Registration No. 333-125805
                                                            File No. 811-21775

                                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.    2                                     [X]
                                  -------


      Post-Effective Amendment No. ____                                  [   ]

                                    and/or

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


      Amendment No.    2                                                   [X]
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                  OPPENHEIMER INTERNATIONAL DIVERSIFIED 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)


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

[   ] Immediately upon filing pursuant to paragraph (b)
[   ] On _______________ pursuant to paragraph (b)
[   ] 60 days after filing pursuant to paragraph (a)(1)
[   ] On _______________ pursuant to paragraph (a)(1)
[   ] 75 days after filing pursuant to paragraph (a)(2)
[   ] On _______________ pursuant to paragraph (a)(2) of Rule 485.
If appropriate, check the following box:

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

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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.

Oppenheimer
International Diversified Fund



Prospectus dated September15, 2005       International Diversified Fund is a
                                         mutual fund that seeks to achieve high
                                         total return through both capital
                                         appreciation and income.


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










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






CONTENTS

            ABOUT THE FUND

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

            ABOUT YOUR ACCOUNT

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

The Fund's Investment Objective and Principal Investment Strategies

WHAT IS THE FUND'S INVESTMENT OBJECTIVE?  The Fund seeks to achieve high
total return through both capital appreciation and income.


WHAT DOES THE FUND MAINLY INVEST IN?  The 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 Fund's investment
manager (the "Manager"), will invest the Fund's assets in shares of some or
all of the Oppenheimer global or international funds listed below. Those
Funds are referred to as the "Underlying Funds." "Normal market conditions"
are when securities markets and economic conditions are not unstable or
adverse, in the judgment of the Manager. The Fund may also invest in shares
of money market mutual funds in the Oppenheimer family of funds.


The Fund seeks to achieve its objective by allocating its assets among the
following Underlying Funds:

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Oppenheimer Developing Markets Fund
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Oppenheimer Global Opportunities Fund
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Oppenheimer International Bond Fund
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Oppenheimer International Growth Fund
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Oppenheimer International Small Company Fund
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Oppenheimer International Value Fund
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Oppenheimer Quest International Value Fund, Inc.
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The Underlying Funds were chosen based on the Manager's determination that
they could provide growth of capital and/or investment income. The Fund's
initial allocations to the Underlying Funds are expected to be as follows:
Oppenheimer International Growth Fund 30%; Oppenheimer Quest International
Value Fund, Inc. 30%; Oppenheimer International Small Company Fund 15%;
Oppenheimer Developing Markets Fund 15%; and Oppenheimer International Bond
Fund 10%. The Manager will monitor the Underlying Fund selections and
periodically rebalance the Fund's investments in response to changing market
or economic conditions. The Fund will typically invest in a minimum of three
of the Underlying Funds, with allocation percentages in each ranging from
0-50%.

The Manager will seek to diversify the Fund's investments internationally and
among different investment styles and market capitalizations and will not
invest more than 50% of the Fund's net assets in any single Underlying Fund.
Based on the Manager's evaluation of changing market conditions, it may
allocate more of the Fund's assets to Underlying Funds that emphasize value
or growth investments, larger or smaller capitalization companies and
developed or developing markets. The Manager may change the weightings in the
Underlying Funds at any time, without prior approval from or notice to
shareholders.


For temporary periods, the Fund may hold a portion of its assets in cash,
money market securities or other similar, liquid investments. This will
generally occur at times when the Manager is unable to immediately invest
funds received from purchases of Fund shares or from redemptions of other
investments.


HOW DOES THE MANAGER DECIDE WHAT SECURITIES TO BUY OR SELL? The Underlying
Funds were chosen based on the Manager's determination that they could
provide growth of capital and/or current income. The Manager will monitor the
markets and allocate assets among the Underlying Funds based on changing
market conditions and investment opportunities. In determining how much of
the Fund's assets to invest in an Underlying Fund, the Manager will seek to
maintain diversity between companies of different market capitalizations and
between developed and emerging equity markets. The Fund may change its
emphasis on equity or fixed income investments at times, based on the
Manager's evaluation of the probable direction of interest rate changes. The
Fund may also change its allocations based on the Manager's evaluation of
economic factors that it believes are not reflected in particular markets in
which one or more of the Underlying Funds invest or on current or anticipated
changes in currency valuations.

WHO IS THE FUND DESIGNED FOR?  The Fund is designed primarily for investors
seeking to achieve total return through both capital appreciation and income
from a variety of global and international investments. The Fund is intended
as a long-term investment, not a short-term trading vehicle. While it may be
appropriate for a portion of an investor's portfolio, the Fund is not a
complete investment program.


CAN THE FUND'S INVESTMENT OBJECTIVES AND POLICIES CHANGE?  The Fund's Board
of Trustees can change non-fundamental policies without shareholder approval,
although significant changes will be described in amendments to this
Prospectus. Fundamental policies cannot be changed without the approval of a
majority of the Fund's outstanding voting shares. Shareholders will receive
at least 60 days' advance notice of changes in the Fund's investment
objective or principal investment strategies. The Fund's investment
objectives and principal investment strategies are not fundamental policies.
Investment restrictions that are fundamental policies are listed in the
Statement of Additional Information. An investment policy is not fundamental
unless this Prospectus or the Statement of Additional Information says that
it is.

Main Risks of Investing in the Fund

All investments have risks to some degree.  The share prices of the Fund's
shares generally change daily based on the values of the Underlying Funds'
investments which are subject to a number of factors described below.  There
is also the risk that poor security selection by the Underlying Funds'
investment Manager, OppenheimerFunds, Inc., may cause the Fund to
underperform other funds having similar objectives.

RISKS OF INVESTING IN THE UNDERLYING FUNDS.  Each of the Underlying Funds in
which the Fund invests has its own investment risks, and those risks can
affect the value of the Fund's investments and therefore the value of the
Fund's shares.  To the extent that the Fund invests more of its assets in one
Underlying Fund than in another, the Fund will have greater exposure to the
risks of that Underlying Fund.  The investment objective and principal
investments of each of the Underlying Funds are listed in the section "More
Information About the Underlying Funds."  The risks of those investments are
described in this Prospectus.

There is no guarantee that the Underlying Funds will achieve their investment
objectives.  The Underlying Funds will pursue their investment objectives and
policies without the approval of the Fund.  If an Underlying Fund were to
change its investment objective or policies, the Fund may be forced 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 certain documents can be
downloaded on the OppenheimerFunds, Inc. website at
www.oppenheimerfunds.com.


ALLOCATION RISK.  The 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.

MARKET RISK.  The value of the securities in which the Fund and the
Underlying Funds invest may decline due to changing economic, political or
market conditions or disappointing earnings results.

RISKS OF FOREIGN INVESTING.  Some of the Underlying Funds may buy securities
of companies in any country, including developed countries and emerging
markets.  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 that 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.  Foreign issuers are not
subject to the same accounting and disclosure requirements that U.S.
companies are subject to.  Securities issued by a foreign government may not
be supported by the "full faith and credit" of the government.

The value of foreign investments may be affected by exchange control
regulations, expropriation or nationalization of a company's assets, foreign
taxes, delays in settlement of transactions, changes in governmental economic
or monetary policy in the U.S. or abroad, or other political and economic
factors.  In addition, foreign securities might not be as liquid as domestic
securities.  These risks could cause the prices of foreign stocks to fall and
could therefore depress an Underlying Fund's share prices.

Additionally, if an Underlying Fund invests a significant amount of its
assets in foreign securities, it might expose the fund 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 after
the close of the foreign securities market on which a foreign security is
traded and 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 Board believe to be their fair value, and the
imposition of redemption fees, may help deter those activities.

Special Risks of Emerging and Developing Markets.  While some of the
Underlying Funds may focus on investing in developed markets, some may also
invest in emerging or developing markets.  Securities of issuers in emerging
and developing markets may offer special investment opportunities, but
present risks not found in more mature markets.  Those securities may be more
difficult to sell at an acceptable price, may be illiquid, and their prices
may be more volatile than securities of issuers in more developed markets.
Settlements of trades may be subject to greater delays so that the Underlying
Fund might not receive the proceeds of a sale of a security on a timely
basis.  These investments may be substantially more volatile than stocks of
issuers in the U.S. and other developed countries and may be very speculative.

Emerging market countries may have less developed legal and accounting
systems and investments may be subject to greater risks of government
restrictions on withdrawing the sale proceeds of securities from the
country.  They may have less developed trading markets and exchanges.
Economies of developing countries may be more dependent on relatively few
industries that may be highly vulnerable to local and global changes.
Governments may be more unstable and present greater risks of nationalization
or restrictions on foreign ownership of stocks of local companies.

RISKS OF INVESTING IN STOCKS.  Stocks fluctuate in price, and their
short-term volatility at times may be great.  Because some of the Underlying
Funds may invest primarily in common stocks of foreign companies, the value
of such Underlying Funds' portfolio holdings will be affected by the changes
in the foreign stock markets and the special economic and other factors that
might primarily affect the prices of particular foreign markets.  An
Underlying Fund's emphasis on growth stocks can also result in higher
volatility, and is likely to be even greater for stocks issued by small- and
mid-sized companies in which an Underlying Fund may invest a substantial
amount of its assets.  Market risk will affect an Underlying Fund's net asset
values per share, which will fluctuate as the values of the Underlying Fund's
portfolio securities change.  The prices of individual stocks 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.

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 stock's price, such as poor earnings
reports by the issuer, loss of major customers, major litigation against the
issuer, or changes in government regulations affecting the issuer or its
industry.  To the extent that an Underlying Fund increases the relative
emphasis of its investments in a particular industry, its share value may
fluctuate in response to events affecting that industry.

Risks of Growth Investing.  Stocks of growth companies, particularly newer
companies, may offer opportunities for greater capital appreciation but may
be more volatile than stocks of larger, more established companies. That
volatility is likely to be even greater for growth companies in emerging
markets.  If the company's earnings growth or stock price fails to increase
as expected, the stock price of a growth company may decline sharply.

Some of the Underlying Funds may buy stocks of companies in any
capitalization range and may focus their investments on securities of
companies that the Manager thinks have growth possibilities.  Newer small
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 larger issuers.  That means some of
the Underlying Funds could have greater difficulty selling a security of a
smaller issuer at an acceptable price, especially in periods of market
volatility.  That factor increases the potential for losses to the Underlying
Funds.  Also, it may take a substantial period of time before the Underlying
Funds realizes a gain on an investment in a small-cap company, if it realize
any gain at all.


Special Risks of Stocks Issued by Small- and Mid-Sized Companies.  Some of
the Underlying Funds may emphasize investments in small- and mid-cap
companies, as defined in the Underlying Fund's prospectus (although the
Underlying Funds may not all define small- and mid-cap issuers in the same
way). These companies can include both established and newer companies. While
newer companies might offer greater opportunities for capital appreciation
than larger, more established companies, they involve substantially greater
risks of loss and price fluctuations than larger issuers.


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

To the extent that some of the Underlying Funds invest significantly in
small-cap equity securities, because those types of securities may be traded
infrequently, investors may seek to trade shares of these funds based on
their knowledge or understanding of the value of those types of securities
(this is sometimes referred to as "price arbitrage"). Certain Oppenheimer
funds, including the International Growth Fund (an Underlying Fund), that
invest a significant amount of their assets in small-cap equity securities,
impose a 2% redemption fee in certain circumstances to attempt to deter such
price arbitrage.  Such price arbitrage, if otherwise successful, might
interfere with the efficient management of an Underlying Fund's portfolio to
a greater degree than would be the case for funds that invest in more liquid
securities, because the 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.

Industry Focus.  At times, some of the Underlying Funds may increase the
relative emphasis of their investments in a particular industry.  Stocks of
issuers in a particular industry may be affected by changes in economic
conditions, government regulations, availability of basic resources or
supplies, or other events that affect that industry more than others.  To the
extent an Underlying Fund has greater emphasis on investments in a particular
industry, its share values may fluctuate in response to events affecting that
industry.

Investing in Special Situations.  Periodically, some of the Underlying Funds
might use aggressive investment techniques.  These might include seeking to
benefit from what the Manager perceives to be "special situations," such as
mergers, reorganizations, restructurings or other unusual events expected to
affect a particular issuer.  However, there is a risk in investing in special
situations that the change or event might not occur, which could have a
negative impact on the price of the issuer's securities.  An Underlying
Fund's investment might not produce the expected gains or could incur a loss
for the portfolio.

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 if the Manager believes they have growth
potential.  Some of the Underlying Funds might sometimes seek to take
tactical advantage of short-term market movements or events affecting
particular issuers or industries.  There is a risk that if the event does not
occur as expected, the value of the stock could fall, which in turn could
depress the Underlying Fund's share price.

RISKS OF VALUE INVESTING.  In using a value investing style, there is the
risk that the market will not recognize that the securities selected are
undervalued and they might not appreciate in value in the way an Underlying
Fund's Manager anticipates.

CREDIT RISK.  Debt securities are 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.  If the issuer fails to pay
interest, an Underlying Fund's income might be reduced, and if the issuer
fails to repay principal, the values of that bond and of the Underlying
Fund's shares might fall.  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.

Special Risks of Lower-Grade Securities.  Some of the Underlying Funds may
invest without limit in securities below investment grade (commonly called
"junk bonds") to seek total return and higher income.  Therefore, such
Underlying Funds' credit risks may be greater than those of 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 (or that have fallen)
below investment grade are exposed to a greater risk that the issuers might
not meet their debt obligations.  There may be less of a market for these
securities, making it harder to value them or sell them at an acceptable
price.  Additionally, these securities may be subject to a greater risk of
default.  These risks may reduce some of the Underlying Funds' share prices
and the incomes they earn.

INTEREST RATE RISKS.  The values of debt securities are 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.  The magnitude of these fluctuations will often be greater for
longer-term debt securities than shorter-term debt securities.  Some of the
Underlying Funds' share prices may go up or down when interest rates change
because of the effect of the changes on the value of the Underlying Fund's
investment in debt securities.  Also, if interest rates fall, the Underlying
Fund's investment in new securities at lower yields will reduce the
Underlying Fund's income.

RISKS OF DERIVATIVE INVESTMENTS.  All 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 use
derivative investments up to 25% of its net assets; the other underlying
funds that are permitted to use derivative investments have no such stated
limit.  In general terms, a derivative investment is one whose value depends
on (or is derived from) the value of an underlying asset, interest rate or
index.  Options, futures, structured notes 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,
some of the Underlying Funds' share prices could fall and they could get 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.

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


The Fund's investments in Underlying Funds have foreign securities risks that
funds focusing on domestic securities may not have.  In the short term, the
values of foreign securities can be volatile, and the price of some of the
Underlying Fund's shares can go up and down substantially.  In the
Oppenheimer funds spectrum, the Fund is an aggressive investment vehicle,
designed for investors willing to assume greater risks in the hope of
achieving high total return through both capital appreciation and income.  It
is likely to be subject to greater fluctuations in its share prices than
funds that emphasize large capitalization domestic stocks (as defined in such
fund's prospectus), or funds that do not invest in foreign securities or
emerging market securities.


AFFILIATED PORTFOLIO RISK.  In managing the Fund, 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 is a fiduciary to the
Fund and is legally obligated to act in the best interests of its
shareholders when selecting Underlying Funds.

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

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

Fees and Expenses of the Fund

The following tables are provided to help you understand the fees and
expenses you may pay if you buy and hold shares of the Fund.  The Fund pays a
variety of expenses directly for management of its assets, administration,
distribution of its shares and other services.  Those expenses are subtracted
from the Fund's assets to calculate the Fund's net asset value per share. All
shareholders therefore pay those expenses indirectly.  In addition, the 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.  "Other Expenses," "Underlying Fund Operating Expenses" and
"Total Annual Fund and Underlying Fund Operating Expenses" are based on the
Fund's anticipated expenses during its first fiscal year.

Shareholder Fees (charges paid directly from your investment):

                                Class A    Class B  Class C  Class N  Class Y
                                Shares     Shares   Shares   Shares   Shares
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Maximum Sales Charge (Load) on
purchases (as % of offering     5.75%      None     None     None     None
price)
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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)
                                   Class A    Class  Class C  Class N  Class Y
                                   Shares     B      Shares   Shares   Shares
                                              Shares
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Management Fees                    0.00%      0.00%  0.00%    0.00%    0.00%
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Distribution     and/or    Service 0.25%      1.00%  1.00%    0.50%    0.00%
(12b-1) Fees
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Other Expenses(5)                  0.35%      0.35%  0.35%    0.35%    0.35%
--------------------------------------------------------------------------------
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Fund Operating Expenses            0.60%      1.35%  1.35%    0.85%    0.35%
--------------------------------------------------------------------------------
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Underlying Fund Operating Expenses 1.22%      1.22%  1.22%    1.22%    1.22%
--------------------------------------------------------------------------------
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Total  Annual Fund and  Underlying
Fund Operating Expenses(6)(,7)     1.82%      2.57%  _2.57%   2.07%    1.57%
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.
5.  The transfer agent fee is a per account fee and will therefore vary on a
  percentage basis as the number of accounts change.  The Fund estimates 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.  This undertaking may
  be amended or withdrawn at any time.
6. The Annual Fund Operating Expenses table includes the fees directly
  incurred by the Fund and the Underlying Fund Operating Expenses incurred
  indirectly by the Fund through its investments in shares of the Underlying
  Funds.  The expenses of the Underlying Funds are based on an estimate of
  the total annual expense ratio, without giving effect to any waivers or
  reimbursements, of the Underlying Funds in which the Fund expects to invest
  during its current fiscal year.  In addition, any material changes to the
  Fund's asset allocation in the Underlying Funds could increase or decrease
  the Underlying Fund Operating Expenses, currently estimated to be 1.22% of
  average daily net assets.  The "Management Fees" in the table above reflect
  the fact that there are no such fees paid directly by the Fund.
7. The Manager has voluntarily undertaken to waive fees and/or reimburse the
  Fund for certain expenses so that Total Annual and Underlying Fund
  Operating Expenses as a percentage of average daily net assets will not
  exceed the following annual rates: 1.75%, 2.50%, 2.50%, and 2.00% for Class
  A, Class B, Class C, and Class N respectively.  The Manager may modify or
  terminate that undertaking at any time without notice to shareholders.
  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 indirect management fees earned
  from investments in Underlying Funds to assure that expenses do not exceed
  those limits.

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

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

      If shares are redeemed:
                               1 Year    3 Years
      --------------------------------------------
      --------------------------------------------
      Class A Shares           $751      $1,119
      --------------------------------------------
      --------------------------------------------
      Class B Shares           $763      $1,110
      --------------------------------------------
      --------------------------------------------
      Class C Shares           $363      $810
      --------------------------------------------
      --------------------------------------------
      Class N Shares           $312      $655
      --------------------------------------------
      --------------------------------------------
      Class Y Shares           $161      $500



      If shares are not        1 Year    3 Years
      redeemed:
      --------------------------------------------
      --------------------------------------------
      Class A Shares           $751      $1,119
      --------------------------------------------
      --------------------------------------------
      Class B Shares           $263      $810
      --------------------------------------------
      --------------------------------------------
      Class C Shares           $263      $810
      --------------------------------------------
      --------------------------------------------
      Class N Shares           $212      $655
      --------------------------------------------
      --------------------------------------------
      Class Y Shares           $161      $500

In the first example, 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 example, Class A expenses include the sales
charge, but Class B, Class C and Class N expenses do not include contingent
deferred sales charges.


About the Fund's Investments


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


The Manager may try to reduce risks by allocating the Fund's investments in
certain Underlying Funds that invest a higher percentage of their assets in
debt securities. However, changes in the overall market prices of debt
securities and the income they pay can occur at any time, and the Fund's
share prices and income could fluctuate.


Investments in the Underlying Funds.  Under normal circumstances, the Fund
invests mainly in shares of the Underlying Funds. These Underlying Funds were
chosen based on the Manager's determination that they could provide long-term
growth of capital and/or current income. Oppenheimer Developing Markets Fund
invests mainly in common stock of issuers in emerging and developing markets
throughout the world. Oppenheimer Global Opportunities Fund seeks growth and
income, mainly from equity securities of issuers in the United States and
foreign countries. Oppenheimer International Bond Fund invests mainly in debt
securities of foreign government and corporate issuers. Oppenheimer
International Growth Fund invests mainly in common stocks of companies
outside the United States that it considers to be growth companies.
Oppenheimer International Small Company Fund invests mainly in common stock
of companies outside the United States that have market capitalizations of
$2.5 billion or less. Oppenheimer International Value Fund and Oppenheimer
Quest International Value Fund, Inc. each invest mainly in common stocks of
companies outside the United States that management believes are undervalued.
The objectives and policies of the Underlying Funds may change from time to
time without approval by the Fund's shareholders.

An Underlying Fund may have investment policies similar to those of one of
the other Underlying Funds 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 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
Fund. Additional information about the Underlying Funds is contained in the
respective Prospectus and Statement of Additional Information for each
Underlying Fund. To obtain a Prospectus of any of the Underlying Funds,
simply call the toll-free number on the back cover of this Prospectus.


Foreign Equity Securities.  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 of profits from businesses,
investments or sales outside the U.S. Foreign securities include securities
traded primarily on foreign securities exchanges or in foreign
over-the-counter markets.  Some of the Underlying Funds consider securities
of foreign issuers that are represented in the U.S. securities markets by
American Depository Receipts ("ADRs") or similar depository arrangements to
be "foreign securities" for purposes of their investment allocations.

Debt Securities.  Some of the Underlying Funds may invest in debt securities
including debt securities of foreign companies and governments, including
those in developing countries.

Foreign Debt Securities.  Some of the Underlying Funds may buy 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 Fund's 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
markets countries and are considered speculative securities with higher risks
of default.  The Underlying Funds will buy foreign currency only in
connection with the purchase and sale of foreign securities and not for
speculation.

Industry and Regional Focus.  At times, some of the Underlying Funds may
increase the relative emphasis of their investments in a particular industry,
group of industries or region of the world.  Stocks of issuers in a
particular industry or region might be affected by changes in economic
conditions or by changes in government regulations, availability or basic
resources or supplies, or other events that affect that industry or region
more than others.  If some of the Underlying Funds have a greater emphasis on
investments in a particular industry, their share value may fluctuate in
response to events affecting that industry or that region.

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.


Stock and Other Equity Investments.  Some of the Underlying Funds may invest
primarily in a diversified portfolio of common stocks of issuers that may be
of small, medium or large capitalization, as defined in the Underlying Fund's
prospectus (although the Underlying Funds may not all define small- and
mid-cap issuers in the same way) to seek capital appreciation. Such
Underlying Funds may also invest in other equity securities, including
preferred stocks, rights and warrants, and securities convertible into common
stock.  Some of the Underlying Funds may buy securities issued by domestic or
foreign companies.


Preferred stocks, which are a form of equity security, typically have a fixed
dividend that may cause their prices to behave more like those of debt
securities.  If prevailing interest rates rise, the fixed dividend on
preferred stock may be less attractive, causing the price of preferred stocks
to decline.  While some of the Underlying Funds may emphasize investments in
common stocks, they can also buy securities convertible into common stock.
While many convertible securities are debt securities, the Underlying Fund's
Manager considers some of them to be "equity equivalents" because of their
feature allowing them to be converted into common stock.  In these cases,
their credit rating has less impact on the investment decisions than in the
case of other debt securities.  Convertible securities are subject to credit
risk and interest rate risk, discussed above.

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

"Structured" Notes.  Some of the Underlying Funds may buy "structured" notes,
which are specially-designed 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 and the borrower issuing the note.

The values of these notes will fall or rise in response to the changes in the
values of the underlying security or index.  The value of these notes may be
affected by events pertaining to the borrower which may be referred to as
"counter-party" risks.  The values of these notes are also subject to both
credit and 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 the Underlying Fund to value them or sell
them at an acceptable price.

Money Market Instruments.  Some of the Underlying Funds can also invest in
"money market instruments."  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.  Such investments do not generate capital growth when held to
maturity.

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

Domestic Securities.  Under normal market conditions, the Underlying Funds do
not expect to invest a significant amount of their assets in securities of
U.S. issuers.  However, they can hold common and preferred stocks of U.S.
companies, as well as their debt securities, and can also invest in U.S.
corporate and government debt securities for defensive and liquidity purposes.

Hedging.  Some of the Underlying Funds may buy and sell certain kinds of
futures contracts, swaps and put and call options, and can enter into forward
contracts.  These are all referred to as "hedging instruments."  These
Underlying Funds are not required to use hedging instruments to seek their
objectives.  While such Underlying Funds may use forward contracts or swaps
to attempt to hedge foreign currency risks, they do not make extensive use of
other hedging instruments.  The Underlying Funds do not use hedging
instruments for speculative purposes, and have limits on their use of them.

Some of these strategies would hedge an Underlying Fund's portfolio against
price fluctuations.  Other hedging strategies, such as buying futures and
call options, would tend to increase an Underlying Fund's exposure to the
securities market. Forward contracts and currency swaps are used to try to
manage foreign currency risks on some of the Underlying Funds' foreign
investments.  Foreign currency options could be used to try to protect
against declines in the dollar value of foreign securities some of the
Underlying Funds own, or to protect against an increase in the dollar cost of
buying foreign securities. Option trading involves the payment of premiums,
can increase portfolio turnover, and has special tax effects on an Underlying
Fund.  There are special risks in particular hedging strategies.

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

Illiquid and Restricted Securities.  Investments may be illiquid because 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 holdings
of illiquid securities on an ongoing basis to determine whether to sell any
holdings to maintain adequate liquidity.

Investing in Other Investment Companies.  Some of the Underlying Funds may
invest in shares of other investment companies subject to the limits
permissible by the Investment Company Act.  These limits may not apply to
shares acquired in a merger, consolidations, reorganization or acquisition of
another investment company.  Because such Underlying Funds would be subject
to their ratable share of the other investment company's expenses, they will
not make these investments unless the Manager believes that the potential
investment benefits justify the added costs and expenses.

Investing in Small, Unseasoned Companies.  Some of the Underlying Funds can
invest up to 5% of their total assets in securities of small, unseasoned
companies.  These are companies that have been in continuous operation for
less than three years, counting the operations of any predecessors.  These
securities may have limited liquidity, so that the Underlying Funds could
have difficulty selling them at an acceptable price when they want to.  The
prices of these securities may be very volatile.

Loans of Portfolio Securities.  Some of the Underlying Funds have entered
into a Securities Lending Agreement with JP Morgan Chase.  Under that
agreement, portfolio securities 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 the fund's Board of Directors.  The value of the
securities loaned may not exceed 25% of the value of the Underlying Fund's
net assets.

Non-Diversification.  While the Fund is "diversified" under the Investment
Company Act of 1940, one of the Underlying Funds, the International Bond
Fund, is "non-diversified" under the Investment Company Act of 1940.  This
policy gives this Underlying Fund more flexibility to invest in the debt
securities of a single issuer than if it were a "diversified" fund.  However,
this Underlying Fund intends to diversify its investments so that it will
qualify as a "regulated investment company" under the Internal Revenue Code
(although it reserves the right not to qualify).

Other Debt Securities.  Under normal market conditions, one of the Underlying
Funds, the Oppenheimer International Bond Fund, may invest (up to 35% of its
total assets) in debt securities issued by U.S. companies, the U.S.
government or U.S. government agencies to seek its goals.  However, these are
not expected to be a significant part of this Underlying Fund's normal
long-term investment strategy.  Its investments in U.S. government securities
may include U.S. Treasury securities and securities issued or guaranteed by
agencies or instrumentalities of the U.S. government, such as collateralized
mortgage obligations (CMOs) and other mortgage-related securities.
Mortgage-related securities are subject to additional risks of unanticipated
prepayments of the underlying mortgages, which can affect its income stream
from those securities as well as their values.  This Underlying Fund may also
buy U.S. commercial paper, which is short-term corporate debt, and
asset-backed securities, which are interests in pools of consumer loans and
other trade receivables.  Prepayments on the underlying loans may reduce some
income on the securities and reduce their values, as with CMOs.

Other Equity Securities.  While some of the Underlying Funds mainly buy
common stocks issued by domestic or foreign companies, they may also buy
preferred stocks and securities convertible into common stock and can hold
rights and warrants.

Portfolio Turnover.  A change in the securities held by the Fund is known as
"portfolio turnover."  The Fund or an Underlying Fund may engage in active
and frequent trading to try to achieve its objectives, and may have a high
portfolio turnover rate (for example, over 100%).  If the 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.  Generally, increased portfolio turnover creates higher
brokerage and transaction costs for the fund conducting the trading (and may
reduce its performance).  However, most of the Fund's portfolio transactions
should involve trades in the Underlying Funds that do not entail brokerage
commissions.

Temporary Defensive and Interim Investments.  In times of adverse or unstable
market or economic or political conditions, the Fund and some of the
Underlying Funds may invest up to 100% of their assets in temporary
investments that are inconsistent with their principal investment
strategies.  Generally they would be cash or cash equivalents (such as
commercial paper in the top two rating categories of national rating
organizations), such as U.S. Treasury Bills and other short-term U.S.
Government obligations, high-grade commercial paper securities or repurchase
agreements.  They may include other investment-grade debt securities.  These
types of securities might also be held pending the investments of proceeds
from the sale of shares or to meet anticipated redemptions of shares.  To the
extent a fund invests defensively in these securities it might not achieve
its investment objective.

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

Zero-Coupon and "Stripped" Securities.  Some of the U.S. government debt
securities that some 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.  "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.

Zero-coupon and stripped securities are subject to greater fluctuations in
price from 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.  Interest-only and
principal-only securities are particularly sensitive to changes in interest
rates.

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

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

How the Fund is Managed

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

      The Manager has been an investment adviser since January 1960.  The
Manager and its subsidiaries and controlled affiliates managed more than $180
billion in assets as of June 30, 2005, including other Oppenheimer funds,
with more than 7 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, but rather the Manager will collect indirect
management fees from investments in the Underlying Funds.  The estimated
indirect expenses of the Underlying Funds (including the indirect management
fees of the Underlying Funds), as a percent of average daily net assets of
the Fund is 1.22%.

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

      Class A        Class B        Class C         Class N
      1.75%            2.50%          2.50%           2.00%

The limitation  will be applied after giving effect to any 12b-1  reimbursements
from  investing  in Class A shares where Class Y shares are not  available  from
Underlying Funds.

Portfolio Manager.  The Fund's portfolio is managed by George R. Evans.  Mr.
Evans is Vice President of the Fund and has been the person primarily
responsible for the day-to-day management of the Fund's portfolio since
inception.  Mr. Evans has been Vice President since October 1993 and Director
of International Equities since July 2004 of the Manager.  He was formerly
Vice President of HarbourView Asset Management Corporation from July 1994
through November 2001 and is an officer of 5 portfolios in the
OppenheimerFunds complex.

      The Statement of Additional Information provides additional information
about the portfolio management compensation, other accounts he manages and
his ownership of Fund shares.

      Information on the portfolio managers of the Underlying Funds is
available in the Portfolio Manager section of the respective Prospectus of
each Underlying Fund.

Pending Litigation.  A consolidated amended complaint has been filed as
putative derivative and class actions against the Manager, Distributor and
Transfer Agent, as well as 51 of the Oppenheimer funds (collectively the
"funds") not including the Fund, 30 present and former Directors or Trustees
and 8 present and former officers of certain of the funds.  This complaint,
initially filed in the U.S. District Court for the Southern District of New
York on January 10, 2005, and amended on March 4, 2005, consolidates into a
single action and amends six individual previously-filed putative derivative
and class action complaints.  Like those prior complaints, the complaint
alleges that the Manager charged excessive fees for distribution and other
costs, improperly used assets of the funds in the form of directed brokerage
commissions and 12b-1 fees to pay brokers to promote sales of the funds, and
failed to properly disclose the use of fund assets to make those payments in
violation of the Investment Company Act and the Investment Advisers Act of
1940.  Also, like those prior complaints, the complaint further alleges that
by permitting and/or participating in those actions, the Directors/Trustees
and the Officers breached their fiduciary duties to Fund shareholders under
the Investment Company Act and at common law.  The complaint seeks
unspecified compensatory and punitive damages, rescission of the funds'
investment advisory agreements, an accounting of all fees paid, and an award
of attorney's fees and litigation expenses.

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

ABOUT YOUR ACCOUNT

How to Buy Shares

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

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

Buying Shares Through the Distributor.  Complete an OppenheimerFunds new
account application and return it with a check payable to "OppenheimerFunds
Distributor, Inc." Mail it to P.O. Box 5270, Denver, Colorado 80217.  If you
do not list a dealer on the application, the Distributor will act as your
agent in buying the shares.  Class B, Class C or Class N shares may not be
purchased by an investor directly from the Distributor without the investor
designating another registered broker-dealer.  However, the Fund's Management
recommends that you discuss your investment with a financial adviser before
you make a purchase to be sure that the Fund is appropriate for you.

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

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

o     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 your account 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 subsequent investments (after making the initial
      investment of $500) for as little as $50.  For any type of account
      established under one of these plans prior to November 1, 2002, the
      minimum additional investment will remain $25.
o     The minimum investment requirement does not apply to reinvesting
      dividends from the Fund or other Oppenheimer funds (a list of them
      appears in the Statement of Additional Information, or you can ask your
      dealer or call the Transfer Agent), or reinvesting distributions from
      unit investment trusts that have made arrangements with the Distributor.

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

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

      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 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 exchange 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/Directors believes accurately reflects the 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 Underlying Fund 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 valuations are determined.  In determining whether current market prices
are readily available and reliable, the Manager monitors the information it
receives in the ordinary course of its investment management responsibilities
for significant events that it believes in good faith will affect the market
prices of the securities of issuers held by the 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 securities markets (for example, a foreign securities market closes
early because of a natural disaster).

      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 in the exercise of its judgment will
cause a material change in the value of that security from the closing price
of the security on the principal market on which it is traded, the Manager
will use its best judgment to determine a fair value for that security.

      The 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 or your financial intermediary must
receive your order by the time the NYSE closes that day.  If your order is
received on a day when the NYSE is closed or after it has closed, the order
will receive the 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 and transmit it to the
Distributor so that it is received before the Distributor's close of business
on a regular business day (normally 5:00 p.m.) to receive that day's offering
price, unless your dealer has made alternative arrangements with the
Distributor. Otherwise, the order will receive the next offering price that
is determined.

------------------------------------------------------------------------------
WHAT CLASSES OF SHARES DOES THE FUND OFFER? The Funds offer investors five
different classes of shares.  The different classes of shares represent
investments in the same Fund 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.
------------------------------------------------------------------------------

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.

Class Y Shares.  Class Y shares are offered only to certain institutional
investors that have a special agreement with the Distributor.

WHICH CLASS OF SHARES SHOULD YOU CHOOSE? Once you decide that the Fund is an
appropriate investment for you, the decision as to which class of shares is
best suited to your needs depends on a number of factors that you should
discuss with your financial 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. The Fund's operating costs that apply to a class of
shares and the effect of the different types of sales charges on your
investment will vary your investment results over time.

      The discussion below is not intended to be investment advice or a
recommendation, because each investor's financial considerations are
different.  The discussion below assumes that you will purchase only one
class of shares and not a combination of shares of different classes.  Of
course, these examples are based on approximations of the effects of current
sales charges and expenses projected over time, and do not detail all of the
considerations in selecting a class of shares.  You should analyze your
options carefully with your financial 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 the Fund is meant to be a
      long-term investment, if you have a relatively short-term investment
      horizon (that is, you plan to hold your shares for not more than six
      years), you should 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.  For that reason, the Distributor normally will not accept
      purchase orders of $100,000 or more 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, the
Fund receives the net asset value to invest for your account.

      The sales charge varies depending on the amount of your purchase.  A
portion of the sales charge may be retained by the Distributor or allocated
to your dealer as 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:

 ------------------------------------------------------------------------------
                                           Front-End Sales
                          Front-End Sales  Charge As a
                          Charge As a      Percentage     of Concession As
                          Percentage of    Net               Percentage of
 Amount of Purchase       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 C to the Statement
of Additional Information details the conditions for the waiver of sales
charges that apply in certain cases, and the special sales charge rates that
apply to purchases of shares of the Fund by certain groups, or 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 Fund at reduced sales charge rates set forth in the
table above under the Fund's "Right of Accumulation" or a "Letter of Intent."
The Fund reserves the right to modify or to cease offering these programs at
any time.

o     Right of Accumulation.  To qualify for the reduced Class A sales charge
      that would apply to a larger purchase than you are currently making (as
      shown in the table above), you can add the value of any Class A, Class
      B or Class C shares of the Fund or other Oppenheimer funds that you or
      your spouse currently own, or are currently purchasing, to the value of
      your Class A share purchase.  Your Class A shares of Oppenheimer Money
      Market Fund, Inc. or Oppenheimer Cash Reserves on which you have not
      paid a sales charge will not be counted for this purpose.  In totaling
      your holdings, you may count shares held in your individual accounts
      (including IRAs and 403(b) plans), your joint accounts with your
      spouse, or accounts you or your spouse hold as trustees or custodians
      on behalf of your children who are minors.  A fiduciary can count all
      shares purchased for a trust, estate or other fiduciary account
      (including employee benefit plans for the same employer) that has
      multiple accounts.  To qualify for this Right of Accumulation, if you
      are buying shares directly from the Fund you must inform the Fund's
      Distributor of your eligibility and holdings at the time of your
      purchase.  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
      (depending  on the  way  you  are  buying  your  shares)  a copy of each
      account  statement  showing your  current  holdings of the Fund or other
      eligible  Oppenheimer funds,  including  statements for accounts held by
      you and your  spouse  or in  retirement  plans  or  trust  or  custodial
      accounts  for minor  children as described  above.  The  Distributor  or
      intermediary  through which you are buying shares will combine the value
      of all your  eligible  Oppenheimer  fund  accounts  based on the current
      offering  price  per  share  to  determine  what  Class A  sales  charge
      breakpoints 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 Fund or
      other Oppenheimer funds over a 13-month period.  The total amount of
      your intended purchases of Class A, Class B and Class C shares will
      determine the reduced sales charge rate that will apply to your Class A
      share purchases of the Fund during that period.  You can choose to
      include purchases made up to 90 days before the date that you submit a
      Letter.  Your Class A shares of Oppenheimer Money Market Fund or
      Oppenheimer Cash Reserves on which you have not paid a sales charge
      will not be counted for this purpose.  Submitting a Letter of Intent
      does not obligate you to purchase the specified amount of shares.  You
      may also be able to apply the Right of Accumulation to these purchases.

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

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

o     Dividend Reinvestment.  Dividends and/or capital gains distributions
      received by a shareholder from the Fund may be reinvested in shares of
      such Fund or any of the other Oppenheimer funds without sales charge,
      at the net asset value per share in effect on the payable date.  You
      must notify the Transfer Agent in writing to elect this option and must
      have an existing account in the fund selected for reinvestment.
o     Exchanges of Shares.  Shares of the Fund may be exchanged for shares of
      certain other Oppenheimer funds at net asset value per share at the
      time of exchange, without sales charge, and shares of the Fund can be
      purchased by exchange of shares of certain other Oppenheimer funds on
      the same basis.  Please refer to "How to Exchange Shares" in this
      Prospectus and in the Statement of Additional Information for more
      details, including a discussion of circumstances in which sales charges
      may apply on exchanges.
o     Reinvestment Privilege.  Within six months of a redemption of certain
      Class A and Class B shares, the proceeds may be reinvested in Class A
      shares of the Fund without sales charge.  This privilege applies to
      redemptions of Class A shares that were subject to an initial sales
      charge or Class A or Class B shares that were subject to a contingent
      deferred sales charge when redeemed.  The investor must ask the
      Transfer Agent 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 Fund and the Distributor
      offer additional arrangements to reduce or eliminate front-end sales
      charges or to waive contingent deferred sales charges for certain types
      of transactions and for certain classes of investors (primarily
      retirement plans that purchase shares in special programs through the
      Distributor).  These are described in greater detail in Appendix C to
      the Statement of Additional Information, which may be ordered by
      calling 1.800.225.5677 or through the OppenheimerFunds website, at
      www.oppenheimerfunds.com  (follow the hyperlinks: "Access Accounts and
      Services" - "Forms & Literature" - "Order Literature" - "Statements of
      Additional Information").  A description of these waivers and special
      sales charge arrangements is also available for viewing on the
      OppenheimerFunds website (follow the hyperlinks: "Research Funds" -
      "Fund Documents" - "View a description...").  To receive a waiver or
      special sales charge rate under these programs, the purchaser must
      notify the Distributor (or other financial intermediary through which
      shares are being purchased) at the time of purchase, or notify the
      Transfer Agent at the time of redeeming shares for those waivers that
      apply to contingent deferred sales charges.
o     Purchases by Certain Retirement Plans.  There is no initial sales
      charge on purchases of Class A shares of the Fund by (1) retirement
      plans that have $10 million or more in plan assets and that have
      entered into a special agreement with the Distributor and by (2)
      retirement plans that are part of a retirement plan product or platform
      offered by banks, broker-dealers, financial advisers, insurance
      companies or record-keepers that have entered into a special agreement
      with the Distributor for this purpose.  The Distributor currently pays
      dealers of record concessions in an amount equal to 0.25% of the
      purchase price of Class A shares by those retirement plans from its own
      resources at the time of sale, subject to certain exceptions described
      in "Retirement Plans" in the Statement of Additional Information.  No
      contingent deferred sales charge is charged upon the redemption of such
      shares.
Class A Contingent Deferred Sales Charge.  There is no initial sales charge
on purchases of Class A shares of any one or more of the Oppenheimer funds
aggregating $1 million or more, or on purchases of Class A shares by certain
retirement plans that satisfied certain requirements prior to March 1, 2001
("grandfathered retirement accounts").  However, those Class A shares may be
subject to a Class A contingent deferred sales charge, as described below.
Retirement plans holding shares of Oppenheimer funds in an omnibus account(s)
for the benefit of plan participants in the name of a fiduciary or financial
intermediary (other than OppenheimerFunds-sponsored Single DB Plus plans) are
not permitted to make initial purchases of Class A shares subject to a
contingent deferred sales charge.

      The Distributor pays dealers of record concessions in an amount equal
to 1.0% of purchases of $1 million or more other than purchases by
grandfathered retirement accounts.  For grandfathered retirement accounts,
the concession is 0.75% of the first $2.5 million of purchases plus 0.25% of
purchases in excess of $2.5 million.  In either case, the concession will not
be paid on purchases of shares by exchange or that were previously subject to
a front-end sales charge and dealer concession.

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

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

o     the original net asset value of the redeemed shares.


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

HOW CAN YOU BUY CLASS B SHARES? Class B shares are sold at net asset value
per share without an initial sales charge.  However, if Class B shares are
redeemed within 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 Fund in connection with the sale of Class B shares.

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

-------------------------------------------------------------------------------
   Years Since Beginning of Month in     Contingent Deferred Sales Charge on
   Which Purchase Order was Accepted           Redemptions in That Year
                                          (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 1.0%
will be deducted from the redemption proceeds.  The Class C contingent
deferred sales charge is paid to compensate the Distributor for its expenses
of providing distribution-related services to the Fund in connection with the
sale of Class C shares.

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 1.0% 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 Portfolio'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 its customers'
accounts may impose charges on those accounts.  The procedures for buying,
selling, exchanging and transferring the 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.  The Fund has adopted a Service Plan for
Class A shares.  It reimburses the Distributor for a portion of its costs
incurred for services provided to accounts that hold Class A shares.
Reimbursement is made quarterly at an annual rate of up to 0.25% of the
average annual net assets of Class A shares of the Fund.  The Distributor
currently uses all of those fees to pay dealers, brokers, banks and other
financial institutions quarterly for providing personal service and
maintenance of accounts of their customers that hold Class A shares.  With
respect to Class A shares subject to a Class A contingent deferred sales
charge purchased by grandfathered retirement accounts, the Distributor pays
the 0.25% service fee to dealers in advance for the first year after the
shares are sold by the dealer.  The Distributor retains the first year's
service fee paid by the Fund.  After the shares have been held by
grandfathered retirement accounts for a year, the Distributor pays the
service fee to dealers on a quarterly basis.

Distribution  and  Service  Plans for Class B, Class C and N Shares.  The Fund
has 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 servicing  accounts.  Under the plans,
the Fund pays the Distributor an annual  asset-based  sales charge of 0.75% on
Class B and Class C shares 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 1.0% 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
the 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 on a quarterly basis.

      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 1.0% 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 1.0% 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.

      Under certain circumstances, the Distributor will pay the full Class B,
Class C or Class N asset-based sales charge and the service fee to the dealer
beginning in the first year after 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 a purchase, if there is a special agreement between the
dealer and the Distributor.  In those circumstances, the contingent deferred
sales charge will not be paid to the dealer.

      For Class C shares purchased through the OppenheimerFunds Recordkeeper
Pro 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 Fund on those
shares to reimburse FASCorp for providing personal services to the Class C
accounts holding those shares.

      In addition, the Manager and the Distributor may make substantial
payments to dealers or other financial intermediaries and service providers
for distribution and/or shareholder servicing activities, out of their own
resources, including the profits from the advisory fees the Manager receives
from the Underlying Funds.  Some of these distribution-related payments may
be made to dealers or financial intermediaries for marketing, promotional or
related expenses; these payments are often referred to as "revenue sharing."
In some circumstances, those types of payments may create an incentive for a
dealer or financial intermediary or its representatives to recommend or offer
shares of the Fund or other Oppenheimer funds to its customers.  You should
ask your dealer or financial intermediary for more details about any such
payments it receives.

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 of bank account information must be made by
signature-guaranteed instructions to the Transfer Agent signed by all
shareholders who own the account.

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

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

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

Selling Shares.  You can redeem shares by telephone automatically by calling
the PhoneLink number and the proceeds will be sent 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 Fund has several plans that
enable you to sell shares automatically or exchange them to another
OppenheimerFunds account on a regular basis.  Please call the Transfer Agent
or consult the Statement of Additional Information for details.

RETIREMENT PLANS.  You may buy shares of the Fund 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 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
include a signature  guarantee  (although  there may be other  situations that
also require a signature guarantee):
   o  You wish to redeem more than $100,000 and receive a check.
   o  The redemption check is not payable to all shareholders listed on the
      account statement.
   o  The redemption check is not sent to the address of record on your
      account statement.
   o  Shares are being transferred to an 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 Fund normally sends your
money by check, you can arrange to have the proceeds of shares you sell sent
by Federal Funds wire to a bank account you designate.  It must be a
commercial bank that is a member of the Federal Reserve wire system.  The
minimum redemption you can have sent by wire is $2,500.  There is a $10 fee
for each request.  To find out how to set up this feature on your account or
to arrange a wire, call the Transfer Agent at 1.800.225.5677.

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

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

HOW DO YOU SELL SHARES BY TELEPHONE? You and your dealer representative of
record may also sell your shares by telephone.  To receive the redemption
price calculated on a particular regular business day, your call must be
received by the Transfer Agent by the close of the NYSE that day, which is
normally 4:00 p.m., but may be earlier on some days.  You may not redeem
shares 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 Fund to sell securities to
pay the redemption proceeds.  No dividends are accrued or paid on the
proceeds of shares that have been redeemed and are awaiting transmittal by
wire.

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

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

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

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

      To determine whether a contingent deferred sales charge applies to a
redemption, the Fund redeems shares in the following order:

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

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

How to Exchange Shares

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

   o  Shares of the fund  selected for exchange  must be available for sale in
      your state of residence.
   o  The prospectus of 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 the Fund,  you must obtain its  prospectus  and
      should read it carefully.

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

      You can find a list of 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 the Fund for shares of another Oppenheimer fund.  However,
if you exchange your shares during the applicable CDSC holding period, the
holding period will carry over to the fund shares that you acquire.
Similarly, if you acquire shares of the Fund in exchange for shares of
another Oppenheimer fund that are subject to a CDSC holding period, that
holding period will carry over to the acquired shares of the Fund.  In either
of these situations, a CDSC may be imposed if the acquired shares are
redeemed before the end of the CDSC holding period that applied to the
exchanged shares.

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

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

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

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

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

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

ARE THERE LIMITATIONS ON FREQUENT PURCHASES, REDEMPTIONS AND EXCHANGES?

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

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

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

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

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

o     Redemptions of Shares.  These exchange policy limits do not apply to
      redemptions of shares.  Shareholders are permitted to redeem their
      shares on any regular business day, subject to the terms of this
      Prospectus.  The Fund assesses a 2% fee on the proceeds of Fund shares
      that are redeemed or exchanged within 30 days after their purchase in
      certain circumstances.  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 Fund may amend, suspend or terminate the exchange privilege
      at any time.  You will receive 60 days' notice of any material change
      in the exchange privilege unless applicable law allows otherwise.

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

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

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

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

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

o     30-Day Limit.  A direct shareholder may exchange some or all of the
      shares of the Fund held in his or her account to another eligible
      Oppenheimer fund once in a 30 calendar-day period.  When shares are
      exchanged into 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 the Fund's books showing the
      name, address and tax ID number of the beneficial owner.

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

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

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

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


Shareholder Account Rules and Policies

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

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

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

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

The Transfer Agent will record any telephone calls to verify data concerning
transactions and has adopted other procedures to confirm that telephone
instructions are genuine, by requiring callers to provide tax identification
numbers and other account data or by using PINs, and by confirming such
transactions in writing.  The Transfer Agent and the 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 Fund if the dealer performs any transaction erroneously or improperly.

The redemption price for shares will vary from day to day because the value
of the securities in the Fund's holdings fluctuates.  The redemption price,
which is the net asset value per share, will normally differ for each class
of shares.  The redemption value of your shares may be more or less than
their original cost.

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

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

Involuntary redemptions of small accounts may be made by the Fund if the
account value has fallen below $500 for reasons other than the fact that the
market value of shares has dropped.  In some cases, involuntary redemptions
may be made to repay the Distributor for losses from the cancellation of
share purchase orders.

Shares may be "redeemed in kind" under unusual circumstances (such as a lack
of liquidity in the Fund's holdings to meet redemptions).  This means that
the redemption proceeds will be paid with liquid securities from the Fund's
Fund.  If the Fund redeems your shares in kind, you may bear transaction
costs and will bear market risks until such time as such securities are
converted into cash.

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

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

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

Dividends, Capital Gains and Taxes

DIVIDENDS.  The Fund intends to declare dividends separately for each class
of shares from net investment income on an annual basis and to pay them to
shareholders in December on a date selected by the Fund's Board of Trustees.
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 Fund has
no fixed dividend rates and cannot guarantee that they will pay any dividends
or distributions.

CAPITAL  GAINS.  The Fund may realize  capital  gains on the sale of portfolio
securities.  If it does, it may make  distributions  out of any net short-term
or  long-term  capital  gains  in  December  of each  year.  The Fund may make
supplemental  distributions  of dividends and capital gains  following the end
of its  fiscal  year.  There  can be no  assurance  that the 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 the Fund.  You can elect to reinvest all
      dividends and capital gains distributions in additional shares of the
      Fund.

Reinvest Dividends or Capital Gains.  You can elect to reinvest some
      distributions (dividends, short-term capital gains or long-term capital
      gains distributions) in the Fund while receiving the other types of
      distributions by check or having them sent to your bank account through
      AccountLink.

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

Reinvest Your Distributions in Another OppenheimerFunds Account.  You can
      reinvest all distributions in the same class of shares of another
      OppenheimerFunds account you have established.

TAXES.  If your shares are not held in a tax-deferred retirement account, you
should be aware of the following tax implications of investing in the 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 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.  Whether you reinvest your
distributions in additional shares or take them in cash, the tax treatment is
the same.

      Dividend and distributions to Fund shareholders may be from amounts the
Fund receives as dividends or distributions from the Underlying Funds or from
gains on the sale of shares in the Underlying Funds.  Changes in the 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 would be taxed as ordinary income when
distributed to shareholders.  Generally, the character of the income or
capital gains that the 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 Fund 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 Fund sends you after the end of the calendar year.

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

Avoid  "Buying  a  Distribution."  If you buy  shares  on or just  before  the
      ex-dividend  date,  or just  before the 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 Fund's share
      prices fluctuate, you may have a capital gain or loss when you sell or
      exchange your shares.  A capital gain or loss is the difference between
      the price you paid for the shares and the price you received when you
      sold them.  Any capital gain is subject to capital gains tax.

Returns of Capital Can Occur.  In certain cases, distributions made by the
      Funds 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 the Fund on your particular tax
situation.

Financial Highlights
--------------------

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






More Information About The Underlying Funds

Oppenheimer Developing Markets Fund - The Fund aggressively seeks long-term
capital appreciation by investing mainly in common stocks of issuers in
emerging and developing markets throughout the world.

The Fund invests mainly in common stocks of issuers in emerging and
developing markets throughout the world.

o     Under normal market conditions, the Fund will invest at least 80% of
      its net assets plus borrowings for investment purposes, in equity
      securities of issuers whose principal activities are in at least three
      developing markets.
o     The Fund can (but is not required to) invest up to 100% of its total
      assets in foreign securities.
o     The Fund will emphasize investments in common stocks and other equity
      securities.

The Fund will emphasize investments in growth companies, which can be in any
market capitalization range.

Oppenheimer Global Opportunities Fund - The Fund seeks capital appreciation
consistent with the preservation of principal, while providing current income
by investing mainly in equity securities of U.S. and foreign issuers.

The Fund invests mainly in equity securities of issuers in the U.S. and
foreign countries.  Some of those equity securities are expected to pay
dividends which produce income for the Fund.  Currently the Fund emphasizes
its investments in stocks, but may invest in debt securities when the Fund's
investment Manager, OppenheimerFunds, Inc., deems appropriate.  The Fund is
not required to invest any set percentage of its assets for growth or income.
 The Fund can invest in any country, including developed or emerging markets,
but currently emphasizes investments in developed markets.  As a fundamental
policy, the Fund will normally invest in at least four countries (including
the United States).

The Fund can invest in securities of corporate issuers in all capitalization
ranges.  The Fund currently invests a substantial portion of its assets in
small- and mid-sized companies whose prices may be more volatile than stocks
issued by larger companies.

Oppenheimer International Bond Fund - The Fund seeks total return as its
primary goal.  As a secondary goal, it seeks income when consistent with
total return by investing primarily in foreign government and corporate
bonds, in both developed and emerging markets.

The 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, the 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.  The Fund's non-fundamental policy of
investing at least 80% of its net assets in "bonds" will not be changed by
the Fund's Board of Trustees without first providing shareholders 60 days
written notice of the change.  The 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 below
investment grade.  The Fund can invest without limit in securities below
investment grade (commonly called "junk bonds") to seek total return and
higher income.  Therefore, the Fund's credit risks are greater than those of
funds that buy only investment-grade bonds.  The Fund invests in debt
securities of issuers in both developed and emerging markets throughout the
world.

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

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

The Fund does not limit its investments to issuers within a specific market
capitalization range. At times, the Fund may invest a substantial portion of
its assets in a particular capitalization range.  For example, the 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.

The 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 Asia, Europe or
Latin America.  It can invest 100% of its assets in foreign securities.
Under normal market conditions,

o     as a fundamental policy, the Fund will invest at least 65% of its total
         assets in foreign common and preferred stock of issuers in at least
         three different countries outside the United States;
o     the Fund will emphasize investments in common stocks of issuers that
         the Manager considers to be "growth" companies.

The Fund can buy securities convertible into common stock and other
securities having equity features.  The Fund also can use hedging instruments
and certain derivative investments to seek capital appreciation or to try to
manage investment risks.

Oppenheimer International Small Company Fund - The Fund seeks long-term
capital appreciation to make your investment grow by investing mainly in
common stocks of "small-cap" companies outside the United States.

The Fund invests mainly in common stock of companies that are domiciled
outside the United States or have their primary operations outside the U.S.
and have market capitalizations of $2.5 billion or less.  These are described
as "small-cap companies." That capitalization parameter is subject to change
as the relative market capitalizations of small-cap issuers change over time.
The Fund measures that capitalization at the time the Fund buys a security,
and it is not required to sell the security if the issuer's capitalization
changes.  The Fund focuses on stocks of companies that the portfolio managers
believe have favorable growth prospects.  Under normal circumstances:

o     The Fund will invest at least 80% of its net assets plus borrowings for
      investment purposes, in equity securities of small-cap companies.

The Fund will invest at least 65% of its total assets in foreign securities.
The Fund is not required to invest a set portion of its assets in a
particular geographic region or regions or a particular industry or sector.

Oppenheimer International Value Fund - The Fund seeks long-term capital
appreciation by investing in common stocks of foreign companies that the
portfolio manager believes to be undervalued.

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

The Fund does not limit its  investments to issuers  within a specific  market
capitalization  range. At times, the 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 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 of
issuers in at least five different countries outside the United States.

Oppenheimer Quest International Value Fund - The Fund seeks long-term capital
appreciation as its goal.  It uses an international investment strategy
primarily involving common stocks and other equity securities.

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

The Fund does not limit its investments to issuers within a specific market
capitalization range. At times, the 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 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 of
issuers in at least five different countries outside the United States.








INFORMATION AND SERVICES

For More Information on Oppenheimer International Diversified Fund
The following additional information about the Fund is available without
charge upon request:

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

ANNUAL AND SEMI-ANNUAL REPORTS.  Additional information about Fund
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
Fund performance during its last fiscal year.

How to Get More Information

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

------------------------------------------------------------------------------
By Telephone:                 Call OppenheimerFunds Services toll-free:
                              1.800.CALL OPP (225.5677)
------------------------------------------------------------------------------
------------------------------------------------------------------------------
By Mail:                      Write to:
                              OppenheimerFunds Services
                              P.O. Box 5270
                              Denver, Colorado 80217-5270
------------------------------------------------------------------------------
------------------------------------------------------------------------------
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 including the Statement of Additional Information
can be reviewed and copied at the SEC's Public Reference Room in Washington,
D.C. Information on the operation of the Public Reference Room may be
obtained by calling the SEC at 1.202.942.8090.  Reports and other information
about the Funds are available on the EDGAR database on the SEC's Internet
website at www.sec.gov. Copies may be obtained after payment of a duplicating
           -----------
fee by electronic request at the SEC's e-mail address: publicinfo@sec.gov or
by writing to the SEC's Public Reference Section, Washington, D.C. 20549-0102.

No one has been authorized to provide any information about the 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 No.: 811-21775
PR195.001.0905
Printed on recycled paper

Oppenheimer International Diversified Fund

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


Statement of Additional Information dated September 15, 2005

This Statement of Additional Information is not a Prospectus. This document
contains additional information about the Fund and supplements information in
the Prospectus dated September 15, 2005. It should be read together with the
Prospectus. You can obtain the Prospectus by writing to the Fund's Transfer
Agent, OppenheimerFunds Services, at P.O. Box 5270, Denver, Colorado 80217,
or by calling the Transfer Agent at the toll-free number shown above, or by
downloading it from the OppenheimerFunds Internet web site at
www.oppenheimerfunds.com.


Contents
                                                                  Page
About the Fund
Additional Information About the Fund's Investment Policies and Risks..
    The Fund's Investment Policies.....................................
    Other Investment Techniques and Strategies.........................
    Investment Restrictions............................................
    Disclosure of Portfolio Holdings...................................
How the Fund is Managed ...............................................
    Organization and History...........................................
    Board of Trustees and Oversight Committees.........................
    Trustees and Officers of the Fund..................................
    The Manager........................................................
Brokerage Policies of the Fund.........................................
Distribution and Service Plans.........................................
Performance of the Fund................................................
About Your Account
How To Buy Shares......................................................
How To Sell Shares.....................................................
How To Exchange Shares.................................................
Dividends, Capital Gains and Taxes.....................................
Additional Information About the Fund..................................
Financial Information About the Fund
Report  of  Independent   Registered  Public  Accounting  Firm  and  Financial
Statements.............................................................
Appendix A: Ratings Definitions.....................................A-1
Appendix B: Industry Classifications................................B-1
Appendix C: Special Sales Charge Arrangements and Waivers...........C-1










ABOUT THE FUND

Additional Information About the Fund's Investment Policies and Risks

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

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

      The Underlying Funds' Investment Policies. The Fund can invest in
various Oppenheimer funds. The Fund normally invests in a portfolio
consisting of an allocation in Class A or Class Y shares of other Oppenheimer
funds, referred to as "Underlying Funds." The Prospectus contains a brief
description of Oppenheimer Developing Markets Fund ("Developing Markets
Fund"), Oppenheimer Global Opportunities Fund ("Global Opportunities Fund"),
Oppenheimer International Bond Fund ("International Bond Fund"), Oppenheimer
International Growth Fund ("International Growth Fund"), Oppenheimer
International Small Company Fund ("International Small Company Fund"),and
Oppenheimer International Value Fund ("International Value Fund"), and
Oppenheimer Quest International Value Fund, Inc. ("Quest International Value
Fund"), including each Underlying Fund's investment objective. 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.

      For more complete information about each Underlying Fund's investment
policies and strategies, please refer to each Underlying Fund's Prospectus.
You may obtain a copy of each Underlying Fund's Prospectus by calling
1.800.225.5677.

      |X|   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 Prospectus and Statement of Additional
Information for the Underlying Fund.

      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 Fund's 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     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.

      |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 IRCss.954.

      Investing in PFICs involves the risks associated with investing in
foreign securities, as described above. There are also the risks that the
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 Fund's
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 Fund 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|   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 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 "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|   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. Quest International Value Fund and International
Value Fund use a value investing style. In selecting equity investments for
these portfolios, the portfolio managers currently 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. This approach is subject to change
and may not necessarily be used in all cases. 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|   Investments in Equity Securities. Some of the Underlying Funds
focus their investments in equity securities of both U.S. companies and
foreign countries. 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.

      At times, one or more of the Underlying Funds may increase their
emphasis on equity investments in securities of one or more capitalization
ranges, based upon the Manager's judgment of where the best market
opportunities are to seek their objectives.

      Securities of small capitalization issuers may be subject to greater
price volatility in general than securities of large-cap issuers and mid-cap
issuers. Therefore, to the degree that an Underlying Fund has investments in
smaller capitalization companies at times of market volatility, its share
prices may fluctuate more. 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 Statement of Information for the
Underlying Fund.

      |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|   Portfolio Turnover. "Portfolio turnover" describes the rate at
which the Fund and the Underlying Funds traded their portfolio securities
during their last fiscal year. For example, if the Fund or Underlying Fund
sold all of its securities during the year, its portfolio turnover rate would
have been 100%. The Fund's and Underlying Funds' portfolio turnover rates
will fluctuate from year to year, and they may have a portfolio turnover rate
of more than 100% annually. International Bond Fund may have a portfolio
turnover rate of more than 250% annually.

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

      |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 the 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|   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 the Underlying Fund.


|X|   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.

|X|   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.

|X|   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.

|X|   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.

      Among the countries that the Manager has identified as developing or
emerging markets in which an Underlying Fund will consider investing are the
following countries. An Underlying Fund might not invest in all of these
countries and the list may change.

 Algeria          Czech Republic Ivory Coast   Nigeria           Sri Lanka
 Argentina        Ecuador        Jamaica       Pakistan          Swaziland
 Bangladesh       Egypt          Jordan        Paraguay          Taiwan
 Bolivia          Estonia        Kenya         Peru              Tanzania
 Botswana         Ghana          Latvia        Philippines       Thailand
 Brazil           Greece         Lebanon       Poland            Tunisia
 Bulgaria         Guyana         Lithuania     Portugal          Turkey
 Chile            Hong Kong      Malaysia      Russia            Ukraine
 China            Hungary        Mauritius     Singapore         Uruguay
 Colombia         India          Mexico        Slovakia Republic Venezuela
 Costa Rica       Indonesia      Morocco       Slovenia          Vietnam
 Croatia          Iran           Myanmar       South Africa      Zambia
 Cyprus           Israel         Namibia       South Korea       Zimbabwe

Other Investment Techniques and Strategies. In seeking their investment
objectives, certain Underlying Funds may from time to time use the types of
investment strategies and investments described below. They are not required
to use all of these strategies at all times, and at times may not use them.

|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 the 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 Funds'
investments in small, unseasoned companies, refer to the Statement of
Additional Information for the Underlying Fund.

|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 Funds' 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, the 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 Funds'
investments in securities of other investment companies, refer to the
Statement of Additional Information for the Underlying Fund. The Underlying
Funds do not anticipate investing a substantial amount of their net assets in
shares of other investment companies.

|X|   Foreign 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
can buy securities issued by certain "supra-national" entities, which include
entities designated or supported by 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.

      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|   Debt Securities. Some of the Underlying Funds can invest in a variety
of debt securities to seek their objectives, for defensive purposes or for
liquidity. Foreign debt securities are subject to the risks of foreign
securities described below. For example, when the stock market is volatile,
or when the portfolio manager believes that growth opportunities in stocks
are not attractive, certain debt securities might not only offer defensive
opportunities but also some opportunities for capital appreciation. In
general, debt securities are also subject to two additional types of risk:
credit risk and interest rate risk. For specific limitations on the
Underlying Funds' investments in debt securities, refer to the Statement of
Additional Information for the Underlying Fund.

|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 rated at
least "Baa" by Moody's Investors Service, Inc. ("Moody's"), or at least "BBB"
by Standard & Poor's Rating Service ("S&P") and Fitch, Inc. ("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|   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.

|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 the
Underlying Fund to recognize income and make distributions to shareholders
before it receives any cash payments on the zero-coupon investment. To
generate cash to satisfy those distribution requirements, the 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|   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 these Underlying
Funds' investments in lower-grade debt securities, refer to the Statement of
Additional Information for the 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 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
it 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.

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

|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 these 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. These 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|   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 the 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
Fund 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, the 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|   Illiquid and Restricted Securities. Under the policies and procedures
established by the Underlying Funds' 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 Funds 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, 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|   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 Fund 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 Fund is obligated to repurchase
securities.

|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 the
Underlying Funds' Board of Trustees or Directors. For specific limitations on
the Underlying Funds' loans of portfolio securities, refer to the Statement
of Additional Information for the Underlying Fund. In addition, these loans
are subject to the other conditions described in the Statement of Additional
Information of the 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 Fund if the demand
meets the terms of the letter. The terms of the letter of credit and the
issuing bank both must be satisfactory to the 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 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 these 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 these
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 these funds if the demand meets the terms of the letter. Such
terms of the letter of credit and the issuing bank must be satisfactory to JP
Morgan Chase and the fund. These funds 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. These 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 fund on 30 days' written notice. The terms of these
funds' loans must also meet applicable tests under the Internal Revenue Code
and permit a fund to reacquire loaned securities on five business days'
notice or in time to vote on any important matter. These funds will lend
their portfolio securities in conformity with each fund's Securities Lending
Guidelines, as adopted by the Fund's Board.


|X|   Borrowing for Leverage. The Fund 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 Fund's or the Underlying Fund's assets fail to meet the
300% asset coverage requirement, the Fund or the Underlying Fund will reduce
its bank debt within three days to meet the requirement. To do so, the Fund
or the Underlying Fund might have to sell a portion of its investments at a
disadvantageous time.


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

|X|   Derivatives. 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 on the Underlying Funds' investments in
derivatives, refer to the Statement of Additional Information for the
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|   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-backed securities, described below, 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|   Hedging. Many Underlying Funds can use hedging instruments although
they may not be obligated to use them in seeking their objectives. To attempt
to protect against declines in the market value of the Underlying Funds'
portfolios, to permit these funds to retain unrealized gains in the value of
portfolio securities which have appreciated, or to facilitate selling
securities for investment reasons, these 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 these 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, these funds would normally seek to purchase the
securities and then terminate that hedging position. These funds 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 these funds could:
o     buy futures, or
o     buy calls on futures or on securities.


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

|X|   Futures. 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 future contract for an Underlying Fund, refer to the
Statement of Additional Information for the 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. These 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 Fund. Any loss or gain on the
future is then realized by the Underlying Fund 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|   Put and Call 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.

|X|   Writing Covered Call Options. Some Underlying Funds can write (that is,
sell) covered calls. If these funds sell a call option, it must be covered.
That means these funds 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 the 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 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, as are the premiums on lapsed
calls. 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 Funds 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.

|X|   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 the 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.

|X|   Purchasing Calls and Puts. Some of the Underlying Funds 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 Funds' investments
in calls and puts, refer to the Statement of Additional Information for the
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.

      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 Fund may buy only those
puts that relate to stocks including stocks underlying the convertible
securities that this 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
this 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.

      When an Underlying Fund purchases a call or put on an index or future,
it pays a premium, but settlement is in cash rather than by delivery of the
underlying investment to the 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.

|X|   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. The 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 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 Funds 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|   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|   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 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 to 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 Funds'
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
Funds to sustain losses on these contracts and to pay additional transactions
costs. The use of forward contracts in this manner might reduce the
Underlying Funds' performance if there are unanticipated changes in currency
prices to a greater degree than if the Underlying Funds 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 Funds 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 Funds 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, these funds 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. These funds can enter into
swaps only on securities that they own. An 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 the
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 these funds 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, these funds' loss
will consist of the net amount of contractual interest payments that these
funds have not yet received. These funds' manager will monitor the
creditworthiness of counterparties to these 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 these 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 the 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 Fund may engage
in swap transactions that have more than one period and therefore more than
one exchange of assets.

      The Underlying Fund may invest in total return swaps to gain exposure
to the overall commodity markets. In a total return commodity swap the
Underlying Fund 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 Fund
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 Fund 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 Fund 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 Fund's statement of financial condition.


|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 Hedging 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 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 Fund's investment advisor (as they may
be amended from time to time), and as otherwise set forth in the Underlying
Fund's prospectus or this statement of additional information.

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

      Under SEC staff interpretations regarding applicable provisions of the
Investment Company Act, when the 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 Hedging Instruments. Certain foreign currency
exchange contracts in which the Underlying Funds may invest are treated as
"Section 1256 contracts" under 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 accrues expenses or other liabilities
            denominated in a foreign currency and the time the Underlying
            Funds actually collect such receivables or pays 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.

|X|   Temporary Defensive and Interim Investments. When market, economic or
political conditions are unstable, or the Fund or the Underlying Funds'
manager believes it is otherwise appropriate to reduce holdings in stocks,
the Fund and the Underlying Funds can invest in a variety of debt securities
for defensive purposes. The Fund 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 the Underlying Fund. Examples of temporary
defensive and interim investments the Fund 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.

|X|   Real Estate Investment Trusts (REITs). Some of the Underlying Funds can
invest in real estate investment trusts, 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|   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").

|X|   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. Others are supported only by the
credit of the entity that issued them, such as Federal Home Loan Mortgage
Corporation obligations.

|X|   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 the 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 fund's 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.

|X|   GNMA (Ginnie Mae) Certificates. The Government National Mortgage
Association ("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 Fund 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 Fund) 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 Fund with respect to the
mortgages underlying the Ginnie Maes held by the Underlying Fund. All of the
mortgages in the pools relating to the Ginnie Maes in the Underlying Fund 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.

|X|   Federal Home Loan Mortgage Corporation (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 in:

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.

|X|   Federal National Mortgage Association (Fannie Mae) Certificates. Fannie
Mae, a federally-chartered and privately-owned corporation, issues Fannie Mae
Certificates which are backed by a pool of mortgage loans. Fannie Mae
guarantees to each registered holder of a Fannie Mae 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 Fannie Mae under its guarantees are obligations
solely of Fannie Mae and are not backed by the full faith and credit of the
United States or any of its agencies or instrumentalities other than Fannie
Mae.

|X|   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|   "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 the Underlying Fund to dispose of its
holdings at an acceptable price.

|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.

      In periods of declining interest rates, mortgages are more likely to be
prepaid. Therefore, 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 Fund's shares. If a mortgage-related security has been purchased
at a premium, all or part of the premium the 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, the 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 responses to changes in interest rates. If the prepayments on
the Underlying Fund's mortgage-related securities were to decrease broadly,
the Underlying Fund's effective duration and therefore its sensitivity to
interest rates, would increase.

      As with other debt securities, the values of mortgage-related
securities may be affected by changes in the market's perception of the
creditworthiness of the entity issuing the securities or guaranteeing them.
Their values may also be affected by changes in government regulations and
tax policies.

|X|   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 (Ginnie Mae), Federal National Mortgage
            Association (Fannie Mae), or Federal Home Loan Mortgage
            Corporation (Freddie Mac),
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.

|X|   Participation Interests. Some of the Underlying Funds can invest in
participation interests, subject to the Underlying Fund's limitation 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 this fund other than to pay this 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 the 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|   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.
These 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 Fund 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|   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 Funds' investments
in credit derivatives, refer to the Statement of Additional Information for
the Underlying 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. Variable rates are adjusted at stated periodic intervals.
Variable rate obligations can have a demand feature that allows the
Underlying Funds to tender the obligation to the issuer or a third party
prior to its maturity. The tender may be at par value plus accrued interest,
according to the terms of the obligations.

      The interest rate on a floating rate demand note is 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 rate on a variable rate demand note is also based on a
stated prevailing market rate but is adjusted automatically at specified
intervals. Generally, the changes in the interest rate on such securities
reduce the fluctuation in their market value. As interest rates decrease or
increase, the potential for capital appreciation or depreciation is less than
that for fixed-rate obligations of the same maturity. The Manager may
determine that an unrated floating rate or variable rate demand obligation
meets the 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.

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

|X|   "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 Funds'
investments in "when-issued" and "delayed-delivery" transactions, refer to
the Statement of Additional Information for the 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|   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 Fund 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|   Money Market Instruments. Some of the Underlying Funds can invest in a
variety of high quality money market instruments and short-term debt
obligations, both under normal market conditions and for defensive purposes.
The following is a brief description of the types of money market securities
and short-term debt obligations the Underlying Funds can invest in. Those
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.

|X|   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 the Fund's  limits on  illiquid
investments,  as described below.  "Banks" include  commercial banks,  savings
banks and savings and loan associations.

|X|   Commercial Paper. Some of the Underlying Funds can invest in commercial
paper if it is rated within the top two or 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 Fund's manager determines that it is comparable
to rated commercial paper in the top two or three rating categories of
national rating organizations.

      Some of the Underlying Funds can buy commercial paper, including U.S.
dollar-denominated securities of foreign branches of U.S. banks, issued by
other entities 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.

|X|   Variable Amount Master Demand Notes. Master demand notes are corporate
obligations that permit the investment of fluctuating amounts by the
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 the
Underlying Funds' investments in these notes, refer to the Statement of
Additional Information for the Underlying Fund.

      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 a Underlying
Fund in illiquid securities, described in the Underlying Fund's Prospectus.

Investment Restrictions

|X|   What  Are  "Fundamental   Policies?"   Fundamental  policies  are  those
policies  that the Fund has  adopted  to govern  its  investments  that can be
changed  only by the vote of a  "majority"  of the Fund's  outstanding  voting
securities.  Under the Investment Company Act, a "majority" vote is defined as
the vote of the holders of the lesser of:

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

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

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

o     The Fund 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     The Fund cannot invest 25% or more of its total assets in any one
      industry. That limit does not apply to securities issued or guaranteed
      by the U.S. government or its agencies and instrumentalities or
      securities issued by investment companies.
o     The Fund cannot buy securities or other instruments issued or
      guaranteed by any one issuer if more than 5% of its total assets would
      be invested in securities or other instruments of that issuer or if it
      would then own more than 10% of that issuer's voting securities. This
      limitation applies to 75% of the Fund's total assets. The limit does
      not apply to securities issued or guaranteed by the U.S. government or
      any of its agencies or instrumentalities or securities of other
      investment companies.
o     The Fund cannot make loans, except to the extent permitted under the
      Investment Company Act, the rules or regulations thereunder or any
      exemption therefrom that is applicable to the Fund, as such statute,
      rules or regulations may be amended or interpreted from time to time.
o     The 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     The 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     The Fund may not 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.

Certain of the above restrictions apply to the Fund 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 change to reflect the new requirements.
Therefore those fundamental policies may be changed without notice and
without a shareholder vote.

Currently, under the Investment Company Act, 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. Also, presently under
the Investment Company Act the Fund may lend its portfolio securities in an
amount not to exceed 33 1/3 percent of the value of its total assets. In
addition, currently the Investment Company Act requires a mutual fund to have
fundamental investment policies governing investments in real estate and
commodities. 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 its total assets.


Do the Underlying Funds Have Additional Fundamental Policies? Each of the
Underlying Funds has its own fundamental policies. Those policies may differ
from the policies of the Fund or the other Underlying Funds. The Fund 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 indicated below.



                           Developing Markets Fund
                           -----------------------

o     Developing Markets 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. That restriction applies to 75% of Developing
Market Fund's total assets. The limit does not apply to securities issued by
the U.S. government or any of its agencies or instrumentalities.

o     Developing Markets Fund cannot concentrate investments in any
particular industry. That means it cannot invest 25% or more of its total
assets in companies in any one industry.

o     Developing Markets Fund cannot lend money. However, Developing Markets
Fund can enter into repurchase transactions and can invest in all or a
portion of an issue of bonds, debentures, commercial paper or other similar
corporate obligations, whether or not they are publicly distributed.
Investments in obligations that are not publicly distributed are subject to
any applicable percentage limitation on Developing Markets Fund's holdings of
illiquid and restricted securities. Developing Markets Fund may also lend its
portfolio securities subject to any restrictions adopted by the Board of
Trustees.

o     Developing Markets Fund cannot invest in real estate or interests in
real estate. However, Developing Markets Fund can purchase readily-marketable
securities of companies holding real estate or interests in real estate.

o     Developing Markets Fund cannot issue "senior securities," but this does
not prohibit certain investment activities for which assets of Developing
Markets 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     Developing Markets 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     Developing Markets Fund cannot invest in commodities or commodity
contracts, other than the hedging instruments permitted by any of its other
investment policies. It does not matter whether the hedging instrument is
considered to be a commodity or commodity contract.

o     Another fundamental policy adopted by Developing Markets Fund permits
it to invest all of its assets in the securities of a single open-end
management investment company for which the Manager, one of its subsidiaries
or a successor is the investment Advisor or sub-Advisor. That fund must have
substantially the same fundamental investment objective, policies and
limitations as Developing Markets Fund. This policy would permit Developing
Markets Fund to adopt a "master-feeder" structure. Under that structure,
Developing Markets Fund would be a "feeder" fund and would invest all of its
assets in a single pooled "master fund" in which other feeder funds could
also invest. This could enable Developing Markets Fund to take advantage of
potential operational and cost efficiencies in the master-feeder structure.
Developing Markets Fund has no present intention of adopting the
master-feeder structure. If it did so, Developing Markets Fund's Prospectus
and Statement of Additional Information would be revised accordingly. In
addition, Developing Markets Fund may invest in funds selected by a Trustee
of the Fund under its Deferred Compensation Plan for Disinterested Trustees.

o     Another fundamental policy adopted by Developing Markets Fund permits
it to invest all of its assets in the securities of a single open-end
management investment company for which the Manager, one of its subsidiaries
or a successor is the investment Advisor or sub-Advisor. That fund must have
substantially the same fundamental investment objective, policies and
limitations as Developing Markets Fund. This policy would permit Developing
Markets Fund to adopt a "master-feeder" structure. Under that structure,
Developing Markets Fund would be a "feeder" fund and would invest all of its
assets in a single pooled "master fund" in which other feeder funds could
also invest. This could enable Developing Markets Fund to take advantage of
potential operational and cost efficiencies in the master-feeder structure.
Developing Markets Fund has no present intention of adopting the
master-feeder structure. If it did so, Developing Markets Fund's Prospectus
and Statement of Additional Information would be revised accordingly. In
addition, Developing Markets Fund may invest in funds selected by a Trustee
of the Fund under its Deferred Compensation Plan for Disinterested Trustees.

                          Global Opportunities Fund
                          -------------------------

o     Global Opportunities 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 Global Opportunities 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     Global Opportunities 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 Global
Opportunities Fund, as such statute, rules or regulations may be amended or
interpreted from time to time.

o     Global Opportunities 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     Global Opportunities 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
therefrom, as such statute, rules or regulations may be amended or
interpreted from time to time.

o     Global Opportunities 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     Global Opportunities 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.

                           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 of 1933 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 total 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.

o     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.

                          International Growth Fund
                          -------------------------

o     International Growth 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. That restriction applies to 75% of the
International Growth Fund's total assets. The limit does not apply to
securities issued by the U.S. government or any of its agencies or
instrumentalities.

o     International Growth Fund cannot lend money. However, it can invest in
all or a portion of an issue of bonds, debentures, commercial paper or other
similar corporate obligations, whether or not they are publicly distributed
(however, the purchase of obligations that are not publicly distributed is
limited by International Growth Fund's policy on holding restricted and
illiquid securities). International Growth Fund may also lend its portfolio
securities subject to any restrictions adopted by the Board of Trustees, and
may enter into repurchase agreements.

o     International Growth Fund cannot concentrate investments. That means it
cannot invest 25% or more of its total assets in companies in any one
industry. Obligations of the U.S. government, its agencies and
instrumentalities are not considered to be part of an "industry" for the
purposes of this restriction.

o     International Growth Fund cannot invest in real estate or interests in
real estate. However, the Fund can purchase readily-marketable securities of
companies holding real estate or interests in real estate.

o     International Growth Fund cannot issue senior securities. This
restriction does not prevent International Growth Fund from borrowing money
for investment or emergency purposes, or from entering into margin,
collateral or escrow arrangements permitted by its other investment policies.

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 of 1933 when reselling any securities held in its
own portfolio.

o     International Growth Fund cannot invest in commodities or commodity
contracts, other than the hedging instruments permitted by any of its other
investment policies. It does not matter whether the hedging instrument is
considered to be a commodity or commodity contract.

o     International Growth Fund cannot invest in companies for the purpose of
acquiring control or management of them.

o     International Growth Fund cannot purchase securities on margin.
However, International Growth Fund may make margin deposits in connection
with any of the hedging instruments permitted by any of its other investment
policies.

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

o     International  Growth Fund cannot  mortgage or pledge any of its assets.
However,  this does not prohibit the escrow  arrangements  contemplated by the
writing of covered call options or other collateral or margin  arrangements in
connection with any of the hedging  instruments  permitted by any of its other
investment policies.

o     International Growth Fund cannot invest in other open-end investment
companies. It cannot invest more than 5% of its net assets in closed-end
investment companies, including small business development companies. Any
brokerage commissions it pays in investing in closed-end investment companies
must not exceed normal commission rates.

                         International Small Company
                         ----------------------------

o     International Small Company 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. That restriction applies to 75% of the
International Small Company Fund's total assets. The limit does not apply to
securities issued by the U.S. government or any of its agencies or
instrumentalities.

o     International Small Company Fund cannot lend money. However, it can
invest in all or a portion of an issue of bonds, debentures, commercial paper
or other similar corporate obligations, whether or not they are publicly
distributed. International Small Company Fund may also lend its portfolio
securities subject to any restrictions adopted by the Board of Trustees, and
may enter into repurchase agreements.

o     International Small Company Fund cannot concentrate investments. That
means it cannot invest 25% or more of its total assets in companies in any
one industry. Obligations of the U.S. government, its agencies and
instrumentalities are not considered to be part of an "industry" for the
purposes of this restriction.

o     International Small Company Fund cannot invest in real estate. However,
International Small Company Fund can purchase readily-marketable securities
of companies holding real estate or interests in real estate.

o     International Small Company Fund cannot issue "senior securities," but
this does not prohibit certain investment activities for which assets of
International Small Company 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 Small Company 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 Small Company Fund cannot invest in commodities or
commodity contracts, other than the hedging instruments permitted by any of
its other investment policies. It does not matter whether the hedging
instrument is considered to be a commodity or commodity contract.

                           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 International 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     International 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 International
Value Fund, as such statute, rules or regulations may be amended or
interpreted from time to time.

o     International 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 to International
Value 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.

o     International Value Fund cannot buy or sell real estate. However,
International Value Fund can purchase and sell securities issued or secured
by companies that invest in or deal in real estate or interests in real
estate.

o     International Value Fund cannot buy or sell commodities or commodity
contracts. However, International Value Fund can buy and sell derivative
instruments and other hedging instruments, such as futures contracts,
options, swaps, and forward contracts.

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," but this
does not prohibit certain investment activities for which assets of
International Value 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.

                        Quest International Value Fund
                        ------------------------------

o     Quest International Value Fund cannot invest more than 5% of the value
of its total assets in securities of any one issuer. This limitation applies
to 75% of the Quest International Value Fund's total assets.

o     Quest International Value Fund cannot purchase more than 10% of the
voting securities of any one issuer. This limitation applies to 75% of the
Quest International Value Fund's total assets. The limit does not apply to
securities issued by the U.S. Government or any of its agencies or
instrumentalities.

o     Quest International Value Fund cannot lend money. However Quest
International Value Fund can invest in all or a portion of an issue of bonds,
debentures, commercial paper or other similar corporate obligations. Quest
International Value Fund may also engage in repurchase agreements and may
make loans of portfolio securities, subject to the restrictions stated under
"Loans of Portfolio Securities."

o     Quest International Value Fund cannot concentrate its investments. That
means it cannot invest 25% or more of its total assets in any industry. For
the purposes of this restriction a foreign government is considered to be an
"industry." However, there is no limitation on investments in U.S. Government
securities. Moreover, if deemed appropriate for seeking its investment
objective, Quest International Value Fund may invest up to 25% of its total
assets in any one industry classification used by Quest International Value
Fund for investment purposes.

o     Quest International Value Fund cannot invest in real estate. However,
Quest International Value Fund can purchase securities of issuers that engage
in real estate operations and securities that are secured by real estate or
interests in real estate.

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

o     Quest International Value Fund cannot invest in companies for the
purpose of acquiring control or management of those companies.

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

o     Quest International Value Fund cannot invest or hold securities of any
issuer if officers and directors of the Fund or its Manager individually
beneficially own more than 1/2 of 1% of the securities of that issuer and
together own more than 5% of the securities of that issuer.

o     Quest International Value Fund cannot invest in physical commodities or
physical commodity contracts. However, Quest International Value Fund may buy
and sell hedging instruments to the extent specified in Quest International
Value Fund's Prospectus and Statement of Additional Information from time to
time. Quest International Value Fund can also buy and sell options, futures,
securities or other instruments backed by physical commodities or whose
investment return is linked to changes in the price of physical commodities.

o     Quest International Value Fund cannot borrow money in excess of one
third of the value of the Quest International Value Fund's total assets.
Quest International Value Fund can borrow only from banks and only as a
temporary measure for extraordinary or emergency purposes. It will make no
additional investments while borrowings exceed 5% of its total assets. Quest
International Value 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.

o     Quest International Value Fund cannot pledge its assets or assign or
otherwise encumber its assets in excess of one-third of its net assets. It
can do so only to secure borrowings made within the limitations set forth in
Quest International Value Fund's Prospectus or the Statement of Additional
Information.

o     Quest International Value Fund cannot issue senior securities (as
defined in the Investment Company Act). However, Quest International Value
Fund can enter into repurchase agreements, borrow money in accordance with
the restrictions set forth in Quest International Value Fund's Prospectus or
the Statement of Additional Information and lend portfolio securities, even
if those activities are deemed to involve the issuance of a senior security.


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

Disclosure of Portfolio Holdings. The Fund has adopted policies and
procedures concerning the dissemination of information about its portfolio
holdings by employees, officers and/or directors of the Manager, Distributor,
and Transfer Agent. These policies are designed to 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 the Fund's investment
program or enable third parties to use that information in a manner that is
harmful to the Fund.

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

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

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

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

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

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

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

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

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

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


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


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

o     Response to legal process in litigation matters, such as responses to
         subpoenas or in class action matters where the Fund may be part of
         the plaintiff class (and seeks recovery for losses on a security)
         or a defendant,
o     Response to regulatory requests for information (the SEC, NASD, state
         securities regulators, and/or foreign securities authorities,
         including without limitation requests for information in
         inspections or for position reporting purposes),
o     To potential sub-advisors 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 Fund's shares or their
financial intermediary representatives.

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


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


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

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

How the Fund is Managed


Organization and History. The Fund is an open-end, diversified management
investment company with an unlimited number of authorized shares of
beneficial interest. The Fund was organized as a Massachusetts business trust
in June 2005.

|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 Fund. Shares do not
have cumulative voting rights, preemptive rights or subscription rights.
Shares may be voted in person or by proxy at shareholder meetings.


      The Fund currently has 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     may have a different net asset value,
o     may have separate voting rights on matters in which interests of one
         class are different from interests of another class, and
o     votes as a class on matters that affect that class alone.

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


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


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


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


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


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

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

      The members of the Audit Committee are Joel W. Motley (Chairman),
Kenneth A. Randall, Mary F. Miller and Joseph M. Wikler. 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
"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 registered public
accounting firm 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
Fund's independent registered public accounting firm and the Trustees who are
not "interested persons" under the Investment Company Act (the "Independent
Trustees"); (v) reviewing the independence of the Fund's independent
registered public accounting firm; (vi) pre-approving the provision of any
non-audit services by the Fund's independent registered public accounting
firm, including tax services, that are not prohibited by the Sarbanes-Oxley
Act, to the Fund, the Manager and certain affiliates of the Manager.

The Audit Committee's functions also include selecting and nominating, to the
full Board, nominees for election as Trustees, and selecting and nominating
Independent Trustees for election. The Audit 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 Audit Committee
has been able to identify from its own resources an ample number of qualified
candidates. Nonetheless, shareholders may submit names of individuals for the
Audit Committee's consideration by mailing such information, accompanied by
complete and properly supported resumes, to the Audit Committee in care of
the Fund. The Audit Committee may consider such persons at such time as it
meets to consider possible nominees. The Audit Committee, however, reserves
sole discretion to determine the candidates to present to the Board and/or
shareholders when it meets for the purpose of considering potential nominees.

      The members of the Regulatory & Oversight Committee are Robert G. Galli
(Chairman), Joel W. Motley, Phillip A. Griffiths and Peter I. Wold. Among
other duties as set forth in the Regulatory & Oversight Committee's Charter,
the Regulatory & Oversight Committee evaluates and reports to the Board on
the Fund's contractual arrangements, including the investment advisory and
distribution agreements, transfer and shareholder service agreements and
custodian agreements as well as the policies and procedures adopted by the
Fund to comply with the Investment Company Act and other applicable law.
      The members of the Governance Committee are, Phillip A. Griffiths
(Chairman), Russell S. Reynolds, Jr. and Kenneth A. Randall. The Governance
Committee reviews the Fund's governance guidelines, the adequacy of the
Fund's Codes of Ethics, and develops qualification criteria for Board members
consistent with the Fund's governance guidelines, among other duties set
forth in the Governance Committee's Charter.

      The members of the Proxy Committee are Russell S. Reynolds, Jr.
(Chairman), Matthew P. Fink and Mary F. Miller. The Proxy Committee provides
the Board with recommendations for the proxy voting of portfolio securities
held by the Fund and monitors proxy voting by the Fund.

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

Oppenheimer AMT-Free Municipals            Oppenheimer Global Fund
Oppenheimer AMT-Free New York Municipals   Oppenheimer Global Opportunities Fund
Oppenheimer Balanced Fund                  Oppenheimer Gold & Special Minerals Fund
Oppenheimer California Municipal Fund      Oppenheimer Growth Fund
                                           Oppenheimer   International  Diversified

Oppenheimer Capital Appreciation Fund      Fund

Oppenheimer Developing Markets Fund        Oppenheimer International Growth Fund
                                           Oppenheimer  International Small Company

Oppenheimer Discovery Fund                 Fund

Oppenheimer Dividend Growth Fund           Oppenheimer Money Market Fund, Inc.
Oppenheimer Emerging Growth Fund           Oppenheimer Multi-State Municipal Trust
Oppenheimer Emerging Technologies Fund     Oppenheimer Series Fund, Inc.
Oppenheimer Enterprise Fund                Oppenheimer U.S. Government Trust

     In addition to being a trustee or director of the Board I Funds,  Mr. Galli
is also a director  or trustee of 10 other  portfolios  in the  OppenheimerFunds
complex and Messrs.  Wikler and Wold are each also  directors  or trustees of 15
other portfolios in the OppenheimerFunds complex.


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


Messrs. Evans, Gillespie,  Murphy, Petersen, Vandehey, Vottiero, Wixted and Zack
and Mss. Bloomberg and Ives, who are officers of the Fund, hold the same offices
with  one or more of the  other  Board I  Funds.  As of  September  1,  2005 the
Trustees and officers of the Fund, as a group,  owned of record or  beneficially
less than 1% of any class of shares of the Fund.  The foregoing  statement  does
not reflect  ownership of shares held of record by an employee  benefit plan for
employees of the Manager,  other than the shares  beneficially  owned under that
plan  by the  officers  of the  Fund  listed  above.  In  addition,  none of the
Independent  Trustees (nor any of their immediate family members) own 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.

     Affiliated Transactions and Material Business  Relationships.  Mr. Reynolds
has reported he has a controlling  interest in The Directorship Group, Inc. (the
"Directorship  Group"),  a director  recruiting  firm that  provided  consulting
services to  Massachusetts  Mutual Life Insurance  Company  (which  controls the
Manager)  for fees of $137,500 for calendar  year ended  December 31, 2002.  Mr.
Reynolds  reported  that  the  Directorship  Group  did not  provide  consulting
services to  Massachusetts  Mutual Life  Insurance  Company  during the calendar
years ended  December  31, 2003 and 2004 and does not expect to provide any such
services in the calendar year ended December 31, 2005.

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

     Biographical  Information.  The Trustees and officers, their positions with
the Fund,  length of service in such  position(s) and principal  occupations and
business affiliations during the past five years are listed in the charts below.
The  information  for each  Trustee  also  includes  the dollar  range of shares
beneficially  owned  in the  Fund  and the  aggregate  dollar  range  of  shares
beneficially  owned in any of the  Oppenheimer  funds  overseen by the  Trustees
("Supervised  Funds"). The address of each Trustee in the chart below is 6803 S.
Tucson Way,  Centennial,  CO  80112-3924.  Each Trustee serves for an indefinite
term, or until his or her resignation,  retirement, death or removal. Ms. Miller
was elected to certain Board I Funds during the calendar year ended December 31,
2004 and did not hold  shares of Board I Funds  during  that year.  Mr. Fink was
elected  to the  Board I Funds in 2005 and did not hold  shares of Board I Funds
during the calendar year ended December 31, 2004.







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

          Independent Trustees
                                         ----------------------------------------
---------------------------------------------------------------------------------

Name,             Principal Occupation(s) During the      Dollar     Aggregate

                                                                     Dollar
                                                                     Range Of
                                                                     Shares
                                                          Range of   Beneficially

                  Past 5 Years; Other                     Shares     Owned in
Position(s) with  Trusteeships/Directorships Held;        BeneficiallAll
the Fund, Length  Number of Portfolios in the Fund        Owned in   Supervised
of Service, Age   Complex Currently Overseen              the Fund   Funds

---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
                                                            As of December 31,
                                                                   2004
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------

Clayton K.        Director of American Commercial Lines   None       Over
Yeutter,          (barge company) (since January 2005);              $100,000
Chairman of the   Attorney at Hogan & Hartson (law firm)
Board of          (since June 1993); Director of
Trustees since    Danielson Holding Corp.
2003,             (waste-to-energy company) (since
Trustee since     2002); Director of Weyerhaeuser Corp.
2005              (1999-April 2004); Director of
Age: 74           Caterpillar, Inc. (1993-December
                  2002); Director of ConAgra Foods
                  (1993-2001); Director of Texas
                  Instruments (1993-2001); Director of
                  FMC Corporation (1993-2001). Oversees
                  24 portfolios in the OppenheimerFunds
                  complex.

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

Matthew P. Fink,  Trustee of the Committee for Economic   None       Over
Trustee since     Development (policy research                       $100,000
2005              foundation) (since 2005); Director of
Age: 64           ICI Education Foundation (education)
                  (since October 1991); President of the
                  Investment Company Institute (trade
                  association) (1991-2004); Director of
                  ICI Mutual Insurance Company
                  (insurance) (1991-2004). Oversees 24
                  portfolios in the OppenheimerFunds
                  complex.

---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Robert G. Galli,  A trustee or director of other          None       Over
Trustee since     Oppenheimer funds. Oversees 34                     $100,000
2005              portfolios in the OppenheimerFunds
Age: 72           complex.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------

Phillip A.        Director of GSI Lumonics Inc.           None       Over
Griffiths,        (precision medical equipment supplier)             $100,000
Trustee since     (since 2001); Trustee of Woodward
2005              Academy (since 1983); Senior Advisor
Age: 66           of The Andrew W. Mellon Foundation
                  (since 2001); Member of the National
                  Academy of Sciences (since 1979);
                  Member of the American Philosophical
                  Society (since 1996); Council on
                  Foreign Relations (since 2002);
                  Director of the Institute for Advanced
                  Study (1991-2004); Director of Bankers
                  Trust New York Corporation
                  (1994-1999). Oversees 24 portfolios in
                  the OppenheimerFunds complex.

---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Mary F. Miller,   Trustee of the American Symphony        None       None

Trustee since     Orchestra (not-for-profit) (since
2005              October 1998); and Senior Vice
Age: 62           President and General Auditor of
                  American Express Company (financial
                  services company) (July 1998-February
                  2003). Oversees 2 portfolios in the
                  OppenheimerFunds complex.

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

Joel W. Motley,   Director Columbia Equity Financial      None       Over
Trustee since     Corp. (privately-held financial                    $100,000
2005              adviser) (since 2002); Managing
Age: 53           Director of Carmona Motley, Inc.
                  (privately-held financial adviser)
                  (since January 2002); Managing
                  Director of Carmona Motley Hoffman
                  Inc. (privately-held financial
                  adviser) (January 1998-December 2001).
                  Oversees 24 portfolios in the
                  OppenheimerFunds complex.

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

Kenneth A.        Director of Dominion Resources, Inc.    None       Over
Randall,          (electric utility holding company)                 $100,000
Trustee since     (since February 1972); Former Director
2005              of Prime Retail, Inc. (real estate
Age: 78           investment trust), Dominion Energy
                  Inc. (electric power and oil & gas
                  producer), Lumbermens Mutual Casualty
                  Company, American Motorists Insurance
                  Company and American Manufacturers
                  Mutual Insurance Company; Former
                  President and Chief Executive Officer
                  of The Conference Board, Inc.
                  (international economic and business
                  research). Oversees 24 portfolios in
                  the OppenheimerFunds complex.

---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Russell S.        Chairman of The Directorship Search     None       Over
Reynolds, Jr.,    Group, Inc. (corporate governance                  $100,000

Trustee since     consulting and executive recruiting)
2005              (since 1993); Life Trustee of
Age: 73           International House (non-profit
                  educational organization); Former
                  Trustee of The Historical Society of
                  the Town of Greenwich. Oversees 24
                  portfolios in the OppenheimerFunds
                  complex.

---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Joseph M. Wikler, Director of the following medical       None       $50,001-$100,000
Trustee since     device companies: Medintec (since
2005              1992) and Cathco (since 1996);
Age: 64           Director of Lakes Environmental

                  Association (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). Oversees 39
                  portfolios in the OppenheimerFunds
                  complex.

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

Peter I. Wold,    President of Wold Oil Properties, Inc.  None       Over

Trustee since     (oil and gas exploration and                       $100,000
2005              production company) (since 1994); Vice

Age: 57           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 39 portfolios in
                  the OppenheimerFunds complex.

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


      The address of Mr. Murphy is Two World Financial Center, 225 Liberty
Street, 11th Floor, New York, NY 10281-1008. Mr. Murphy serves as Trustee for
an indefinite term and as an Officer for an annual term, or until his
resignation, death or removal.


---------------------------------------------------------------------------------
                         Interested Trustee and Officer
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------

Name,             Principal Occupation(s) During the      Dollar     Aggregate

                                                                     Dollar
                                                                     Range Of
                                                                     Shares
                                                          Range of   Beneficially

Position(s) Held  Past 5 Years; Other                     Shares     Owned in
with Fund,        Trusteeships/Directorships Held;        BeneficiallAll
Length of         Number of Portfolios in the Fund        Owned in   Supervised
Service, Age      Complex Currently Overseen              the Fund   Funds

---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
                                                            As of December 31,
                                                                   2004
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------

John V. Murphy,   Chairman, Chief Executive Officer and   None       Over
President and     Director (since June 2001) and                     $100,000
Trustee since     President (since September 2000) of
2005              the Manager; President and Director or
Age: 56           Trustee of other Oppenheimer funds;
                  President and Director of Oppenheimer
                  Acquisition Corp. ("OAC") (the
                  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) (since November 2001);
                  Chairman and Director of Shareholder
                  Services, Inc. and of Shareholder
                  Financial Services, Inc. (transfer
                  agent subsidiaries of the Manager)
                  (since July 2001); President and
                  Director of OppenheimerFunds Legacy
                  Program (charitable trust program
                  established by the Manager) (since
                  July 2001); Director of the following
                  investment advisory subsidiaries of
                  the Manager: OFI Institutional Asset
                  Management, Inc., Centennial Asset
                  Management Corporation, Trinity
                  Investment Management Corporation and
                  Tremont Capital Management, Inc.
                  (since November 2001), HarbourView
                  Asset Management Corporation and OFI
                  Private Investments, Inc. (since July
                  2001); President (since November 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 3, 2003); Chief Operating
                  Officer of the Manager (September
                  2000-June 2001); President and Trustee
                  of MML Series Investment Fund and
                  MassMutual Select Funds (open-end
                  investment companies) (November
                  1999-November 2001); Director of C.M.
                  Life Insurance Company (September
                  1999-August 2000); President, Chief
                  Executive Officer and Director of MML
                  Bay State Life Insurance Company
                  (September 1999-August 2000); Director
                  of Emerald Isle Bancorp and Hibernia
                  Savings Bank (wholly-owned subsidiary
                  of Emerald Isle Bancorp) (June
                  1989-June 1998). Oversees 67
                  portfolios as a trustee or director
                  and 20 additional portfolios as
                  officer in the OppenheimerFunds
                  complex.

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


      The  addresses  of the  officers in the chart below are as follows:  for
Messrs.  Evans,  Gillespie,  Murphy  and Zack  and Ms.  Bloomberg,  Two  World
Financial  Center,  225 Liberty Street,  New York, NY 10281-1008,  for Messrs.
Petersen,  Vandehey,  Vottiero,  and Wixted and Ms. Ives,  6803 S. Tucson Way,
Centennial,  CO  80112-3924.  Each Officer  serves for an annual term or until
his or her resignation, death or removal.


---------------------------------------------------------------------------------
                           Other Officers of the Fund
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------

Name, Position(s) Held  Principal Occupation(s) During Past 5 Years
with Fund, Length of
Service, Age

---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
George Evans,           Vice  President  (since  October  1993) and  Director of
Vice President and      International   Equities   (since   July  2004)  of  the
Portfolio Manager       Manager.  Formerly Vice President of  HarbourView  Asset
since 2005              Management  Corporation  (July  1994-November  2001); an
Age: 45                 officer of 2 portfolios in the OppenheimerFunds complex.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------

Mark S. Vandehey,       Senior Vice President and Chief Compliance Officer of
Vice President and      the Manager (since March 2004); Vice President of
Chief Compliance        OppenheimerFunds Distributor, Inc., Centennial Asset
Officer since 2005      Management Corporation and Shareholder Services, Inc.
Age: 54                 (since June 1983). Former Vice President and Director
                        of Internal Audit of the Manager (1997-February 2004).
                        An officer of 87 portfolios in the OppenheimerFunds
                        complex.

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

Brian W. Wixted,        Senior Vice President and Treasurer of the Manager
Treasurer since 2005    (since March 1999); Treasurer of the following:
Age: 45                 HarbourView Asset Management Corporation, Shareholder
                        Financial Services, Inc., Shareholder Services, Inc.,
                        Oppenheimer Real Asset Management Corporation, 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);
                        Principal and Chief Operating Officer of Bankers Trust
                        Company-Mutual Fund Services Division (March 1995-March
                        1999). An officer of 87 portfolios in the
                        OppenheimerFunds complex.

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

Brian Petersen,         Assistant Vice President of the Manager (since August
Assistant Treasurer     2002); Manager/Financial Product Accounting of the
since 2005              Manager (November 1998-July 2002). An officer of 87
Age: 34                 portfolios in the OppenheimerFunds complex.

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

Philip F. Vottiero,     Vice President/Fund Accounting of the Manager (since
Assistant Treasurer     March 2002); Vice President/Corporate Accounting of the
since 2005              Manager (July 1999-March 2002); Chief Financial Officer
Age: 42                 of Sovlink Corporation (April 1996-June 1999). An
                        officer of 87 portfolios in the OppenheimerFunds
                        complex.

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

Robert G. Zack,         Executive Vice President (since January 2004) and
Secretary since 2005    General Counsel (since March 2002) of the Manager;
Age: 57                 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 (Asia) Limited (since December 2003);
                        Senior Vice President (May 1985-December 2003), Acting
                        General Counsel (November 2001-February 2002) and
                        Associate General Counsel (May 1981-October 2001) of
                        the Manager; Assistant Secretary of the following:
                        Shareholder Services, Inc. (May 1985-November 2001),
                        Shareholder Financial Services, Inc. (November
                        1989-November 2001), and OppenheimerFunds International
                        Ltd. (September 1997-November 2001). An officer of 86
                        portfolios in the OppenheimerFunds complex.

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

Kathleen T. Ives,       Vice President (since June 1998) and Senior Counsel and
Assistant Secretary     Assistant Secretary (since October 2003) of the
since 2005              Manager; Vice President (since 1999) and Assistant
Age: 39                 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 87 portfolios
                        in the OppenheimerFunds complex.

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

Lisa I. Bloomberg,      Vice President and Associate Counsel of the Manager
Assistant Secretary     (since May 2004); First Vice President (April
since 2005              2001-April 2004), Associate General Counsel (December
Age: 37                 2000-April 2004), Corporate Vice President (May
                        1999-April 2001) and Assistant General Counsel (May
                        1999-December 2000) of UBS Financial Services Inc.
                        (formerly, PaineWebber Incorporated). An officer of 87
                        portfolios in the OppenheimerFunds complex.

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

Phillip S. Gillespie,   Senior Vice President and Deputy General Counsel of the
Assistant Secretary     Manager (since September 2004); Mr. Gillespie held the
since 2005              following positions at Merrill Lynch Investment
Age: 41                 Management: First Vice President (2001-September 2004);
                        Director (2000-September 2004) and Vice President
                        (1998-2000). An officer of 87 portfolios in the
                        OppenheimerFunds complex.

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


      Remuneration of Trustees. The officers of the Fund who are affiliated
with the Manager receive no salary or fee from the Fund. It is estimated that
the Independent Trustees of the Fund will receive the Aggregate Compensation
from the Fund shown below for serving as a Trustee and member of a committee
(if applicable), with respect to the period from the Fund's inception through
April 30, 2006, its first fiscal year end. The total compensation, including
accrued retirement benefits, from the Fund and fund complex represents
compensation received for serving as a Trustee and member of a committee (if
applicable) of other funds in the OppenheimerFunds complex during the
calendar year ended December 31, 2004. The Independent Trustees receive no
compensation from the Fund.


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

Trustee Name and        Estimated      Estimated      Estimated       Total
                                                                   Compensation
                                                                     From All
                                                                   Oppenheimer
                                       Retirement      Annual       Funds For
                        Aggregate       Benefits     Retirement       Which
Other Fund             Compensation    Accrued as    Benefits to    Individual
Position(s) (as          From the     Part of Fund  be Paid Upon    Serves As
applicable)              Fund(1)      Expenses(2)   Retirement(2) Trustee/Director(3)

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

Clayton K. Yeutter       $232(4)           -           $86,171       $173,700
Chairman of the Board

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

Matthew P. Fink(10)        $142            -           $2,641           $0
Proxy Committee
Member

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

Robert G. Galli            $172            -         $100,824(5)   $240,312(6)
Regulatory &
Oversight Committee
Chairman

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

Phillip Griffiths
Governance Committee
Chairman and
Regulatory &             $207(7)           -           $34,972       $142,092
Oversight Committee
Member

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

Mary F. Miller
Audit Committee            $142            -           $7,128       $8,532(8)
Member

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

Joel W. Motley
Audit Committee
Chairman and
Regulatory &             $201(9)           -           $23,945       $150,760
Oversight Committee
Member

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

Kenneth A. Randall         $179         None(11)       $85,944       $134,080
Audit Committee
Member and
Governance Committee
Member

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

Russell S. Reynolds,       $147            -           $66,602       $106,792
Jr.
Proxy Committee
Member and
Governance Committee
Member

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

Joseph M. Wikler(12)
Audit Committee            $80             -              -        $23,000(13)
Member

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

Peter I. Wold(12)
Regulatory &
Oversight Committee        $80             -              -        $20,500(14)
Member

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

1.    "Estimated Aggregate Compensation From the Fund" is estimated for the
   period from 09/01/05 through 4/30/2006 and includes fees and deferred
   compensation, if any, for each Trustee.
2.    "Estimated Annual Retirement Benefits to be Paid Upon Retirement" is
   based on a straight life payment plan election with the assumption that a
   Trustee will retire at the age of 75 and is eligible (after 7 years of
   service) to receive retirement plan benefits as described below under
   "Retirement Plan for Trustees." Mr. Wickler and Mr. Wold were elected as
   Trustees of the Board I Funds as of August 17, 2005 and have not qualified
   for an benefits under this plan. No information is included regarding the
   "Retirement Benefits Accrued as part of Fund Expenses" since, as of the
   date of this Statement of Additional Information, the Fund had not yet
   commenced operations and no retirement benefits had been accrued.
3.    Total Compensation to Trustees for the calendar year ended December 31,
   2004.
4.    Includes $58 estimated deferral by Mr. Yeutter under the Deferred
   Compensation Plan described below.
5.    Includes $45,840 estimated to be paid to Mr. Galli for serving as a
   trustee or director of 10 other Oppenheimer funds that are not Board I
   Funds.
6.    Includes $111,000 for serving as a trustee or director of 10 other
   Oppenheimer funds that are not Board I Finds.
7.    Includes $201 estimated deferral by Mr. Griffiths under the Deferred
   Compensation Plan described below.
8.    Ms. Miller was appointed as Trustee of 13 of the Board I Funds
   effective August13, 2004 and 10 of the Board I Funds effective October 26,
   2004.
9.    Includes $80 estimated deferral by Mr. Motley under Deferred
   Compensation Plan described below.
10.   Mr. Fink was appointed as a Trustee of 11 of the Board I Funds
   effective January 1, 2005 and was elected as Trustee of the remaining 14
   Board I Funds as of August 17, 2005.
11.   Due to actuarial consideration, no additional retirement benefits were
   accrued with respect to Mr. Randall.
12.   Mr. Wold and Mr. Wikler were elected as Trustees of the Board I Funds
   as of August 17, 2005.
13.   Includes $23,000 for serving as a trustee or director of 15 other
   Oppenheimer funds that are not Board I Funds.
14.   Includes $20,500 for serving as a trustee or director of 15 other
   Oppenheimer funds that are not Board I Funds.


     Retirement  Plan for Trustees.  The Fund has 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 trustee for any
of the  Board I Funds  for at least  seven  years in  order to be  eligible  for
retirement plan benefits and must serve for at least 15 years to be eligible for
the maximum  benefit.  Each  Trustee's  retirement  benefits  will depend on the
amount of the Trustee's future compensation and length of service.

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

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

Major Shareholders.  As of the date of this Statement of Additional Information,
OppenheimerFunds, Inc. is the only shareholder of record of the Fund.

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.

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


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


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

     Each  of the  Underlying  Funds  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  Fund will retain an
unaffiliated  third-party as its agent to vote  portfolio  proxies in accordance
with the Underlying  Fund's Proxy Voting  Guidelines and to maintain  records of
such portfolio proxy voting.  The Proxy Voting Guidelines  include provisions to
address conflicts of interest that may arise between the Underlying Fund and the
Manager where one of the  Manager's  directly-controlled  affiliates  manages or
administers the assets of a pension plan of a company  soliciting the proxy. The
Underlying  Funds'  Proxy Voting  Guidelines  on 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 In general,  each  Underlying  Fund opposes  anti-takeover  proposals and
supports 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.

     o Each Underlying Fund generally considers executive compensation questions
such as stock option plans and bonus plans to be ordinary business activity. The
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 Fund, and each Underlying Fund, is required to file Form N-PX, with its
complete  proxy voting  record for the 12 months ended June 30th,  no later than
August 31st of each year.  The Fund's Form N-PX filing is available  (i) without
charge, upon request, by calling the Fund toll-free at 1.800.525.7048;  and (ii)
on the SEC's website at www.sec.gov.


     | The  Investment  Advisory  Agreement.  The  Manager  provides  investment
advisory  and  management  services  to the Fund under the  investment  advisory
agreement  between the Manager and the Fund. The Manager selects  securities for
the Fund's portfolio and handles its day-to-day business.  The Portfolio Manager
and  associate  portfolio  managers,  if any,  of the Fund are  employed  by the
Manager and are the persons who are  principally  responsible for the day-to-day
management of the Fund. Other members of the Manager's Equity,  Fixed Income and
Global Portfolio Team provide the portfolio  manager with counsel and support in
managing the Fund.

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

     The Fund pays  expenses  not  expressly  assumed by the  Manager  under the
investment advisory agreement.  The investment advisory agreement lists examples
of expenses paid by the Fund. 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, if any, paid by the Fund to the Manager are calculated at
the rates  described in the  Prospectus,  which are applied to the assets of the
Fund as a whole.  The fees are  allocated to each class of shares based upon the
relative proportion of the Fund's net assets represented by that class. The Fund
is a new fund that has not yet  completed  its first fiscal year,  therefore the
total  amount that the Fund paid to the Manager  under the  investment  advisory
agreement during the Fund's last three fiscal years is not yet available.

     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 Fund may sustain for any
investment,  adoption  of any  investment  policy,  or  the  purchase,  sale  or
retention of any security.

     The  agreement  permits  the Manager to act as  investment  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.

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

     The Board also receives  information about the 12b-1  distribution fees the
Fund pays. These distribution fees are reviewed and approved at a different time
of the year.

     The Board reviewed the foregoing information in arriving at its decision to
approve the initial  investment  advisory  agreement.  Among other factors,  the
Board considered:

o The nature,  cost,  and quality of the services to be provided to the Fund and
its shareholders;

o The anticipated profitability of the Fund to the Manager;

o Economies of scale that may be available to the Fund from the Manager;

o Fees paid by other mutual funds for similar services;

o The value and quality of any other  benefits or services to be received by the
Fund from its relationship with the Manager, and

o The direct and  indirect  benefits the Manager is expected to receive from its
relationship  with the Fund. These include services  provided by the Distributor
and the Transfer Agent, and brokerage and soft dollar  arrangements  permissible
under Section 28(e) of the Securities Exchange Act.

     The Board  considered  that the Manager must be able to pay and retain high
quality personnel at competitive rates to provide services to the Fund.

     The Board also  considered  the quality of the  services to be provided and
the quality of the Manager's  resources  that will be available to the Fund. The
Board  noted that the  Manager  has had over  forty  years of  experience  as an
investment  adviser and that its assets under  management  rank it among the top
mutual fund  managers in the United  States.  The Board  evaluated the Manager's
administrative,  accounting,  legal and compliance services based on information
it has received regarding the experience and professional  qualifications of the
Manager's  personnel  and the size and  functions  of its staff.  The Board also
considered their own experiences as directors or trustees of other funds advised
by the Manager. The Board has also received and reviewed  information  regarding
the quality of services  provided  by  affiliates  of the Manager at other times
during the year, in  connection  with the renewal of those  affiliates'  service
agreements  with other funds.  In its evaluation of the quality of the portfolio
management  services to be provided,  the Board considered the experience of Mr.
Evans.  The Board also  considered  the  historical  performance  of other funds
advised by the Manager.

     The  Board  considered  information  regarding  the  fees to be paid to the
Manager and its affiliates  both directly from the Fund and indirectly  from the
Underlying  Funds.  The Board also  considered  the other  expenses that will be
borne both directly and indirectly by the Fund and the comparability of the fees
and  services  of the Fund to the fees and  services  of other types of entities
advised by the Manager.  In addition the Board  considered the potential  direct
and indirect  benefits  the Manager may receive as a result of its  relationship
with the Fund including  compensation to be paid to the Manager's affiliates and
research  that may be  provided to the Manager in  connection  with  permissible
brokerage arrangements (soft dollar arrangements). The Board reviewed the extent
to  which  economies  of scale  may be  realized  by the Fund and the  Manager's
voluntary  expense  limitations.  These  factors  were  also  considered  by the
Independent  Trustees  meeting  separately from the full Board with  experienced
counsel  to the Fund who  assisted  the Board in its  deliberations.  The Fund's
counsel is  independent  of the Manager within the meaning and intent of the SEC
Rules regarding  independence of counsel. Based on its review of the information
it received and its evaluations described above, the Board, including a majority
of the Independent  Trustees,  concluded that the nature,  extent and quality of
the  services to be  provided  to the Fund by the Manager  were a benefit to the
Fund and would be in the best  interest  of the Fund  shareholders  and that the
amount and structure of the  compensation  to be received by the Manager and its
affiliates   are  reasonable  in  relation  to  the  services  to  be  provided.
Accordingly,  the Board approved the Fund's investment advisory  agreement.  The
Board judged the terms and conditions of the advisory  agreement,  including the
management fee, in light of all of the surrounding circumstances.

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

Portfolio  Manager.  The Fund is managed  by George  Evans  (referred  to as the
"Portfolio Manager"). He is the person responsible for the day-to-day management
of the Fund's investments.

     | Other  Accounts  Managed.  In addition to managing the Fund's  investment
portfolio,  Mr.  Evans  also  manages  other  investment  portfolios  and  other
accounts,  on behalf of the  Manager  or its  affiliates.  The  following  table
provides  information  regarding the other  portfolios  and accounts  managed by
---------------------------------------------------------------------------------
Mr. Evans as of August 17, 2005.

No portfolio or account                 Registered    Other Pooled
has an advisory fee                     Investment     Investment       Other
based on performance:                   Companies       Vehicles      Accounts
---------------------------------------------------------------------------------
      ------------------------------------------------------------------------
      Accounts Managed
      ------------------------------------------------------------------------
      ------------------------------------------------------------------------
      Oppenheimer International      1,089**
      Growth
      ------------------------------------------------------------------------
      ------------------------------------------------------------------------
      MassMutual International        919*
      ------------------------------------------------------------------------
      ------------------------------------------------------------------------
      OFI International Equity         4*
      ------------------------------------------------------------------------
      ------------------------------------------------------------------------
      Panorama International          128*
      Equity
      ------------------------------------------------------------------------
      ------------------------------------------------------------------------
      Clarington International         9*
      ------------------------------------------------------------------------
      ------------------------------------------------------------------------
      US Allianz International         63*
      Growth
      ------------------------------------------------------------------------
      ------------------------------------------------------------------------

      ------------------------------------------------------------------------
      ------------------------------------------------------------------------
      Total Assets Managed*
      ------------------------------------------------------------------------
      * In millions.
      ** In billions

      As indicated above, the Portfolio Manager also manages other funds.
Potentially, at times, those responsibilities could conflict with the
interests of the Fund. That may occur whether the investment objective and
strategies of the other funds are the same as, or different from, the Fund's
investment objectives and strategies. For example, the Portfolio Manager may
need to allocate investment opportunities between the 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 the 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 Fund, the Manager could have an incentive to favor the other fund.
However, the Manager's compliance procedures and Code of Ethics recognize the
Manager's fiduciary obligations to treat all of its clients, including the
Fund, fairly and equitably, and are designed to preclude the Portfolio
Manager from favoring one client over another. It is possible, of course,
that those compliance procedures and the Code of Ethics may not always be
adequate to do so. At different times, the Fund's Portfolio Manager may
manage other funds or accounts with investment objectives and strategies
similar to those of the Fund, or may manage funds or accounts with different
investment objectives and strategies.

|     Compensation of the Portfolio Manager. The Fund's Portfolio Manager is
employed and compensated by the Manager, not the Fund. Under the Manager's
compensation program for its portfolio managers and portfolio analysts, their
compensation is based primarily on the investment performance results of the
funds and accounts they manage, rather than on the financial success of the
Manager. This is intended to align the portfolio managers' and analysts'
interests with the success of the funds and accounts and their shareholders.
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 August 17, 2005,
the 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.

      To help the Manager attract and retain talent, the base pay component
of the 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 the fund's pre-tax performance
for periods of up to five years, measured against an appropriate Lipper
benchmark selected by management. The Portfolio Manager does not receive
additional compensation with respect to the performance of the Fund. He is
compensated based on the performance of 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
Fund and other funds managed by the Portfolio Manager. The compensation
structure of certain other portfolios managed by the Portfolio Manager 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.

|     Ownership of Fund Shares. As of August 17, 2005, the Fund had not
commenced operations. Accordingly, the Portfolio Manager did not beneficially
own any shares of the Fund.

Brokerage Policies of the Fund

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

      Under the investment advisory agreement, in choosing brokers to execute
portfolio transactions for the Fund, the Manager may select brokers (other
than affiliates) that provide brokerage and/or research services to the Fund
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.

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

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

      Transactions in securities other than those for which an exchange is
the primary market are generally done with principals or market makers. In
transactions on foreign exchanges, the Fund may be required to pay fixed
brokerage commissions and therefore would not have the benefit of negotiated
commissions available in U.S. markets. Brokerage commissions are paid
primarily for transactions in listed securities or for certain fixed-income
agency transactions in the secondary market. Otherwise, brokerage commissions
are paid only if it appears likely that a better price or execution can be
obtained by doing so. In an option transaction, the Fund ordinarily uses the
same broker for the purchase or sale of the option and any transaction in the
securities to which the option relates.

      Other funds advised by the Manager have investment policies similar to
those of the Fund. Those other funds may purchase or sell the same securities
as the Fund at the same time as the Fund, which could affect the supply and
price of the securities. If two or more funds 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.

      In an option transaction, the Fund ordinarily uses the same broker for
the purchase or sale of the option and any transaction in the securities to
which the option relates. When possible, the Manager tries to combine
concurrent orders to purchase or sell the same security by more than one of
the accounts managed by the Manager or its affiliates. The transactions under
those combined orders are averaged as to price and allocated in accordance
with the purchase or sale orders actually placed for each account.

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

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

      The Board of Trustees permits the Manager to use stated commissions on
secondary fixed-income agency trades to obtain research if the broker
represents to the Manager that: (i) the trade is not from or for the broker's
own inventory, (ii) the trade was executed by the broker on an agency basis
at the stated commission, and (iii) the trade is not a riskless principal
transaction. The Board of Trustees permits the Manager to use 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
supplements the research activities of the Manager. That research provides
additional views and comparisons for consideration, and helps the Manager to
obtain market information for the valuation of securities that are either
held in the Fund's portfolio or are being considered for purchase. The
Manager provides information to the Board about the commissions paid to
brokers furnishing such services, together with the Manager's representation
that the amount of such commissions was reasonably related to the value or
benefit of such services.

Distribution and Service Plans

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

Distribution and Service Plans. The 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
Fund pays the Distributor for all or a portion of its costs incurred in
connection with the distribution and/or servicing of the shares of the
particular class. Each plan has been approved by a vote of the Board of
Trustees, including a majority of the Independent Trustees(1), cast in person
at a meeting called for the purpose of voting on that plan.

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

      Financial intermediaries, brokers and dealers may receive other
payments from the Distributor or the Manager from their own resources in
connection with the promotion and/or sale of shares of the Fund, including
payments to defray expenses incurred in connection with educational seminars
and meetings. The Manager or Distributor may share expenses incurred by
financial intermediaries in conducting training and educational meetings
about aspects of the Fund for employees of the intermediaries or for hosting
client seminars or meetings at which the Fund is discussed. In their sole
discretion, the Manager and/or the Distributor may increase or decrease the
amount of payments they make from their own resources for these purposes.

      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 Fund
automatically convert into Class A shares 72 months after purchase, the Fund
must obtain the approval of both Class A and Class B shareholders for a
proposed material amendment to the Class A Plan that would materially
increase payments under the plan. That approval must be by a "majority" (as
defined in the Investment Company Act) of the shares of each Class, voting
separately by class.

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

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

      Under the plans, no payment will be made to any recipient in any
quarter 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. The Board of Trustees has set no minimum amount of assets to
qualify for payments under the plans.

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

      With respect to purchases of Class A shares subject to a contingent
deferred sales charge by certain retirement plans that purchased such shares
prior to March 1, 2001 ("grandfathered retirement accounts"), the Distributor
currently intends to pay the service fee to recipients in advance for the
first year after the shares are purchased. During the first year the shares
are sold, the Distributor retains the service fee to reimburse itself for the
costs of distributing the shares. After the first year shares are
outstanding, the Distributor makes service fee payments to recipients
quarterly on those shares. The advance payment is based on the net asset
value of shares sold. Shares purchased by exchange do not qualify for the
advance service fee payment. If Class A shares purchased by grandfathered
retirement accounts 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.

      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.

|     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 Fund
under the plan during the period for which the fee is paid. The types of
services that recipients provide are similar to the services provided under
the Class A service plan, described above.

      Each Plan permits the Distributor to retain both the asset-based sales
charges and the service fees or to pay recipients the service fee on a
quarterly 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 service fee payments quarterly on those
shares. The advance payment is based on the net asset value of shares sold.
Shares purchased by exchange do not qualify for 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 an investor directly from the Distributor
without the investor designating another registered broker-dealer. If the
investor no longer has another broker-dealer of record for an existing
account, the Distributor is automatically designated as the broker-dealer of
record, but solely for the purpose of acting as the investor's agent to
purchase the shares. In those cases, the Distributor retains the asset-based
sales charge paid on Class B, 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 quarterly 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 Fund pays
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 Fund in various
         third-party distribution programs that may increase sales of Fund
         shares,
o     may experience increased difficulty selling the Fund's shares if
         payments under the plan are discontinued because most competitor
         funds have plans that pay dealers for rendering distribution
         services as much or more than the amounts currently being paid by
         the Fund, and
o     may not be able to continue providing, at the same or at a lesser cost,
         the same quality distribution sales efforts and services, or to
         obtain such services from brokers and dealers, if the plan payments
         were to be discontinued.

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

Performance of the Fund

Explanation of Performance Terminology. The Fund uses a variety of terms to
illustrate 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 Fund's Transfer Agent at
1.800.225.5677 or by visiting the OppenheimerFunds Internet website at
www.oppenheimerfunds.com.

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

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

o     Total returns measure the performance of a hypothetical account in the
         Fund over various periods and do not show the performance of each
         shareholder's account. Your account's performance will vary from the
         model performance data if your dividends are received in cash, or
         you buy or sell shares during the period, or you bought your shares
         at a different time and price than the shares used in the model.
o     The Fund's performance returns may not reflect the effect of taxes on
         dividends and capital gains distributions.
o     An investment in the Fund is not insured by the FDIC or any other
         government agency.
o     The principal value of the Fund's shares, and 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 Fund are affected by market
conditions, the quality of the Fund's investments, the maturity of those
investments, the types of investments the Fund holds, and its operating
expenses that are allocated to the particular class.

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

      In calculating total returns for Class A shares, the current maximum
sales charge of 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:

ERV  l/n  - 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 Fund during
the specified period. It is the rate of return based on the change in value
of a hypothetical initial investment of $1,000 ("P" in the formula below)
held for a number of years ("n" in the formula) to achieve an ending value
("ATVD" in the formula) of that investment, after taking into account the
effect of taxes on Fund distributions, but not on the redemption of Fund
shares, according to the following formula:

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

 P


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


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

 P


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

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

o     Total Returns at Net Asset Value. From time to time the Fund may also
quote a cumulative or an average annual total return "at net asset value"
(without deducting sales charges) for Class A, Class B, 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. The Fund compares its performance annually to
that of an appropriate broadly-based market index in its Annual Report to
shareholders. You can obtain that information by contacting the Transfer
Agent at the addresses or telephone numbers shown on the cover of this
Statement of Additional Information. The Fund may also compare its
performance to that of other investments, including other mutual funds, or
use rankings of its performance by independent ranking entities. Examples of
these performance comparisons are set forth below.

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

|X|   Morningstar Ratings. From time to time the Fund may publish the star
rating of the performance of its classes of shares by Morningstar, Inc., an
independent mutual fund monitoring service. Morningstar rates mutual funds in
their specialized market sector. The 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 fund's
monthly performance (including the effects of sales charges, loads, and
redemption fees), placing more emphasis on downward variations and rewarding
consistent performance. The top 10% of funds in each category receive 5
stars, the next 22.5% receive 4 stars, the next 35% receive 3 stars, the next
22.5% receive 2 stars, and the bottom 10% receive 1 star. (Each share class
is counted as a fraction of one fund within this scale and rated separately,
which may cause slight variations in the distribution percentages.) The
Overall Morningstar Rating for the fund is derived from a weighted average of
the performance figures associated with its three-, five-and ten-year (if
applicable) Morningstar Rating metrics.

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

      Investors may also wish to compare the returns on the Fund's share
classes to the return on fixed-income investments available from banks and
thrift institutions. Those include certificates of deposit, ordinary
interest-paying checking and savings accounts, and other forms of fixed or
variable time deposits, and various other instruments such as Treasury bills.
However, the Fund's returns and share 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 Fund may publish rankings or ratings of the
Manager or Transfer Agent, and of the investor services provided by them to
shareholders of the Oppenheimer funds, other than performance rankings of the
Oppenheimer funds themselves. Those ratings or rankings of shareholder and
investor services by third parties may include comparisons of their services
to those provided by other mutual fund families selected by the rating or
ranking services. They may be based upon the opinions of the rating or
ranking service itself, using its research or judgment, or based upon surveys
of investors, brokers, shareholders or others.

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

ABOUT YOUR ACCOUNT

How to Buy Shares

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

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

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

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

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

 Oppenheimer AMT-Free Municipals        Oppenheimer Limited Term Municipal Fund
 Oppenheimer    AMT-Free    New    York
 Municipals                             Oppenheimer Main Street Fund
 Oppenheimer Balanced Fund              Oppenheimer Main Street Opportunity Fund
 Oppenheimer California Municipal Fund  Oppenheimer Main Street Small Cap Fund
 Oppenheimer Capital Appreciation Fund  Oppenheimer MidCap Fund
 Oppenheimer Capital Income Fund        Oppenheimer New Jersey Municipal Fund
 Oppenheimer Champion Income Fund       Oppenheimer Pennsylvania Municipal Fund
 Oppenheimer   Convertible   Securities Oppenheimer   Principal   Protected  Main
 Fund                                   Street Fund
                                        Oppenheimer   Principal   Protected  Main
 Oppenheimer Core Bond Fund             Street Fund II
                                        Oppenheimer   Principal   Protected  Main
 Oppenheimer Developing Markets Fund    Street Fund III
 Oppenheimer   Disciplined   Allocation
 Fund                                   Oppenheimer Quest Balanced Fund
                                        Oppenheimer  Quest  Capital  Value  Fund,
 Oppenheimer Discovery Fund             Inc.
                                        Oppenheimer Quest International Value
 Oppenheimer Dividend Growth Fund       Fund, Inc.

 Oppenheimer Emerging Growth Fund       Oppenheimer Quest Opportunity Value Fund
 Oppenheimer Emerging Technologies Fund Oppenheimer Quest Value Fund, Inc.
 Oppenheimer Enterprise Fund            Oppenheimer Real Asset Fund
 Oppenheimer Equity Fund, Inc.          Oppenheimer Real Estate Fund
 Oppenheimer Global Fund                Oppenheimer Rochester National Municipals
 Oppenheimer Global Opportunities Fund  Oppenheimer Select Value Fund
 Oppenheimer Gold & Special Minerals
 Fund                                   Oppenheimer Senior Floating Rate Fund
 Oppenheimer Growth Fund                Oppenheimer Small-& Mid- Cap Value Fund
 Oppenheimer High Yield Fund            Oppenheimer Strategic Income Fund
 Oppenheimer International Bond Fund    Oppenheimer Total Return Bond Fund
 Oppenheimer International Diversified
 Fund                                   Oppenheimer U.S. Government Trust
 Oppenheimer International Growth Fund  Oppenheimer Value Fund
 Oppenheimer Large Cap Core Fund        Limited-Term New York Municipal Fund
 Oppenheimer International Value Fund   Rochester Fund Municipals
 Oppenheimer Limited Term California
 Municipal Fund
 Oppenheimer Limited-Term Government
 Fund
 Oppenheimer Portfolio Series:
    Conservative Investor Fund,
    Moderate Investor Fund,
    Aggressive Investor Fund,
    Active Allocation Fund


 And the following money market
 funds:
 Oppenheimer Cash Reserves              Centennial Money Market Trust
 Oppenheimer Money Market Fund, Inc.    Centennial New York Tax Exempt Trust
 Centennial California Tax Exempt Trust Centennial Tax Exempt Trust
 Centennial Government 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 Fund or other Oppenheimer funds during
a 13-month  period.  The total amount of your  purchases of Class A, Class B and
Class C shares will determine the sales charge rate that applies to your Class A
share purchases during that period. You can choose to include purchases that you
made up to 90 days before the date of the Letter.  Class A shares of Oppenheimer
Money  Market Fund 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 Fund and other  Oppenheimer  funds  during a 13-month  period (the
"Letter period").  At the investor's request, this may include purchases made up
to 90 days prior to the date of the  Letter.  The Letter  states the  investor's
intention to make the  aggregate  amount of purchases of shares which will equal
or exceed the amount specified in the Letter.  Purchases made by reinvestment of
dividends or capital gains  distributions  and purchases made at net asset value
(i.e.  without 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  Fund,  the
investor agrees to be bound by the amended terms and that those  amendments will
apply automatically to existing Letters.

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

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

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

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

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

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

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

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

     5. The shares  eligible  for  purchase  under the Letter (or the holding of
which may be counted toward completion of a Letter) include:

 (a)   Class A shares sold with a
             front-end sales charge or
             subject to a Class A
             contingent deferred sales
             charge,
 (b)   Class B and Class C shares of
             other Oppenheimer funds
             acquired subject to a
             contingent deferred sales
             charge, and
 (c)   Class A, Class B or Class C
             shares acquired by
             exchange of either (1)
             Class A shares of one of
             the other Oppenheimer
             funds that were acquired
             subject to a Class A
             initial or contingent
             deferred sales charge or
             (2) Class B 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  explained  in the  Prospectus,  you  must  initially
establish  your  account  with $500.  Subsequently,  you can  establish an Asset
Builder Plan to automatically  purchase  additional  shares directly from a bank
account for as little as $50. For those accounts  established  prior to November
1, 2002 and which have previously  established  Asset Builder Plans,  additional
purchases  will remain at $25.  Shares  purchased by Asset Builder Plan payments
from bank  accounts  are  subject  to the  redemption  restrictions  for  recent
purchases described in the Prospectus. Asset Builder Plans are available only if
your bank is an ACH member.  Asset  Builder  Plans may not be used to buy shares
for OppenheimerFunds  employer-sponsored  qualified  retirement accounts.  Asset
Builder Plans also enable shareholders of Oppenheimer Cash Reserves to use their
fund account to make monthly  automatic  purchases of shares of up to four other
Oppenheimer funds.

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

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

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

Classes of Shares.  Each class of shares of the Fund  represents  an interest in
the same portfolio of investments of the Fund. However, each class has different
shareholder  privileges and features.  The net income  attributable  to Class B,
Class C or Class 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 Fund. A salesperson  who is entitled to receive  compensation
from his or her firm for selling  Fund shares may  receive  different  levels of
compensation for selling one class of shares rather than another.

     The  Distributor  will not accept a purchase  order of $100,000 or more 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 an  investor
directly  from  the  Distributor   without  the  investor   designating  another
registered broker-dealer.

     |X| Class A Shares  Subject to a  Contingent  Deferred  Sales  Charge.  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,  as described in the
Prospectus, 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 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.  Additionally,  that  concession  will not be paid on purchases of Class A
shares by a retirement plan made with the redemption  proceeds of Class N shares
of one or more Oppenheimer funds 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 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 C 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.  The Fund  pays  expenses  related  to its  daily
operations,  such as custodian fees, Trustees' fees, transfer agency fees, legal
fees and auditing  costs.  Those  expenses are paid out of the Fund's assets and
are not paid directly by  shareholders.  However,  those expenses reduce the net
asset values of shares,  and  therefore  are  indirectly  borne by  shareholders
through their investment.

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

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

Fund Account Fees. As stated in the Prospectus,  a $12 annual  "Minimum  Balance
Fee" is assessed on the 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  the Fund has  elected,  in its
discretion, not to assess the Fund Account Fees. These exceptions are subject to
change:

o The Fund account whose shares were acquired after  September 30th of the prior
year;

o The Fund account that has a balance below $500 due to the automatic conversion
of shares from Class B to Class A shares.  However, once all Class B shares held
in the account have been converted to Class A shares the new account balance may
become subject to the Minimum Balance Fee;

o  Accounts  of  shareholders  who  elect  to  access  their  account  documents
electronically via eDoc Direct;

o The 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 The Fund  account  that  falls  below the $500  minimum  solely  due to market
fluctuations within the 12-month period preceding the date the fee is deducted.

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

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

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

     Dealers  other  than  Exchange  members  may  conduct  trading  in  certain
securities  on days on which the  Exchange  is closed  (including  weekends  and
holidays) or after 4:00 p.m. on a regular  business day.  Because the Fund's net
asset values will not be calculated  on those days,  the Fund's net asset values
per share may be significantly  affected on such days when  shareholders may not
purchase or redeem  shares.  Additionally,  trading on European  and Asian stock
exchanges and over-the-counter markets normally is completed before the close of
the Exchange.

     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 Exchange,  will not be reflected in the
Fund's  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.

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

     o Equity securities traded on a U.S. securities exchange or on Nasdaq(R)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 or on
Nasdaq,(R)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 the Fund's Board of
     Trustees or obtained by the Manager  from two active  market  makers in the
     security on the basis of reasonable inquiry.

     o The  following  securities  are valued at the mean  between the "bid" and
     "asked" prices determined by a pricing service approved by the Fund's Board
     of Trustees or obtained by the Manager from two active market makers in the
     security on the basis of reasonable inquiry:

          (1) debt  instruments  that have a maturity of more than 397 days when
          issued,

          (2) debt  instruments  that had a  maturity  of 397 days or less  when
          issued and have a remaining maturity of more than 60 days, and

          (3) non-money  market debt instruments that had a maturity of 397 days
          or less when issued and which have a remaining  maturity of 60 days or
          less.

     o The following securities are valued at cost, adjusted for amortization of
     premiums and accretion of discounts:

          (1) money market debt securities held by a non-money  market fund that
          had a maturity of less than 397 days when issued that have a remaining
          maturity of 60 days or less, and

          (2) debt instruments held by a money market fund that have a remaining
          maturity of 397 days or less.

o Securities  (including  restricted  securities)  not having  readily-available
market  quotations  are  valued  at fair  value  determined  under  the  Board's
procedures. If the Manager is unable to locate two market makers willing to give
quotes,  a  security  may be priced at the mean  between  the "bid" and  "asked"
prices  provided by a single  active market maker (which in certain cases may be
the "bid" price if no "asked" price is available).

     In the  case of 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
Board of  Trustees.  The pricing  service may use  "matrix"  comparisons  to the
prices for comparable  instruments on the basis of quality,  yield and maturity.
Other  special  factors may be involved  (such as the  tax-exempt  status of the
interest paid by municipal securities). The Manager will monitor the accuracy of
the pricing  services.  That  monitoring may include  comparing  prices used for
portfolio valuation to actual sales prices of selected securities.

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

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

 How to Sell Shares

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

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

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

o Class A shares purchased  subject to an initial sales charge or Class A shares
on which a contingent deferred sales charge was paid, or

o Class B shares  that were  subject to the Class B  contingent  deferred  sales
charge when redeemed.

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

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

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

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

Involuntary Redemptions. The Fund's Board of Trustees has the right to cause the
involuntary  redemption  of the shares held in any account if the  aggregate net
asset value of those shares is less than $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 (not less than 30 days).  The Board may  alternatively
set  requirements  for the shareholder to increase the investment,  or set other
terms and conditions so that the shares would not be involuntarily redeemed.

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

     If less than all shares  held in an account are  transferred,  and some but
not all shares in the account  would be subject to a contingent  deferred  sales
charge if redeemed at the time of  transfer,  the  priorities  described  in the
Prospectus  under "How to Buy Shares" for the imposition of the Class B, Class C
and Class 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 Fund's other redemption requirements.

     Participants     (other    than    self-employed    plan    sponsors)    in
OppenheimerFunds-sponsored  pension or  profit-sharing  plans with shares of the
Fund  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 Fund,  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 the Fund's agent to repurchase its shares from authorized dealers
or brokers  on behalf of their  customers.  Shareholders  should  contact  their
broker or dealer to arrange this type of redemption.  The  repurchase  price per
share will be the net asset value next computed after the  Distributor  receives
an order placed by the dealer or broker.  However, if the Distributor receives a
repurchase  order from a dealer or broker  after the close of the  Exchange on a
regular  business day, it will be processed at that day's net asset value if the
order was received by the dealer or broker from its customers  prior to the time
the Exchange closes.  Normally,  the Exchange closes at 4:00 p.m., but may do so
earlier on some days. Additionally,  the order must have been transmitted to and
received by the  Distributor  prior to its close of business  that day (normally
5:00 p.m.).

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

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

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

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

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

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

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

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

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

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

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

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

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

 How to Exchange Shares

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

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

    The following funds only offer
    Class A shares:
 Centennial California Tax Exempt 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 New Jersey Municipal Fund
   Oppenheimer AMT-Free Municipals         Oppenheimer Principal Protected Main
                                           Street Fund II
   Oppenheimer AMT-Free New York           Oppenheimer Pennsylvania Municipal Fund
   Municipals
   Oppenheimer California Municipal Fund   Oppenheimer Rochester National
                                           Municipals
   Oppenheimer International Value Fund    Oppenheimer Senior Floating Rate Fund
   Oppenheimer Limited Term California     Rochester Fund Municipals
   Municipal Fund
   Oppenheimer Limited Term Municipal
   Fund
   Oppenheimer Money Market Fund, Inc.

   The following funds do not offer Class Y shares:
   Limited Term New York Municipal Fund    Oppenheimer International Small Company
                                           Fund
   Oppenheimer AMT-Free Municipals        Oppenheimer Limited Term Municipal Fund
   Oppenheimer AMT-Free New York          Oppenheimer New Jersey Municipal Fund
   Municipals
   Oppenheimer Balanced Fund              Oppenheimer Pennsylvania Municipal Fund
   Oppenheimer California Municipal Fund  Oppenheimer Principal Protected Main
                                          Street Fund
   Oppenheimer Capital Income Fund        Oppenheimer Principal Protected Main
                                          Street Fund II
   Oppenheimer Cash Reserves              Oppenheimer Principal Protected Main
                                          Street Fund III
   Oppenheimer Champion Income Fund       Oppenheimer Quest Capital Value Fund, Inc.
   Oppenheimer Convertible Securities     Oppenheimer Quest International Value
   Fund                                   Fund, Inc.
   Oppenheimer Disciplined Allocation     Oppenheimer Rochester National Municipals
   Fund
   Oppenheimer Developing Markets Fund    Oppenheimer Senior Floating Rate Fund
   Oppenheimer Gold & Special Minerals    Oppenheimer Small- & Mid- Cap Value Fund
   Fund
   Oppenheimer International Growth Fund  Oppenheimer Total Return Bond Fund

o     Oppenheimer Money Market Fund, Inc. only offers Class A and Class Y
   shares.
o     Class Y shares of Oppenheimer Real Asset Fund may not be exchanged for
      shares of any other fund.
o     Class B, Class C and Class N shares of Oppenheimer Cash Reserves are
      generally available only by exchange from the same class of shares of
      other Oppenheimer funds or through OppenheimerFunds-sponsored 401(k)
      plans.
o     Class M shares of Oppenheimer Convertible Securities Fund may be
      exchanged only for Class A shares of other Oppenheimer funds. They may
      not be acquired by exchange of shares of any class of any other
      Oppenheimer funds except Class A shares of Oppenheimer Money Market
      Fund or Oppenheimer Cash Reserves acquired by exchange of Class M
      shares.
o     Class A shares of Oppenheimer funds may be exchanged at net asset value
      for shares of any money market fund offered by the Distributor. Shares
      of any money market fund purchased without a sales charge may be
      exchanged for shares of Oppenheimer funds offered with a sales charge
      upon payment of the sales charge. They may also be used to purchase
      shares of Oppenheimer funds subject to an early withdrawal charge or
      contingent deferred sales charge.
o     Shares of the Fund acquired by reinvestment of dividends or
      distributions from any of the other Oppenheimer funds or from any unit
      investment trust for which reinvestment arrangements have been made
      with the Distributor may be exchanged at net asset value for shares of
      any of the Oppenheimer funds.
o     Shares of Oppenheimer Principal Protected Main Street Fund may be
      exchanged at net asset value for shares of any of the Oppenheimer
      funds. However, shareholders are not permitted to exchange shares of
      other Oppenheimer funds for shares of Oppenheimer Principal Protected
      Main Street Fund until after the expiration of the warranty period
      (8/5/2010).
o     Shares of Oppenheimer Principal Protected Main Street Fund II may be
      exchanged at net asset value for shares of any of the Oppenheimer
      funds. However, shareholders are not permitted to exchange shares of
      other Oppenheimer funds for shares of Oppenheimer Principal Protected
      Main Street Fund II until after the expiration of the warranty period
      (2/4/2011).
o     Shares of Oppenheimer Principal Protected Main Street Fund III may be
      exchanged at net asset value for shares of any of the Oppenheimer
      funds. However, shareholders are not permitted to exchange shares of
      other Oppenheimer funds for shares of Oppenheimer Principal Protected
      Main Street Fund III until after the expiration of the warranty period
      (12/6/2011).

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Dividends, Capital Gains and Taxes

Dividends and Distributions. For some of the Underlying Funds, dividends will
be payable on shares held of record at the time of the previous determination
of net asset value, or as otherwise described in "How to Buy Shares."
Normally, purchase checks received from investors are converted to Federal
Funds on the next business day. Shares purchased through dealers or brokers
normally are paid for by the third business day following the placement of
the purchase order.

      Shares redeemed through the regular redemption procedure will be paid
dividends through and including the day on which the redemption request is
received by the Transfer Agent in proper form. Dividends will be declared on
shares repurchased by a dealer or broker for three business days following
the trade date (this is, up to and including the day prior to settlement of
the repurchase). If all shares in an account are redeemed, all dividends
accrued on shares of the same class in the account will be paid together with
the redemption proceeds.

      The Fund has 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 Fund's portfolio,
and expenses borne by the Fund or borne separately by a class. Dividends are
calculated in the same manner, at the same time, and on the same day for 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 Fund's Dividends, Distributions and Redemptions of
Shares. The federal tax treatment of the Fund's 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
Fund 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 Fund are urged to consult their tax
advisers with specific reference to their own tax circumstances as well as
the consequences of federal, state and local tax rules affecting an
investment in the Fund.

Generally, the character of the income or capital gains that the Fund
receives from the Underlying Funds will pass through to the Fund's
shareholders as long as the Fund and Underlying Funds continue to qualify as
regulated investment companies. However, short-term capital gains will be
taxed as ordinary income and therefore may not be offset against long-term
capital losses and foreign tax credits or deductions may not "pass through"
to the Fund's shareholders.

      Qualification as a Regulated Investment Company. The Fund has elected
to be taxed as a regulated investment company under Subchapter M of the
Internal Revenue Code of 1986, as amended. As a regulated investment company,
the Fund is not subject to federal income tax on the portion of its net
investment income (that is, taxable interest, dividends, and other taxable
ordinary income, net of expenses) and capital gain net income (that is, the
excess of net long-term capital gains over net short-term capital losses)
that it distributes to shareholders. That qualification enables the 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 the 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 the Fund might not meet in a particular year. If it did
not qualify as a regulated investment company, the Fund 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, the Fund must distribute
at least 90% of its investment company taxable income (in brief, net
investment income and the excess of net short-term capital gain over net
long-term capital loss) for the taxable year. The Fund must also satisfy
certain other requirements of the Internal Revenue Code, some of which are
described below. Distributions by the Fund made during the taxable year or,
under specified circumstances, within 12 months after the close of the
taxable year, will be considered distributions of income and gains for the
taxable year and will therefore count toward satisfaction of the
above-mentioned requirement.

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

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

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

      Taxation of Fund Distributions. The Fund anticipates distributing
substantially all of its 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.

      Special provisions of the Internal Revenue Code govern the eligibility
of the 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 the Fund that may qualify for the
deduction is limited to the aggregate amount of qualifying dividends that the
Fund derives from portfolio investments that the 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 the 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 Fund may either retain or distribute to shareholders its net
capital gain for each taxable year. The Fund currently intends to distribute
any such amounts. If net long term capital gains are distributed and
designated as a capital gain distribution, it will be taxable to shareholders
as a long-term capital gain and will be properly identified in reports sent
to shareholders in January of each year. Such treatment will apply no matter
how long the shareholder has held his or her shares or whether that gain was
recognized by the Fund before the shareholder acquired his or her shares.

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

      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 Fund may 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 Fund that do not constitute ordinary income
dividends or capital gain distributions will be treated as a return of
capital to the extent of the shareholder's tax basis in their shares. Any
excess will be treated as gain from the sale of those shares, as discussed
below. Shareholders will be advised annually as to the U.S. federal income
tax consequences of distributions made (or deemed made) during the year. If
prior distributions made by the Fund must be re-characterized as a
non-taxable return of capital at the end of the fiscal year as a result of
the effect of the Fund's investment policies, they will be identified as such
in notices sent to shareholders.

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

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

      Tax Effects of Redemptions of Shares. If a shareholder redeems all or a
portion of his/her shares, the shareholder will recognize a gain or loss on
the redeemed shares in an amount equal to the difference between the proceeds
of the redeemed shares and the shareholder's adjusted tax basis in the
shares. All or a portion of any loss recognized in that manner may be
disallowed if the shareholder purchases other shares of the Fund within 30
days before or after the redemption.

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

      If the ordinary income dividends from the Fund are effectively
connected with the conduct of a U.S. trade or business, then the foreign
person may claim an exemption from the U.S. tax described above provided the
Fund obtains a properly completed and signed Certificate of Foreign Status.
If the foreign person fails to provide a certification of his/her foreign
status, the Fund will be required to withhold U.S. tax at a rate of 28% on
ordinary income dividends, 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.

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

Dividend Reinvestment in Another Fund. Shareholders of the Fund may elect to
reinvest all dividends and/or capital gains distributions in shares of the
same class of any of the other Oppenheimer funds listed above. Reinvestment
will be made 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 Fund

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

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

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

Independent Registered Public Accounting Firm. Ernst & Young, LLP serves as
the Independent Registered Public Accounting Firm for the Fund. Ernst &
Young, LLP audits the Fund's financial statements and performs other related
audit services. Ernst & Young, 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 Ernst & Young LLP to the
Fund must be pre-approved by the Audit Committee.








           Report of Independent Registered Public Accounting Firm


To the Shareholder and
Board of Trustees of
Oppenheimer International Diversified Fund

We have  audited  the  accompanying  statement  of assets and  liabilities  of
Oppenheimer  International  Diversified  Fund (the  "Fund")  as of August  25,
2005,  and the related  statement  of  operations  for the period from June 6,
2005 (date of  organization)  to August 25, 2005.  These financial  statements
are the  responsibility  of the Fund's  management.  Our  responsibility is to
express an opinion on these financial statements based on our audit.

We conducted our audit in accordance  with the standards of the Public Company
Accounting  Oversight Board (United States).  Those standards  require that we
plan and perform the audit to obtain  reasonable  assurance  about whether the
financial  statements are free of material  misstatement.  We were not engaged
to perform an audit of the Fund's internal  control over financial  reporting.
Our audit included  consideration of internal control over financial reporting
as a  basis  for  designing  audit  procedures  that  are  appropriate  in the
circumstances,  but  not for the  purpose  of  expressing  an  opinion  on the
effectiveness  of  the  Fund's  internal  control  over  financial  reporting.
Accordingly,  we express no such opinion. An audit also includes examining, on
a  test  basis,  evidence  supporting  the  amounts  and  disclosures  in  the
financial   statements,   assessing  the   accounting   principles   used  and
significant   estimates  made  by  management,   and  evaluating  the  overall
financial  statement  presentation.  We  believe  that our  audit  provides  a
reasonable basis for our opinion.

In our opinion,  the financial statements referred to above present fairly, in
all material  respects,  the financial  position of Oppenheimer  International
Diversified  Fund at August 25, 2005 and the results of its operations for the
period  from  June 6,  2005  (date of  organization)  to  August  25,  2005 in
conformity with U.S. generally accepted accounting principles.




                                          ERNST & YOUNG LLP


New York, New York
August 30, 2005








                  Oppenheimer International Diversified Fund

                     Statement of Assets and Liabilities
                               August 25, 2005

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

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

 ASSETS:







 Cash
                       $104,000






 Receivable from the Adviser
                         25,000






    Total Assets
                        129,000














 LIABILITIES:







 Payable for organization and
 initial offering costs
                         25,000














 Net Assets
                       $104,000














 COMPOSITION OF NET ASSETS







 Par value of shares of
 beneficial interest
                            $10






 Additional paid-in capital
                        103,990














 Net Assets
                       $104,000
















            Class A
            -------
            Class B
            -------
            Class C
            -------
            Class N
            -------
            Class Y
            -------









 NET ASSETS - Applicable to
 10,000 Class A shares,







 100 Class B shares, 100 Class
 C shares, 100 Class N







 shares and 100 Class Y shares
 of beneficial interest







 outstanding, $.001 par value,
 unlimited shares authorized
                       $104,000
                       $100,000
                         $1,000
                         $1,000
                         $1,000
                         $1,000









 NET ASSET VALUE PER SHARE
 (net assets divided by







 10,000, 100, 100, 100 and 100

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

 shares of








 beneficial interest
 outstanding of Class A, B, C,
 N and Y







 respectively)

                         $10.00
                         $10.00
                         $10.00
                         $10.00
                         $10.00

















 MAXIMUM OFFERING PRICE PER
 SHARE (net asset







 value plus sales charge of
 5.75% of offering price







 for Class A shares)

                         $10.61
                         $10.00
                         $10.00
                         $10.00
                         $10.00


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

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

---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
See accompanying Notes to Financial Statements
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------

---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
                            Statement of Operations
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
For the Period from June 6, 2005 (date of organization) through August 25, 2005
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------

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

---------------------------------------------------------------------------------
---------------------------------------------
INVESTMENT INCOME:                   $     -
---------------------------------------------
---------------------------------------------

---------------------------------------------
---------------------------------------------
EXPENSES:
---------------------------------------------
---------------------------------------------
Organization and initial              25,000
offering costs
---------------------------------------------
---------------------------------------------
Less: Reimbursement of              (25,000)
expenses by the Adviser
---------------------------------------------
---------------------------------------------

---------------------------------------------
---------------------------------------------
NET INVESTMENT INCOME                $     -
--------------------------------=============
--------------------------------=============

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









Notes to Financial Statements:

Note 1. Organization

Oppenheimer International Diversified Fund (the "Fund") was organized as a
business trust in the Commonwealth of Massachusetts on June 6, 2005 as a
diversified, open-end management investment company registered under the
Investment Company Act, as amended. The 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 the Fund will invest in a portfolio consisting of an
allocation in Class A or Class Y shares of other Oppenheimer funds, referred
to as "Underlying Funds."

The Fund has had no operations through August 25, 2005 other than those
relating to organizational matters and the sale and issuance of 10,000 Class
A shares, 100 Class B shares, 100 Class C shares, 100 Class N shares and 100
Class Y shares of beneficial interest to OppenheimerFunds, Inc. ("OFI" or the
"Adviser").

On June 9, 2005, the Fund's Board of Trustees approved an Investment Advisory
Agreement with OFI and a Distributor's Agreement with OppenheimerFunds
Distributor, Inc. ("OFDI" or the "Distributor"), a wholly-owned subsidiary of
OFI.

The Fund seeks to maximize total return through both capital appreciation and
income.

The Fund offers Class A, Class B, Class C, Class N and Class Y shares of
beneficial interest. Class A shares are sold at their offering price, which
is normally net asset value plus a front-end sales charge. Class B, Class C
and Class N shares are sold at net asset value, without a front-end sales
charge, but may be subject to a contingent deferred sales charge (CDSC).
Class N shares are sold only through retirement plans. Retirement plans that
offer Class N shares may impose charges on those accounts. Class Y shares are
sold to certain institutional investors without either a front-end sales
charge or a CDSC, however, the institutional investor may impose charges on
those accounts.

Note 2. Significant Accounting Policies

The Fund's financial statements are prepared in conformity with U.S.
generally accepted accounting principles, which may require the use of
management estimates and assumptions. Actual results could differ from those
estimates.

OFI has directly assumed certain organization and initial offering costs of
the Fund, which are estimated at $100,000, and has also agreed to voluntarily
reimburse the Fund for organization and initial offering costs borne directly
by the Fund, which are estimated at $25,000.

Income, expenses (other than those attributable to a specific class), gains
and losses are allocated on a daily basis to each class of shares based upon
the relative proportion of net assets represented by such class. Operating
expenses directly attributable to a specific class are charged against the
operations of that class.

The Fund intends to comply in its initial fiscal year and thereafter with
provisions of the Internal Revenue Code applicable to regulated investment
companies and as such, will not be subject to federal income taxes on
otherwise taxable income (including net realized capital gains) distributed
to shareholders.

Note 3. Fees and Other Transactions with Affiliated Parties


The Fund will not be charged a direct advisory fee, however, the Fund will
pay indirect advisory fees and other expenses as a result of its investments
in the Underlying Funds.


OppenheimerFunds Services ("OFS"), a division of the Adviser, acts as the
transfer and shareholder servicing agent for the Fund. The Fund will pay OFS
a per account fee. OFS has voluntarily agreed to limit transfer and
shareholder servicing agent fees paid directly by the Fund to an annual rate
of 0.35% of the average daily net assets of each class.

OFDI acts as the principal underwriter in the continuous public offering of
shares of the Fund. The Fund has adopted a Service Plan for Class A shares
that reimburses the Distributor for a portion of its costs incurred for
services provided to accounts that hold Class A shares. Reimbursement is made
quarterly at an annual rate up to 0.25% of average daily net assets of Class
A shares of the Fund. The Fund has adopted Distribution and Service Plans for
Class B, Class C and Class N shares. Under the plans, the Fund pays the
Distributor an annual asset-based service fee of 0.75% per year on Class B
and Class C shares and 0.25% on Class N shares. The Distributor also receives
a service fee of up to 0.25% per year under each plan on Class B, Class C and
Class N shares.

Note 4. Pending Litigation

A consolidated amended complaint has been filed as putative derivative and
class actions against the Adviser, OFS and the Distributor (collectively, the
"Oppenheimer defendants"), as well as 51 of the Oppenheimer funds
(collectively, the "funds" as "Nominal Defendants") not including the Fund,
30 present and former Directors or Trustees and eight present and former
officers of the funds. This complaint, initially filed in the U.S. District
Court for the Southern District of New York on January 10, 2005 and amended
on March 4, 2005, consolidates into a single action and amends six individual
previously-filed putative derivative and class action complaints. Like those
prior complaints, the complaint alleges that the Adviser charged excessive
fees for distribution and other costs, improperly used assets of the funds in
the form of directed brokerage commissions and 12b-1 fees to pay brokers to
promote sales of the funds, and failed to properly disclose the use of assets
of the funds to make those payments in violation of the Investment Company
Act and the Investment Advisers Act of 1940. Also, like those prior
complaints, the complaint further alleges that by permitting and/or
participating in those actions, the Directors/Trustees and the Officers
breached their fiduciary duties to shareholders of the funds under the
Investment Company Act and at common law. The complaint seeks unspecified
compensatory and punitive damages, rescission of the funds' investment
advisory agreements, an accounting of all fees paid, and an award of
attorneys' fees and litigation expenses.

The Oppenheimer defendants believe that the allegations contained in the
Complaints are without merit and that they, the funds named as Nominal
Defendants, and the directors/trustees of those funds have meritorious
defenses against the claims asserted. The Oppenheimer defendants intend to
defend these lawsuits vigorously and to contest any claimed liability. The
Oppenheimer defendants believe that it is premature to render any opinion as
to the likelihood of an outcome unfavorable to them and that no estimate can
yet be made with any degree of certainty as to the amount or range of any
potential loss.






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-1
Appendix B

Industry Classifications

Aerospace & Defense                  Household Products
Air Freight & Couriers               Industrial Conglomerates
Airlines                             Insurance
Auto Components                      Internet & Catalog Retail
Automobiles                          Internet Software & Services
Beverages                            IT Services
Biotechnology                        Leisure Equipment & Products
Building Products                    Machinery
Chemicals                            Marine
Consumer Finance                     Media
Commercial Banks                     Metals & Mining
Commercial Services & Supplies       Multiline Retail
Communications Equipment             Multi-Utilities
Computers & Peripherals              Office Electronics
Construction & Engineering           Oil & Gas
Construction Materials               Paper & Forest Products
Containers & Packaging               Personal Products
Distributors                         Pharmaceuticals
Diversified Financial Services       Real Estate
Diversified Telecommunication        Road & Rail
Services
Electric Utilities                   Semiconductors and Semiconductor
                                     Equipment
Electrical Equipment                 Software
Electronic Equipment & Instruments   Specialty Retail
Energy Equipment & Services          Textiles, Apparel & Luxury Goods
Food & Staples Retailing             Thrifts & Mortgage Finance
Food Products                        Tobacco
Gas Utilities                        Trading Companies & Distributors
Health Care Equipment & Supplies     Transportation Infrastructure
Health Care Providers & Services     Water Utilities
Hotels Restaurants & Leisure         Wireless Telecommunication Services
Household Durables











                                      14


Appendix C
----------

OppenheimerFunds Special Sales Charge Arrangements and Waivers
--------------------------------------------------------------

In certain cases, the initial sales charge that applies to purchases of Class
A shares(2) of the Oppenheimer funds or the contingent deferred sales charge
that may apply to Class A, Class B or Class C shares may be waived.(3) That
is because of the economies of sales efforts realized by OppenheimerFunds
Distributor, Inc., (referred to in this document as the "Distributor"), or by
dealers or other financial institutions that offer those shares to certain
classes of investors.

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

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

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

Waivers that apply at the time shares are redeemed must be requested by the
shareholder and/or dealer in the redemption request.









I. Applicability of Class A Contingent Deferred Sales Charges in Certain Cases

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

Purchases of Class A Shares of Oppenheimer Funds That Are Not Subject to
Initial Sales Charge but May Be Subject to the Class A Contingent Deferred
Sales Charge (unless a waiver applies).

      There is no initial sales charge on purchases of Class A shares of any
of the Oppenheimer funds in the cases listed below. However, these purchases
may be subject to the Class A contingent deferred sales charge if redeemed
within 18 months (24 months in the case of Oppenheimer Rochester National
Municipals and Rochester Fund Municipals) of the beginning of the calendar
month of their purchase, as described in the Prospectus (unless a waiver
described elsewhere in this Appendix applies to the redemption).
Additionally, on shares purchased under these waivers that are subject to the
Class A contingent deferred sales charge, the Distributor will pay the
applicable concession described in the Prospectus under "Class A Contingent
Deferred Sales Charge."(6) This waiver provision applies to:
o     Purchases of Class A shares aggregating $1 million or more.
o     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.
o     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.
o     Purchases of Class A shares by Retirement Plans that have any of the
      following record-keeping arrangements:
         1) The record keeping is performed by Merrill Lynch Pierce Fenner &
            Smith, Inc. ("Merrill Lynch") on a daily valuation basis for the
            Retirement Plan. On the date the plan sponsor signs the
            record-keeping service agreement with Merrill Lynch, the Plan
            must have $3 million or more of its assets invested in (a) mutual
            funds, other than those advised or managed by Merrill Lynch
            Investment Management, L.P. ("MLIM"), that are made available
            under a Service Agreement between Merrill Lynch and the mutual
            fund's principal underwriter or distributor, and (b) funds
            advised or managed by MLIM (the funds described in (a) and (b)
            are referred to as "Applicable Investments").
         2) The record keeping for the Retirement Plan is performed on a
            daily valuation basis by a record keeper whose services are
            provided under a contract or arrangement between the Retirement
            Plan and Merrill Lynch. On the date the plan sponsor signs the
            record keeping service agreement with Merrill Lynch, the Plan
            must have $3 million or more of its assets (excluding assets
            invested in money market funds) invested in Applicable
            Investments.
         3) The record keeping for a Retirement Plan is handled under a
            service agreement with Merrill Lynch and on the date the plan
            sponsor signs that agreement, the Plan has 500 or more eligible
            employees (as determined by the Merrill Lynch plan conversion
            manager).









          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):
o     The Manager or its affiliates.
o     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.
o     Registered management investment companies, or separate accounts of
      insurance companies having an agreement with the Manager or the
      Distributor for that purpose.
o     Dealers or brokers that have a sales agreement with the Distributor, if
      they purchase shares for their own accounts or for retirement plans for
      their employees.
o     Employees and registered representatives (and their spouses) of dealers
      or brokers described 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).
o     Dealers, brokers, banks or registered investment advisors that have
      entered into an agreement with the Distributor providing specifically
      for the use of shares of the Fund in particular investment products
      made available to their clients. Those clients may be charged a
      transaction fee by their dealer, broker, bank or advisor for the
      purchase or sale of Fund shares.
o     Investment advisors and financial planners who have entered into an
      agreement for this purpose with the Distributor and who charge an
      advisory, consulting or other fee for their services and buy shares for
      their own accounts or the accounts of their clients.
o     "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.
o     Clients of investment advisors or financial planners (that have entered
      into an agreement for this purpose with the Distributor) who buy shares
      for their own accounts may also purchase shares without sales charge
      but only if their accounts are linked to a master account of their
      investment advisor or financial planner on the books and records of the
      broker, agent or financial intermediary with which the Distributor has
      made such special arrangements. Each of these investors may be charged
      a fee by the broker, agent or financial intermediary for purchasing
      shares.
o     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.
o     Accounts for which Oppenheimer Capital (or its successor) is the
      investment advisor (the Distributor must be advised of this
      arrangement) and persons who are directors or trustees of the company
      or trust which is the beneficial owner of such accounts.
o     A unit investment trust that has entered into an appropriate agreement
      with the Distributor.
o     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.
o     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.
o     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.
o     A qualified Retirement Plan that had agreed with the former Quest for
      Value Advisors to purchase shares of any of the Former Quest for Value
      Funds at net asset value, with such shares to be held through
      DCXchange, a sub-transfer agency mutual fund clearinghouse, if that
      arrangement was consummated and share purchases commenced by December
      31, 1996.

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

Class A shares issued or purchased in the following transactions are not
subject to sales charges (and no concessions are paid by the Distributor on
such purchases):
o     Shares issued in plans of reorganization, such as mergers, asset
      acquisitions and exchange offers, to which the Fund is a party.
o     Shares purchased by the reinvestment of dividends or other
      distributions reinvested from the Fund or other Oppenheimer funds
      (other than Oppenheimer Cash Reserves) or unit investment trusts for
      which reinvestment arrangements have been made with the Distributor.
o     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.
o     Shares purchased in amounts of less than $5.

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:
o     To make Automatic Withdrawal Plan payments that are limited annually to
      no more than 12% of the account value adjusted annually.
o     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).
o     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.
o     Hardship withdrawals, as defined in the plan.(7)
         5) Under a Qualified Domestic Relations Order, as defined in the
            Internal Revenue Code, or, in the case of an IRA, a divorce or
            separation agreement described in Section 71(b) of the Internal
            Revenue Code.
         6) To meet the minimum distribution requirements of the Internal
            Revenue Code.
         7) To make "substantially equal periodic payments" as described in
            Section 72(t) of the Internal Revenue Code.
         8) For loans to participants or beneficiaries.
         9) Separation from service.(8)
         10)      Participant-directed redemptions to purchase shares of a
            mutual fund (other than a fund managed by the Manager or a
            subsidiary of the Manager) if the plan has made special
            arrangements with the Distributor.
         11)      Plan termination or "in-service distributions," if the
            redemption proceeds are rolled over directly to an
            OppenheimerFunds-sponsored IRA.
o     For distributions from 401(k) plans sponsored by broker-dealers that
      have entered into a special agreement with the Distributor allowing
      this waiver.
o     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.
o     For distributions from retirement plans which are part of a retirement
      plan product or platform offered by certain banks, broker-dealers,
      financial advisors, insurance companies or record keepers which have
      entered into a special agreement with the Distributor.


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

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

The Class B, Class C and Class N contingent deferred sales charges will not
be applied to shares purchased in certain types of transactions or redeemed
in certain circumstances described below.

A. Waivers for Redemptions in Certain Cases.

The Class B, Class C and Class N contingent deferred sales charges will be
waived for redemptions of shares in the following cases:
o     Shares redeemed involuntarily, as described in "Shareholder Account
      Rules and Policies," in the applicable Prospectus.
o     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.
o     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 by the Social Security Administration.
o     Distributions from accounts for which the broker-dealer of record has
      entered into a special agreement with the Distributor allowing this
      waiver.
o     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.
o     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.
o     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.
o     Distributions(9) from Retirement Plans or other employee benefit plans
      for any of the following purposes:
         1) Following the death or disability (as defined in the Internal
            Revenue Code) of the participant or beneficiary. The death or
            disability must occur after the participant's account was
            established in an Oppenheimer fund.
         2) To return excess contributions made to a participant's account.
         3) To return contributions made due to a mistake of fact.
         4) To make hardship withdrawals, as defined in the plan.(10)
         5) To make distributions required under a Qualified Domestic
            Relations Order or, in the case of an IRA, a divorce or
            separation agreement described in Section 71(b) of the Internal
            Revenue Code.
         6) To meet the minimum distribution requirements of the Internal
            Revenue Code.
         7) To make "substantially equal periodic payments" as described in
            Section 72(t) of the Internal Revenue Code.
         8) For loans to participants or beneficiaries.(11)
         9) On account of the participant's separation from service.(12)
         10)      Participant-directed redemptions to purchase shares of a
            mutual fund (other than a fund managed by the Manager or a
            subsidiary of the Manager) offered as an investment option in a
            Retirement Plan if the plan has made special arrangements with
            the Distributor.
         11)      Distributions made on account of a plan termination or
            "in-service" distributions, if the redemption proceeds are rolled
            over directly to an OppenheimerFunds-sponsored IRA.
         12)      For distributions from a participant's account under an
            Automatic Withdrawal Plan after the participant reaches age 59 1/2,
            as long as the aggregate value of the distributions does not
            exceed 10% of the account's value, adjusted annually.
         13)      Redemptions of Class B shares under an Automatic Withdrawal
            Plan for an account other than a Retirement Plan, if the
            aggregate value of the redeemed shares does not exceed 10% of the
            account's value, adjusted annually.
         14)      For distributions from 401(k) plans sponsored by
            broker-dealers that have entered into a special arrangement with
            the Distributor allowing this waiver.
o     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:
o     Shares sold to the Manager or its affiliates.
o     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.
o     Shares issued in plans of reorganization to which the Fund is a party.
o     Shares sold to present or former officers, directors, trustees or
      employees (and their "immediate families" as defined above in Section
      I.A.) of the Fund, the Manager and its affiliates and retirement plans
      established by them for their employees.









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

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

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

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

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

      All of the funds listed above are referred to in this Appendix as the
"Former Quest for Value Funds." The waivers of initial and contingent
deferred sales charges described in this Appendix apply to shares of an
Oppenheimer fund that are either:
o     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
o     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.

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


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


--------------------------------------------------------------------------------
                      Initial Sales       Initial Sales Charge   Concession as
Number of Eligible    Charge as a % of    as a % of Net Amount   % of Offering
Employees or Members  Offering Price      Invested               Price
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
9 or Fewer            2.50%               2.56%                  2.00%
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
At  least  10 but not 2.00%               2.04%                  1.60%
more than 49
--------------------------------------------------------------------------------

------------------------------------------------------------------------------
      For purchases by Associations having 50 or more eligible employees or
members, there is no initial sales charge on purchases of Class A shares, but
those shares are subject to the Class A contingent deferred sales charge
described in the applicable fund's Prospectus.







      Purchases made under this arrangement qualify for the lower of either
the sales charge rate in the table based on the number of members of an
Association, or the sales charge rate that applies under the Right of
Accumulation described in the applicable fund's Prospectus and Statement of
Additional Information. Individuals who qualify under this arrangement for
reduced sales charge rates as members of Associations also may purchase
shares for their individual or custodial accounts at these reduced sales
charge rates, upon request to the Distributor.

|_|   Waiver of Class A Sales Charges for Certain Shareholders. Class A
         shares purchased by the following investors are not subject to any
         Class A initial or contingent deferred sales charges:
o     Shareholders who were shareholders of the AMA Family of Funds on
            February 28, 1991 and who acquired shares of any of the Former
            Quest for Value Funds by merger of a portfolio of the AMA Family
            of Funds.
o     Shareholders who acquired shares of any Former Quest for Value Fund by
            merger of any of the portfolios of the Unified Funds.

|_|   Waiver of Class A Contingent Deferred Sales Charge in Certain
         Transactions. The Class A contingent deferred sales charge will not
         apply to redemptions of Class A shares purchased by the following
         investors who were shareholders of any Former Quest for Value Fund:

      Investors who purchased Class A shares from a dealer that is or was not
permitted to receive a sales load or redemption fee imposed on a shareholder
with whom that dealer has a fiduciary relationship, under the Employee
Retirement Income Security Act of 1974 and regulations adopted under that law.

B. Class A, Class B and Class C Contingent Deferred Sales Charge Waivers.

|_|   Waivers for Redemptions of Shares Purchased Prior to March 6, 1995. In
         the following cases, the contingent deferred sales charge will be
         waived for redemptions of Class A, Class B or Class C shares of an
         Oppenheimer fund. The shares must have been acquired by the merger
         of a Former Quest for Value Fund into the fund or by exchange from
         an Oppenheimer fund that was a Former Quest for Value Fund or into
         which such fund merged. Those shares must have been purchased prior
         to March 6, 1995 in connection with:
o     withdrawals under an automatic withdrawal plan holding only either
            Class B or Class C shares if the annual withdrawal does not
            exceed 10% of the initial value of the account value, adjusted
            annually, and
o     liquidation of a shareholder's account if the aggregate net asset value
            of shares held in the account is less than the required minimum
            value of such accounts.

|_|   Waivers for Redemptions of Shares Purchased on or After March 6, 1995
         but Prior to November 24, 1995. In the following cases, the
         contingent deferred sales charge will be waived for redemptions of
         Class A, Class B or Class C shares of an Oppenheimer fund. The
         shares must have been acquired by the merger of a Former Quest for
         Value Fund into the fund or by exchange from an Oppenheimer fund
         that was a Former Quest For Value Fund or into which such Former
         Quest for Value Fund merged. Those shares must have been purchased
         on or after March 6, 1995, but prior to November 24, 1995:
o     redemptions following the death or disability of the shareholder(s) (as
            evidenced by a determination of total disability by the U.S.
            Social Security Administration);
o     withdrawals under an automatic withdrawal plan (but only for Class B or
            Class C shares) where the annual withdrawals do not exceed 10% of
            the initial value of the account value; adjusted annually, and
o     liquidation of a shareholder's account if the aggregate net asset value
            of shares held in the account is less than the required minimum
            account value.
      A shareholder's account will be credited with the amount of any
contingent deferred sales charge paid on the redemption of any Class A, Class
B or Class C shares of the Oppenheimer fund described in this section if the
proceeds are invested in the same Class of shares in that fund or another
Oppenheimer fund within 90 days after redemption.


     V. Special Sales Charge Arrangements for Shareholders of Certain
 Oppenheimer Funds Who Were Shareholders of Connecticut Mutual Investment

                              Accounts, Inc.
---------------------------------------------------------------------------

The initial and contingent  deferred sale charge rates and waivers for Class A
and Class B shares  described in the respective  Prospectus (or this Appendix)
of the  following  Oppenheimer  funds (each is referred to as a "Fund" in this
section):
   Oppenheimer U. S. Government Trust,
   Oppenheimer Core Bond Fund,
   Oppenheimer Value Fund and
   Oppenheimer Disciplined Allocation Fund
are  modified  as  described  below  for  those  Fund  shareholders  who  were
shareholders of the following  funds  (referred to as the "Former  Connecticut
Mutual  Funds")  on March 1,  1996,  when  OppenheimerFunds,  Inc.  became the
investment adviser to the Former Connecticut Mutual Funds:
   Connecticut Mutual Liquid Account         Connecticut  Mutual  Total Return
   Account
   Connecticut Mutual Government Securities Account   CMIA   LifeSpan    Capital
   Appreciation Account
   Connecticut Mutual Income Account         CMIA LifeSpan Balanced Account
   Connecticut Mutual Growth Account         CMIA Diversified Income Account

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

|_|   Class A Contingent Deferred Sales Charge. Certain shareholders of the
         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 the 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 the Fund and the other Former Connecticut
Mutual Funds that were purchased at net asset value prior to March 18, 1996,
remain subject to the prior Class A CDSC, or if any additional shares are
purchased by those shareholders at net asset value pursuant to this
arrangement they will be subject to the prior Class A CDSC.

|-|





      Class A Sales Charge Waivers. Additional Class A shares of the 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 the 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 the 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 the Fund and exchanges of Class A or Class B
shares of the 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;
o     as tax-free returns of excess contributions to such retirement or
   employee benefit plans;
   5) in whole or in part, in connection with shares sold to any state,
      county, or city, or any instrumentality, department, authority, or
      agency thereof, that is prohibited by applicable investment laws from
      paying a sales charge or concession in connection with the purchase of
      shares of any registered investment management company;
   6) in connection with the redemption of shares of the Fund due to a
      combination with another investment company by virtue of a merger,
      acquisition or similar reorganization transaction;
   7) in connection with the Fund's right to involuntarily redeem or
      liquidate the Fund;
   8) in connection with automatic redemptions of Class A shares and Class B
      shares in certain retirement plan accounts pursuant to an Automatic
      Withdrawal Plan but limited to no more than 12% of the original value
      annually; or
   9) as involuntary redemptions of shares by operation of law, or under
      procedures set forth in the Fund's Articles of Incorporation, or as
      adopted by the Board of Directors of the Fund.


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

                                 Funds, Inc.
------------------------------------------------------------------------------

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


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

                         Convertible Securities Fund
------------------------------------------------------------------------------

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










Oppenheimer International Diversified 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
      Ernst & Young LLP
      5 Times Square
      New York, New York 10036

Legal Counsel
      Mayer, Brown, Rowe & Maw LLP
      1675 Broadway
      New York, New York 10019

[GRAPHIC OMITTED][GRAPHIC OMITTED]

PX195.001.0905



(1) In accordance with Rule 12b-1 of the Investment Company Act, the term
"Independent Trustees" in this Statement of Additional Information refers to
those Trustees who are not "interested persons" of the Fund and who do not
have any direct or indirect financial interest in the operation of the
distribution plan or any agreement under the plan.
(2) Certain waivers also apply to Class M shares of Oppenheimer Convertible
Securities Fund.
(3) In the case of Oppenheimer Senior Floating Rate Fund, a
continuously-offered closed-end fund, references to contingent deferred sales
charges mean the Fund's Early Withdrawal Charges and references to
"redemptions" mean "repurchases" of shares.
(4) An "employee benefit plan" means any plan or arrangement, whether or not
it is "qualified" under the Internal Revenue Code, under which Class N shares
of an Oppenheimer fund or funds are purchased by a fiduciary or other
administrator for the account of participants who are employees of a single
employer or of affiliated employers. These may include, for example, medical
savings accounts, payroll deduction plans or similar plans. The fund accounts
must be registered in the name of the fiduciary or administrator purchasing
the shares for the benefit of participants in the plan.
(5) The term "Group Retirement Plan" means any qualified or non-qualified
retirement plan for employees of a corporation or sole proprietorship,
members and employees of a partnership or association or other organized
group of persons (the members of which may include other groups), if the
group has made special arrangements with the Distributor and all members of
the group participating in (or who are eligible to participate in) the plan
purchase shares of an Oppenheimer fund or funds through a single investment
dealer, broker or other financial institution designated by the group. Such
plans include 457 plans, SEP-IRAs, SARSEPs, SIMPLE plans and 403(b) plans
other than plans for public school employees. The term "Group Retirement
Plan" also includes qualified retirement plans and non-qualified deferred
compensation plans and IRAs that purchase shares of an Oppenheimer fund or
funds through a single investment dealer, broker or other financial
institution that has made special arrangements with the Distributor.
(6) However, that concession will not be paid on purchases of shares in
amounts of $1 million or more (including any right of accumulation) by a
Retirement Plan that pays for the purchase with the redemption proceeds of
Class C shares of one or more Oppenheimer funds held by the Plan for more
than one year.
(7) This provision does not apply to IRAs.
(8) This provision only applies to qualified retirement plans and 403(b)(7)
custodial plans after your separation from service in or after the year you
reached age 55.
(9) The distribution must be requested prior to Plan termination or the
elimination of the Oppenheimer funds as an investment option under the Plan.
(10) This provision does not apply to IRAs.
(11) This provision does not apply to loans from 403(b)(7) custodial plans
and loans from the OppenheimerFunds-sponsored Single K retirement plan.
(12) This provision does not apply to 403(b)(7) custodial plans if the
participant is less than age 55, nor to IRAs.

                OPPENHEIMER INTERNATIONAL DIVERSIFIED FUND

                                  FORM N-1A

                                    PART C

                              OTHER INFORMATION


Item 23. - Exhibits
--------------------

(a)   Declaration  of  Trust  dated  June  2,  2005:   Previously   filed  with
      Registrant's Initial Registration  Statement,  06/14/05, and incorporated
      herein by reference.

(b)   By-Laws:   Previously  filed  with  Registrant's   Initial  Registration
      Statement, 06/14/05, and incorporated herein by reference.


(c)   Not applicable.


(d)   Investment  Advisory Agreement dated June 9, 2005:  Previously filed with
      Registrant's Initial Registration  Statement,  06/14/05, and incorporated
      herein by reference.


(e)   General  Distributor's  Agreement dated June 9, 2005:  Previously  filed
      with  Registrant's  Initial  Registration   Statement,   06/14/05,   and
      incorporated herein by reference.


      (i) Dealer Agreement of OppenheimerFunds  Distributor,  Inc.: Previously
      filed  with   Post-Effective   Amendment  No.  45  to  the  Registration
      Statement of Oppenheimer High Yield Fund (Reg. No.  2-62076),  10/26/01,
      and incorporated herein by reference.

      (ii) Broker Agreement of OppenheimerFunds Distributor,  Inc.: Previously
      filed  with   Post-Effective   Amendment  No.  45  to  the  Registration
      Statement of Oppenheimer High Yield Fund (Reg. No.  2-62076),  10/26/01,
      and incorporated herein by reference.

      (iii)  Agency   Agreement   of   OppenheimerFunds   Distributor,   Inc.:
      Previously   filed  with   Post-Effective   Amendment   No.  45  to  the
      Registration   Statement  of  Oppenheimer  High  Yield  Fund  (Reg.  No.
      2-62076), 10/26/01, and incorporated herein by reference.

      (iv) Trust  Company  Fund/SERV  Purchase  Agreement of  OppenheimerFunds
      Distributor,  Inc.:  Previously filed with Post-Effective  Amendment No.
      45 to the  Registration  Statement of Oppenheimer  High Yield Fund (Reg.
      No. 2-62076), 10/26/01, and incorporated herein by reference.

      (v) Trust  Company  Agency  Agreement of  OppenheimerFunds  Distributor,
      Inc.:  Previously  filed  with  Post-Effective  Amendment  No. 45 to the
      Registration   Statement  of  Oppenheimer  High  Yield  Fund  (Reg.  No.
      2-62076), 10/26/01, and incorporated herein by reference.

(f)   Not applicable.


(g)   Global Custodial  Services Agreement dated July 15, 2003 as amended June
      9, 2005,  between Registrant and Citibank,  N.A.:  Previously filed with
      Registrant's Initial Registration Statement,  06/14/05, and incorporated
      herein by reference.


(h)   Not applicable.


(i)   Opinion and  Consent of Counsel:  Dated  September  1, 2005:  Filed with
      Registrant's  Pre-Effective  Amendment No. 1, 09/01/05, and incorporated
      herein by reference.

(j)   Consent of Independent Registered Public Accounting Firm: Dated August
      30, 2005: Filed with Registrant's Pre-Effective Amendment No. 1,
      09/01/05, and incorporated herein by reference.


(k)   Not applicable.


(l)   Investment Letter from OppenheimerFunds, Inc. to Registrant: Dated
      September 1, 2005:  Filed with Registrant's Pre-Effective Amendment No.
      1, 09/01/05, and incorporated herein by reference.

(m)   (i) Service Plan and Agreement for International  Diversified Fund Class
      A shares dated June 9, 2005:  Previously filed with Registrant's Initial
      Registration   Statement,   06/14/05,   and   incorporated   herein   by
      reference.

      (ii)  Distribution  and Service  Plan and  Agreement  for  International
      Diversified  Fund Class B shares  dated June 9, 2005:  Previously  filed
      with  Registrant's  Initial  Registration   Statement,   06/14/05,   and
      incorporated herein by reference.

      (iii)  Distribution  and Service Plan and  Agreement  for  International
      Diversified  Fund Class C shares  dated June 9, 2005:  Previously  filed
      with  Registrant's  Initial  Registration   Statement,   06/14/05,   and
      incorporated herein by reference.

      (iv)  Distribution  and Service  Plan and  Agreement  for  International
      Diversified  Fund Class N shares  dated June 9, 2005:  Previously  filed
      with  Registrant's  Initial  Registration   Statement,   06/14/05,   and
      incorporated herein by reference.

(n)   Oppenheimer  Funds Multiple Class Plan under Rule 18f-3 updated  through
      6/09/05:   Previously  filed  with  Registrant's   Initial  Registration
      Statement, 06/14/05, and incorporated herein by reference.

(o)   (i) Power of Attorney for certain  Trustees and all Principal  Officers:
      Previously filed with the Registrant's Initial  Registration  Statement,
      06/14/05, and incorporated herein by reference.

      (ii) Powers of Attorney for certain Trustees:  Previously filed with the
      Post-Effective  Amendment of Oppenheimer  Dividend Growth Fund (Reg. No.
      333-122902), 07/06/05, and incorporated herein by reference.


(p)   Amended  and  Restated  Code of Ethics of the  Oppenheimer  Funds  dated
      February  1, 2005  under  Rule 17j-1 of the  Investment  Company  Act of
      1940:  Previously  filed  with the  Initial  Registration  Statement  of
      Oppenheimer  Dividend Growth Fund (Reg. No.  333-122902),  2/18/05,  and
      incorporated herein by reference.

Item 24. Persons Controlled by or Under Common Control with the Fund
--------------------------------------------------------------------

None.

Item 25. Indemnification
------------------------

Reference is made to the provisions of Article Seven of  Registrant's  Amended
and Restated  Declaration of Trust filed as Exhibit 23(a) to this Registration
Statement, and incorporated herein by reference.

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

Item 26. - Business and Other Connections of the Investment Adviser
-------------------------------------------------------------------

(a)   OppenheimerFunds, Inc. is the investment adviser of the Registrant; it
and certain subsidiaries and affiliates act in the same capacity to other
investment companies, including without limitation those described in Parts A
and B hereof and listed in Item 26(b) below.

(b)   There is set forth below information as to any other business,
profession, vocation or employment of a substantial nature in which each
officer and director of OppenheimerFunds, Inc. is, or at any time during the
past two fiscal years has been, engaged for his/her own account or in the
capacity of director, officer, employee, partner or trustee.

---------------------------------------------------------------------------------
Name  and   Current   Position
with OppenheimerFunds, Inc.    Other Business and Connections During the Past
                               Two Years
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Timothy L. Abbuhl,             Vice President of  OppenheimerFunds  Distributor,
Vice President                 Inc.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Emeline S. Adwers,             None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Robert Agan,                   Vice President of  OppenheimerFunds  Distributor,
Vice President                 Inc.,  Shareholder Financial Services,  Inc., OFI
                               Private  Investments,  Inc. and Centennial  Asset
                               Management Corporation;  Senior Vice President of
                               Shareholders Services, Inc.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Carl Algermissen,              Formerly  Associate  Counsel and Legal Compliance
Vice President & Associate     Officer at Great  West-Life  & Annuity  Insurance
Counsel                        Co.  (February  2004-October  2004);   previously
                               with   INVESCO    Funds   Group,    Inc.    (June
                               1993-December  2003),  most  recently  as  Senior
                               Staff Attorney.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Michael Amato,                 None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Erik Anderson,                 None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Tracey Beck Apostolopoulos,    None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Janette Aprilante,             Secretary     (since     December    2001)    of:
Vice President & Secretary     OppenheimerFunds  Distributor,  Inc.,  Centennial
                               Asset   Management    Corporation,    Oppenheimer
                               Partnership  Holdings,   Inc.,  Oppenheimer  Real
                               Asset  Management,  Inc.,  Shareholder  Financial
                               Services,  Inc.,  Shareholder Services,  Inc. and
                               OppenheimerFunds  Legacy Program;  (since January
                               2005)   of    Trinity    Investment    Management
                               Corporation.  Secretary  (since  June  2003)  of:
                               HarbourView  Asset  Management  Corporation,  OFI
                               Private  Investments,  Inc. and OFI Institutional
                               Asset  Management,   Inc.   Assistant   Secretary
                               (since December 2001) of OFI Trust Company.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Hany S. Ayad,                  None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Robert Baker,                  None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Michael Baldwin,               Formerly   Managing  Director  at  Deutsche  Bank
Executive Vice President       (March 2001-March 2005)
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
John Michael Banta,            None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Joanne Bardell,                None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Kevin Baum,                    None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Jeff Baumgartner,              None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Todd Becerra,                  None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Lalit K. Behal                 Assistant    Secretary   of   HarbourView   Asset
Assistant Vice President       Management Corporation.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Kathleen Beichert,             Vice President of  OppenheimerFunds  Distributor,
Vice President                 Inc.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Gerald Bellamy,                Assistant  Vice  President  of OFI  Institutional
Assistant Vice President       Asset Management, Inc.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Erik S. Berg,                  None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Robert Bertucci                None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Rajeev Bhaman,                 None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Craig Billings,                None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Mark Binning,                  None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Robert J. Bishop,              Treasurer     (since     October     2003)     of
Vice President                 OppenheimerFunds     Distributor,     Inc.    and
                               Centennial Asset Management Corporation.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
John R. Blomfield,             None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Lisa I. Bloomberg,             Formerly   First  Vice  President  and  Associate
Vice President & Associate     General  Counsel of UBS  Financial  Services Inc.
Counsel                        (May 1999-May 2004).
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Veronika Boesch,               Formerly  (until  February  2004) an  independent
Assistant Vice President       consultant/coach in organizational development.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Chad Boll,                     None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Antulio N. Bomfim,             A  senior  economist  with  the  Federal  Reserve
Vice President                 Board (June 1992-October 2003).
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
John C. Bonnell,               Vice  President of  Centennial  Asset  Management
Vice President                 Corporation.  Formerly  a  Portfolio  Manager  at
                               Strong Financial Corporation (May 1999-May 2004).
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Michelle Borre Massick,        None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Lori E. Bostrom,               Formerly Vice President and Corporate  Counsel at
Vice President & Senior        Prudential   Financial   Inc.   (October  2002  -
Counsel                        November 2004).
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Lisa Bourgeois,                Assistant    Vice    President   of   Shareholder
Assistant Vice President       Services, Inc.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
John Boydell,                  None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Michael Bromberg,              None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Lowell Scott Brooks,           Vice President of  OppenheimerFunds  Distributor,
Vice President                 Inc.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Joan Brunelle,                 None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Kristine Bryan-Levin,          Formerly  Senior Vice President at Brown Brothers
Vice President                 Harriman (November 2002-May 2005)
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Paul Burke,                    None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Mark Burns,                    None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Geoffrey Caan,                 None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Catherine Carroll,             None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Debra Casey,                   None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Maria Castro,                  None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
May Chen,                      Formerly  Assistant  Vice President of Enterprise
Assistant Vice President       Services  at  MassMutual   Financial  Group  (May
                               2002-April 2005)
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Lisa Chaffee,                  None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Charles Chibnik,               None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Brett Clark,                   None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
H.C. Digby Clements,           None
Vice President: Rochester
Division
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Peter V. Cocuzza,              None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Gerald James Concepcion,       Formerly  (until  November 2004) an RIA Marketing
Assistant Vice President       Associate of OppenheimerFunds, Inc.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Robert Corbett,                None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Susan Cornwell,                Vice  President of  Centennial  Asset  Management
Vice President                 Corporation,   Shareholder   Financial  Services,
                               Inc. and OppenheimerFunds  Legacy Program; Senior
                               Vice President of Shareholder Services, Inc.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Scott Cottier,                 None
Vice President: Rochester
Division
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Laura Coulston,                None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Julie C. Cusker,               None
Assistant Vice President:
Rochester Division
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
George Curry,                  Vice President of  OppenheimerFunds  Distributor,
Vice President                 Inc.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
John Damian,                   None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
John M. Davis,                 Assistant  Vice  President  of   OppenheimerFunds
Assistant Vice President       Distributor, Inc.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Craig P. Dinsell,              None
Executive Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Randall C. Dishmon,            None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Rebecca K. Dolan               None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Steven D. Dombrower,           Senior    Vice    President    of   OFI   Private
Vice President                 Investments,     Inc.;    Vice    President    of
                               OppenheimerFunds Distributor, Inc.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Thomas Doyle,                  None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Bruce C. Dunbar,               None
Senior Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Brian Dvorak,                  None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Richard Edmiston,              None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Daniel R. Engstrom,            None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
James Robert Erven             None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
George R. Evans,               None
Senior Vice President and
Director of International
Equities
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Edward N. Everett,             None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Kathy Faber,                   None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
David Falicia,                 Assistant   Secretary   (as  of  July   2004)  of
Assistant Vice President       HarbourView Asset Management Corporation.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Thomas Farrell,                None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Emmanuel Ferreira,             None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Ronald H. Fielding,            Vice President of  OppenheimerFunds  Distributor,
Senior Vice President;         Inc.;  Director of ICI Mutual Insurance  Company;
Chairman of the Rochester      Governor of St. John's  College;  Chairman of the
Division                       Board of  Directors  of  International  Museum of
                               Photography at George Eastman House.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Bradley G. Finkle,             Formerly Head of Business  Management/Proprietary
Vice President                 Distribution   at  Citigroup   Asset   Management
                               (August 1986-September 2004).
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Brian Finley,                  None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
John E. Forrest,               Senior   Vice   President   of   OppenheimerFunds
Senior Vice President          Distributor, Inc.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Jordan Hayes Foster,           Vice   President  of  OFI   Institutional   Asset
Vice President                 Management, Inc.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
David Foxhoven,                Assistant  Vice  President  of   OppenheimerFunds
Vice President                 Legacy Program.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Colleen M. Franca,             None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Dominic Freud,                 None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Dan Gagliardo,                 None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Hazem Gamal,                   None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Seth Gelman,                   Formerly  an  Associate  in the Asset  Management
Vice President                 Legal   Department   at   Goldman   Sachs  &  Co.
                               (February 2003-August 2004).
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Subrata Ghose,                 None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Charles W. Gilbert,            None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Phillip S. Gillespie,          Formerly  First Vice  President of Merrill  Lynch
Senior Vice President &        Investment Management (2001 to September 2004).
Deputy General Counsel
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Alan C. Gilston,               None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Jill E. Glazerman,             None
Senior Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Benjamin J. Gord,              Vice  President of HarbourView  Asset  Management
Vice President                 Corporation  and  of  OFI   Institutional   Asset
                               Management, Inc.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Laura Granger,                 None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Robert B. Grill,               None
Senior Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Robert Haley,                  None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Marilyn Hall,                  None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Kelly Haney,                   None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Steve Hauenstein,              None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Thomas B. Hayes,               None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Jennifer Heathwood,            None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Dennis Hess,                   None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Joseph Higgins,                Vice   President  of  OFI   Institutional   Asset
Vice President                 Management, Inc.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Dorothy F. Hirshman,           None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Daniel Hoelscher,              None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Edward Hrybenko,               Vice President of  OppenheimerFunds  Distributor,
Vice President                 Inc.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Scott T. Huebl,                Assistant  Vice  President  of   OppenheimerFunds
Vice President                 Legacy Program.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Margaret Hui,                  None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
John Huttlin,                  Senior   Vice   President    (Director   of   the
Vice President                 International  Division)  (since January 2004) of
                               OFI   Institutional   Asset   Management,   Inc.;
                               Director  (since  June 2003) of  OppenheimerFunds
                               (Asia) Limited
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
James G. Hyland,               None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Steve P. Ilnitzki,             Vice President of  OppenheimerFunds  Distributor,
Senior Vice President          Inc.;   Senior  Vice  President  of  OFI  Private
                               Investments, Inc.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Kelly Bridget Ireland,         Vice   President    (since   January   2004)   of
Vice President                 OppenheimerFunds   Distributor   Inc.   Formerly,
                               Director  of  INVESCO  Distributors  Inc.  (April
                               2000-December 2003).
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Kathleen T. Ives,              Vice   President  and   Assistant   Secretary  of
Vice President, Senior         OppenheimerFunds     Distributor,     Inc.    and
Counsel and Assistant          Shareholder  Services,  Inc.; Assistant Secretary
Secretary                      of  Centennial  Asset   Management   Corporation,
                               OppenheimerFunds  Legacy Program and  Shareholder
                               Financial Services, Inc.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
William Jaume,                 Senior  Vice  President  of   HarbourView   Asset
Vice President                 Management   Corporation  and  OFI  Institutional
                               Asset  Management,  Inc.;  Director  of OFI Trust
                               Company.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Frank V. Jennings,             None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
John Jennings,                 None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
John Michael Johnson,          None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Lisa Kadehjian,                Formerly Vice President,  Compensation Manager at
Assistant Vice President       The  Bank  of New  York  (November  1996-November
                               2004).
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Charles Kandilis,              None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Lynn O. Keeshan,               Assistant  Treasurer of  OppenheimerFunds  Legacy
Senior Vice President          Program
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Thomas W. Keffer,              None
Senior Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Cristina J. Keller,            Vice President of  OppenheimerFunds  Distributor,
Vice President                 Inc.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Michael Keogh,                 Vice President of  OppenheimerFunds  Distributor,
Vice President                 Inc.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Martin S. Korn,                Formerly  a  Senior  Vice  President  at  Bank of
Senior Vice President          America   (Wealth   and   Investment   Management
                               Technology Group) (March 2002-August 2004).
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Dimitrios Kourkoulakos,        None
Senior Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Brian Kramer,                  None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Paul Kunz,                     None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Lisa Lamentino,                None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Tracey Lange,                  Vice President of  OppenheimerFunds  Distributor,
Vice President                 Inc.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Jeffrey P. Lagarce,            President  and  Chief  Marketing  Officer  of OFI
Senior Vice President          Institutional   Asset  Management,   Inc.  as  of
                               January    2005.    Formerly    Executive    Vice
                               President-Head  of Fidelity  Tax-Exempt  Services
                               Business   at   Fidelity    Investments   (August
                               1996-January 2005).
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
John Latino,                   None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Kristina Lawrence,             Formerly     Assistant    Vice    President    of
Vice President                 OppenheimerFunds,   Inc.   (November   2002-March
                               2004).
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Gayle Leavitt,                 None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Christopher M. Leavy,          None
Senior Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Randy Legg,                    Formerly   an   associate    with   Dechert   LLP
Vice President & Assistant     (September 1998-January 2004).
Counsel
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Laura Leitzinger,              Senior Vice  President of  Shareholder  Services,
Vice President                 Inc.;  Vice  President of  Shareholder  Financial
                               Services, Inc.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Justin Leverenz,               Formerly,   a   research/technology   analyst  at
Vice President                 Goldman Sachs, Taiwan (May 2002-May 2004)
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Michael S. Levine,             None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Gang Li,                       None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Shanquan Li,                   None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Julie A. Libby,                Formerly   Executive  Vice  President  and  Chief
Senior Vice President          Operating Officer at Fred Alger Management,  Inc.
                               (July 1996-February 2005)
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Daniel Lifshey,                Formerly a  Marketing  Manager at PIMCO  Advisors
Assistant Vice President       (January 2002-September 2004).
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Mitchell J. Lindauer,          None
Vice President & Assistant
General Counsel
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Bill Linden,                   None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Malissa B. Lischin,            Assistant  Vice  President  of   OppenheimerFunds
Vice President                 Distributor, Inc.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
David P. Lolli,                None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Daniel G. Loughran             None
Vice President: Rochester
Division
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Patricia Lovett,               Vice   President   of    Shareholder    Financial
Vice President                 Services,  Inc.  and  Senior  Vice  President  of
                               Shareholder Services, Inc.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Steven Lucaccini,              Formerly  Director and High Yield  Analyst at UBS
Assistant Vice President       Global  Asset  Management   (November  2001-April
                               2005)
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Dongyan Ma,                    Formerly  an  Assistant   Vice   President   with
Assistant Vice President       Standish   Mellon   Asset   Management   (October
                               2001-October 2003).
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Steve Macchia,                 None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Mark H. Madden,                Formerly   Senior  Vice   President   and  Senior
Vice President                 Portfolio Manager with Pioneer Investments,  Inc.
                               (July 1990-July 2004).
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Kathleen Mandzij,              Formerly   Marketing   Manager   -  Sales   Force
Assistant Vice President       Marketing     (March     2003-June    2004)    of
                               OppenheimerFunds, Inc.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Jerry Mandzij,                 None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Angelo G. Manioudakis          Senior  Vice  President  of   HarbourView   Asset
Senior Vice President          Management  Corporation and of OFI  Institutional
                               Asset Management, Inc.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
LuAnn Mascia,                  Vice President of  OppenheimerFunds  Distributor,
Vice President                 Inc.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Susan Mattisinko,              Assistant    Secretary   of   HarbourView   Asset
Vice President & Associate     Management  Corporation,  OppenheimerFunds Legacy
Counsel                        Program,  OFI  Private  Investments,   Inc.,  OFI
                               Institutional Asset Management,  Inc., Centennial
                               Asset  Management  Corporation,  Oppenheimer Real
                               Asset  Management,  Inc.  and Trinity  Investment
                               Management Corporation.  Formerly an Associate at
                               Sidley  Austin Brown and Wood LLP (1995 - October
                               2003).
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Elizabeth McCormack,           Vice   President  and   Assistant   Secretary  of
Vice President                 HarbourView Asset Management Corporation.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Joseph McGovern,               None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Charles L. McKenzie,           Chairman of the Board, Director,  Chief Executive
Senior Vice President          Officer  and  President  of  OFI  Trust  Company;
                               Chairman,   Chief   Executive   Officer,   Senior
                               Managing    Director    and   Director   of   OFI
                               Institutional   Asset  Management,   Inc.;  Chief
                               Executive  Officer,  President,  Senior  Managing
                               Director  and  Director  of   HarbourView   Asset
                               Management Corporation;  Chairman,  President and
                               Director   of   Trinity   Investment   Management
                               Corporation
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Michael Medev,                 None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Lucienne Mercogliano,          None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Jason Meshnick,                Formerly  Financial  Analyst  at Wall  Street  On
Assistant Vice President       Demand (April 2003-May 2005)
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Andrew J. Mika,                None
Senior Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Nikolaos D. Monoyios,          None
Senior Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Charles Moon,                  Vice  President of HarbourView  Asset  Management
Vice President                 Corporation  and  of  OFI   Institutional   Asset
                               Management, Inc.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
John Murphy,                   President and Management  Director of Oppenheimer
Chairman, President, Chief     Acquisition  Corp.;  President  and  Director  of
Executive Officer & Director   Oppenheimer   Partnership   Holdings,   Inc.  and
                               Oppenheimer   Real   Asset   Management,    Inc.;
                               Chairman  and Director of  Shareholder  Services,
                               Inc. and Shareholder  Financial  Services,  Inc.;
                               Director   of   Centennial    Asset    Management
                               Corporation,  OppenheimerFunds Distributor, Inc.,
                               Institutional  Asset  Management,  Inc.,  Trinity
                               Investment   Management   Corporation,    Tremont
                               Capital  Management,   Inc.,   HarbourView  Asset
                               Management    Corporation    and   OFI    Private
                               Investments,  Inc.;  Executive  Vice President of
                               Massachusetts   Mutual  Life  Insurance  Company;
                               Director  of  DLB  Acquisition   Corporation;   a
                               member  of  the  Investment  Company  Institute's
                               Board of Governors.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Meaghan Murphy,                Formerly  Marketing  Professional,  RFP Writer at
Assistant Vice President       JP Morgan  Fleming Asset  Management  (May 2002 -
                               October 2004).
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Suzanne Murphy,                Formerly  (until December 2003) a Vice President,
Vice President                 Senior Marketing Manager with Citigroup.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Thomas J. Murray,              None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Kenneth Nadler,                None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Christina Nasta,               Vice President of  OppenheimerFunds  Distributor,
Vice President                 Inc.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Richard Nichols,               None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
William Norman,                None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
James B. O'Connell,            Formerly   a   Senior    Designer    Manager   of
Assistant Vice President       OppenheimerFunds,  Inc.  (April  2002 -  December
                               2004).
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Matthew O'Donnell,             None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
John O'Hare,                   Formerly  Executive  Vice President and Portfolio
Vice President                 Manager  (June  2000 -  August  2003)  at  Geneva
                               Capital Management, Ltd.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
John J. Okray,                 Formerly   Vice   President,    Head   of   Trust
Vice President                 Operations at Lehman Brothers (June  2004-October
                               2004)  prior to which  he was an  Assistant  Vice
                               President,   Director   of  Trust   Services   at
                               Cambridge Trust Company (October 2002-June 2004).
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Lerae A. Palumbo,              None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
David P. Pellegrino,           None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Allison C. Pells,              None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Robert H. Pemble,              None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Lori L. Penna,                 Formerly  an RFP  Manager/Associate  at  JPMorgan
Assistant Vice President       Chase & Co. (June 2001-September 2004).
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Brian Petersen,                None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Marmeline Petion-Midy,         Formerly a Senior Financial  Analyst with General
Assistant Vice President       Motors,  NY Treasurer's  Office (July  2000-Augut
                               2004).
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
David Pfeffer,                 Senior  Vice  President  of   HarbourView   Asset
Senior Vice President and      Management   Corporation   since  February  2004.
Chief Financial Officer        Formerly,  Director and Chief  Financial  Officer
                               at   Citigroup   Asset    Management    (February
                               2000-February 2004).
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
James F. Phillips,             None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Scott Phillips,                Formerly   Vice   President   at  Merrill   Lynch
Vice President                 Investment Management (June 2000-July 2004).
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Gary Pilc,                     None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Nicolas Pisciotti,             Formerly  Assistant  Vice President at ING (April
Assistant Vice President       2002-May 2005)
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Jason Pizzorusso,              None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
David Poiesz,                  Formerly  a Senior  Portfolio  Manager at Merrill
Senior Vice President, Head    Lynch (October  2002-May 2004).  Founding partner
of Growth Equity Investments   of  RiverRock,   a  hedge  fund  product   (April
                               1999-July 2001).
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Jeffrey Portnoy,               None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Raghaw Prasad,                 None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
David Preuss,                  None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Jane C. Putnam,                None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Michael E. Quinn,              None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Julie S. Radtke,               None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Norma J. Rapini,               None
Assistant Vice President:
Rochester Division
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Corry E. Read,                 None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Brian N. Reid,                 None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Marc Reinganum,                None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Jill Reiter,                   None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Claire Ring,                   None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
David Robertson,               Senior   Vice   President   of   OppenheimerFunds
Senior Vice President          Distributor, Inc.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Antoinette Rodriguez,          None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Stacey Roode,                  None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Jeffrey S. Rosen,              None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Stacy Roth,                    None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
James H. Ruff,                 President   and   Director  of   OppenheimerFunds
Executive Vice President       Distributor,    Inc.   and    Centennial    Asset
                               Management Corporation;  Executive Vice President
                               of OFI Private Investments, Inc.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Adrienne Ruffle,               Formerly an Associate  with Sidley Austin Brown &
Assistant Vice President and   Wood LLP (September 2002-February 2005).
Assistant Counsel
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Kim Russomanno,                None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Timothy Ryan,                  Formerly   a   research   analyst  in  the  large
Vice President                 equities group at Credit Suisse Asset  Management
                               (August 2001-June 2004)
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Rohit Sah,                     None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Valerie Sanders,               None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Karen Sandler,                 None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Rudi W. Schadt,                None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Ellen P. Schoenfeld,           None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Maria Schulte,                 None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Scott A. Schwegel,             None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Allan P. Sedmak                None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Jennifer L. Sexton,            Senior    Vice    President    of   OFI   Private
Vice President                 Investments, Inc.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Navin Sharma,                  None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Bonnie Sherman,                None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
David C. Sitgreaves,           None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Edward James Sivigny           None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Enrique H. Smith,              None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Louis Sortino,                 None
Assistant Vice President:
Rochester Division
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Keith J. Spencer,              None
Senior Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Marco Antonio Spinar,          None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Richard A. Stein,              None
Vice President: Rochester
Division
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Arthur P. Steinmetz,           Senior  Vice  President  of   HarbourView   Asset
Senior Vice President          Management Corporation.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Jennifer Stevens,              None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
John P. Stoma,                 Senior   Vice   President   of   OppenheimerFunds
Senior Vice President          Distributor, Inc.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Michael Stricker,              Vice President of Shareholder Services, Inc.
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Deborah A. Sullivan,           Secretary of OFI Trust Company.
Vice President & Assistant
Counsel
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Michael Sussman,               Vice President of  OppenheimerFunds  Distributor,
Vice President                 Inc.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Susan B. Switzer,              None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Brian C. Szilagyi,             Director of Financial  Reporting  and  Compliance
Assistant Vice President       at First Data Corporation (April 2003-June 2004).
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Martin Telles,                 Senior   Vice   President   of   OppenheimerFunds
Senior Vice President          Distributor, Inc.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Paul Temple,                   None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Jeaneen Terrio,                None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Vincent Toner,                 None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Keith Tucker,                  None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Cameron Ullyat,                None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Angela Uttaro,                 None
Assistant Vice President:
Rochester Division
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Mark S. Vandehey,              Vice President of  OppenheimerFunds  Distributor,
Senior Vice President and      Inc.,  Centennial  Asset  Management  Corporation
Chief Compliance Officer       and Shareholder  Services,  Inc.; Chief Financial
                               Officer   of   HarbourView    Asset    Management
                               Corporation,  Oppenheimer  Partnership  Holdings,
                               Inc.,  Oppenheimer Real Asset  Management,  Inc.,
                               Shareholder     Financial     Services,     Inc.,
                               OppenheimerFunds   Legacy  Program,  OFI  Private
                               Investments,  Inc.,  OFI  Trust  Company  and OFI
                               Institutional  Asset  Management,  Inc.  Formerly
                               (until    March   2004)   Vice    President    of
                               OppenheimerFunds, Inc.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Maureen Van Norstrand,         None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Nancy Vann,                    Formerly  Assistant  General  Counsel  at Reserve
Vice President and Assistant   Management  Company,   Inc.  (April  to  December
Counsel                        2004);  attorney  at Sidley  Austin  Brown & Wood
                               LLP (October 1997 - April 2004).
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Rene Vecka,                    Formerly Vice President of Shareholder  Services,
Assistant Vice President,      Inc. (September 2000-July 2003).
Rochester Division
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Vincent Vermette,              Assistant  Vice  President  of   OppenheimerFunds
Assistant Vice President       Distributor, Inc.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Phillip F. Vottiero,           None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Lisa Walsh,                    None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Teresa M. Ward,                Vice President of  OppenheimerFunds  Distributor,
Vice President                 Inc.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Jerry A. Webman,               Senior  Vice  President  of   HarbourView   Asset
Senior Vice President          Management Corporation.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Christopher D. Weiler,         None
Vice President: Rochester
Division
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Adam Weiner,                   None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Barry D. Weiss,                Vice  President of HarbourView  Asset  Management
Vice President                 Corporation  and of Centennial  Asset  Management
                               Corporation.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Melissa Lynn Weiss,            None
Vice President & Associate
Counsel
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Christine Wells,               None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Joseph J. Welsh,               Vice  President of HarbourView  Asset  Management
Vice President                 Corporation.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Diederick Wermolder,           Director of  OppenheimerFunds  International Ltd.
Senior Vice President          and  OppenheimerFunds  plc  and  OppenheimerFunds
                               (Asia) Limited;  Senior Vice President  (Managing
                               Director of the  International  Division)  of OFI
                               Institutional Asset Management, Inc.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Catherine M. White,            Assistant  Vice  President  of   OppenheimerFunds
Assistant Vice President       Distributor,   Inc.;   member  of  the   American
                               Society of Pension Actuaries (ASPA) since 1995.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Annabel Whiting,               None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
William L. Wilby,              None
Senior Vice President and
Senior Investment Officer,
Director of Equities
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Donna M. Winn,                 President,  Chief Executive  Officer and Director
Senior Vice President          of OFI Private  Investments,  Inc.;  Director and
                               President  of  OppenheimerFunds  Legacy  Program;
                               Senior   Vice   President   of   OppenheimerFunds
                               Distributor, Inc.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Philip Witkower,               Senior   Vice   President   of   OppenheimerFunds
Senior Vice President          Distributor, Inc.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Brian W. Wixted,               Treasurer   of   HarbourView   Asset   Management
Senior Vice President and      Corporation;    OppenheimerFunds    International
Treasurer                      Ltd.,  Oppenheimer  Partnership  Holdings,  Inc.,
                               Oppenheimer   Real   Asset   Management,    Inc.,
                               Shareholder    Services,     Inc.,    Shareholder
                               Financial    Services,    Inc.,    OFI    Private
                               Investments,   Inc.,  OFI   Institutional   Asset
                               Management,   Inc.,   OppenheimerFunds   plc  and
                               OppenheimerFunds  Legacy  Program;  Treasurer and
                               Chief  Financial  Officer  of OFI Trust  Company;
                               Assistant  Treasurer of  Oppenheimer  Acquisition
                               Corp.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Carol E. Wolf,                 Senior  Vice  President  of   HarbourView   Asset
Senior Vice President          Management  Corporation  and of Centennial  Asset
                               Management  Corporation;  serves  on the Board of
                               the Colorado Ballet.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Kurt Wolfgruber,               Director  of Tremont  Capital  Management,  Inc.,
Executive Vice President,      HarbourView Asset Management  Corporation and OFI
Chief Investment Officer and   Institutional Asset Management,  Inc. (since June
Director                       2003)
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Caleb C. Wong,                 None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Edward C. Yoensky,             None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Lucy Zachman,                  None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Robert G. Zack                 General Counsel and Director of  OppenheimerFunds
Executive Vice President and   Distributor,  Inc.; General Counsel of Centennial
General Counsel                Asset   Management   Corporation;   Senior   Vice
                               President  and  General  Counsel  of  HarbourView
                               Asset    Management     Corporation    and    OFI
                               Institutional  Asset  Management,   Inc.;  Senior
                               Vice  President,  General Counsel and Director of
                               Shareholder     Financial     Services,     Inc.,
                               Shareholder    Services,    Inc.,   OFI   Private
                               Investments,  Inc.  and OFI Trust  Company;  Vice
                               President    and    Director    of    Oppenheimer
                               Partnership   Holdings,    Inc.;   Director   and
                               Assistant Secretary of  OppenheimerFunds  plc and
                               OppenheimerFunds  International  Ltd.;  Secretary
                               and General  Counsel of  Oppenheimer  Acquisition
                               Corp.;   Director  of   Oppenheimer   Real  Asset
                               Management,   Inc.  and  OppenheimerFunds  (Asia)
                               Limited);   Vice  President  of  OppenheimerFunds
                               Legacy Program.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Neal A. Zamore,                None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Mark D. Zavanelli,             None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Alex Zhou,                     None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Arthur J. Zimmer,              Senior  Vice  President  of   HarbourView   Asset
Senior Vice President          Management Corporation.
---------------------------------------------------------------------------------


The Oppenheimer Funds include the following:

Centennial California Tax Exempt Trust
Centennial Government Trust
Centennial Money Market Trust
Centennial New York Tax Exempt Trust
Centennial Tax Exempt Trust

Limited Term New York Municipal Fund (Rochester Portfolio Series)
OFI Tremont Core Strategies Hedge Fund
OFI Tremont Market Neutral Hedge Fund
Oppenheimer AMT-Free Municipals
Oppenheimer AMT-Free New York Municipals
Oppenheimer Balanced Fund
Oppenheimer California Municipal Fund
Oppenheimer Capital Appreciation Fund
Oppenheimer Capital Income Fund
Oppenheimer Cash Reserves
Oppenheimer Champion Income Fund
Oppenheimer Convertible Securities Fund (Bond Fund Series)
Oppenheimer Core Bond Fund (a series of Oppenheimer Integrity Funds)
Oppenheimer Developing Markets Fund
Oppenheimer Discovery Fund
Oppenheimer Dividend Growth Fund
Oppenheimer Emerging Growth Fund
Oppenheimer Emerging Technologies Fund
Oppenheimer Enterprise Fund
Oppenheimer Equity Fund, Inc.

Oppenheimer Global Fund
Oppenheimer Global Opportunities Fund
Oppenheimer Gold & Special Minerals Fund
Oppenheimer Growth Fund
Oppenheimer High Yield Fund
Oppenheimer International Bond Fund
Oppenheimer International Growth Fund
Oppenheimer International Large-Cap Core Fund (a series of Oppenheimer
International Large-
    Cap Core Trust)
Oppenheimer International Small Company Fund
Oppenheimer International Value Fund (a series of Oppenheimer International
Value Trust)
Oppenheimer Limited Term California Municipal Fund
Oppenheimer Limited-Term Government Fund
Oppenheimer Limited Term Municipal Fund (a series of Oppenheimer Municipal
Fund)
Oppenheimer Main Street Fund (a series of Oppenheimer Main Street Funds, Inc.)
Oppenheimer Main Street Opportunity Fund
Oppenheimer Main Street Small Cap Fund
Oppenheimer MidCap Fund
Oppenheimer Money Market Fund, Inc.
Oppenheimer Multi-State Municipal Trust (3 series):
     Oppenheimer New Jersey Municipal Fund
     Oppenheimer Pennsylvania Municipal Fund
     Oppenheimer Rochester National Municipals
Oppenheimer Portfolio Series (4 series)
     Active Allocation Fund
     Aggressive Investor Fund
     Conservative Investor Fund
     Moderate Investor Fund
Oppenheimer Principal Protected Main Street Fund (a series of Oppenheimer
Principal
     Protected Trust)
Oppenheimer Principal Protected Main Street Fund II (a series of Oppenheimer
     Principal Protected Trust II)
Oppenheimer Principal Protected Main Street Fund III (a series of Oppenheimer
     Principal Protected Trust III)
Oppenheimer Quest Capital Value Fund, Inc.
Oppenheimer Quest For Value Funds (3 series)
     Oppenheimer Quest Balanced Fund
     Oppenheimer Quest Opportunity Value Fund
     Oppenheimer Small-& Mid Cap Value Fund
Oppenheimer Quest International Value Fund, Inc.
Oppenheimer Quest Value Fund, Inc.
Oppenheimer Real Asset Fund
Oppenheimer Real Estate Fund
Oppenheimer Select Value Fund
Oppenheimer Senior Floating Rate Fund
Oppenheimer Series Fund, Inc. (2 series):
     Oppenheimer Disciplined Allocation Fund
     Oppenheimer Value Fund
Oppenheimer Strategic Income Fund
Oppenheimer Total Return Bond Fund
Oppenheimer Tremont Market Neutral Fund, LLC
Oppenheimer Tremont Opportunity Fund, LLC
Oppenheimer U.S. Government Trust
Oppenheimer Variable Account Funds (11 series):
     Oppenheimer Aggressive Growth Fund/VA
     Oppenheimer Balanced Fund/VA
     Oppenheimer Capital Appreciation Fund/VA
     Oppenheimer Core Bond Fund/VA
     Oppenheimer Global Securities Fund/VA
     Oppenheimer High Income Fund/VA
     Oppenheimer Main Street Fund/VA
     Oppenheimer Main Street Small Cap Fund/VA
     Oppenheimer Money Fund/VA
     Oppenheimer Strategic Bond Fund/VA
     Oppenheimer Value Fund/VA
Panorama Series Fund, Inc. (4 series):
     Growth Portfolio
     Government Securities Portfolio
     Oppenheimer International Growth Fund/VA
     Total Return Portfolio
Rochester Fund Municipals

The address of the Oppenheimer funds listed above, Shareholder Financial
Services, Inc., Shareholder Services, Inc., OppenheimerFunds Services,
Centennial Asset Management Corporation, Centennial Capital Corp.,
Oppenheimer Real Asset Management, Inc. and OppenheimerFunds Legacy Program
is 6803 South Tucson Way, Centennial, Colorado 80112-3924.

The address of OppenheimerFunds, Inc., OppenheimerFunds Distributor, Inc.,
HarbourView Asset Management Corporation, Oppenheimer Partnership Holdings,
Inc., Oppenheimer Acquisition Corp., OFI Private Investments, Inc., OFI
Institutional Asset Management, Inc. and Oppenheimer Trust Company is 2 World
Financial Center, 225 Liberty Street, 11th Floor, New York, New York
10281-1008.

The address of Tremont Advisers, Inc. is 555 Theodore Fremd Avenue, Suite
206-C, Rye, New York 10580.

The address of OppenheimerFunds International Ltd. is Bloc C, Irish Life
Center, Lower Abbey Street, Dublin 1, Ireland.

The address of Trinity Investment  Management  Corporation is 301 North Spring
Street, Bellefonte, Pennsylvania 16823.

Item 27. Principal Underwriter
------------------------------

(a)   OppenheimerFunds Distributor, Inc. is the Distributor of the
Registrant's shares. It is also the Distributor of each of the other
registered open-end investment companies for which OppenheimerFunds, Inc. is
the investment adviser, as described in Part A and Part B of this
Registration Statement and listed in Item 26(b) above (except Oppenheimer
Multi-Sector Income Trust and Panorama Series Fund, Inc.) and for MassMutual
Institutional Funds.

(b)   The directors and officers of the Registrant's principal underwriter
are:

---------------------------------------------------------------------------------
Name & Principal                Position & Office         Position and Office
Business Address                with Underwriter          with Registrant
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Timothy Abbhul(1)               Vice President            None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Robert Agan(1)                  Vice President            None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Janette Aprilante(2)            Secretary                 None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
James Barker                    Vice President            None
2901B N. Lakewood Avenue
Chicago, IL 60657
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Kathleen Beichert(1)            Vice President            None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Rocco Benedetto(2)              Assistant Vice President  None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Robert J. Bishop(1)             Treasurer                 None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Douglas S. Blankenship          Vice President            None
10407 Cromdale Manor Ct.
Springs, TX 77379
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Tracey Blinzler(1)              Assistant Vice President  None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
David A Borrelli                Vice President            None
105 Black Calla Ct.
San Ramon, CA 94583
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Jeffrey R. Botwinick(2)         Vice President            None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Michelle Brennan(2)             Vice President            None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
L. Scott Brooks(2)              Vice President            None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Kevin E. Brosmith               Senior Vice President     None
5 Deer Path
South Natlick, MA 01760
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Jeffrey W. Bryan                Vice President            None
1048 Malaga Avenue
Coral Gables, FL 33134
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Patrick Campbell(1)             Assistant Vice President  None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Andrew Chonofsky                Vice President            None
300 West Fifth Street, Apt. 118
Charlotte, NC 28202
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Melissa Clayton(2)              Assistant Vice President  None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Neev Crane                      Vice President            None
1530 Beacon Street, Apt. #1403
Brookline, MA 02446
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Julian C. Curry                 Vice President            None
5801 Nicholson Lane, Suite 420
North Bethesda, MD 20852
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Jeffrey D. Damia(2)             Vice President            None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
John Davis(2)                   Assistant Vice President  None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Stephen J. Demetrovits(2)       Vice President            None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Joseph A. DiMauro               Vice President            None
522 Lakeland Avenue
Grosse Pointe, MI 48230
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Steven Dombrower(2)             Vice President            None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
George P. Dougherty             Vice President            None
328 Regency Drive
North Wales, PA 19454
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Ryan Drier(2)                   Vice President            None
3307 Park Ridge Lane NE
Grand Rapids, MI 49525
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Cliff H. Dunteman               Vice President            None
N 53 27761 Bantry Road
Sussex, WI 53089-45533
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Hillary Eigen(2)                Assistant Vice President  None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
John Eiler(2)                   Vice President            None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Kent M. Elwell                  Vice President            None
35 Crown Terrace
Yardley, PA 19067
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Gregg A. Everett                Vice President            None
4328 Auston Way
Palm Harbor, FL 34685-4017
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
George R. Fahey(1)              Senior Vice President     None

---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Eric C. Fallon                  Vice President            None
10 Worth Circle
Newton, MA 02458
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Deanna Farrugia(1)              Vice President            None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Joseph Fernandez                Vice President            None
1717 Richbourg Park Drive
Brentwood, TN 37027
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Mark J. Ferro(2)                Senior Vice President     None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Ronald H. Fielding(3)           Vice President            None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Eric P. Fishel                  Vice President            None
725 Boston Post Rd., #12
Sudbury, MA 01776
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Patrick W. Flynn (1)            Senior Vice President     None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
John E. Forrest(2)              Senior Vice President     None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
John ("J) Fortuna(2)            Vice President            None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Lucio Giliberti                 Vice President            None
6 Cyndi Court
Flemington, NJ 08822
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Raquel Granahan(2)              Vice President            None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Ralph Grant                     Senior Vice President     None
10 Boathouse Close
Mt. Pleasant, SC 29464
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Kahle Greenfield (2)            Vice President            None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Michael D. Guman                Vice President            None
3913 Pleasant Avenue
Allentown, PA 18103
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
James E. Gunther(2)             Vice President            None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Kevin J. Healy(2)               Vice President            None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Kevin Hennessey                 Vice President            None
8634 Forest Run Lane
Orlando, FL 32836
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Elyse R. Jurman Herman          Vice President            None
5486 NW 42 Avenue
Boca Raton, FL 33496
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Suzanne Heske                   Vice President            None
41466 22nd St.
San Francisco, CA 94114
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Wendy G. Hetson(2)              Vice President            None

---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
William E. Hortz(2)             Vice President            None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Edward Hrybenko(2)              Vice President            None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Brian F. Husch(2)               Vice President            None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Stephen Ilnitzki(2)             Vice President            None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Kathleen T. Ives(1)             Vice President &          Assistant Secretary
                                Assistant Secretary
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Shonda Rae Jaquez(2)            Assistant Vice President  None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Nivan Jaleeli                   Vice President            None
13622 E. Geronimo Rd.
Scottsdale, AZ 85259
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Eric K. Johnson(1)              Vice President            None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Mark D. Johnson                 Vice President            None
15792 Scenic Green Court
Chesterfield, MO 63017
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Christina J. Keller(2)          Vice President            None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Michael Keogh(2)                Vice President            None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Lisa Klassen(1)                 Assistant Vice President  None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Richard Klein                   Senior Vice President     None
4820 Fremont Avenue South
Minneapolis, MN 55419
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Richard Knott(1)                Senior Vice President     None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Brent A. Krantz                 Senior Vice President     None
61500 Tam McArthurLoop
Bend, OR 97702
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
David T. Kuzia                  Vice President            None
19102 Miranda Circle
Omaha, NE 68130
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Tracey Lange(2)                 Vice President            None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Paul R. LeMire                  Vice President            None
7 Cormorant Drive
Middletown, NJ 07748
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Eric J. Liberman(2)             Vice President            None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Malissa Lischin(2)              Assistant Vice President  None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
James V. Loehle                 Vice President            None
30 Wesley Hill Lane
Warwick, NY 10990
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Thomas Loncar(1)                Vice President            None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Montana W. Low                  Vice President            None
1636 N. Wells Street, Apt. 3411
Chicago, IL 60614
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Craig Lyman                     Vice President            None
3930 Swenson St. #502
Las Vegas, NV 89119
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
John J. Lynch                   Vice President            None
6325 Bryan Parkway
Dallas, TX 75214
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Michael Malik                   Vice President            None
546 Idylberry Road
San Rafael, CA 94903
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Steven C. Manns                 Vice President            None
1627 N. Hermitage Avenue
Chicago, IL 60622
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Todd A. Marion(2)               Vice President            None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
LuAnn Mascia(2)                 Vice President            None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Theresa-Marie Maynier           Vice President            None
2421 Charlotte Drive
Charlotte, NC 28203
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
John C. McDonough               Vice President            None
2 Leland Ct.
Chevy Chase, MD 20815
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Kent C. McGowan                 Vice President            None
9510 190th Place SW
Edmonds, WA 98020
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Brian F. Medina(1)              Vice President            None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Daniel Melehan                  Vice President            None
906 Bridgeport Court
San Marcos, CA 92069
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Mark Mezzanotte                 Vice President            None
16 Cullen Way
Exeter, NH 03833
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Clint Modler(1)                 Vice President            None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Robert Moser((1))               Vice President            None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
David W. Mountford              Vice President            None
7820 Banyan Terrace
Tamarac, FL 33321
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Gzim Muja                       Vice President            None
269 S. Beverly Dr. #807
Beverly Hills, CA 90212
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
John V. Murphy(2)               Director                  President, Trustee &
                                                          Chairman
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Wendy Jean Murray               Vice President            None
32 Carolin Road
Upper Montclair, NJ 07043
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
John S. Napier                  Vice President            None
17 Hillcrest Ave.
Darien, CT 06820
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Christina Nasta(2)              Vice President            None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Kevin P. Neznek(2)              Vice President            None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Bradford Norford                Vice President            None
4607 Timberglen Rd.
Dallas, TX 75287
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Alan Panzer                     Vice President            None
6755 Ridge Mill Lane
Atlanta, GA 30328
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Brian C. Perkes                 Vice President            None
6 Lawton Ct.
Frisco, TX 75034
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Michael Park (2)                Vice President            None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Brian C. Perkes                 Vice President            None
6 Lawton Ct.
Frisco, TX 75034
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Charles K. Pettit               Vice President            None
22 Fall Meadow Drive
Pittsford, NY 14534
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Andrew Pizza (2)                Vice President            None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Elaine M. Puleo-Carter(2)       Senior Vice President     None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Minnie Ra                       Vice President            None
100 Dolores Street, #203
Carmel, CA 93923
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Dusting Raring                  Vice President            None
27 Blakemore Drive
Ladera Ranch, CA 92797
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Michael A. Raso(2)              Vice President            None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Richard Rath                    Vice President            None
46 Mt. Vernon Ave.
Alexandria, VA 22301
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Ruxandra Risko(2)               Vice President            None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
David R. Robertson(2)           Senior Vice President     None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Nicole Robbins(2)               Vice President            None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Ian M. Roche                    Vice President            None
7070 Bramshill Circle
Bainbridge, OH 44023
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Kenneth A. Rosenson             Vice President            None
24753 Vantage Pt. Terrace
Malibu, CA 90265
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
James H. Ruff(2)                President & Director      None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Matthew Rutig                   Vice President            None
199 North Street
Ridgefield, CT 06877
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
William R. Rylander             Vice President            None
85 Evergreen Road
Vernon, CT 06066
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Thomas Sabow                    Vice President            None
6617 Southcrest Drive
Edina, MN 55435
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
John Saunders                   Vice President            None
911 North Orange Avenue #401
Orlando, FL 32801
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Jill Schmitt(2)                 Vice President            None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Thomas Schmitt(2)               Vice President            None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
William Schories(2)             Vice President            None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Charles F. Scully               Vice President            None
125 Cypress View Way
Apex, NC 27502
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Eric Sharp                      Vice President            None
862 McNeill Circle
Woodland, CA 95695
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
William Sheluck(2)              Vice President            None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Debbie A. Simon                 Vice President            None
1 W. Superior Street, Apt. 4101
Chicago, IL 60610
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Bryant Smith                    Vice President            None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Douglas Bruce Smith             Vice President            None
8927 35th Street W.
University Place, WA 98466
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
John Spensley                   Vice President            None
2000 Rhettsbury Street
Carmel, IN 46032
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Alfred St. John(2)              Vice President            None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Bryan Stein(2)                  Vice President            None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
John Stoma(2)                   Senior Vice President     None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Wayne Strauss(3)                Assistant Vice President  None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Brian C. Summe                  Vice President            None
2479 Legends Way
Crestview Hills, KY 41017
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Michael Sussman(2)              Vice President            None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
George T. Sweeney               Senior Vice President     None
5 Smokehouse Lane
Hummelstown, PA 17036
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
James Taylor(2)                 Assistant Vice President  None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Martin Telles(2)                Senior Vice President     None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
David G. Thomas                 Vice President            None
16628 Elk Run Court
Leesburg, VA 20176
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Barrie L. Tiedemann(2)          Vice President            None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Bryan K.Toma                    Vice President            None
7311 W. 145th Terrace
Overland Park, KS 66223
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Mark S. Vandehey(1)             Vice President and Chief  Vice President and
                                Compliance Officer        Chief Compliance
                                                          Officer
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Vincent Vermete(2)              Assistant Vice President  None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Elaine Villas (2)               Assistant Vice President  None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Rachel Walkey(2)                Assistant Vice President  None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Cynthia Walloga(2)              Vice President            None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Kenneth Lediard Ward            Vice President            None
1400 Cottonwood Valley Circle
N.
Irving, TX 75038
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Teresa Ward(1)                  Vice President            None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Michael J. Weigner              Vice President            None
4905 W. San Nicholas Street
Tampa, FL 33629
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Donn Weise                      Vice President            None
3249 Earlmar Drive
Los Angeles, CA 90064
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Chris Werner(1)                 Vice President            None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Catherine White(2)              Assistant Vice President  None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Donna Winn(2)                   Senior Vice President     None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Philip Witkower(2)              Senior Vice President     None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
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

(c)   Not applicable.

Item 28. Location of Accounts and Records
-----------------------------------------

The  accounts,  books  and  other  documents  required  to  be  maintained  by
Registrant  pursuant to Section  31(a) of the  Investment  Company Act of 1940
and rules  promulgated  thereunder are in the possession of  OppenheimerFunds,
Inc. at its offices at 6803 South Tucson Way, Centennial, Colorado 80112-3924.

Item 29. Management Services
----------------------------

Not applicable

Item 30. Undertakings
---------------------

Not applicable.








                                  SIGNATURES


Pursuant  to  the  requirements  of the  Securities  Act of  1933  and/or  the
Investment   Company  Act  of  1940,  the  Registrant  has  duly  caused  this
Registration  Statement  to be  signed  on  its  behalf  by  the  undersigned,
thereunto  duly  authorized,  in the City of New York and State of New York on
the 14th day of September, 2005.


                                    OPPENHEIMER INTERNATIONAL DIVERSIFIED 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/ John V. Murphy*           President, Principal
-----------------------       Executive Officer,
September 14, 2005

John V. Murphy          Chairman & Trustee


/s/ Brian W. Wixted*          Treasurer and Principal             September

14, 2005
-----------------------       Financial & Accounting
Brian W. Wixted         Officer

/s/ Clayton K. Yeutter* Chairman of the
---------------------------         Board of Trustees

September 14, 2005
Clayton K.Yeutter

/s/ Matthew P. Fink*          Trustee
September 14, 2005

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

Matthew P. Fink


/s/ Robert G. Galli*          Trustee
September 14, 2005

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



/s/ Phillip A. Griffiths*     Trustee
 September 14, 2005

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



/s/ Mary Miller*        Trustee
September 14, 2005

--------------------
Mary Miller


/s/ Joel W. Motley*           Trustee
September 14, 2005

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


/s/ Kenneth A. Randall* Trustee
September 14, 2005

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


/s/ Russell S. Reynolds, Jr.* Trustee
September 14, 2005

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

/s/ Joseph M. Wikler*

------------------------            Trustee
September 14, 2005
Joseph M. Wikler


/s/ Peter I. Wold*
-------------------           Trustee

September 14, 2005
Peter I. Wold



*By:  /s/ Mitchell J. Lindauer
        ----------------------------------------------
        Mitchell J. Lindauer, Attorney-in-Fact






                  OPPENHEIMER INTERNATIONAL DIVERSIFIED FUND


       Pre-Effective Amendment #2 Registration Statement No. 333-125805


                                EXHIBIT INDEX


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


N/A                     N/A