Registration No. 333-135528
                                                             File No. 811-21923

                                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. 1                                      [ X ]

      Post-Effective Amendment No. __                                    [   ]

                                    and/or

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

      Amendment No. 1                                                    [ X ]

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                       OPPENHEIMER TRANSITION 2020 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.


PROSPECTUS


The information in this prospectus is not complete and may be changed. We may not
      use this prospectus to sell securities until the registration statement
 containing this prospectus, which has been filed with the Securities and Exchange
      Commission, is effective. This prospectus is not an offer to sell these
  securities and is not soliciting an offer to buy these securities in any state
                     where the offer or sale is not permitted.

                            SUBJECT TO COMPLETION


Oppenheimer
LifeCycle Funds

o     Oppenheimer Transition 2010 Fund
o     Oppenheimer Transition 2015 Fund
o     Oppenheimer Transition 2020 Fund
o     Oppenheimer Transition 2030 Fund

Prospectus dated November [    ], 2006   Oppenheimer LifeCycle Funds are a
                                         group of retirement funds designed for
                                         different retirement date goals. Each
                                         Fund seeks total return until the
                                         target retirement date and then seeks
                                         income and secondarily capital growth.

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





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


CONTENTS


            ABOUT THE FUNDS

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

            ABOUT YOUR ACCOUNT

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

            Special Investor Services
            AccountLink
            PhoneLink
            OppenheimerFunds Internet Website
            Retirement Plans

            How to Sell Shares
            By Mail
            By Telephone

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


ABOUT THE FUNDS

The Funds' Investment Objectives and Principal Investment Strategies

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

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

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

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

       Transition 2010 Fund
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       Asset Class    Underlying Fund                      Initial
                                                          Allocation
       Equity         Oppenheimer Capital                    10%
                      Appreciation Fund
       Equity         Oppenheimer Main Street Fund           10%
       Equity         Oppenheimer Value Fund                 18%
       Equity         Oppenheimer MidCap Fund                 8%
       Equity         Oppenheimer Small- & Mid- Cap           8%
                      Value Fund
       Equity         Oppenheimer Global Fund                14%
       Equity         Oppenheimer Main Street                 2%
                      Opportunity Fund
       Fixed-Income   Oppenheimer Core Bond Fund             21%
       Fixed-Income   Oppenheimer Champion Income Fund        2%
       Fixed-Income   Oppenheimer U.S. Government             2%
                      Trust Fund
       Other          Oppenheimer Real Asset Fund             5%


       Transition 2015 Fund
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       Asset Class    Underlying Fund                      Initial
                                                          Allocation
       Equity         Oppenheimer Capital                    10%
                      Appreciation Fund
       Equity         Oppenheimer Main Street Fund           10%
       Equity         Oppenheimer Value Fund                 20%
       Equity         Oppenheimer MidCap Fund                10%
       Equity         Oppenheimer Small- & Mid- Cap          15%
                      Value Fund
       Equity         Oppenheimer International              10%
                      Growth Fund
       Equity         Oppenheimer Quest International         5%
                      Value Fund
       Fixed-Income   Oppenheimer Core Bond Fund             15%
       Other          Oppenheimer Real Asset Fund             5%


       Transition 2020 Fund
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       Asset Class    Underlying Fund                      Initial
                                                          Allocation
       Equity         Oppenheimer Capital                    10%
                      Appreciation Fund
       Equity         Oppenheimer Growth Fund                 5%
       Equity         Oppenheimer Main Street Fund           10%
       Equity         Oppenheimer Value Fund                 20%
       Equity         Oppenheimer MidCap Fund                10%
       Equity         Oppenheimer Small- & Mid- Cap          15%
                      Value Fund
       Equity         Oppenheimer International              10%
                      Growth Fund
       Equity         Oppenheimer Quest International         5%
                      Value Fund
       Fixed-Income   Oppenheimer Core Bond Fund             10%
       Other          Oppenheimer Real Asset Fund             5%


       Transition 2030 Fund
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       Asset Class    Underlying Fund                      Initial
                                                          Allocation
       Equity         Oppenheimer Capital                    10%
                      Appreciation Fund
       Equity         Oppenheimer Growth Fund                10%
       Equity         Oppenheimer Main Street Fund           10%
       Equity         Oppenheimer Value Fund                 20%
       Equity         Oppenheimer MidCap Fund                15%
       Equity         Oppenheimer Small- & Mid- Cap          15%
                      Value Fund
       Equity         Oppenheimer International              10%
                      Growth Fund
       Equity         Oppenheimer Quest International         5%
                      Value Fund
       Other          Oppenheimer Real Asset Fund             5%

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

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

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

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

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


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

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

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

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

Main Risks of Investing in the Funds

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

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

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

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

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

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

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

HOW RISKY ARE THE FUNDS OVERALL? The risks described above collectively form
the overall risk profile of the Funds. However, the allocation strategies
that the Manager employs for the Funds are designed to allow risks to be
offset by one another. For example the downward movement in one security or
asset class may be offset by the upward movement in another. So while the
Underlying Funds have certain risk characteristics, the Manager's strategy of
allocating Fund assets to different Underlying Funds may allow those risks to
be offset. As discussed above, each Fund's risk profile will become more
conservative over time. The Transition 2010 Fund represents the most
conservative investment strategy, while the Transition 2030 Fund is the most
aggressive. The Funds' risks mean that you can lose money by investing in a
Fund. When you redeem your shares, they may be worth more or less than what
you paid for them. There is no assurance that the Funds will achieve their
investment objectives.

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

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

Fees and Expenses of the Funds

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

Shareholder Fees (charges paid directly from your investment):

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

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

Transition 2010 Fund               Class A    Class  Class C  Class N  Class Y
                                     Shares   B       Shares   Shares   Shares
                                              Shares
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Management Fees                       None     None    None     None     None
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Distribution and/or Service          0.25%    1.00%   1.00%    0.50%     None
(12b-1) Fees
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Other Expenses(5)                    0.39%    0.39%   0.39%    0.39%    0.39%
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Underlying Fund Operating            0.65%    0.65%   0.65%    0.65%    0.65%
Expenses(6)
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Total Annual Fund and Underlying     1.29%    2.04%   2.04%    1.54%    1.04%
Fund Operating Expenses(7)

Transition 2015 Fund               Class A    Class  Class C  Class N  Class Y
                                     Shares   B       Shares   Shares   Shares
                                              Shares
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Management Fees                       None     None    None     None     None
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Distribution and/or Service          0.25%    1.00%   1.00%    0.50%     None
(12b-1) Fees
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Other Expenses(5)                    0.39%    0.39%   0.39%    0.39%    0.39%
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Underlying Fund Operating            0.69%    0.69%   0.69%    0.69%    0.69%
Expenses(6)
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Total Annual Fund and Underlying     1.33%    2.08%   2.08%    1.58%    1.08%
Fund Operating Expenses(7)

Transition 2020 Fund               Class A    Class  Class C  Class N  Class Y
                                     Shares   B       Shares   Shares   Shares
                                              Shares
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Management Fees                       None     None    None     None     None
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Distribution and/or Service          0.25%    1.00%   1.00%    0.50%     None
(12b-1) Fees
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Other Expenses(5)                    0.39%    0.39%   0.39%    0.39%    0.39%
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Underlying Fund Operating            0.71%    0.71%   0.71%    0.71%    0.71%
Expenses(6)
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Total Annual Fund and Underlying     1.35%    2.10%   2.10%    1.60%    1.10%
Fund Operating Expenses(7)

Transition 2030 Fund               Class A    Class  Class C  Class N  Class Y
                                     Shares   B       Shares   Shares   Shares
                                              Shares
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Management Fees                       None     None    None     None     None
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Distribution and/or Service          0.25%    1.00%   1.00%    0.50%     None
(12b-1) Fees
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Other Expenses(5)                    0.39%    0.39%   0.39%    0.39%    0.39%
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Underlying Fund Operating            0.74%    0.74%   0.74%    0.74%    0.74%
Expenses(6)
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Total Annual Fund and Underlying     1.38%    2.13%   2.13%    1.63%    1.13%
Fund Operating Expenses(7)

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

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

If you redeemed your shares:
                                          Transition 2015
Transition 2010 Fund  1 Year  3 Years     Fund                1 Year  3 Years
---------------------------------------   -------------------------------------
---------------------------------------   -------------------------------------
Class A Shares         $700     $963      Class A Shares       $703     $975
---------------------------------------   -------------------------------------
---------------------------------------   -------------------------------------
Class B Shares         $709     $946      Class B Shares       $713     $958
---------------------------------------   -------------------------------------
---------------------------------------   -------------------------------------
Class C Shares         $309     $646      Class C Shares       $313     $658
---------------------------------------   -------------------------------------
---------------------------------------   -------------------------------------
Class N Shares         $258     $490      Class N Shares       $262     $503
---------------------------------------   -------------------------------------
---------------------------------------   -------------------------------------
Class Y Shares         $107     $333      Class Y Shares       $111     $345

                                          Transition 2030
Transition 2020 Fund  1 Year  3 Years     Fund                1 Year  3 Years
---------------------------------------   -------------------------------------
---------------------------------------   -------------------------------------
Class A Shares         $705     $981      Class A Shares       $708     $990
---------------------------------------   -------------------------------------
---------------------------------------   -------------------------------------
Class B Shares         $715     $965      Class B Shares       $718     $974
---------------------------------------   -------------------------------------
---------------------------------------   -------------------------------------
Class C Shares         $315     $665      Class C Shares       $318     $674
---------------------------------------   -------------------------------------
---------------------------------------   -------------------------------------
Class N Shares         $264     $509      Class N Shares       $267     $518
---------------------------------------   -------------------------------------
---------------------------------------   -------------------------------------
Class Y Shares         $113     $352      Class Y Shares       $116     $361


If you did not redeem your shares:
                                          Transition 2015
Transition 2010 Fund  1 Year  3 Years     Fund                1 Year  3 Years
---------------------------------------   -------------------------------------
---------------------------------------   -------------------------------------
Class A Shares         $700     $963      Class A Shares       $703     $975
---------------------------------------   -------------------------------------
---------------------------------------   -------------------------------------
Class B Shares         $209     $646      Class B Shares       $213     $658
---------------------------------------   -------------------------------------
---------------------------------------   -------------------------------------
Class C Shares         $209     $646      Class C Shares       $213     $658
---------------------------------------   -------------------------------------
---------------------------------------   -------------------------------------
Class N Shares         $158     $490      Class N Shares       $162     $503
---------------------------------------   -------------------------------------
---------------------------------------   -------------------------------------
Class Y Shares         $107     $333      Class Y Shares       $111     $345

                                          Transition 2030
Transition 2020 Fund  1 Year  3 Years     Fund                1 Year  3 Years
---------------------------------------   -------------------------------------
---------------------------------------   -------------------------------------
Class A Shares         $705     $981      Class A Shares       $708     $990
---------------------------------------   -------------------------------------
---------------------------------------   -------------------------------------
Class B Shares         $215     $665      Class B Shares       $218     $674
---------------------------------------   -------------------------------------
---------------------------------------   -------------------------------------
Class C Shares         $215     $665      Class C Shares       $218     $674
---------------------------------------   -------------------------------------
---------------------------------------   -------------------------------------
Class N Shares         $164     $509      Class N Shares       $167     $518
---------------------------------------   -------------------------------------
---------------------------------------   -------------------------------------
Class Y Shares         $113     $352      Class Y Shares       $116     $361

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

About the Funds' Investments

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

Investments in the Underlying Funds. Under normal circumstances, the Funds
invest in diversified portfolios made up of varying allocations of
investments in the Underlying Funds. The Underlying Funds in which the Funds
may invest include Oppenheimer Capital Appreciation Fund, Oppenheimer
Champion Income Fund, Oppenheimer Core Bond Fund, Oppenheimer Dividend Growth
Fund, Oppenheimer Global Fund, Oppenheimer Growth Fund, Oppenheimer
International Bond Fund, Oppenheimer International Growth Fund, Oppenheimer
Quest International Value Fund, Oppenheimer Main Street Fund, Oppenheimer
Main Street Opportunity Fund, Oppenheimer Main Street Small Cap Fund,
Oppenheimer MidCap Fund, Oppenheimer Real Asset Fund, Oppenheimer Real Estate
Fund, Oppenheimer Small- & Mid- Cap Value Fund, Oppenheimer U.S. Government
Trust, Oppenheimer Value Fund, and Oppenheimer Limited-Term Government Fund.
These Underlying Funds were chosen based on the Manager's determination that
they could provide the diversification needed to implement the allocation
strategies of the Funds. The choice of Underlying Funds, the objectives and
policies of the Underlying Funds and the Funds' allocations to the Underlying
Funds may change from time to time without approval by the Funds'
shareholders.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

INVESTMENTS IN FIXED-INCOME SECURITIES. Certain of the Underlying Funds
emphasize investments in debt securities, such as government securities and
corporate bonds and debentures. The Underlying Funds might also buy
short-term debt securities for liquidity purposes pending the purchase of new
investments or to have cash to pay for redemptions of the Underlying Fund's
shares. To seek higher income, some Underlying Funds can invest without limit
in  debt securities, commonly known as "junk bonds," that are rated below
investment grade. That means that they are rated lower than "Baa" by Moody's
Investors Service or "BBB" by Standard & Poor's Rating Service or have
comparable ratings by other nationally-recognized rating organizations or are
unrated securities that the Manager considers to be of equivalent quality.
The Underlying Funds do not purchase debt securities that are in default, but
may continue to hold a debt security after a default event has occured.

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

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

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

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

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

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

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

Foreign Debt Securities. Some of the Underlying Funds may invest in a variety
of debt securities issued by foreign governments and companies, as well as
"supra-national" entities, such as the World Bank. They can include bonds,
debentures, and notes, including derivative investments called "structured"
notes, described below. The Underlying 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
market 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.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Investments in Institutional Money Market Fund.  The Funds and the Underlying
Funds also can invest their free cash balances in the Class E shares of
Oppenheimer Institutional Money Market Fund. The Oppenheimer Institutional
Money Market Fund is a registered open-end management investment company,
regulated as a money market fund under the Investment Company Act of 1940, as
amended, that invests in a variety of money market instruments. As
shareholders, the Funds and the Underlying Funds will be subject to their
proportional share of the Oppenheimer Institutional Money Market Fund's Class
E expenses, including its advisory fee. However, the Manager will waive a
portion of the Funds' and the Underlying Funds' advisory fee to the extent of
the their share of the Oppenheimer Institutional Money Market Fund's advisory
fee.

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

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

If the issuer of the derivative does not pay the amount due, an Underlying
Fund may lose money on the investment. Also, the underlying security or
investment on which the derivative is based, and the derivative itself, might
not perform the way the Manager expected it to perform. If that happens, an
Underlying Fund's share price could fall and it may realize less income than
expected. Some derivatives may be illiquid, making it difficult to value them
or sell them at an acceptable price. Using derivatives can increase the
volatility of an Underlying Fund's share price.

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

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

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

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

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

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

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

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

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

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

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

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

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

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



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

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

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

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

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

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

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

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

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

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

Temporary Defensive and Interim Investments. For temporary periods, the Funds
and each of the Underlying Funds may hold a portion of their assets in cash,
money market securities or other similar, liquid investments including shares
of Oppenheimer Institutional Money Market Fund. This will generally occur
when the Manager is unable to immediately invest cash received from purchases
of Fund or Underlying Fund shares or from redemptions of a Fund's or an
Underlying Fund's other investments or to meet anticipated redemptions of
Fund or Underlying Fund shares. In times of adverse or unstable market,
economic or political conditions, the Funds and certain of the Underlying
Funds may invest up to 100% of their assets in temporary investments that are
inconsistent with their principal investment strategies. Generally those
assets would be held in cash or cash equivalents, such as U.S. Treasury Bills
and other short-term U.S. Government obligations, high-grade commercial paper
securities or repurchase agreements or shares of Oppenheimer Institutional
Money Market Fund. They may also include other investment-grade debt
securities. To the extent that a Fund or an Underlying Fund invests
defensively in these securities it might not achieve its investment objective.

Portfolio Turnover. A change in the securities held by a Fund is known as
"portfolio turnover." It is not anticipated that the Funds will have a high
portfolio turnover rate, however, 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 a Fund or an Underlying
Fund realizes capital gains when it sells investments, it must generally pay
those gains out to shareholders, increasing their taxable distributions.
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 Funds' portfolio transactions will be
trades in the shares of the Underlying Funds, which do not involve brokerage
commissions. The portfolio turnover of each Underlying Fund for its most
recently completed fiscal year is included in its prospectus, which is
available without charge as indicated on the back cover of this prospectus.

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

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

How the Funds are Managed

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

      The Manager has been an investment adviser since January 1960. The
Manager and its subsidiaries and controlled affiliates managed more than $220
billion in assets as of September 30, 2006, including other Oppenheimer funds
with more than 6 million shareholder accounts. The Manager is located at Two
World Financial Center, 225 Liberty Street, 11th Floor, New York, New York
10281-1008.

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

                           Class A  Class B  Class C  Class N Class Y
----------------------------------------------------------------------
----------------------------------------------------------------------
Transition 2010 Fund        0.66%    0.66%    0.66%    0.66%   0.66%
----------------------------------------------------------------------
----------------------------------------------------------------------
Transition 2015 Fund        0.69%    0.69%    0.69%    0.69%   0.69%
----------------------------------------------------------------------
----------------------------------------------------------------------
Transition 2020 Fund        0.71%    0.71%    0.71%    0.71%   0.71%
----------------------------------------------------------------------
----------------------------------------------------------------------
Transition 2030 Fund        0.74%    0.74%    0.74%    0.74%   0.74%

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

                           Class A  Class B  Class C  Class N Class Y
----------------------------------------------------------------------
----------------------------------------------------------------------
Transition 2010 Fund        1.50%    2.25%    2.25%    1.75%   1.25%
----------------------------------------------------------------------
----------------------------------------------------------------------
Transition 2015 Fund        1.50%    2.25%    2.25%    1.75%   1.25%
----------------------------------------------------------------------
----------------------------------------------------------------------
Transition 2020 Fund        1.50%    2.25%    2.25%    1.75%   1.25%
----------------------------------------------------------------------
----------------------------------------------------------------------
Transition 2030 Fund        1.50%    2.25%    2.25%    1.75%   1.25%

The limitations will be applied after giving effect to reimbursements by the
Distributor of 12b-1 fees paid by a Fund with respect to Class A shares of
any Underlying Fund that does not offer  Class Y shares.

A discussion regarding the basis for the Board of Trustees' approval of the
Fund's investment advisory contract will be available in the Fund's Annual
Report to the shareholders for the period ended February 28, 2006.

      Portfolio Managers. The Funds are managed by a team of investment
professionals including Rudi W. Schadt, Jerry A. Webman, and Kurt Wolfgruber,
who have been Vice Presidents of the Funds and members of the portfolio
management team since the Funds' inception.

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

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

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

      The Statement of Additional Information provides additional information
about the portfolio management team's compensation, other accounts they
manage and their ownership of each Fund's shares. Information about the
portfolio managers of the Underlying Funds is available in the prospectus and
Statement of Additional Information of each Underlying Fund.

Pending Litigation.  A consolidated amended complaint was filed as a putative
class action against the Manager and the Transfer Agent (and other
defendants) in the U.S. District Court for the Southern District of New York
on January 10, 2005 and was amended on March 4, 2005. The complaint alleged,
among other things, that the Manager charged excessive fees for distribution
and other costs, and that by permitting and/or participating in those
actions, the Directors/Trustees and the Officers of the funds breached their
fiduciary duties to fund shareholders under the Investment Company Act of
1940 and at common law. The plaintiffs sought unspecified damages, an
accounting of all fees paid, and an award of attorneys' fees and litigation
expenses.

      In response to the defendants' motions to dismiss the suit, seven of
the eight counts in the complaint, including the claims against certain of
the Oppenheimer funds, as nominal defendants, and against certain present and
former Directors, Trustees and officers of the funds, and the Distributor, as
defendants, were dismissed with prejudice, by court order dated March 10,
2006, and the remaining count against the Manager and the Transfer Agent was
dismissed with prejudice by court order dated April 5, 2006. The plaintiffs
filed an appeal of those dismissals on May 11, 2006.

      The Manager believes that it is premature to render any opinion as to
the likelihood of an outcome unfavorable to it, the funds, the
Directors/Trustees or the Officers on the appeal of the decisions of the
district court, and that no estimate can yet be made with any degree of
certainty as to the amount or range of any potential loss. However, the
Manager believes that the allegations contained in the complaint are without
merit and that there are substantial grounds to sustain the district court's
rulings.

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 a Fund's shares.

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

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

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

WHAT IS THE MINIMUM AMOUNT YOU MUST INVEST? In most cases, you can buy shares
of the Funds with a minimum initial investment of $1,000 and make additional
investments at any time with as little as $50. The minimum investment
requirements do not apply to reinvested dividends from the Funds or from
other Oppenheimer funds or reinvested distributions from unit investment
trusts that have made arrangements with the Distributor. There are reduced
initial minimums available in certain circumstances, including under the
following special investment plans:

o     For the many types of retirement plan accounts that OppenheimerFunds
      offers (more fully described below under "Special Investor Services")
      the minimum initial investment is $500.
o     For an Asset Builder Plan or Automatic Exchange Plan (details are in
      the Statement of Additional Information), or a government allotment
      plan, the minimum investment is $500.
o     For certain fee based programs that have an agreement with the
      Distributor a minimum initial investment of $250 applies.

If your account balance is less than $500 at the time the Minimum Balance Fee
is assessed (in September of each year) it may be subject to the fee
described in the section "Shareholder Account Rules and Policies - A $12
annual 'Minimum Balance Fee'" in this Prospectus. Accounts with balances of
less than $500 may be subject to involuntary redemption under certain
circumstances.

AT WHAT PRICE ARE SHARES SOLD? Shares are sold at their offering price which
is the net asset value per share plus any initial sales charge that applies.
The offering price that applies to a purchase order is based on the next
calculation of the net asset value per share that is made after the
Distributor receives the purchase order at its offices in Colorado, or after
any agent appointed by the Distributor receives the order. Your financial
adviser can provide you with more information regarding the time you must
submit your purchase order and whether the adviser is an authorized agent for
the receipt of purchase orders.

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

For each Fund and 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 that fund's net assets attributable to that class by the number of shares
of that class outstanding on that day. The Underlying Funds determine the
values of their assets primarily on the basis of current market quotations.
If market quotations are not readily available or, in the Manager's judgment,
do not accurately reflect the fair value for a security, or if a security's
value has been materially affected by events occurring after the close of the
market on which the security is principally traded, that security may be
valued by another method that the Underlying Fund's board of directors or
trustees believes accurately reflects the security's 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, and therefore the value of the shares of a Fund, may change on
days when investors cannot buy or redeem the Fund's shares.

The board of directors or trustees of each Underlying Fund has adopted
valuation procedures for that Underlying Fund and has delegated the
day-to-day responsibility for fair value determinations to the Manager's
Valuation Committee. A fair value determination by the Manager is subject to
review, approval and ratification by the applicable board at its next
scheduled meeting after the fair valuation is determined. In determining
whether current market prices are readily available and reliable, the Manager
monitors the information it receives in the ordinary course of its investment
management responsibilities for events that it believes, in good faith, will
affect the market prices of the securities of issuers held by the Underlying
Fund. 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, an 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. Those may
include events affecting specific issuers (for example, a halt in trading of
the securities of an issuer on an exchange during the trading day) or events
affecting a securities markets (for example, a foreign securities market
closes early because of a natural disaster). The 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 Underlying Funds use fair value pricing procedures to reflect what the
Manager and the Underlying Funds' boards of directors or trustees believe to
be more accurate values for the Underlying Fund's portfolio securities,
although they may not always be able to accurately determine such values.
There can be no assurance that an Underlying Fund could obtain the fair value
assigned to a security if it were to sell the security at approximately the
same time at which the Underlying Fund determines its net asset value per
share. The discussion of "time-zone arbitrage" above describes certain other
effects that the Underlying Funds' fair value pricing policies are intended
to counteract.

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

Buying Through a Dealer. If you buy shares through a dealer, your dealer must
receive the order by the close of the NYSE (normally 4:00 p.m.). Your dealer
must 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.), 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 DO THE FUNDS OFFER? The Funds offer investors five
different classes of shares. The different classes of shares represent
investments in the same portfolio of securities, but the classes are subject
to different expenses and will likely have different share prices. When you
buy shares, be sure to specify the class of shares. If you do not choose a
class, your investment will be made in Class A shares.
------------------------------------------------------------------------------

Class A Shares. If you buy Class A shares, you pay an initial sales charge
(on investments up to $1 million for regular accounts or lesser amounts for
certain retirement plans). The amount of that sales charge will vary
depending on the amount you invest. The sales charge rates are listed in "How
Can You Buy Class A Shares?" below.

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

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

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

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

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

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

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

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

      Additionally, the dividends payable to Class B, Class C and Class N
      shareholders will be reduced by the additional expenses borne by those
      classes that are not borne by Class A or Class Y shares, such as the
      Class B, Class C and Class N asset-based sales charge described below
      and in the Statement of Additional Information.

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

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

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

 ------------------------------------------------------------------------------
                          Front-End Sales   Front-End Sales
                            Charge as a       Charge as a     Concession as a
                           Percentage of   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 Funds by certain groups, or under specified
retirement plan arrangements, or in other special types of transactions. To
receive a waiver or special sales charge rate, you must advise the
Distributor when purchasing shares or the Transfer Agent when redeeming
shares that a special condition applies.

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

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

      To count shares of eligible Oppenheimer funds held in accounts at other
      intermediaries under this Right of Accumulation, you may be requested
      to provide the Distributor or your current intermediary with a copy of
      each account statement showing your current holdings of the Funds or
      other eligible Oppenheimer funds, including statements for accounts
      held by you and your spouse or in retirement plans or trust or
      custodial accounts for minor children as described above. The
      Distributor or intermediary through which you are buying shares will
      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 Funds or
      other Oppenheimer funds over a 13-month period. The total amount of
      your intended purchases of Class A, Class B and Class C shares will
      determine the reduced sales charge rate that will apply to your Class A
      share purchases of the Funds during that period. You can choose to
      include purchases made up to 90 days before the date that you submit a
      Letter of Intent. 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. 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 Funds'  Transfer  Agent
      for this purpose.  Please refer to "How to Buy Shares - Letters of
      Intent" in the Fund's  Statement  of  Additional  Information  for
      more complete information.

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

o     Dividend Reinvestment. Dividends and/or capital gains distributions
      received by a shareholder from a Fund may be reinvested in shares of
      that Fund, or any of the other Oppenheimer funds into which shares of
      the Fund may be exchanged, without a sales charge, at the net asset
      value per share in effect on the payable date. You must notify the
      Transfer Agent in writing to elect this option and must have an
      existing account in the fund selected for reinvestment.
o     Exchanges of Shares. Shares of the Funds may be exchanged for shares of
      certain other Oppenheimer funds at net asset value per share at the
      time of exchange, without sales charge, and shares of the Funds can be
      purchased by exchanging shares of certain other Oppenheimer funds for
      shares of a Fund on the same basis. Please refer to "How to Exchange
      Shares" in this Prospectus and in the Statement of Additional
      Information for more details, including a discussion of certain
      circumstances in which sales charges may apply to an exchange.
o     Reinvestment Privilege. Within six months of a redemption of certain
      Class A and Class B shares, the proceeds may be reinvested in Class A
      shares of a Fund, or any of the other Oppenheimer funds into which
      shares of that Fund may be exchanged, without a sales charge. This
      privilege applies to redemptions of Class A shares that were subject to
      an initial sales charge or Class A or Class B shares that were subject
      to a contingent deferred sales charge when redeemed. An investor must
      ask the Transfer Agent or his or her financial intermediary for that
      privilege at the time of reinvestment and must identify the account
      from which the redemption was made.
o     Other Special Reductions and Waivers. The Funds and the Distributor
      offer additional arrangements to reduce or eliminate front-end sales
      charges or to waive contingent deferred sales charges for certain types
      of transactions and for certain categories 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 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 Funds by retirement plans that
      have $5 million or more in plan assets. In that case the Distributor
      may pay from its own resources, at the time of sale, concessions in an
      amount equal to 0.25% of the purchase price of Class A shares purchased
      within the first six months of account establishment by those
      retirement plans to dealers of record, subject to certain exceptions
      described in "Retirement Plans" in the Statement of Additional
      Information.

      There is also no initial sales charge on purchases of Class A shares of
      the Fund by certain retirement plans that are part of a retirement plan
      or platform offered by banks, broker-dealers, financial advisors,
      insurance companies or recordkeepers. 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 1.00% 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 1.00% 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 Funds in connection with the sale of Class B shares.

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

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

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

HOW CAN YOU BUY CLASS C SHARES? Class C shares are sold at net asset value
per share without an initial sales charge. However, if Class C shares are
redeemed within a holding period of 12 months from the beginning of the
calendar month of their purchase, a contingent deferred sales charge of 1.00%
will be deducted from the redemption proceeds. The Class C contingent
deferred sales charge is paid to compensate the Distributor for its expenses
of providing distribution-related services to the Funds in connection with
the sale of Class C shares.

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

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

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

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

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

      Institutional investors that buy Class Y shares for their customers'
accounts may impose charges on those accounts. The procedures for buying,
selling, exchanging and transferring the Funds' 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 Funds have adopted Service Plans for
      Class A shares. These Service Plans reimburse 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
      each Fund. The Distributor currently uses all of those fees to pay
      dealers, brokers, banks and other financial institutions periodically
      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 each Fund. After the shares have been held by
      grandfathered retirement accounts for a year, the Distributor pays the
      service fee to dealers periodically.

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

      The asset-based sales charge and service fees increase Class B and
      Class C expenses by 1.00% and increase Class N expenses by 0.50% of the
      net assets per year of the respective class. Because these fees are
      paid out of each Fund's assets on an on-going basis, over time these
      fees will increase the cost of your investment and may cost you more
      than other types of sales charges.

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

      The Distributor currently pays a sales concession of 3.75% of the
      purchase price of Class B shares to dealers from its own resources at
      the time of sale. Including the advance of the service fee, the total
      amount paid by the Distributor to the dealer at the time of sale of
      Class B shares is therefore 4.00% of the purchase price. The
      Distributor normally retains the Class B asset-based sales charge. See
      the Statement of Additional Information for exceptions.

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

      The Distributor currently pays a sales concession of 0.75% of the
      purchase price of Class N shares to dealers from its own resources at
      the time of sale. Including the advance of the service fee, the total
      amount paid by the Distributor to the dealer at the time of sale of
      Class N shares is therefore 1.00% of the purchase price. The
      Distributor normally retains the asset-based sales charge on Class N
      shares. See the Statement of Additional Information for exceptions.

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

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

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

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

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

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

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

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

Special Investor Services

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

How to Sell Shares

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

Certain Requests Require a Signature Guarantee. To protect you and the Funds
      from fraud, certain requests must be in writing and must have a
      signature guarantee, including  the following redemption requests:
      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; or
      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 placecountry-regionU.S. national securities exchange, a registered
         securities association or a clearing agency.
If you are signing on behalf of a corporation, partnership or other business
or as a fiduciary, you must also include your title in the signature.

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

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

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

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

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

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

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

Are There Limits on Amounts Redeemed by Telephone?

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

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

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

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

HOW CONTINGENT DEFERRED SALES CHARGES AFFECT REDEMPTIONS. If you purchase
shares subject to a Class A, Class B, Class C or Class N contingent deferred
sales charge and redeem any of those shares during the applicable holding
period for the class of shares, the contingent deferred sales charge will be
deducted from the redemption proceeds (unless you are eligible for a waiver
of that sales charge based on the categories listed in Appendix 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 Funds redeem shares in the following order:

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

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

How to Exchange Shares

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

   o  Shares of the fund selected for exchange must be available for sale in
      your state of residence.
   o  The selected fund must offer the exchange privilege.
   o  When you establish an account, you must hold the shares you buy for at
      least seven days before you can exchange them.
   o  Normally, 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 aother fund, you must obtain its prospectus and
      should read it carefully.

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

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

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

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

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

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

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

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

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

ARE THERE LIMITATIONS ON FREQUENT PURCHASES, REDEMPTIONS AND EXCHANGES?

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

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

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

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

o     Exchanges of Client Accounts by Financial Advisers. The Funds and the
      Transfer Agent permit dealers and financial intermediaries to submit
      exchange requests on behalf of their customers (unless 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. Further details are provided under "How to Sell Shares."

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

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

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

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

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

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

o     30-Day Limit. A direct shareholder may exchange some or all of the
      shares of a Fund held in his or her account to another eligible
      Oppenheimer fund once in a 30 calendar-day period. When shares are
      exchanged into the fund account, that account will be "blocked" from
      further exchanges into another fund for a period of 30 calendar days
      from the date of the exchange. The block will apply to the full account
      balance and not just to the amount exchanged into the account. For
      example, if a shareholder exchanged $1,000 from one fund into another
      fund in which the shareholder already owned shares worth $10,000, then,
      following the exchange, the full account balance ($11,000 in this
      example) would be blocked from further exchanges into another fund for
      a period of 30 calendar days. A "direct shareholder" is one whose
      account is registered on 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 that offers an exchange privilege at any time, even
      if the shareholder has exchanged shares into the stock or bond fund
      during the prior 30 days. However, all of the shares held in that money
      market fund would then be blocked from further exchanges into another
      fund for 30 calendar days.

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

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

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

Shareholder Account Rules and Policies

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

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

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

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

The Transfer Agent will record any telephone calls to verify data concerning
      transactions and has adopted other procedures to confirm that telephone
      instructions are genuine, by requiring callers to provide tax
      identification numbers and other account data or by using PINs, and by
      confirming such transactions in writing. The Transfer Agent and the
      Funds will not be liable for losses or expenses arising out of
      telephone instructions reasonably believed to be genuine.

Redemption or transfer requests will not be honored until the Transfer Agent
      receives all required documents in proper form. From time to time, the
      Transfer Agent in its discretion may waive certain of the requirements
      for redemptions stated in this Prospectus.

Dealers that perform account transactions for their clients by participating
      in NETWORKING through the National Securities Clearing Corporation are
      responsible for obtaining their clients' permission to perform those
      transactions, and are responsible to their clients who are shareholders
      of the Funds if the dealer performs any transaction erroneously or
      improperly.

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

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

The Transfer Agent may delay processing any type of redemption payment as
      described under "How to Sell Shares" for recently purchased shares, but
      only until the purchase payment has cleared. That delay may be as much
      as 10 days from the date the shares were purchased. That delay may be
      avoided if you purchase shares by Federal Funds wire or certified check.
Involuntary redemptions of small accounts may be made by the Funds if the
      account value has fallen below $500 for reasons other than a decline in
      the market value of the shares. In some circumstances, involuntary
      redemptions may be made to repay the Distributor for losses from the
      cancellation of share purchase orders. See the section "How to Buy
      Shares - Cancellation of Purchase Orders" in the Statement of
      Additional Information for more information.

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

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

"Backup withholding" of federal income tax may be applied against taxable
      dividends, distributions and redemption proceeds (including exchanges)
      if you fail to furnish a Fund your correct, certified Social Security
      or Employer Identification Number when you sign your application, or if
      you under-report your income to the Internal Revenue Service.

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

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


Dividends, Capital Gains and Taxes

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

CAPITAL GAINS. The Funds may realize capital gains on the sale of portfolio
securities. If so, they may make distributions out of any net short-term or
long-term capital gains annually. A Fund may make supplemental distributions
of dividends and capital gains following the end of its fiscal year. There
can be no assurance that a Fund will pay any capital gains distributions in a
particular year.

WHAT CHOICES DO YOU HAVE FOR RECEIVING DISTRIBUTIONS? When you open your
account, specify on your application how you want to receive your dividends
and distributions. You have four options:

Reinvest All Distributions in a Fund. You can elect to reinvest all dividends
      and capital gains distributions in additional shares of a Fund.

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

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

Reinvest Your Distributions in Another OppenheimerFunds Account. You can
      reinvest all distributions in the same class of shares of another
      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 a Fund.
Distributions are subject to federal income tax and may be subject to state
or local taxes. Dividends paid from short-term capital gains and net
investment income generally are taxable as ordinary income. Long-term capital
gains are taxable as long-term capital gains when distributed to
shareholders, regardless of how long you have held your shares. Certain
dividend income and long-term capital gains received by the Funds are
eligible for taxation at a reduced rate that applies to non-corporate
shareholders. Whether you reinvest your distributions in additional shares or
take them in cash, the tax treatment is the same.

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

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

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

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

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

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

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

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

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

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

Financial Highlights

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


More Information About The Underlying Funds

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

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

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

Oppenheimer Champion Income Fund - This Underlying Fund's primary objective
is to seek a high level of current income by investing in a diversified
portfolio of high-yield, lower-rated fixed-income securities that the Manager
believes do not involve undue risk. This Underlying Fund's secondary
objective is to seek capital growth when consistent with its primary
objective.

This Underlying Fund currently invests mainly in a variety of high-yield
fixed-income debt securities of domestic and foreign issuers for high current
income. These securities primarily include:

o     Lower-grade bonds and notes of corporate issuers.
o     Foreign corporate and government bonds.
o     "Structured" notes.

Under normal market conditions, the Fund invests at least 60% of its total
assets in high-yield, lower-grade, fixed-income securities, commonly called
"junk bonds." Lower-grade debt securities are those rated below "Baa" by
Moody's Investors Service ("Moody's") or lower than "BBB" by Standard &
Poor's Rating Services ("S&P") or comparable ratings by other
nationally-recognized rating organizations (or, in the case of unrated
securities, determined by the Manager to be comparable to securities rated
below investment grade). See Appendix A to the Statement of Additional
Information for a description of the bond ratings.

The remainder of the Fund's assets may be held in other debt securities, cash
or cash equivalents, in rights or warrants, or invested in common stocks and
other equity securities when the Manager believes those are consistent with
the Fund's objectives. Investments in high-yield securities and equity
securities may provide opportunities for capital growth while also providing
income to the Fund. The Fund's foreign investments currently focus on debt
securities of issuers in developed markets. The Fund also uses certain
derivative investments, primarily "structured notes," to try to enhance
income or to try to manage investment risks.

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

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

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

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

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

Oppenheimer Dividend Growth Fund -  This Underlying Fund's primary objective
is to seek to maximize total return through both capital appreciation and
income.

This Underlying Fund invests mainly in common stocks of companies that
currently pay dividends or are expected to begin paying dividends in the
future. This Underlying Fund invests with an emphasis on companies that are
expected to grow their dividends over time. As a non-fundamental policy,
under normal market conditions, this Underlying Fund will invest at least 80%
of its net assets in securities of companies that the portfolio managers
expect to experience dividend growth, including companies that currently pay
dividends and are expected to increase them, and companies that do not
currently pay dividends but are expected to begin paying them in the near
future.

Oppenheimer Growth Fund - This Underlying Fund seeks capital appreciation.
This Underlying Fund invests mainly in common stocks of "growth companies."
This Underlying Fund currently focuses on stocks of companies having a large
or mid-size market capitalization, but this focus could change over time.
This Underlying Fund can invest in domestic companies and foreign companies,
although most of its investments are in stocks of U.S. companies.

The portfolio manager of this Underlying Fund looks for stocks of companies
with growth potential, and normally invests in between 60 and 80 companies,
to focus the portfolio. Currently, the portfolio manager seeks to implement
that investment approach by looking for:

o     Companies that have strong revenue growth
o     Companies with above-average earnings growth
o     Companies that we believe can sustain strong revenue and earnings growth
o     Companies that are well established as leaders in growth markets
o     Stocks with attractive valuations relative to their growth potential

Oppenheimer Global Fund - This Underlying Fund seeks capital appreciation.
This Underlying Fund invests mainly in common stocks of U.S. and foreign
companies. This Underlying Fund can invest without limit in foreign
securities and can invest in any country, including countries with developed
or emerging markets. However, this Underlying Fund currently emphasizes its
investments in developed markets such as the United States, Western European
countries and Japan. This Underlying Fund does not limit its investments to
companies in a particular capitalization range, but currently invests in mid-
and large-cap companies.

This Underlying Fund is not required to allocate its investments in any set
percentages in any particular countries. As a fundamental policy, this
Underlying Fund normally will invest in at least three countries (one of
which may be the United States). Typically, this Underlying Fund invests in a
number of different countries.

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

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

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

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

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

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

This Underlying Fund currently invests mainly in common stocks of companies
the Manager believes to be undervalued, that are domiciled outside the
country-regionUnited States or have their primary operations outside the
placecountry-regionUnited States.

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

This Underlying Fund can invest in emerging markets as well as developed
markets throughout the world, although it may place greater emphasis on
investing in one or more particular regions from time to time, such as Europe
or Asia. It can invest up to 100% of its assets in foreign securities. Under
normal market conditions, it 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 Limited-Term Government Fund -  This Underlying Fund seeks high
current return and safety of principal. This Underlying Fund invests at least
80% of its net assets (plus borrowings used for investment purposes) in debt
securities issued by the U.S. government, its agencies and instrumentalities,
repurchase agreements on those securities and hedging instruments approved by
its board of trustees. U.S. government securities include debt securities
that are issued or guaranteed by the U.S. Treasury, such as Treasury bills,
notes or bonds, and securities issued or guaranteed by U.S. government
agencies or federally-chartered entities that are referred to as
"instrumentalities" of the U.S. government.

This Underlying Fund invests significant amounts of its assets in
mortgage-related derivative securities, such as collateralized mortgage
obligations and mortgage participation certificates, issued or guaranteed by
instrumentalities of the U.S. government, such as the Government National
Mortgage Association. This Underlying Fund may also invest up to 20% of its
net assets in mortgage-backed securities that are not issued or guaranteed by
the U.S. government, its agencies or instrumentalities, asset-backed
securities, investment grade corporate debt obligations and certain other
high quality debt obligations.

This Underlying Fund seeks to maintain an average effective portfolio
duration of not more than three years (measured on a dollar-weighted basis)
to try to reduce the volatility of the value of its securities portfolio.
However, the Fund can invest in securities that have short-, medium- or
long-term maturities and may use derivative investments to try to reduce
interest rate risks.

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

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

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


Oppenheimer Main Street Opportunity Fund(R)- This Underlying Fund seeks
long-term capital appreciation. This Underlying Fund invests primarily in
common stocks of U.S. companies of small, medium and large capitalization
ranges.

This Underlying Fund's portfolio managers use an investment process that
combines quantitative models, fundamental research about particular
securities and individual judgment in order to decide which securities to buy
or sell. The selection process currently involves the use of:

   o  Multi-factor quantitative models: "Top-down" models analyze data such
      as relative valuations, relative price trends, interest rates and the
      shape of the yield curve. These help direct portfolio emphasis by
      market capitalization (small, mid, or large), industries, and value or
      growth styles. "Bottom up" models help to rank stocks in a universe
      typically including 3,000 stocks, selecting stocks for relative
      attractiveness by analyzing stock and company characteristics.
   o  Fundamental research: Internal research and analysis by other market
      analysts, with emphasis on current company news and industry-related
      events.
   o  Judgment: After analyzing the models and fundamental research, the
      portfolio managers apply their judgment to decide which securities to
      buy or sell.

Oppenheimer Main Street Small Cap Fund(R)- This Underlying Fund seeks capital
appreciation. This Underlying Fund invests mainly in common stocks of
small-capitalization ("small-cap") U.S. companies that the the Manager
believes have favorable business trends or prospects. Under normal market
conditions, this Underlying Fund will invest at least 80% of its net assets
(including any borrowings for investment purposes) in securities of companies
having a small market capitalization. These may include "growth" and/or
"value" common stocks and other equity securities. A "value" investment style
attempts to find companies whose securities are believed to be undervalued in
the marketplace. A "growth" investment style encompasses a search for
companies whose earnings are expected to increase at a greater rate than the
overall market. This Underlying Fund incorporates a blended style of
investing combining both growth and value styles.

This Underlying Fund currently considers an issuer having a market
capitalization of up to $3 billion to be a small-cap issuer. This Underlying
Fund measures capitalization at the time the Fund buys a security and it is
not required to sell the security if the issuer's capitalization subsequently
grows above $3 billion. Over time, the Fund may change the range of asset
capitalizations it uses to define small-cap issuers, as market conditions
change.

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

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

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

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

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

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

Oppenheimer Real Estate Fund - This Underlying Fund seeks total return
through investment in real estate related securities. This Underlying Fund
has adopted a policy to invest, under normal circumstances, at least 80% of
the value of its net assets (plus the amount of any borrowings for investment
purposes) in common stocks and other equity securities issued by real estate
companies, such as "real estate investment trusts" ("REITs") and "real estate
operating companies" ("REOCs"). This is a non-fundamental policy which this
Underlying Fund's board of trustees may change upon 60 days' notice to
shareholders.

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

Oppenheimer U.S. Government Trust - This Underlying Fund seeks high current
income consistent with preservation of capital. Under normal market
conditions, this Underlying Fund invests at least 80% of its net assets (plus
borrowings used for investment purposes) in U.S. government securities. These
include debt securities issued or guaranteed by the U.S. Treasury, such as
Treasury bills, notes or bonds, and securities issued or guaranteed by
agencies or entities that are referred to as "instrumentalities" of the U.S.
government.

 This Underlying Fund typically invests a substantial portion of its assets
in mortgage-related derivative securities, such as collateralized mortgage
obligations and mortgage participation certificates. They include
mortgage-related U.S. government securities as well as securities issued by
private institutions, such as banks and mortgage companies.

The securities this Underlying Fund buys may pay interest at fixed or
floating rates, or may be "stripped" securities. This Underlying Fund can buy
securities that have short-, medium- or long-term maturities, and the average
maturity of this Underlying Fund's portfolio can be expected to change over
time. This Underlying Fund uses derivative investments, such as interest-only
and principal-only securities, to try to enhance income and to manage
investment risks.

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

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



INFORMATION AND SERVICES

For More Information on Oppenheimer LifeCycle Funds
o     Oppenheimer Transition 2010 Fund
o     Oppenheimer Transition 2015 Fund
o     Oppenheimer Transition 2020 Fund
o     Oppenheimer Transition 2030 Fund

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

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

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

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

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

Information about the Funds and the Underlying Funds, including their
Statements of Additional Information can be reviewed and copied at the 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 and the Underlying 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 Nos.:  811-21920,  811-21921; 811-21922; 811-21923
PR0___.001.___06
Printed on recycled paper


STATEMENT OF ADDITIONAL INFORMATION


The information in this Statement of Additional Information is not complete and
may be changed. This Statement of Additional Information is not an offer to sell
 these securities and is not soliciting an offer to buy these securities in any
                 state where the offer or sale is not permitted.

                            Subject to Completion
               Preliminary Statement of Additional Information



Oppenheimer LifeCycle Funds

o     Oppenheimer Transition 2010 Fund
o     Oppenheimer Transition 2015 Fund
o     Oppenheimer Transition 2020 Fund
o     Oppenheimer Transition 2030 Fund

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

Statement of Additional Information dated November [    ], 2006

This Statement of Additional Information ("SAI") is not a Prospectus. This
document contains additional information about each of the four Oppenheimer
LifeCycle Funds listed above (each a "Fund" and together the "Funds") and
supplements information in the Prospectus dated November [    ], 2006. It
should be read together with the Prospectus. You can obtain the Prospectus by
writing to the Funds' Transfer Agent, OppenheimerFunds Services (the
"Transfer Agent"), at P.O. Box 5270, Denver, Colorado 80217, or by calling
the Transfer Agent at the toll-free number shown above, or by downloading it
from the OppenheimerFunds Internet website at www.oppenheimerfunds.com.

Contents                                                                  Page


About the Funds
Additional Information About the Funds' Investment Policies and Risks...
    The Funds' Investment Policies......................................
    The Underlying Funds' Investment Policies...........................
      Equity Securities.................................................
      Debt Securities...................................................
      Derivative Securities.............................................
      Other Investments and Investment and Strategies...................
    Investment Restrictions.............................................
Disclosure of Portfolio Holdings........................................
How the Funds are Managed...............................................
    Organization and History............................................
    Board of Trustees and Oversight Committees..........................
    Trustees and Officers of the Funds..................................
    The Manager.........................................................
Brokerage Policies of the Funds.........................................
Distribution and Service Plans..........................................
Payments to Fund Intermediaries.........................................
Performance of the Funds................................................

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

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

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


......About the Funds

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

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

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

               --------------------------------------------
               Transition 2010 Fund
               --------------------------------------------
               --------------------------------------------
                     Oppenheimer Capital Appreciation Fund
               --------------------------------------------
               --------------------------------------------
                     Oppenheimer Core Bond Fund
               --------------------------------------------
               --------------------------------------------
                     Oppenheimer Global Fund
               --------------------------------------------
               --------------------------------------------
                     Oppenheimer Main Street Fund
               --------------------------------------------
               --------------------------------------------
                     Oppenheimer MidCap Fund
               --------------------------------------------
               --------------------------------------------
                     Oppenheimer Real Asset Fund
               --------------------------------------------
               --------------------------------------------
                     Oppenheimer Small- & Mid- Cap Value
                     Fund
               --------------------------------------------
               --------------------------------------------
                     Oppenheimer Value Fund
               --------------------------------------------

               --------------------------------------------
               Transition 2015 Fund
               --------------------------------------------
               --------------------------------------------
                     Oppenheimer Capital Appreciation Fund
               --------------------------------------------
               --------------------------------------------
                     Oppenheimer Core Bond Fund
               --------------------------------------------
               --------------------------------------------
                     Oppenheimer International Growth Fund
               --------------------------------------------
               --------------------------------------------
                     Oppenheimer International Value Fund
               --------------------------------------------
               --------------------------------------------
                     Oppenheimer Main Street Fund
               --------------------------------------------
               --------------------------------------------
                     Oppenheimer MidCap Fund
               --------------------------------------------
               --------------------------------------------
                     Oppenheimer Real Asset Fund
               --------------------------------------------
               --------------------------------------------
                     Oppenheimer Small- & Mid- Cap Value
                     Fund
               --------------------------------------------
               --------------------------------------------
                     Oppenheimer Value Fund
               --------------------------------------------

               --------------------------------------------
               Transition 2020 Fund
               --------------------------------------------
               --------------------------------------------
                     Oppenheimer Capital Appreciation Fund
               --------------------------------------------
               --------------------------------------------
                     Oppenheimer Core Bond Fund
               --------------------------------------------
               --------------------------------------------
                     Oppenheimer Growth Fund
               --------------------------------------------
               --------------------------------------------
                     Oppenheimer International Growth Fund
               --------------------------------------------
               --------------------------------------------
                     Oppenheimer International Value Fund
               --------------------------------------------
               --------------------------------------------
                     Oppenheimer Main Street Fund
               --------------------------------------------
               --------------------------------------------
                     Oppenheimer MidCap Fund
               --------------------------------------------
               --------------------------------------------
                     Oppenheimer Real Asset Fund
               --------------------------------------------
               --------------------------------------------
                     Oppenheimer Small- & Mid- Cap Value
                     Fund
               --------------------------------------------
               --------------------------------------------
                     Oppenheimer Value Fund
               --------------------------------------------

               --------------------------------------------
               Transition 2030 Fund
               --------------------------------------------
               --------------------------------------------
                     Oppenheimer Capital Appreciation Fund
               --------------------------------------------
               --------------------------------------------
                     Oppenheimer Growth Fund
               --------------------------------------------
               --------------------------------------------
                     Oppenheimer International Growth Fund
               --------------------------------------------
               --------------------------------------------
                     Oppenheimer International Value Fund
               --------------------------------------------
               --------------------------------------------
                     Oppenheimer Main Street Fund
               --------------------------------------------
               --------------------------------------------
                     Oppenheimer MidCap Fund
               --------------------------------------------
               --------------------------------------------
                     Oppenheimer Real Asset Fund
               --------------------------------------------
               --------------------------------------------
                     Oppenheimer Small- & Mid- Cap Value
                     Fund
               --------------------------------------------
               --------------------------------------------
                     Oppenheimer Value Fund
               --------------------------------------------

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

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

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

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

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



Equity Securities

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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



Debt Securities

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

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

      Generally, the changes in the interest rate on floating and variable
rate obligations reduce the fluctuation in their market value. As interest
rates decrease or increase, the potential for capital appreciation or
depreciation is less than that for fixed-rate obligations of the same
maturity.

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

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

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

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

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

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

      |X|   Lower-Grade Debt Securities. "Lower-grade" debt securities are
those rated below "investment grade," which means they have a rating lower
than "Baa" by Moody's 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. A description of the
debt security ratings categories of the principal rating organizations is
included in Appendix A to this Statement of Additional Information.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

      |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 and Federal Home Loan Mortgage Corporation
      obligations.

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

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

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

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

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

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

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

      |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 each Underlying Fund.

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

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

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

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

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

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

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

      o  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.

      o  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
         of:

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

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

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

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

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

      |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 an Underlying
      Fund's limits on illiquid investments. "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 three rating categories
      of S&P and Moody's or other rating organizations. If the paper is not
      rated, it may be purchased if the Underlying Funds' manager determines
      that it is comparable to rated commercial paper in the top three rating
      categories of national rating organizations.

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



Main Risks of Debt Securities

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

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

      Some of the Underlying Funds' investments are investment-grade debt
securities and U.S. government securities. U.S. government securities,
although unrated, are generally considered to be equivalent to securities in
the highest rating categories. Investment-grade bonds are bonds that are
rated at least "Baa" by Moody's 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|   Special Risks of Lower-Grade Debt Securities. Because lower-grade
debt securities tend to offer higher yields than investment-grade securities,
an Underlying Fund might invest in lower-grade securities if its manager is
trying to achieve higher income. For specific limitations on Underlying
Funds' investments in lower-grade debt securities, refer to the Statement of
Additional Information for each Underlying Fund.

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

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

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

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

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

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



Derivative Securities

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

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

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

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

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

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

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

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

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

      An Underlying Fund could pay a brokerage commission each time it buys a
call or put, sells a call or put, or buys or sells an underlying investment
in connection with the exercise of a call or put. Those commissions could be
higher on a relative basis than the commissions for direct purchases or sales
of the underlying investments. Premiums paid for options are small in
relation to the market value of the underlying investments. Consequently, put
and call options offer large amounts of leverage. The leverage offered by
trading in options could result in an Underlying Fund's net asset value being
more sensitive to changes in the value of the underlying investment.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

      |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 each Underlying Fund.

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

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

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

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

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

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

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

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

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

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

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

      |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. An Underlying Fund could use these
      calls and puts to try to protect against declines in the dollar value
      of foreign securities and increases in the dollar cost of foreign
      securities the Underlying Fund wants to acquire.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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


Other Investments and Investment Strategies

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

      The Underlying Funds have limitations that apply to purchases of
restricted securities, as stated in their prospectuses. Those percentage
restrictions generally do not limit purchases of restricted securities that
are eligible for sale to qualified institutional purchasers under Rule 144A
of the Securities Act of 1933, as amended (the "Securities Act"), if those
securities have been determined to be liquid by the Manager under
Board-approved guidelines. Those guidelines take into account the trading
activity for such securities and the availability of reliable pricing
information, among other factors. If there is a lack of trading interest in a
particular Rule 144A security, an Underlying Fund's holdings of that security
may be considered to be illiquid.

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

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

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

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



Portfolio Turnover

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

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

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

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

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

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

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

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

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

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


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

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

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

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

                          Capital Appreciation Fund

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

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

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

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

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

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

o     Capital Appreciation 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.

                             Champion Income Fund

o     Champion Income 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 Champion Income's total
assets. The limit does not apply to securities issued by the U.S. government
or any of its agencies or instrumentalities or securities of other investment
companies.

o     Champion Income 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. Under this policy,
utilities are divided into "industries" according to the services they
provide (for example, gas, gas transmission, electric and telephone utilities
will be considered to be in separate industries).

o     Champion Income cannot borrow money in excess of 33-?% of the value of
its total assets. Champion Income may only borrow from banks and/or
affiliated investment companies. Champion Income 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, Champion Income 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     Champion Income cannot make loans except (a) through lending of
securities, (b) through the purchase of debt instruments or similar evidences
of indebtedness, (c) through an inter-fund lending program with other
affiliated funds, provided that no such loan may be made if, as a result, the
aggregate of such loans would exceed 33 ?% of the value of its total assets
(taken at market value at the time of such loans), and (d) through repurchase
agreements.

o     Champion Income cannot invest in real estate. However, Champion Income
can purchase debt securities secured by real estate or interests in real
estate, or issued by companies, including real estate investment trusts, that
invest in real estate or interests in real estate.

o     Champion Income cannot invest in commodities or commodity contracts.
However, Champion Income may buy and sell any of the hedging instruments
permitted by its other investment policies, whether or not the hedging
instrument is considered a commodity or commodity contract, subject to the
restrictions and limitations on such investments specified in Champion
Income's Prospectus and Statement of Additional Information.

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

o     Champion Income cannot issue "senior securities", but this does not
prohibit certain investment activities for which assets of Champion Income
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.

                                Core Bond Fund

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

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

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

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

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

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

o     Core Bond cannot issue "senior securities," but this does not prohibit
certain investment activities for which assets of Core Bond 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.

                               Dividend Growth

o     Dividend Growth 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 Dividend Growth's total
assets. The limit does not apply to securities issued by the U.S. government
or any of its agencies or instrumentalities.

o     Dividend Growth 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 Dividend Growth, as such statute,
rules or regulations may be amended or interpreted from time to time.

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

o     Dividend Growth cannot concentrate investments. That means it cannot
invest 25% or more of its total assets in companies in any one industry.

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

o     Dividend Growth 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.

                                 Global Fund

o     Global 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. That limitation
applies to 75% of Global 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 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 Global Fund, as such statute, rules or
regulations may be amended or interpreted from time to time.

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

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

                                 Growth Fund

o     Growth Fund cannot buy securities or other instruments issued or
guaranteed by any one issuer if more than 5% of its total assets would be
invested in securities or other instruments of that issuer or if it would
then own more than 10% of that issuer's voting securities. This limitation
applies to 75% of Growth 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     Growth Fund cannot make loans, except to the extent permitted under the
Investment Company Act, the rules or regulations thereunder or any exemption
therefrom that is applicable to Growth Fund, as such statute, rules or
regulations may be amended or interpreted from time to time.

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

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

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

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

                          International Growth Fund

o     International Growth 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'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 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's policy on holding restricted and illiquid
securities). International Growth 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 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 cannot invest in real estate or interests in real
estate. However, International Growth can purchase readily-marketable
securities of companies holding real estate or interests in real estate.

o     International Growth cannot issue senior securities. This restriction
does not prevent International Growth 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 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 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 cannot invest in companies for the purpose of
acquiring control or management of them.

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

o     International Growth cannot invest in or hold securities of any issuer
if officers and Trustees or Directors of International Growth 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 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 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.

                           Limited-Term Government

o     Limited-Term Government 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 Limited-Term Government's total assets. The
limit does not apply to securities issued by the U.S. government or any of
its agencies or instrumentalities, or securities of other investment
companies.

o     Limited-Term Government 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     Limited-Term Government cannot deviate from any of its other investment
policies that are described as fundamental policies in the Prospectus or this
Statement of Additional Information.

o     Limited-Term Government 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     Limited-Term Government cannot borrow money in excess of 33 1/3% of the
value of its total assets. Limited-Term Government may borrow only from banks
and/or affiliated investment companies. With respect to this fundamental
policy, Limited-Term Government 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     Limited-Term Government cannot purchase or sell real estate,
commodities or commodity contracts. However, Limited-Term Government may use
hedging instruments approved by its Board of Trustees whether or not those
hedging instruments are considered commodities or commodity contracts.

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

o     Limited-Term Government cannot issue "senior securities," but this does
not prohibit certain investment activities for which assets of Limited-Term
Government 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, contracts to buy or sell derivatives, hedging instruments,
options, or futures.

                               Main Street Fund

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

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

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

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

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

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

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

o     Main Street 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.

                         Main Street Opportunity Fund

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

o     Main Street Opportunity cannot make loans except (a) through lending of
securities, (b) through the purchase of debt instruments or similar evidences
of indebtedness, (c) through an inter-fund lending program with other
affiliated funds, provided that no such loan may be made if, as a result, the
aggregate of such loans would exceed 33 ?% of the value of its total assets
(taken at market value at the time of such loans), and (d) through repurchase
agreements.

o     Main Street Opportunity cannot borrow money in excess of 33 ?% of the
value of its total assets. Main Street Opportunity may borrow only from banks
and/or affiliated investment companies. With respect to this fundamental
policy, Main Street Opportunity 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     Main Street Opportunity cannot concentrate investments. That means it
cannot invest 25% or more of its total assets in any industry. However, there
is no limitation on investments in U.S. government securities.

o     Main Street Opportunity cannot invest in physical commodities or
physical commodity contracts or buy securities for speculative short-term
purposes. However, Main Street Opportunity can buy and sell any of the
hedging instruments permitted by any of its other policies. It 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     Main Street Opportunity cannot invest in real estate or in interests in
real estate. However, Main Street Opportunity can purchase securities of
issuers holding real estate or interests in real estate (including securities
of real estate investment trusts).

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

o     Main Street Opportunity cannot issue "senior securities," but this does
not prohibit certain investment activities for which assets of Main Street
Opportunity 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.

                            Main Street Small Cap

o     Main Street Small Cap 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 Main
Street Small Cap 's total assets. The limit does not apply to securities
issued by the U.S. government or any of its agencies or instrumentalities or
securities of other investment companies.

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

o     Main Street Small Cap cannot borrow money in excess of 33 1/3% of the
value of its total assets. Main Street Small Cap may borrow only from banks
and/or affiliated investment companies. With respect to this fundamental
policy, Main Street Small Cap can borrow only if it maintains a 300% ratio of
assets to borrowing at all times in the manner set forth in the Investment
Company Act of 1940.

o     Main Street Small Cap 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     Main Street Small Cap cannot invest in real estate or in interests in
real estate. However, Main Street Small Cap can purchase securities of
companies holding real estate or interests in real estate.

o     Main Street Small Cap cannot invest in physical commodities or physical
commodity contracts or buy securities for speculative short-term purposes.
However, Main Street Small Cap can buy and sell any of the hedging
instruments permitted by any of its other policies. It 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     Main Street Small Cap cannot underwrite securities of other companies.
A permitted exception is in case it is deemed to be an underwriter under the
Securities Act of 1933 when reselling any securities held in its own
portfolio.

o     Main Street Small Cap cannot issue "senior securities," but this does
not prohibit certain investment activities for which assets of Main Street
Small Cap 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.

                                 MidCap Fund

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

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

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

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

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

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

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

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

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

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

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

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

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

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

                               Real Estate Fund

o     Real Estate 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 Real Estate Fund's total
assets. The limit does not apply to securities issued by the U.S. government
or any of its agencies or instrumentalities or securities of other investment
companies.

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

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

o     Real Estate Fund cannot concentrate its investments to the extent of
25% of its total assets in any industry. However, there is no limitation as
to Real Estate Fund's investments in the real estate industry in general.

o     Real Estate Fund cannot underwrite securities of other companies except
as permitted by the Investment Company Act. 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     Real Estate 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     Real Estate Fund cannot issue senior securities, except as permitted by
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.

                         Small- & Mid- Cap Value Fund

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

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

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

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

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

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

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

                          Quest International Value

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

o     Quest International Value 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     Quest International Value may not underwrite securities issued by
others, except to the extent that Quest International Value may be considered
an underwriter within the meaning of the Securities Act of 1933, as amended,
when reselling securities held in its own portfolio.

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

o     Quest International Value 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.

                            U.S. Government Trust

o     U.S. Government 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 U.S. Government'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     U.S. Government 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     U.S. Government 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     U.S. Government 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     U.S. Government 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.

o     U.S. Government 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 U.S. Government, as such statute,
rules or regulations may be amended or interpreted from time to time.

o     U.S. Government 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 U.S. Government, as such statute,
rules or regulations may be amended or interpreted from time to time.

                                  Value Fund

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

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

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

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

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

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

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

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

o     None of the Underlying Funds can invest in the securities of other
registered investment companies or registered unit investment trusts in
reliance on sub-paragraph (F) or (G) of section 12(d)(1) of the Investment
Company Act and U.S. Government Trust cannot invest in any securities of
other investment companies except if it acquires them as part of a merger,
consolidation or acquisition of assets. Global Fund cannot invest in
securities of other open-end investment companies, except in connection with
a merger, consolidation, reorganization or acquisition of assets, or invest
more than 5% of its net assets in closed-end investment companies, including
small business investment companies, and the commission rates on such
investments may not be in excess of normal brokerage commissions.

o     For purposes of each applicable Underlying Fund's policy not to
concentrate its assets, as described above and in each applicable Underlying
Fund's prospectus and/or Statement of Additional Information, those
Underlying Funds have adopted the non-fundamental industry classifications
listed in Appendix B.

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

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

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

o     Global Fund cannot sell securities short except in "short sales
against-the-box."

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

         Disclosure of Portfolio Holdings

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

o     Public Disclosure. The Funds' and the Underlying Funds' portfolio
         holdings are made publicly available no later than 60 days after the
         close of each of the Funds' or Underlying Funds' fiscal quarters in
         semi-annual and annual reports to shareholders, or in its Statements
         of Investments on Form N-Q, which are publicly available at the SEC.
         In addition, the top 10 or more holdings are posted on the
         OppenheimerFunds' website at www.oppenheimerfunds.com in the "Fund
         Profiles" section. Other general information about the Funds' or
         Underlying Funds' 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 Funds' or Underlying Funds' portfolio holdings
are proprietary, confidential business information. While recognizing the
importance of providing portfolio information to a variety of third parties
to assist with the management, distribution and administrative process, the
need for transparency must be balanced against the risk that third parties
who gain access to the Funds' or Underlying Funds' portfolio holdings
information could attempt to use that information to trade ahead of or
against the Funds or Underlying Funds, which could negatively affect the
prices the Funds or Underlying Funds are able to obtain in portfolio
transactions or the availability of the securities that the portfolio manager
is trading on the Funds' or Underlying Funds' behalf.

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

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

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

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

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

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

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

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

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

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

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

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

The Manager and/or the Funds and the Underlying Funds have entered into
ongoing arrangements to make available information about the Funds' 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         George K Baum & Co.        Pictet
Research
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  Kepler Equities/Julius     SG Cowen & Co.
LLC                         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          Loop Capital Markets       Think Equity Partners
Wasserstein
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 Funds Are Managed


      Organization and History. The Funds are open-end, diversified
management investment companies with an unlimited number of authorized shares
of beneficial interest. The Funds were organized as Massachusetts business
trusts on June 5, 2006.

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

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

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

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

      |X|   Meetings of Shareholders. As a Massachusetts business trust, each
Fund is not required to hold, and does not plan to hold, regular annual
meetings of shareholders, but may hold shareholder meetings from time to time
on important matters or when required to do so by the Investment Company Act
or other applicable law. Shareholders have the right, upon a vote or
declaration in writing of two-thirds of the outstanding shares of the Funds,
to remove a Trustee or to take other action described in the Funds'
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
applicable Fund's shareholder list available to the applicants or mail their
communication to all other shareholders at the applicants' expense. The
shareholders making the request must have been shareholders for at least six
months and must hold shares of the Fund valued at $25,000 or more or
constituting at least 1% of such Fund's outstanding shares. The Trustees may
also take other action as permitted by the Investment Company Act.

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

      Each Fund's contractual arrangements state that any person doing
business with the Fund (and each shareholder of the 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. Each 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 Funds' 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), Mary
F. Miller, Kenneth A. Randall 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
"independent Auditors"). Other main functions of the Audit Committee outlined
in the Audit Committee Charter, include, but are not limited to: (i)
reviewing the scope and results of financial statement audits and the audit
fees charged; (ii) reviewing reports from the Fund's independent Auditors
regarding the Fund's internal accounting procedures and controls; (iii)
reviewing reports from the Manager's Internal Audit Department; (iv)
maintaining a separate line of communication between the Fund's independent
Auditors and the Independent Trustees; (v) reviewing the independence of the
Fund's independent Auditors; and (vi) pre-approving the provision of any
audit or non-audit services by the Fund's independent Auditors, including tax
services, that are not prohibited by the Sarbanes-Oxley Act, to the Fund, the
Manager and certain affiliates of the Manager.

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

      The members of the Governance Committee are Phillip A. Griffiths
(Chairman), Kenneth A. Randall, Russell S. Reynolds, Jr. and Peter I. Wold.
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 Governance Committee's functions also include the selection and
nomination of Trustees, including Independent Trustees for election. The
Governance Committee may, but need not, consider the advice and
recommendation of the Manager and its affiliates in selecting nominees. The
full Board elects new Trustees except for those instances when a shareholder
vote is required.

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

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

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

      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 Funds and monitors proxy voting by the Funds.

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


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


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

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

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

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

----------------------------------------------------------------------------------------
                                 Independent Trustees
----------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------
Name, Position(s)   Principal Occupation(s) During the Past 5         Aggregate Dollar
                                                                      Range Of Shares
Held with the       Years; Other Trusteeships/Directorships Held;       Beneficially
Fund, Length of     Number of Portfolios in the Fund Complex              Owned in
Service, Age        Currently Overseen                                Supervised Funds
----------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------
                                                                     As of December 31,
                                                                            2005
----------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------
Clayton K.          Director of American Commercial Lines (barge     Over $100,000
Yeutter, Chairman   company) (since January 2005); Attorney at
of the Board of     Hogan & Hartson (law firm) (since June 1993);
Trustees and        Director of Covanta Holding Corp.
Trustee since 2006  (waste-to-energy company) (since 2002);
Age: 75             Director of Weyerhaeuser Corp. (1999-April
                    2004); Director of Caterpillar, Inc.
                    (1993-December 2002); Director of ConAgra Foods
                    (1993-2001); Director of Texas Instruments
                    (1993-2001); Director of FMC Corporation
                    (1993-2001). Oversees 45 portfolios in the
                    OppenheimerFunds complex.
----------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------
Matthew P. Fink,    Trustee of the Committee for Economic            Over $100,000
Trustee since 2006  Development (policy research foundation) (since
Age: 65             2005); Director of ICI Education Foundation
                    (education foundation) (since October 1991);
                    President of the Investment Company Institute
                    (trade association) (October 1991-June 2004);
                    Director of ICI Mutual Insurance Company
                    (insurance company) (October 1991-June 2004).
                    Oversees 45 portfolios in the OppenheimerFunds
                    complex.
----------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------
Robert G. Galli,    A director or trustee of other Oppenheimer       Over $100,000
Trustee since 2006  funds. Oversees 55 portfolios in the
Age: 72             OppenheimerFunds complex.
----------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------
Phillip A.          Distinguished Presidential Fellow for            Over $100,000
Griffiths,          International Affairs (since 2002) and Member
Trustee since 2006  (since 1979) of the National Academy of
Age: 67             Sciences; Council on Foreign Relations (since
                    2002); Director of GSI Lumonics Inc. (precision
                    medical equipment supplier) (since 2001);
                    Senior Advisor of The Andrew W. Mellon
                    Foundation (since 2001); Chair of Science
                    Initiative Group (since 1999); Member of the
                    American Philosophical Society (since 1996);
                    Trustee of Woodward Academy (since 1983);
                    Foreign Associate of Third World Academy of
                    Sciences; Director of the Institute for
                    Advanced Study (1991-2004); Director of Bankers
                    Trust New York Corporation (1994-1999); Provost
                    at Duke University (1983-1991). Oversees 45
                    portfolios in the OppenheimerFunds complex.
----------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------
Mary F. Miller,     Trustee of the American Symphony Orchestra       Over $100,000
Trustee since 2006  (not-for-profit) (since October 1998); and
Age: 63             Senior Vice President and General Auditor of
                    American Express Company (financial services
                    company) (July 1998-February 2003). Oversees 45
                    portfolios in the OppenheimerFunds complex.
----------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------
Joel W. Motley,     Director of Columbia Equity Financial Corp.      Over $100,000
Trustee since 2006  (privately-held financial adviser) (since
Age: 53             2002); Managing 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); Member
                    of the Finance and Budget Committee of the
                    Council on Foreign Relations, the Investment
                    Committee of the Episcopal Church of America,
                    the Investment Committee and Board of Human
                    Rights Watch and the Investment Committee of
                    Historic Hudson Valley. Oversees 45 portfolios
                    in the OppenheimerFunds complex.
----------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------
Kenneth A.          Director of Dominion Resources, Inc. (electric   Over $100,000
Randall,            utility holding company) (February 1972-October
Trustee since 2006  2005); Former Director of Prime Retail, Inc.
Age: 78             (real estate investment trust), Dominion Energy
                    Inc. (electric power and oil & gas producer),
                    Lumberman's 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 45 portfolios
                    in the OppenheimerFunds complex.
----------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------
Russell S.          Chairman of The Directorship Search Group, Inc.  $10,001-$50,000
Reynolds, Jr.,      (corporate governance consulting and executive
Trustee since 2006  recruiting) (since 1993); Life Trustee of
Age: 74             International House (non-profit educational
                    organization); Founder, Chairman and Chief
                    Executive Officer of Russell Reynolds
                    Associates, Inc. (1969-1993); Banker at J.P.
                    Morgan & Co. (1958-1966); 1st Lt. Strategic Air
                    Command, U.S. Air Force (1954-1958). Oversees
                    45 portfolios in the OppenheimerFunds complex.
----------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------
Joseph M. Wikler,   Director of the following medical device         Over $100,000
Trustee since 2006  companies: Medintec (since 1992) and Cathco
Age: 65             (since 1996); 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 45 portfolios in the
                    OppenheimerFunds complex.
----------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------
Peter I. Wold,      President of Wold Oil Properties, Inc. (oil and  Over $100,000
Trustee since 2006  gas exploration and production company) (since
Age:  58            1994); Vice President, Secretary and Treasurer
                    of Wold Trona Company, Inc. (soda ash
                    processing and production) (since 1996); Vice
                    President of Wold Talc Company, Inc. (talc
                    mining) (since 1999); Managing Member of
                    Hole-in-the-Wall Ranch (cattle ranching) (since
                    1979); Director and Chairman of the Denver
                    Branch of the Federal Reserve Bank of Kansas
                    City (1993-1999); and Director of PacifiCorp.
                    (electric utility) (1995-1999). Oversees 45
                    portfolios in the OppenheimerFunds complex.
----------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------
Brian F. Wruble,    General Partner of Odyssey Partners, L.P.        Over $100,000
Trustee since 2006  (hedge fund) (since September 1995); Director
Age: 63             of Special Value Opportunities Fund, LLC
                    (registered investment company) (since
                    September 2004); Member of Zurich Financial
                    Investment Advisory Board (insurance) (since
                    October 2004); Board of Governing Trustees of
                    The Jackson Laboratory (non-profit) (since
                    August 1990); Trustee of the Institute for
                    Advanced Study (non-profit educational
                    institute) (since May 1992); Special Limited
                    Partner of Odyssey Investment Partners, LLC
                    (private equity investment) (January
                    1999-September 2004); Trustee of Research
                    Foundation of AIMR (2000-2002) (investment
                    research, non-profit); Governor, Jerome Levy
                    Economics Institute of Bard College (August
                    1990-September 2001) (economics research);
                    Director of Ray & Berendtson, Inc. (May
                    2000-April 2002) (executive search firm).
                    Oversees 55 portfolios in the OppenheimerFunds
                    complex.
----------------------------------------------------------------------------------------

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

----------------------------------------------------------------------------------------
                            Interested Trustee and Officer
----------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------
Name, Position(s)   Principal Occupation(s) During the Past 5         Aggregate Dollar
                                                                      Range Of Shares
Held with the       Years; Other Trusteeships/Directorships Held;       Beneficially
Funds, Length of    Number of Portfolios in the Fund Complex              Owned in
Service, Age        Currently Overseen                                Supervised Funds
----------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------
                                                                     As of December 31,
                                                                            2005
----------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------
John V. Murphy,     Chairman, Chief Executive Officer and Director   Over $100,000
Trustee since 2006  (since June 2001) and President (since
and President and   September 2000) of the Manager; President and a
Principal           director or trustee of other Oppenheimer funds;
Executive Officer   President and Director of Oppenheimer
since 2006          Acquisition Corp. ("OAC") (the Manager's parent
Age: 56             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 92 portfolios in the OppenheimerFunds
                    complex.
----------------------------------------------------------------------------------------

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


-------------------------------------------------------------------------------------
                            Other Officers of the Funds
-------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------
Name, Position(s) Held with  Principal Occupation(s) During Past 5 Years
the Funds, Length of
Service, Age
-------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------
Kurt Wolfgruber              Executive Vice President of the Manager since March
Vice      President      and 2003 and Chief Investment Officer and Director of the
Portfolio Manager since 2006 Manager since July 2003 of the Manager.  He has been
Age: 54                      Director of HarbourView Asset Management Corporation
                             and of OFI Institutional Asset Management, Inc. since
                             June 2003 and of Tremont Capital Management, Inc.
                             since October 2001.  He is also an officer of 8 other
                             portfolios in the OppenheimerFunds complex.
-------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------
Rudi W. Schadt,              Vice President, Director of Research in Product Design
Vice President and           and Risk Management of the Manager and an officer of 7
Portfolio Manager since 2006 portfolios in the OppenheimerFunds complex.  Prior to
Age: 47                      joining the Manager in February 2002, he was a
                             Director and Senior Quantitative Analyst from 2000
                             through 2001 at UBS Asset Management prior to which he
                             was an Associate Director and Senior Researcher and
                             Portfolio Manager from June 1997 at State Street
                             Global Advisors.
-------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------
Jerry Webman                 Senior Vice President of the Manager since February
Vice      President      and 1996 and a Senior Investment Officer and Director of
Portfolio Manager since 2006 the Manager's Fixed Income Investments since 1999 and
Age: 55                      Senior Vice President of HarbourView Asset Management
                             Corporation since May 1999.  He is also an officer of
                             8 other portfolios in the OppenheimerFunds complex.
-------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------
Mark S. Vandehey,            Senior Vice President and Chief Compliance Officer of
Vice President and Chief     the Manager (since March 2004); Vice President of
Compliance Officer since     OppenheimerFunds Distributor, Inc., Centennial Asset
2006                         Management Corporation and Shareholder Services, Inc.
Age: 55                      (since June 1983). Former Vice President and Director
                             of Internal Audit of the Manager (1997-February 2004).
                             An officer of 92 portfolios in the OppenheimerFunds
                             complex.
-------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------
Brian W. Wixted,             Senior Vice President and Treasurer of the Manager
Treasurer since 2006         (since March 1999); Treasurer of the following:
Age: 46                      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 92 portfolios
                             in the OppenheimerFunds complex.
-------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------
Brian Petersen,              Assistant Vice President of the Manager (since August
Assistant   Treasurer  since 2002); Manager/Financial Product Accounting of the
2006                         Manager (November 1998-July 2002). An officer of 92
Age: 35                      portfolios in the OppenheimerFunds complex.
-------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------
Brian C. Szilagyi,           Assistant Vice President of the Manager (since July
Assistant Treasurer since    2004); Director of Financial Reporting and Compliance
2006                         of First Data Corporation (April 2003-July 2004);
Age: 36                      Manager of Compliance of Berger Financial Group LLC
                             (May 2001-March 2003); Director of Mutual Fund
                             Operations at American Data Services, Inc. (September
                             2000-May 2001). An officer of 92 portfolios in the
                             OppenheimerFunds complex.
-------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------
Robert G. Zack               Executive Vice President (since January 2004) and
Secretary since 2006         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 92 portfolios in
                             the OppenheimerFunds complex.
-------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------
Kathleen T. Ives             Vice President (since June 1998) and Senior Counsel
Assistant   Secretary  since and Assistant Secretary (since October 2003) of the
2006                         Manager; Vice President (since 1999) and Assistant
Age: 40                      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 92
                             portfolios in the OppenheimerFunds complex.
-------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------
Lisa I. Bloomberg,           Vice President and Associate Counsel of the Manager
Assistant Secretary since    (since May 2004); First Vice President (April
2006                         2001-April 2004), Associate General Counsel (December
Age: 38                      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 92
                             portfolios in the OppenheimerFunds complex.
-------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------
Phillip Gillespie            Senior Vice President and Deputy General Counsel of
Assistant   Secretary  since the Manager (since September 2004); Mr. Gillespie held
2006                         the following positions at Merrill Lynch Investment
Age: 42                      Management: First Vice President (2001-September
                             2004); Director (2000-September 2004) and Vice
                             President (1998-2000). An officer of 92 portfolios in
                             the OppenheimerFunds complex.
-------------------------------------------------------------------------------------

      Remuneration of Trustees. The officers of the Funds who are affiliated
with the Manager receive no salary or fee from the Funds. It is estimated
that each Independent Trustee of the Funds will receive the Aggregate
Compensation from the Funds shown below for serving as a Trustee and member
of a committee (if applicable), with respect to each Fund's first fiscal
year. The total compensation, including accrued retirement benefits, from the
Funds and fund complex represents compensation received for serving as a
Trustee and member of a committee (if applicable) on the Boards of other
funds in the OppenheimerFunds complex during the calendar year ended December
31, 2005. The Interested Trustee receives no compensation for serving as an
officer or Trustee of the Funds.

       ---------------------------------------------------------------
          Name and Other Fund         Estimated           Total
                                                      Compensation
                                                     From the Funds
                                      Aggregate     and Fund Complex
            Position(s) (as         Compensation       Year ended
              applicable)          From the Funds   December 31, 2005
       ---------------------------------------------------------------
       ---------------------------------------------------------------
             Clayton K. Yeutter
       Chairman of the Board
       ---------------------------------------------------------------
       ---------------------------------------------------------------
             Matthew P. Fink         [To be provided by amendment]
       Proxy Committee Member
       and Regulatory &
       Oversight Committee Member
       ---------------------------------------------------------------
       ---------------------------------------------------------------
             Robert G. Galli
       Regulatory & Oversight
       Committee Chairman
       ---------------------------------------------------------------
       ---------------------------------------------------------------
       Phillip A. Griffiths
       Governance Committee
       Chairman and Regulatory &
       Oversight Committee Member
       ---------------------------------------------------------------
       ---------------------------------------------------------------
       Mary F. Miller
       Audit Committee Member
       and Proxy Committee Member
       ---------------------------------------------------------------
       ---------------------------------------------------------------
             Joel W. Motley
       Audit Committee Chairman
       and Regulatory &
       Oversight Committee Member
       ---------------------------------------------------------------
       ---------------------------------------------------------------
       Kenneth A. Randall
       Audit Committee Member
       and Governance Committee
       Member
       ---------------------------------------------------------------
       ---------------------------------------------------------------
       Russell S. Reynolds, Jr.
       Proxy Committee Chairman
       and Governance Committee
       Member
       ---------------------------------------------------------------
       ---------------------------------------------------------------
       Joseph M. Wikler
       Audit Committee Member
       ---------------------------------------------------------------
       ---------------------------------------------------------------
       Peter I. Wold
       Governance Committee
       Member
       ---------------------------------------------------------------


       "'|X|      Deferred Compensation Plan for Trustees. The Boards of
Trustees have 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 Funds. Under the plan, the
compensation deferred by a Trustee is periodically adjusted as though an
equivalent amount had been invested in shares of one or more Oppenheimer
funds selected by the Trustee. The amount paid to the Trustee under the plan
is determined based upon the performance of the selected funds.

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

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

      The Manager

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

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

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

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

      Each Underlying Fund has adopted Proxy Voting Policies and Procedures
under which the Underlying Fund votes proxies relating to securities
("portfolio proxies") held by the Underlying Fund. Each Underlying Fund's
primary consideration in voting portfolio proxies is the financial interests
of the Underlying Fund and its shareholders. The Underlying Funds will retain
an unaffiliated third-party as its agent to vote portfolio proxies in
accordance with the Underlying Funds' Proxy Voting Guidelines and to maintain
records of such portfolio proxy voting. The Proxy Voting Guidelines include
provisions to address conflicts of interest that may arise between the
Underlying Funds 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. Each Underlying Fund analyzes stock
            option plans, paying particular attention to their dilutive
            effect. While each Underlying Fund generally supports management
            proposals, it opposes plans it considers to be excessive.

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

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

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

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

      The investment advisory agreement states that in the absence of willful
misfeasance, bad faith, gross negligence in the performance of its duties or
reckless disregard of its obligations and duties under the investment
advisory agreement, the Manager is not liable for any loss the Fund sustains
in connection with matters to which the agreement relates.

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

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

      |X|   Other Accounts Managed. In addition to managing the Funds'
investments, members of the portfolio management team also manage other
investment portfolios and other accounts, on behalf of the Manager or its
affiliates. The following table provides information regarding those
portfolios and accounts as of [to be provided by amendment], 2006:

------------------------------------------------------------------------------
Portfolio                 Total                 Total                Total
                                                Assets
                          Assets in  Other      in Other
                 RegistereRegistered Pooled     Pooled              Assets
                 InvestmenInvestment Investment InvestmentOther    in Other
                 CompaniesCompanies  Vehicles   Vehicles  Accounts Accounts
Manager          Managed   Managed*   Managed   Managed*  Managed  Managed*
------------------------------------------------------------------------------
------------------------------------------------------------------------------

 Rudi W. Schadt
------------------------------------------------------------------------------
------------------------------------------------------------------------------
                          [to be provided by amendment]
 Jerry A. Webman
------------------------------------------------------------------------------
------------------------------------------------------------------------------

 Kurt Wolfgruber
------------------------------------------------------------------------------
      *     In millions

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

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

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

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

            Brokerage Policies of the Funds

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

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

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

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

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

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

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

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

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

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

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

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

            Distribution and Service Plans

The Distributor. Under its General Distributor's Agreement with the Funds,
the Distributor acts as the Funds' principal underwriter in the continuous
public offering of the Funds' classes of shares. The Distributor bears the
expenses normally attributable to sales, including advertising and the cost
of printing and mailing prospectuses, other than those furnished to existing
shareholders. The Distributor is not obligated to sell a specific number of
shares.
Distribution and Service Plans. Each Fund has adopted a Service Plan for
Class A shares and Distribution and Service Plans for Class B, Class C and
Class N shares under Rule 12b-1 of the Investment Company Act. Under those
plans the Funds pay the Distributor for all or a portion of the costs
incurred in connection with the distribution and/or servicing of the shares
of the particular class. Each plan has been approved by a vote of the Board
of Trustees, including a majority of the Independent Trustees, cast in person
at a meeting called for the purpose of voting on that plan. In accordance
with Rule 12b-1 of the Investment Company Act, the term "Independent
Trustees" in this Statement of Additional Information refers to those
Trustees who are not "interested persons" of the Fund and who do not have any
direct or indirect financial interest in the operation of the distribution
plan or any agreement under the plan.

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

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

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

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

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

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

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

      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
periodically on those shares. The advance payment is based on the net asset
value of shares sold. Shares purchased by exchange do not qualify for the
advance service fee payment. If Class 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.

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

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

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

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

      The asset-based sales charges on Class B, Class C and Class N shares
allow investors to buy shares without a front-end sales charge while allowing
the Distributor to compensate dealers that sell those shares. The Funds pay
the asset-based sales charges to the Distributor for its services rendered in
distributing Class B, Class C and Class N shares. The payments are made to
the Distributor in recognition that the Distributor:

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

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

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

            Payments to Fund Intermediaries

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

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

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

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

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

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

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

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

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

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

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

      For the year ended December 31, 2005, the following financial
intermediaries that are broker-dealers offering shares of the Oppenheimer
funds, and/or their respective affiliates, received revenue sharing or
similar distribution-related payments from the Manager or Distributor for
marketing or program support:

Advantage Capital Corp./Financial       Advest, Inc.
Services Corp.
Aegon USA                               Aetna Retirement Services, Inc.
A.G. Edwards & Sons, Inc.               AIG Life
Allianz Life Insurance Company          Allmerica Financial Life Insurance
                                        and Annuity Co.
Allstate Financial Advisors             American Enterprise Life Insurance
American General Securities, Inc.       American General Annuity
Ameriprise Financial Services, Inc.     American Portfolio Financial
                                        Services, Inc.
Ameritas Life Insurance Corporation     Annuity Investors Life
Associated Securities                   AXA Advisors
Banc One Securities Corp.               BNY Investment Center, Inc.
Cadaret Grant & Co. Inc.                Charles Schwab - Great West Life
Chase Investment Services Corp.         CitiCorp Investment Services, Inc.
Citigroup Global Markets, Inc. (SSB)    CitiStreet
Citizens Bank of Rhode Island           CJM Planning Corp.
Columbus Life Insurance Company         Commonwealth Financial Network
CUNA Brokerage Services, Inc.           CUSO Financial Services, L.P.
Federal Kemper Life Assurance Company   Financial Network (ING)
First Global Capital                    GE Financial Assurance - GE Life &
                                        Annuity
Glenbrook Life and Annuity Co.          Hartford
HD Vest                                 HSBC Brokerage (USA) Inc.
ING Financial Advisers                  ING Financial Partners
Jefferson Pilot Life Insurance Company  Jefferson Pilot Securities Corp.
John Hancock Life Insurance Co.         Kemper Investors Life Insurance Co.
Legend Equities Corp.                   Legg Mason
Lincoln Benefit Life                    Lincoln Financial
Lincoln Investment Planning, Inc.       Lincoln National Life
Linsco Private Ledger                   MassMutual Financial Group and
                                        affiliates
McDonald Investments, Inc.              Merrill Lynch & Co. and affiliates
MetLife and affiliates                  Minnesota Life Insurance Company
Mony Life Insurance Co.                 Morgan Stanley Dean Witter, Inc.
Multi-Financial (ING)                   Mutual Service Corporation
National Planning Holdings, Inc.        Nationwide and affiliates
NFP                                     New York Life Securities, Inc.
Park Avenue Securities LLC              PFS Investments, Inc.
Prime Capital Services, Inc.            Primevest Financial Services, Inc.
                                        (ING)
Protective Life Insurance Co.           Prudential Investment Management
                                        Services LLC
Raymond James & Associates              Raymond James Financial Services
RBC Dain Rauscher Inc.                  Royal Alliance
Securities America Inc.                 Security Benefit Life Insurance Co.
Sentra Securities                       Signator Investments
Sun Life Assurance Company of Canada    SunAmerica Securities, Inc.
SunTrust Securities                     Thrivent
Travelers Life & Annuity Co., Inc.      UBS Financial Services Inc.
Union Central Life Insurance Company    United Planners
Valic Financial Advisors, Inc.          Wachovia Securities LLC
Walnut Street Securities (Met Life      Waterstone Financial Group
Network)
Wells Fargo Investments, LLC

      For the year ended December 31, 2005, the following firms, which in
some cases are broker-dealers, received payments from the Manager or
Distributor for administrative or other services provided (other than revenue
sharing arrangements), as described above:

ABN AMRO Financial Services Inc.        ACS HR Solutions LLC
Administrative Management Group         ADP Broker/Dealer Inc.
Aetna Financial Services                Alliance Benefit Group
American Stock Transfer & Trust Co      Ameriprise Financial Services, Inc.
Baden Retirement Plan Services LLC      Banc One Securities Corp.
BCG Securities                          Benefit Administration Company LLC
Benefit Administration Inc.             Benefit Plans Administrative
                                        Services
Benetech Inc.                           Bisys Retirement Services
Boston Financial Data Services Inc.     Ceridian Retirement Plan Services
Charles Schwab & Co Inc.                Charles Schwab Trust Company
Circle Trust Company                    Citigroup Global Markets Inc.
CitiStreet                              City National Bank
Columbia Funds Distributor Inc.         CPI Qualified Plan Consultants Inc.
Daily Access.Com Inc.                   Digital Retirement Solutions
DST Systems Inc.                        Dyatech LLC
Edgewood/Federated Investments          ERISA Administrative Services Inc.
Expert Plan Inc.                        FASCorp
FBD Consulting Inc.                     Fidelity Institutional Operations
                                        Co.
Fidelity Investments                    First National Bank of Omaha
First Trust Corp.                       First Trust-Datalynx
Franklin Templeton                      Geller Group LTD
GoldK Inc.                              Great West Life & Annuity Ins Co.
Hartford Life Insurance Co              Hewitt Associates LLC
ICMA-RC Services LLC                    Independent Plan Coordinators Inc.
ING                                     Ingham Group
Interactive Retirement Systems          Invesco Retirement Plans
Invesmart                               InWest Pension Management
John Hancock Life Insurance Co.         JPMorgan Chase & Co
JPMorgan Chase Bank                     July Business Services
Kaufman & Goble                         Leggette & Company Inc.
Lincoln National Life                   MassMutual Financial Group and
                                        affiliates
Matrix Settlement & Clearance Services  Mellon HR Solutions
Mercer HR Services                      Merrill Lynch & Co., Inc.
Metavante 401(k) Services               Metlife Securities Inc.
MFS Investment Management               Mid Atlantic Capital Corp.
Milliman Inc.                           Morgan Stanley Dean Witter Inc.
National City Bank                      National Financial Services Corp.
Nationwide Investment Service Corp.     New York Life Investment Management
Northeast Retirement Services           Northwest Plan Services Inc.
Pension Administration and Consulting   PFPC Inc.
Plan Administrators Inc.                PlanMember Services Corporation
Princeton Retirement Group Inc.         Principal Life Insurance Co
Programs for Benefit Plans Inc.         Prudential Retirement Insurance &
                                        Annuity Co.
Prudential Retirement Services          PSMI Group
Putnam Investments                      Quads Trust Company
RSM McGladrey Retirement Resources      SAFECO
Standard Insurance Co                   Stanley Hunt DuPree Rhine
Stanton Group Inc.                      State Street Bank & Trust
Strong Capital Management Inc.          Symetra Investment Services Inc.
T Rowe Price Associates                 Taylor Perky & Parker LLC
Texas Pension Consultants               The 401(K) Company
The Chicago Trust Company               The Retirement Plan Company LLC
The Vanguard Group                      TruSource
Unified Fund Services Inc.              Union Bank & Trust Co. (Nebraska)
USI Consulting Group (CT)               Valic Retirement Services Co
Wachovia Bank NA                        Web401k.com
Wells Fargo Bank NA                     Wilmington Trust Company
WySTAR Global Retirement Solutions


      Performance of the Funds

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

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

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

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

      The performance of each class of shares is shown separately, because
the performance of each class of shares will usually be different. That is
because of the different kinds of expenses each class bears. The total
returns of each class of shares of the Funds are affected by market
conditions, the quality of the Funds' investments, the maturity of those
investments, the types of investments the Funds 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 each Fund's performance. Total return is the change in
value of a hypothetical investment in the Funds over a given period, assuming
that all dividends and capital gains distributions are reinvested in
additional shares and that the investment is redeemed at the end of the
period. Because of differences in expenses for each class of shares, the
total returns for each class are separately measured. The cumulative total
return measures the change in value over the entire period (for example, ten
years). An average annual total return shows the average rate of return for
each year in a period that would produce the cumulative total return over the
entire period. However, average annual total returns do not show actual
year-by-year performance. The Funds 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:

                      [OBJECT OMITTED] [GRAPHIC OMITTED]

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

                      [OBJECT OMITTED] [GRAPHIC OMITTED]

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

                     [OBJECT OMITTED]) [GRAPHIC OMITTED]

      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:

                      [OBJECT OMITTED] [GRAPHIC OMITTED]

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

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

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

      |X|   Morningstar Ratings. From time to time the Funds may publish the
star rating of the performance of their classes of shares by Morningstar,
Inc., an independent mutual funds monitoring service. Morningstar rates
mutual funds in their specialized market sector. The Funds are not yet rated.

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

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

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

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

      From time to time the Funds may include in its advertisements and sales
literature the total return performance of a hypothetical investment account
that includes shares of the Funds and other Oppenheimer funds. The combined
account may be part of an illustration of an asset allocation model or
similar presentation. The account performance may combine total return
performance of the Funds and the total return performance of other
Oppenheimer funds included in the account. Additionally, from time to time,
the Funds' advertisements and sales literature may include, for illustrative
or comparative purposes, statistical data or other information about general
or specific market and economic conditions. That may include, for example,

o     information about the performance of certain securities or commodities
         markets or segments of those markets,
o     information about the performance of the economies of particular
         countries or regions,
o     the earnings of companies included in segments of particular
         industries, sectors, securities markets, countries or regions,
o     the availability of different types of securities or offerings of
         securities,
o     information relating to the gross national or gross domestic product of
         the United States or other countries or regions,
o     comparisons of various market sectors or indices to demonstrate
         performance, risk, or other characteristics of the Funds.

         About Your Account

      How to Buy Shares

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

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

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

Reduced Sales Charges. As discussed in the Prospectus, a reduced sales charge
rate may be obtained for Class A shares under Right of Accumulation and
Letters of Intent because of the economies of sales efforts and reduction in
expenses realized by the Distributor, dealers and brokers making such sales.
No sales charge is imposed in certain other circumstances described in
Appendix 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 Pennsylvania Municipal Fund
Oppenheimer AMT-Free New York Municipals  Oppenheimer Portfolio Series:
Oppenheimer Balanced Fund                    Active Allocation Fund
Oppenheimer Core Bond Fund                   Aggressive Investor Fund
Oppenheimer California Municipal Fund        Conservative Investor Fund
Oppenheimer Capital Appreciation Fund        Moderate Investor Fund
                                          Oppenheimer Principal Protected Main
Oppenheimer Capital Income Fund           Street Fund
                                          Oppenheimer Principal Protected Main
Oppenheimer Champion Income Fund          Street Fund II
                                          Oppenheimer Principal Protected Main
Oppenheimer Convertible Securities Fund   Street Fund III
Oppenheimer Developing Markets 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 Rochester Arizona Municipal
Oppenheimer Global Fund                   Fund
                                          Oppenheimer Rochester Maryland
Oppenheimer Global Opportunities Fund     Municipal Fund
                                          Oppenheimer Rochester Massachusetts
Oppenheimer Gold & Special Minerals Fund  Municipal Fund
                                          Oppenheimer Rochester Michigan
Oppenheimer Growth Fund                   Municipal Fund
                                          Oppenheimer Rochester Minnesota
Oppenheimer International Bond Fund       Municipal Fund
Oppenheimer International Diversified     Oppenheimer Rochester National
Fund                                      Municipals
                                          Oppenheimer Rochester North Carolina
Oppenheimer International Growth Fund     Municipal Fund
Oppenheimer International Small Company   Oppenheimer Rochester Ohio Municipal
Fund                                      Fund
                                          Oppenheimer Rochester Virginia
Oppenheimer International Value Fund      Municipal Fund
Oppenheimer Limited Term California
Municipal Fund                            Oppenheimer Select Value Fund
Oppenheimer Limited-Term Government Fund  Oppenheimer Senior Floating Rate Fund
Oppenheimer Limited Term Municipal Fund   Oppenheimer Small- & Mid- Cap Value Fund
Oppenheimer Main Street Fund              Oppenheimer Strategic Income Fund
Oppenheimer Main Street Opportunity Fund  Oppenheimer U.S. Government Trust
Oppenheimer Main Street Small Cap Fund    Oppenheimer Value Fund
Oppenheimer MidCap Fund                   Limited-Term New York Municipal Fund
Oppenheimer New Jersey Municipal Fund     Rochester Fund Municipals

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

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

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

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

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

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

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

      The Transfer Agent will not hold shares in escrow for purchases of
shares of the Funds 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 Funds equal in value up
to 5% of the intended purchase amount specified in the Letter shall be held
in escrow by the Transfer Agent. For example, if the intended purchase amount
is $50,000, the escrow shall be shares valued in the amount of $2,500
(computed at the offering price adjusted for a $50,000 purchase). Any
dividends and capital gains distributions on the escrowed shares will be
credited to the investor's account.

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

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

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

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

         (a)Class A shares sold with a front-end sales charge or subject to a
            Class A contingent deferred sales charge,
         (b)Class B and Class C shares of other Oppenheimer funds acquired
            subject to a contingent deferred sales charge, and
         (c)Class A, Class B or Class C shares acquired by exchange of either
            (1) Class A shares of one of the other Oppenheimer funds that
            were acquired subject to a Class A initial or contingent deferred
            sales charge or (2) Class B shares or Class C shares of one of
            the other Oppenheimer funds that were acquired subject to a
            contingent deferred sales charge.

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

      Asset Builder Plans. As indicated in the Prospectus, you normally must
establish your Fund account with $1,000. However, you can open a Fund account
for as little as $500 if you establish an Asset Builder Plan to automatically
purchase additional shares directly from a bank account at the time of your
initial share purchase. An Asset Builder Plan is available only if your bank
is an ACH member. Under an Asset Builder Plan payments to purchase shares of
a Fund will be debited from your bank account automatically. Normally the
debit will be made two business days prior to the investment dates you select
on your application. Neither the Distributor, the Transfer Agent nor the
Funds will be responsible for any delays in purchasing shares that result
from delays in ACH transmissions.

      To establish an Asset Builder Plan at the time you initially purchase
Fund shares, complete the "Asset Builder Plan" information on the Account
Application. To establish an Asset Builder Plan for an existing account, use
the Asset Builder Enrollment Form. The Account Application and the Asset
Builder Enrollment Form are available by contacting the Distributor or may be
downloaded from our website at: www.oppenheimerfunds.com. Before you
establish a new Fund account under the Asset Builder Plan, you should obtain
a prospectus of the selected fund and read it carefully.

      You may change the amount of your Asset Builder payment or you can
terminate your automatic investments at any time by writing to the Transfer
Agent. The Transfer Agent requires a reasonable period (approximately 10
days) after receipt of your instructions to implement them. The minimum
additional purchase under a new Asset Builder Plan is $50. For Asset Builder
Plans established prior to November 1, 2002, the minimum additional purchase
is $25. Shares purchased by Asset Builder Plan payments are subject to the
redemption restrictions for recent purchases described in the Prospectus. An
Asset Builder Plan may not be used to buy shares for OppenheimerFunds
employer-sponsored qualified retirement accounts. The Funds reserve the right
to amend, suspend or discontinue offering Asset Builder Plans at any time
without prior notice.

Retirement Plans. Certain types of retirement plans are entitled to purchase
shares of the Funds without sales charges or at reduced sales charge rates,
as described in an Appendix to this Statement of Additional Information.
Certain special sales charge arrangements are maintained on a daily valuation
basis by Merrill Lynch Pierce Fenner & Smith, Inc. ("Merrill Lynch") or an
independent record keeper that has a contact or special arrangement with
Merrill Lynch. If on the date the plan sponsor signed the Merrill Lynch
record keeping service agreement the plan has less than $1 million in assets
invested in applicable investments (other than assets invested in money
market funds), than the retirement plan may purchase only Class C shares of
the Oppenheimer funds. If on the date the plan sponsor signed the Merrill
Lynch record keeping service agreement the plan has $1 million or more in
assets but less than $5 million in assets invested in applicable investments
(other than assets invested in Class N shares of the Oppenheimer funds). If
on the date the plan sponsor signed the Merrill Lynch record keeping service
agreement the plan has $5 million or more in assets invested in applicable
investments (other than assets invested in money market funds), then the
retirement plan may purchase only Class A shares of the Oppenheimer funds.

      OppenheimerFunds has entered into arrangements with certain record
keepers whereby the Transfer Agent compensates the record keeper for its
record keeping and account servicing functions that it performs on behalf of
the participant level accounts of a retirement plan. While such compensation
may act to reduce the record keeping fees charged by the retirement plan's
record keeper, that compensation arrangement may be terminated at any time,
potentially affecting the record keeping fees charged by the retirement
plan's record keeper.

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

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

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

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

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

      |X|   Class A Shares Subject to a Contingent Deferred Sales Charge. 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. Each Fund pays expenses related to its
daily operations, such as custodian fees, Trustees' fees, transfer agency
fees, legal fees and auditing costs. Those expenses are paid out of each
Fund's assets and are not paid directly by shareholders. However, those
expenses reduce the net asset values of shares, and therefore are indirectly
borne by shareholders through their investment.

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

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

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

      Listed below are certain cases in which each Fund has elected, in its
discretion, not to assess the Minimum Balance Fee. These exceptions are
subject to change:

o     A Fund account whose shares were acquired after September 30th of the
         prior year;
o     A Fund account that has a balance below $500 due to the automatic
         conversion of shares from Class B to Class A shares. However, once
         all Class B shares held in the account have been converted to Class
         A shares the new Class A share account balance may become subject to
         the Minimum Balance Fee;
o     Accounts of shareholders who elect to access their account documents
         electronically via eDoc Direct (to access account documents
         electronically via eDocs Direct, please visit the Service Center on
         our website at www.oppenheimerfunds.com or call 1.888.470.0862 for
         instructions);
o     A Fund account that has only certificated shares and, has a balance
         below $500 and is being escheated;
o     Accounts of shareholders that are held by broker-dealers under the NSCC
         Fund/SERV system;
o     Accounts held under the Oppenheimer Legacy Program and/or holding
         certain Oppenheimer Variable Account Funds;
o     Omnibus accounts holding shares pursuant to the Pinnacle, Ascender,
         Custom Plus, Recordkeeper Pro and Pension Alliance Retirement Plan
         programs; and
o     A Fund account that falls below the $500 minimum solely due to market
         fluctuations within the 12-month period preceding the date the fee
         is deducted.

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

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

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

      Changes in the values of securities traded on foreign exchanges or
markets as a result of events that occur after the prices of those securities
are determined, but before the close of the NYSE, will not be reflected in
the Funds' calculation of its net asset values that day unless the Manager
determines that the event is likely to effect a material change in the value
of the security. The Manager, or an internal valuation committee established
by the Manager, as applicable, may establish a valuation, under procedures
established by the Board and subject to the approval, ratification and
confirmation by the Board at its next ensuing meeting.

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

o     Equity securities traded on a U.S. securities exchange 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 each
         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 each
         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 funds
             that had a maturity of less than 397 days when issued that have
             a remaining maturity of 60 days or less, and
          (2)debt instruments held by a money market funds that have a
             remaining maturity of 397 days or less.
o     Securities (including restricted securities) not having
         readily-available market quotations are valued at fair value
         determined under such Board's procedures. If the Manager is unable
         to locate two market makers willing to give quotes, a security may
         be priced at the mean between the "bid" and "asked" prices provided
         by a single active market maker (which in certain cases may be the
         "bid" price if no "asked" price is available).

      In the case of U.S. government securities, mortgage-backed securities,
corporate bonds and foreign government securities, when last sale information
is not generally available, the Manager may use pricing services approved by
the applicable Board of 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 a Fund writes an option, an amount equal to the premium received
is included in the Fund's Statement of Assets and Liabilities as an asset. An
equivalent credit is included in the liability section. The credit is
adjusted ("marked-to-market") to reflect the current market value of the
option. In determining the Fund's gain on investments, if a call or put
written by the Fund is exercised, the proceeds are increased by the premium
received. If a call or put written by a Fund expires, the Fund has a gain in
the amount of the premium. If a Fund enters into a closing purchase
transaction, it will have a gain or loss, depending on whether the premium
received was more or less than the cost of the closing transaction. If a Fund
exercises a put it holds, the amount the Fund receives on its sale of the
underlying investment is reduced by the amount of premium paid by the Fund.

            How to Sell Shares

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

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

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

o     Class A shares purchased subject to an initial sales charge or Class A
            shares on which a contingent deferred sales charge was paid, or
o     Class B shares that were subject to the Class B contingent deferred
            sales charge when redeemed.

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

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

Payments "In Kind." As stated in the Prospectus, payments for shares tendered
for redemption are ordinarily made in cash. However, under certain
circumstances, the Board of Trustees of each Fund may determine that it would
be detrimental to the best interests of the remaining shareholders of the
Funds to make payment of a redemption order wholly or partly in cash. In that
case, the Funds may pay the redemption proceeds in whole or in part by a
distribution "in kind" of liquid securities from the portfolio of the Funds,
in lieu of cash. The Funds have elected to be governed by Rule 18f-1 under
the Investment Company Act. Under that rule, the Funds are obligated to
redeem shares solely in cash up to the lesser of $250,000 or 1% of the net
assets of the Funds during any 90-day period for any one shareholder.

      If shares are redeemed in kind, the redeeming shareholder would
generally receive shares of one or more of the Underlying Funds. Those shares
would be subject to the applicable Underlying Fund's normal fees, sales
charges,  and redemption and exchange policies. If a redemption in kind were
made in other types of securities, the shareholder might incur brokerage or
other costs in selling the securities for cash. The Funds will value
securities used to pay redemptions in kind using the same method the Funds
and the Underlying Funds use to value their portfolio securities described
above under "Determination of Net Asset Values Per Share." That valuation
will be made as of the time the redemption price is determined.

Involuntary Redemptions. Each Fund's Board of Trustees has the right to cause
the involuntary redemption of the shares held in any account if the aggregate
net asset value of those shares is less than $500 or such lesser amount as
the Board may fix. The Board will not cause the involuntary redemption of
shares in an account if the aggregate net asset value of such shares has
fallen below the stated minimum solely as a result of market fluctuations. If
the Board exercises this right, it may also fix the requirements for any
notice to be given to the shareholders in question (but not less than 30
days). Alternatively, the Board may set requirements for the shareholder to
increase the investment, or set other terms and conditions so that the shares
would not be involuntarily redeemed.

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

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

Distributions From Retirement Plans. Requests for distributions from
OppenheimerFunds-sponsored IRAs, SEP-IRAs, SIMPLE IRAs, 403(b)(7) custodial
plans, 401(k) plans or pension or profit-sharing plans should be addressed to
"Trustee, OppenheimerFunds Retirement Plans," c/o the Transfer Agent at its
address listed in "How To Sell Shares" in the Prospectus or on the back cover
of this Statement of Additional Information. The request must:

      (1)   state the reason for the distribution;
      (2)   state the owner's awareness of tax penalties if the distribution
            is premature; and
      (3)   conform to the requirements of the plan and the Funds' other
            redemption requirements.

      Participants (other than self-employed plan sponsors) in
OppenheimerFunds-sponsored pension or profit-sharing plans with shares of the
Funds held in the name of the plan or its fiduciary may not directly request
redemption of their accounts. The plan administrator or fiduciary must sign
the request.

      Distributions from pension and profit sharing plans are subject to
special requirements under the Internal Revenue Code and certain documents
(available from the Transfer Agent) must be completed and submitted to the
Transfer Agent before the distribution may be made. Distributions from
retirement plans are subject to withholding requirements under the Internal
Revenue Code, and IRS Form W-4P (available from the Transfer Agent) must be
submitted to the Transfer Agent with the distribution request, or the
distribution may be delayed. Unless the shareholder has provided the Transfer
Agent with a certified tax identification number, the Internal Revenue Code
requires that tax be withheld from any distribution even if the shareholder
elects not to have tax withheld. The Funds, the Manager, the Distributor, and
the Transfer Agent assume no responsibility to determine whether a
distribution satisfies the conditions of applicable tax laws and will not be
responsible for any tax penalties assessed in connection with a distribution.

Special Arrangements for Repurchase of Shares from Dealers and Brokers. The
Distributor is each Fund's agent to repurchase its shares from authorized
dealers or brokers on behalf of their customers. Shareholders should contact
their broker or dealer to arrange this type of redemption. The repurchase
price per share will be the net asset value next computed after the
Distributor receives an order placed by the dealer or broker. However, if the
Distributor receives a repurchase order from a dealer or broker after the
close of the 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 Funds
valued at $5,000 or more can authorize the Transfer Agent to redeem shares
(having a value of at least $50) automatically on a monthly, quarterly,
semi-annual or annual basis under an Automatic Withdrawal Plan. Shares will
be redeemed three business days prior to the date requested by the
shareholder for receipt of the payment. Automatic withdrawals of up to $1,500
per month may be requested by telephone if payments are to be made by check
payable to all shareholders of record. Payments must also be sent to the
address of record for the account and the address must not have been changed
within the prior 30 days. Required minimum distributions from
OppenheimerFunds-sponsored retirement plans may not be arranged on this basis.

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

      The Funds cannot guarantee receipt of a payment on the date requested.
The Funds reserve the right to amend, suspend or discontinue offering these
plans at any time without prior notice. Because of the sales charge assessed
on Class A share purchases, shareholders should not make regular additional
Class A share purchases while participating in an Automatic Withdrawal Plan.
Class B, Class C and Class N shareholders should not establish automatic
withdrawal plans, because of the potential imposition of the contingent
deferred sales charge on such withdrawals (except where the Class B, Class C
or Class N contingent deferred sales charge is waived as described in
Appendix 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 Funds and/or the
Distributor. When adopted, any amendments will automatically apply to
existing Plans.

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

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

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

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

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

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

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

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

            How to Exchange Shares

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

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

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

 The following funds do not offer Class N shares:
Limited Term New York Municipal Fund      Oppenheimer Rochester Arizona
                                          Municipal Fund
Oppenheimer AMT-Free Municipals           Oppenheimer Rochester Maryland
                                          Municipal Fund
Oppenheimer AMT-Free New York Municipals  Oppenheimer Rochester Massachusetts
                                          Municipal Fund
Oppenheimer California Municipal Fund     Oppenheimer Rochester Michigan
                                          Municipal Fund
Oppenheimer Institutional Money Market    Oppenheimer Rochester Minnesota
Fund                                      Municipal Fund
Oppenheimer International Value Fund      Oppenheimer Rochester National
                                          Municipals
Oppenheimer Limited Term California       Oppenheimer Rochester North Carolina
Municipal Fund                            Municipal Fund
Oppenheimer Limited Term Municipal Fund   Oppenheimer Rochester Ohio Municipal
                                          Fund
Oppenheimer Money Market Fund, Inc.       Oppenheimer Rochester Virginia
                                          Municipal Fund
Oppenheimer New Jersey Municipal Fund     Oppenheimer Senior Floating Rate Fund
Oppenheimer Principal Protected Main      Rochester Fund Municipals
Street Fund II
Oppenheimer Pennsylvania Municipal Fund

 The following funds do not offer Class Y shares:
Limited Term New York Municipal Fund     Oppenheimer Principal Protected Main
                                         Street Fund
Oppenheimer AMT-Free Municipals          Oppenheimer Principal Protected Main
                                         Street Fund II
Oppenheimer AMT-Free New York Municipals Oppenheimer Principal Protected Main
                                         Street Fund III
Oppenheimer Balanced Fund                Oppenheimer Quest Capital Value Fund,
                                         Inc.
Oppenheimer California Municipal Fund    Oppenheimer Quest International Value
                                         Fund, Inc.
Oppenheimer Capital Income Fund           Oppenheimer Rochester Arizona Municipal
                                          Fund
Oppenheimer Cash Reserves                 Oppenheimer Rochester Maryland
                                          Municipal Fund
Oppenheimer Convertible Securities Fund   Oppenheimer Rochester Massachusetts
                                          Municipal Fund
Oppenheimer Dividend Growth Fund          Oppenheimer Rochester Michigan
                                          Municipal Fund
Oppenheimer Gold & Special Minerals Fund  Oppenheimer Rochester Minnesota
                                          Municipal Fund
Oppenheimer Institutional Money Market    Oppenheimer Rochester National
Fund                                      Municipals
Oppenheimer Limited Term California       Oppenheimer Rochester North Carolina
Municipal Fund                            Municipal Fund
Oppenheimer Limited Term Municipal Fund   Oppenheimer Rochester Ohio Municipal
                                          Fund
Oppenheimer New Jersey Municipal Fund     Oppenheimer Rochester Virginia
                                          Municipal Fund
Oppenheimer Pennsylvania Municipal Fund

o     Oppenheimer Money Market Fund, Inc. only offers Class A and Class Y
         shares.
o     Class B, and Class C shares of Oppenheimer Cash Reserves are generally
         available only by exchange from the same class of shares of other
         Oppenheimer funds or through OppenheimerFunds-sponsored 401(k) plans.
o     Class M shares of Oppenheimer Convertible Securities Fund may be
         exchanged only for Class A shares of other Oppenheimer funds. They
         may not be acquired by exchange of shares of any class of any other
         Oppenheimer funds except Class A shares of Oppenheimer Money Market
         Fund, Inc. or Oppenheimer Cash Reserves acquired by exchange of
         Class M shares.
o     Class A shares of Oppenheimer funds may be exchanged at net asset value
         for shares of any money market funds offered by the Distributor.
         Shares of any money market funds purchased without a sales charge
         may be exchanged for shares of Oppenheimer funds offered with a
         sales charge upon payment of the sales charge.
o     Shares of the Funds acquired by reinvestment of dividends or
         distributions from any of the other Oppenheimer funds or from any
         unit investment trust for which reinvestment arrangements have been
         made with the Distributor may be exchanged at net asset value for
         shares of any of the Oppenheimer funds.
o     Shares of Oppenheimer Principal Protected Main Street Fund may be
         exchanged at net asset value for shares of any of the Oppenheimer
         funds. However, shareholders are not permitted to exchange shares of
         other Oppenheimer funds for shares of Oppenheimer Principal
         Protected Main Street Fund until after the expiration of the
         warranty period (8/5/2010).
o     Shares of Oppenheimer Principal Protected Main Street Fund II may be
         exchanged at net asset value for shares of any of the Oppenheimer
         funds. However, shareholders are not permitted to exchange shares of
         other Oppenheimer funds for shares of Oppenheimer Principal
         Protected Main Street Fund II until after the expiration of the
         warranty period (3/3/2011).
o     Shares of Oppenheimer Principal Protected Main Street Fund III may be
         exchanged at net asset value for shares of any of the Oppenheimer
         funds. However, shareholders are not permitted to exchange shares of
         other Oppenheimer funds for shares of Oppenheimer Principal
         Protected Main Street Fund III until after the expiration of the
         warranty period (12/6/2011).

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

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

o     When Class A shares of any Oppenheimer funds (other than Oppenheimer
         Rochester National Municipals and Rochester Fund Municipals)
         acquired by exchange of Class A shares of any Oppenheimer funds
         purchased subject to a Class A contingent deferred sales charge are
         redeemed within 18 months measured from the beginning of the
         calendar month of the initial purchase of the exchanged Class A
         shares, the Class A contingent deferred sales charge is imposed on
         the redeemed shares.
o     When Class A shares of Oppenheimer Rochester National Municipals and
         Oppenheimer Rochester Fund Municipals acquired by exchange of Class
         A shares of any Oppenheimer funds 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 funds 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 funds 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 funds purchased subject to a Class A contingent deferred
         sales charge are redeemed within the Class A holding period of the
         Funds from which the shares were exchanged, the Class A contingent
         deferred sales charge of the Funds from which the shares were
         exchanged is imposed on the redeemed shares.
o     Except with respect to the Class B shares described in the next two
         paragraphs, the contingent deferred sales charge is imposed on Class
         B shares acquired by exchange if they are redeemed within six years
         of the initial purchase of the exchanged Class B shares.
o     With respect to Class B shares of Oppenheimer Limited-Term Government
         Funds, Oppenheimer Limited Term Municipal Funds, Limited Term New
         York Municipal Funds and Oppenheimer Senior Floating Rate Fund, the
         Class B contingent deferred sales charge is imposed on the acquired
         shares if they are redeemed within five years of the initial
         purchase of the exchanged Class B shares.
o     With respect to Class B shares of Oppenheimer Cash Reserves that were
         acquired through the exchange of Class B shares initially purchased
         in the Oppenheimer Capital Preservation Funds, 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 funds 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 funds.
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 Funds reserve 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 Funds to which the
exchange is to be made. Otherwise, the investors must obtain a prospectus of
that Fund before the exchange request may be submitted. If all telephone
lines are busy (which might occur, for example, during periods of substantial
market fluctuations), shareholders might not be able to request exchanges by
telephone and would have to submit written exchange requests.

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

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

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

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

            Dividends, Capital Gains and Taxes

      Dividends and Distributions. ""

      The Funds have no fixed dividend rate. There can be no assurance as to
the payment of any dividends or the realization of any capital gains. The
dividends and distributions paid by a class of shares will vary from time to
time depending on market conditions, the composition of the Funds'
portfolios, and expenses borne by the Funds or borne separately by a class.
Dividends are calculated in the same manner, at the same time, and on the
same day for each class of shares. However, dividends on Class B, Class C and
Class N shares are expected to be lower than dividends on Class A and Class Y
shares. That is because of the effect of the asset-based sales charge on
Class B, Class C and Class N shares. Those dividends will also differ in
amount as a consequence of any difference in the net asset values of the
different classes of shares.

      Dividends, distributions and proceeds of the redemption of Fund shares
represented by checks returned to the Transfer Agent by the Postal Service as
undeliverable will be invested in shares of Oppenheimer Money Market Fund,
Inc. Reinvestment will be made as promptly as possible after the return of
such checks to the Transfer Agent, to enable the investor to earn a return on
otherwise idle funds. Unclaimed accounts may be subject to state escheatment
laws, and the Fund and the Transfer Agent will not be liable to shareholders
or their representatives for compliance with those laws in good faith.

      Some of the Underlying Funds have no fixed dividend rate and there can
be no assurance as to the payment of any dividends or the realization of any
capital gains.

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

      The tax discussion in the Prospectus and this Statement of Additional
Information is based on tax law in effect on the date of the Prospectus and
this Statement of Additional Information. Those laws and regulations may be
changed by legislative, judicial, or administrative action, sometimes with
retroactive effect. State and local tax treatment of ordinary income
dividends and capital gain dividends from regulated investment companies may
differ from the treatment under the Internal Revenue Code described below.
Potential purchasers of shares of the Funds are urged to consult their tax
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 Funds.

      Generally, the character of the income or capital gains that the Funds
receive from the Underlying Funds will pass through to the Funds'
shareholders as long as the Funds and Underlying Funds continue to qualify as
regulated investment companies. However, short-term capital gains received
from the Underlying Funds will be taxed as ordinary income to the Funds and
therefore may not be offset against long-term capital losses of the Funds and
foreign tax credits or deductions passed through by the Underlying Funds may
not "pass through" to the Funds' shareholders. Additionally, the redemption
of Underlying Fund shares by the Funds may be more frequently characterized
as a dividend as opposed to a sale or exchange of shares under tax rules
applicable to redemptions, thereby resulting in ordinary income without basis
offset for the redeeming Fund rather than capital gain. This will have the
effect of increasing the amount of ordinary income the Funds must distribute
to shareholders.

      Qualification as a Regulated Investment Company. The Funds have elected
to be taxed as regulated investment companies under Subchapter M of the
Internal Revenue Code of 1986, as amended. As regulated investment companies,
the Funds are not subject to federal income tax on the portion of their net
investment income (that is, taxable interest, dividends, and other taxable
ordinary income, net of expenses) and capital gain net income (that is, the
excess of net long-term capital gains over net short-term capital losses)
that they distribute to shareholders. Qualification as a regulated investment
company enables a Fund to "pass through" its income and realized capital
gains to shareholders without having to pay tax on them. This avoids a
"double tax" on that income and capital gains, since shareholders normally
will be taxed on the dividends and capital gains they receive from a Fund
(unless Fund shares are held in a retirement account or the shareholder is
otherwise exempt from tax).

      The Internal Revenue Code contains a number of complex tests relating
to qualification that a Fund might not meet in a particular year. If a Fund
did not qualify as a regulated investment company, it would be treated for
tax purposes as an ordinary corporation and would receive no tax deduction
for payments made to shareholders.

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

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

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

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

      Taxation of Fund Distributions. The Funds anticipate distributing
substantially all of their investment company taxable income for each taxable
year. Those distributions will be taxable to shareholders as ordinary income
and treated as dividends for federal income tax purposes. The tax rate on
certain dividend income and long-term capital gain applicable to
non-corporate shareholders has been reduced for taxable years beginning
before January 1, 2009. Distributions comprised of dividends from domestic
corporations and certain foreign corporations (generally, corporations
incorporated in a possession of the United States, some corporations eligible
for treaty benefits under a treaty with the United States and corporations
whose stock is readily tradable on an established securities market in the
United States) are treated as "qualified dividend income" eligible for
taxation at a maximum tax rate of 15% in the hands of non-corporate
shareholders. A certain portion of the Underlying Funds' dividends when paid
to the Funds may be eligible for treatment as qualified dividend income when
paid to noncorporate shareholders of the Funds. In order for dividends paid
by a Fund to be qualified dividend income, the respective Underlying Fund
must meet holding period and certain other requirements with respect to the
dividend-paying stocks in its portfolio, such Fund must meet the holding
period and other requirements with respect to the Underlying Fund shares, and
the non-corporate shareholder must meet holding period and certain other
requirements with respect to the Fund's shares. To the extent that an
Underlying Fund or a Fund engages in securities lending with respect to stock
paying qualified dividend income, the ability to pay qualified dividend
income to shareholders will be limited.

      Special provisions of the Internal Revenue Code govern the eligibility
of a Fund's dividends for the dividends-received deduction for corporate
shareholders. Long-term capital gains distributions are not eligible for the
deduction. The amount of dividends paid by a Fund that may qualify for the
deduction is limited to the aggregate amount of qualifying dividends that the
Fund derives from portfolio investments that such Fund has held for a minimum
period, usually 46 days. A corporate shareholder will not be eligible for the
deduction on dividends paid on Fund shares held for 45 days or less. To the
extent a Fund's dividends are derived from gross income from option premiums,
interest income or short-term gains from the sale of securities or dividends
from foreign corporations, those dividends will not qualify for the deduction.

      The Funds may either retain or distribute to shareholders their net
capital gain for each taxable year. The Funds currently intend to distribute
any such amounts although their ability to do so will depend on whether the
Underlying Funds distribute such gains. If net long term capital gains are
distributed and designated as a capital gain distribution, they will be
taxable to shareholders as long-term capital gain and will be properly
identified in reports sent to shareholders in January of each year. Such
treatment will apply no matter how long the shareholder has held his or her
shares or whether that gain was recognized by the distributing Fund before
the shareholder acquired his or her shares.

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

      Investment income that may be received by certain Underlying Funds from
sources within foreign countries may be subject to foreign taxes withheld at
the source. The United States has entered into tax treaties with many foreign
countries which entitle an Underlying Fund to a reduced rate of, or exemption
from, taxes on such income. The Funds will not be able to pass through
certain foreign tax credits or deductions that would otherwise be available
to a shareholder in an Underlying Fund.

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

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

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

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

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

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

      Ordinary income dividends paid to stockholders who are nonresident
aliens or foreign entities (which are deemed not "effectively connected
income") generally will be subject to a 30% U.S. withholding tax under
existing provisions of the Internal Revenue Code applicable to foreign
individuals and entities unless a reduced rate of withholding or a
withholding exemption is provided under applicable treaty law. Under the
provisions of the American Jobs Creation Act of 2004 (the "2004 Tax Act"),
dividends derived by a regulated investment company from short-term capital
gains and qualifying net interest income (including income from original
issue discount and market discount) and paid to stockholders who are
nonresident aliens and foreign entities if and to the extent properly
designated as "interest-related dividends" or "short-term capital gain
dividends," generally will not be subject to U.S. withholding tax. Where
possible, the Funds intend to make such designations. Under recent guidance
issued by the IRS, a regulated investment company will generally be allowed
to designate the maximum amount of its qualified dividend income, interest
related dividends and short term capital gain dividends even where the
aggregate of the amounts designated exceeds the amounts of the regulated
investment company distributions. However, in any given tax year, there may
be circumstances which would cause a Fund not to designate the maximum amount
of interest-related income or short term capital gain income eligible for
exemption. It is not possible to predict what portion, if any, of a Fund's
distributions will be designated as short-term capital gains or interest
income exempt from withholding in the hands of nonresident and foreign
stockholders.

      The 2004 Tax Act also provides that distributions of a Fund
attributable to gains from sales or exchanges of "U.S. real property
interests," as defined in the Internal Revenue Code and Treasury regulations
(including gains on the sale or exchange of shares in certain "U.S. real
property holding corporations," which may include certain real estate
investment trusts among other entities and certain real estate investment
company capital gain dividends) generally will cause a foreign stockholder to
treat such gain as income effectively connected to a trade or business within
the United States, generally subject to tax at the graduated rates applicable
to U.S. stockholders. Such distributions may be subject to U.S. withholding
tax and may require the foreign stockholder to file a U.S. federal income tax
return.

      These provisions generally would apply to distributions with respect to
taxable years of the Funds beginning after December 31, 2004 and before
January 1, 2008.

      If the ordinary income dividends from a Fund are effectively connected
with the conduct of a U.S. trade or business, then the foreign person may
claim an exemption from 30% withholding provided the Fund obtains a properly
completed and signed Certificate of Foreign Status. If the foreign person
fails to provide a certification of his/her foreign status, the Fund will be
required to withhold U.S. tax at a rate of 28% on ordinary income dividends,
capital gains distributions and the proceeds of the redemption of shares,
paid to any foreign person. Any tax withheld (in this situation) by the Fund
is remitted by the Fund to the U.S. Treasury and all income and any tax
withheld is identified in reports mailed to shareholders in January of each
year with a copy sent to the IRS.

      Foreign shareholders are urged to consult their own tax advisors or the
U.S. Internal Revenue Service with respect to the particular tax consequences
to them of an investment in the Funds, including the applicability of the
U.S. withholding taxes described above.

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

      Additional Information About the Funds

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

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

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

Independent Registered Public Accounting Firm. [               ] serves as
the Independent Registered Public Accounting Firm for the Funds. [
     ] audits the Funds' financial statements and performs other related
audit services. [                ] 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 [               ] to the
Funds must be pre-approved by the Audit Committee.


           Report of Independent Registered Public Accounting Firm


                        [To be provided by amendment]


                             Financial Statements

                        [to be provided by amendment]


                                  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.


                                  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 Services   Road & Rail
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


                                  Appendix C

        OppenheimerFunds Special Sales Charge Arrangements and Waivers

In certain cases, the initial sales charge that applies to purchases of Class
A shares(3) 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. (4) 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(5)
            4)  Group Retirement Plans(6)
            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 funds. These waivers and
special arrangements may be amended or terminated at any time by a particular
Funds, 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."(7) 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 Funds, 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 Funds 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
            Funds 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 Fund 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 each Fund is a party.
o     Shares purchased by the reinvestment of dividends or other
            distributions reinvested from the Funds 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.(8)
                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.(9)
                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(10) 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.(11)
                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.(12)
                9)  On account of the participant's separation from
                    service.(13)
                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 each 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 Funds, 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 Fund

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
Fund. 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 Fund. Those Funds include:

Oppenheimer Quest Value Fund, Inc.       Oppenheimer Small- & Mid- Cap Value Fund
Oppenheimer Quest Balanced Funds         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     Quest for Value New York Tax-Exempt
Fund                                       Funds
Quest for Value Investment Quality Income  Quest for Value National Tax-Exempt
Fund                                       Funds
Quest for Value Global Income Fund         Quest for Value California Tax-Exempt
                                           Funds

      All of the Funds listed above are referred to in this Appendix as the
"Former Quest for Value Fund." 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 Fund, or
o     purchased by such shareholder by exchange of shares of another
      Oppenheimer funds that were acquired pursuant to the merger of any of
      the Former Quest for Value Fund into that other Oppenheimer funds 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 Fund 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 Fund or received a proposal to purchase such
shares from OCC Distributors prior to November 24, 1995.

---------------------------------------------------------------------------------
Number of Eligible   Initial Sales       Initial Sales        Concession as %
Employees or Members Charge as a % of    Charge as a % of     of Offering Price
                     Offering Price      Net Amount Invested
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------

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 funds' 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 funds' 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 Fund 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 Funds 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 funds 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 funds described in this section if the
proceeds are invested in the same Class of shares in that fund or another
Oppenheimer funds 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 Funds shareholders who were
shareholders of the following funds (referred to as the "Former Connecticut
Mutual Fund") on March 1, 1996, when OppenheimerFunds, Inc. became the
investment adviser to the Former Connecticut Mutual Fund:

Connecticut Mutual Liquid Account     Connecticut Mutual Total Return Account
Connecticut Mutual Government Securities  CMIA LifeSpan Capital Appreciation
Account                                   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 Funds and the other Former Connecticut Mutual Fund 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 Funds and
                other Former Connecticut Mutual Fund were $500,000 prior to
                March 18, 1996, as a result of direct purchases or purchases
                pursuant to the Funds' policies on Combined Purchases or
                Rights of Accumulation, who still hold those shares in that
                Funds or other Former Connecticut Mutual Fund, 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
                Fund 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 Funds and the other Former Connecticut
Mutual Fund 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
            Funds 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 Funds or any one or more of the Former Connecticut Mutual
                Fund 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 Fund or the Funds
                into which such funds merged;
            2)  any participant in a qualified plan, provided that the total
                initial amount invested by the plan in the Funds or any one
                or more of the Former Connecticut Mutual Fund totaled
                $500,000 or more;
            3)  Directors of the Funds or any one or more of the Former
                Connecticut Mutual Fund 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 Fund, 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 Funds or any one or more of the
                Former Connecticut Mutual Fund, 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 Fund described
above.

      Additionally, Class A shares of the Funds 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 Funds a qualified plan, if that holder exchanges the
variable annuity contract proceeds to buy Class A shares of the Funds.

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 Funds and exchanges of Class A or Class B
shares of the Funds into Class A or Class B shares of a Former Connecticut
Mutual Fund provided that the Class A or Class B shares of the Funds 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;

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 Funds due to a
            combination with another investment company by virtue of a
            merger, acquisition or similar reorganization transaction;

      7)    in connection with the Funds' right to involuntarily redeem or
            liquidate the Funds;

      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 each Fund's Declaration of Trust,
            or as adopted by the Board of Directors of each Fund.

 VI. Special Reduced Sales Charge for Former Shareholders of Advance America
                                  Fund, 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 Fund, Inc. into those Oppenheimer
funds on October 18, 1991, and who held shares of Advance America Fund, 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 Funds' 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), the Manager and its affiliates, and
            retirement plans established by them or the prior investment
            advisor of the fund for its 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.


                                  Appendix D
                        QUALIFYING HYBRID INSTRUMENTS
Section 2(f) of the Commodities Exchange Act (the "Act") ("Exclusion for
qualifying hybrid instruments")

   (1)      In general

      Nothing in this chapter (other than section 16(e)(2)(B) of this title)
      governs or is applicable to a hybrid instrument that is predominantly a
      security.

   (2)      Predominance.

      A hybrid instrument shall be considered to be predominantly a security
      if -

         (A)
               the issuer of the hybrid instrument receives payment in full
         of the purchase price of the hybrid instrument, substantially
         contemporaneously with delivery of the hybrid instrument;

         (B)
               the purchaser or holder of the hybrid instrument is not
         required to make any payment to the issuer in addition to the
         purchase price paid under subparagraph (A), whether as margin,
         settlement payment, or otherwise, during the life of the hybrid
         instrument or at maturity;

         (C)
               the issuer of the hybrid instrument is not subject by the
         terms of the instrument to mark-to-market margining requirements; and

         (D)
               the hybrid instrument is not marketed as a contract of sale of
         a commodity for future delivery (or option on such a contract)
         subject to this chapter.

   (3)      Mark-to-market margining requirements.

         For the purposes of paragraph (2)(C), mark-to-market margining
   requirements do not include the obligation of an issuer of a secured debt
   instrument to increase the amount of collateral held in pledge for the
   benefit of the purchaser of the secured debt instrument to secure the
   repayment obligations of the issuer under the secured debt instrument.

CFTC Rule 34.3 Hybrid Instrument Exemption

(a) A hybrid instrument is exempt from all provisions of the Act and any
person or class of persons offering, entering into, rendering advice or
rendering other services with respect to such exempt hybrid instrument is
exempt for such activity from all provisions of the Act (except in each case
Section 2(a)(1)(B)), provided the following terms and conditions are met:

   (1)      The instrument is:

      (i) An equity or debt security within the meaning of Section 2(l) of
      the Securities Act of 1933; or

      (ii) A demand deposit, time deposit or transaction account within the
      meaning of 12 CFR 204.2(b)(1), (c)(1) and (e), respectively, offered by
      an insured depository institution as defined in Section 3 of the
      Federal Deposit Insurance Act; an insured credit union as defined in
      Section 101 of the Federal Credit Union Act; or a Federal or State
      branch or agency of a foreign bank as defined in Section 1 of the
      International Banking Act;

   (2)      The sum of the commodity-dependent values of the
      commodity-dependent components is less than the commodity-independent
      value of the commodity-independent component;

   (3)      Provided that:

      (i) An issuer must receive full payment of the hybrid instrument's
      purchase price, and a purchaser or holder of a hybrid instrument may
      not be required to make additional out-of-pocket payments to the issuer
      during the life of the instrument or at maturity; and

      (ii) The instrument is not marketed as a futures contract or a
      commodity option, or, except to the extent necessary to describe the
      functioning of the instrument or to comply with applicable disclosure
      requirements, as having the characteristics of a futures contract or a
      commodity option; and

      (iii) The instrument does not provide for settlement in the form of a
      delivery instrument that is specified as such in the rules of a
      designated contract market;

   (4)      The instrument is initially issued or sold subject to applicable
      federal or state securities or banking laws to persons permitted
      thereunder to purchase or enter into the hybrid instrument.

                                  Appendix E
                         QUALIFYING SWAP TRANSACTIONS
Section 2(g) of the Commodities Exchange Act (the "Act") ("Excluded swap
transactions")

      No provision of this chapter (other than section 7a (to the extent
provided in section 7a(g) of this title), 7a-1, 7a-3, or 16(e)(2) of this
title) shall apply to or govern any agreement, contract, or transaction in a
commodity other than an agricultural commodity if the agreement, contract, or
transaction is -

      (1) entered into only between persons that are eligible contract
participants at the time they enter into the agreement, contract, or
transaction;

      (2) subject to individual negotiation by the parties; and

      (3) not executed or traded on a trading facility.

CFTC Rule 35.2 Exemption

      A swap agreement is exempt from all provisions of the Act and any
person or class of persons offering, entering into, rendering advice, or
rendering other services with respect to such agreement, is exempt for such
activity from all provisions of the Act (except in each case the provisions
of Sections 2(a)(1)(B), 4b, and 4o of the Act and Section 32.9 of this
chapter as adopted under Section 4c(b) of the Act, and the provisions of
Sections 6(c) and 9(a)(2) of the Act to the extent these provisions prohibit
manipulation of the market price of any commodity in interstate commerce or
for future delivery on or subject to the rules of any contract market),
provided the following terms and conditions are met:

      (a) the swap agreement is entered into solely between eligible swap
participants at the time such persons enter into the swap agreement;

      (b) the swap agreement is not part of a fungible class of agreements
that are standardized as to their material economic terms;

      (c) the creditworthiness of any party having an actual or potential
obligation under the swap agreement would be a material consideration in
entering into or determining the terms of the swap agreement, including
pricing, cost, or credit enhancement terms of the swap agreement; and

      (d) the swap agreement is not entered into and traded on or through a
multilateral transaction execution facility;

      Provided, however, that paragraphs (b) and (d) of Rule 35.2 shall not
be deemed to preclude arrangements or facilities between parties to swap
agreements, that provide for netting of payment obligations resulting from
such swap agreements nor shall these subsections be deemed to preclude
arrangements or facilities among parties to swap agreements, that provide for
netting of payments resulting from such swap agreements; provided further,
that any person may apply to the Commission for exemption from any of the
provisions of the Act (except 2(a)(1)(B)) for other arrangements or
facilities, on such terms and conditions as the Commission deems appropriate,
including but not limited thereto, the applicability of other regulatory
regimes.


Oppenheimer LifeCycle Funds

o     Oppenheimer Transition 2010 Fund
o     Oppenheimer Transition 2015 Fund
o     Oppenheimer Transition 2020 Fund
o     Oppenheimer Transition 2030 Fund

Internet Website
      www.oppenheimerfunds.com

Investment Advisor
      OppenheimerFunds, Inc.
      Two World Financial Center
      225 Liberty Street-11th Floor
      New York, New York 10281-1008

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

Transfer Agent
      OppenheimerFunds Services
      P.O. Box 5270
      Denver, Colorado 80217
      1.800.CALL OPP (225.5677)

Custodian Bank
      Citibank, N.A.
      111 Wall Street
      New York, New York 10005

Independent Registered Public Accounting Firm
        KPMG
        707 17th Street
        Denver, Colorado  80202

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


(3) Certain waivers also apply to Class M shares of Oppenheimer Convertible
Securities Fund.

(4) 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.

(5) 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.
(6) 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.
(7) 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.

(8) This provision does not apply to IRAs.
(9) 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.
(10) The distribution must be requested prior to Plan termination or the
elimination of the Oppenheimer funds as an investment option under the Plan.
(11) This provision does not apply to IRAs.
(12) This provision does not apply to loans from 403(b)(7) custodial plans
and loans from the OppenheimerFunds-sponsored Single K retirement plan.
(13) This provision does not apply to 403(b)(7) custodial plans if the
participant is less than age 55, nor to IRAs.


PART C

                       OPPENHEIMER TRANSITION 2010 FUND

                                  FORM N-1A

                                    PART C

                              OTHER INFORMATION

Item 23. - Exhibits

(a)   Declaration of Trust dated June 5, 2006: Previously filed with
Pre-Effective Amendment No. 1 to the Registration Statement of Oppenheimer
Transition 2010 Fund (Reg. No. 333-135516), 06/30/06, and incorporated herein
by reference.

(b)   By-Laws dated June 5, 2006:  Previously filed with Pre-Effective
Amendment No. 1 to the Registration Statement of Oppenheimer Transition 2010
Fund (Reg. No. 333-135516), 06/30/06, and incorporated herein by reference

(c)   Not applicable.

(d)   Investment Advisory Agreement dated:  To be filed by amendment.

(e)   (i) General Distributor's Agreement dated To be filed by amendment.

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

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

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

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

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

      (ii) Form of Deferred Compensation Plan for Disinterested
Trustees/Directors: Previously filed with Post-Effective Amendment No. 26 to
the Registration Statement of Oppenheimer Gold & Special Minerals Fund (Reg.
No. 2-82590), (10/28/98), and incorporated by reference.

(g)   (i)   Global Custodial Services Agreement dated August 16, 2002:
Previously filed with Post- Effective Amendment no. 41 to the Registration
Statement of Oppenheimer Variable account Funds (Reg. No. 2-93177),
(4/28/03), and incorporated by reference.

      (ii) Amendment dated October 2, 2003 to the Global Custody Agreement
dated August 16, 2002: Previously filed with Pre-Effective Amendment No. 1 to
the Registration Statement of Oppenheimer Principal Protected Trust II (Reg.
333-10893) (11/6/03), and incorporated herein by reference.

(h)   Not applicable

(i)   Opinion and Consent of Counsel: To be filed by amendment.

(j)   Independent Auditor's Consent: To be filed by amendment.

(k)   Not applicable.

(l)   Investment Letter from OppenheimerFunds, Inc. to Registrant: To be
filed by amendment.

(m)   Service Plan and Agreement for Class A shares dated June 15, 2006.  To
be filed by amendment.

(n)   Oppenheimer Funds Multiple Class Plan under Rule 18f-3 updated through
8/11/05: Previously filed with Post-Effective Amendment No. 5 to the
Registration Statement of Oppenheimer Main Street Opportunity Fund (Reg. No.
333-40186), (9/27/05), and incorporated herein by reference.

(o)      (i)Power of Attorney for all Trustees/Directors dated October 11,
         2006: Previously
filed with Post-Effective Amendment No. 51 to the Registration Statement of
         Oppenheimer
Capital Appreciation Fund (Reg. No. 2-69719), 10/23/06, and incorporated
         herein by reference.

(ii)  Power of Attorney for Brian W. Wixted dated October 11, 2006: Previously
filed with Post-Effective Amendment No. 51 to the Registration Statement of
Oppenheimer Capital Appreciation Fund (Reg. No. 2-69719), 10/23/06, and
incorporated herein by reference.

(p)   Amended and Restated Code of Ethics of the Oppenheimer Funds dated
March 31, 2006 under Rule 17j-1 of the Investment Company Act of 1940:
Previously filed with Post-Effective Amendment No. 13 to the Registration
Statement of Oppenheimer MidCap Fund (Reg. No. 333-31533), (4/7/06), and
incorporated herein by reference.


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

None.

Item 25. - Indemnification

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

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


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

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

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

--------------------------------------------------------------------------------
Name and Current Position
with OppenheimerFunds, Inc. Other Business and Connections  During the Past Two
                            Years
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Timothy L. Abbuhl,          Vice  President  of  OppenheimerFunds  Distributor,
Vice President              Inc.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Emeline S. Adwers           None
Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Robert Agan,                Senior  Vice  President  of  Shareholder  Financial
Senior Vice President       Services,  Inc. and  Shareholders  Services,  Inc.;
                            Vice  President  of  OppenheimerFunds  Distributor,
                            Inc.,  Centennial Asset Management  Corporation and
                            OFI Private Investments Inc.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Carl Algermissen,           Formerly   Associate  Counsel  &  Legal  Compliance
Vice President & Associate  Officer at Great West-Life & Annuity  Insurance Co.
Counsel                     (February 2004-October 2004).
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
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:  Centennial
Vice President & Secretary  Asset  Management   Corporation,   OppenheimerFunds
                            Distributor,  Inc.,  HarbourView  Asset  Management
                            Corporation  (since  June 2003),  Oppenheimer  Real
                            Asset  Management,   Inc.,   Shareholder  Financial
                            Services,   Inc.,   Shareholder   Services,   Inc.,
                            Trinity  Investment  Management  Corporation (since
                            January  2005),  OppenheimerFunds  Legacy  Program,
                            OFI Private  Investments Inc. (since June 2003) and
                            OFI  Institutional  Asset  Management,  Inc. (since
                            June  2003).   Assistant  Secretary  of  OFI  Trust
                            Company (since December 2001).
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Hany S. Ayad,               None
Assistant Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Robert Baker,               None
Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
James F. Bailey,            Senior  Vice  President  of  Shareholder  Services,
Senior Vice President       Inc.  (since March 2006).  Formerly Vice  President
                            at T. Row  Price  Group  (September  2000 - January
                            2006).
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Michael Baldwin,            President  and  Director of  Shareholder  Financial
Executive Vice President    Services,   Inc.  and  Shareholder  Services,  Inc.
                            Formerly  Managing Director at Deutsche Bank (March
                            2001 - March 2005).
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
John Michael Banta,         None
Assistant Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Joanne Bardell,             None
Assistant Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Adam Bass,                  None
Assistant Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Kevin Baum,                 None
Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Jeff Baumgartner,           None
Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Marc Baylin,                Formerly  Portfolio  Manager at J.P.  Morgan  (June
Vice President              2002-August 2005.)
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Todd Becerra,               None
Assistant Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Lalit K. Behal              Assistant    Secretary   of    HarbourView    Asset
Assistant Vice President    Management Corporation.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Kathleen Beichert,          Vice  President  of  OppenheimerFunds  Distributor,
Senior Vice President       Inc.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Gerald B. Bellamy,          Assistant  Vice  President  (Sales  Manager  of the
Assistant Vice President    International  Division) of OFI Institutional Asset
                            Management, Inc.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Erik S. Berg,               None
Assistant Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Robert Bertucci,            None
Assistant Vice President:
Rochester Division
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Rajeev Bhaman,              None
Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Craig Billings,             None
Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Mark Binning,               None
Assistant Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Robert J. Bishop,           Treasurer (since October 2003) of  OppenheimerFunds
Vice President              Distributor,  Inc. and Centennial  Asset Management
                            Corporation.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Beth Bleimehl,              None
Assistant Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
John R. Blomfield,          None
Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Lisa I. Bloomberg,          None.
Vice President & Associate
Counsel
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Veronika Boesch,            None
Assistant Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Chad Boll,                  None
Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Antulio N. Bomfim,          None
Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Michelle Borre Massick,     None
Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Lori E. Bostrom,            Formerly  Vice  President  &  Corporate  Counsel at
Vice President & Senior     Prudential  Financial Inc. (October 2002 - November
Counsel                     2004).
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Lisa Bourgeois,             Assistant Vice  President of Shareholder  Services,
Assistant Vice President    Inc.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
John Boydell,               None
Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Michael Bromberg,           None
Assistant Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Joan Brunelle,              None
Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Kristine Bryan-Levin,       Formerly  Senior Vice  President at Brown  Brothers
Vice President              Harriman (November 2002 - May 2005).
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Stephanie Bullington,       Formerly   Fund   Accounting   Manager  at  Madison
Assistant Vice President    Capital  Management  Company  (July  2005 - October
                            2005 and Fund  Accounting  Officer  at  Butterfield
                            Fund  Services  (Bermuda)  Limited (a wholly  owned
                            subsidiary  of the Bank of NT  Butterfield  & Sons)
                            (September 2003 - June 2005).
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Paul Burke,                 None
Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Mark Burns,                 None
Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Geoffrey Caan,              None
Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Patrick Campbell,           None
Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Catherine Carroll,          None
Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Debra Casey,                None
Assistant Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Maria Castro,               None
Assistant Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Lisa Chaffee,               None
Assistant Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Charles Chibnik,            None
Assistant Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Patrick Sheng Chu,          None
Assistant Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Brett Clark,                None
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,             Senior  Vice  President  of  Shareholder  Financial
Senior Vice President       Services,  Inc.  and  Shareholder  Services,  Inc.;
                            Vice  President  of  OppenheimerFunds  Distributor,
                            Inc.,  Centennial Asset Management  Corporation and
                            OppenheimerFunds Legacy Program.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Cheryl Corrigan,            None
Assistant Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Belinda J. Cosper,          None
Assistant Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Scott Cottier,              None
Vice President:
Rochester Division
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Laura Coulston,             None
Assistant Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
George Curry,               Vice  President  of  OppenheimerFunds  Distributor,
Vice President              Inc.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Julie C. Cusker,            None
Assistant Vice President:
Rochester Division
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Kevin Dachille,             Formerly   Fixed   Income   Director   at  National
Vice President              Railroad  Retirement  Investment  Trust (May 2003 -
                            May 2005).
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
John Damian,                None
Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Richard Demarco,            None
Assistant Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Craig P. Dinsell,           None
Executive Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Randall C. Dishmon,         None
Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Gavin Dobson,               Formerly  President at Britannic  Asset  Management
Vice President              International (September 2001 - May 2005).
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Rebecca K. Dolan,           None
Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Steven D. Dombrower,        Senior Vice  President  of OFI Private  Investments
Vice President              Inc.;    Vice    President   of    OppenheimerFunds
                            Distributor, Inc.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Thomas Doyle,               None
Assistant Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Bruce C. Dunbar,            None
Senior Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Brian Dvorak,               None
Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Richard Edmiston,           None
Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
A. Taylor Edwards,          Formerly  Associate at Dechert LLP (September  2000
Assistant Vice President &  - December 2005).
Assistant Counsel
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Venkat Eleswarapu,          Formerly  Associate  Professor  of Finance at Texas
Vice President              Tech  University  (July 2005 -  December  2005) and
                            Assistant   Professor   of  Finance   at   Southern
                            Methodist University (January 1999 - May 2005).
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Daniel R. Engstrom,         None
Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
James Robert Erven          None
Assistant Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
George R. Evans,            None
Senior Vice President &
Director of International
Equities
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Edward N. Everett,          None
Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Kathy Faber,                None
Assistant Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
David Falicia,              None  Assistant  Secretary  (as of  July  2004)  of
Assistant Vice President    HarbourView Asset Management Corporation.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Matthew Farkas,             Formerly  Associate at Epstein Becker & Grenn, P.C.
Assistant Vice President    (September 2000 - March 2006).
and Assistant Counsel
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Kristie Feinberg,           None
Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Emmanuel Ferreira,          None
Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Ronald H. Fielding,         Vice  President  of  OppenheimerFunds  Distributor,
Senior Vice President;      Inc.;  Director  of ICI Mutual  Insurance  Company;
Chairman of the Rochester   Governor  of St.  John's  College;  Chairman of the
Division                    Board  of  Directors  of  International  Museum  of
                            Photography at George Eastman House.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Bradley G. Finkle,          None
Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
John E. Forrest,            Senior   Vice    President   of    OppenheimerFunds
Senior Vice President       Distributor, Inc.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
David Foxhoven,             Assistant   Vice   President  of   OppenheimerFunds
Vice President              Legacy Program.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Colleen M. Franca,          None
Assistant Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Barbara Fraser,             Formerly  Attorney in Private  Practice (April 2000
Vice President & Associate  - November 2005).
Counsel
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Thomas Frengillo,           None
Assistant Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Dominic Freud,              None
Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Dan Gagliardo,              None
Assistant Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Hazem Gamal,                None
Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Seth Gelman,                None.
Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Timothy Gerlach,            None
Assistant Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Subrata Ghose,              None
Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Charles W. Gilbert,         None
Assistant Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Kurt Gibson,                Formerly  Manager at Barclays Capital (January 2002
Assistant Vice President    - April 2006).
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Phillip S. Gillespie,       None.
Senior Vice President &
Assistant Secretary
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Alan C. Gilston,            None
Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Jacqueline Girvin-Harkins,  None
Assistant Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Jill E. Glazerman,          None
Senior Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Benjamin J. Gord,           Vice  President  of  HarbourView  Asset  Management
Vice President              Corporation   and   of  OFI   Institutional   Asset
                            Management, Inc.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Leyla Greengard,            None
Assistant Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Robert B. Grill,            None
Senior Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Carol Guttzeit,             None
Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Robert Haley,               None
Assistant Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Marilyn Hall,               None
Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Kelly Haney,                None
Assistant Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Steve Hauenstein,           None
Assistant Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Robert W. Hawkins,          Formerly an  Associate at Shearman and Sterling LLP
Assistant Vice President &  (July 2004 - August 2005).
Assistant Counsel
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Thomas B. Hayes,            None
Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Jennifer Heathwood,         None
Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Heidi Heikenfeld,           None
Assistant Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Annika Helgerson,           None
Assistant Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Edward Henderson,           Formerly Director of Corporate  Purchasing and Risk
Assistant Vice President    Management  at  StarTek  Inc.  (January  2003 - May
                            2005).
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Daniel Hermann,             None
Assistant Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Dennis Hess,                None
Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Joseph Higgins,             Vice   President   of   OFI   Institutional   Asset
Vice President              Management, Inc.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Dorothy F. Hirshman,        None
Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Daniel Hoelscher,           None
Assistant Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Brian Hourihan,             Assistant  Secretary  of  OFI  Institutional  Asset
Vice President & Associate  Management,  Inc. (since April 2006). Formerly Vice
Counsel                     President  and  Senior  Counsel  at   Massachusetts
                            Financial Service Company (June 2004 - March 2006).
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Edward Hrybenko,            Vice  President  of  OppenheimerFunds  Distributor,
Vice President              Inc.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Scott T. Huebl,             Assistant   Vice   President  of   OppenheimerFunds
Vice President              Legacy Program.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Margaret Hui,               None
Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Dana Hunter,                None
Assistant Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
John Huttlin,               Senior   Vice    President    (Director    of   the
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
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Kelly Bridget Ireland,      None.
Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Kathleen T. Ives,           Vice   President   and   Assistant   Secretary   of
Vice President, Senior      OppenheimerFunds  Distributor, Inc. and Shareholder
Counsel & Assistant         Services,  Inc.;  Assistant Secretary of Centennial
Secretary                   Asset  Management   Corporation,   OppenheimerFunds
                            Legacy Program and Shareholder  Financial Services,
                            Inc.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
William Jaume,              Senior  Vice   President   of   HarbourView   Asset
Vice President              Management  Corporation and OFI Institutional Asset
                            Management, Inc.; Director of OFI Trust Company.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Frank V. Jennings,          None
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
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Rezo Kanovich,              None
Assistant Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Thomas W. Keffer,           None
Senior Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Michael Keogh,              Vice  President  of  OppenheimerFunds  Distributor,
Vice President              Inc.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
John Kiernan,               Formerly  Vice  President  and  Senior   Compliance
Assistant Vice President &  Officer,   Guardian  Trust  Company,   FSB  at  The
Marketing Compliance        Guardian Life  Insurance  Company of America (since
Manager                     February 1998 - November 2005).
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Audrey Kiszla               Formerly Vice  President at First Horizon  Merchant
Vice President              Services  (December  2005- May 2006);  Director  at
                            Janus (January 1998 - August 2005).
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Martin S. Korn,             None.
Senior Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Dimitrios Kourkoulakos,     None
Senior Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Brian Kramer,               None
Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Paul Kunz,                  None
Assistant Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Gloria LaFond,              None
Assistant Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Lisa Lamentino,             None
Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Tracey Lange,               Vice  President  of  OppenheimerFunds  Distributor,
Vice President              Inc. and OFI Private Investments Inc.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Jeffrey P. Lagarce,         President of OFI  Institutional  Asset  Management,
Senior Vice President       Inc. as of January 2005.  Formerly  Executive  Vice
                            President-Head  of  Fidelity   Tax-Exempt  Services
                            Business    at   Fidelity    Investments    (August
                            1996-January 2005).
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
John Latino,                None
Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Kristina Lawrence,          None
Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Gayle Leavitt,              None
Assistant Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Christopher M. Leavy,       None
Senior Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Kevin Lee,                  Formerly  Vice  President  at Delaware  Investments
Vice President              (October 2000 - February 2005).
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Randy Legg,                 None
Vice President & Assistant
Counsel
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Laura Leitzinger,           Senior  Vice  President  of  Shareholder  Services,
Senior Vice President       Inc. and Shareholder Financial Services, Inc.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Justin Leverenz,            None  Formerly,  a  research/technology  analyst at
Vice President              Goldman Sachs, Taiwan (May 2002-May 2004).
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Michael S. Levine,          None
Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Brian Levitt,               None
Assistant Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Gang Li,                    None
Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Shanquan Li,                None
Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Julie A. Libby,             Senior Vice  President  of OFI Private  Investments
Senior Vice President       Inc.  Formerly  Executive  Vice  President  & Chief
                            Operating  Officer at Fred Alger  Management,  Inc.
                            (July 1996 - February 2005).
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Daniel Lifshey,             None
Assistant Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Mitchell J. Lindauer,       None
Vice President & Assistant
General Counsel
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Bill Linden,                None
Assistant Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Malissa B. Lischin,         Assistant   Vice   President  of   OppenheimerFunds
Vice President              Distributor, Inc.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
David P. Lolli,             None
Assistant Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Daniel G. Loughran          None
Vice President:
Rochester Division
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Patricia Lovett,            Vice President of Shareholder  Financial  Services,
Vice President              Inc.  and  Senior  Vice  President  of  Shareholder
                            Services, Inc.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Misha Lozovik,              Formerly  Senior  Director at Clinical  Development
Vice President              Capital   LLC/Care   Capital  LLC  (August  2002  -
                            October 2005).
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Steven Lucaccini,           Formerly  Director  and High  Yield  Analyst at UBS
Assistant Vice President    Global  Asset  Management  (November  2001 -  April
                            2005).
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Dongyan Ma,                 None
Assistant Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Steve Macchia,              None
Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Mark H. Madden,             None.
Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Jerry Mandzij,              None
Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Angelo G. Manioudakis       Senior  Vice   President   of   HarbourView   Asset
Senior Vice President       Management  Corporation  and of  OFI  Institutional
                            Asset Management, Inc.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Carolyn Maxson,             None
Assistant Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
William T. Mazzafro,        Formerly  self-employed as a consultant  securities
Assistant Vice President    (January 2004 - December 2005).
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Trudi McKenna,              Formerly  Leadership   Development   Supervisor  at
Assistant Vice President    JetBlue Airways (July 2003 - October 2005).
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Jay Mewhirter,              Formerly  Director of  Application  Development  at
Vice President              AMVESCAP (September 1999 - March 2005).
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Elizabeth McCormack,        Vice   President   and   Assistant   Secretary   of
Vice President              HarbourView Asset Management Corporation.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Joseph McDonnell,           Formerly  Senior  Vice  President  at Lehman  Bros.
Vice President              (April 1995 - March 2006).
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Joseph McGovern,            None
Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Charles L. McKenzie,        Chairman of the Board,  Director,  Chief  Executive
Senior Vice President       Officer  and   President  of  OFI  Trust   Company;
                            Chairman,    Chief   Executive    Officer,    Chief
                            Investment    Officer    and    Director   of   OFI
                            Institutional   Asset   Management,   Inc.;   Chief
                            Executive  Officer,   President,   Senior  Managing
                            Director   and   Director  of   HarbourView   Asset
                            Management   Corporation;    Chairman,   President;
                            Director   of   Trinity    Investment    Management
                            Corporation and Vice President of Oppenheimer  Real
                            Asset Management, Inc.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Michael Medev,              None
Assistant Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Lucienne Mercogliano,       None
Assistant Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Andrew J. Mika,             None
Senior Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Jan Miller,                 Formerly a  Supervisor  at Janus (May  2004-October
Assistant Vice President    2004).
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Heather Minks               None
Assistant Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Rejeev Mohammed,            None
Assistant Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Nikolaos D. Monoyios,       None
Senior Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Jill Mulachy,               None
Vice President:
Rochester Division
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
John V. Murphy,             President and  Management  Director of  Oppenheimer
Chairman, President, Chief  Acquisition   Corp.;   President  and  Director  of
Executive Officer &         Oppenheimer Real Asset Management,  Inc.;  Chairman
Director                    and  Director of  Shareholder  Services,  Inc.  and
                            Shareholder  Financial Services,  Inc.; Director of
                            Centennial    Asset     Management     Corporation,
                            OppenheimerFunds     Distributor,     Inc.,     OFI
                            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 JP
Assistant Vice President    Morgan  Fleming  Asset   Management   (May  2002  -
                            October 2004).
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Suzanne Murphy,             None
Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Thomas J. Murray,           None
Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Kenneth Nadler,             None
Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Paul Newman,                None
Assistant Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Richard Nichols,            None
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
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Tony Oh,                    Formerly  Director  of SEC  Reporting  at  Teletech
Assistant Vice President    Holdings (July 2004 - April 2005.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
John O'Hare,                None
Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
John J. Okray,              Formerly Vice President,  Head of Trust  Operations
Vice President              at Lehman Brothers (June 2004-October 2004)
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Lerae A. Palumbo,           None
Assistant Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Anthony Parish,             None
Assistant Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Kathleen Patton,            None
Assistant Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
David P. Pellegrino,        None
Senior Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Allison C. Pells,           None
Assistant Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Robert H. Pemble,           None
Assistant Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Lori L. Penna,              None
Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Brian Petersen,             None
Assistant Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Marmeline Petion-Midy,      None
Assistant Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
David Pfeffer,              Senior  Vice   President   of   HarbourView   Asset
Senior Vice President &     Management Corporation since February 2004.
Chief Financial Officer
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Sanjeev Phansalkar,         Formerly   Consultant  at  The  Solomon-Page  Group
Assistant Vice President    (October 2004 - September 2005).
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
James F. Phillips,          None
Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Scott Phillips,             None
Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Gary Pilc,                  None
Assistant Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
John Piper,                 Assistant Vice  President of Shareholder  Services,
Assistant Vice President    Inc.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Jeaneen Pisarra,            None
Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Nicolas Pisciotti,          Formerly  Assistant  Vice  President  at ING (April
Assistant Vice President    2002 - May 2005).
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
David Poiesz,               None
Senior Vice President,
Head of Growth Equity
Investments
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Sergei Polevikov,           None
Assistant Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Semyon Polyak,              Formerly Vice  President and  Co-Portfolio  Manager
Vice President              at Pioneer Investments (June 1998 - August 2005).
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Jeffrey Portnoy,            None
Assistant Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
David Preuss,               None
Assistant Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Ellen Puckett,              None
Assistant Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Jane C. Putnam,             None
Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Paul Quarles,               Formerly a Principal at AIM Management  Group, Inc.
Assistant Vice President    (October 1997-October 2004).
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Michael E. Quinn,           None
Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Julie S. Radtke,            None
Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Norma J. Rapini,            None
Assistant Vice President :
Rochester Division
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Corry E. Read,              None
Assistant Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Marc Reinganum,             None
Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Jill Reiter,                None
Assistant Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Eric Rhodes,                None
Assistant Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Eric Richter,               Vice  President  of  HarbourView  Asset  Management
Vice President              Corporation.  Formerly Investment Officer at Alaska
                            Permanent Fund  Corporation  (April 2005 - February
                            2006);  Vice President at Loomis Sayles & Co. (July
                            1997 - April 2005).
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Claire Ring,                None
Assistant Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Grace Roberts,              None
Assistant Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
David Robertson,            Senior   Vice    President   of    OppenheimerFunds
Senior Vice President       Distributor, Inc.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Robert Robis,               Formerly a Proprietary  Trader at J.P. Morgan Chase
Assistant Vice President    & Co. (May 2004-May 2005).
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Antoinette Rodriguez,       None
Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Stacey Roode,               None
Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Jeffrey S. Rosen,           None
Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Stacy Roth,                 None
Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
James H. Ruff,              President    &   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 &  Wood LLP (September 2002-February 2005).
Assistant Counsel
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Kim Russomanno,             None
Assistant Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Gerald Rutledge,            None
Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Julie Anne Ryan,            None
Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Timothy Ryan,               None
Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Rohit Sah,                  None
Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Valerie Sanders,            None
Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Rudi W. Schadt,             None
Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Ellen P. Schoenfeld,        None
Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Patrick Schneider           Formerly  Human  Resources  Manager at ADT Security
Assistant Vice President    Services (December 2001 - July 2006).
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Mary Beth Schellhorn,       Formerly  Human   Resources   Generalist  at  Misys
Assistant Vice President    Banking Systems (November 2000 - June 2006).
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Scott A. Schwegel,          None
Assistant Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Allan P. Sedmak             None
Assistant Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Jennifer L. Sexton,         Senior Vice  President  of OFI Private  Investments
Vice President              Inc.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Asutosh Shah,               Formerly   Vice    President   at   Merrill   Lynch
Vice President              Investment   Managers  (February  2002  -  February
                            2006).
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Kamal Shah,                 Formerly  Senior Vice  President  Chief  Technology
Vice President              Officer at Tremont Capital  Management  (March 1998
                            - July 2005).
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Nava Sharma,                None
Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Thomas Siomades,            Formerly Vice  President,  Portfolio  Management at
Vice President              Curian  Capital  LLC  (December  2002  -  September
                            2005).
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
David C. Sitgreaves,        None
Assistant Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Edward James Sivigny        None
Assistant Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Enrique H. Smith,           None
Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Louis Sortino,              None
Vice President:
Rochester Division
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Keith J. Spencer,           None
Senior Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Marco Antonio Spinar,       None
Assistant Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Brett Stein                 Formerly  Vice  President  of  Client  Services  at
Vice President              XAware, Inc. (October 2002 - August 2006).
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Richard A. Stein,           None
Vice President:
Rochester Division
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Arthur P. Steinmetz,        Senior  Vice   President   of   HarbourView   Asset
Senior Vice President       Management Corporation.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Jennifer Stevens,           None
Assistant Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
John P. Stoma,              Senior   Vice    President   of    OppenheimerFunds
Senior Vice President       Distributor, Inc.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Amy Sullivan,               None
Assistant Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Deborah A. Sullivan,        Secretary of OFI Trust Company.
Vice President & Assistant
Counsel
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Michael Sussman,            Vice  President  of  OppenheimerFunds  Distributor,
Vice President              Inc.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Thomas Swaney,              None
Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Brian C. Szilagyi,          Director of Financial  Reporting and  Compliance at
Assistant Vice President    First Data Corporation (April 2003-June 2004).
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Matthew Tartaglia,          None
Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Martin Telles,              Senior   Vice    President   of    OppenheimerFunds
Senior Vice President       Distributor, Inc.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Vincent Toner,              None
Assistant Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Melinda Trujillo,           Formerly  Senior  Manager at CoBank,  ACB  (January
Assistant Vice President    2004 - April 2006).
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Leonid Tsvayg,              None
Assistant Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Keith Tucker,               None
Assistant Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Cameron Ullyat,             None
Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Angela Uttaro,              None
Assistant Vice President:
Rochester Division
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Mark S. Vandehey,           Vice  President  and Chief  Compliance  Officer  of
Senior Vice President &     OppenheimerFunds   Distributor,   Inc.,  Centennial
Chief Compliance Officer    Asset   Management   Corporation   and  Shareholder
                            Services,   Inc.;  Chief   Compliance   Officer  of
                            HarbourView  Asset  Management  Corporation,   Real
                            Asset  Management,   Inc.,   Shareholder  Financial
                            Services,   Inc.,  Trinity  Investment   Management
                            Corporation,  OppenheimerFunds  Legacy Program, OFI
                            Private  Investments Inc. and OFI Trust Company and
                            OFI Institutional Asset Management, Inc.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Maureen Van Norstrand,      None
Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Nancy Vann,                 Formerly   Assistant  General  Counsel  at  Reserve
Vice President & Assistant  Management Company, Inc. (April to December 2004).
Counsel
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Rene Vecka,                 None
Assistant Vice President:
Rochester Division
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Vincent Vermette,           Assistant   Vice   President  of   OppenheimerFunds
Assistant Vice President    Distributor, Inc.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Elaine Villas-Obusan,       None
Assistant Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Phillip F. Vottiero,        None
Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Lisa Walsh,                 None
Assistant Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
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 Werdmolder,       Director  of  OppenheimerFunds  International  Ltd.
Senior Vice President       and   OppenheimerFunds   plc  and  OppenheimerFunds
                            (placeAsia)   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.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
William L. Wilby,           None
Senior Vice President &
Senior Investment Officer,
Director of Equities
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Troy Willis,                None
Vice President:
Rochester Division
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Donna M. Winn,              President,  Chief  Executive  Officer & Director of
Senior Vice President       OFI Private  Investments Inc.; Director & President
                            of  OppenheimerFunds  Legacy  Program;  Senior Vice
                            President of OppenheimerFunds Distributor, Inc.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Philip Witkower,            Senior   Vice    President   of    OppenheimerFunds
Senior Vice President       Distributor, Inc.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Brian W. Wixted,            Treasurer   of   HarbourView    Asset    Management
Senior Vice President &     Corporation;  OppenheimerFunds  International Ltd.,
Treasurer                   Oppenheimer    Real   Asset    Management,    Inc.,
                            Shareholder Services,  Inc.,  Shareholder Financial
                            Services,  Inc., OFI Private  Investments Inc., OFI
                            Institutional      Asset     Management,      Inc.,
                            OppenheimerFunds  plc and  OppenheimerFunds  Legacy
                            Program;  Treasurer and Chief Financial  Officer of
                            OFI   Trust   Company;   Assistant   Treasurer   of
                            Oppenheimer Acquisition Corp.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Carol E. Wolf,              Senior  Vice   President   of   HarbourView   Asset
Senior Vice President       Management  Corporation  and  of  Centennial  Asset
                            Management Corporation;  serves on the Board of the
                            Colorado Ballet.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Meredith Wolf               None.
Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Oliver Wolff,               None
Assistant Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Kurt Wolfgruber,            Director  of  Tremont  Capital  Management,   Inc.,
Executive Vice President,   HarbourView  Asset  Management  Corporation and OFI
Chief Investment Officer &  Institutional  Asset  Management,  Inc. (since June
Director                    2003).    Management    Director   of   Oppenheimer
                            Acquisition Corp. (since December 2005).
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Caleb C. Wong,              None
Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Edward C. Yoensky,          None
Assistant Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Geoff Youell,               Formerly   Principal   Consultant   at  XAware  Inc
Assistant Vice President    (January 2004 - June 2005).
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Lucy Zachman,               None
Assistant Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Robert G. Zack              General  Counsel  of  Centennial  Asset  Management
Executive Vice President &  Corporation;   General   Counsel  and  Director  of
General Counsel             OppenheimerFunds  Distributor,  Inc.;  Senior  Vice
                            President and General Counsel of HarbourView  Asset
                            Management  Corporation and OFI Institutional Asset
                            Management,  Inc.;  Senior Vice President,  General
                            Counsel  and  Director  of  Shareholder   Financial
                            Services,  Inc.,  Shareholder  Services,  Inc., OFI
                            Private  Investments  Inc.  and OFI Trust  Company;
                            Director     and     Assistant     Secretary     of
                            OppenheimerFunds      International     Ltd     and
                            OppenheimerFunds  plc;  Vice  President,  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
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Anna Zatulovskaya,          None
Assistant Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Mark D. Zavanelli,          None
Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Alex Zhou,                  None
Assistant Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Ronald Zibelli,             Formerly  Managing  Director  and Small Cap  Growth
Vice President              Team Leader at Merrill Lynch.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Arthur J. Zimmer,           Senior  Vice   President   of   HarbourView   Asset
Senior Vice President       Management Corporation.
--------------------------------------------------------------------------------

The Oppenheimer Funds include the following:

Centennial California Tax Exempt Trust
Centennial Government Trust
Centennial Money Market Trust
Centennial New York Tax Exempt Trust
Centennial Tax Exempt Trust
Limited Term New York Municipal Fund (a series of Rochester Portfolio Series)
OFI Tremont Core Strategies Hedge Fund
OFI Tremont Market Neutral Hedge Fund
Oppenheimer AMT-Free Municipals
Oppenheimer AMT-Free New York Municipals
Oppenheimer Balanced Fund
Oppenheimer California Municipal Fund
Oppenheimer Capital Appreciation Fund
Oppenheimer Capital Income Fund
Oppenheimer Cash Reserves
Oppenheimer Champion Income Fund
Oppenheimer Convertible Securities Fund (a series of Bond Fund Series)
Oppenheimer Core Bond Fund (a series of Oppenheimer Integrity Funds)
Oppenheimer Developing Markets Fund
Oppenheimer Discovery Fund
Oppenheimer Dividend Growth Fund
Oppenheimer Emerging Growth Fund
Oppenheimer Emerging Technologies Fund
Oppenheimer Enterprise Fund
Oppenheimer Equity Fund, Inc.
Oppenheimer Global Fund
Oppenheimer Global Opportunities Fund
Oppenheimer Gold & Special Minerals Fund
Oppenheimer Growth Fund
Oppenheimer International Bond Fund
Oppenheimer Institutional Money Market Fund
Oppenheimer International Diversified Fund
Oppenheimer International Growth Fund
Oppenheimer International Small Company Fund
Oppenheimer International Value Fund (a series of Oppenheimer International
Value Trust)
Oppenheimer Limited Term California Municipal Fund
Oppenheimer Limited-Term Government Fund
Oppenheimer Limited Term Municipal Fund (a series of Oppenheimer Municipal
Fund)
Oppenheimer Main Street Fund (a series of Oppenheimer Main Street Funds, Inc.)
Oppenheimer Main Street Opportunity Fund
Oppenheimer Main Street Small Cap Fund
Oppenheimer MidCap Fund
Oppenheimer Money Market Fund, Inc.
Oppenheimer Multi-State Municipal Trust (3 series):
     Oppenheimer New Jersey Municipal Fund
     Oppenheimer Pennsylvania Municipal Fund
     Oppenheimer Rochester National Municipals
Oppenheimer Portfolio Series (4 series)
     Active Allocation Fund
     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 Rochester Arizona Municipal Fund
Oppenheimer Rochester Maryland Municipal Fund
Oppenheimer Rochester Massachusetts Municipal Fund
Oppenheimer Rochester Michigan Municipal Fund
Oppenheimer Rochester Minnesota Municipal Fund
Oppenheimer Rochester North Carolina Municipal Fund
Oppenheimer Rochester Ohio Municipal Fund
Oppenheimer Rochester Virginia Municipal Fund
Oppenheimer Select Value Fund
Oppenheimer Senior Floating Rate Fund
Oppenheimer Series Fund, Inc. (1 series):
Oppenheimer Value Fund
Oppenheimer Strategic Income Fund
Oppenheimer Tremont Market Neutral Fund, LLC
Oppenheimer Tremont Opportunity Fund, LLC
Oppenheimer U.S. Government Trust
Oppenheimer Variable Account Funds (11 series):
     Oppenheimer Balanced Fund/VA
     Oppenheimer Capital Appreciation Fund/VA
     Oppenheimer Core Bond Fund/VA
     Oppenheimer Global Securities Fund/VA
     Oppenheimer High Income Fund/VA
     Oppenheimer Main Street Fund/VA
     Oppenheimer Main Street Small Cap Fund/VA
     Oppenheimer MidCap Fund/VA
     Oppenheimer Money Fund/VA
     Oppenheimer Strategic Bond Fund/VA
     Oppenheimer Value Fund/VA
Panorama Series Fund, Inc. (4 series):
     Government Securities Portfolio
     Growth Portfolio
     Oppenheimer International Growth Fund/VA
     Total Return Portfolio
Rochester Fund Municipals

The address of the Oppenheimer funds listed above, Shareholder Financial
Services, Inc., Shareholder Services, Inc., OppenheimerFunds Services,
Centennial Asset Management Corporation, 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 Acquisition Corp., OFI
Private Investments Inc., OFI Institutional Asset Management, Inc. and
Oppenheimer Trust Company is Two World Financial Center, 225 Liberty Street,
11th Floor, New York, New York 10281-1008.

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

The address of OppenheimerFunds International Ltd. is Bloc C, PlaceNameIrish
PlaceNameLife PlaceTypeCenter, addressStreetLower Abbey Street, CityDublin 1,
placecountry-regionIreland.

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

The address of OppenheimerFunds (Asia) Limited is Central Tower, 28 Queen's
Road, Suite 1601, Central, Hong Kong.

Item 27. Principal Underwriter

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

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

---------------------------------------------------------------------------------
Name & Principal                Position & Office         Position and Office
Business Address                with Underwriter          with Registrant
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Timothy Abbhul(1)               Vice President            None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Robert Agan(1)                  Vice President            None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Anthony Allocco(2)              Assistant Vice President  None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Janette Aprilante(2)            Secretary                 None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
James Barker                    Vice President            None
1723 W. Nelson Street
Chicago, IL 60657
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Christopher Barlow(2)           Vice President            None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Kathleen Beichert(1)            Senior Vice President     None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Rocco Benedetto(2)              Assistant Vice President  None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Robert J. Bishop(1)             Treasurer                 None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Tracey Blinzler(1)              Assistant Vice President  None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
David A. Borrelli               Vice President            None
105 Black Calla Ct.
San Ramon, CA 94583
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Jeffrey R. Botwinick            Vice President            None
4431 Twin Pines Drive
Manlius, NY 13104
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Sarah Bourgraf(1)               Vice President            None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Michelle Brennan(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
109 Wade Avenue, Apt. 365
Raleigh, NC 27605
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Angelanto Ciaglia(2)            Vice President            None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Melissa Clayton(2)              Assistant Vice President  None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Craig Colby(2)                  Vice President            None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Rodney Constable(1)             Vice President            None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Susan Cornwell(1)               Vice President            None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Neev Crane                      Vice President            None
1530 Beacon Street, Apt. #1403
Brookline, MA 02446
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Julian C. Curry                 Vice President            None
5801 Nicholson Lane, Suite 420
North Bethesda, MD 20852
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Jeffrey D. Damia                Vice President            None
21 Woodhill Road
Chatham, NY 12037
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Fredrick Davis                  Vice President            None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
John Davis(2)                   Vice President            None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Stephen J. Demetrovits(2)       Vice President            None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Steven Dombrower                Vice President            None
13 Greenbrush Court
Greenlawn, NY 11740
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
George P. Dougherty             Vice President            None
328 Regency Drive
North Wales, PA 19454
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Ryan C. Drier                   Vice President            None
2240 Breton Road SE
Grand Rapids, MI 49525
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Cliff H. Dunteman               Vice President            None
N 53 W 27761 Bantry Road
Sussex, WI 53089-45533
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Hillary Eigen(2)                Assistant Vice President  None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
John Eiler(2)                   Vice President            None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Kent M. Elwell                  Vice President            None
35 Crown Terrace
Yardley, PA 19067
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Gregg A. Everett                Vice President            None
4328 Auston Way
Palm Harbor, FL 34685-4017
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
George R. Fahey                 Senior Vice President     None
9511 Silent Hills Lane
Lone Tree, CO 80124
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
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                   Senior Vice President     None
104 Beach 221st Street
Breezy Point, NY 11697
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Ronald H. Fielding(3)           Vice President            None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Bradley Finkle(2)               Vice President            None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Eric P. Fishel                  Vice President            None
725 Boston Post Rd., #12
Sudbury, MA 01776
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Patrick W. Flynn                Senior Vice President     None
14083 East Fair Avenue
Englewood, CO 80111
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
John E. Forrest(2)              Senior Vice President     None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
John ("J") Fortuna(2)           Vice President            None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Jayme D. Fowler                 Vice President            None
3818 Cedar Springs Road,
#101-349
Dallas, TX 75219
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Richard Fuermann                Vice President            None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Lucio Giliberti                 Vice President            None
6 Cyndi Court
Flemington, NJ 08822
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Michael Gottesman               Vice President            None
255 Westchester Way
Birmingham, MI 48009
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Raquel Granahan(4)              Vice President            None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Ralph Grant                     Senior Vice President     None
10 Boathouse Close
Mt. Pleasant, SC 29464
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Kahle Greenfield(2)             Vice President            None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Eric Grossjung                  Vice President            None
4002 N. 194th Street
Elkhorn, NE 68022
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Michael D. Guman                Vice President            None
3913 Pleasant Avenue
Allentown, PA 18103
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
James E. Gunther                Vice President            None
603 Withers Circle
Wilmington, DE 19810
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
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
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Wendy G. Hetson(2)              Vice President            None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
William E. Hortz(2)             Vice President            None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Edward Hrybenko(2)              Vice President            None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Amy Huber(1)                    Assistant Vice President  None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Brian F. Husch                  Vice President            None
37 Hollow Road
Stonybrook, NY 11790
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Kathleen T. Ives(1)             Vice President &          Assistant Secretary
                                Assistant Secretary
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Shonda Rae Jaquez(2)            Assistant Vice President  None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Nivan Jaleeli                   Vice President            None
13622 E. Geronimo Rd.
Scottsdale, AZ 85259
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Eric K. Johnson                 Vice President            None
8588 Colonial Drive
Lone Tree, CO 80124
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Christina J. Keller(2)          Vice President            None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Michael Keogh(2)                Vice President            None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Lisa Klassen(1)                 Assistant Vice President  None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Richard Klein                   Senior Vice President     None
4820 Fremont Avenue South
Minneapolis, MN 55419
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Richard Knott(1)                Senior Vice President     None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Brent A. Krantz                 Senior Vice President     None
61500 Tam McArthur Loop
Bend, OR 97702
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Eric Kristenson(2)              Vice President            None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
David T. Kuzia                  Vice President            None
10258 S. Dowling Way
Highlands Ranch, CO 80126
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Tracey Lange(2)                 Vice President            None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Paul R. LeMire                  Assistant Vice President  None
7 Cormorant Drive
Middletown, NJ 07748
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Eric J. Liberman                Vice President            None
27 Tappan Ave., Unit West
Sleepy Hollow, NY 10591
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Malissa Lischin(2)              Assistant Vice President  None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Thomas Loncar                   Vice President            None
1401  North Taft  Street,  Apt.
726
Arlington, VA 22201
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Craig Lyman                     Vice President            None
7425 Eggshell Drive
N. Las Vegas, NV 89084
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Peter Maddox(2)                 Vice President            None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Michael Malik                   Vice President            None
546 Idylberry Road
San Rafael, CA 94903
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Steven C. Manns                 Vice President            None
1627 N. Hermitage Avenue
Chicago, IL 60622
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Todd A. Marion                  Vice President            None
24 Midland Avenue
Cold Spring Harbor, NY 11724
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
LuAnn Mascia(2)                 Vice President            None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Theresa-Marie Maynier           Vice President            None
2421 Charlotte Drive
Charlotte, NC 28203
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
John C. McDonough               Vice President            None
533 Valley Road
New Canaan, CT 06840
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Kent C. McGowan                 Vice President            None
9510 190th Place SW
Edmonds, WA 98020
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Brian F. Medina                 Vice President            None
3009 Irving Street
Denver, CO 80211
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Daniel Melehan                  Vice President            None
906 Bridgeport Court
San Marcos, CA 92069
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Mark Mezzanotte                 Vice President            None
16 Cullen Way
Exeter, NH 03833
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Matthew L. Michaelson           Vice President            None
1250 W. Grace, #3R
Chicago, IL 60613
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Noah Miller(1)                  Vice President            None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Clint Modler(1)                 Vice President            None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Robert Moser                    Vice President            None
9650 East Aspen Hill Circle
Lone Tree, CO 80124
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
David W. Mountford              Vice President            None
7820 Banyan Terrace
Tamarac, FL 33321
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Gzim Muja                       Vice President            None
269 S. Beverly Dr. #807
Beverly Hills, CA 90212
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
John V. Murphy(2)               Director                  President & Trustee
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Wendy Jean Murray               Vice President            None
32 Carolin Road
Upper Montclair, NJ 07043
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
John S. Napier                  Vice President            None
17 Hillcrest Ave.
Darien, CT 06820
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Christina Nasta(2)              Vice President            None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Kathleen Nelkin(2)              Vice President            None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Kevin P. Neznek(2)              Vice President            None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Bradford G. Norford             Vice President            None
5095 Lahinch Ct.
Westerville, OH 43082
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Alan Panzer                     Vice President            None
6755 Ridge Mill Lane
Atlanta, GA 30328
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Michael Park(2)                 Vice President            None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Brian C. Perkes                 Vice President            None
6 Lawton Ct.
Frisco, TX 75034
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Charles K. Pettit(2)            Vice President            None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Elaine M. Puleo-Carter(2)       Senior Vice President     None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Minnie Ra                       Vice President            None
100 Dolores Street, #203
Carmel, CA 93923
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Dusting Raring                  Vice President            None
27 Blakemore Drive
Ladera Ranch, CA 92797
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Michael A. Raso                 Vice President            None
3 Vine Place
Larchmont, NY 10538
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Richard E. Rath                 Vice President            None
46 Mt. Vernon Ave.
Alexandria, VA 22301
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
William J. Raynor(5)            Vice President            None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Ruxandra Risko(2)               Vice President            None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
David R. Robertson(2)           Senior Vice President     None
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Nicole Robbins(2)               Vice President            None
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Ian M. Roche                    Vice President            None
7070 Bramshill Circle
Bainbridge, OH 44023
---------------------------------------------------------------------------------
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Kenneth A. Rosenson             Vice President            None
24753 Vantage Pt. Terrace
Malibu, CA 90265
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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
---------------------------------------------------------------------------------
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Thomas Sabow                    Vice President            None
6617 Southcrest Drive
Edina, MN 55435
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
John Saunders                   Vice President            None
2251 Chantilly Ave.
Winter Park, FL 32789
---------------------------------------------------------------------------------
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Jill Schmitt(2)                 Vice President            None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Thomas Schmitt                  Vice President            None
40 Rockcrest Rd
Manhasset, NY 11030
---------------------------------------------------------------------------------
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William Schories                Vice President            None
3 Hill Street
Hazlet, NJ 07730
---------------------------------------------------------------------------------
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Charles F. Scully               Vice President            None
125 Cypress View Way
Apex, NC 27502
---------------------------------------------------------------------------------
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Jennifer Sexton(2)              Vice President            None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Eric Sharp                      Vice President            None
862 McNeill Circle
Woodland, CA 95695
---------------------------------------------------------------------------------
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William Sheluck(2)              Vice President            None
---------------------------------------------------------------------------------
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Debbie A. Simon                 Vice President            None
55 E. Erie St., #4404
Chicago, IL 60611
---------------------------------------------------------------------------------
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Bryant Smith(1)                 Vice President            None
---------------------------------------------------------------------------------
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Douglas Bruce Smith             Vice President            None
3635 NW Sierra Drive,
Camas, WA 98607
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Christopher M. Spencer          Vice President            None
2353 W 118th Terrace
Leawood, KS 66211
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John A. Spensley                Vice President            None
375 Mallard Court
Carmel, IN 46032
---------------------------------------------------------------------------------
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Alfred St. John(2)              Vice President            None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Bryan Stein                     Vice President            None
8 Longwood Rd.
Voorhees, NJ 08043
---------------------------------------------------------------------------------
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John Stoma(2)                   Senior Vice President     None
---------------------------------------------------------------------------------
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Wayne Strauss(3)                Assistant Vice President  None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Brian C. Summe                  Vice President            None
2479 Legends Way
Crestview Hills, KY 41017
---------------------------------------------------------------------------------
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Michael Sussman(2)              Vice President            None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
George T. Sweeney               Senior Vice President     None
5 Smokehouse Lane
Hummelstown, PA 17036
---------------------------------------------------------------------------------
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William K. Tai                  Vice President            None
12701 Prairie Drive
Urbandale, IA 50323
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
James Taylor(2)                 Assistant Vice President  None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Martin Telles(2)                Senior Vice President     None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Paul Temple(2)                  Vice President            None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
David G. Thomas                 Vice President            None
16628 Elk Run Court
Leesburg, VA 20176
---------------------------------------------------------------------------------
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Barrie L. Tiedemann             Vice President            None
1774 Sheridan Drive
Ann Arbor, MI 48104
---------------------------------------------------------------------------------
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Mark S. Vandehey(1)             Vice President and Chief  Vice President and
                                Compliance Officer        Chief Compliance
                                                          Officer
---------------------------------------------------------------------------------
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Vincent Vermete(2)              Assistant Vice President  None
---------------------------------------------------------------------------------
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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
---------------------------------------------------------------------------------
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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
---------------------------------------------------------------------------------
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Chris G. Werner                 Vice President            None
98 Crown Point Place
Castle Rock, CO 80108
---------------------------------------------------------------------------------
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Catherine White(2)              Assistant Vice President  None
---------------------------------------------------------------------------------
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Ryan Wilde(1)                   Vice President            None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Julie Wimer(2)                  Assistant Vice President  None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Donna Winn(2)                   Senior Vice President     None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Peter Winters                   Vice President            None
911 N. Organce Ave, Pat. 514
Orlando, FL 32801
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Patrick Wisneski(1)             Vice President            None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Philip Witkower(2)              Senior Vice President     None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Meredith Wolff(2)               Assistant Vice President  None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Cary Patrick Wozniak            Vice President            None
18808 Bravata Court
San Diego, CA 92128
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
John Charles Young              Vice President            None
3914 Southwestern
Houston, TX 77005
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Jill Zachman(2)                 Vice President            None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Robert G. Zack(2)               General Counsel &         Secretary
                                Director
---------------------------------------------------------------------------------
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Walter Zinych                   Vice President            None
630 North Franklin St., Apt.
718
Chicago, IL 60610
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Steven Zito(1)                  Vice President            None
---------------------------------------------------------------------------------

(1)6803 South Tucson Way, Centennial, CO 80112-3924
(2)Two World Financial  Center,  225 Liberty Street,  11th Floor, New York, NY
10281-1008
(3)350 Linden Oaks, Rochester, NY 14623
(4)555 Theodore Fremd Avenue, Rye, NY 10580
(5)Independence Wharf, 470 Atlantic Avenue, 11th Floor, Boston, MA 02210



(c)   Not applicable.


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 on Form N-1A to be signed on its behalf by the undersigned,  thereunto
duly authorized, in the City of New York and State of New York on the 3rd day of
November, 2006.

                              OPPENHEIMER TRANSITION 2020 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/ Clayton K. Yeutter*                                     Chairman of the
Clayton K.Yeutter             Board of Trustees             November 3, 2006


/s/ John V. Murphy*           President, Principal
John V. Murphy                Executive Officer and Trustee November 3, 2006


/s/ Brian W. Wixted*          Treasurer, Principal          November 3, 2006
Brian W. Wixted               Financial & Accounting Officer


/s/ Matthew P. Fink*          Trustee                       November 3, 2006
Matthew P.Fink


/s/ Robert G. Galli*          Trustee                       November 3, 2006
Robert G. Galli


/s/ Phillip A. Griffiths*     Trustee                       November 3, 2006
Phillip A. Griffiths


/s/ Mary F. Miller*           Trustee                       November 3, 2006
Mary F. Miller


/s/ Joel W. Motley*           Trustee                       November 3, 2006
Joel W. Motley


/s/ Kenneth A. Randall*       Trustee                       November 3, 2006
Kenneth A. Randall


/s/ Russell S. Reynolds, Jr.* Trustee                       November 3, 2006
Russell S. Reynolds, Jr.


/s/ Joseph M. Wikler*         Trustee                       November 3, 2006
Joseph M. Wikler


/s/ Peter I. Wold*            Trustee                       November 3, 2006
Peter I. Wold


/s/ Brian F. Wruble*          Trustee                       November 3, 2006
Brian F. Wruble


*By:  /s/ Mitchell J. Lindauer
      Mitchell J. Lindauer, Attorney-in-Fact