Investor Fund
Oppenheimer Core Bond Fund                   Conservative Investor Fund
Oppenheimer California Municipal Fund        Moderate Investor Fund
                                          Oppenheimer Principal Protected Main
Oppenheimer Capital Appreciation Fund     Street Fund
                                          Oppenheimer Principal Protected Main
Oppenheimer Capital Income Fund           Street Fund II
                                          Oppenheimer Principal Protected Main
Oppenheimer Champion Income Fund          Street Fund III
Oppenheimer Commodity Strategy Total
Return Fund                               Oppenheimer Quest Balanced Fund
                                          Oppenheimer Quest International Value
Oppenheimer Convertible Securities Fund   Fund, Inc.
Oppenheimer Developing Markets Fund       Oppenheimer Quest Opportunity Value Fund
Oppenheimer Discovery Fund                Oppenheimer Real Estate Fund
Oppenheimer Dividend Growth Fund          Oppenheimer Rising Dividends Fund, Inc.
                                          Oppenheimer Rochester Arizona Municipal
Oppenheimer Emerging Growth Fund          Fund
                                          Oppenheimer Rochester Maryland
Oppenheimer Enterprise Fund               Municipal Fund
                                          Oppenheimer Rochester Massachusetts
Oppenheimer Equity Fund, Inc.             Municipal Fund
                                          Oppenheimer Rochester Michigan
Oppenheimer Equity Income Fund, Inc.      Municipal Fund
                                          Oppenheimer Rochester Minnesota
Oppenheimer Global Fund                   Municipal Fund
                                          Oppenheimer Rochester National
Oppenheimer Global Opportunities Fund     Municipals
                                          Oppenheimer Rochester North Carolina
Oppenheimer Global Value Fund             Municipal Fund
                                          Oppenheimer Rochester Ohio Municipal
Oppenheimer Gold & Special Minerals Fund  Fund
                                          Oppenheimer Rochester Virginia
Oppenheimer International Bond Fund       Municipal Fund
Oppenheimer International Diversified
Fund                                      Oppenheimer Select Value Fund
Oppenheimer International Growth Fund     Oppenheimer Senior Floating Rate Fund
Oppenheimer International Small Company
Fund                                      Oppenheimer Small- & Mid- Cap Value Fund
Oppenheimer International Value Fund      Oppenheimer SMA Core Bond Fund
Oppenheimer Limited Term California
Municipal Fund                            Oppenheimer SMA International Bond Fund
Oppenheimer Limited-Term Government Fund  Oppenheimer Strategic Income Fund
Oppenheimer Limited Term Municipal Fund   Oppenheimer U.S. Government Trust
Oppenheimer Main Street Fund              Oppenheimer Value Fund
Oppenheimer Main Street Opportunity Fund  Limited-Term New York Municipal Fund
Oppenheimer Main Street Small Cap Fund    Rochester Fund Municipals



LifeCycle Funds
  Oppenheimer Transition 2010 Fund
  Oppenheimer Transition 2015 Fund
  Oppenheimer Transition 2020 Fund
  Oppenheimer Transition 2030 Fund

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


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

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

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

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

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

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

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

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

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

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

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

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

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

      5.    The shares eligible for purchase under the Letter (or the holding
of which may be counted toward completion of a Letter) include:

         (a)Class A shares sold with a front-end sales charge or subject to a
            Class A contingent deferred sales charge,
         (b)Class B and Class C shares of other Oppenheimer funds acquired
            subject to a contingent deferred sales charge, and
         (c)Class A, Class B or Class C shares acquired by exchange of either
            (1) Class A shares of one of the other Oppenheimer funds that
            were acquired subject to a Class A initial or contingent deferred
            sales charge or (2) Class B shares or Class C 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. As indicated in the Prospectus, you normally must
establish your Fund account with $1,000. However, you can open a Fund account
for as little as $500 if you establish an Asset Builder Plan to automatically
purchase additional shares directly from a bank account at the time of your
initial share purchase. An Asset Builder Plan is available only if your bank
is an ACH member. Under an Asset Builder Plan payments to purchase shares of
a Fund will be debited from your bank account automatically. Normally the
debit will be made two business days prior to the investment dates you select
on your application. Neither the Distributor, the Transfer Agent nor the
Funds will be responsible for any delays in purchasing shares that result
from delays in ACH transmissions.

      To establish an Asset Builder Plan at the time you initially purchase
Fund shares, complete the "Asset Builder Plan" information on the Account
Application. To establish an Asset Builder Plan for an existing account, use
the Asset Builder Enrollment Form. The Account Application and the Asset
Builder Enrollment Form are available by contacting the Distributor or may be
downloaded from our website at: www.oppenheimerfunds.com. Before you
establish a new Fund account under the Asset Builder Plan, you should obtain
a prospectus of the selected fund and read it carefully.

      You may change the amount of your Asset Builder payment or you can
terminate your 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 minimum
additional purchase under a new Asset Builder Plan is $50. For Asset Builder
Plans established prior to November 1, 2002, the minimum additional purchase
is $25. Shares purchased by Asset Builder Plan payments are subject to the
redemption restrictions for recent purchases described in the Prospectus. An
Asset Builder Plan may not be used to buy shares for OppenheimerFunds
employer-sponsored qualified retirement accounts. The Funds reserve the right
to amend, suspend or discontinue offering Asset Builder Plans at any time
without prior notice.

Retirement Plans. Certain types of retirement plans are entitled to purchase
shares of the Funds without sales charges or at reduced sales charge rates,
as described in an Appendix to this Statement of Additional Information.
Certain special sales charge arrangements are maintained on a daily valuation
basis by Merrill Lynch Pierce Fenner & Smith, Inc. ("Merrill Lynch") or an
independent record keeper that has a contact or special arrangement with
Merrill Lynch. If on the date the plan sponsor signed the Merrill Lynch
record keeping service agreement the plan has less than $1 million in assets
invested in applicable investments (other than assets invested in money
market funds), than the retirement plan may purchase only Class C shares of
the Oppenheimer funds. If on the date the plan sponsor signed the Merrill
Lynch record keeping service agreement the plan has $1 million or more in
assets but less than $5 million in assets invested in applicable investments
(other than assets invested in Class N shares of the Oppenheimer funds). If
on the date the plan sponsor signed the Merrill Lynch record keeping service
agreement the plan has $5 million or more in assets invested in applicable
investments (other than assets invested in money market funds), then the
retirement plan may purchase only Class A shares of the Oppenheimer funds.

      OppenheimerFunds has entered into arrangements with certain record
keepers whereby the Transfer Agent compensates the record keeper for its
record keeping and account servicing functions that it performs on behalf of
the participant level accounts of a retirement plan. While such compensation
may act to reduce the record keeping fees charged by the retirement plan's
record keeper, that compensation arrangement may be terminated at any time,
potentially affecting the record keeping fees charged by the retirement
plan's record keeper.

Cancellation of Purchase Orders. Cancellation of purchase orders for the
Funds' shares (for example, when a purchase check is returned to the Funds
unpaid) causes a loss to be incurred when the net asset values of the Funds'
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 Funds for
the loss, the Distributor will do so. The Funds may reimburse the Distributor
for that amount by redeeming shares from any account registered in that
investor's name, or the Funds or the Distributor may seek other redress.

Classes of Shares. Each class of shares of the Funds represents an interest
in the same portfolio of investments of the Funds. However, each class has
different shareholder privileges and features. The net income attributable to
Class B, Class C or Class N shares and the dividends payable on Class B,
Class C or Class N 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 N 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,
Class C and Class N shares have no initial sales charge, the purpose of the
deferred sales charge and asset-based sales charge on Class B, Class C and
Class N 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 Funds. A salesperson who is entitled to
receive compensation from his or her firm for selling Fund shares may receive
different levels of compensation for selling one class of shares rather than
another.

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

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

      |X|   Class A Shares Subject to a Contingent Deferred Sales Charge.
Under a special arrangement with Distributor, for purchases of Class A shares
at net asset value whether or not subject to a contingent deferred sales
charge as described in the Prospectus, no sales concessions will be paid to
the broker-dealer of record, on sales of Class A shares purchased with the
redemption proceeds of shares of another mutual fund offered as an investment
option in a retirement plan in which Oppenheimer funds are also offered as
investment options, if the purchase occurs more than 30 days after the
Oppenheimer funds are added as an investment option under that plan.
Additionally, that concession will not be paid on Class A shares purchases by
a retirement plan that are made with the redemption proceeds of Class N
shares of an Oppenheimer fund held by the plan for more than 18 months.

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

      |X|   Availability of Class N Shares. In addition to the description of
the types of retirement plans which may purchase Class N shares contained in
the Prospectus, Class N shares also are offered to the following:

o     to all rollover IRAs (including SEP IRAs and SIMPLE IRAs),
o     to all rollover contributions made to Individual 401(k) plans,
            Profit-Sharing Plans and Money Purchase Pension Plans,
o     to all direct rollovers from OppenheimerFunds-sponsored Pinnacle and
            Ascender retirement plans,
o     to all trustee-to-trustee IRA transfers,
o     to all 90-24 type 403(b) transfers,
o     to Group Retirement Plans (as defined in Appendix B to this Statement
            of Additional Information) which have entered into a special
            agreement with the Distributor for that purpose,
o     to Retirement Plans qualified under Sections 401(a) or 401(k) of the
            Internal Revenue Code, the recordkeeper or the plan sponsor for
            which has entered into a special agreement with the Distributor,
o     to Retirement Plans of a plan sponsor where the aggregate assets of all
            such plans invested in the Oppenheimer funds is $500,000 or more,
o     to OppenheimerFunds-sponsored Ascender 401(k) plans that pay for the
            purchase with the redemption proceeds of Class A shares of one or
            more Oppenheimer funds, and
o     to certain customers of broker-dealers and financial advisors that are
            identified in a special agreement between the broker-dealer or
            financial advisor and the Distributor for that purpose.

      The sales concession and the advance of the service fee, as described
in the Prospectus, will not be paid to dealers of record on sales of Class N
shares on:

o     purchases of Class N shares in amounts of $500,000 or more by a
            retirement plan that pays for the purchase with the redemption
            proceeds of Class A shares of one or more Oppenheimer funds
            (other than rollovers from an OppenheimerFunds-sponsored Pinnacle
            or Ascender 401(k) plan to any IRA invested in the Oppenheimer
            funds),
o     purchases of Class N shares in amounts of $500,000 or more 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 (other than rollovers from an
            OppenheimerFunds-sponsored Pinnacle or Ascender 401(k) plan to
            any IRA invested in the Oppenheimer funds), and
o     on purchases of Class N shares by an OppenheimerFunds-sponsored
            Pinnacle or Ascender 401(k) plan made with the redemption
            proceeds of Class A shares of one or more Oppenheimer funds.

      No sales concessions will be paid to the broker-dealer of record, as
described in the Prospectus, on sales of Class N shares purchased with the
redemption proceeds of shares of another mutual fund offered as an investment
option in a retirement plan in which Oppenheimer funds are also offered as
investment options under a special arrangement with the Distributor, if the
purchase occurs more than 30 days after the Oppenheimer funds are added as an
investment option under that plan.

      |X|   Allocation of Expenses. Each 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 each
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 a 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 such Fund's total assets that is represented by the assets
of each class, and then equally to each outstanding share within a given
class. Such general expenses include management fees, legal, bookkeeping and
audit fees, printing and mailing costs of shareholder reports, Prospectuses,
Statements of Additional Information and other materials for current
shareholders, fees to unaffiliated Trustees, custodian expenses, share
issuance costs, organization and start-up costs, interest, taxes and
brokerage commissions, and non-recurring expenses, such as litigation costs.

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

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

      Listed below are certain cases in which each Fund has elected, in its
discretion, not to assess the Minimum Balance Fee. These exceptions are
subject to change:

o     A Fund account whose shares were acquired after September 30th of the
         prior year;
o     A Fund account that has a balance below $500 due to the automatic
         conversion of shares from Class B to Class A shares. However, once
         all Class B shares held in the account have been converted to Class
         A shares the new Class A share account balance may become subject to
         the Minimum Balance Fee;
o     Accounts of shareholders who elect to access their account documents
         electronically via eDoc Direct (to access account documents
         electronically via eDocs Direct, please visit the Service Center on
         our website at www.oppenheimerfunds.com or call 1.888.470.0862 for
         instructions);
o     A Fund account that has only certificated shares and, has a balance
         below $500 and is being escheated;
o     Accounts of shareholders that are held by broker-dealers under the NSCC
         Fund/SERV system;
o     Accounts held under the Oppenheimer Legacy Program and/or holding
         certain Oppenheimer Variable Account Funds;
o     Omnibus accounts holding shares pursuant to the Pinnacle, Ascender,
         Custom Plus, Recordkeeper Pro and Pension Alliance Retirement Plan
         programs; and
o     A Fund account that falls below the $500 minimum solely due to market
         fluctuations within the 12-month period preceding the date the fee
         is deducted.

      To access documents electronically via eDocs Direct, please visit the
Service Center on our website at www.oppenheimerfunds.com and click the
hyperlink "Sign Up for Electronic Document Delivery" under the heading "I
Want To," or call 1.888.470.0862 for instructions.

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

Determination of Net Asset Values Per Share. The net asset values per share
of each class of shares of each Fund is determined as of the close of
business of the NYSE on each day that the NYSE is open. The calculation is
done by dividing the value of a Fund's net assets attributable to a class by
the number of shares of that class that are outstanding. The NYSE normally
closes at 4:00 p.m., Eastern time, but may close earlier on some days (for
example, in case of weather emergencies or on days falling before a U.S.
holiday). All references to time in this Statement of Additional Information
are to "Eastern time." The NYSE'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 NYSE members may conduct trading in certain
securities on days on which the NYSE is closed (including weekends and
holidays) or after 4:00 p.m. on a regular business day. Because the Funds'
net asset values will not be calculated on those days, the Funds' net asset
values per share may be significantly affected on days when shareholders may
not purchase or redeem shares. Additionally, trading on many foreign stock
exchanges and in over-the-counter markets normally is completed before the
close of the NYSE.

      Changes in the values of securities traded on foreign exchanges or
markets as a result of events that occur after the prices of those securities
are determined, but before the close of the NYSE, will not be reflected in
the Funds' calculation of its net asset values that day unless the Manager
determines that the event is likely to effect a material change in the value
of the security. The Manager, or an internal valuation committee established
by the Manager, as applicable, may establish a valuation, under procedures
established by the Board and subject to the approval, ratification and
confirmation by the Board at its next ensuing meeting.

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

o     Equity securities traded on a U.S. securities exchange are valued as
         follows:
          (1)if last sale information is regularly reported, they are valued
             at the last reported sale price on the principal exchange on
             which they are traded as applicable, on that day, or
          (2)if last sale information is not available on a valuation date,
             they are valued at the last reported sale price preceding the
             valuation date if it is within the spread of the closing "bid"
             and "asked" prices on the valuation date or, if not, at the
             closing "bid" price on the valuation date.
o     Equity securities traded on a foreign securities exchange generally are
         valued in one of the following ways:
          (1)at the last sale price available to the pricing service approved
             by the Board of Trustees, or
          (2)at the last sale price obtained by the Manager from the report
             of the principal exchange on which the security is traded at its
             last trading session on or immediately before the valuation
             date, or
          (3)at the mean between the "bid" and "asked" prices obtained from
             the principal exchange on which the security is traded or, on
             the basis of reasonable inquiry, from two market makers in the
             security.
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 each
         Underlying Fund's Board of Directors/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 each
         Underlying Fund's Board of Directors/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 funds
             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 funds that have a
             remaining maturity of 397 days or less.
o     Securities (including restricted securities) not having
         readily-available market quotations are valued at fair value
         determined under such 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 U.S. government securities, mortgage-backed securities,
corporate bonds and foreign government securities, when last sale information
is not generally available, the Manager may use pricing services approved by
the applicable Board of Directors/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.

      The closing prices in the New York foreign exchange market on a
particular business day that are provided to the Manager by a bank, dealer or
pricing service that the Manager has determined to be reliable are used to
value foreign currency, including forward contracts, and to convert to U.S.
dollars securities that are denominated in foreign currency.

      Puts, calls, and futures are valued at the last sale price on the
principal exchange on which they are traded 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 on the valuation date. If not, the
value shall be the closing bid price on the principal exchange on the
valuation date. If the put, call or future is not traded on an exchange, 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 a Fund writes an option, an amount equal to the premium received
is included in the Fund's Statement of Assets and Liabilities as an asset. An
equivalent credit is included in the liability section. The credit is
adjusted ("marked-to-market") to reflect the current market value of the
option. In determining the Fund's gain on investments, if a call or put
written by the Fund is exercised, the proceeds are increased by the premium
received. If a call or put written by a Fund expires, the Fund has a gain in
the amount of the premium. If a 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 a 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.

Sending Redemption Proceeds by Federal Funds Wire. The Federal funds wire of
redemption proceeds may be delayed if the Funds' custodian bank is not open
for business on a day when the Funds would normally authorize the wire to be
made, which is usually the Funds' 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 Funds are 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 Funds or any of the other Oppenheimer funds into which shares
of the Funds 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, Class N or Class Y shares. The Funds 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
Funds or another of the Oppenheimer funds within 90 days of payment of the
sales charge, the shareholder's basis in the shares of the Funds 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." As stated in the Prospectus, payments for shares tendered
for redemption are ordinarily made in cash. However, under certain
circumstances, the Board of Trustees of each Fund may determine that it would
be detrimental to the best interests of the remaining shareholders of the
Funds to make payment of a redemption order wholly or partly in cash. In that
case, the Funds may pay the redemption proceeds in whole or in part by a
distribution "in kind" of liquid securities from the portfolio of the Funds,
in lieu of cash. The Funds have elected to be governed by Rule 18f-1 under
the Investment Company Act. Under that rule, the Funds are obligated to
redeem shares solely in cash up to the lesser of $250,000 or 1% of the net
assets of the Funds during any 90-day period for any one shareholder.

      If shares are redeemed in kind, the redeeming shareholder would
generally receive shares of one or more of the Underlying Funds. Those shares
would be subject to the applicable Underlying Fund's normal fees, sales
charges, and redemption and exchange policies. If a redemption in kind were
made in other types of securities, the shareholder might incur brokerage or
other costs in selling the securities for cash. The Funds will value
securities used to pay redemptions in kind using the same method the Funds
and the Underlying Funds use to value their 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. Each 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 $500 or such lesser amount as
the Board may fix. The Board 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 (but not less than 30
days). Alternatively, the Board may 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 N contingent deferred sales charge will be followed in
determining the order in which shares are transferred.

Distributions From Retirement Plans. Requests for distributions from
OppenheimerFunds-sponsored IRAs, SEP-IRAs, SIMPLE IRAs, 403(b)(7) custodial
plans, 401(k) plans or pension or profit-sharing plans should be addressed to
"Trustee, OppenheimerFunds Retirement Plans," c/o the Transfer Agent at its
address listed in "How To Sell Shares" in the Prospectus or on the back cover
of this Statement of Additional Information. The request must:

      (1)   state the reason for the distribution;
      (2)   state the owner's awareness of tax penalties if the distribution
            is premature; and
      (3)   conform to the requirements of the plan and the Funds' other
            redemption requirements.

      Participants (other than self-employed plan sponsors) in
OppenheimerFunds-sponsored pension or profit-sharing plans with shares of the
Funds held in the name of the plan or its fiduciary may not directly request
redemption of their accounts. The plan administrator or fiduciary must sign
the request.

      Distributions from pension and profit sharing plans are subject to
special requirements under the Internal Revenue Code and certain documents
(available from the Transfer Agent) must be completed and submitted to the
Transfer Agent before the distribution may be made. Distributions from
retirement plans are subject to withholding requirements under the Internal
Revenue Code, and IRS Form W-4P (available from the Transfer Agent) must be
submitted to the Transfer Agent with the distribution request, or the
distribution may be delayed. Unless the shareholder has provided the Transfer
Agent with a certified tax identification number, the Internal Revenue Code
requires that tax be withheld from any distribution even if the shareholder
elects not to have tax withheld. The Funds, the Manager, the Distributor, and
the Transfer Agent assume no responsibility to determine whether a
distribution satisfies the conditions of applicable tax laws and will not be
responsible for any tax penalties assessed in connection with a distribution.

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

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

Automatic Withdrawal and Exchange Plans. Investors owning shares of the Funds
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 Funds cannot guarantee receipt of a payment on the date requested.
The Funds reserve 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 N shareholders should not establish automatic
withdrawal plans, because of the potential imposition of the contingent
deferred sales charge on such withdrawals (except where the Class B, Class C
or Class N contingent deferred sales charge is waived as described in
Appendix B 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 Funds 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 Funds for shares
(of the same class) of other Oppenheimer funds automatically on a monthly,
quarterly, semi-annual or annual basis under an Automatic Exchange Plan. The
minimum amount that may be exchanged to each other fund account is $50.
Instructions should be provided on the OppenheimerFunds Application or
signature-guaranteed instructions. Exchanges made under these plans are
subject to the restrictions that apply to exchanges as set forth in "How to
Exchange Shares" in the Prospectus and below in this Statement of Additional
Information.

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

      The Transfer Agent will administer the investor's Automatic Withdrawal
Plan as agent for the shareholder(s) (the "Planholder") who executed the Plan
authorization and application submitted to the Transfer Agent. Neither the
Funds 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
Funds 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
Funds. 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 Funds, 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 Funds. 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 Funds 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 Funds, shares that have not been redeemed will be held in uncertificated
form in the name of the Planholder. The account will continue as a
dividend-reinvestment, uncertificated account unless and until proper
instructions are received from the Planholder, his or her executor or
guardian, or another authorized person.

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

            How to Exchange Shares

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

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

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

   The following funds do not offer Class N shares:
   Limited Term New York Municipal Fund      Oppenheimer Rochester Arizona
                                             Municipal Fund
   Oppenheimer AMT-Free Municipals           Oppenheimer Rochester Maryland
                                             Municipal Fund
   Oppenheimer AMT-Free New York Municipals  Oppenheimer Rochester Massachusetts
                                             Municipal Fund
   Oppenheimer California Municipal Fund     Oppenheimer Rochester Michigan
                                             Municipal Fund
   Oppenheimer Institutional Money Market    Oppenheimer Rochester Minnesota
   Fund                                      Municipal Fund
   Oppenheimer Limited Term California       Oppenheimer Rochester National
   Municipal Fund                            Municipals
   Oppenheimer Limited Term Municipal Fund   Oppenheimer Rochester North Carolina
                                             Municipal Fund
   Oppenheimer Money Market Fund, Inc.       Oppenheimer Rochester Ohio Municipal
                                             Fund
   Oppenheimer New Jersey Municipal Fund     Oppenheimer Rochester Virginia
                                             Municipal Fund
   Oppenheimer Principal Protected Main      Oppenheimer Senior Floating Rate Fund
   Street Fund II
   Oppenheimer Pennsylvania Municipal Fund   Rochester Fund Municipals

   The following funds do not offer Class Y shares:
   Limited Term New York Municipal Fund     Oppenheimer Pennsylvania Municipal Fund
   Oppenheimer AMT-Free Municipals          Oppenheimer Principal Protected Main
                                            Street Fund
   Oppenheimer AMT-Free New York Municipals Oppenheimer Principal Protected Main
                                            Street Fund II
   Oppenheimer Balanced Fund                Oppenheimer Principal Protected Main
                                            Street Fund III
   Oppenheimer California Municipal Fund    Oppenheimer Quest International Value
                                            Fund, Inc.
   Oppenheimer Capital Income Fund           Oppenheimer Rochester Arizona
                                             Municipal Fund
   Oppenheimer Cash Reserves                 Oppenheimer Rochester Maryland
                                             Municipal Fund
   Oppenheimer Convertible Securities Fund   Oppenheimer Rochester Massachusetts
                                             Municipal Fund
   Oppenheimer Dividend Growth Fund          Oppenheimer Rochester Michigan
                                             Municipal Fund
   Oppenheimer Equity Income Fund, Inc.      Oppenheimer Rochester Minnesota
                                             Municipal Fund
   Oppenheimer Gold & Special Minerals Fund  Oppenheimer Rochester National
                                             Municipals
   Oppenheimer Institutional Money Market    Oppenheimer Rochester North Carolina
   Fund                                      Municipal Fund
   Oppenheimer Limited Term California       Oppenheimer Rochester Ohio Municipal
   Municipal Fund                            Fund
   Oppenheimer Limited Term Municipal Fund   Oppenheimer Rochester Virginia
                                             Municipal Fund
   Oppenheimer New Jersey Municipal Fund


o     Oppenheimer Money Market Fund, Inc. only offers Class A and Class Y
   shares.
o     Oppenheimer  Institutional  Money Market Fund only offers Class E, Class
      L and Class P shares.
o     Class B and Class C shares of Oppenheimer Cash Reserves are generally
      available only by exchange from the same class of shares of other
      Oppenheimer funds or through OppenheimerFunds-sponsored 401(k) plans.
o     Class M shares of Oppenheimer Convertible Securities Fund may be
      exchanged only for Class A shares of other Oppenheimer funds. They may
      not be acquired by exchange of shares of any class of any other
      Oppenheimer funds except Class A shares of Oppenheimer Money Market
      Fund, Inc. or Oppenheimer Cash Reserves acquired by exchange of Class M
      shares.
o     Class A shares of Oppenheimer funds may be exchanged at net asset value
      for shares of certain money market funds offered by the Distributor.
      Shares of certain money market funds purchased without a sales charge
      may be exchanged for shares of Oppenheimer funds offered with a sales
      charge upon payment of the sales charge.
o     Shares of the Fund acquired by reinvestment of dividends or
      distributions from any of the other Oppenheimer funds or from any unit
      investment trust for which reinvestment arrangements have been made
      with the Distributor may be exchanged at net asset value for shares of
      the same class of any of the other Oppenheimer funds into which you may
      exchange shares.
o     Shares of Oppenheimer Principal Protected Main Street Fund may be
      exchanged at net asset value for shares of the same class of any of the
      other Oppenheimer funds into which you may exchange shares. However,
      shareholders are not permitted to exchange shares of other Oppenheimer
      funds for shares of Oppenheimer Principal Protected Main Street Fund
      until after the expiration of the warranty period (8/5/2010).
o     Shares of Oppenheimer Principal Protected Main Street Fund II may be
      exchanged at net asset value for shares of the same class of any of the
      other Oppenheimer funds into which you may exchange shares. However,
      shareholders are not permitted to exchange shares of other Oppenheimer
      funds for shares of Oppenheimer Principal Protected Main Street Fund II
      until after the expiration of the warranty period (3/3/2011).
o     Shares of Oppenheimer Principal Protected Main Street Fund III may be
      exchanged at net asset value for shares of the same class of any of the
      other Oppenheimer funds into which you may exchange shares. However,
      shareholders are not permitted to exchange shares of other Oppenheimer
      funds for shares of Oppenheimer Principal Protected Main Street Fund
      III until after the expiration of the warranty period (12/16/2011).
o     Class A, Class B, Class C and Class N shares of Oppenheimer Developing
      Markets Fund may be acquired by exchange only with a minimum initial
      investment of $50,000. An existing shareholder of that fund may make
      additional exchanges into that fund with as little as $50.
o     Shares of Oppenheimer International Small Company Fund may be acquired
      only by existing shareholders of that fund. Existing shareholders may
      make exchanges into the fund with as little as $50.
o     In most cases, shares of Oppenheimer Small- & Mid-Cap Value Fund may be
      acquired only by shareholders who currently own shares of that Fund.
o     Oppenheimer Global Value Fund only offers Class A and Class Y shares.
      Class Y shares of that fund may be acquired only by participants in
      certain group retirement plans that have an agreement with the
      Distributor.


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

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

o     When Class A shares of any Oppenheimer fund acquired by exchange of
Class A shares of any Oppenheimer fund purchased subject to a Class A
contingent deferred sales charge are redeemed within 18 months measured from
the beginning of the calendar month of the initial purchase of the exchanged
Class A shares, the Class A contingent deferred sales charge is imposed on
the redeemed shares. Except, however, with respect to Class A shares of
Oppenheimer Rochester National Municipals and Rochester Fund Municipals
acquired prior to October 22, 2007, in which case the Class A contingent
deferred sales charge is imposed on the acquired shares if they are redeemed
within 24 months measured from the beginning of the calendar month of the
initial purchase of the exchanged Class A shares.

o     When Class A shares of Oppenheimer Rochester National Municipals and
Rochester Fund Municipals acquired prior to October 22, 2007 by exchange of
Class A shares of any Oppenheimer fund purchased subject to a Class A
contingent deferred sales charge are redeemed within 24 months of the
beginning of the calendar month of the initial purchase of the exchanged
Class A shares, the Class A contingent deferred sales charge is imposed on
the redeemed shares.

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

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

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

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

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

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

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

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


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

      |X|   Telephone Exchange Requests. When exchanging shares by telephone,
a shareholder must have an existing account in the Funds 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.

      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 Funds to be
acquired are purchased on the Redemption Date, but such purchases may be
delayed by either Fund up to five business days if they determine that they
would be disadvantaged by an immediate transfer of the redemption proceeds.
The Funds reserve the right, in their discretion, to refuse any exchange
request that may disadvantage them. For example, if the receipt of multiple
exchange requests might require the disposition of portfolio securities at a
time or at a price that might be disadvantageous to the Funds, the Funds 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
funds 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 Funds, the Distributor, and the Transfer Agent are unable
to provide investment, tax or legal advice to a shareholder in connection
with an exchange request or any other investment transaction.

            Dividends, Capital Gains and Taxes

      Dividends and Distributions. The Funds have no fixed dividend rate.
There can be no assurance as to the payment of any dividends or the
realization of any capital gains. The dividends and distributions paid by a
class of shares will vary from time to time depending on market conditions,
the composition of the Funds' portfolios, and expenses borne by the Funds or
borne separately by a class. Dividends are calculated in the same manner, at
the same time, and on the same day for each class of shares. However,
dividends on Class B, Class C and Class N shares are expected to be lower
than dividends on Class A and Class Y shares. That is because of the effect
of the asset-based sales charge on Class B, Class C and Class N shares. Those
dividends will also differ in amount as a consequence of any difference in
the net asset values of the different classes of shares.

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

      Some of the Underlying Funds have no fixed dividend rate and there can
be no assurance as to the payment of any dividends or the realization of any
capital gains.

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

      The tax discussion in the Prospectus and this Statement of Additional
Information is based on tax law in effect on the date of the Prospectus and
this Statement of Additional Information. Those laws and regulations may be
changed by legislative, judicial, or administrative action, sometimes with
retroactive effect. State and local tax treatment of ordinary income
dividends and capital gain dividends from regulated investment companies may
differ from the treatment under the Internal Revenue Code described below.
Potential purchasers of shares of the Funds are urged to consult their tax
advisors 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 Funds.

      Generally, the character of the income or capital gains that the Funds
receive from the Underlying Funds will pass through to the Funds'
shareholders as long as the Funds and Underlying Funds continue to qualify as
regulated investment companies. However, short-term capital gains received
from the Underlying Funds will be taxed as ordinary income to the Funds and
therefore may not be offset against long-term capital losses of the Funds and
foreign tax credits or deductions passed through by the Underlying Funds may
not "pass through" to the Funds' shareholders. Additionally, the redemption
of Underlying Fund shares by the Funds may be more frequently characterized
as a dividend as opposed to a sale or exchange of shares under tax rules
applicable to redemptions, thereby resulting in ordinary income without basis
offset for the redeeming Fund rather than capital gain. This will have the
effect of increasing the amount of ordinary income the Funds must distribute
to shareholders.

      Qualification as a Regulated Investment Company. The Funds have elected
to be taxed as regulated investment companies under Subchapter M of the
Internal Revenue Code of 1986, as amended. As regulated investment companies,
the Funds are not subject to federal income tax on the portion of their 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 they distribute to shareholders. Qualification as a regulated investment
company enables a Fund to "pass through" its income and realized capital
gains to shareholders without having to pay tax on them. This avoids a
"double tax" on that income and capital gains, since shareholders normally
will be taxed on the dividends and capital gains they receive from a Fund
(unless Fund shares are held in a retirement account or the shareholder is
otherwise exempt from tax).

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

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

      To qualify as a regulated investment company, a 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) or certain other income and net income
derived from an interest in qualified publicly traded partnerships, as
defined in the Internal Revenue Code.

      In addition to satisfying the requirements described above, each 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 a Fund's
taxable year, at least 50% of the value of its 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, such Fund must not have invested more
than 5% of the value of its total assets in securities of such issuer and the
Fund must not hold more than 10% of the outstanding voting securities of such
issuer. No more than 25% of the value of a Fund's 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), in two or
more issuers which the Fund controls and which are engaged in the same or
similar trades or businesses or in the securities of one or more qualified
publicly traded partnerships as defined in the Internal Revenue Code. 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.

      Excise Tax on Regulated Investment Companies. Under the Internal
Revenue Code, by December 31 each year, each 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, such
Fund must pay an excise tax on the amounts not distributed. It is presently
anticipated that the Funds will meet those requirements. To meet this
requirement, in certain circumstances the Funds 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 a 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.

      Taxation of Fund Distributions. The Funds anticipate distributing
substantially all of their investment company taxable income for each taxable
year. Those distributions will be taxable to shareholders as ordinary income
and treated as dividends for federal income tax purposes. The tax rate on
certain dividend income and long-term capital gain applicable to
non-corporate shareholders has been reduced for taxable years beginning
before January 1, 2009. Distributions comprised of dividends from domestic
corporations and certain foreign corporations (generally, corporations
incorporated in a possession of the United States, some corporations eligible
for treaty benefits under a treaty with the United States and corporations
whose stock is readily tradable on an established securities market in the
United States) are treated as "qualified dividend income" eligible for
taxation at a maximum tax rate of 15% in the hands of non-corporate
shareholders. A certain portion of the Underlying Funds' dividends when paid
to the Funds may be eligible for treatment as qualified dividend income when
paid to noncorporate shareholders of the Funds. In order for dividends paid
by a Fund to be qualified dividend income, the respective Underlying Fund
must meet holding period and certain other requirements with respect to the
dividend-paying stocks in its portfolio, such Fund must meet the holding
period and other requirements with respect to the Underlying Fund shares, and
the non-corporate shareholder must meet holding period and certain other
requirements with respect to the Fund's shares. To the extent that an
Underlying Fund or a Fund engages in securities lending with respect to stock
paying qualified dividend income, the ability to pay qualified dividend
income to shareholders will be limited.

      Special provisions of the Internal Revenue Code govern the eligibility
of a Fund's dividends for the dividends-received deduction for corporate
shareholders. Long-term capital gains distributions are not eligible for the
deduction. The amount of dividends paid by a Fund that may qualify for the
deduction is limited to the aggregate amount of qualifying dividends that the
Fund derives from portfolio investments that such Fund has held for a minimum
period, usually 46 days. A corporate shareholder will not be eligible for the
deduction on dividends paid on Fund shares held for 45 days or less. To the
extent a Fund's dividends are derived from gross income from option premiums,
interest income or short-term gains from the sale of securities or dividends
from foreign corporations, those dividends will not qualify for the deduction.

      The Funds may either retain or distribute to shareholders their net
capital gain for each taxable year. The Funds currently intend to distribute
any such amounts although their ability to do so will depend on whether the
Underlying Funds distribute such gains. If net long term capital gains are
distributed and designated as a capital gain distribution, they will be
taxable to shareholders as 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 distributing Fund before
the shareholder acquired his or her shares.

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

      Investment income that may be received by certain Underlying Funds from
sources within foreign countries may be subject to foreign taxes withheld at
the source. The United States has entered into tax treaties with many foreign
countries which entitle an Underlying Fund to a reduced rate of, or exemption
from, taxes on such income. The Funds will not be able to pass through
certain foreign tax credits or deductions that would otherwise be available
to a shareholder in an Underlying Fund.

      Distributions by the Funds that do not constitute ordinary income
dividends or capital gain distributions will be treated as a return of
capital to the extent of a shareholder's tax basis in his or her shares. Any
excess will be treated as gain from the sale of those shares, as discussed
below. Shareholders of each Fund will be advised annually as to the U.S.
federal income tax consequences of distributions made (or deemed made) during
the year. If any prior distributions must be re-characterized as a
non-taxable return of capital at the end of a Fund's fiscal year, such
distributions will be identified as such in notices sent to shareholders.

      Distributions by the Funds will be treated in the manner described
above regardless of whether the distributions are paid in cash or reinvested
in additional shares of the applicable 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.

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

      Tax Effects of Redemptions of Shares. If a shareholder redeems all or a
portion of his/her shares, the shareholder will recognize a gain or loss on
the redeemed shares in an amount equal to the difference between the proceeds
of the redeemed shares and the shareholder's adjusted tax basis in the
shares. All or a portion of any loss recognized in that manner may be
disallowed if the shareholder purchases other shares of the same Fund
(including through dividend reinvestment) 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.

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

      Ordinary income dividends paid to stockholders who are nonresident
aliens or foreign entities (which are deemed not "effectively connected
income") generally will be subject to a 30% U.S. withholding tax under
existing provisions of the Internal Revenue Code applicable to foreign
individuals and entities unless a reduced rate of withholding or a
withholding exemption is provided under applicable treaty law. Under the
provisions of the American Jobs Creation Act of 2004 (the "2004 Tax Act"),
dividends derived by a regulated investment company from short-term capital
gains and qualifying net interest income (including income from original
issue discount and market discount) and paid to stockholders who are
nonresident aliens and foreign entities if and to the extent properly
designated as "interest-related dividends" or "short-term capital gain
dividends," generally will not be subject to U.S. withholding tax. Where
possible, the Funds intend to make such designations. Under recent guidance
issued by the IRS, a regulated investment company will generally be allowed
to designate the maximum amount of its qualified dividend income, interest
related dividends and short term capital gain dividends even where the
aggregate of the amounts designated exceeds the amounts of the regulated
investment company distributions. However, in any given tax year, there may
be circumstances which would cause a Fund not to designate the maximum amount
of interest-related income or short term capital gain income eligible for
exemption. It is not possible to predict what portion, if any, of a Fund's
distributions will be designated as short-term capital gains or interest
income exempt from withholding in the hands of nonresident and foreign
stockholders.

      The 2004 Tax Act also provides that distributions of a Fund
attributable to gains from sales or exchanges of "U.S. real property
interests," as defined in the Internal Revenue Code and Treasury regulations
(including gains on the sale or exchange of shares in certain "U.S. real
property holding corporations," which may include certain real estate
investment trusts among other entities and certain real estate investment
company capital gain dividends) generally will cause a foreign stockholder to
treat such gain as income effectively connected to a trade or business within
the United States, generally subject to tax at the graduated rates applicable
to U.S. stockholders. Such distributions may be subject to U.S. withholding
tax and may require the foreign stockholder to file a U.S. federal income tax
return.

      These provisions generally would apply to distributions with respect to
taxable years of the Funds beginning after December 31, 2004 and before
January 1, 2008.

      If the ordinary income dividends from a Fund are effectively connected
with the conduct of a U.S. trade or business, then the foreign person may
claim an exemption from 30% withholding provided the Fund obtains a properly
completed and signed Certificate of Foreign Status. If the foreign person
fails to provide a certification of his/her foreign status, the Fund will be
required to withhold U.S. tax at a rate of 28% on ordinary income dividends,
capital gains distributions and the proceeds of the redemption of shares,
paid to any foreign person. Any tax withheld (in this situation) by the Fund
is remitted by the Fund to the U.S. Treasury and all income and any tax
withheld is identified in reports mailed to shareholders in January of each
year with a copy sent to the IRS.

      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 Funds, including the applicability of the
U.S. withholding taxes described above.

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

      Additional Information About the Funds

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

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

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





                                  Appendix A

RATINGS DEFINITIONS

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

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

LONG-TERM RATINGS: BONDS AND PREFERRED STOCK ISSUER RATINGS

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

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

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

Moody's applies numerical modifiers 1, 2, and 3 in each generic rating
classification from "Aa" through "Caa." The modifier "1" indicates that the
obligation ranks in the higher end of its generic rating category; the
modifier "2" indicates a mid-range ranking; and the modifier "3" indicates a
ranking in the lower end of that generic rating category. Advanced refunded
issues that are secured by certain assets are identified with a # symbol.

PRIME RATING SYSTEM (SHORT-TERM RATINGS - TAXABLE DEBT)
These ratings are opinions of the ability of issuers to honor senior
financial obligations and contracts. Such obligations generally have an
original maturity not exceeding one year, unless explicitly noted.

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

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

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

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

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

LONG-TERM ISSUE CREDIT RATINGS
Issue credit ratings are based in varying degrees, on the following
considerations:
o     Likelihood of payment-capacity and willingness of the obligor to meet
   its financial commitment on an obligation in accordance with the terms of
   the obligation;
o     Nature of and provisions of the obligation; and
o     Protection afforded by, and relative position of, the obligation in the
   event of bankruptcy, reorganization, or other arrangement under the laws
   of bankruptcy and other laws affecting creditors' rights.
      The issue ratings definitions are expressed in terms of default risk.
As such, they pertain to senior obligations of an entity. Junior obligations
are typically rated lower than senior obligations, to reflect the lower
priority in bankruptcy, as noted above.

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

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

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

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

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

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

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

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

CC: An obligation rated "CC" are currently highly vulnerable to nonpayment.

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

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

The ratings from "AA" to "CCC" may be modified by the addition of a plus (+)
or minus (-) sign to show relative standing within the major rating
categories.

c: The 'c' subscript is used to provide additional information to investors
that the bank may terminate its obligation to purchase tendered bonds if the
long-term credit rating of the issuer is below an investment-grade level
and/or the issuer's bonds are deemed taxable.

p: The letter 'p' indicates that the rating is provisional. A provisional
rating assumes the successful completion of the project financed by the debt
being rated and indicates that payment of debt service requirements is
largely or entirely dependent upon the successful, timely completion of the
project. This rating, however, while addressing credit quality subsequent to
completion of the project, makes no comment on the likelihood of or the risk
of default upon failure of such completion. The investor should exercise his
own judgment with respect to such likelihood and risk.

Continuance of the ratings is contingent upon Standard & Poor's receipt of an
executed copy of the escrow agreement or closing documentation confirming
investments and cash flows.

r: The 'r' highlights derivative, hybrid, and certain other obligations that
Standard & Poor's believes may experience high volatility or high variability
in expected returns as a result of noncredit risks. Examples of such
obligations are securities with principal or interest return indexed to
equities, commodities, or currencies; certain swaps and options; and
interest-only and principal-only mortgage securities. The absence of an 'r'
symbol should not be taken as an indication that an obligation will exhibit
no volatility or variability in total return.

N.R. Not rated.

Debt obligations of issuers outside the United States and its territories are
rated on the same basis as domestic corporate and municipal issues. The
ratings measure the creditworthiness of the obligor but do not take into
account currency exchange and related uncertainties.

Bond Investment Quality Standards

Under present commercial bank regulations issued by the Comptroller of the
Currency, bonds rated in the top four categories ('AAA', 'AA', 'A', 'BBB',
commonly known as investment-grade ratings) generally are regarded as
eligible for bank investment. Also, the laws of various states governing
legal investments impose certain rating or other standards for obligations
eligible for investment by savings banks, trust companies, insurance
companies, and fiduciaries in general

Short-Term Issue Credit Ratings
Short-term ratings are generally assigned to those obligations considered
short-term in the relevant market. In the U.S., for example, that means
obligations with an original maturity of no more than 365 days-including
commercial paper.

A-1: A short-term obligation rated "A-1" is rated in the highest category by
Standard & Poor's. The obligor's capacity to meet its financial commitment on
the obligation is strong. Within this category, certain obligations are
designated with a plus sign (+). This indicates that the obligor's capacity
to meet its financial commitment on these obligations is extremely strong.

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

A-3: A short-term obligation rated "A-3" exhibits adequate protection
parameters. However, adverse economic conditions or changing circumstances
are more likely to lead to a weakened capacity of the obligor to meet its
financial commitment on the obligation.

B: A short-term obligation rated "B" is regarded as having significant
speculative characteristics. The obligor currently has the capacity to meet
its financial commitment on the obligation; however, it faces major ongoing
uncertainties which could lead to the obligor's inadequate capacity to meet
its financial commitment on the obligation.

C: A short-term obligation rated "C" is currently vulnerable to nonpayment
and is dependent upon favorable business, financial, and economic conditions
for the obligor to meet its financial commitment on the obligation.

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

NOTES:

A Standard & Poor's note rating reflects the liquidity factors and market
access risks unique to notes. Notes due in three years or less will likely
receive a note rating. Notes maturing beyond three years will most likely
receive a long-term debt rating. The following criteria will be used in
making that assessment:

o     Amortization schedule-the larger the final maturity relative to other
   maturities, the more likely it will be treated as a note; and
o     Source of payment-the more dependent the issue is on the market for its
   refinancing, the more likely it will be treated as a note.

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

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

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

Fitch, Inc.
International credit ratings assess the capacity to meet foreign currency or
local currency commitments. Both "foreign currency" and "local currency"
ratings are internationally comparable assessments. The local currency rating
measures the probability of payment within the relevant sovereign state's
currency and jurisdiction and therefore, unlike the foreign currency rating,
does not take account of the possibility of foreign exchange controls
limiting transfer into foreign currency.

INTERNATIONAL LONG-TERM CREDIT RATINGS
The following ratings scale applies to foreign currency and local currency
ratings.

Investment Grade:

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

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

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

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

Speculative Grade:

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

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

CCC, 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
The following ratings scale applies to foreign currency and local currency
ratings. A short-term rating has a time horizon of less than 12 months for
most obligations, or up to three years for U.S. public finance securities,
and thus places greater emphasis on the liquidity necessary to meet financial
commitments in a timely manner.

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

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

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

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

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

D: Default. Denotes actual or imminent payment default.







                                     B-19
                                 Appendix B

        OppenheimerFunds Special Sales Charge Arrangements and Waivers

In certain cases, the initial sales charge that applies to purchases of Class
A shares(1) of the Oppenheimer funds or the contingent deferred sales charge
that may apply to Class A, Class B or Class C shares may be waived.(2)  That
is because of the economies of sales efforts realized by OppenheimerFunds
Distributor, Inc., (referred to in this document as the "Distributor"), or by
dealers or other financial institutions that offer those shares to certain
classes of investors. Not all waivers apply to all funds.

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

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

Waivers that apply at the time shares are redeemed must be requested by the
shareholder and/or dealer in the redemption request.
I.    Applicability of Class A Contingent Deferred Sales Charges in Certain
   Cases
------------------------------------------------------------------------------

Purchases of Class A Shares of Oppenheimer Funds That Are Not Subject to
Initial Sales Charge but May Be Subject to the Class A Contingent Deferred
Sales Charge (unless a waiver applies).

      There is no initial sales charge on purchases of Class A shares of any
of the Oppenheimer funds in the cases listed below. However, these purchases
may be subject to the Class A contingent deferred sales charge if redeemed
within 18 months (24 months in the case of shares of Oppenheimer Rochester
National Municipals and Rochester Fund Municipals purchased prior to October
22, 2007) of the beginning of the calendar month of their purchase, as
described in the Prospectus (unless a waiver described elsewhere in this
Appendix applies to the redemption). Additionally, on shares purchased under
these waivers that are subject to the Class A contingent deferred sales
charge, the Distributor will pay the applicable concession described in the
Prospectus under "Class A Contingent Deferred Sales Charge."(5) This waiver
provision applies to:
|_|   Purchases of Class A shares aggregating $1 million or more.
|_|   Purchases of Class A shares, prior to March 1, 2007, by a Retirement
         Plan that was permitted to purchase such shares at net asset value
         but subject to a contingent deferred sales charge prior to March 1,
         2001. That included plans (other than IRA or 403(b)(7) Custodial
         Plans) that: 1) bought shares costing $500,000 or more, 2) had at
         the time of purchase 100 or more eligible employees or total plan
         assets of $500,000 or more, or 3) certified to the Distributor that
         it projects to have annual plan purchases of $200,000 or more.
|_|   Purchases by an OppenheimerFunds-sponsored Rollover IRA, if the
         purchases are made:
         1) through a broker, dealer, bank or registered investment adviser
            that has made special arrangements with the Distributor for those
            purchases, or
         2) by a direct rollover of a distribution from a qualified
            Retirement Plan if the administrator of that Plan has made
            special arrangements with the Distributor for those purchases.
|_|   Purchases of Class A shares by Retirement Plans that have any of the
         following record-keeping arrangements:
         1) The record keeping is performed by Merrill Lynch Pierce Fenner &
            Smith, Inc. ("Merrill Lynch") on a daily valuation basis for the
            Retirement Plan. On the date the plan sponsor signs the
            record-keeping service agreement with Merrill Lynch, the Plan
            must have $3 million or more of its assets invested in (a) mutual
            funds, other than those advised or managed by Merrill Lynch
            Investment Management, L.P. ("MLIM"), that are made available
            under a Service Agreement between Merrill Lynch and the mutual
            fund's principal underwriter or distributor, and  (b)  funds
            advised or managed by MLIM (the funds described in (a) and (b)
            are referred to as "Applicable Investments").
         2) The record keeping for the Retirement Plan is performed on a
            daily valuation basis by a record keeper whose services are
            provided under a contract or arrangement between the Retirement
            Plan and Merrill Lynch. On the date the plan sponsor signs the
            record keeping service agreement with Merrill Lynch, the Plan
            must have $5 million or more of its assets (excluding assets
            invested in money market funds) invested in Applicable
            Investments.
         3) The record keeping for a Retirement Plan is handled under a
            service agreement with Merrill Lynch and on the date the plan
            sponsor signs that agreement, the Plan has 500 or more eligible
            employees (as determined by the Merrill Lynch plan conversion
            manager).
II.   Waivers of Class A Sales Charges of Oppenheimer Funds
------------------------------------------------------------------------------

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

Class A shares purchased by the following investors are not subject to any
Class A sales charges (and no concessions are paid by the Distributor on such
purchases):
|_|   The Manager or its affiliates.
|_|   Present or former officers, directors, trustees and employees (and
         their "immediate families") of the Fund, the Manager and its
         affiliates, and retirement plans established by them for their
         employees. The term "immediate family" refers to one's spouse,
         children, grandchildren, grandparents, parents, parents-in-law,
         brothers and sisters, sons- and daughters-in-law, a sibling's
         spouse, a spouse's siblings, aunts, uncles, nieces and nephews;
         relatives by virtue of a remarriage (step-children, step-parents,
         etc.) are included.
|_|   Registered management investment companies, or separate accounts of
         insurance companies having an agreement with the Manager or the
         Distributor for that purpose.
|_|   Dealers or brokers that have a sales agreement with the Distributor, if
         they purchase shares for their own accounts or for retirement plans
         for their employees.
|_|   Employees and registered representatives (and their spouses) of dealers
         or brokers described above or financial institutions that have
         entered into sales arrangements with such dealers or brokers (and
         which are identified as such to the Distributor) or with the
         Distributor. The purchaser must certify to the Distributor at the
         time of purchase that the purchase is for the purchaser's own
         account (or for the benefit of such employee's spouse or minor
         children).
|_|   Dealers, brokers, banks or registered investment advisers that have
         entered into an agreement with the Distributor providing
         specifically for the use of shares of the Fund in particular
         investment products made available to their clients. Those clients
         may be charged a transaction fee by their dealer, broker, bank or
         advisor for the purchase or sale of Fund shares.
|_|   Investment advisers and financial planners who have entered into an
         agreement for this purpose with the Distributor and who charge an
         advisory, consulting or other fee for their services and buy shares
         for their own accounts or the accounts of their clients.
|_|   "Rabbi trusts" that buy shares for their own accounts, if the purchases
         are made through a broker or agent or other financial intermediary
         that has made special arrangements with the Distributor for those
         purchases.
|_|   Clients of investment advisers or financial planners (that have entered
         into an agreement for this purpose with the Distributor) who buy
         shares for their own accounts may also purchase shares without sales
         charge but only if their accounts are linked to a master account of
         their investment adviser or financial planner on the books and
         records of the broker, agent or financial intermediary with which
         the Distributor has made such special arrangements . Each of these
         investors may be charged a fee by the broker, agent or financial
         intermediary for purchasing shares.
|_|   Directors, trustees, officers or full-time employees of OpCap Advisors
         or its affiliates, their relatives or any trust, pension, profit
         sharing or other benefit plan which beneficially owns shares for
         those persons.
|_|   Accounts for which Oppenheimer Capital (or its successor) is the
         investment adviser (the Distributor must be advised of this
         arrangement) and persons who are directors or trustees of the
         company or trust which is the beneficial owner of such accounts.
|_|   A unit investment trust that has entered into an appropriate agreement
         with the Distributor.
|_|   Dealers, brokers, banks, or registered investment advisers that have
         entered into an agreement with the Distributor to sell shares to
         defined contribution employee retirement plans for which the dealer,
         broker or investment adviser provides administration services.
|_|   Retirement Plans and deferred compensation plans and trusts used to
         fund those plans (including, for example, plans qualified or created
         under sections 401(a), 401(k), 403(b) or 457 of the Internal Revenue
         Code), in each case if those purchases are made through a broker,
         agent or other financial intermediary that has made special
         arrangements with the Distributor for those purchases.
|_|   A TRAC-2000 401(k) plan (sponsored by the former Quest for Value
         Advisors) whose Class B or Class C shares of a Former Quest for
         Value Fund were exchanged for Class A shares of that Fund due to the
         termination of the Class B and Class C TRAC-2000 program on November
         24, 1995.
|_|   A qualified Retirement Plan that had agreed with the former Quest for
         Value Advisors to purchase shares of any of the Former Quest for
         Value Funds at net asset value, with such shares to be held through
         DCXchange, a sub-transfer agency mutual fund clearinghouse, if that
         arrangement was consummated and share purchases commenced by
         December 31, 1996.
|_|   Effective March 1, 2007, 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.
|_|   Effective October 1, 2005, taxable accounts established with the
         proceeds of Required Minimum Distributions from Retirement Plans.
|_|   Purchases by former shareholders of Atlas Strategic Income Fund of the
         Class A shares of any Oppenheimer fund that is available for
         exchange to shareholders of Oppenheimer Strategic Income Fund.

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

1.    Class A shares issued or purchased in the following transactions are
   not subject to sales charges (and no concessions are paid by the
   Distributor on such purchases):
|_|   Shares issued in plans of reorganization, such as mergers, asset
         acquisitions and exchange offers, to which the Fund is a party.
|_|   Shares purchased by the reinvestment of dividends or other
         distributions reinvested from the Fund or other Oppenheimer funds or
         unit investment trusts for which reinvestment arrangements have been
         made with the Distributor.
|_|   Shares purchased by certain Retirement Plans that are part of a
         retirement plan or platform offered by banks, broker-dealers,
         financial advisors or insurance companies, or serviced by
         recordkeepers.
|_|   Shares purchased by the reinvestment of loan repayments by a
         participant in a Retirement Plan for which the Manager or an
         affiliate acts as sponsor.
|_|   Shares purchased in amounts of less than $5.

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

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

The Class A contingent deferred sales charge is also waived if shares that
would otherwise be subject to the contingent deferred sales charge are
redeemed in the following cases:
|_|   To make Automatic Withdrawal Plan payments that are limited annually to
         no more than 12% of the account value adjusted annually.
|_|   Involuntary redemptions of shares by operation of law or involuntary
         redemptions of small accounts (please refer to "Shareholder Account
         Rules and Policies," in the applicable fund Prospectus).
|_|   For distributions from Retirement Plans, deferred compensation plans or
         other employee benefit plans for any of the following purposes:
         1) Following the death or disability (as defined in the Internal
            Revenue Code) of the participant or beneficiary. The death or
            disability must occur after the participant's account was
            established.
         2) To return excess contributions.
         3) To return contributions made due to a mistake of fact.
4)    Hardship withdrawals, as defined in the plan.(6)
         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.(7)
         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.
|_|   At the sole discretion of the Distributor, the contingent deferred
         sales charge may be waived for redemptions of shares requested by
         the shareholder of record within 60 days following the termination
         by the Distributor of the selling agreement between the Distributor
         and the shareholder of record's broker-dealer of record for the
         account.
III.  Waivers of Class B, Class C and Class N Sales Charges of Oppenheimer
      Funds
---------------------------------------------------------------------------------

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

A. Waivers for Redemptions in Certain Cases.

The Class B, Class C and Class N contingent deferred sales charges will be
waived for redemptions of shares in the following cases:
|_|   Shares redeemed involuntarily, as described in "Shareholder Account
         Rules and Policies," in the applicable Prospectus.
|_|   Redemptions from accounts other than Retirement Plans following the
         death or disability of the last surviving shareholder. The death or
         disability must have occurred after the account was established, and
         for disability you must provide evidence of a determination of
         disability by the Social Security Administration.
|_|   The contingent deferred sales charges are generally not waived
         following the death or disability of a grantor or trustee for a
         trust account. The contingent deferred sales charges will only be
         waived in the limited case of the death of the trustee of a grantor
         trust or revocable living trust for which the trustee is also the
         sole beneficiary. The death or disability must have occurred after
         the account was established, and for disability you must provide
         evidence of a determination of disability (as defined in the
         Internal Revenue Code).
|_|   Distributions from accounts for which the broker-dealer of record has
         entered into a special agreement with the Distributor allowing this
         waiver.
|_|   At the sole discretion of the Distributor, the contingent deferred
         sales charge may be waived for redemptions of shares requested by
         the shareholder of record within 60 days following the termination
         by the Distributor of the selling agreement between the Distributor
         and the shareholder of record's broker-dealer of record for the
         account.
|_|   Redemptions of Class B shares held by Retirement Plans whose records
         are maintained on a daily valuation basis by Merrill Lynch or an
         independent record keeper under a contract with Merrill Lynch.
|_|   Redemptions of Class C shares of Oppenheimer U.S. Government Trust from
         accounts of clients of financial institutions that have entered into
         a special arrangement with the Distributor for this purpose.
|_|   Redemptions of Class C shares of an Oppenheimer fund in amounts of $1
         million or more requested in writing by a Retirement Plan sponsor
         and submitted more than 12 months after the Retirement Plan's first
         purchase of Class C shares, if the redemption proceeds are invested
         to purchase Class N shares of one or more Oppenheimer funds.
|_|   Distributions(8) from Retirement Plans or other employee benefit plans
         for any of the following purposes:
         1) Following the death or disability (as defined in the Internal
            Revenue Code) of the participant or beneficiary. The death or
            disability must occur after the participant's account was
            established in an Oppenheimer fund.
         2) To return excess contributions made to a participant's account.
         3) To return contributions made due to a mistake of fact.
         4) To make hardship withdrawals, as defined in the plan.(9)
         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.(10)
         9) On account of the participant's separation from service.(11)
         10)      Participant-directed redemptions to purchase shares of a
            mutual fund (other than a fund managed by the Manager or a
            subsidiary of the Manager) offered as an investment option in a
            Retirement Plan if the plan has made special arrangements with
            the Distributor.
         11)      Distributions made on account of a plan termination or
            "in-service" distributions, if the redemption proceeds are rolled
            over directly to an OppenheimerFunds-sponsored IRA.
         12)      For distributions from a participant's account under an
            Automatic Withdrawal Plan after the participant reaches age 59 1/2,
            as long as the aggregate value of the distributions does not
            exceed 10% of the account's value, adjusted annually.
         13)      Redemptions of Class B shares under an Automatic Withdrawal
            Plan for an account other than a Retirement Plan, if the
            aggregate value of the redeemed shares does not exceed 10% of the
            account's value, adjusted annually.
         14)      For distributions from 401(k) plans sponsored by
            broker-dealers that have entered into a special arrangement with
            the Distributor allowing this waiver.
|_|   Redemptions of Class B shares or Class C shares under an Automatic
         Withdrawal Plan from an account other than a Retirement Plan if the
         aggregate value of the redeemed shares does not exceed 10% of the
         account's value annually.

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

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

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

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

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

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

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

A. Reductions or Waivers of Class A Sales Charges.

|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.

--------------------------------------------------------------------------------
                      Initial Sales       Initial Sales Charge   Concession as
Number of Eligible    Charge as a % of    as a % of Net Amount   % of Offering
Employees or Members  Offering Price      Invested               Price
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
9 or Fewer            2.50%               2.56%                  2.00%
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
At least 10 but not   2.00%               2.04%                  1.60%
more than 49
--------------------------------------------------------------------------------

------------------------------------------------------------------------------
      For purchases by Associations having 50 or more eligible employees or
members, there is no initial sales charge on purchases of Class A shares, but
those shares are subject to the Class A contingent deferred sales charge
described in the applicable fund's Prospectus.

      Purchases made under this arrangement qualify for the lower of either
the sales charge rate in the table based on the number of members of an
Association, or the sales charge rate that applies under the Right of
Accumulation described in the applicable fund's Prospectus and Statement of
Additional Information. Individuals who qualify under this arrangement for
reduced sales charge rates as members of Associations also may purchase
shares for their individual or custodial accounts at these reduced sales
charge rates, upon request to the Distributor.

|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.
o
|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.
o
|X|   Waivers for Redemptions of Shares Purchased on or After March 6, 1995
but Prior to November 24, 1995. In the following cases, the contingent
deferred sales charge will be waived for redemptions of Class A, Class B or
Class C shares of an Oppenheimer fund. The shares must have been acquired by
the merger of a Former Quest for Value Fund into the fund or by exchange from
an Oppenheimer fund that was a Former Quest For Value Fund or into which such
Former Quest for Value Fund merged. Those shares must have been purchased on
or after March 6, 1995, but prior to November 24, 1995:
o     redemptions following the death or disability of the shareholder(s) (as
            evidenced by a determination of total disability by the U.S.
            Social Security Administration);
o     withdrawals under an automatic withdrawal plan (but only for Class B or
            Class C shares) where the annual withdrawals do not exceed 10% of
            the initial value of the account value; adjusted annually, and
o     liquidation of a shareholder's account if the aggregate net asset value
            of shares held in the account is less than the required minimum
            account value.
      A shareholder's account will be credited with the amount of any
contingent deferred sales charge paid on the redemption of any Class A, Class
B or Class C shares of the Oppenheimer fund described in this section if the
proceeds are invested in the same Class of shares in that fund or another
Oppenheimer fund within 90 days after redemption.
V.    Special Sales Charge Arrangements for Shareholders of Certain
      Oppenheimer Funds Who Were Shareholders of Connecticut Mutual
      Investment Accounts, Inc.
---------------------------------------------------------------------------

The initial and contingent deferred sale charge rates and waivers for Class A
and Class B shares described in the respective Prospectus (or this Appendix)
of the following Oppenheimer funds (each is referred to as a "Fund" in this
section):
   Oppenheimer U. S. Government Trust,
   Oppenheimer Core Bond Fund,
   Oppenheimer Value Fund and
are modified as described below for those Fund shareholders who were
shareholders of the following funds (referred to as the "Former Connecticut
Mutual Funds") on March 1, 1996, when OppenheimerFunds, Inc. became the
investment adviser to the Former Connecticut Mutual Funds:
   Connecticut Mutual Liquid Account         Connecticut Mutual Total Return
   Account
   Connecticut Mutual Government Securities Account   CMIA LifeSpan Capital
   Appreciation Account
   Connecticut Mutual Income Account         CMIA LifeSpan Balanced Account
   Connecticut Mutual Growth Account         CMIA Diversified Income Account

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

|X|   Class A Contingent Deferred Sales Charge. Certain shareholders of a
Fund and the other Former Connecticut Mutual Funds are entitled to continue
to make additional purchases of Class A shares at net asset value without a
Class A initial sales charge, but subject to the Class A contingent deferred
sales charge that was in effect prior to March 18, 1996 (the "prior Class A
CDSC"). Under the prior Class A CDSC, if any of those shares are redeemed
within one year of purchase, they will be assessed a 1% contingent deferred
sales charge on an amount equal to the current market value or the original
purchase price of the shares sold, whichever is smaller (in such redemptions,
any shares not subject to the prior Class A CDSC will be redeemed first).

      Those shareholders who are eligible for the prior Class A CDSC are:
         1) persons whose purchases of Class A shares of a Fund and other
            Former Connecticut Mutual Funds were $500,000 prior to March 18,
            1996, as a result of direct purchases or purchases pursuant to
            the Fund's policies on Combined Purchases or Rights of
            Accumulation, who still hold those shares in that Fund or other
            Former Connecticut Mutual Funds, and
         2) persons whose intended purchases under a Statement of Intention
            entered into prior to March 18, 1996, with the former general
            distributor of the Former Connecticut Mutual Funds to purchase
            shares valued at $500,000 or more over a 13-month period entitled
            those persons to purchase shares at net asset value without being
            subject to the Class A initial sales charge

      Any of the Class A shares of a Fund and the other Former Connecticut
Mutual Funds that were purchased at net asset value prior to March 18, 1996,
remain subject to the prior Class A CDSC, or if any additional shares are
purchased by those shareholders at net asset value pursuant to this
arrangement they will be subject to the prior Class A CDSC.

|X|   Class A Sales Charge Waivers. Additional Class A shares of a Fund may
be purchased without a sales charge, by a person who was in one (or more) of
the categories below and acquired Class A shares prior to March 18, 1996, and
still holds Class A shares:
         1) any purchaser, provided the total initial amount invested in the
            Fund or any one or more of the Former Connecticut Mutual Funds
            totaled $500,000 or more, including investments made pursuant to
            the Combined Purchases, Statement of Intention and Rights of
            Accumulation features available at the time of the initial
            purchase and such investment is still held in one or more of the
            Former Connecticut Mutual Funds or a Fund into which such Fund
            merged;
         2) any participant in a qualified plan, provided that the total
            initial amount invested by the plan in the Fund or any one or
            more of the Former Connecticut Mutual Funds totaled $500,000 or
            more;
         3) Directors of the Fund or any one or more of the Former
            Connecticut Mutual Funds and members of their immediate families;
         4) employee benefit plans sponsored by Connecticut Mutual Financial
            Services, L.L.C. ("CMFS"), the prior distributor of the Former
            Connecticut Mutual Funds, and its affiliated companies;
         5) one or more members of a group of at least 1,000 persons (and
            persons who are retirees from such group) engaged in a common
            business, profession, civic or charitable endeavor or other
            activity, and the spouses and minor dependent children of such
            persons, pursuant to a marketing program between CMFS and such
            group; and
         6) an institution acting as a fiduciary on behalf of an individual
            or individuals, if such institution was directly compensated by
            the individual(s) for recommending the purchase of the shares of
            the Fund or any one or more of the Former Connecticut Mutual
            Funds, provided the institution had an agreement with CMFS.

      Purchases of Class A shares made pursuant to (1) and (2) above may be
subject to the Class A CDSC of the Former Connecticut Mutual Funds described
above.

      Additionally, Class A shares of a Fund may be purchased without a sales
charge by any holder of a variable annuity contract issued in New York State
by Connecticut Mutual Life Insurance Company through the Panorama Separate
Account which is beyond the applicable surrender charge period and which was
used to fund a qualified plan, if that holder exchanges the variable annuity
contract proceeds to buy Class A shares of the Fund.

B. Class A and Class B Contingent Deferred Sales Charge Waivers.

In addition to the waivers set forth in the Prospectus and in this Appendix,
above, the contingent deferred sales charge will be waived for redemptions of
Class A and Class B shares of a Fund and exchanges of Class A or Class B
shares of a Fund into Class A or Class B shares of a Former Connecticut
Mutual Fund provided that the Class A or Class B shares of the Fund to be
redeemed or exchanged were (i) acquired prior to March 18, 1996 or (ii) were
acquired by exchange from an Oppenheimer fund that was a Former Connecticut
Mutual Fund. Additionally, the shares of such Former Connecticut Mutual Fund
must have been purchased prior to March 18, 1996:
   1) by the estate of a deceased shareholder;
   2) upon the disability of a shareholder, as defined in Section 72(m)(7) of
      the Internal Revenue Code;
   3) for retirement distributions (or loans) to participants or
      beneficiaries from retirement plans qualified under Sections 401(a) or
      403(b)(7)of the Code, or from IRAs, deferred compensation plans created
      under Section 457 of the Code, or other employee benefit plans;
4)    as tax-free returns of excess contributions to such retirement or
      employee benefit plans;
   5) in whole or in part, in connection with shares sold to any state,
      county, or city, or any instrumentality, department, authority, or
      agency thereof, that is prohibited by applicable investment laws from
      paying a sales charge or concession in connection with the purchase of
      shares of any registered investment management company;
   6) in connection with the redemption of shares of the Fund due to a
      combination with another investment company by virtue of a merger,
      acquisition or similar reorganization transaction;
   7) in connection with the Fund's right to involuntarily redeem or
      liquidate the Fund;
   8) in connection with automatic redemptions of Class A shares and Class B
      shares in certain retirement plan accounts pursuant to an Automatic
      Withdrawal Plan but limited to no more than 12% of the original value
      annually; or
   9) as involuntary redemptions of shares by operation of law, or under
      procedures set forth in the Fund's Articles of Incorporation, or as
      adopted by the Board of Directors of the Fund.
VI.   Special Reduced Sales Charge for Former Shareholders of Advance
      America Funds, Inc.
------------------------------------------------------------------------------

Shareholders of Oppenheimer AMT-Free Municipals, Oppenheimer U.S. Government
Trust, Oppenheimer Strategic Income Fund and Oppenheimer Capital Income Fund
who acquired (and still hold) shares of those funds as a result of the
reorganization of series of Advance America Funds, Inc. into those
Oppenheimer funds on October 18, 1991, and who held shares of Advance America
Funds, Inc. on March 30, 1990, may purchase Class A shares of those four
Oppenheimer funds at a maximum sales charge rate of 4.50%.
VII.  Sales Charge Waivers on Purchases of Class M Shares of Oppenheimer
      Convertible Securities Fund
------------------------------------------------------------------------------

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












                                     C-2
                                       C-1
                                  Appendix C
                        QUALIFYING HYBRID INSTRUMENTS
Section 2(f) of the Commodities Exchange Act (the "Act") ("Exclusion for
qualifying hybrid instruments")

(1)   In general

   Nothing in this chapter (other than section 16(e)(2)(B) of this title)
   governs or is applicable to a hybrid instrument that is predominantly a
   security.

(2)   Predominance.

   A hybrid instrument shall be considered to be predominantly a security if -

      (A)
            the issuer of the hybrid instrument receives payment in full of
      the purchase price of the hybrid instrument, substantially
      contemporaneously with delivery of the hybrid instrument;

      (B)
            the purchaser or holder of the hybrid instrument is not required
      to make any payment to the issuer in addition to the purchase price
      paid under subparagraph (A), whether as margin, settlement payment, or
      otherwise, during the life of the hybrid instrument or at maturity;

      (C)
            the issuer of the hybrid instrument is not subject by the terms
      of the instrument to mark-to-market margining requirements; and

      (D)
            the hybrid instrument is not marketed as a contract of sale of a
      commodity for future delivery (or option on such a contract) subject to
      this chapter.

(3)   Mark-to-market margining requirements.

      For the purposes of paragraph (2)(C), mark-to-market margining
requirements do not include the obligation of an issuer of a secured debt
instrument to increase the amount of collateral held in pledge for the
benefit of the purchaser of the secured debt instrument to secure the
repayment obligations of the issuer under the secured debt instrument.

CFTC Rule 34.3 Hybrid Instrument Exemption

(a) A hybrid instrument is exempt from all provisions of the Act and any
person or class of persons offering, entering into, rendering advice or
rendering other services with respect to such exempt hybrid instrument is
exempt for such activity from all provisions of the Act (except in each case
Section 2(a)(1)(B)), provided the following terms and conditions are met:

(1)   The instrument is:

   (i) An equity or debt security within the meaning of Section 2(l) of the
   Securities Act of 1933; or

   (ii) A demand deposit, time deposit or transaction account within the
   meaning of 12 CFR 204.2(b)(1), (c)(1) and (e), respectively, offered by an
   insured depository institution as defined in Section 3 of the Federal
   Deposit Insurance Act; an insured credit union as defined in Section 101
   of the Federal Credit Union Act; or a Federal or State branch or agency of
   a foreign bank as defined in Section 1 of the International Banking Act;

(2)   The sum of the commodity-dependent values of the commodity-dependent
   components is less than the commodity-independent value of the
   commodity-independent component;

(3)   Provided that:

   (i) An issuer must receive full payment of the hybrid instrument's
   purchase price, and a purchaser or holder of a hybrid instrument may not
   be required to make additional out-of-pocket payments to the issuer during
   the life of the instrument or at maturity; and

   (ii) The instrument is not marketed as a futures contract or a commodity
   option, or, except to the extent necessary to describe the functioning of
   the instrument or to comply with applicable disclosure requirements, as
   having the characteristics of a futures contract or a commodity option; and

   (iii) The instrument does not provide for settlement in the form of a
   delivery instrument that is specified as such in the rules of a designated
   contract market;

(4)   The instrument is initially issued or sold subject to applicable
   federal or state securities or banking laws to persons permitted
   thereunder to purchase or enter into the hybrid instrument.







                                     D-2

                                  Appendix D
                         QUALIFYING SWAP TRANSACTIONS
Section 2(g) of the Commodities Exchange Act (the "Act") ("Excluded swap
transactions")

      No provision of this chapter (other than section 7a (to the extent
provided in section 7a(g) of this title), 7a-1, 7a-3, or 16(e)(2) of this
title) shall apply to or govern any agreement, contract, or transaction in a
commodity other than an agricultural commodity if the agreement, contract, or
transaction is -

      (1) entered into only between persons that are eligible contract
participants at the time they enter into the agreement, contract, or
transaction;

      (2) subject to individual negotiation by the parties; and

      (3) not executed or traded on a trading facility.

CFTC Rule 35.2 Exemption

      A swap agreement is exempt from all provisions of the Act and any
person or class of persons offering, entering into, rendering advice, or
rendering other services with respect to such agreement, is exempt for such
activity from all provisions of the Act (except in each case the provisions
of Sections 2(a)(1)(B), 4b, and 4o of the Act and Section 32.9 of this
chapter as adopted under Section 4c(b) of the Act, and the provisions of
Sections 6(c) and 9(a)(2) of the Act to the extent these provisions prohibit
manipulation of the market price of any commodity in interstate commerce or
for future delivery on or subject to the rules of any contract market),
provided the following terms and conditions are met:

      (a) the swap agreement is entered into solely between eligible swap
participants at the time such persons enter into the swap agreement;

      (b) the swap agreement is not part of a fungible class of agreements
that are standardized as to their material economic terms;

      (c) the creditworthiness of any party having an actual or potential
obligation under the swap agreement would be a material consideration in
entering into or determining the terms of the swap agreement, including
pricing, cost, or credit enhancement terms of the swap agreement; and

      (d) the swap agreement is not entered into and traded on or through a
multilateral transaction execution facility;

      Provided, however, that paragraphs (b) and (d) of Rule 35.2 shall not
be deemed to preclude arrangements or facilities between parties to swap
agreements, that provide for netting of payment obligations resulting from
such swap agreements nor shall these subsections be deemed to preclude
arrangements or facilities among parties to swap agreements, that provide for
netting of payments resulting from such swap agreements; provided further,
that any person may apply to the Commission for exemption from any of the
provisions of the Act (except 2(a)(1)(B)) for other arrangements or
facilities, on such terms and conditions as the Commission deems appropriate,
including but not limited thereto, the applicability of other regulatory
regimes.














Oppenheimer LifeCycle Funds

o     Oppenheimer Transition 2025 Fund
o     Oppenheimer Transition 2030 Fund
o     Oppenheimer Transition 2040 Fund

Internet Website
      www.oppenheimerfunds.com

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

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

Transfer Agent
      OppenheimerFunds Services
      P.O. Box 5270
      Denver, Colorado 80217
      1.800.CALL OPP (225.5677)

Custodian Bank
      Citibank, N.A.
      111 Wall Street
      New York, New York 10005

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

Legal Counsel
      Mayer Brown LLP
      1675 Broadway
      New York, New York 10019



PX0000.001.__08




(1) Certain waivers also apply to Class M shares of Oppenheimer Convertible
Securities Fund.
(2) In the case of Oppenheimer Senior Floating Rate Fund, a
continuously-offered closed-end fund, references to contingent deferred sales
charges mean the Fund's Early Withdrawal Charges and references to
"redemptions" mean "repurchases" of shares.
(3) An "employee benefit plan" means any plan or arrangement, whether or not
it is "qualified" under the Internal Revenue Code, under which Class N shares
of an Oppenheimer fund or funds are purchased by a fiduciary or other
administrator for the account of participants who are employees of a single
employer or of affiliated employers. These may include, for example, medical
savings accounts, payroll deduction plans or similar plans. The fund accounts
must be registered in the name of the fiduciary or administrator purchasing
the shares for the benefit of participants in the plan.
(4) The term "Group Retirement Plan" means any qualified or non-qualified
retirement plan for employees of a corporation or sole proprietorship,
members and employees of a partnership or association or other organized
group of persons (the members of which may include other groups), if the
group has made special arrangements with the Distributor and all members of
the group participating in (or who are eligible to participate in) the plan
purchase shares of an Oppenheimer fund or funds through a single investment
dealer, broker or other financial institution designated by the group. Such
plans include 457 plans, SEP-IRAs, SARSEPs, SIMPLE plans and 403(b) plans
other than plans for public school employees. The term "Group Retirement
Plan" also includes qualified retirement plans and non-qualified deferred
compensation plans and IRAs that purchase shares of an Oppenheimer fund or
funds through a single investment dealer, broker or other financial
institution that has made special arrangements with the Distributor.
(5) However, that concession will not be paid on purchases of shares in
amounts of $1 million or more (including any right of accumulation) by a
Retirement Plan that pays for the purchase with the redemption proceeds of
Class C shares of one or more Oppenheimer funds held by the Plan for more
than one year.
(6) This provision does not apply to IRAs.
(7) This provision only applies to qualified retirement plans and 403(b)(7)
custodial plans after your separation from service in or after the year you
reached age 55.
(8) The distribution must be requested prior to Plan termination or the
elimination of the Oppenheimer funds as an investment option under the Plan.
(9) This provision does not apply to IRAs.
(10) This provision does not apply to loans from 403(b)(7) custodial plans
and loans from the OppenheimerFunds-sponsored Single K retirement plan.
(11) This provision does not apply to 403(b)(7) custodial plans if the
participant is less than age 55, nor to IRAs.

                       OPPENHEIMER TRANSITION 2025 FUND

                                  FORM N-1A

                                    PART C

                              OTHER INFORMATION

Item 23. - Exhibits

(a)   Declaration of Trust dated November 12, 2007: Filed herewith.

(b)   By-Laws dated November 12, 2007:  Filed herewith.

(c)   Not applicable.

(d)   Investment Advisory Agreement dated:  To be filed by amendment.

(e)   (i) General Distributor's Agreement dated To be filed by amendment.

      (ii) Form of Dealer Agreement of OppenheimerFunds Distributor, Inc.:
Previously filed with Post-Effective Amendment No. 34 to the Registration
Statement of Oppenheimer Main Street Fund, Inc. (Reg. No. 33-17850),
(10/23/06), and incorporated herein by reference.

      (iii) Form of Broker Agreement of OppenheimerFunds Distributor, Inc.:
Previously filed with Post-Effective Amendment No. 34 to the Registration
Statement of Oppenheimer Main Street Fund, Inc. (Reg. No. 33-17850),
(10/23/06), and incorporated herein by reference.

      (iv) Form of Agency Agreement of OppenheimerFunds Distributor, Inc.:
Previously filed with Post-Effective Amendment No. 34 to the Registration
Statement of Oppenheimer Main Street Fund, Inc. (Reg. No. 33-17850),
(10/23/06), and incorporated herein by reference.

      (v) Form of Trust Company Fund/SERV Purchase Agreement of
OppenheimerFunds Distributor, Inc.: Previously filed with Post-Effective
Amendment No. 34 to the Registration Statement of Oppenheimer Main Street
Fund, Inc. (Reg. No. 33-17850), (10/23/06), and incorporated herein by
reference.

      (vi) Form of Trust Company Agency Agreement of OppenheimerFunds
Distributor, Inc.: Previously filed with Post-Effective Amendment No. 34 to
the Registration Statement of Oppenheimer Main Street Fund, Inc. (Reg. No.
33-17850), (10/23/06), and incorporated herein by reference.

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

      (ii) Form of Deferred Compensation Plan for Disinterested
Trustees/Directors: Previously filed with Post-Effective Amendment No. 26 to
the Registration Statement of Oppenheimer Gold & Special Minerals Fund (Reg.
No. 2-82590), (10/28/98), and incorporated by reference.

(g)   (i)   Global Custody Agreement dated August 16, 2002: Previously filed
with Post- Effective Amendment no. 51 to the Registration Statement of
Oppenheimer Capital Appreciation Fund (Reg. No. 2-69719), (10/23/06), and
incorporated herein by reference.

      (ii) Amendment dated October 2, 2003 to the Global Custody Agreement
dated August 16, 2002: Previously filed with Pre-Effective Amendment No. 1 to
the Registration Statement of Oppenheimer Principal Protected Trust II (Reg.
333-10893) (11/6/03), and incorporated herein by reference.

(h)   Not applicable

(i)   Opinion and Consent of Counsel: To be filed by amendment.

(j)   Independent Auditor's Consent: To be filed by amendment.

(k)   Not applicable.

(l)   Investment Letter from OppenheimerFunds, Inc. to Registrant: To be
filed by amendment.

(m)   (i)  Service  Plan and  Agreement  for  Class A  shares:  to be filed by
         amendment.

      (ii) Distribution and Service Plan and Agreement for Class B shares: to
be filed by amendment.

      (iii) Distribution and Service Plan and Agreement for Class C shares:
to be filed by amendment.

      (iv)  Distribution and Service Plan and Agreement for Class N shares:
to be filed by amendment.


(n)   Oppenheimer Funds Multiple Class Plan under Rule 18f-3 updated through
8/29/07: Previously filed with the Initial Registration Statement of
Oppenheimer Portfolio Series Fixed Income Investor Fund (Reg. No.
333-146105), (9/14.07), and incorporated herein by reference.

(o)   Powers of Attorney for all Trustees and Principal Officers:  to be
filed by amendment.

(p)   Amended and Restated Code of Ethics of the Oppenheimer Funds dated
August 30, 2007 under Rule 17j-1 of the Investment Company Act of 1940:
Previously filed with the Initial Registration Statement of Oppenheimer
Portfolio Series Fixed Income Investor Fund (Reg. No. 333-146105), (9/14/07),
and incorporated herein by reference.


Item 24. - Persons Controlled by or Under Common Control with the Fund

None.

Item 25. - Indemnification

Reference is made to the provisions of Article Seven of Registrant's
Declaration of Trust filed as Exhibit 23(a) to this Registration Statement,
and incorporated herein by reference.

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


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

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

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

--------------------------------------------------------------------------------
Name and Current Position
with OppenheimerFunds, Inc. Other Business and Connections  During the Past Two
                            Years
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Timothy L. Abbuhl,          Vice  President  of  OppenheimerFunds  Distributor,
Vice President              Inc.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Patrick Adams               None
Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Robert Agan,                Senior  Vice  President  of  Shareholder  Financial
Senior Vice President       Services,  Inc. and  Shareholders  Services,  Inc.;
                            Vice  President  of  OppenheimerFunds  Distributor,
                            Inc.,  Centennial Asset Management  Corporation and
                            OFI Private Investments Inc.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Carl Algermissen,           None
Vice President & Associate
Counsel
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Michael Amato,              None
Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Tracey Beck Apostolopoulos, None
Assistant Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Janette Aprilante,          Secretary  (since  December  2001)  of:  Centennial
Vice President & Secretary  Asset  Management   Corporation,   OppenheimerFunds
                            Distributor,  Inc.,  HarbourView  Asset  Management
                            Corporation  (since  June 2003),  Oppenheimer  Real
                            Asset  Management,   Inc.,   Shareholder  Financial
                            Services,   Inc.,   Shareholder   Services,   Inc.,
                            Trinity  Investment  Management  Corporation (since
                            January  2005),  OppenheimerFunds  Legacy  Program,
                            OFI Private  Investments Inc. (since June 2003) and
                            OFI  Institutional  Asset  Management,  Inc. (since
                            June  2003).   Assistant  Secretary  of  OFI  Trust
                            Company (since December 2001).
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Dmitri Artemiev             Formerly (until January 2007)  Analyst/Developer at
Assistant Vice President    Fidelity Investments.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Hany S. Ayad,               None
Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
James F. Bailey,            Senior  Vice  President  of  Shareholder  Services,
Senior Vice President       Inc.  (since March 2006).  Formerly Vice  President
                            at T. Rowe Price  Group  (September  2000 - January
                            2006).
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Robert Baker,               None
Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
John Michael Banta,         None
Assistant Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Adam Bass,                  None
Assistant Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Kevin Baum,                 None
Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Jeff Baumgartner,           None
Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Marc Baylin,                None
Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Todd Becerra,               None
Assistant Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Kathleen Beichert,          Vice  President  of  OppenheimerFunds  Distributor,
Senior Vice President       Inc.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Gerald B. Bellamy,          Assistant  Vice  President  (Sales  Manager  of the
Assistant Vice President    International  Division) of OFI Institutional Asset
                            Management, Inc.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Erik S. Berg,               None
Assistant Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Robert Bertucci,            None
Assistant Vice President:
Rochester Division
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Rajeev Bhaman,              None
Senior Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Craig Billings,             None
Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Mark Binning,               None
Assistant Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Robert J. Bishop,           Treasurer (since October 2003) of  OppenheimerFunds
Vice President              Distributor,  Inc. and Centennial  Asset Management
                            Corporation.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Beth Bleimehl,              None
Assistant Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Lisa I. Bloomberg,          None
Vice President & Associate
Counsel
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Veronika Boesch,            None
Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Chad Boll,                  None
Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Antulio N. Bomfim,          None
Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Michelle Borre Massick,     None
Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Lori E. Bostrom,            None
Vice President & Senior
Counsel
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Lisa Bourgeois,             Assistant Vice  President of Shareholder  Services,
Assistant Vice President    Inc.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
David J. Bowers             Formerly  (until  July 2007)  Analyst at  Evergreen
Assistant Vice President    Investments.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
John Boydell,               None
Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Garrett C. Broadrup,        Formerly  an  Associate  at Davis  Polk &  Wardwell
Assistant Vice President &  (October 2002 - October 2006)
Assistant Counsel
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Michael Bromberg,           None
Assistant Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Holly Broussard,            None
Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Kristine Bryan-Levin,       None
Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Stephanie Bullington,       None
Assistant Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Paul Burke,                 None
Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Mark Burns,                 None
Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
JoAnne Butler,              None
Assistant Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Geoffrey Caan,              None
Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Dale William Campbell,      Formerly    (until   January   2007)   Manager   at
Assistant Vice President    OppenheimerFunds, Inc.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Patrick Campbell,           None
Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Catherine Carroll,          None
Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Debra Casey,                None
Assistant Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Maria Castro,               None
Assistant Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Lisa Chaffee,               None
Assistant Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Charles Chibnik,            None
Assistant Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Patrick Sheng Chu,          None
Assistant Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Brett Clark,                None
Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
H.C. Digby Clements,        None
Vice President:
Rochester Division
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Thomas Closs,               Formerly (until January 2007)  Development  Manager
Assistant Vice President    at OppenheimerFunds, Inc.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Peter V. Cocuzza,           None
Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Gerald James Concepcion,    None.
Assistant Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Susan Cornwell,             Senior  Vice  President  of  Shareholder  Financial
Senior Vice President       Services,  Inc.  and  Shareholder  Services,  Inc.;
                            Vice  President  of  OppenheimerFunds  Distributor,
                            Inc.,  Centennial Asset Management  Corporation and
                            OppenheimerFunds Legacy Program.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Cheryl Corrigan,            None
Assistant Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Belinda J. Cosper,          None
Assistant Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Scott Cottier,              None
Vice President:
Rochester Division
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Laura Coulston,             None
Assistant Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Terry Crady,                Formerly     IT     Development      Manager     at
Assistant Vice President    OppenheimerFunds, Inc.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
George Curry,               Vice  President  of  OppenheimerFunds  Distributor,
Vice President              Inc.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Julie C. Cusker,            None
Assistant Vice President:
Rochester Division
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Kevin Dachille,             None
Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
John Damian,                None
Senior Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Robert Dawson,              None.
Assistant Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
John Delano,                None
Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Kendra Delisa,              Formerly    (until   January   2007)   Manager   at
Assistant Vice President    OppenheimerFunds, Inc.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Richard Demarco,            None
Assistant Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Craig P. Dinsell,           None
Executive Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Randall C. Dishmon,         None
Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Rebecca K. Dolan,           None
Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Steven D. Dombrower,        Senior Vice  President  of OFI Private  Investments
Vice President              Inc.;    Vice    President   of    OppenheimerFunds
                            Distributor, Inc.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Sara Donahue,               Formerly   (until   November   2006)   Manager   at
Assistant Vice President    OppenheimerFunds, Inc.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Alicia Dopico,              Formerly    (until    August   2007)   Manager   at
Assistant Vice President    OppenheimerFunds, Inc.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Thomas Doyle,               None
Assistant Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Bruce C. Dunbar,            None
Senior Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Brian Dvorak,               None
Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Richard Edmiston,           None
Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
A. Taylor Edwards,          Formerly  Associate at Dechert LLP (September  2000
Vice President & Assistant  - December 2005).
Counsel
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Venkat Eleswarapu,          Formerly  Associate  Professor  of Finance at Texas
Vice President              Tech University (July 2005 - December 2005).
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Daniel R. Engstrom,         None
Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
James Robert Erven,         None
Assistant Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
George R. Evans,            None
Senior Vice President &
Director of International
Equities
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Edward N. Everett,          None
Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Kathy Faber,                None
Assistant Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
David Falicia,              Assistant   Secretary   (as  of   July   2004)   of
Assistant Vice President    HarbourView Asset Management Corporation.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Rachel Fanopoulos,          Formerly    Manager    (until   August   2007)   of
Assistant Vice President    OppenheimerFunds, Inc.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Matthew Farkas,             Formerly  Associate at Epstein Becker & Green, P.C.
Assistant Vice President    (September 2000 - March 2006).
and Assistant Counsel
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Kristie Feinberg,           None
Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Emmanuel Ferreira,          None
Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Ronald H. Fielding,         Vice  President  of  OppenheimerFunds  Distributor,
Senior Vice President;      Inc.;  Director  of ICI Mutual  Insurance  Company;
Chairman of the Rochester   Governor  of St.  John's  College;  Chairman of the
Division                    Board  of  Directors  of  International  Museum  of
                            Photography at George Eastman House.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Bradley G. Finkle,          None
Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Steven Fling,               None
Assistant Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
John E. Forrest,            Senior   Vice    President   of    OppenheimerFunds
Senior Vice President       Distributor, Inc.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
David Foxhoven,             Assistant   Vice   President  of   OppenheimerFunds
Vice President              Legacy Program.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Colleen M. Franca,          None
Assistant Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Barbara Fraser,             None
Vice President & Associate
Counsel
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Donald French,              None
Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Dominic Freud,              None
Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Hazem Gamal,                None
Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Charles Gapay,              Formerly (as of January  2007) Help Desk Manager at
Assistant Vice President    OppenheimerFunds, Inc.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Seth Gelman,                None
Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Timothy Gerlach,            None
Assistant Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Charles W. Gilbert,         None
Assistant Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Kurt Gibson,                Formerly  Manager at Barclays Capital (January 2002
Assistant Vice President    - April 2006).
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Phillip S. Gillespie,       None
Senior Vice President &
Assistant Secretary
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Alan C. Gilston,            None
Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Jacqueline Girvin-Harkins,  None
Assistant Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Jill E. Glazerman,          None
Senior Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Benjamin J. Gord,           Vice  President  of  HarbourView  Asset  Management
Vice President              Corporation   and   of  OFI   Institutional   Asset
                            Management, Inc.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Raquel Granahan,            None
Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Robert B. Grill,            None
Senior Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Carol Guttzeit,             None
Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Marilyn Hall,               None
Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Kelly Haney,                None
Assistant Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Steve Hauenstein,           None
Assistant Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Robert W. Hawkins,          None
Vice President & Assistant
Counsel
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Thomas B. Hayes,            None
Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Heidi Heikenfeld,           None
Assistant Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Annika Helgerson,           None
Assistant Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Daniel Herrmann,            None
Assistant Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Dennis Hess,                None
Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Joseph Higgins,             Vice   President   of   OFI   Institutional   Asset
Vice President              Management, Inc.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Dorothy F. Hirshman,        None
Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Daniel Hoelscher,           None
Assistant Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Brian Hourihan,             Assistant  Secretary  of  OFI  Institutional  Asset
Vice President & Associate  Management,  Inc. (since April 2006). Formerly Vice
Counsel                     President  and  Senior  Counsel  at   Massachusetts
                            Financial Service Company (June 2004 - March 2006).
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Edward Hrybenko,            Vice  President  of  OppenheimerFunds  Distributor,
Vice President              Inc.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Kevin Andrew Huddleston,    None
Assistant Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Scott T. Huebl,             Assistant   Vice   President  of   OppenheimerFunds
Vice President              Legacy Program.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Margaret Hui,               None
Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Dana Hunter,                None
Assistant Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
John Huttlin,               Senior   Vice    President    (Director    of   the
Senior Vice President       International  Division)  (since  January  2004) of
                            OFI Institutional Asset Management,  Inc.; Director
                            (since     June    2003)    of     OppenheimerFunds
                            International Distributor Limited.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
James G. Hyland,            None
Assistant Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Kelly Bridget Ireland,      None
Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Kathleen T. Ives,           Vice   President   and   Assistant   Secretary   of
Vice President, Senior      OppenheimerFunds  Distributor, Inc. and Shareholder
Counsel & Assistant         Services,  Inc.;  Assistant Secretary of Centennial
Secretary                   Asset  Management   Corporation,   OppenheimerFunds
                            Legacy Program and Shareholder  Financial Services,
                            Inc.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
William Jaume,              Senior  Vice   President   of   HarbourView   Asset
Vice President              Management  Corporation and OFI Institutional Asset
                            Management, Inc.; Director of OFI Trust Company.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Frank V. Jennings,          None
Senior Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
John Jennings,              None
Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Jin Jo,                     Formerly  Audit  Manager  at  Deloitte & Touche LLP
Assistant Vice President    (as of August 2007)
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Lisa Kadehjian,             None
Assistant Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Charles Kandilis,           None
Assistant Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Amee Kantesaria,            Formerly  Counsel  at  Massachusetts   Mutual  Life
Assistant Vice President    Insurance Company
                            (May 2005-December 2006).
Assistant Counsel
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Rezo Kanovich,              None
Assistant Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Thomas W. Keffer,           None
Senior Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Michael Keogh,              Vice  President  of  OppenheimerFunds  Distributor,
Vice President              Inc.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
John Kiernan,               None
Assistant Vice President &
Marketing Compliance
Manager
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Michael Kim,                None
Assistant Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Audrey Kiszla,              Formerly Vice  President at First Horizon  Merchant
Vice President              Services (December 2005- May 2006).
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Lisa Klassen,               None
Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Richard Knott,              None
Executive Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Daniel Kohn,                None
Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Martin S. Korn,             None
Senior Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Tatyana Kosheleva,          Formerly (as of April 2007) Finance  Manager at IBM
Assistant Vice President    Corp.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Brian Kramer,               None
Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
S. Arthur Krause,           Formerly Product Manager of OppenheimerFunds,  Inc.
Assistant Vice President    (as of January 2007).
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Gloria LaFond,              None
Assistant Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Lisa Lamentino,             None
Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Tracey Lange,               Vice  President  of  OppenheimerFunds  Distributor,
Vice President              Inc. and OFI Private Investments Inc.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Jeffrey P. Lagarce,         President of OFI  Institutional  Asset  Management,
Senior Vice President       Inc. as of January 2005.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
John Latino,                None
Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Gayle Leavitt,              None
Assistant Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Christopher M. Leavy,       None
Senior Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Randy Legg,                 None
Vice President & Associate
Counsel
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Laura Leitzinger,           Senior  Vice  President  of  Shareholder  Services,
Senior Vice President       Inc. and Shareholder Financial Services, Inc.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Justin Leverenz,            None
Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Michael S. Levine,          None
Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Brian Levitt,               None
Assistant Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Gang Li,                    None
Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Shanquan Li,                None
Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Julie A. Libby,             Senior Vice  President  of OFI Private  Investments
Senior Vice President       Inc.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Daniel Lifshey,             None
Assistant Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Mitchell J. Lindauer,       None
Vice President & Assistant
General Counsel
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Bill Linden,                None
Assistant Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Malissa B. Lischin,         Assistant   Vice   President  of   OppenheimerFunds
Vice President              Distributor, Inc.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Justin Livengood,           None
Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Christina Loftus,           None
Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
David P. Lolli,             None
Assistant Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Daniel G. Loughran          None
Senior Vice President:
Rochester Division
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Patricia Lovett,            Vice President of Shareholder  Financial  Services,
Senior Vice President       Inc.  and  Senior  Vice  President  of  Shareholder
                            Services, Inc.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Misha Lozovik,              None.
Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Dongyan Ma,                 None
Assistant Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Steve Macchia,              None
Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Daniel Martin,              None
Assistant Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Jerry Mandzij,              None
Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Angelo G. Manioudakis,      Senior  Vice   President   of   HarbourView   Asset
Senior Vice President       Management  Corporation  and of  OFI  Institutional
                            Asset Management, Inc.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Carolyn Maxson,             None
Assistant Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
William T. Mazzafro,        Formerly  self-employed as a securities  consultant
Vice President              (January 2004 - December 2005).
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Trudi McKenna,              None
Assistant Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Neil McCarthy,              None
Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Elizabeth McCormack,        Vice   President   and   Assistant   Secretary   of
Vice President              HarbourView Asset Management Corporation.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Joseph McDonnell,           Formerly  Senior  Vice  President  at Lehman  Bros.
Vice President              (April 1995 - March 2006).
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Joseph McGovern,            None
Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Charles L. McKenzie,        Chairman of the Board,  Director,  Chief  Executive
Senior Vice President       Officer  and   President  of  OFI  Trust   Company;
                            Chairman,    Chief   Executive    Officer,    Chief
                            Investment    Officer    and    Director   of   OFI
                            Institutional   Asset   Management,   Inc.;   Chief
                            Executive  Officer,   President,   Senior  Managing
                            Director   and   Director  of   HarbourView   Asset
                            Management   Corporation;    Chairman,   President;
                            Director   of   Trinity    Investment    Management
                            Corporation and Vice President of Oppenheimer  Real
                            Asset Management, Inc.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
William McNamara,           None
Assistant Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Mary McNamee,               None
Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Michael Medev,              None
Assistant Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Lucienne Mercogliano,       None
Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Jay Mewhirter,              None
Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Andrew J. Mika,             None
Senior Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Jan Miller,                 None.
Assistant Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Rejeev Mohammed,            None
Assistant Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Nikolaos D. Monoyios,       None
Senior Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Sarah Morrison,             Formerly   (as  of   January   2007)   Manager   at
Assistant Vice President    OppenheimerFunds, Inc.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Jill Mulcahy,               None
Vice President:
Rochester Division
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
John V. Murphy,             President and  Management  Director of  Oppenheimer
Chairman, Chief             Acquisition   Corp.;   President  and  Director  of
Executive Officer &         Oppenheimer Real Asset Management,  Inc.;  Chairman
Director                    and  Director of  Shareholder  Services,  Inc.  and
                            Shareholder  Financial Services,  Inc.; Director of
                            OppenheimerFunds     Distributor,     Inc.,     OFI
                            Institutional   Asset  Management,   Inc.,  Trinity
                            Investment  Management  Corporation,  Tremont Group
                            Holdings,   Inc.,   HarbourView   Asset  Management
                            Corporation  and  OFI  Private   Investments  Inc.;
                            Executive  Vice President of  Massachusetts  Mutual
                            Life   Insurance    Company;    Director   of   DLB
                            Acquisition   Corporation;    a   member   of   the
                            Investment Company Institute's Board of Governors.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Meaghan Murphy,             None
Assistant Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Suzanne Murphy,             None
Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Thomas J. Murray,           None
Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Christine Nasta,            None
Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Paul Newman,                None
Assistant Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
William Norman,             None
Assistant Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
James B. O'Connell,         None
Assistant Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Matthew O'Donnell,          None
Assistant Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Lisa Ogren,                 Formerly Manager at OppenheimerFunds, Inc.
Assistant Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Tony Oh,                    None
Assistant Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
John J. Okray,              None
Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Kristina Olson,             None
Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Lerae A. Palumbo,           None
Assistant Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Kathleen Patton,            None
Assistant Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
David P. Pellegrino,        None
Senior Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Allison C. Pells,           None
Assistant Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Robert H. Pemble,           None
Assistant Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Lori L. Penna,              None
Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Brian Petersen,             None
Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Marmeline Petion-Midy,      None
Assistant Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
David Pfeffer,              Senior  Vice   President   of   HarbourView   Asset
Senior Vice President &     Management Corporation since February 2004.
Chief Financial Officer
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
James F. Phillips,          None
Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Gary Pilc,                  None
Assistant Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
John Piper,                 Assistant Vice  President of Shareholder  Services,
Assistant Vice President    Inc.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Jeaneen Pisarra,            None
Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Nicolas Pisciotti,          None
Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Christine Polak,            None
Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Sergei Polevikov,           None
Assistant Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Jeffrey Portnoy,            None
Assistant Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
David Preuss,               None
Assistant Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Ellen Puckett,              None
Assistant Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Paul Quarles,               None
Assistant Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Michael E. Quinn,           None
Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Julie S. Radtke,            None
Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Timothy Raeke,              Formerly  (as of July 2007) Vice  President  at MFS
Assistant Vice President    Investment Management.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Norma J. Rapini,            None
Assistant Vice President :
Rochester Division
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Corry E. Read,              None
Assistant Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Marc Reinganum,             None
Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Jill Reiter,                None
Assistant Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Eric Rhodes,                None
Assistant Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Eric Richter,               Vice  President  of  HarbourView  Asset  Management
Vice President              Corporation.  Formerly Investment Officer at Alaska
                            Permanent Fund  Corporation  (April 2005 - February
                            2006)
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Claire Ring,                None
Assistant Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Grace Roberts,              None
Assistant Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
David Robertson,            Senior   Vice    President   of    OppenheimerFunds
Senior Vice President       Distributor, Inc.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Robert Robis,               None
Assistant Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Antoinette Rodriguez,       None
Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Stacey Roode,               None
Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Jeffrey S. Rosen,           None
Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Jessica Rosenfeld,          None.
Assistant Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Stacy Roth,                 None
Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Richard Royce,              None
Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Adrienne Ruffle,            None.
Vice President & Assistant
Counsel
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Kim Russomanno,             None
Assistant Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Gerald Rutledge,            None
Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Julie Anne Ryan,            None
Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Timothy Ryan,               None
Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Rohit Sah,                  None
Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Gary Salerno,               Formerly   (as  of  May  2007)   Separate   Account
Assistant Vice President    Business Liaison at OppenheimerFunds, Inc.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Valerie Sanders,            None
Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Kurt Savallo,               Formerly     Senior     Business     Analyst     at
Assistant Vice President    OppenheimerFunds, Inc.

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Rudi W. Schadt,             None
Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Mary Beth Schellhorn,       Formerly  Human   Resources   Generalist  at  Misys
Assistant Vice President    Banking Systems (November 2000 - June 2006).
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Ellen P. Schoenfeld,        None
Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Patrick Schneider,          Formerly  Human  Resources  Manager at ADT Security
Assistant Vice President    Services (December 2001 - July 2006).
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Scott A. Schwegel,          None
Assistant Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Allan P. Sedmak,            None
Assistant Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Jennifer L. Sexton,         Senior Vice  President  of OFI Private  Investments
Vice President              Inc.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Asutosh Shah,               Formerly   Vice    President   at   Merrill   Lynch
Vice President              Investment   Managers  (February  2002  -  February
                            2006).
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Kamal Shah,                 None.
Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Navin Sharma,               None
Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Tammy Sheffer,              None
Assistant Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Mary Dugan Sheridan,        None
Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
David C. Sitgreaves,        None
Assistant Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Michael Skatrud,            Formerly (as of March 2007)  Corporate Bond Analyst
Assistant Vice President    at Putnam Investments.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Enrique H. Smith,           None
Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Kevin Smith,                None
Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Louis Sortino,              None
Vice President:
Rochester Division
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Keith J. Spencer,           None
Senior Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Marco Antonio Spinar,       None
Assistant Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Brett Stein,                Formerly  Vice  President  of  Client  Services  at
Vice President              XAware, Inc. (October 2002 - August 2006).
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Richard A. Stein,           None
Vice President:
Rochester Division
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Arthur P. Steinmetz,        Senior  Vice   President   of   HarbourView   Asset
Senior Vice President       Management Corporation.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Jennifer Stevens,           None
Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Benjamin Stewart,           None
Assistant Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Peter Strzalkowski,         Formerly  (as  of  August  2007)   Founder/Managing
Vice President              Partner at Vector Capital Management.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
John P. Stoma,              Senior   Vice    President   of    OppenheimerFunds
Senior Vice President       Distributor, Inc.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Amy Sullivan,               None
Assistant Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Deborah A. Sullivan,        Secretary of OFI Trust Company.
Vice President & Assistant
Counsel
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Michael Sussman,            Vice  President  of  OppenheimerFunds  Distributor,
Vice President              Inc.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Thomas Swaney,              None
Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Brian C. Szilagyi,          None
Assistant Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Martin Telles,              Senior   Vice    President   of    OppenheimerFunds
Senior Vice President       Distributor, Inc.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Charles Toomey,             None
Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Vincent Toner,              None
Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Melinda Trujillo,           Formerly  Senior  Manager at CoBank,  ACB  (January
Assistant Vice President    2004 - April 2006).
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Leonid Tsvayg,              None
Assistant Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Keith Tucker,               None
Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Cameron Ullyatt,            None
Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Angela Uttaro,              None
Assistant Vice President:
Rochester Division
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Mark S. Vandehey,           Vice  President  and Chief  Compliance  Officer  of
Senior Vice President &     OppenheimerFunds   Distributor,   Inc.,  Centennial
Chief Compliance Officer    Asset   Management   Corporation   and  Shareholder
                            Services,   Inc.;  Chief   Compliance   Officer  of
                            HarbourView  Asset  Management  Corporation,   Real
                            Asset  Management,   Inc.,   Shareholder  Financial
                            Services,   Inc.,  Trinity  Investment   Management
                            Corporation,  OppenheimerFunds  Legacy Program, OFI
                            Private  Investments Inc. and OFI Trust Company and
                            OFI Institutional Asset Management, Inc.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Maureen Van Norstrand,      None
Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Nancy Vann,                 None
Vice President & Associate
Counsel
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Rene Vecka,                 None
Assistant Vice President:
Rochester Division
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Vincent Vermette,           Assistant   Vice   President  of   OppenheimerFunds
Vice President              Distributor, Inc.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Elaine Villas-Obusan,       None
Assistant Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Jake Vogelaar,              None
Assistant Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Phillip F. Vottiero,        None
Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Lisa Walsh,                 None
Assistant Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Darren Walsh,               Formerly  General Manager and Senior Vice President
Executive Vice President    of  Comverse  (December  2005  -  September  2006);
                            Senior Vice  President of Strategic  Initiatives at
                            CSG Systems (2002 - December2005)
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Jerry A. Webman,            Senior  Vice   President   of   HarbourView   Asset
Senior Vice President       Management Corporation.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Christopher D. Weiler,      None
Vice President:
Rochester Division
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Barry D. Weiss,             Vice  President  of  HarbourView  Asset  Management
Vice President              Corporation  and  of  Centennial  Asset  Management
                            Corporation.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Melissa Lynn Weiss,         None
Vice President & Associate
Counsel
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Christine Wells,            None
Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Joseph J. Welsh,            Vice  President  of  HarbourView  Asset  Management
Vice President              Corporation.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Catherine M. White,         Assistant   Vice   President  of   OppenheimerFunds
Assistant Vice President    Distributor,  Inc.;  member of the American Society
                            of Pension Actuaries (ASPA) since 1995.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Troy Willis,                None
Assistant Vice President,
Rochester Division
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Mitchell Williams,          None
Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Julie Wimer,                None
Assistant Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Donna M. Winn,              President,  Chief  Executive  Officer & Director of
Senior Vice President       OFI Private  Investments Inc.; Director & President
                            of  OppenheimerFunds  Legacy  Program;  Senior Vice
                            President of OppenheimerFunds Distributor, Inc.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Philip Witkower,            Senior   Vice    President   of    OppenheimerFunds
Senior Vice President       Distributor, Inc.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Brian W. Wixted,            Treasurer   of   HarbourView    Asset    Management
Senior Vice President &     Corporation;  OppenheimerFunds  International Ltd.,
Treasurer                   Oppenheimer    Real   Asset    Management,    Inc.,
                            Shareholder Services,  Inc.,  Shareholder Financial
                            Services,  Inc., OFI Private  Investments Inc., OFI
                            Institutional      Asset     Management,      Inc.,
                            OppenheimerFunds  plc and  OppenheimerFunds  Legacy
                            Program;  Treasurer and Chief Financial  Officer of
                            OFI   Trust   Company;   Assistant   Treasurer   of
                            Oppenheimer Acquisition Corp.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Carol E. Wolf,              Senior  Vice   President   of   HarbourView   Asset
Senior Vice President       Management  Corporation  and  of  Centennial  Asset
                            Management Corporation;  serves on the Board of the
                            Colorado Ballet.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Meredith Wolff,             None.
Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Oliver Wolff,               None
Assistant Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Kurt Wolfgruber,            Director   of   Tremont   Group   Holdings,   Inc.,
President, Chief            HarbourView  Asset  Management  Corporation and OFI
Investment Officer &        Institutional  Asset  Management,  Inc. (since June
Director                    2003).    Management    Director   of   Oppenheimer
                            Acquisition Corp. (since December 2005).
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Caleb C. Wong,              None
Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Edward C. Yoensky,          None
Assistant Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Geoff Youell,               None.
Assistant Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Lucy Zachman,               None
Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Robert G. Zack,             General  Counsel  of  Centennial  Asset  Management
Executive Vice President &  Corporation;   General   Counsel  and  Director  of
General Counsel             OppenheimerFunds  Distributor,  Inc.;  Senior  Vice
                            President and General Counsel of HarbourView  Asset
                            Management  Corporation and OFI Institutional Asset
                            Management,  Inc.;  Senior Vice President,  General
                            Counsel  and  Director  of  Shareholder   Financial
                            Services,  Inc.,  Shareholder  Services,  Inc., OFI
                            Private    Investments    Inc.;    Executive   Vice
                            President,  General  Counsel  and  Director  of OFI
                            Trust Company;  Director and Assistant Secretary of
                            OppenheimerFunds    International   Limited;   Vice
                            President,   Secretary   and  General   Counsel  of
                            Oppenheimer    Acquisition   Corp.;   Director   of
                            OppenheimerFunds      International     Distributor
                            Limited; Vice President of OppenheimerFunds  Legacy
                            Program;    Vice    President   and   Director   of
                            Oppenheimer Partnership Holdings Inc.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Neal A. Zamore,             None
Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Anna Zatulovskaya,          None
Assistant Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Mark D. Zavanelli,          None
Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Alex Zhou,                  None
Assistant Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Ronald Zibelli, Jr.         Formerly  Managing  Director  and Small Cap  Growth
Vice President              Team Leader at Merrill Lynch.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Arthur J. Zimmer,           Senior  Vice   President   of   HarbourView   Asset
Senior Vice President       Management Corporation.
--------------------------------------------------------------------------------

The Oppenheimer Funds include the following:

Centennial California Tax Exempt Trust
Centennial Government Trust
Centennial Money Market Trust
Centennial New York Tax Exempt Trust
Centennial Tax Exempt Trust
Limited Term New York Municipal Fund (a series of Rochester Portfolio Series)
OFI Tremont Core Strategies Hedge Fund
OFI Tremont Market Neutral Hedge Fund
Oppenheimer Absolute Return Fund
Oppenheimer AMT-Free Municipals
Oppenheimer AMT-Free New York Municipals
Oppenheimer Balanced Fund
Oppenheimer Baring China Fund
Oppenheimer Baring Japan Fund
Oppenheimer Baring SMA International Fund
Oppenheimer California Municipal Fund
Oppenheimer Capital Appreciation Fund
Oppenheimer Capital Income Fund
Oppenheimer Cash Reserves
Oppenheimer Champion Income Fund
Oppenheimer Commodity Strategy Total Return Fund
Oppenheimer Convertible Securities Fund (a series of Bond Fund Series)
Oppenheimer Core Bond Fund (a series of Oppenheimer Integrity Funds)
Oppenheimer Developing Markets Fund
Oppenheimer Discovery Fund
Oppenheimer Dividend Growth Fund
Oppenheimer Emerging Growth Fund
Oppenheimer Enterprise Fund
Oppenheimer Equity Fund, Inc.
Oppenheimer Equity Income Fund, Inc.
Oppenheimer Global Fund
Oppenheimer Global Opportunities Fund
Oppenheimer Global Value Fund
Oppenheimer Gold & Special Minerals Fund

Oppenheimer International Bond Fund
Oppenheimer Institutional Money Market Fund
Oppenheimer International Diversified Fund
Oppenheimer International Growth Fund
Oppenheimer International Small Company Fund
Oppenheimer International Value Fund (a series of Oppenheimer International
Value Trust)
Oppenheimer Limited Term California Municipal Fund
Oppenheimer Limited-Term Government Fund
Oppenheimer Limited Term Municipal Fund (a series of Oppenheimer Municipal
Fund)
Oppenheimer Main Street Fund (a series of Oppenheimer Main Street Funds, Inc.)
Oppenheimer Main Street Opportunity Fund
Oppenheimer Main Street Small Cap Fund
Oppenheimer MidCap Fund
Oppenheimer Money Market Fund, Inc.
Oppenheimer Multi-State Municipal Trust (3 series):
     Oppenheimer New Jersey Municipal Fund
     Oppenheimer Pennsylvania Municipal Fund
     Oppenheimer Rochester National Municipals
Oppenheimer Portfolio Series (4 series)
     Active Allocation Fund
     Equity Investor Fund
     Conservative Investor Fund
     Moderate Investor Fund
Oppenheimer Principal Protected Main Street Fund (a series of Oppenheimer
Principal
     Protected Trust)
Oppenheimer Principal Protected Main Street Fund II (a series of Oppenheimer
Principal
     Protected Trust II)
Oppenheimer Principal Protected Main Street Fund III (a series of Oppenheimer
Principal
     Protected Trust III)
Oppenheimer Quest For Value Funds (3 series)
     Oppenheimer Quest Balanced Fund
     Oppenheimer Quest Opportunity Value Fund
     Oppenheimer Small- & Mid-Cap Value Fund
Oppenheimer Quest International Value Fund, Inc.
Oppenheimer Real Estate Fund
Oppenheimer Rising Dividends Fund, Inc.
Oppenheimer Rochester Arizona Municipal Fund
Oppenheimer Rochester Maryland Municipal Fund
Oppenheimer Rochester Massachusetts Municipal Fund
Oppenheimer Rochester Michigan Municipal Fund
Oppenheimer Rochester Minnesota Municipal Fund
Oppenheimer Rochester North Carolina Municipal Fund
Oppenheimer Rochester Ohio Municipal Fund
Oppenheimer Rochester Virginia Municipal Fund
Oppenheimer Select Value Fund
Oppenheimer Senior Floating Rate Fund
Oppenheimer Series Fund, Inc. (1 series):
Oppenheimer Value Fund
Oppenheimer SMA Core Bond Fund
Oppenheimer SMA International Bond Fund
Oppenheimer Strategic Income Fund
Oppenheimer Transition 2010 Fund
Oppenheimer Transition 2015 Fund
Oppenheimer Transition 2020 Fund
Oppenheimer Transition 2030 Fund
Oppenheimer Tremont Market Neutral Fund, LLC
Oppenheimer Tremont Opportunity Fund, LLC
Oppenheimer U.S. Government Trust
Oppenheimer Variable Account Funds (11 series):
     Oppenheimer Balanced Fund/VA
     Oppenheimer Capital Appreciation Fund/VA
     Oppenheimer Core Bond Fund/VA
     Oppenheimer Global Securities Fund/VA
     Oppenheimer High Income Fund/VA
     Oppenheimer Main Street Fund/VA
     Oppenheimer Main Street Small Cap Fund/VA
     Oppenheimer MidCap Fund/VA
     Oppenheimer Money Fund/VA
     Oppenheimer Strategic Bond Fund/VA
     Oppenheimer Value Fund/VA
Panorama Series Fund, Inc. (4 series):
     Government Securities Portfolio
     Growth Portfolio
     Oppenheimer International Growth Fund/VA
     Total Return Portfolio
Rochester Fund Municipals

The address of the Oppenheimer funds listed above, Shareholder Financial
Services, Inc., Shareholder Services, Inc., OppenheimerFunds Services,
Centennial Asset Management Corporation, and OppenheimerFunds Legacy Program
is 6803 South Tucson Way, Centennial, Colorado 80112-3924.

The address of OppenheimerFunds, Inc., OppenheimerFunds Distributor, Inc.,
HarbourView Asset Management Corporation, Oppenheimer Acquisition Corp., OFI
Private Investments Inc., OFI Institutional Asset Management, Inc.
Oppenheimer Real Asset Management, Inc. and OFI Trust Company is Two World
Financial Center, 225 Liberty Street, 11th Floor, New York, New York
10281-1008.

The address of Tremont Group Holdings, Inc. is 555 Theodore Fremd Avenue,
Suite 206-C, Rye, New York 10580.

The address of OppenheimerFunds International Ltd. is 30 Herbert Street,
Dublin 2, Ireland.

The address of Trinity Investment Management Corporation is 301 North Spring
Street, Bellefonte, Pennsylvania 16823.

The address of OppenheimerFunds International Distributor Limited is Suite
1601, Central Tower, 28 Queen's Road Central, Hong Kong.


Item 27. Principal Underwriter

(a)   OppenheimerFunds Distributor, Inc. is the Distributor of the
Registrant's shares. It is also the Distributor of each of the other
registered open-end investment companies for which OppenheimerFunds, Inc. is
the investment adviser, as described in Part A and Part B of this
Registration Statement and listed in Item 26(b) above (except Panorama Series
Fund, Inc.) and for MassMutual Institutional Funds.

(b)   The directors and officers of the Registrant's principal underwriter
are:

----------------------------------------------------------------------------------
Name & Principal                 Position & Office        Position and Office
Business Address                 with Underwriter         with Registrant
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Timothy Abbhul(1)                Vice President and       None
                                 Treasurer
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Robert Agan(1)                   Vice President           None
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Anthony Allocco(2)               Assistant Vice President None
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Janette Aprilante(2)             Secretary                None
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Tracey Apostolopoulos(1)         Assistant Vice President None
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
James Barker                     Vice President           None
1723 W. Nelson Street
Chicago, IL 60657
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Kathleen Beichert(1)             Senior Vice President    None
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Rocco Benedetto(2)               Vice President           None
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Thomas Beringer                  Vice President           None
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Rick Bettridge                   Vice President           None
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
David A. Borrelli                Vice President           None
105 Black Calla Ct.
San Ramon, CA 94583
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Jeffrey R. Botwinick             Vice President           None
4431 Twin Pines Drive
Manlius, NY 13104
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Sarah Bourgraf(1)                Vice President           None
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Bryan Bracchi                    Vice President           None
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Michelle Brennan(2)              Vice President           None
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Joshua Broad(2)                  Vice President           None
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Kevin E. Brosmith                Senior Vice President    None
5 Deer Path
South Natlick, MA 01760
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Jeffrey W. Bryan                 Vice President           None
1048 Malaga Avenue
Coral Gables, FL 33134
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Patrick Campbell(1)              Assistant Vice President None
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Robert Caruso                    Vice President           None
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Donelle Chisolm(2)               Assistant Vice President None
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Andrew Chonofsky                 Vice President           None
109 Wade Avenue, Apt. 365
Raleigh, NC 27605
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Angelanto Ciaglia(2)             Vice President           None
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Melissa Clayton(2)               Assistant Vice President None
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Craig Colby(2)                   Vice President           None
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Rodney Constable(1)              Vice President           None
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Susan Cornwell(1)                Vice President           None
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Neev Crane                       Vice President           None
1530 Beacon Street, Apt. #1403
Brookline, MA 02446
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Michael Daley                    Vice President           None
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Fredrick Davis                   Vice President           None
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
John Davis(2)                    Vice President           None
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Stephen J. Demetrovits(2)        Vice President           None
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Steven Dombrower                 Vice President           None
13 Greenbrush Court
Greenlawn, NY 11740
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
George P. Dougherty              Vice President           None
328 Regency Drive
North Wales, PA 19454
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Cliff H. Dunteman                Vice President           None
N 53 W 27761 Bantry Road
Sussex, WI 53089-45533
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Beth Arthur Du Toit(1)           Vice President           None
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Kent M. Elwell                   Vice President           None
35 Crown Terrace
Yardley, PA 19067
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Gregg A. Everett                 Vice President           None
4328 Auston Way
Palm Harbor, FL 34685-4017
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
George R. Fahey                  Senior Vice President    None
9511 Silent Hills Lane
Lone Tree, CO 80124
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Eric C. Fallon                   Vice President           None
10 Worth Circle
Newton, MA 02458
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
James Fereday                    Vice President           None
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Joseph Fernandez                 Vice President           None
1717 Richbourg Park Drive
Brentwood, TN 37027
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Mark J. Ferro                    Senior Vice President    None
104 Beach 221st Street
Breezy Point, NY 11697
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Ronald H. Fielding(3)            Vice President           None
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Eric P. Fishel                   Vice President           None
725 Boston Post Rd., #12
Sudbury, MA 01776
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Patrick W. Flynn                 Senior Vice President    None
14083 East Fair Avenue
Englewood, CO 80111
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
John E. Forrest(2)               Senior Vice President    None
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
John ("J") Fortuna(2)            Vice President           None
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Jayme D. Fowler                  Vice President           None
3818 Cedar Springs Road,
#101-349
Dallas, TX 75219
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
William Friebel                  Vice President           None
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Alyson Frost                     Assistant Vice President None
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Richard Fuermann                 Vice President           None
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Lucio Giliberti                  Vice President           None
6 Cyndi Court
Flemington, NJ 08822
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Michael Gottesman                Vice President           None
255 Westchester Way
Birmingham, MI 48009
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Raquel Granahan(4)               Vice President           None
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Ralph Grant                      Senior Vice President    None
10 Boathouse Close
Mt. Pleasant, SC 29464
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Kahle Greenfield(2)              Vice President           None
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Robert Grill(2)                  Senior Vice President    None
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Eric Grossjung                   Vice President           None
4002 N. 194th Street
Elkhorn, NE 68022
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Michael D. Guman                 Vice President           None
3913 Pleasant Avenue
Allentown, PA 18103
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
James E. Gunter                  Vice President           None
603 Withers Circle
Wilmington, DE 19810
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Garrett Harbron                  Vice President           None
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Kevin J. Healy(2)                Vice President           None
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Wendy G. Hetson(2)               Vice President           None
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Jennifer Hoelscher(1)            Assistant Vice President None
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
William E. Hortz(2)              Vice President           None
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Edward Hrybenko(2)               Vice President           None
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Amy Huber(1)                     Assistant Vice President None
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Brian F. Husch                   Vice President           None
37 Hollow Road
Stonybrook, NY 11790
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Patrick Hyland(2)                Assistant Vice President None
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Keith Hylind(2)                  Vice President           None
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Kathleen T. Ives(1)              Vice President &         Assistant Secretary
                                 Assistant Secretary
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Shonda Rae Jaquez(2)             Assistant Vice President None
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Nivan Jaleeli                    Vice President           None
13622 E. Geronimo Rd.
Scottsdale, AZ 85259
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Eric K. Johnson                  Vice President           None
8588 Colonial Drive
Lone Tree, CO 80124
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Elyse Jurman                     Vice President           None
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Matthew Kasa                     Vice President           None
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Thomas Keffer(2)                 Senior Vice President    None
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Christina J. Keller(2)           Vice President           None
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Michael Keogh(2)                 Vice President           None
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Brian Kiley(2)                   Vice President           None
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Lisa Klassen(1)                  Vice President           None
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Richard Klein                    Senior Vice President    None
4820 Fremont Avenue South
Minneapolis, MN 55419
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Richard Knott(1)                 President and Director   None
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Brent A. Krantz                  Senior Vice President    None
61500 Tam McArthur Loop
Bend, OR 97702
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Eric Kristenson(2)               Vice President           None
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
David T. Kuzia                   Vice President           None
10258 S. Dowling Way
Highlands Ranch, CO 80126
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Tracey Lange(2)                  Vice President           None
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Jesse Levitt(2)                  Assistant Vice President None
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Eric J. Liberman                 Vice President           None
27 Tappan Ave., Unit West
Sleepy Hollow, NY 10591
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Malissa Lischin(2)               Assistant Vice President None
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Christina Loftus(2)              Vice President           None
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Thomas Loncar                    Vice President           None
1401 North Taft Street, Apt. 726
Arlington, VA 22201
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Craig Lyman                      Vice President           None
7425 Eggshell Drive
N. Las Vegas, NV 89084
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Peter Maddox(2)                  Vice President           None
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Michael Malik                    Vice President           None
546 Idylberry Road
San Rafael, CA 94903
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Steven C. Manns                  Vice President           None
1627 N. Hermitage Avenue
Chicago, IL 60622
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Todd A. Marion                   Vice President           None
24 Midland Avenue
Cold Spring Harbor, NY 11724
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
LuAnn Mascia(2)                  Vice President           None
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Michael McDonald                 Vice President           None
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
John C. McDonough                Senior Vice President    None
533 Valley Road
New Canaan, CT 06840
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Kent C. McGowan                  Vice President           None
9510 190th Place SW
Edmonds, WA 98020
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Brian F. Medina                  Vice President           None
3009 Irving Street
Denver, CO 80211
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
William Meerman                  Vice President           None
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Daniel Melehan                   Vice President           None
906 Bridgeport Court
San Marcos, CA 92069
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Saul Mendoza                     Vice President           None
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Mark Mezzanotte                  Vice President           None
16 Cullen Way
Exeter, NH 03833
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Matthew L. Michaelson            Vice President           None
1250 W. Grace, #3R
Chicago, IL 60613
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Noah Miller(1)                   Vice President           None
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Clint Modler(1)                  Vice President           None
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Robert Moser                     Vice President           None
9650 East Aspen Hill Circle
Lone Tree, CO 80124
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
David W. Mountford               Vice President           None
7820 Banyan Terrace
Tamarac, FL 33321
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Gzim Muja                        Vice President           None
269 S. Beverly Dr. #807
Beverly Hills, CA 90212
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Matthew Mulcahy(2)               Vice President           None
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Wendy Jean Murray                Vice President           None
32 Carolin Road
Upper Montclair, NJ 07043
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
John S. Napier                   Vice President           None
17 Hillcrest Ave.
Darien, CT 06820
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Christina Nasta(2)               Vice President           None
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Kevin P. Neznek(2)               Vice President           None
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Bradford G. Norford              Vice President           None
5095 Lahinch Ct.
Westerville, OH 43082
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Alan Panzer                      Vice President           None
6755 Ridge Mill Lane
Atlanta, GA 30328
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Donald Pawluk(2)                 Vice President           None
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Brian C. Perkes                  Vice President           None
6 Lawton Ct.
Frisco, TX 75034
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Wayne Perry                      Vice President           None
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Charles K. Pettit(2)             Vice President           None
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Rachel Powers                    Vice President           None
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Nicole Pretzel                   Vice President           None
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Elaine M. Puleo-Carter(2)        Senior Vice President    None
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Minnie Ra                        Vice President           None
100 Dolores Street, #203
Carmel, CA 93923
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Dusting Raring                   Vice President           None
27 Blakemore Drive
Ladera Ranch, CA 92797
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Michael A. Raso                  Vice President           None
3 Vine Place
Larchmont, NY 10538
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Richard E. Rath                  Vice President           None
46 Mt. Vernon Ave.
Alexandria, VA 22301
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Ramsey Rayan                     Vice President           None
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
William J. Raynor(5)             Vice President           None
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Corry Read(2)                    Vice President           None
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Ruxandra Risko(2)                Vice President           None
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
David R. Robertson(2)            Senior Vice President    None
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Ian M. Roche                     Vice President           None
7070 Bramshill Circle
Bainbridge, OH 44023
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Michael Rock                     Vice President           None
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Kenneth A. Rosenson              Vice President           None
24753 Vantage Pt. Terrace
Malibu, CA 90265
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Thomas Sabow                     Vice President           None
6617 Southcrest Drive
Edina, MN 55435
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
John Saunders                    Vice President           None
2251 Chantilly Ave.
Winter Park, FL 32789
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Thomas Schmitt                   Vice President           None
40 Rockcrest Rd
Manhasset, NY 11030
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
William Schories                 Vice President           None
3 Hill Street
Hazlet, NJ 07730
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Jennifer Sexton(2)               Vice President           None
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Eric Sharp                       Vice President           None
862 McNeill Circle
Woodland, CA 95695
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Debbie A. Simon                  Vice President           None
55 E. Erie St., #4404
Chicago, IL 60611
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Bryant Smith                     Vice President           None
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Christopher M. Spencer           Vice President           None
2353 W 118th Terrace
Leawood, KS 66211
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
John A. Spensley                 Vice President           None
375 Mallard Court
Carmel, IN 46032
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Alfred St. John(2)               Vice President           None
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Bryan Stein                      Vice President           None
8 Longwood Rd.
Voorhees, NJ 08043
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
John Stoma(2)                    Senior Vice President    None
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Wayne Strauss(3)                 Assistant Vice President None
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Brian C. Summe                   Vice President           None
2479 Legends Way
Crestview Hills, KY 41017
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Michael Sussman(2)               Vice President           None
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
George T. Sweeney                Senior Vice President    None
5 Smokehouse Lane
Hummelstown, PA 17036
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
James Taylor(2)                  Assistant Vice President None
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Martin Telles(2)                 Senior Vice President    None
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Paul Temple(2)                   Vice President           None
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
David G. Thomas                  Vice President           None
16628 Elk Run Court
Leesburg, VA 20176
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Mark S. Vandehey(1)              Vice President and       Vice President and
                                 Chief Compliance Officer Chief Compliance
                                                          Officer
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Vincent Vermete(2)               Vice President           None
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Darren Walsh(1)                  Executive Vice President None
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Patrick Walsh                    Vice President           None
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Kenneth Lediard Ward             Vice President           None
1400 Cottonwood Valley Circle N.
Irving, TX 75038
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Teresa Ward(1)                   Vice President           None
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Janeanne Weickum                 Vice President           None
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Michael J. Weigner               Vice President           None
4905 W. San Nicholas Street
Tampa, FL 33629
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Donn Weise                       Vice President           None
3249 Earlmar Drive
Los Angeles, CA 90064
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Chris G. Werner                  Vice President           None
98 Crown Point Place
Castle Rock, CO 80108
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Catherine White(2)               Assistant Vice President None
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Ryan Wilde(1)                    Vice President           None
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Julie Wimer(2)                   Assistant Vice President None
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Donna Winn(2)                    Senior Vice President    None
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Peter Winters                    Vice President           None
911 N. Organce Ave, Pat. 514
Orlando, FL 32801
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Patrick Wisneski(1)              Vice President           None
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Philip Witkower(2)               Senior Vice President    None
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Kurt Wolfgruber                  Director                 None
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Meredith Wolff(2)                Vice President           None
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Michelle Wood(2)                 Vice President           None
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Cary Patrick Wozniak             Vice President           None
18808 Bravata Court
San Diego, CA 92128
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
John Charles Young               Vice President           None
3914 Southwestern
Houston, TX 77005
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Jill Zachman(2)                  Vice President           None
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Robert G. Zack(2)                General Counsel &        Secretary
                                 Director
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Steven Zito(1)                   Vice President           None
----------------------------------------------------------------------------------

(1)6803 South Tucson Way, Centennial, CO 80112-3924
(2)Two World Financial  Center,  225 Liberty Street,  11th Floor, New York, NY
10281-1008
(3)350 Linden Oaks, Rochester, NY 14623
(4)555 Theodore Fremd Avenue, Rye, NY 10580
(5)Independence Wharf, 470 Atlantic Avenue, 11th Floor, Boston, MA 02210



(c)   Not applicable.


tem 28. Location of Accounts and Records

The accounts, books and other documents required to be maintained by
Registrant pursuant to Section 31(a) of the Investment Company Act of 1940
and rules promulgated thereunder are in the possession of OppenheimerFunds,
Inc. at its offices at 6803 South Tucson Way, Centennial, Colorado 80112-3924.

Item 29. Management Services

Not applicable

Item 30. Undertakings

Not applicable.









                                  SIGNATURES

Pursuant  to  the  requirements  of the  Securities  Act of  1933  and/or  the
Investment  Company Act of 1940,  the  Registrant has duly caused this Initial
Registration  Statement  on  Form  N-1A  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 5th day of December, 2007.

                              OPPENHEIMER TRANSITION 2025 FUND

                              By:  /s/ John V. Murphy

--------------------------------------------------
                              John V. Murphy, President, Principal
                              Executive Officer, & Trustee


Pursuant to the requirements of the Securities Act of 1933, this  Registration
Statement has been signed below by the following  persons in the capacities on
the dates indicated:

Signatures                    Title                        Date

/s/ Brian W. Wixted           Treasurer, Principal Financial      December 5,
2007
Brian Wixted                  & Accounting Officer


/s/ Phillip S. Gillespie                                    Initial Trustee
December 5, 2007
Phillip Gillespie


/s/ Nancy S. Vann             Initial Trustee               December 5, 2007
Nancy Vann


/s/ Taylor V. Edwards                                       Initial Trustee
December 5, 2007
Taylor Edwards









                       OPPENHEIMER TRANSITION 2025 FUND

                 Initial Registration Statement on Form N-1A


                                EXHIBIT INDEX


Exhibit No.      Description

23. (a)          Declaration of Trust

23. (b)          By-Laws