Registration No. ___-______

                                                   File No. 811-22230

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                    FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933                [ X ]

         Pre-Effective Amendment No. __                                [   ]

         Post-Effective Amendment No. __                               [   ]

                                     and/or

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

         Amendment No. __                                              [   ]

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                      OPPENHEIMER TARGET DISTRIBUTION FUND
-------------------------------------------------------------------------------------------------------------------
               (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
-------------------------------------------------------------------------------------------------------------------
                     (Name and Address of Agent for Service)


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




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

                              SUBJECT TO COMPLETION

PRELIMINARY PROSPECTUS dated _________, 2008

Oppenheimer
LifeCycle Funds

o        Oppenheimer Target Distribution Fund
o        Oppenheimer Target Distribution & Growth Fund


Prospectus dated August ___, 2008

     Oppenheimer Target  Distribution Fund and Oppenheimer Target Distribution &
Growth  Fund are  designed  to  provide  investors  with  regular  monthly  cash
payments.  The Target  Distribution Fund seeks to do so while preserving capital
over time.  The Target  Distribution  & Growth Fund seeks to do so while growing
principal and the level of cash distributions over time.

     This prospectus contains important  information about the Funds' investment
objectives,   policies,   strategies  and  risks.  It  also  contains  important
information about the Funds' target distribution policies and 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
                  The Funds' Target Distribution Policies
                  About the Funds' Investments
                  How the Funds are Managed


                  ABOUT YOUR ACCOUNT

                  How to Buy Shares
                  Class A 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
                  Distributions, 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?  The Target  Distribution  Fund
seeks investment income. The Target  Distribution & Growth Fund seeks income and
capital appreciation.

THE FUNDS' MAIN INVESTMENT STRATEGIES. Each Fund is designed to provide
investors with regular monthly cash payments. The Target Distribution Fund seeks
to do so while preserving capital over time. The Target Distribution & Growth
Fund seeks to do so while growing principal and the level of cash distributions
over time. The Funds are a special type of mutual fund known as a "fund of
funds" because they invest in other mutual funds. Under normal market
conditions, the Manager will invest each Fund's assets primarily in a
diversified portfolio of Oppenheimer mutual funds, 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 invest in a combination of Underlying Funds representing various
asset classes and sectors that will change over time.

To provide shareholders with regular monthly payments, each Fund has adopted a
policy of making cash distributions on or about the 15th day of each month. Each
monthly cash distribution in a given calendar year will equal a targeted amount
per share calculated in December of the previous calendar year. The targeted
amount per share will be based on an annual rate of 6% for the Target
Distribution Fund and 4% for the Target Distribution and Growth Fund of the
average daily net asset value of Class A shares of the Fund over a rolling
five-year period ending November 30 of the previous calendar year. The monthly
cash distributions paid to Class C, Class N and Class Y shareholders will be
based on the average daily net asset value of Class A shares over a rolling
five-year period but will be adjusted to reflect the expenses of Class C, Class
N or Class Y, as applicable. Neither Fund will begin making monthly
distributions until the Fund has been in operation for a full calendar month.
During the Funds' first five years of operation, the monthly distributions will
be based on adjusted formulas as described below in the section "The Funds'
Target Distribution Policies."

Please see "The Funds' Target Distribution Policies" and "Distributions and
Taxes" for more information about the calculation and timing of the Fund's
distributions to shareholders.

HOW DOES THE MANAGER DECIDE WHAT SECURITIES TO BUY OR SELL? The Manager will
allocate a Fund's investments among the Underlying Funds using an asset
allocation strategy that the Manager believes will enable a Fund to make its
monthly cash distribution payments, while seeking the growth of principal and a
growing level of cash distributions (Target Distribution & Growth Fund) or
capital preservation (Target Distribution Fund).

Each Fund's asset allocation strategy is based on the historical risk-return
profile of the asset classes represented by the Underlying Funds, as well as
the historical income generation properties of the Underlying Funds. The Manager
uses statistical models that determine the optimal mix of asset classes that has
produced returns in the past sufficient to meet a Fund's target distribution
rate while minimizing volatility. These models are designed to create a
consistent pattern of returns to enable a Fund to make its target monthly
distributions during all phases of economic, market, and business cycles. The
Manager uses a variety of quantitative inputs in applying these models,
including: the Fund's target distribution rate; the past performance of the Fund
and the assets classes represented by the Underlying Funds; any expected excess
or shortfall in monthly cash distributions; cash available for investment; and
the changing correlations between or among one or more of the Underlying Funds
or asset classes represented by the Underlying Funds.

The table below shows the Underlying Funds in which each Fund intends to invest.
The Manager may add or remove an Underlying Fund from this list at any time.


          Asset Class           Underlying Fund
          --------------------- --------------------------------------------------------------
          Equity                Oppenheimer Capital Appreciation Fund
          Equity                Oppenheimer Developing Markets Fund
          Equity                Oppenheimer Equity Fund, Inc.
          Equity                Oppenheimer Global Fund
          Equity                Oppenheimer International Growth Fund
          Equity                Oppenheimer Main Street Small Cap Fund(R)
          Equity                Oppenheimer Quest International Value Fund, Inc.
          Equity                Oppenheimer Value Fund
          Fixed-Income          Oppenheimer Champion Income Fund
          Fixed-income          Oppenheimer Core Bond Fund
          Fixed-income          Oppenheimer International Bond Fund
          Fixed-income          Oppenheimer Limited-Term Government Fund
          Fixed-income          Oppenheimer U.S. Government Trust
          Money Market          Oppenheimer Institutional Money Market Fund
          Other                 Oppenheimer Absolute Return Fund
          Other                 Oppenheimer Commodity Strategy Total Return Fund
          Other                 Oppenheimer Master Loan Fund, LLC
          Other                 Oppenheimer Real Estate Fund

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

The Manager periodically rebalances a Fund's allocations among the Underlying
Funds, and may do so as frequently as monthly. A Fund's asset allocation
strategy does not call for a targeted level or range of investment in a
particular Fund or asset class, and therefore a Fund's allocation to a
particular Underlying Fund may vary, sometimes significantly, over time. The
Manager may change a Fund's allocation to one or more Underlying Funds without
prior approval from or notice to shareholders. In addition, the Funds may invest
in other Oppenheimer equity and fixed-income funds and in Oppenheimer money
market funds that are not listed above.

In addition to periodic rebalancing, the Manager has discretion in making
adjustments to a Fund's asset allocation strategy if the Manager believes such
adjustments are necessary to meet the Fund's objectives. Such adjustments may be
due (but not limited to) a change in the Manager's forecast of market or
economic conditions, a change in the Manager's views about the potential returns
of one or more asset classes, or the addition or subtraction of a new asset
class.

Subject to a Fund's asset allocation strategy, Underlying Funds and other
portfolio investments 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 in
to more promising opportunities. The Manager will allocate each Fund's assets
among the Underlying Funds and other investments to assure broad diversification
within the guidelines of each Fund's investment objective. This diversification
will be achieved by selecting Underlying Funds with different investment
guidelines and styles. The Manager will look to diversify both domestically and
internationally, among different investment styles and market capitalizations.

Each Fund will present its allocation among the Underlying Funds and other
investments in its shareholder reports and as described in the section "About
the Funds' Investments-Portfolio Holdings" below.

WHO ARE THE FUNDS DESIGNED FOR? The Funds are designed primarily for investors
who are retired and are looking for a professionally managed investment program
that may provide regular cash payments to help them meet retirement expenses.
The Target Distribution & Growth Fund is designed for investors who seek capital
growth and a growing level of cash distributions over time. The Target
Distribution Fund is designed for investors who seek capital preservation and a
level of cash distributions that will initially be higher than that of the
Target Distribution & Growth Fund. Although the Target Distribution & Growth
Fund seeks to offer the potential for growth of principal, the Fund is not
designed for investors that seek significant growth of capital that other equity
mutual funds may seek to provide.

Investors through retirement plan accounts (such as an IRA) should carefully
consider their personal tax situation before investing in the Funds. For
example, investors under the age of 591/2 who would hold shares through a
retirement account should consult their tax advisers about tax consequences that
could result if the investor received distributions prior to age 591/2.
Investors should also consider whether a Fund's target distributions would meet
the Internal Revenue Service requirements for retirement account required
minimum distributions once they reach age 701/2. If the Fund's target
distributions would not satisfy the required minimum distributions, investors
might also consider whether they have other retirement account assets that could
be used to satisfy those requirements. If an investor redeemed shares of the
Fund to meet his or her required minimum distribution, their aggregate target
distributions over the life of the Fund would be smaller for that investor.

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

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

RISKS OF TARGET DISTRIBUTION  POLICY. To enable a Fund to make its targeted
monthly distributions, the Fund may be required to sell portfolio investments at
a time and under  circumstances  that the Fund would not  otherwise  do so. Each
Fund's  targeted  monthly  distributions  will be made from fund assets and will
reduce the amount of assets  available for  investment by the Fund. At times,  a
Fund  may  suffer   substantial   investment  losses  while  experiencing  asset
reductions as a result of its monthly distributions to shareholders.

Even if a Fund's capital grows over short, intermediate, or long periods of
time, it is possible that such growth will be insufficient to enable the Fund to
maintain the amount of its targeted monthly distributions without returning
capital to shareholders. Although each Fund's target distribution policy is
based a rolling five-year average of net asset value to help smooth
distributions over time, the dollar amount of a Fund's targeted monthly
distributions could vary substantially from year to year depending on the Fund's
performance. It is also possible for your distributions from a Fund to go down
substantially from one year to the next and over time depending on the timing of
your investments in the Fund. Any redemptions you make will reduce the amount of
future cash distributions you will receive from a Fund.

The amount of a Fund's monthly distributions in a given calendar year may be
changed or monthly distributions may be temporarily discontinued by the Fund's
Board of Trustees at any time during the year if the Board determines that such
action is in the best interests of the Fund and its shareholders.

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

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

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

HOW RISKY ARE THE FUNDS OVERALL? The risks described above collectively form the
overall risk profile of the Funds. However, the allocation strategies that the
Manager employs for the Funds are designed to allow risks to be offset by one
another. For example the downward movement in one security or asset class may be
offset by the upward movement in another. So while the Underlying Funds have
certain risk characteristics, the Manager's strategy of allocating Fund assets
to different Underlying Funds may allow those risks to be offset. 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

Prior performance information for a full calendar year is not yet available for
either Fund. To obtain available performance information for a Fund, you can
contact the Fund's transfer agent, OppenheimerFunds Services ("Transfer Agent")
at the toll-free telephone number on the back cover of this prospectus or visit
the OppenheimerFunds website at www.oppenheimerfunds.com. Please remember that
each Fund is intended to be a long-term investment, and that performance results
are historical, and that past performance (particularly over a short-term
period) is not predictive of future results.

Fees and Expenses of the Funds

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

Shareholder Fees (charges paid directly from your investment):
-------------------------------------- ---------------- ----------------- ---------------- ----------------
                                       Class A Shares    Class C Shares   Class N Shares   Class Y Shares
-------------------------------------- ---------------- ----------------- ---------------- ----------------
-------------------------------------- ---------------- ----------------- ---------------- ----------------
Maximum Sales Charge (Load) on              4.75%             None             None             None
purchases (as % of offering price)
-------------------------------------- ---------------- ----------------- ---------------- ----------------
-------------------------------------- ---------------- ----------------- ---------------- ----------------
Maximum Deferred Sales Charge (Load)
(as % of the lower of the original
offering price or redemption               None(1)           1%(2)             1%(3)            None
proceeds)
-------------------------------------- ---------------- ----------------- ---------------- ----------------


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

Target Distribution Fund                               Class A       Class C        Class N       Class Y
------------------------
                                                       Shares         Shares        Shares        Shares
--------------------------------------------------- -------------- ------------- -------------- ------------
--------------------------------------------------- -------------- ------------- -------------- ------------
Management Fees
--------------------------------------------------- -------------- ------------- -------------- ------------
--------------------------------------------------- -------------- ------------- -------------- ------------
Distribution and/or Service (12b-1) Fees
--------------------------------------------------- -------------- ------------- -------------- ------------
--------------------------------------------------- -------------- ------------- -------------- ------------
Other Expenses(4)
--------------------------------------------------- -------------- ------------- -------------- ------------
--------------------------------------------------- -------------- ------------- -------------- ------------
Acquired Fund Fees and Expenses(5)
--------------------------------------------------- -------------- ------------- -------------- ------------
--------------------------------------------------- -------------- ------------- -------------- ------------
Total Annual Operating Expenses(6)

Target Distribution & Growth Fund                      Class A       Class C        Class N       Class Y
---------------------------------
                                                       Shares         Shares        Shares        Shares
--------------------------------------------------- -------------- ------------- -------------- ------------
--------------------------------------------------- -------------- ------------- -------------- ------------
Management Fees
--------------------------------------------------- -------------- ------------- -------------- ------------
--------------------------------------------------- -------------- ------------- -------------- ------------
Distribution and/or Service (12b-1) Fees
--------------------------------------------------- -------------- ------------- -------------- ------------
--------------------------------------------------- -------------- ------------- -------------- ------------
Other Expenses(4)
--------------------------------------------------- -------------- ------------- -------------- ------------
--------------------------------------------------- -------------- ------------- -------------- ------------
Acquired Fund Fees and Expenses(5)
--------------------------------------------------- -------------- ------------- -------------- ------------
--------------------------------------------------- -------------- ------------- -------------- ------------
Total Annual Operating Expenses(6)


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

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

If shares are redeemed:


Target Distribution Fund                1 Year       3 Years
------------------------
------------------------------------ ------------- ------------
------------------------------------ ------------- ------------
Class A Shares
------------------------------------ ------------- ------------
------------------------------------ ------------- ------------
Class C Shares
------------------------------------ ------------- ------------
------------------------------------ ------------- ------------
Class N Shares
------------------------------------ ------------- ------------
------------------------------------ ------------- ------------
Class Y shares


Target Distribution & Growth Fund       1 Year       3 Years
---------------------------------
------------------------------------ ------------- ------------
------------------------------------ ------------- ------------
Class A Shares
------------------------------------ ------------- ------------
------------------------------------ ------------- ------------
Class C Shares
------------------------------------ ------------- ------------
------------------------------------ ------------- ------------
Class N Shares
------------------------------------ ------------- ------------
------------------------------------ ------------- ------------
Class Y Shares

If shares are not redeemed:


Target Distribution Fund                1 Year       3 Years
------------------------
------------------------------------ ------------- ------------
------------------------------------ ------------- ------------
Class A Shares
------------------------------------ ------------- ------------
------------------------------------ ------------- ------------
Class C Shares
------------------------------------ ------------- ------------
------------------------------------ ------------- ------------
Class N Shares
------------------------------------ ------------- ------------
------------------------------------ ------------- ------------
Class Y shares


Target Distribution & Growth Fund       1 Year       3 Years
---------------------------------
------------------------------------ ------------- ------------
------------------------------------ ------------- ------------
Class A Shares
------------------------------------ ------------- ------------
------------------------------------ ------------- ------------
Class C Shares
------------------------------------ ------------- ------------
------------------------------------ ------------- ------------
Class N Shares
------------------------------------ ------------- ------------
------------------------------------ ------------- ------------
Class Y Shares

In the first group of examples, expenses include the Class A initial sales
charge for Class A and the applicable Class C or Class N contingent deferred
sales charges. In the second group of examples, Class A expenses include the
initial sales charge, but 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 shares redeemed within 12 months of purchase.
3    Applies to shares redeemed within 18 months of a retirement plan's first
     purchase of Class N shares of any Oppenheimer fund.
4.   "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.
5.   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.
6.   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 % for Class A, % for Class C,% for Class N and %
     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.

The Funds' Target Distribution Policies

Each Fund has adopted a distribution policy pursuant to which the Fund intends
to make monthly cash distributions on or about the 15th day of the month. A Fund
may make an additional distribution at the end of December and other
distributions to satisfy applicable legal requirements. These additional
distributions will be automatically reinvested in shares of the Fund. Any shares
of a Fund purchased through such automatic reinvestment may be redeemed under
the same terms and conditions that apply to redemption of all other shares of
the Fund.

Each  monthly  cash  distribution  in a given  calendar  year will  equal a
targeted amount per share determined in December of the previous  calendar year.
For the Target Distribution Fund, the targeted amount per share will be based on
an annual rate of 6% of the  average  daily net asset value of Class A shares of
the Fund over a rolling  five-year  period  ending  November 30 of the  previous
calendar  year. For the Target  Distribution & Growth Fund, the targeted  amount
per share will be based on an annual rate of 4% of the  average  daily net asset
value of Class A shares  of the Fund  over a  rolling  five-year  period  ending
November 30 of the previous calendar year. The monthly cash  distributions  paid
to Class C, Class N and Class Y shareholders  will be based on the average daily
net asset  value of Class A shares over a rolling  five-year  period but will be
adjusted  to  reflect  class  level  expenses.  The  amount  of a  monthly  cash
distribution  to  shareholders  of a  particular  class of shares  will equal an
amount  per share  times the  number of shares of that  class of they own on the
record date, calculated as follows:

Target Distribution & Growth Fund
                                                       Average daily net asset value of              Number of shares
Monthly Distribution                  4%                 class A shares of shares over              of that class held
                                                         5-year period (as adjusted to        x       by shareholder
                        =                          x        reflect class expenses)
                              -------------------
                              -------------------
                                      12


Target Distribution Fund

                                                         Average daily net asset value of              Number of shares of
Monthly Distribution                 6%               class A shares over 5-year period (as             that class held by
                                                       adjusted to reflect class expenses)       x         shareholder
                        =                        x
                              ------------------ ---- --------------------------------------- -------- ---------------------
                              ------------------ ---- --------------------------------------- -------- ---------------------
                                     12

Because Class A shares will typically have a lower expense ratio, and thus will
typically have a higher net asset value per share, than Class C and Class N
shares, it is expected that the monthly cash distribution amount per Class A
share will be larger than that paid with respect to Class C and Class N shares.
Because Class Y shares typically have the lowest expense ratio among a Fund's
classes of shares, it is expected that the monthly cash distribution paid with
respect to Y shares will be greater than the amount paid with respect to Class
A, Class C and Class N shares of the Fund.

A Fund's target distribution policy will not result in distributions that equal
a fixed percentage of the Fund's current net asset values per share or a fixed
percentage of a shareholder's current account value. Instead, shareholders of a
particular class of shares are expected to receive a monthly distribution in an
amount that is based on the fixed monthly distribution per share times the
number of shares of that class they own on the record date.
The formulas shown above will be adjusted until a Fund has established five
years of history. In the first calendar year of a Fund, monthly cash
distribution with respect to a particular class of shares will be based on the
initial NAV of that class. In the second calendar year, monthly cash
distributions will be based on the average daily net asset value of the class
for the year ending on November 30 of the previous year. In the third calendar
year, monthly cash distributions will be based on the average daily net asset
value of the class for the rolling two-year period ending on November 30 of the
previous year. In the fourth calendar year, monthly cash distributions will be
based on the average daily net asset value of the class for the rolling
three-year period ending on November 30 of the previous year. In the fifth year
of the Fund, monthly cash distributions will be based on the average daily net
asset value of the class for the rolling four-year period ending on November 30
of the previous year.

Each Fund expects to distribute to its shareholders substantially all of its net
investment income (that is, taxable interest, dividends, and other taxable
ordinary income, net of expenses) and capital gain net income (that is, the
excess of net long-term capital gains over net short-term capital losses).
Because each Fund expects to make targeted monthly cash distributions in the
manner described above, a Fund may not have sufficient income from dividends,
interest and distributable capital gains to pay the targeted distribution rate.
Therefore, the Fund's policy of paying monthly cash distributions may result in
a return of capital to shareholders (i.e., shareholders may receive a portion of
their investment back in the form of distributions).

Neither Fund will begin making monthly distributions until the Fund has been in
operation for a full calendar month. The amount of a Fund's monthly
distributions in a given calendar year may be changed or monthly distributions
may be temporarily discontinued by the Fund's Board of Trustees at any time
during the year if the Board determines that such action is in the best
interests of the Fund and its shareholders. Shareholders will receive at least
60 days' advance notice of any such change.

For information about certain tax implications of the Funds' distribution
policies, please see "Distributions, Capital Gains, and Taxes."

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 Absolute Return Fund, Oppenheimer Capital Appreciation Fund,
Oppenheimer Champion Income Fund, Oppenheimer Commodity Strategy Total Return
Fund, Oppenheimer Core Bond Fund, Oppenheimer Developing Markets Fund,
Oppenheimer Equity Fund, Inc., Oppenheimer Global Fund, Oppenheimer
Institutional Money Market Fund, Oppenheimer International Bond Fund,
Oppenheimer International Growth Fund, Oppenheimer Limited-Term Government Fund,
Oppenheimer Main Street Small Cap Fund, Oppenheimer Master Loan Fund, LLC,
Oppenheimer Quest International Value Fund, Inc., Oppenheimer Real Estate Fund,
Oppenheimer U.S. Government Trust, and Oppenheimer Value Fund. These Underlying
Funds were chosen based on the Manager's determination that they could provide
the diversification needed to implement the allocation strategies of the Funds.
The choice of Underlying Funds, the objectives and policies of the Underlying
Funds and the Funds' allocations to the Underlying Funds may change from time to
time without approval by the Funds' shareholders.

STOCK AND OTHER EQUITY INVESTMENTS. Some of the Underlying Funds may invest
primarily in common stocks or other types of equity securities, including
preferred stocks, rights and warrants, and securities convertible into common
stock. The issuers may be small, medium or large capitalization companies, as
defined in the particular Underlying Fund's prospectus. Not all Underlying Funds
define small- and mid-cap issuers in the same way. Some of the Underlying Funds
may buy securities issued by foreign companies and some may emphasize
investments in "growth" securities or "value" securities.
o        Common Stock. Common stock represents an ownership interest in the
         issuer and fluctuates in price in response to conditions affecting the
         issuer or changes in equity markets in general. An Underlying Fund may
         invest in common stock to seek capital appreciation, dividend income or
         both. Common stock is generally subordinate to the other securities of
         an issuer.
o        Preferred Stock. Preferred stocks are a form of equity security that
         typically have a fixed dividend that may cause their prices to behave
         more like those of debt securities. Preferred stock dividends may be
         cumulative (they remain a liability of the company until they are paid)
         or non-cumulative. If prevailing interest rates rise, the fixed
         dividend on preferred stock may be less attractive, causing the price
         of preferred stocks to decline. The right to payment of dividends on
         preferred stock is generally subordinate to the rights of a
         corporation's debt securities.
o        Convertible Securities. Some of the Underlying Funds may also buy
         interest bearing securities that are convertible into common stock.
         While many convertible securities are debt securities, the Underlying
         Funds consider some of them to be "equity equivalents" because of their
         features allowing them to be converted into common stock. Convertible
         securities may be subject to the risks of the common stock of the
         issuer as well as to credit risk and interest rate risk. The credit
         rating of an "equity equivalent" convertible security generally has
         less impact on the Underlying Fund's investment decisions than in the
         case of other debt securities.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Risks of Technology Stocks. Certain Underlying Funds may invest in technology
stocks. The types of companies the portfolio managers of those Underlying Funds
consider to be technology companies can be expected to change over time as
developments in technology occur. To the extent an Underlying Fund is invested
in stocks of technology companies, the value of the Underlying Fund's shares is
particularly vulnerable to risks, including market and economic events, which
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, and each Fund may invest directly in Treasury
Inflation-Protected Securities. 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 occurred.

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

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

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

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

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

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

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

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

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

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

     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 interest 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.

Treasury Inflation-Protected Securities (TIPS). Each Fund may invest directly in
TIPS. TIPS are fixed-income securities issued by the U.S. Treasury for which
interest and principal payments are adjusted for inflation. The inflation
adjustment, which is typically applied to the principal of the security on a
monthly basis, follows a designated inflation index, such as the consumer price
index. A fixed coupon rate is applied to the inflation-adjusted principal so
that as inflation rises, both the principal value and the interest payments
increase. Because of this inflation adjustment feature, inflation-protected
bonds typically have lower yields than conventional fixed-income securities.
While TIPS may provide investors with a hedge against inflation, in the event of
deflation, in which prices decline over time, the principal and income of
inflation-protected bonds would likely decline in price, resulting in losses to
the Fund.

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 mortgage related securities are also very sensitive to changes in
prepayments of the underlying mortgages. The market for zero-coupon and stripped
securities may be limited, making it difficult for the Fund to sell its holdings
at an acceptable price.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Investments By "Funds of Funds." Class Y shares of certain Underlying Funds may
also be offered as an investment to other Oppenheimer funds that act as "funds
of funds." The Boards of Directors or Trustees of those Underlying Funds have
approved making each Underlying Fund's shares available as an investment to the
Funds and to such other funds of funds, which may invest significant portions of
their assets in shares of the Underlying Funds, as described in their respective
prospectuses. The Funds and other funds of funds, individually and/or
collectively, may own significant amounts of those Underlying Fund's shares from
time to time. Funds of funds typically use asset allocation strategies under
which they may increase or reduce the amount of their investment in the
Underlying Fund frequently, which may occur on a daily basis in 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. For a further discussion of the possible effects of frequent
trading in the Fund's shares, please refer to the section titled "Are There
Limitations on Frequent Purchases, Redemptions and Exchanges?" in this
prospectus.

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

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

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

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

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

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

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

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

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

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

How the Funds are Managed

THE MANAGER. The Manager chooses the Fund's investments and handles its
day-to-day business. The Manager carries out its duties, subject to the policies
established by the Trust's Board of Trustees, under an investment advisory
agreement that states the Manager's responsibilities with respect to the Fund.
The advisory agreement also describes the expenses that the 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 $225
billion in assets as of June 30, 2008, 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 0.60%.

         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 for each Fund:

        Class A             Class C            Class N            Class Y
--------------------- ------------------ ------------------ ------------------
--------------------- ------------------ ------------------ ------------------
         1.10%               1.85%              1.35%              0.85%


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

         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
Semi-Annual Report to the shareholders for the period ending April 30, 2009.

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

         Dr. Schadt has been a Vice President of the Funds and a member of the
Manager's Asset Allocation Committee since each Fund's inception. He has been a
Vice President, Director of Equity Analytics and Risk in Product Design and Risk
Management of the Manager since February 2002. Dr. Schadt is also a portfolio
manager and an officer of other portfolios in the OppenheimerFunds complex.

         Dr. Webman has been a Vice President of the Funds and a member of the
Manager's Asset Allocation Committee since each Fund's inception. He has been
Chief Economist of the Manager since 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 Investment Officer and
Director of the Manager's Fixed Income Investments since 1997 and 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 President of the Manager since March 2007 and
Chief Investment Officer and Director of the Manager since April 2003. He was an
Executive Vice President of the Manager from April 2003 to March 2007 and joined
the Manager as a Senior Investment Officer and Director of Domestic Equities in
April 2000. He has been a 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). Mr. Wolfgruber is also a
portfolio manager and officer of other portfolios in the OppenheimerFunds
complex.

         Mr. Leavy has been a Vice President of the Funds and a member of the
Manager's Asset Allocation Committee since November 2007. Mr. Leavy has been
Director of Equities since January 2007. He has been a Senior Vice President of
the Manager since September 2000. He was Head of the Value Equity Investment
Team of the Manager until February 2007. Mr. Leavy is a portfolio manager and an
officer of other portfolios in the OppenheimerFunds complex.

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

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


ABOUT YOUR ACCOUNT

How to Buy Shares

You can buy shares several ways, as described below. The Funds' Distributor,
OppenheimerFunds Distributor, Inc., may appoint servicing agents to accept
purchase (and redemption) orders. The Distributor, in its sole discretion, may
reject any purchase order for a Fund's shares. The Fund currently offers only
Class A, Class C, Class N and Class Y shares for sale.

Buying Shares Through Your Dealer. You can buy shares through any dealer,
         broker or financial institution that has a selling agreement with the
         Distributor. Your dealer will place your order with the Distributor on
         your behalf. A broker or dealer may charge a processing fee for that
         service. Your account information will be shared with the dealer you
         designate as the dealer of record for the account.
Buying Shares Through the Distributor. Complete an OppenheimerFunds new
         account application and return it with a check payable to
         "OppenheimerFunds Distributor, Inc." Mail it to P.O. Box 5270, Denver,
         Colorado 80217. If you do not list a dealer on the application, Class A
         shares are your only purchase option. The Distributor will act as your
         agent in buying Class A shares. However, we recommend that you discuss
         your investment with a financial adviser before you make a purchase to
         be sure that the Fund is appropriate for you. 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 a
         current investor no longer has another broker-dealer of record for an
         existing 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 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 Asset Builder Plans. You may purchase shares of
         the Fund automatically from your account at a bank or other financial
         institution under an Asset Builder Plan with AccountLink. Details are
         in the Asset Builder application and the Statement of Additional
         Information.

WHAT IS THE MINIMUM AMOUNT YOU MUST INVEST? In most cases, you can buy shares of
the Funds with a minimum initial investment of $25,000 and make additional
investments at any time with as little as $50. There are reduced minimums
available under the following special investment plans:
o        The minimum investment requirement does not apply to reinvesting
         dividends from the Fund or other Oppenheimer funds (a list of them
         appears in the Statement of Additional Information, or you can ask your
         dealer or call the Transfer Agent), or reinvesting distributions from
         unit investment trusts that have made arrangements with the
         Distributor.
o        The minimum purchase amounts listed do not apply to omnibus accounts.

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

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

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

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

The Offering Price. To receive the offering price for a particular day, the
         Distributor or its designated agent must receive your order, in proper
         form as described in this prospectus, by the time the NYSE closes that
         day. If your order is received on a day when the NYSE is closed or
         after it has closed, the order will receive the next offering price
         that is determined after your order is received.
Buying Through a Dealer. If you buy shares through an authorized dealer, your
         dealer must receive the order by the close of the NYSE for you to
         receive that day's offering price. If your order is received on a day
         when the NYSE is closed or after it is closed, the order will receive
         the next offering price that is determined.

-------------------------------------------------------------------------------------------------------------------
WHAT CLASSES OF SHARES DO THE FUNDS OFFER? The Funds offer investors four
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. The Fund currently offers only
Class A, Class C, Class N and Class Y shares for sale.
-------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------
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 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 and to
         present or former officers, directors, trustees and employees (and
         their eligible family members) of the Fund, the Manager, its
         affiliates, its parent company and the subsidiaries of its parent
         company, and retirement plans established for the benefit of such
         individuals.

WHICH CLASS OF SHARES SHOULD YOU CHOOSE? Once you decide which 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 C or Class N. For retirement
         plans that qualify to purchase Class N shares, Class N shares will
         generally be more advantageous than Class C shares

     o   Investing for the Shorter Term. While the Fund is meant to be a
         long-term investment, if you have a relatively short-term investment
         horizon, Class C shares might be the appropriate choice (especially for
         investments of less than $100,000), because there is no initial sales
         charge on Class C shares, and the contingent deferred sales charge does
         not apply to amounts you sell after holding them one year.

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

         If you invest $1 million or more, in most cases Class A shares will be
         the most advantageous choice, no matter how long you intend to hold
         your shares. The Distributor normally will not accept purchase orders
         of more than $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.


Are There Differences in Account Features That Matter to You? Some account
         features may not be available Class C and Class N shareholders. Other
         features may not be advisable (because of the effect of the contingent
         deferred sales charge) for 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, as discussed in more detail in "The Funds' Targeted
         Distribution Policies", the dividends payable to 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 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 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 the 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 $50,000                             4.75%                    4.98%                     4.00%
  ------------------------------------ ------------------------ ------------------------- -------------------------
  ------------------------------------ ------------------------ ------------------------- -------------------------
  $50,000 or more but less than                 4.50%                    4.71%                     3.75%
  $100,000
  ------------------------------------ ------------------------ ------------------------- -------------------------
  ------------------------------------ ------------------------ ------------------------- -------------------------
  $100,000 or more but less than                3.50%                    3.63%                     2.75%
  $250,000
  ------------------------------------ ------------------------ ------------------------- -------------------------
  ------------------------------------ ------------------------ ------------------------- -------------------------
  $250,000 or more but less than                2.50%                    2.56%                     2.00%
  $500,000
  ------------------------------------ ------------------------ ------------------------- -------------------------
  ------------------------------------ ------------------------ ------------------------- -------------------------
  $500,000 or more but less than $1             2.00%                    2.04%                     1.60%
  million
  ------------------------------------ ------------------------ ------------------------- -------------------------
     Due to rounding, the actual sales charge for a particular transaction may
     be higher or lower than the rates listed above.

SPECIAL SALES CHARGE ARRANGEMENTS AND WAIVERS. Appendix [B / 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
or your financial intermediary when purchasing shares or the Transfer Agent or
your financial intermediary 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 Fund
reserves the right to modify or to cease offering these programs at any time.

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 shares you or your spouse  currently own
or  purchases  you are  currently  making  to the  value  of your  Class A share
purchase. You may count Class A and Class C shares of the Fund; Class A, Class B
and Class C shares of other  Oppenheimer  funds;  and Class A, Class B, Class C,
Class G and Class H units in  advisor  sold  Section  529  plans,  for which the
Manager or the Distributor serves as the Program Manager or Program Distributor.
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, 403(b) plans and advisor sold Section 529 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 and
Single K Plans for the benefit of a sole proprietor).

         If you are buying shares directly from the Funds, you must inform the
         Distributor of your eligibility and holdings at the time of your
         purchase in order to qualify for the Right of Accumulation. If you are
         buying shares through your financial intermediary you must notify your
         intermediary of your eligibility for the Right of Accumulation at the
         time of your purchase. You must notify the Distributor or your
         financial intermediary of any qualifying 529 plan holdings.

         To count eligible shares held in accounts at other firms, you may be
         requested to provide the Distributor or your financial intermediary
         with a copy of all account statements showing current holdings of a
         Fund, other eligible Oppenheimer funds or qualifying 529 plans, as
         described above. To determine which Class A sales charge rate you
         qualify for on your current purchase, the Distributor or financial
         intermediary through which you are buying shares will calculate the
         value of your eligible shares based on the current offering price.

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, or
Class  C  shares  of a Fund;  Class  A,  Class B or  Class  C  shares  of  other
Oppenheimer  funds;  or Class  A,  Class B,  Class C,  Class G and  Class H unit
purchases  in  advisor-sold   Section  529  plans,  for  which  the  Manager  or
Distributor serves as the Program Manager or Program Distributor over a 13-month
period.  Purchases  of  Class N  shares  or Class Y  shares,  purchases  made by
reinvestment of dividends or capital gains  distributions,  purchases of Class A
shares under the  "reinvestment  privilege"  described  below,  and purchases of
Class A shares of  Oppenheimer  Money  Market  Fund,  Inc. or  Oppenheimer  Cash
Reserves  on which a sales  charge  has not been  paid,  will not be  counted as
"qualified  purchases" for satisfying the terms of a Letter of Intent.  You must
notify the Distributor or your financial intermediary of any qualifying 529 plan
holdings.

         The total amount of your intended purchases will determine the reduced
         sales charge rate that will apply to your Class A share purchases of
         the Funds during the 13-month period. If you do not complete the
         purchases outlined in the Letter of Intent, the front-end sales charge
         you paid on your purchases will be recalculated to reflect the actual
         value of shares you purchased. A certain portion of your shares will be
         held in escrow by the Funds' Transfer Agent for this purpose. Please
         refer to "How to Buy Shares - Letters of Intent" in the Fund's
         Statement of Additional Information for more complete information. You
         may also be able to apply the Right of Accumulation to these purchases.

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.

Dividend  Reinvestment.  Although  the Fund is designed to provide  monthly
cash   distributions,   you  may  elect  to  reinvest  your  scheduled   monthly
distributions.  Dividends  and/or  capital  gains  distributions  received  by a
shareholder  from a Fund may be  reinvested in shares of that Fund or any of the
other  Oppenheimer  funds into which shares of a Fund may be exchanged without a
sales  charge,  at the net asset value per share in effect on the payable  date.
You must notify the Transfer Agent or your financial  intermediary to elect this
option and must have an existing account in the fund selected for reinvestment.

Exchanges  of Shares.  Shares of the Funds may be  exchanged  for shares of
certain  other  Oppenheimer  funds at net  asset  value per share at the time of
exchange,  without  sales  charge,  and shares of the Funds can be  purchased by
exchange of shares of certain other Oppenheimer funds on the same basis.

Reinvestment Privilege.  Within six months of a redemption of certain Class
A shares of a Fund,  the  proceeds  may be  reinvested  in Class A shares of the
Fund, or any of the other Oppenheimer funds into which shares of the 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 shares
that were  subject to a contingent  deferred  sales  charge when  redeemed.  The
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.  This  reinvestment  privilege does not apply to
reinvestment purchases made through automatic investment options.

Other Special  Reductions and Waivers.  The Fund and the Distributor  offer
additional  arrangements  to reduce or eliminate  front-end  sales charges or to
waive  contingent  deferred sales charges for certain types of transactions  and
for certain  categories of investors  (primarily  retirement plans that purchase
shares in special  programs  through the  Distributor).  These are  described in
greater detail in Appendix [B / C] to the Statement of Additional Information. A
Fund's   Statement  of  Additional   Information   may  be  ordered  by  calling
1.800.225.5677  or may be accessed  through  the  OppenheimerFunds  website,  at
www.oppenheimerfunds.com  (under the heading "I Want To,"  follow the  hyperlink
"Access  Fund  Documents"  and click on the icon in the column "SAI" next to the
Fund's  name).   A  description  of  these  waivers  and  special  sales  charge
arrangements  is also  available  for  viewing on the  OppenheimerFunds  website
(under the heading  "Fund  Information,"  click on the  hyperlink  "Sales Charge
Waivers").  To  receive  a waiver or  special  sales  charge  rate  under  these
programs,  the  purchaser  must  notify  the  Distributor  (or  other  financial
intermediary  through which shares are being purchased) at the time of purchase,
or must notify the Transfer  Agent at the time of  redeeming  shares for waivers
that apply to contingent deferred sales charges.

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

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

The Distributor pays concessions from its own resources equal to 1.0% of Class A
purchases of $1 million or more (other than purchases by certain retirement
plans). The concession will not be paid on shares purchased by exchange or
shares that were previously subject to a front-end sales charge and dealer
concession.

Class A Purchases by Certain  Retirement  Plans.  There is no initial sales
charge on  purchases of Class A shares of the Fund by certain  retirement  plans
that have $1  million  or more in plan  assets or that are part of a  retirement
plan or platform offered by banks, broker-dealers, financial advisors, insurance
companies or  recordkeepers.  There is no  contingent  deferred  sales charge on
redemptions of any group  retirement  plan shares,  or certain  retirement  plan
shares offered  through banks,  broker-dealers,  financial  advisors,  insurance
companies or recordkeepers.

              The Distributor does not pay a concession on new share purchases
              by retirement plans (except plans that have $5 million or more in
              plan assets) For retirement plans that have $5 million or more in
              plan assets within the first six months from the time the account
              was established, the Distributor may pay dealers of record
              concessions equal to 0.25% of the purchase price of Class A shares
              from its own resources at the time of sale. Those payments are
              subject to certain exceptions described in "Retirement Plans" in
              the Statement of Additional Information.

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

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

o Class N shares are sold at net asset value without an initial sales
charge. A contingent deferred sales charge of 1.0% will be imposed upon the
redemption of Class N shares, if: o The group retirement plan is terminated or
Class N shares of all Oppenheimer funds are terminated as an investment option
of the plan and Class N shares are redeemed within 18 months after the plan's
first purchase of Class N shares of any Oppenheimer fund, or

o With respect to an IRA or 403(b) plan, Class N shares are redeemed within 18
months of the plan's first purchase of Class N shares of any Oppenheimer fund.

         Retirement plans that offer Class N shares may impose charges on plan
participant accounts. The procedures for buying, selling, exchanging and
transferring the 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.

         An institutional investor that buys Class Y shares for its customers'
accounts may impose charges on those accounts. The procedures for buying,
selling, exchanging and transferring a Fund's other classes of shares (other
than the time those orders must be received by the Distributor or Transfer Agent
at their Colorado office) and some of 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.

         Present or former officers, directors, trustees and employees (and
their eligible family members) of a Fund, the Manager, its affiliates, its
parent company and the subsidiaries of its parent company, and retirement plans
established for the benefit of such individuals, are also permitted to purchase
Class Y shares of the Fund.


DISTRIBUTION AND SERVICE (12b-1) PLANS.

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

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

         The asset-based sales charge and service fees increase Class C expenses
         by 1.0% and increase Class N expenses by 0.50% of the net assets per
         year of the respective class. Because these fees are paid out of the
         Fund's assets on an on-going basis, over time these fees will increase
         the cost of your investment and may cost you more than other types of
         sales charges.

         The Distributor uses the service fees to compensate dealers for
         providing personal services for accounts that hold Class 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 0.75% of the
         purchase price of Class C shares to dealers from its own resources at
         the time of sale. Including the advance of the service fee, the total
         amount paid by the Distributor to the dealer at the time of sale of
         Class C shares is therefore 1.0% of the purchase price. The Distributor
         pays the asset-based sales charge as an ongoing concession to the
         dealer on Class C shares that have been outstanding for a year or more.
         The Distributor normally retains the asset-based sales charge on Class
         C shares during the first year after the purchase of Class C shares.
         See the Statement of Additional Information for exceptions.

         The Distributor currently pays a sales concession of 0.75% of the
         purchase price of Class N shares to dealers from its own resources at
         the time of sale. Including the advance of the service fee, the total
         amount paid by the Distributor to the dealer at the time of sale of
         Class N shares is therefore 1.0% of the purchase price. The Distributor
         normally retains the asset-based sales charge on Class N shares. See
         the Statement of Additional Information for exceptions.

         For certain group retirement plans held in omnibus accounts, the
         Distributor may 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.

         For Class C shares purchased through the OppenheimerFunds
         Record(k)eeper 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
         FASCore, LLC for providing personal services to the Class C accounts
         holding those shares.

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

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

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

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

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

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


Special Investor Services

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

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

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

PHONELINK. PhoneLink is the OppenheimerFunds automated telephone system that
enables shareholders to perform a number of account transactions automatically
using a touch-tone phone. PhoneLink may be used on already-established Fund
accounts after you obtain a Personal Identification Number (PIN), by calling the
PhoneLink number, 1.800.225.5677.
Purchasing Shares. You may purchase shares in amounts up to $100,000 by phone,
         by calling 1.800.225.5677. You must have established AccountLink
         privileges to link your bank account with a Fund to pay for these
         purchases.
Exchanging Shares. With the OppenheimerFunds Exchange Privilege, described
         below, you can exchange shares automatically by phone from your Fund
         account to another OppenheimerFunds account you have already
         established by calling the special PhoneLink number.
Selling Shares. You can redeem shares by telephone automatically by calling the
         PhoneLink number and the Fund will send the proceeds directly to your
         AccountLink bank account. Please refer to "How to Sell Shares," below
         for details.

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

OPPENHEIMERFUNDS INTERNET WEBSITE. You can obtain information about the Fund, 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, by telephone or on the internet. 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 Fund
         from fraud, the following redemption requests must be in writing and
         must include a signature guarantee (although there may be other
         situations that also require a signature guarantee):
     o You wish to redeem more than $100,000 and receive a check.
     o The redemption check is not payable to all shareholders listed on the
     account statement. o The redemption check is not sent to the address of
     record on your account statement, o Shares are being transferred to a Fund
     account with a different owner or name. o Shares are being redeemed by
     someone (such as an Executor) other than the owners.

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

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 the 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 regular mail:
                            OppenheimerFunds Services
                                  P.O. Box 5270
                                    Denver, Colorado 80217
                Use one of the following addresses for courier or express mail:
              Prior to October 10, 2008:              On or after October 10, 2008:
               OppenheimerFunds Services                OppenheimerFunds Services
               10200 East Girard Avenue                  12100 East Iliff Avenue
                      Building D                                Suite 300
                Denver, Colorado 80231                    Aurora, Colorado 80014

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.

|X|      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 C or Class N contingent deferred sales charge and
redeem any of those shares during the applicable holding period for the class of
shares, the contingent deferred sales charge will be deducted from the
redemption proceeds (unless you are eligible for a waiver of that sales charge
based on the categories listed in Appendix [B / C] to the Statement of
Additional Information and you advise the Transfer Agent or your financial
intermediary of your eligibility for the waiver when you place your redemption
request.)

         A contingent deferred sales charge will be based on the lesser of the
net asset value of the redeemed shares at the time of redemption or the original
net asset value. A contingent deferred sales charge is not imposed on:
o        the amount of your account value represented by an increase in net asset
         value over the initial purchase price,
o        shares purchased by the reinvestment of dividends or capital gains
         distributions, or
o        shares  redeemed  in  the  special  circumstances  described  in
         Appendix  [B / 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 Fund for shares of other Oppenheimer funds. However, if you
exchange them within the applicable contingent deferred sales charge holding
period, the holding period will carry over to the fund whose shares you acquire.
Similarly, if you acquire shares of the Funds by exchanging shares of another
Oppenheimer fund that are still subject to a contingent deferred sales charge
holding period, that holding period will carry over to that Fund.


How to Exchange Shares

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

     o Shares of the fund selected for exchange must be available for sale in
     your state of residence. o The selected fund must offer the exchange
     privilege.
     o You must meet the minimum purchase requirements for the selected fund.
     o Generally, exchanges may be made only between identically registered
     accounts, unless all account owners send written exchange instructions with
     a signature guarantee.
     o Before exchanging into a 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 a Fund's transaction and administrative
costs and/or affect a Fund's performance, depending on various factors, such as
the size of a 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' Board of Trustees have adopted the
following policies and procedures to detect and prevent frequent and/or
excessive exchanges, and/or purchase and redemption activity, while balancing
the needs of investors who seek liquidity from their investment and the ability
to exchange shares as investment needs change. There is no guarantee that the
policies and procedures described below will be sufficient to identify and deter
excessive short-term trading.

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

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

o Exchanges  of Client  Accounts by Financial  Advisers.  The Funds and the
Transfer Agent permit dealers and financial  intermediaries  to submit  exchange
requests on behalf of their customers  (unless that authority has been revoked).
A fund or the Transfer Agent may limit or refuse exchange requests  submitted by
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 Fund may
amend, suspend or terminate the exchange privilege at any time. You will receive
60  days'  notice  of any  material  change  in the  exchange  privilege  unless
applicable law allows otherwise.

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

o Omnibus  Accounts.  If you hold your shares of 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 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 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' Board has adopted the following
additional policies and procedures to detect and prevent frequent and/or
excessive exchanges and purchase and redemption activity:

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

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

o             Dividend Reinvestments/B Share Conversions. Reinvestment of
              dividends or distributions from one fund to purchase shares of
              another fund 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 each Fund account
with a value of less than  $500.  The fee is  automatically  deducted  from each
applicable Fund account  annually in September.  See the Statement of Additional
Information  to learn how you can  avoid  this fee and for  circumstances  under
which this fee will not be assessed.

The offering of shares may be suspended during any period in which the
         determination of net asset value is suspended, and the offering may be
         suspended by the Board of Trustees at any time the Board believes it is
         in a Fund's best interest to do so.
Telephone transaction privileges for purchases, redemptions or exchanges may be
         modified, suspended or terminated by the Funds at any time. The Funds
         will provide you notice whenever it is required to do so by applicable
         law. If an account has more than one owner, the Funds and the Transfer
         Agent may rely on the instructions of any one owner. Telephone
         privileges apply to each owner of the account and the dealer
         representative of record for the account unless the Transfer Agent
         receives cancellation instructions from an owner of the account.
The Transfer Agent will record any telephone calls to verify data
         concerning transactions and has adopted other procedures to confirm
         that telephone instructions are genuine, by requiring callers to
         provide tax identification numbers and other account data or by using
         PINs, and by confirming such transactions in writing. The Transfer
         Agent and the Fund will not be liable for losses or expenses arising
         out of telephone instructions reasonably believed to be genuine.
Redemption or transfer requests will not be honored until the Transfer Agent
         receives all required documents in proper form. From time to time, the
         Transfer Agent in its discretion may waive certain of the requirements
         for redemptions stated in this prospectus.
Dealers that perform account transactions for their clients by participating in
         NETWORKING through the National Securities Clearing Corporation are
         responsible for obtaining their clients' permission to perform those
         transactions, and are responsible to their clients who are shareholders
         of the Funds if the dealer performs any transaction erroneously or
         improperly.
The redemption price for shares will vary from day to day because 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 the fact
         that the market value of shares has dropped. In some cases, involuntary
         redemptions may be made to repay the Distributor for losses from the
         cancellation of share purchase orders.
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 account
         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, a Fund may be required to redeem
         your shares and close your account.
"Backup withholding" of federal income tax may be applied against taxable
        dividends, distributions and redemption proceeds (including exchanges)
        if you fail to furnish the Fund your correct, certified Social Security
        or Employer Identification Number when you sign your application, or if
        you under-report your income to the Internal Revenue Service.
To avoid sending duplicate copies of materials to households, the 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.

Distributions, Capital Gains and Taxes


DISTRIBUTIONS. Each Fund has adopted a distribution policy pursuant to which the
Fund intends to make monthly cash distributions on or about the 15th day of the
month. A Fund may make an additional distribution at the end of December and
other distributions to satisfy applicable legal requirements. These additional
distributions will be automatically reinvested in shares of the Fund. Any shares
of a Fund purchased through such automatic reinvestment may be redeemed under
the same terms and conditions that apply to redemption of all other shares of
the Fund.

Each monthly cash distribution in a given calendar year will equal a targeted
amount per share determined in December of the previous calendar year. For the
Target Distribution Fund, the targeted amount per share will be based on an
annual rate of 6% of the average daily net asset value of Class A shares of the
Fund over a rolling five-year period ending November 30 of the previous calendar
year. For the Target Distribution & Growth Fund, the targeted amount per share
will be based on an annual rate of 4% of the average daily net asset value of
Class A shares of the Fund over a rolling five-year period ending November 30 of
the previous calendar year. The monthly cash distributions paid to Class C,
Class N and Class Y shareholders will be based on the average daily net asset
value of Class A shares over a rolling five-year period but will be adjusted to
reflect class level expenses incurred during the month. Neither Fund will begin
making monthly distributions until the Fund has been in operation for a full
calendar month. During the Funds' first five years of operation, the monthly
distributions will be based on adjusted formulas as described in the section
"The Funds' Target Distribution Policies."

WHAT CHOICES DO YOU HAVE FOR RECEIVING DISTRIBUTIONS? Pursuant to each Fund's
target distribution policy, each Fund intends to make monthly cash distributions
to shareholders. Any distributions made by a Fund in addition to the scheduled
monthly distributions will be automatically reinvested in shares of the Fund.
When you open your account, however, you may specify on your application that
you want to reinvest a Fund's scheduled monthly distributions either in shares
of the Fund or the same class of shares of another Oppenheimer fund if that fund
is available for exchange and you have an account established in that 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.

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 are taxable as ordinary income. Long-term capital gains are taxable as
long-term capital gains when distributed to shareholders. It does not matter how
long you have held your shares. Whether you reinvest your distributions in
additional shares or take them in cash, the tax treatment is the same.

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

         Every year the Funds will send you and the Internal Revenue Service a
statement showing the amount of any taxable distribution 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.

         Each Fund intends to qualify each year as a "regulated investment
company" under the Internal Revenue Code, but reserves the right not to qualify.
It qualified during its most recent fiscal year. A Fund, as a regulated
investment company, will not be subject to federal income taxes on any of its
income, provided that it satisfies certain income, diversification and
distribution requirements.

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

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

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

Avoid "Buying a Distribution." If you buy shares on or just before the
         ex-dividend date, or just before a Fund declares a capital gains
         distribution, you will pay the full price for the shares and then
         receive a portion of the price back as a taxable dividend or capital
         gain.
Remember, There May be Taxes on Transactions. Because the Funds' share prices
         fluctuate, you may have a capital gain or loss when you sell or
         exchange your shares. A capital gain or loss is the difference between
         the price you paid for the shares and the price you received when you
         sold them. Any capital gain is subject to capital gains tax.
Returns of Capital Can Occur. Each Fund expects to distribute to its
         shareholders substantially all of its net investment income (that is,
         taxable interest, dividends, and other taxable ordinary income, net of
         expenses) and capital gain net income (that is, the excess of net
         long-term capital gains over net short-term capital losses). Because
         each Fund expects to make targeted monthly cash distributions in the
         manner described above, a Fund may not have sufficient income from
         dividends, interest and distributable capital gains to pay the targeted
         distribution rate. Therefore, a Fund's policy of paying monthly cash
         distributions may result in a return of capital to shareholders (i.e.,
         shareholders may receive a portion of their investment back in the form
         of distributions). If that occurs, it will be identified in notices to
         shareholders. A return of capital distribution will not be taxable to
         the extent of a shareholder's adjusted basis but will reduce such basis
         and result in a higher capital gain or lower capital loss when those
         shares on which the distribution was received are sold. To the extent
         of a return of capital distribution exceeds a shareholder's adjusted
         basis, the distribution will be treated as gain from the sale of
         shares.

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

Financial Highlights

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





                   More Information About the Underlying Funds

More information about an Underlying Fund's investment policies and risk can be
found in the prospectus and Statement of Additional Information that are
included in that Underlying Fund's registration statement. The registration
statements for the Underlying Funds are available on the EDGAR database on the
Securities and Exchange Commission's Internet website at www.sec.gov. The
prospectuses and Statements of Additional Information of the Underlying Funds
are also 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.

Oppenheimer Absolute Return Fund - This Underlying Fund seeks total return.
This Underlying Fund employs a variety of strategies to seek its objective.
Mainly, these include: o Equity securities. Primarily common stocks of U.S. and
foreign companies. Equity investments may include securities of companies of any
market capitalization.
o       Fixed Income securities. Including bonds and notes or other debt
        securities issued by U.S. and foreign companies and governments, high
        yield securities (or "junk bonds") and money market instruments.
o       Hedging Strategies. This Underlying Fund may use derivative investments
        for hedging purposes or speculative purposes (to seek higher investment
        returns) including, futures on equity and commodities indices and
        interest rate and currency futures, forward rate agreements on
        currencies, interest rate swaps, total return swaps, and credit default
        swaps. This Underlying Fund may also sell securities short.

     This Underlying Fund may invest a substantial portion of its assets
(generally, more than half its total assets) in foreign securities, including
securities in developing or emerging markets.

     This Underlying Fund seeks to meet its objective by using a variety of
investment strategies over a broad array of securities to seek to produce
returns that are not closely correlated to major markets. The Manager exercises
a flexible strategy in the selection of securities, and this Underlying Fund is
not required to allocate its investments among stocks and bonds in any fixed
proportion or limited by investment style or by the issuer's location, size,
market capitalization or industry sector. This Underlying Fund may have none or
some of its assets invested in each asset class in relative proportions that
change over time based on market and economic conditions.

This Underlying Fund seeks to meet its objective by using an investment process
that primarily relies on quantitative models to determine security selection,
hedging and asset allocation. 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 security selection, hedging and asset
allocation processes currently involve: o Bottom Up. The Manager uses "bottom
up" models to analyze a wide range of valuation and market factors to determine
the relative value of the securities. The models assist the Manager in identifying
the most attractive set of securities within each asset class or sector in which
this Underlying Fund invests.
o        Hedging. The Manager uses risk management models to estimate this
         Underlying Fund's level of risk exposures to major markets. The Manager
         uses derivatives and other strategies, such as short sales, to hedge
         this Underlying Fund's exposure to these risks.
o        Top Down. The Manager uses "top down" models to enable this Underlying
         Fund to tactically adjust the hedges to seek to take advantage of
         investment opportunities at the asset and sector level.

     This Underlying Fund may use some of the investment techniques and
     strategies only at some times or not at all.


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 this Underlying Fund's
investment 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 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, this Underlying 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 this Underlying Fund's assets may be held in other
debt securities, common stocks (and other equity securities), or cash or cash
equivalents when the Manager believes these investments are consistent with this
Underlying Fund's objectives.

         This Underlying Fund may invest in securities of foreign issuers. It
currently focuses on debt securities of foreign issuers in developed markets.
This Underlying Fund also uses certain derivative investments to try to enhance
income or to try to manage investment risks.

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

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

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

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

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


Oppenheimer 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 Developing Markets Fund - This Underlying Fund aggressively seeks
capital appreciation. It invests mainly in common stocks of issuers in emerging
and developing markets throughout the world.
o Under normal market conditions, this Underlying Fund will invest at least 80%
of its net assets plus borrowings for investment purposes, in equity securities
of issuers whose principal activities are in at least three developing markets.
o This Underlying Fund can (but is not required to) invest up to 100% of its
total assets in foreign securities.
o This Underlying Fund will emphasize investments in common stocks and other
equity securities. o This Underlying Fund will emphasize investments in growth
companies, which can be in any market capitalization range.


Oppenheimer Equity Fund, Inc. - This Underlying Fund seeks high total return. It
invests primarily in equity securities of U.S. companies. Under normal market
conditions, this Underlying Fund invests at least 80% of its net assets in
equity securities (including borrowings for investment purposes). This
non-fundamental investment policy will not be changed without 60 days advance
notice to shareholders. This Underlying Fund may also invest in debt securities
when the portfolio managers believe it may be advantageous in seeking high total
return. This Underlying Fund normally invests primarily in medium- and large
capitalization companies that are more established than smaller companies. This
Underlying Fund may invest in smaller-capitalization companies to the extent
that the Underlying Fund's investment manager considers appropriate. This
Underlying Fund may also invest in companies located outside of the United
States.

In selecting securities for this Underlying Fund, the portfolio managers use an
investment process that combines both "value" and "growth" investment styles. A
value strategy seeks to identify issuers whose securities are undervalued in the
marketplace. The portfolio managers consider a number of factors such as the
ratio of the stock's price to the company's earnings, the value of its assets
and its management strength. A low price/earnings ratio may indicate that a
stock is undervalued. A growth style looks for companies whose stock price may
increase at a greater rate than the overall market. These issuers may be
entering a growth phase, marked by increases in earnings, sales, cash flows, or
other factors that suggest that the stock price may increase more rapidly.

The portfolio managers construct the portfolio using a "bottom up" analysis of
individual issuers rather than overall market or industry conditions or trends.
This approach includes fundamental analysis of a company's financial statements
and management structure and consideration of the company's operations and
product development, as well as its position in its industry. Because total
return has two components, capital appreciation and income, the Manager might
select stocks that offer the potential for either or both of those elements. The
portfolio managers focus on factors that may vary over time and in particular
cases. Currently they look for:

o Individual stocks that are attractive based on fundamental stock analysis and
company characteristics; o Growth stocks having high earnings potential, and
earnings and sales momentum; o Value stocks with compelling long-term business
prospects.


Oppenheimer Global Fund - This Underlying Fund seeks capital appreciation. It
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, it
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 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 Institutional Money Market Fund - This Underlying Fund's objective
is to seek current income and stability of principal. This Underlying Fund is a
money market fund that invests in a variety of money market instruments to seek
current income. Money market instruments are short-term, high-quality,
dollar-denominated debt instruments issued by the U.S. government, domestic and
foreign corporations and financial institutions, and other entities. They
include, for example, bank obligations, repurchase agreements, commercial paper,
other corporate debt obligations and government debt obligations.

To be considered "high-quality," generally they must be rated in one of the two
highest credit-quality categories for short-term securities by
nationally-recognized rating services. If unrated, a security must be determined
by the Fund's investment manager, to be of comparable quality to rated
securities.

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 Limited-Term Government Fund - This Underlying Fund seeks high
current return and safety of principal. It 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.

         This Underlying Fund may invest up to 20% of its 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 (having a rating, at the time of
acquisition by this Underlying Fund of at least "BBB" by Standard & Poor's
Rating Service or "Baa" by Moody's Investors Service or a comparable rating by
another nationally-recognized securities rating organization, or, if unrated,
deemed by the Manager to have a comparable rating) and certain other high
quality debt obligations.

         U.S. government securities are 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 ("CMOs") and mortgage participation certificates. They include
mortgage-related securities issued or guaranteed by instrumentalities of the
U.S. government, such as the Government National Mortgage Association. All of
these different types of securities are generally referred to as "U.S.
government securities" in the prospectus. This Underlying Fund also may enter
into forward roll transactions which have risks.

         Not all of the U.S. government securities this Underlying Fund buys are
issued or guaranteed by the U.S. government as to payment of interest and
repayment of principal. Some are backed by the right of the issuer to borrow
from the U.S. Treasury. Others are backed only by the credit of the
instrumentality. The securities this Underlying Fund buys may pay interest at
fixed or floating rates, or may be "stripped" securities whose interest coupons
have been separated from the security and sold separately.

         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,
this Underlying 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. Because of market events and interest rate changes, the
duration of the portfolio might not meet that target at all times.

Oppenheimer Main Street Small Cap Fund(R) - This Underlying Fund seeks capital
appreciation. It invests mainly in common stocks of small-capitalization
("small-cap") U.S. companies that This Underlying Fund's investment 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.

          This Underlying Fund defines small cap issuers at those companies
whose capitalization are less than or equal to the largest company in the
Russell 2000 ("Russell 2000") and S&P Small Cap 600 (S&P 600) indices. This
Underlying Fund measures a company's capitalization at the time this Underlying
Fund buys a security, and it is not required to sell a security if the issuer's
capitalization exceeds this Underlying Fund's definition of a small cap issuer.


Oppenheimer Master Loan Fund LLC - The investment objective of this Underlying
Fund is to seek as high a level of current income and preservation of capital as
is consistent with investing primarily in senior floating rate loans and other
debt securities. Under normal circumstances, this Underlying Fund will invest in
floating (sometimes referred to as "adjustable") rate loans made to U.S. and
foreign borrowers that are corporations, partnerships or other business
entities. While most of these loans will be collateralized, this Underlying Fund
can also under normal circumstances invest in uncollateralized floating rate
loans. Collectively, these investments are referred to as "Senior Loans" in this
Confidential Private Placement Memorandum. These Senior Loans pay interest at
rates that float above (or are adjusted periodically based on) a benchmark that
reflects current interest rates, such as the prime rate offered by one or more
major U.S. banks (referred to as the "Prime Rate"), the certificate of deposit
("CD") rate or the London Inter-Bank Offered Rate (referred to as "LIBOR").

         This Underlying Fund can also invest in cash and other securities, such
as unsecured floating rate loans, secured or unsecured fixed-rate loans,
collateralized loan obligations, floating rate notes or bonds, investment-grade
short-term debt obligations and repurchase agreements, under normal
circumstances. This Underlying Fund can use derivative instruments, including
options, futures contracts, asset-backed securities, interest rate swaps, credit
default swaps and total return swaps, to hedge its portfolio. This Underlying
Fund can borrow money and use other techniques to manage its cash flow, to
finance repurchase offers, or to purchase assets, a technique referred to as
"leverage."

         This Underlying Fund will principally invest in debt obligations,
including Senior Loans, that are rated "B" or higher by one or more of the
ratings organizations such as Standard & Poor's Rating Services ("S&P") or
Moody's Investor Services, Inc. ("Moody's") or, if unrated, determined by OFI
Institutional to be of comparable quality, although, this Underlying Fund can
also invest in investments rated below "B."

         The allocation of this Underlying Fund's portfolio among the different
types of permitted investments will vary over time based upon the evaluation of
economic and market trends by OFI Institutional.

         In selecting investments for this Underlying Fund, OFI Institutional
evaluates overall investment opportunities and risks among the types of
investments this Underlying Fund can hold. OFI Institutional analyzes the credit
standing and risks of borrowers whose loans or debt securities are considered
for this Underlying Fund's portfolio. OFI Institutional evaluates information
about borrowers from its own research or research supplied by agent banks or
other sources. OFI Institutional selects only those Senior Loans made to
borrowers, and debt securities issued by borrowers, that it believes are likely
to pay the interest and repay the principal on their indebtedness when it
becomes due. OFI Institutional considers many factors, including among others,

o        the borrower's past and expected future financial performance;
o        the experience and depth of the borrower's management;
o        the collateral for the loan or other debt security in which this
         Underlying Fund proposes to invest;
o        the borrower's tangible assets and cash flows; and
o        the credit quality of the debt obligations of the agent bank servicing
         the loan and other intermediaries imposed between the borrower and this
         Underlying Fund, to assure the indebtedness of those agents and
         intermediaries is investment grade.


Oppenheimer Quest International Value Fund, Inc. - This Underlying Fund seeks
long-term capital appreciation. It currently invests mainly in common stocks of
companies believed by its investment manager to be undervalued, that are
domiciled outside the United States or have their primary operations outside the
U.S.

         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 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 100% of its assets in foreign securities. Under normal
market conditions, the Fund will invest at least 80% of its net assets (plus
borrowings for investment purposes) in foreign common and preferred stock of
issuers in at least five different countries outside the United States.


Oppenheimer Real Estate Fund - This Underlying Fund seeks total return through
investment in real estate 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.

The portfolio manager employs both a top-down and bottom-up method in selecting
securities for this Underlying Fund. The portfolio manager's top-down approach
is distinguished in that he has extensive access to in-house real estate
experts. The portfolio manager sets the portfolio strategy with the benefit of
insight from these experts who can provide field observations regarding local,
regional and national real estate trends and fundamentals.

         The top-down process is further aided by the Sub-Adviser's
comprehensive property databases that track the real estate markets by property
type, geographic metro area and company portfolio. Proprietary models are
maintained that allow the portfolio manager to analyze markets at various
levels, including Standard Industrial Classification code, zip code, and
Metropolitan Statistical Area, resulting in some of the most comprehensive
databases in the industry today. The Fund's portfolio weightings are determined
by a national, regional and metro area market analysis of the following factors:
o        Projected growth in supply and demand factors specifically related to
         the commercial property markets.
o        Expected growth in population, employment, personal income, household
         formations and propensity to own versus rent.
o        Projected growth in new commercial space by tracking construction in
         process and building permit activity.
o Anticipated growth in supply and demand factors affecting residential real
estate.
o Current affordability of the single-family residential real estate
market.
o Expected growth in supply and demand for hotels.
o        Anticipated growth in new construction and building permit activity of
         all classes of business, leisure and resort hotels.
o Projected growth in Gross Domestic Product and airline travel.

         The portfolio manager's bottom-up analysis uses traditional equity
analysis and includes an assessment of the property portfolio, current business
strategy, capital structure and management track record. Specifically, companies
are sought that have the following characteristics:

o Capacity for predictable and sustainable growth in revenue and earnings per
share.
o Dominant owner/operators in their property types and geographic markets,
respectively.
o Property holdings poised for potentially higher growth due to location in
markets where land suitable for development is scarce, or due to management's
strategic positioning.
o Strong capital structure and access to capital that may help to effect its
long-term business strategy.
o Experienced senior management with a strong track record and a wide spectrum
of industry specific skills.
o Attractive valuation relative to other companies in our investment universe
and to historical valuation in the real estate market.

         This Underlying Fund does not invest only in securities of issuers in a
particular market capitalization range, and at times the Sub-Adviser might
increase the relative emphasis of securities of issuers in a particular
capitalization range if the Sub-Adviser believes they offer greater
opportunities for total return.


Oppenheimer U.S. Government Trust - This Underlying Fund seeks high current
income consistent with preservation of capital. It invests mainly in U.S.
government debt 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. o 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.
o        This Underlying Fund typically invests a substantial portion of its
         assets in mortgage-related derivative securities, such as
         collateralized mortgage obligations (called CMOs) 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.

         This Underlying Fund's share prices and income levels will fluctuate.
This Underlying Fund's share prices and distributions are not backed or
guaranteed by the U.S. government. Securities issued by private issuers do not
have any U.S. government guarantees.

         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 U.S. and foreign companies, although there are limits on
         this Underlying Fund's investments in foreign securities.






INFORMATION AND SERVICES

For More Information on Oppenheimer LifeCycle Funds
o        Oppenheimer Target Distribution Fund
o        Oppenheimer Target Distribution & Growth Fund


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

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

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

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

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

Information about a Fund including the Fund's Statement of Additional
Information can be reviewed and copied at the Securities and Exchange
Commission's Public Reference Room in Washington, D.C. Information on the
operation of the Public Reference Room may be obtained by calling the Securities
and Exchange Commission at 1.202.551.8090. Reports and other information about
the Funds are available on the EDGAR database on the Securities and Exchange
Commission's Internet website at www.sec.gov. Copies may be obtained after
payment of a duplicating fee by electronic request at the Securities and
Exchange Commission's e-mail address: publicinfo@sec.gov or by writing to the
Securities and Exchange Commission 's Public Reference Section, Washington, D.C.
20549-0102. No one has been authorized to provide any information about the
Funds or to make any representations about the Funds other than what is
contained in this prospectus. This prospectus is not an offer to sell shares of
the Funds, nor a solicitation of an offer to buy shares of the Funds, 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.
Target Distribution Fund's SEC File No.: 811-_______
Target Distribution & Growth Fund's SEC File No.: 811-_______
PR0______.001.____08
Printed on recycled paper




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

                              SUBJECT TO COMPLETION

PRELIMINARY STATEMENT OF ADDITIONAL INFORMATION dated ______, 2008

Oppenheimer LifeCycle Funds

        Oppenheimer Target Distribution Fund
        Oppenheimer Target Distribution & Growth Fund

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

Statement of Additional Information dated August ______, 2008

This Statement of Additional Information ("SAI") is not a Prospectus. This
document contains additional information about each of the Oppenheimer LifeCycle
Funds listed above (each a "Fund" and together the "Funds") and supplements
information in the Prospectus dated _____________, 2008. It should be read
together with the Prospectus. You can obtain the Prospectus by writing to the
Funds' Transfer Agent, OppenheimerFunds Services (the "Transfer Agent"), at P.O.
Box 5270, Denver, Colorado 80217, or by calling the Transfer Agent at the
toll-free number shown above, or by downloading it from the OppenheimerFunds
Internet website at www.oppenheimerfunds.com.

Contents                                                                   Page

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

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

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

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







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.

         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 Absolute
Return Fund ("Absolute Return Fund"), Oppenheimer Capital Appreciation Fund
("Capital Appreciation Fund"), Oppenheimer Champion Income Fund (" Champion
Income Fund"), Oppenheimer Commodity Strategy Total Return Fund ("Commodity
Strategy Total Return Fund"), Oppenheimer Core Bond Fund ("Core Bond Fund"),
Oppenheimer Developing Markets Fund ("Developing Markets Fund"), Oppenheimer
Equity Fund, Inc. ("Equity Fund"), Oppenheimer Global Fund ("Global Fund"),
Oppenheimer Institutional Money Market Fund ("Institutional Money Market Fund"),
Oppenheimer International Bond Fund ("International Bond Fund"), Oppenheimer
International Growth Fund ("International Growth Fund"), Oppenheimer
Limited-Term Government Fund ("Limited-Term Government Fund"), Oppenheimer Main
Street Small Cap Fund (Main Street Small Cap Fund"), Oppenheimer Master Loan
Fund, LLC ("Master Loan Fund, LLC"), Oppenheimer Quest International Value Fund,
Inc. ("Quest International Value Fund, Inc."), Oppenheimer Real Estate Fund
("Real Estate Fund"), Oppenheimer U.S. Government Trust ("U.S. Government
Trust"), 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.

          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.

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

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

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


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

         The Funds and the Underlying Funds are not required to use all of these
investment techniques and strategies in seeking their objectives. They may use
some of the investment techniques and strategies only at certain times or not at
all.

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


Equity Securities

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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


Debt Securities

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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


Main Risks of Debt Securities

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

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

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

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

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

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

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

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

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

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

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

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

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

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


Derivative Securities

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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


Other Investments and Investment Strategies

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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


Portfolio Turnover

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

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

Investment Restrictions

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

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

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

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

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

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

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

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

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

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

                              Absolute Return Fund

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

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

o Absolute Return 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 Absolute Return Fund may not underwrite securities issued by others, except to
the extent that Absolute Return 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 Absolute Return 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.


                            Capital Appreciation Fund

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

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

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

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

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

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

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

                              Champion Income Fund

         o Champion Income 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 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 Champion Income 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. 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). The Fund can invest more than 25% in a
group of industries.

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

         o Champion Income Fund cannot make loans except (a) through lending of
securities, (b) through the purchase of debt instruments or similar evidences of
indebtedness, (c) through an inter-fund lending program with other affiliated
funds, provided that no such loan may be made if, as a result, the aggregate of
such loans would exceed 33 1/3% 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 Fund cannot invest in real estate. However, the Fund
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 Fund cannot invest in commodities or commodity
contracts. However, the Fund 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 the Prospectus and
this SAI.

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

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

                      Commodity Strategy Total Return Fund

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

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

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

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

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

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

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

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

                                 Core Bond Fund

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

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

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

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

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

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

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

                             Developing Markets Fund

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

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

o Developing Markets Fund may not borrow money, 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.


                                   Equity Fund

o Equity Fund cannot buy securities issued or guaranteed by any one issuer if
more than 5% of its total assets would be invested in securities of that issuer
or it would then own more than 10% of that issuer's voting securities. This
limit applies to 75% of Equity 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 to securities of other investment companies.

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

o Equity Fund cannot issue "senior securities." This restriction does not
prohibit Equity Fund from borrowing money as described in the Prospectus or this
SAI. It does not prohibit Equity Fund from entering into margin, collateral,
segregation or escrow arrangements, or options, futures, hedging transactions or
from buying and selling other investments permitted by its other investment
policies.

o Equity 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 Equity Fund cannot invest 25% or more of its total assets in any industry.
That limit does not apply to securities issued or guaranteed by the U.S.
Government or its agencies or instrumentalities.

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

o Equity Fund cannot invest in physical commodities or physical commodity
contracts. However, Equity Fund 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 Equity Fund cannot make loans except (a) through lending of securities, (b)
through the purchase of debt instruments or similar evidence of indebtedness,
(c) through an inter-fund lending program with other affiliated funds and (d)
through repurchase agreements.


                                   Global Fund

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

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

o 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 the 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.


                         Institutional Money Market Fund

o Institutional Money Market Fund cannot invest more than 5% of its total assets
in the securities of any issuer (except the U.S. government or its agencies or
instrumentalities); provided, however, that the Fund may invest up to 25% of its
total assets in the First Tier Securities of a single issuer for a period of up
to three business days after the acquisition thereof; provided, further, that
the Fund may not invest in the securities of more than one issuer in accordance
with the foregoing proviso at any time.

o Institutional Money Market Fund cannot invest more than 25% of its total
assets, taken at market value, in the securities of issuers in any particular
industry or group of related industries (excluding securities issued by the U.S.
Government and its agencies and instrumentalities and certain instruments issued
by domestic banks).

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

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

o Institutional Money Market Fund cannot issue senior securities to the extent
such issuance would violate applicable law.

                             International Bond Fund

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

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

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

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

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

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

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

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

                            International Growth Fund

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

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

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

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

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

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

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


                          Limited-Term Government Fund

o Limited-Term Government Fund cannot buy securities or other instruments issued
or guaranteed by any one issuer if more than 5% of its total assets would be
invested in securities or other instruments of that issuer or if it would then
own more than 10% of that issuer's voting securities. This limitation applies to
75% of the Limited-Term Government 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 Limited-Term Government Fund cannot invest 25% or more of its total assets in
any one industry. That limit does not apply to securities issued or guaranteed
by the U.S. Government or its agencies and instrumentalities.

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

o Limited-Term Government Fund cannot borrow money in excess of 33 1/3% of the
value of its total assets. The Fund may borrow only from banks and/or affiliated
investment companies. With respect to this fundamental policy, the Fund can
borrow only if it maintains a 300% ratio of assets to borrowings at all times in
the manner set forth in the Investment Company Act.

o Limited-Term Government Fund cannot purchase or sell real estate, commodities
or commodity contracts. However, the Fund 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 Fund cannot underwrite securities. A permitted
exception is in case it is deemed to be an underwriter under the Securities Act
of 1933 when reselling any securities held in its own portfolio.

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

                     Oppenheimer Main Street Small Cap Fund

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

o Main Street Small Cap Fund 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 Fund cannot borrow money in excess of 33 1/3% of the
value of its total assets. The Fund may borrow only from banks and/or affiliated
investment companies. With respect to this fundamental policy, the Fund 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 Fund cannot concentrate investments. That means it
cannot invest 25% or more of its total assets in companies in any one industry.
Obligations of the U.S. government, its agencies and instrumentalities are not
considered to be part of an "industry" for the purposes of this restriction.

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

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

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


                              Master Loan Fund, LLC

o Master Loan Fund, LLC cannot issue "senior securities," except as permitted
under the Investment Company Act. This limitation does not prohibit certain
investment activities for which assets of the Fund are designated as segregated,
or margin, collateral or escrow arrangements are established, to cover the
related obligations. Examples of those activities include borrowing money,
reverse repurchase agreements, delayed-delivery and when-issued arrangements for
portfolio securities transactions, and contracts to buy or sell derivatives.

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

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

o Master Loan Fund, LLC cannot invest 25% or more of its total assets in
securities of issuers having their principal business activities in the same
industry. The Fund can invest 25% or more of its total assets and can invest up
to 100% of its total assets in securities of issuers in the group of financial
services industries, which under the Fund's currently-used industry
classifications include the following industries (this group of industries and
the Fund's industry classifications can be changed by the Fund without
shareholder approval): banks, bank holding companies, commercial finance,
consumer finance, diversified financial, insurance, savings and loans, and
special purpose financial. For the purpose of this investment restriction, the
term "issuer" includes the borrower under a loan, the agent bank for a loan, and
any intermediate participant in the loan interposed between the borrower and the
Fund. The percentage limitation in this investment restriction does not apply to
securities issued or guaranteed by the U.S. government or its agencies and
instrumentalities. For the purposes of interpreting this investment restriction,
each foreign national government is treated as an "industry" and utilities are
divided according to the services they provide.

o Master Loan Fund, LLC cannot buy or sell real estate. However, the Fund can
purchase securities secured by real estate or interests in real estate, or
issued by issuers (including real estate investment trusts) that invest in real
estate or interests in real estate. The Fund may hold and sell real estate as
acquired as a result of the Fund's ownership of securities.

o Master Loan Fund, LLC cannot buy or sell commodities or commodity contracts.
However, the Fund can buy and sell derivative instruments, such as futures
contracts, options and swaps.

o Master Loan Fund, LLC cannot make loans to other persons. However, the Fund
can invest in loans (including by direct investments as an original lender or
purchasing assignments or participation interests) and other debt obligations in
accordance with its investment objective and policies. The Fund may also lend
its portfolio securities and may purchase securities subject to repurchase
agreements.

o Master Loan Fund, LLC cannot buy securities on margin. However, the Fund can
make margin deposits in connection with its use of derivative instruments and
hedging instruments.


                      Quest International Value Fund, Inc.

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

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

o Quest International Value Fund, Inc. 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 Estate Fund

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 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 the 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 the
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.


                              U.S. Government Trust

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

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

                                   Value Fund

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

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

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

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

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

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

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

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

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

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

              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.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

ABG Securities                            Fixed Income Securities              Nomura Securities
ABN AMRO                                  Fortis Securities                    Oppenheimer & Co.
AG Edwards                                Fox-Pitt, Kelton                     Oscar Gruss
Allen & Co                                Friedman, Billing, Ramsey            OTA
American Technology Research              Gabelli                              Pacific Crest Securities
Auerbach Grayson                          Garp Research                        Piper Jaffray Inc.
Avondale                                  Gartner                              Portales Partners
Banc of America Securities                George K Baum & Co.                  Punk Ziegel & Co
Barra                                     Goldman Sachs                        Raymond James
BB&T                                      Howard Weil                          RBC
Bear Stearns                              HSBC                                 Reuters
Belle Haven                               ISI Group                            RiskMetrics/ISS
Bloomberg                                 ITG                                  Robert W. Baird
BMO Capital Markets                       Janco                                Roosevelt & Cross
BNP Paribas                               Janney Montgomery                    Russell
Brean Murray                              Jefferies                            Sandler O'Neil
Brown Brothers                            JMP Securities                       Sanford C. Bernstein
Buckingham Research Group                 JNK Securities                       Scotia Capital Markets
Canaccord Adams                           Johnson Rice & Co                    Sidoti
Caris & Co.                               JP Morgan Securities                 Simmons
CIBC World Markets                        Kaufman Brothers                     Sander Morris Harris
Citigroup Global Markets                  Keefe, Bruyette & Woods              Societe Generale
CJS Securities                            Keijser Securities                   Soleil Securities Group
Cleveland Research                        Kempen & Co. USA Inc.                Standard & Poors
Cogent                                    Kepler Equities/Julius Baer Sec      Stanford Group
Collins Stewart                           KeyBanc Capital Markets              State Street Bank
Cowen & Company                           Lazard Freres & Co                   Stephens, Inc.
Craig-Hallum Capital Group LLC            Leerink Swan                         Stifel Nicolaus
Credit Agricole Cheuvreux N.A. Inc.       Lehman Brothers                      Stone & Youngberg
Credit Suisse                             Loop Capital Markets                 Strategas Research
Data Communique                           Louise Yamada Tech Research          Sungard
Daiwa Securities                          MainFirst Bank AG                    Suntrust Robinson Humphrey
Davy                                      Makinson Cowell US Ltd               SWS Group
Deutsche Bank Securities                  McAdmas Wright                       Think Equity Partners
Dougherty Markets                         Merrill Lynch                        Thomas Weisel Partners
Dowling                                   Miller Tabak                         Thomson Financial
Empirical Research                        Mizuho Securities                    UBS
Enskilda Securities                       Moodys Research                      Virtusa Corporation
Exane BNP Paribas                         Morgan Stanley                       Wachovia Securities
Factset                                   Natexis Bleichroeder                 Wedbush
Fidelity Capital Markets                  Ned Davis Research Group             Weeden
First Albany                              Needham & Co                         William Blair


         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 August 7, 2008.

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

         Each Fund currently has four classes of shares: Class A, Class C, Class
N and Class Y. All classes invest in the same investment portfolio. 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 Massachusetts business trusts, each
Fund is not required to hold, and does not plan to hold, regular annual meetings
of shareholders, but may hold shareholder meetings from time to time on
important matters or when required to do so by the Investment Company Act or
other applicable law. Shareholders have the right, upon a vote or declaration in
writing of two-thirds of the outstanding shares of the Funds, to remove a
Trustee or to take other action described in the Funds' Declarations of Trust.

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

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

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

Board of Trustees and Oversight Committees. Each Fund is governed by a Board of
Trustees, which is responsible for protecting the interests of shareholders
under Massachusetts law. The 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 Review Committee and a
Governance Committee. Each committee is comprised solely of Trustees who are not
"interested persons" under the Investment Company Act (the "Independent
Trustees"). The members of the Audit Committee are George C. Bowen (Chairman),
Edward L. Cameron, Robert J. Malone and F. William Marshall, Jr. 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 Funds' independent Auditors regarding
the Funds' internal accounting procedures and controls; (iii) reviewing reports
from the Manager's Internal Audit Department; (iv) reviewing certain reports
from and meet periodically with the Funds' Chief Compliance Officer; (v)
maintaining a separate line of communication between the Funds' independent
Auditors and the Independent Trustees; (vi) reviewing the independence of the
Funds' independent Auditors; and (vii) pre-approving the provision of any audit
or non-audit services by the Funds' independent Auditors, including tax
services, that are not prohibited by the Sarbanes-Oxley Act, to the Funds, the
Manager and certain affiliates of the Manager.

         The Review Committee is comprised solely of Independent Trustees. The
members of the Review Committee are Sam Freedman (Chairman), Jon S. Fossel,
Richard F. Grabish and Beverly L. Hamilton. Among other duties, as set forth in
the Review Committee's Charter, the Review Committee reports and makes
recommendations to the Board concerning the fees paid to the Funds' transfer
agent and the Manager and the services provided to the Funds by the transfer
agent and the Manager. The Review Committee also reviews the adequacy of the
Funds' Codes of Ethics, the Funds' investment performance as well as the
policies and procedures adopted by the Funds to comply with the Investment
Company Act and other applicable law.

         The Governance Committee is comprised solely of Independent Trustees.
The members of the Governance Committee are Robert J. Malone (Chairman), William
Armstrong, Edward L. Cameron, Beverly L. Hamilton and F. William Marshall, Jr.
The Governance Committee has adopted a charter setting forth its duties and
responsibilities. Among other duties, the Governance Committee reviews and
oversees the Funds' governance guidelines, the adequacy of the Fund's Code of
Ethics and the nomination of Trustees, including Independent Trustees. The
Governance Committee has adopted a process for shareholder submission of
nominees for board positions. Shareholders may submit names of individuals,
accompanied by complete and properly supported resumes, for the Governance
Committee's consideration by mailing such information to the Governance
Committee in care of the Funds. The Governance Committee may consider such
persons at such time as it meets to consider possible nominees. The Governance
Committee, however, reserves sole discretion to determine which candidates for
Trustees and Independent Trustees it will recommend to the Board and/or
shareholders and it may identify candidates other than those submitted by
Shareholders. The Governance Committee may, but need not, consider the advice
and recommendation of the Manager and/or its affiliates in selecting nominees.
The full Board elects new Trustees except for those instances when a shareholder
vote is required.

         Shareholders who desire to communicate with the Board should address
correspondence to the Board or an individual Board member and may submit their
correspondence electronically at www.oppenheimerfunds.com under the caption
"contact us" or by mail to the Funds at the address below.

Trustees and Officers of the Funds. Except for Messrs. Murphy, each of the
Trustees is an Independent Trustee. All of the Trustees are also trustees or
directors of the following Oppenheimer/Centennial funds (referred to as "Board
II Funds") except for Mr. Grabish, who serves as Trustee for only the following
funds: Centennial California Tax Exempt Trust, Centennial Government Trust,
Centennial Money Market Trust, Centennial New York Tax Exempt Trust, Centennial
Tax Exempt Trust, Oppenheimer Core Bond Fund, Oppenheimer Limited-Term
Government Fund, Panorama Series Fund, Inc., Oppenheimer Principal Protected
Trust, Oppenheimer Principal Protected Trust II, Oppenheimer Principal Protected
Trust III, Oppenheimer Senior Floating Rate Fund, Oppenheimer Portfolio Series
Fixed Income Active Allocation Fund, Oppenheimer Master Event-Linked Bond Fund,
LLC and Oppenheimer Master Loan Fund, LLC:

Oppenheimer Capital Income Fund                                    Oppenheimer Principal Protected Trust
Oppenheimer Cash Reserves                                          Oppenheimer Principal Protected Trust II
Oppenheimer Champion Income Fund                                   Oppenheimer Principal Protected Trust III
Oppenheimer Commodity Strategy Total Return Fund                   Oppenheimer Senior Floating Rate Fund
Oppenheimer Equity Fund, Inc.                                      Oppenheimer Strategic Income Fund
Oppenheimer Integrity Funds                                        Oppenheimer Variable Account Funds
Oppenheimer International Bond Fund                                Panorama Series Fund, Inc.
Oppenheimer Limited-Term Government Fund
Oppenheimer Main Street Funds, Inc.
Oppenheimer Main Street Opportunity Fund
Oppenheimer Main Street Small Cap Fund Centennial California Tax Exempt Trust
Oppenheimer Master Event-Linked Bond Fund, LLC Centennial Government Trust
Oppenheimer Master Loan Fund, LLC Centennial Money Market Trust Oppenheimer
Municipal Fund Centennial New York Tax Exempt Trust Oppenheimer Portfolio Series
Fixed Income Active Allocation Fund Centennial Tax Exempt Trust

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

         Messrs. Schadt, Webman, Wolfgruber, Leavy, 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 II 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 II Funds or of any entity directly or indirectly
controlling, controlled by or under common control with the Manager or the
Distributor.

Biographical  Information.  The Trustees and officers, their positions with
the Funds, length of service in such position(s),  and principal occupations and
business  affiliations  during at least the past  five  years are  listed in the
charts  below.  The  charts  also  include   information  about  each  Trustee's
beneficial share ownership in the Funds and in all of the registered  investment
companies  that  the  Trustee  oversees  in  the  Oppenheimer  family  of  funds
("Supervised  Funds"). The address of each 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) Held with   Principal Occupation(s) During the Past 5 Years; Other                 Aggregate Dollar Range Of
the Fund, Length of           Trusteeships/Directorships Held; Number of Portfolios in the Fund      Shares Beneficially Owned
Service, Age                  Complex Currently Overseen                                                in Supervised Funds
----------------------------- ---------------------------------------------------------------------- ---------------------------
----------------------------- ---------------------------------------------------------------------- ---------------------------
                                                                                                       As of December 31, 2007
----------------------------- ---------------------------------------------------------------------- ---------------------------
----------------------------- ---------------------------------------------------------------------- ---------------------------
William L. Armstrong, President, Colorado Christian University (since 2006);
Chairman, Over $100,000 Chairman of the Board of Cherry Creek Mortgage Company
(since 1991), Chairman, Centennial Trustees since 2003, State Mortgage Company
(since 1994), Chairman, The El Paso Mortgage Trustee since 2008 Company (since
1993); Chairman, Ambassador Media Corporation (since Age: 71 1984); Chairman,
Broadway Ventures (since 1984); Director of
                              Helmerich & Payne,  Inc.  (oil and gas  drilling/production  company)
                              (since 1992),  Campus Crusade for Christ  (non-profit)  (since 1991);
                              Former  Director,  The  Lynde  and  Harry  Bradley  Foundation,  Inc.
                              (non-profit organization) (2002-2006);  former Chairman of: Transland
                              Financial   Services,   Inc.   (private   mortgage  banking  company)
                              (1997-2003),  Great  Frontier  Insurance  (1995-2000),  Frontier Real
                              Estate,  Inc.  (residential  real estate  brokerage)  (1994-2000) and
                              Frontier Title (title insurance agency) (1995-2000);  former Director
                              of the  following:  UNUMProvident  (insurance  company)  (1991-2004),
                              Storage   Technology   Corporation   (computer   equipment   company)
                              (1991-2003)  and  International  Family   Entertainment   (television
                              channel)  (1992-1997);  U.S.  Senator  (January  1979-January  1991).
                              Oversees 39 portfolios in the OppenheimerFunds complex.
----------------------------- ---------------------------------------------------------------------- ---------------------------
----------------------------- ---------------------------------------------------------------------- ---------------------------
George C. Bowen,              Assistant  Secretary  and  Director of  Centennial  Asset  Management  Over $100,000
Trustee since 2008            Corporation  (December  1991-April  1999);  President,  Treasurer and
Age: 71                       Director of Centennial  Capital  Corporation  (June 1989-April 1999);
                              Chief Executive Officer and Director of
                              MultiSource Services, Inc. (March 1996-April
                              1999); Mr. Bowen held several positions with the
                              Manager and with subsidiary or affiliated
                              companies of the Manager (September 1987-April
                              1999). Oversees 39 portfolios in the
                              OppenheimerFunds complex.
----------------------------- ---------------------------------------------------------------------- ---------------------------
----------------------------- ---------------------------------------------------------------------- ---------------------------
Edward L. Cameron,            Member  of  The  Life  Guard  of  Mount  Vernon  (George   Washington  Over $100,000
Trustee since 2008            historical   site)   (June   2000   -   June   2006);    Partner   of
Age: 69                       PricewaterhouseCoopers  LLP (accounting  firm) (July 1974-June 1999);
                              Chairman of Price Waterhouse LLP Global Investment
                              Management Industry Services Group (financial
                              services firm) (July 1994-June 1998). Oversees 39
                              portfolios in the OppenheimerFunds complex.
----------------------------- ---------------------------------------------------------------------- ---------------------------
----------------------------- ---------------------------------------------------------------------- ---------------------------
Jon S. Fossel,                Director  of  UNUMProvident  (insurance  company)  (since June 2002);  Over $100,000
Trustee since 2008            Director of Northwestern  Energy Corp.  (public utility  corporation)
Age: 66                       (since  November  2004);  Director of P.R.  Pharmaceuticals  (October
                              1999-October  2003);   Director  of  Rocky  Mountain  Elk  Foundation
                              (non-profit  organization)  (February 1998-February 2003 and February
                              2005-February  2007);  Chairman and Director (until October 1996) and
                              President and Chief  Executive  Officer  (until  October 1995) of the
                              Manager;  President,  Chief  Executive  Officer  and  Director of the
                              following:  Oppenheimer  Acquisition  Corp.  ("OAC")  (parent holding
                              company of the Manager),  Shareholders Services, Inc. and Shareholder
                              Financial   Services,   Inc.   (until  October  1995).   Oversees  39
                              portfolios in the OppenheimerFunds complex.
----------------------------- ---------------------------------------------------------------------- ---------------------------
----------------------------- ---------------------------------------------------------------------- ---------------------------
Sam Freedman,                 Director  of  Colorado  UpLIFT   (charitable   organization)   (since  Over $100,000
Trustee since 2008            September  1984).  Mr.  Freedman  held  several  positions  with  the
Age: 67                       Manager and with  subsidiary or  affiliated  companies of the Manager
                              (until October 1994).  Oversees 39 portfolios in the OppenheimerFunds
                              complex.
----------------------------- ---------------------------------------------------------------------- ---------------------------
----------------------------- ---------------------------------------------------------------------- ---------------------------
Richard F. Grabish,           Formerly  Senior Vice  President and Assistant  Director of Sales and  None
Trustee since 2008            Marketing (March 1997-December  2007),  Director (March 1987-December
Age: 59                       2007) and Manager of Private Client  Services (June  1985-June  2005)
                              of A.G.  Edwards & Sons, Inc.  (broker/dealer  and investment  firm);
                              Chairman and Chief Executive  Officer of A.G.  Edwards Trust Company,
                              FSB (March 2001-December  2007);  President and Vice Chairman of A.G.
                              Edwards Trust Company,  FSB (investment  adviser)  (April  1987-March
                              2001);  President of A.G.  Edwards  Trust  Company,  FSB  (investment
                              adviser)  (June  2005-December  2007).  Oversees 17 portfolios in the
                              OppenheimerFunds complex.
----------------------------- ---------------------------------------------------------------------- ---------------------------
----------------------------- ---------------------------------------------------------------------- ---------------------------
Beverly L. Hamilton,          Trustee of Monterey Institute for International  Studies (educational  None
Director since 2008           organization)  (since  February  2000);  Board  Member of  Middlebury
Age: 61                       College (educational  organization)  (since December 2005);  Director
                              of The California Endowment (philanthropic
                              organization) (since April 2002); Director
                              (February 2002-2005) and Chairman of Trustees
                              (2006-2007) of the Community Hospital of Monterey
                              Peninsula; Director (October 1991-2005) and Vice
                              Chairman (since 2006) of American Funds' Emerging
                              Markets Growth Fund, Inc. (mutual fund); President
                              of ARCO Investment Management Company (February
                              1991-April 2000); Member of the investment
                              committees of The Rockefeller Foundation
                              (2001-2006) and The University of Michigan (since
                              2000); Advisor at Credit Suisse First Boston's
                              Sprout venture capital unit (venture capital fund)
                              (1994-January 2005); Trustee of MassMutual
                              Institutional Funds (investment company)
                              (1996-June 2004); Trustee of MML Series Investment
                              Fund (investment company) (April 1989-June 2004);
                              Member of the investment committee of Hartford
                              Hospital (2000-2003); and Advisor to Unilever
                              (Holland) pension fund (2000-2003). Oversees 39
                              portfolios in the OppenheimerFunds complex
----------------------------- ---------------------------------------------------------------------- ---------------------------
----------------------------- ---------------------------------------------------------------------- ---------------------------
Robert J. Malone,             Board  of  Directors  of  Opera   Colorado   Foundation   (non-profit  Over $100,000
Trustee since 2008            organization) (since March 2008);  Director of Jones Knowledge,  Inc.
Age: 63                       (since   2006);   Director   of   Jones   International    University
                              (educational organization) (since August 2005);
                              Chairman, Chief Executive Officer and Director of
                              Steele Street Bank & Trust (commercial banking)
                              (since August 2003); Director of Colorado UpLIFT
                              (charitable organization) (since 1986); Trustee of
                              the Gallagher Family Foundation (non-profit
                              organization) (since 2000); Former Chairman of
                              U.S. Bank-Colorado (subsidiary of U.S. Bancorp and
                              formerly Colorado National Bank) (July 1996-April
                              1999); Director of Commercial Assets, Inc. (real
                              estate investment trust) (1993-2000); Director of
                              Jones Knowledge, Inc. (2001-July 2004); and
                              Director of U.S. Exploration, Inc. (oil and gas
                              exploration) (1997-February 2004). Oversees 39
                              portfolios in the OppenheimerFunds complex.
----------------------------- ---------------------------------------------------------------------- ---------------------------
----------------------------- ---------------------------------------------------------------------- ---------------------------
F. William Marshall, Jr., Trustee of MassMutual Select Funds (formerly
MassMutual Over $100,000 Trustee since 2008 Institutional Funds) (investment
company) (since 1996) and MML Age: 66 Series Investment Fund (investment
company) (since 1996); Trustee of
                              Worcester Polytech Institute (since 1985);
                              Chairman (since 1994) of the Investment Committee
                              of the Worcester Polytech Institute (private
                              university); President and Treasurer of the SIS
                              Funds (private charitable fund) (since January
                              1999); Chairman of SIS & Family Bank, F.S.B.
                              (formerly SIS Bank) (commercial bank) (January
                              1999-July 1999); and Executive Vice President of
                              Peoples Heritage Financial Group, Inc. (commercial
                              bank) (January 1999-July 1999). Oversees 41
                              portfolios in the OppenheimerFunds complex.*
----------------------------- ---------------------------------------------------------------------- ---------------------------
*    Includes two open-end investment companies: MassMutual Select Funds and MML
     Series Investment Fund. In accordance with the instructions for SEC Form
     N-1A, for purposes of this section only, MassMutual Select Funds and MML
     Series Investment Fund are included in the "Fund Complex." The Manager does
     not consider MassMutual Select Funds and MML Series Investment Fund to be
     part of the OppenheimerFunds' "Fund Complex" as that term may be otherwise
     interpreted.

         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 for an indefinite term, or until his
resignation, retirement, death or removal. He serves as an officer for an
indefinite term, which would end: (a) upon the request of the Board, (b) if he
is no longer an officer of the Manager., (c) if a material change in his duties
occurs that are inconsistent with a position as officer the Fund, or (d) upon
his resignation, retirement, or death. Mr. Murphy was elected as a Trustee of
the Funds with the understanding that in the event he ceases to be the chief
executive officer of the Manager, he will resign as a Trustee of the Funds and
the other Board II Funds (defined below) for which he is a director or trustee.

--------------------------------------------------------------------------------------------------------------------------------
                                                Interested Trustee and Officer
--------------------------------------------------------------------------------------------------------------------------------
----------------------------- ---------------------------------------------------------------------- ---------------------------
Name, Position(s) Held with   Principal Occupation(s) During the Past 5 Years; Other                 Aggregate Dollar Range Of
the Funds, Length of          Trusteeships/Directorships Held; Number of Portfolios in the Fund      Shares Beneficially Owned
Service, Age                  Complex Currently Overseen                                                in Supervised Funds
----------------------------- ---------------------------------------------------------------------- ---------------------------
----------------------------- ---------------------------------------------------------------------- ---------------------------
                                                                                                       As of December 31, 2007
----------------------------- ---------------------------------------------------------------------- ---------------------------
----------------------------- ---------------------------------------------------------------------- ---------------------------
John V. Murphy, Chairman, Chief Executive Officer and Director of the Manager
(since Over $100,000 Trustee since 2008 and June 2001); President of the Manager
(September 2000-March 2007); President and Principal President and director or
trustee of other Oppenheimer funds; Executive Officer since 2008 President and
Director of Oppenheimer Acquisition Corp. ("OAC") (the Age: 59 Manager's parent
holding company) and of Oppenheimer Partnership
                              Holdings, Inc. (holding company subsidiary of the
                              Manager) (since July 2001); Director of
                              OppenheimerFunds Distributor, Inc. (subsidiary of
                              the Manager) (November 2001-December 2006);
                              Chairman and Director of Shareholder Services,
                              Inc. and of Shareholder Financial Services, Inc.
                              (transfer agent subsidiaries of the Manager)
                              (since July 2001); President and Director of
                              OppenheimerFunds Legacy Program (charitable trust
                              program established by the Manager) (since July
                              2001); Director of the following investment
                              advisory subsidiaries of the Manager: OFI
                              Institutional Asset Management, Inc., Centennial
                              Asset Management Corporation, Trinity Investment
                              Management Corporation and Tremont Capital
                              Management, Inc. (since November 2001),
                              HarbourView Asset Management Corporation and OFI
                              Private Investments, Inc. (since July 2001);
                              President (since November 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); Chairman (since October 2007) and
                              Member of the Investment Company Institute's Board
                              of Governors (since October 2003).Oversees 103
                              portfolios in the OppenheimerFunds complex..
----------------------------- ---------------------------------------------------------------------- ---------------------------

     The  addresses  of the  officers  in the chart  below are as  follows:  for
Messrs. Schadt, Webman, Wolfgruber,  Leavy and Zack and Ms. Bloomberg, Two World
Financial Center, 225 Liberty Street, New York, New York 10281-1008, for Messrs.
Petersen,  Szilagyi,  Vandehey  and Wixted and Ms.  Ives,  6803 S.  Tucson  Way,
Centennial,  Colorado  80112-3924.  Each officer serves for an indefinite  term,
which  would end:  (a) upon the  request  of the  Board,  (b) if he or she is no
longer an officer of the Manager., (c) if a material change in his or her duties
occurs that are  inconsistent  with a position as officer the Fund,  or (d) upon
his or her resignation, retirement, or death.

----------------------------------------------------------------------------------------------------------------------------
                                                Other Officers of the Funds
----------------------------------------------------------------------------------------------------------------------------
------------------------------------------ ---------------------------------------------------------------------------------
Name, Position(s) Held with the Funds,     Principal Occupation(s) During Past 5 Years
Length of Service, Age
------------------------------------------ ---------------------------------------------------------------------------------
------------------------------------------ ---------------------------------------------------------------------------------
Rudi Schadt                                Vice  President,  Director of Equity  Analytics  and Risk in Product  Design and
Vice  President  and  Portfolio   Manager  Risk  Management  of the  Manager  since  February  2002.  Director  and  Senior
since 2008                                 Quantitative  Analyst at UBS Asset Management  (2000-2001).  A portfolio manager
Age: 50                                    and officer of 14 portfolios in the OppenheimerFunds complex
------------------------------------------ ---------------------------------------------------------------------------------
------------------------------------------ ---------------------------------------------------------------------------------
Jerry Webman Chief Economist of the Manager since 2006; Senior Vice President
since February Vice President and Portfolio Manager 1996 and Senior Investment
Officer and Director since 1997 of the Manager's since 2008 Fixed Income
Investments; Senior Vice President of HarbourView Asset Management Age: 58
Corporation since May 1999. A portfolio manager and officer of 11 portfolios
                                           in the OppenheimerFunds complex
------------------------------------------ ---------------------------------------------------------------------------------
------------------------------------------ ---------------------------------------------------------------------------------
Kurt Wolfgruber                            President since March 2007 and Chief Investment  Officer and Director since July
Vice President and Portfolio Manager       2003 of the Manager;  Executive Vice President of the Manager (March  2003-March
since 2008                                 2007);  Director  of  HarbourView  Asset  Management   Corporation  and  of  OFI
Age: 57                                    Institutional  Asset  Management,  Inc. (since June 2003) and of Tremont Capital
                                           Management,  Inc.  (since October  2001). A portfolio  manager and officer of 11
                                           portfolios in the OppenheimerFunds complex
------------------------------------------ ---------------------------------------------------------------------------------
------------------------------------------ ---------------------------------------------------------------------------------
Christopher Leavy                          Director of Equities  since January 2007;  Senior Vice  President of the Manager
Vice President and Portfolio Manager       since  September  2000.   Portfolio   manager  of  Morgan  Stanley  Dean  Witter
since 2008                                 Investment Management  (1997-September 2000). A portfolio manager and officer of
Age: 37                                    15 portfolios in the OppenheimerFunds complex.
------------------------------------------ ---------------------------------------------------------------------------------
------------------------------------------ ---------------------------------------------------------------------------------
Mark S. Vandehey,                          Senior Vice President and Chief  Compliance  Officer of the Manager (since March
Vice President and Chief Compliance        2004);  Chief  Compliance  Officer  of   OppenheimerFunds   Distributor,   Inc.,
Officer since 2008                         Centennial Asset Management and Shareholder  Services,  Inc. (since March 2004);
Age: 57                                    Vice  President  of  OppenheimerFunds   Distributor,   Inc.,   Centennial  Asset
                                           Management Corporation and Shareholder Services,  Inc. (since June 1983); Former
                                           Vice  President  and  Director of Internal  Audit of the Manager  (1997-February
                                           2004). An officer of 103 portfolios in the OppenheimerFunds complex.
------------------------------------------ ---------------------------------------------------------------------------------
------------------------------------------ ---------------------------------------------------------------------------------
Brian W. Wixted,                           Senior  Vice  President  and  Treasurer  of  the  Manager  (since  March  1999);
Treasurer and Principal Financial &        Treasurer  of  the  following:   HarbourView   Asset   Management   Corporation,
Accounting Officer since 2008              Shareholder Financial Services,  Inc.,  Shareholder Services,  Inc., Oppenheimer
Age: 48                                    Real Asset Management,  Inc. and Oppenheimer  Partnership Holdings,  Inc. (since
                                           March 1999), OFI Private Investments,
                                           Inc. (since March 2000),
                                           OppenheimerFunds International Ltd.
                                           and OppenheimerFunds plc (since May
                                           2000), OFI Institutional Asset
                                           Management, Inc. (since November
                                           2000), and OppenheimerFunds Legacy
                                           Program (charitable trust program
                                           established by the Manager) (since
                                           June 2003); Treasurer and Chief
                                           Financial Officer of OFI Trust
                                           Company (trust company subsidiary of
                                           the Manager) (since May 2000);
                                           Assistant Treasurer of the following:
                                           OAC (since March 1999), Centennial
                                           Asset Management Corporation (March
                                           1999-October 2003) and
                                           OppenheimerFunds Legacy Program
                                           (April 2000-June 2003). An officer of
                                           103 portfolios in the
                                           OppenheimerFunds complex.
------------------------------------------ ---------------------------------------------------------------------------------
------------------------------------------ ---------------------------------------------------------------------------------
Brian Petersen,                            Vice President of the Manager (since  February  2007);  Assistant Vice President
Assistant Treasurer since 2008             of  the  Manager  (August   2002-February   2007);   Manager/Financial   Product
Age: 37                                    Accounting  of  the  Manager  (November  1998-July  2002).  An  officer  of  103
                                           portfolios in the OppenheimerFunds complex
------------------------------------------ ---------------------------------------------------------------------------------
------------------------------------------ ---------------------------------------------------------------------------------
Brian C. Szilagyi,                         Assistant  Vice  President  of  the  Manager  (since  July  2004);  Director  of
Assistant Treasurer since 2008             Financial  Reporting and Compliance of First Data  Corporation  (April 2003-July
Age: 38                                    2004);  Manager of  Compliance  of Berger  Financial  Group LLC (May  2001-March
                                           2003). An officer of 103 portfolios
in the OppenheimerFunds complex.
------------------------------------------ ---------------------------------------------------------------------------------
------------------------------------------ ---------------------------------------------------------------------------------
Robert G. Zack                             Executive Vice President  (since January 2004) and General  Counsel (since March
Vice President and Secretary since 2008    2002) of the Manager;  General  Counsel and Director of the  Distributor  (since
Age: 59                                    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).
                                           An officer of 103 portfolios in the OppenheimerFunds complex.
------------------------------------------ ---------------------------------------------------------------------------------
------------------------------------------ ---------------------------------------------------------------------------------
Kathleen T. Ives                           Vice President  (since June 1998),  Deputy General  Counsel (since May 2008) and
Assistant Secretary since 2008             Assistant  Secretary (since October 2003) of the Manager;  Vice President (since
Age: 42                                    1999)  and  Assistant   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); Senior Counsel
                                           of the Manager (October 2003-May
                                           2008). An officer of 103 portfolios
                                           in the OppenheimerFunds complex.
------------------------------------------ ---------------------------------------------------------------------------------
------------------------------------------ ---------------------------------------------------------------------------------
Lisa I. Bloomberg,                         Vice President  (since 2004) and Deputy General Counsel (since May 2008); of the
Assistant Secretary since 2008             Manager;  Associate  Counsel of the  Manager  (May  2004-May  2008);  First Vice
Age: 40                                    President  (April   2001-April   2004),   Associate  General  Counsel  (December
                                           2000-April  2004) of UBS Financial  Services,  Inc. An officer of 103 portfolios
                                           in the OppenheimerFunds complex.
------------------------------------------ ---------------------------------------------------------------------------------

Remuneration of the Officers and Trustees.  The officers and the interested
Trustee of the Funds, who are affiliated with the Manager,  receive no salary or
fee from the Funds. It is estimated that each  Independent  Trustee of the Funds
will receive the Aggregate  Compensation  from the Funds shown below for serving
as a Trustee and member of a committee  (if  applicable),  with  respect to each
Fund's first fiscal year. The total compensation from the Funds and fund complex
represents  compensation  received  for  serving  as a Trustee  and  member of a
committee  (if  applicable)  of the  Boards of the Funds and other  funds in the
OppenheimerFunds complex during the calendar year ended December 31, 2007.

------------------------------------------------ ------------------------------------ ---------------------------------
Name of Trustee and Other Fund Position(s) (as    ESTIMATED Aggregate Compensation      Total Compensation From the
                                                                                         Funds and Fund Complex(2)
                                                   From the Funds (1) Fiscal year                Year ended
applicable)                                            ended October 31, 2009                December 31, 2007
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
William L. Armstrong                                            $___                              $228,062
Chairman of the Board and
Governance Committee Member
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
George C. Bowen                                                 $___                              $158,000
Audit Committee Member
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
Edward L. Cameron                                               $___                              $189,600
Audit Committee Chairman
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
Jon S. Fossel                                                   $___                              $161,423
Review Committee Member
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
Sam Freedman                                                    $___                              $178,277
Review Committee Chairman
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
Richard Grabish(3)                                              $___                              $14,732
Review Committee Member
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
Beverly Hamilton                                               $___(4)                            $158,000
Review Committee Member and
Governance Committee Member
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
Robert J. Malone                                               $___(5)                            $181,700
Governance Committee Chairman and
Audit Committee Member
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
F. William Marshall, Jr.
Audit Committee Member and Governance                           $___                           $239,664((4))
Committee Member
------------------------------------------------ ------------------------------------ ---------------------------------
1.   "Aggregate Compensation From the Fund" includes fees and deferred
     compensation, if any.
2.   In accordance with SEC regulations, for purposes of this section only,
     "Fund Complex" includes the Oppenheimer funds, the MassMutual Institutional
     Funds, the MassMutual Select Funds and the MML Series Investment Fund, the
     investment adviser for which is the indirect parent company of the Fund's
     Manager. The Manager also serves as the Sub-Adviser to the following:
     MassMutual Premier International Equity Fund, MassMutual Premier Main
     Street Fund, MassMutual Premier Strategic Income Fund, MassMutual Premier
     Capital Appreciation Fund, and MassMutual Premier Global Fund. The Manager
     does not consider MassMutual Institutional Funds, MassMutual Select Funds
     and MML Series Investment Fund to be part of the OppenheimerFunds' "Fund
     Complex" as that term may be otherwise interpreted.
3.   Mr. Grabish serves as Trustee for only the following funds: Centennial
     California Tax Exempt Trust, Centennial Government Trust, Centennial Money
     Market Trust, Centennial New York Tax Exempt Trust, Centennial Tax Exempt
     Trust, Oppenheimer Core Bond Fund, Oppenheimer Limited Term Government
     Fund, Panorama Series Fund, Inc., Oppenheimer Principal Protected Trust,
     Oppenheimer Principal Protected Trust II, Oppenheimer Principal Protected
     Trust III, Oppenheimer Senior Floating Rate Fund, Oppenheimer Portfolio
     Series Fixed Income Active Allocation Fund and Oppenheimer Master Loan
     Fund, LLC.
4.   Includes $____ deferred by Ms. Hamilton under the "Compensation Deferral
     Plan" described below.
5.   Includes $81,664 compensation paid to Mr. Marshall for serving as a Trustee
     for MassMutual Select Funds and MML Series Investment Fund.

|X| Compensation Deferral Plan For Trustees. The Board of Trustees has adopted a
Compensation Deferral Plan for Independent Trustees that enables them to elect
to defer receipt of all or a portion of the annual fees they are entitled to
receive from 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 will be determined based upon the amount of
compensation deferred and 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 Trustees under the
plan without shareholder approval for the limited purpose of determining the
value of the Trustees' deferred compensation account.

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

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

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

         The Code of Ethics is an exhibit to each Fund's registration statement
filed with the SEC and can be reviewed and copied at the SEC's Public Reference
Room in Washington, D.C. You can obtain information about the hours of operation
of the Public Reference Room by calling the SEC at 1.202.551.8090. The Code of
Ethics can also be viewed as part of each Fund's registration statement on the
SEC's EDGAR database at the SEC's Internet website at www.sec.gov. Copies may be
obtained, after paying a duplicating fee, by electronic request at the following
E-mail address: publicinfo@sec.gov, or by writing to the SEC's Public Reference
Section, Washington, D.C. 20549-0102.

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

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

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

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

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

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

         The Funds pay expenses not expressly assumed by the Manager under the
advisory agreement. The advisory agreement lists examples of expenses paid by
the Funds. The major categories relate to interest, taxes, brokerage
commissions, fees to certain Trustees, legal and audit expenses, custodian and
transfer agent expenses, share issuance costs, certain printing and registration
costs and non-recurring expenses, including litigation costs. Under the
investment advisory agreements, 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 investment advisory agreement states that in the absence of willful
misfeasance, bad faith, gross negligence in the performance of its duties or
reckless disregard of its obligations and duties under the investment advisory
agreement, the Manager is not liable for any loss the Funds sustain in
connection with matters to which the agreement relates.

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

Portfolio Managers. The Funds are managed by a team of investment professionals
that includes Rudi W. Schadt, Jerry A. Webman, Kurt Wolfgruber, and Christopher
Leavy (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 __________ , 2008:

-----------------------------------------------------------------------------------------------------------------
Portfolio Manager                      Total Assets                   Total Assets                Total Assets
                                                                        in Other
                         Registered    in Registered   Other Pooled      Pooled
                         Investment     Investment      Investment     Investment      Other        in Other
                          Companies      Companies       Vehicles       Vehicles     Accounts       Accounts
                           Managed      Managed(1)        Managed        Managed    Managed(2)     Managed(2)
-----------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------
Christopher Leavy
-----------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------
Rudi Schadt
-----------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------
Jerry Webman
-----------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------
Kurt Wolfgruber
-----------------------------------------------------------------------------------------------------------------
1.  In millions
2.  Does not include personal accounts of portfolio managers and their families,
    which are subject to the Code of Ethics.


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

         |X| Compensation of the Portfolio Managers. The Portfolio Managers are
employed and compensated by the Manager, not the Funds. Under the Manager's
compensation program for its portfolio managers and portfolio analysts, their
compensation is based primarily on the investment performance results of the
Funds and accounts they manage, rather than on the financial success of the
Manager. This is intended to align the portfolio managers' and analysts'
interests with the success of the Funds and accounts and their investors. The
Manager's compensation structure is designed to attract and retain highly
qualified investment management professionals and to reward individual and team
contributions toward creating shareholder value. As of ______, 2008, each
Portfolio Manager's compensation consisted of three elements: a base salary, an
annual discretionary bonus and eligibility to participate in long-term awards of
options and appreciation rights in regard to the common stock of the Manager's
holding company parent. Senior portfolio managers may also be eligible to
participate in the Manager's deferred compensation plan. Portfolio Managers who
are responsible for duties as senior executives of the Manager may also receive
compensation for the performance of their duties in that separate capacity.

         The base pay component of each portfolio manager is reviewed regularly
to ensure that it reflects the performance of the individual, is commensurate
with the requirements of the particular portfolio, reflects any specific
competence or specialty of the individual manager, and is competitive with other
comparable positions. The annual discretionary bonus is determined by senior
management of the Manager and is based on a number of factors, which may include
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
a Fund and other funds managed by the Portfolio Managers. The compensation
structure of certain other portfolios managed by the Portfolio Managers may be
different from the compensation structure of the Underlying Funds, described
above. The Portfolio Manager's compensation with regard to those portfolios may,
under certain circumstances, include an amount based on the amount of the
management fee.

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


            Brokerage Policies of the Funds

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

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

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

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

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

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

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

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

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

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

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

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

                  Distribution and Service Plans

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

Distribution and Service Plans. Each Fund has adopted a Service Plan for Class A
shares and Distribution and Service Plans for Class 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. That approval must be by a "majority" (as defined in
the Investment Company Act) of the shares of each Class, voting separately by
class.

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

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

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

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

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

         Any unreimbursed expenses the Distributor incurs with respect to Class
A shares in any fiscal year cannot be recovered in subsequent years. The
Distributor may not use payments received under the Class A plan to pay any of
its interest expenses, carrying charges, or other financial costs, or allocation
of overhead.

         |X| Class 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 C or
Class N shares are purchased. After the first year 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 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 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 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 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 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 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 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 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 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 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 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 C or Class N
plan were to be terminated by a Fund, the Fund's Board of Trustees may allow the
Fund to continue payments of the asset-based sales charge to the Distributor for
distributing shares prior to the termination of the plan.

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

                  Payments to Fund Intermediaries

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

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

o             Payments made by the Fund, or by an investor buying or selling
              shares of the Fund may include:
o             depending on the share class that the investor selects, contingent
              deferred sales charges or initial front-end sales charges, all or
              a portion of which front-end sales charges are payable by the
              Distributor to financial intermediaries (see "About Your Account"
              in the Prospectus);
o             ongoing asset-based payments attributable to the share class
              selected, including fees payable under the Fund's distribution
              and/or service plans adopted under Rule 12b-1 under the Investment
              Company Act, which are paid from the Funds' assets and allocated
              to the class of shares to which the plan relates (see "About the
              Fund -- Distribution and Service Plans" above);
o             shareholder servicing payments for providing omnibus accounting,
              recordkeeping, networking, sub-transfer agency or other
              administrative or shareholder services, including retirement plan
              and 529 plan administrative services fees, which are paid from the
              assets of a Fund as reimbursement to the Manager or Distributor
              for expenses they incur on behalf of the Fund.
o        Payments made by the Manager or Distributor out of their respective
         resources and assets, which may include profits the Manager derives
         from investment advisory fees paid by the Fund. These payments are made
         at the discretion of the Manager and/or the Distributor. These
         payments, often referred to as "revenue sharing" payments, may be in
         addition to the payments by the Fund listed above.
o             These types of payments may reflect compensation for marketing
              support, support provided in offering the Funds or other
              Oppenheimer funds through certain trading platforms and programs,
              transaction processing or other services;
o             The Manager and Distributor each may also pay other compensation
              to the extent the payment is not prohibited by law or by any
              self-regulatory agency, such as FINRA. Payments are made based on
              the guidelines established by the Manager and Distributor, subject
              to applicable law.

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

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

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

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

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

         For the year ended December 31, 2007, the following financial
intermediaries that are broker-dealers offering shares of the Oppenheimer funds,
and/or their respective affiliates, received revenue sharing or similar
distribution-related payments from the Manager or Distributor for marketing or
program support:

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

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

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


         Performance of the Funds

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

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

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

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

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

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

         In calculating total returns for Class A shares, the current maximum
sales charge of 5.75% (as a percentage of the offering price) is deducted from
the initial investment ("P" in the formula below) (unless the return is shown
without sales charge, as described below). For Class C shares, the 1.0%
contingent deferred sales charge is deducted for returns for the one-year
period. For Class N shares, the 1.0% contingent deferred sales charge is
deducted for returns for the one-year period.

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

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


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


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


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


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


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


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

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

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

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

         |X| Morningstar Ratings. From time to time the Funds may publish the
star rating of the performance of their classes of shares by Morningstar, Inc.,
an independent mutual funds monitoring service. Morningstar rates mutual funds
in their specialized market sector. The Funds are not yet rated.

         Morningstar proprietary star ratings reflect historical risk-adjusted
total investment return. For each fund with at least a three-year history,
Morningstar calculates a Morningstar Rating(TM) based on a Morningstar
Risk-Adjusted Return measure that accounts for variation in the funds' monthly
performance (including the effects of sales charges, loads, and redemption
fees), placing more emphasis on downward variations and rewarding consistent
performance. The top 10% of funds in each category receive 5 stars, the next
22.5% receive 4 stars, the next 35% receive 3 stars, the next 22.5% receive 2
stars, and the bottom 10% receive 1 star. (Each share class is counted as a
fraction of one fund within this scale and rated separately, which may cause
slight variations in the distribution percentages.) The Overall Morningstar
Rating for a fund is derived from a weighted average of the performance figures
associated with its three-, five-and ten-year (if applicable) Morningstar Rating
metrics.

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

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

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

         From time to time the Funds may include in its advertisements and sales
literature the total return performance of a hypothetical investment account
that includes shares of the Funds and other Oppenheimer funds. The combined
account may be part of an illustration of an asset allocation model or similar
presentation. The account performance may combine total return performance of
the Funds and the total return performance of other Oppenheimer funds included
in the account. Additionally, from time to time, the Funds' advertisements and
sales literature may include, for illustrative or comparative purposes,
statistical data or other information about general or specific market and
economic conditions. That may include, for example,

o information about the performance of certain securities or commodities markets
or segments of those markets, o information about the performance of the
economies of particular countries or regions, o the earnings of companies
included in segments of particular industries, sectors, securities markets,
countries or regions, o the availability of different types of securities or
offerings of securities, o information relating to the gross national or gross
domestic product of the United States or other countries or regions, o
comparisons of various market sectors or indices to demonstrate performance,
risk, or other characteristics of the Funds.

              About Your Account

         How to Buy Shares

Additional information is presented below about the methods that can be used to
buy shares of the Funds. Appendix B contains more information about the special
sales charge arrangements offered by the Funds, and the circumstances in which
sales charges may be reduced or waived for certain classes of investors. The
Fund currently offers only Class A, Class C, Class N and Class Y shares for
sale.

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 $25,000 before an Asset
Builder Plan (described below) can be established on a new account. Shares will
be purchased on the regular business day the Distributor is instructed to
initiate the Automated Clearing House ("ACH") transfer to buy the shares.
Dividends will begin to accrue on shares purchased with the proceeds of ACH
transfers on the business day the Funds receive Federal Funds for the purchase
through the ACH system before the close of the New York Stock Exchange (the
"NYSE"), The NYSE normally closes at 4:00 p.m., but may close earlier on certain
days. If Federal Funds are received on a business day after the close of the
NYSE, the shares will be purchased and dividends will begin to accrue on the
next regular business day. The proceeds of ACH transfers are normally received
by the Funds three days after the transfers are initiated. If the proceeds of
the ACH transfer are not received on a timely basis, the Distributor reserves
the right to cancel the purchase order. The Distributor and the Funds are not
responsible for any delays in purchasing shares resulting from delays in ACH
transmissions.

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

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


Oppenheimer AMT-Free Municipals                               Oppenheimer New Jersey Municipal Fund
Oppenheimer AMT-Free New York Municipals                      Oppenheimer Pennsylvania Municipal Fund
Oppenheimer Balanced Fund                                     Oppenheimer Portfolio Series:
Oppenheimer Baring China Fund                                     Active Allocation Fund
Oppenheimer Baring Japan Fund                                     Equity Investor Fund
Oppenheimer Baring SMA International Fund                         Conservative Investor Fund
Oppenheimer Core Bond Fund                                        Moderate Investor Fund
Oppenheimer California Municipal Fund

                                                              Oppenheimer Portfolio Series Fixed Income Active
                                                              Allocation Fund
Oppenheimer Capital Appreciation Fund                         Oppenheimer Principal Protected Main Street Fund
Oppenheimer Capital Income Fund                               Oppenheimer Principal Protected Main Street Fund II
Oppenheimer Champion Income Fund                              Oppenheimer Principal Protected Main Street Fund III
Oppenheimer Commodity Strategy Total Return Fund              Oppenheimer Quest Balanced Fund
Oppenheimer Convertible Securities Fund                       Oppenheimer Quest International Value Fund, Inc.
Oppenheimer Developing Markets Fund                           Oppenheimer Quest Opportunity Value Fund
Oppenheimer Discovery Fund                                    Oppenheimer Real Estate Fund
Oppenheimer Dividend Growth Fund                              Oppenheimer Rising Dividends Fund, Inc.
Oppenheimer Emerging Growth Fund                              Oppenheimer Rochester Arizona Municipal Fund
Oppenheimer Equity Fund, Inc.                                 Oppenheimer Rochester Maryland Municipal Fund
Oppenheimer Equity Income Fund, Inc.                          Oppenheimer Rochester Massachusetts Municipal Fund
Oppenheimer Global Fund                                       Oppenheimer Rochester Michigan Municipal Fund
Oppenheimer Global Opportunities Fund                         Oppenheimer Rochester Minnesota Municipal Fund
Oppenheimer Global Value Fund                                 Oppenheimer Rochester National Municipals
Oppenheimer Gold & Special Minerals Fund                      Oppenheimer Rochester North Carolina Municipal Fund
Oppenheimer International Bond Fund                           Oppenheimer Rochester Ohio Municipal Fund
Oppenheimer International Diversified Fund                    Oppenheimer Rochester Virginia Municipal Fund
Oppenheimer International Growth Fund                         Oppenheimer Select Value Fund
Oppenheimer International Small Company Fund                  Oppenheimer Senior Floating Rate Fund
Oppenheimer International Value Fund                          Oppenheimer Small- & Mid- Cap Value Fund
Oppenheimer Limited Term California Municipal Fund            Oppenheimer SMA Core Bond Fund
Oppenheimer Limited-Term Government Fund                      Oppenheimer SMA International Bond Fund
Oppenheimer Limited Term Municipal Fund                       Oppenheimer Strategic Income Fund
Oppenheimer Main Street Fund                                  Oppenheimer U.S. Government Trust
Oppenheimer Main Street Opportunity Fund                      Oppenheimer Value Fund
Oppenheimer Main Street Small Cap Fund                        Limited-Term New York Municipal Fund
Oppenheimer MidCap Fund                                       Rochester Fund Municipals

LifeCycle Funds
         Oppenheimer Transition 2010 Fund Oppenheimer Transition 2015 Fund
         Oppenheimer Transition 2020 Fund Oppenheimer Transition 2025 Fund
         Oppenheimer Transition 2030 Fund Oppenheimer Transition 2040 Fund
         Oppenheimer Transition 2050 Fund

And the following money market funds:
Oppenheimer Cash Reserves                                     Centennial Government Trust
Oppenheimer Institutional Money Market Fund                   Centennial Money Market Trust
Oppenheimer Money Market Fund, Inc.                           Centennial New York Tax Exempt Trust
Centennial California Tax Exempt Trust                        Centennial Tax Exempt Trust


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

Letters of Intent. Under a Letter of Intent (a "Letter"), you may be able to
reduce the sales charge rate that applies to your purchases of Class A shares if
you purchase Class A or Class C shares of the Fund or Class A, Class B or Class
C shares of other Oppenheimer funds or Class A, Class B, Class C, Class G and
Class H units purchases in advisor sold Section 529 plans, for which the Manager
or the Distributor serves as the Program Manager or Program Distributor. A
Letter is an investor's statement in writing to the Distributor of his or her
intention to purchase a specified value of those shares or units during a
13-month period (the "Letter period"), which begins on the date of the
investor's first share purchase following the establishment of the Letter. The
sales charge on each purchase of Class A shares during the Letter period will be
at the rate that would apply to a single lump-sum purchase of shares in the
amount intended to be purchased. In submitting a Letter, the investor makes no
commitment to purchase shares. However, if the investor does not fulfill the
terms of the Letter within the Letter period, he or she agrees to pay the
additional sales charges that would have been applicable to the purchases that
were made. The investor agrees that shares equal in value to 2% of the intended
purchase amount will be held in escrow by the Transfer Agent for that purpose,
as described in "Terms of Escrow" below. It is the responsibility of the dealer
of record and/or the investor to advise the Distributor about the Letter when
placing purchase orders during the Letter period. The investor must also notify
the Distributor or his or her financial intermediary of any qualifying 529 plan
holdings.

         To determine whether an investor has fulfilled the terms of a Letter,
the Transfer Agent will count purchases of "qualified" Class A, Class B and
Class C shares and Class A, Class B, Class C, Class G and Class H units during
the Letter period. Purchases of Class N or Class Y shares, purchases made by
reinvestment of dividends or capital gains distributions from the Fund or other
Oppenheimer funds, purchases of Class A shares with redemption proceeds under
the Reinvestment Privilege, and purchases of Class A shares of Oppenheimer Money
Market Fund, Inc. or Oppenheimer Cash Reserves on which a sales charge has not
been paid do not count as "qualified" shares for satisfying the terms of a
Letter. An investor will also be considered to have fulfilled the Letter if the
value of the investor's total holdings of qualified shares on the last day of
the Letter period, calculated at the net asset value on that day, equals or
exceeds the intended purchase amount.

     If the terms of the Letter are not fulfilled within the Letter period, 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 on the first
business day following the expiration of the Letter period to reflect the sales
charge rates that are applicable to the actual total purchases.

     If total eligible purchases during the Letter period exceed the intended
purchase amount and also exceed the amount needed to qualify for the next sales
charge rate reduction (stated in the Prospectus), the sales charges paid may be
adjusted to that lower rate. That adjustment will only be made if and when the
dealer returns to the Distributor the amount of the excess concessions allowed
or paid to the dealer over the amount of concessions that are applicable to the
actual amount of purchases. The reduced sales charge adjustment will be made by
adding to the investors account the number of additional shares that would have
been purchased if the lower sales charge rate had been used. Those additional
shares will be determined using the net asset value per share in effect on the
date of such adjustment.

     By establishing a Letter, the investor agrees to be bound by the terms of
the Prospectus, this SAI and the application used for a Letter, and if those
terms are amended to be bound by the amended terms and that any amendments by
the Fund will apply automatically to existing Letters. Group retirement plans
qualified under section 401(a) of the Internal Revenue Code may not establish a
Letter, however defined benefit plans and Single K sole proprietor plans may do
so.

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

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

         2. If the Letter applies to more than one fund account, the investor
can designate the fund from which shares will be escrowed. If no fund is
selected, the Transfer Agent will escrow shares in the fund account that has the
highest dollar balance on the date of the first purchase under the Letter. If
there are not sufficient shares to cover the escrow amount, the Transfer Agent
will escrow shares in the fund account(s) with the next highest balance(s). If
there are not sufficient shares in the accounts to which the Letter applies, the
Transfer Agent may escrow shares in other accounts that are linked for Right of
Accumulation purposes. Additionally, if there are not sufficient shares
available for escrow at the time of the first purchase under the Letter, the
Transfer Agent will escrow future purchases until the escrow amount is met.

         3. If, during the Letter period, an investor exchanges shares of the
Fund for shares of another fund (as described in the Prospectus section titled
"How to Exchange Shares"), the Fund shares held in escrow will automatically be
exchanged for shares of the other fund and the escrow obligations will also be
transferred to that fund.

         4. If the total purchases under the Letter are less than the intended
purchases specified, on the first business day after the end of the Letter
period the Distributor will redeem escrowed shares equal in value to the
difference between the dollar amount of the sales charges actually paid and the
amount of the sales charges that would have been paid if the total purchases had
been made at a single time. Any shares remaining after such redemption will be
released from escrow.

         5. If the terms of the Letter are fulfilled, the escrowed shares will
be promptly released to the investor at the end of the Letter period.

         6. 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.

Asset Builder Plans. As explained in the Prospectus, you must initially
establish your account with $25,000. Subsequently, you can establish an Asset
Builder Plan to automatically purchase additional shares directly from a bank
account for as little as $50. Shares purchased by Asset Builder Plan payments
from bank accounts are subject to the redemption restrictions for recent
purchases described in the Prospectus. Asset Builder Plans are available only if
your bank is an ACH member. Asset Builder Plans may not be used to buy shares
for OppenheimerFunds employer-sponsored qualified retirement accounts.

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

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

Retirement Plans. Certain types of retirement plans are entitled to purchase
shares of the 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 described in that Appendix apply to retirement
plans whose records are maintained on a daily valuation basis by Merrill Lynch
Pierce Fenner & Smith, Inc. ("Merrill Lynch") or an independent record keeper
that has a contract or special arrangement with Merrill Lynch. If, on the date
the plan sponsor signed the Merrill Lynch record keeping service agreement, the
plan had less than $1 million in assets invested in applicable investments
(other than assets invested in money market funds), then 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 had
$1 million or more in assets but less than $5 million in assets invested in
applicable investments (other than assets invested in money market funds), then
the retirement plan may purchase only Class N shares of the Oppenheimer funds.
If, on the date the plan sponsor signed the Merrill Lynch record keeping service
agreement, the plan had $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 accounts in 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 C or Class N shares and the dividends payable on 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 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 C and
Class N shares have no initial sales charge, the purpose of the deferred sales
charge and asset-based sales charge on 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 $1 million or more
to purchase Class C shares on behalf of a single investor (not including dealer
"street name" or omnibus accounts).

         Class C or Class N shares may not be purchased by a new investor
directly from the Distributor without the investor designating another
registered broker-dealer.

         |X| Class A Shares Subject to a Contingent Deferred Sales Charge. Under
a special arrangement with Distributor, for purchases of Class A shares at net
asset value whether or not subject to a contingent deferred sales charge as
described in the Prospectus, no sales concessions will be paid to the
broker-dealer of record, on sales of Class A shares purchased with the
redemption proceeds of shares of another mutual fund offered as an investment
option in a retirement plan in which Oppenheimer funds are also offered as
investment options, if the purchase occurs more than 30 days after the
Oppenheimer funds are added as an investment option under that plan.
Additionally, that concession will not be paid on Class A shares purchases by a
retirement plan that are made with the redemption proceeds of Class N shares of
an Oppenheimer fund held by the plan for more than 18 months.

         |X| Availability of Class N Shares. In addition to the description of
the types of retirement plans which may purchase Class N shares contained in the
Prospectus, Class N shares also are offered to the following:

o        to all rollover IRAs (including SEP IRAs and SIMPLE IRAs),
o to all rollover contributions made to Individual 401(k) plans, Profit-Sharing
Plans and Money Purchase Pension Plans, o to all direct rollovers from
OppenheimerFunds-sponsored Pinnacle and Ascender retirement plans, o to all
trustee-to-trustee IRA transfers, o to all 90-24 type 403(b) transfers, o to
Group Retirement Plans (as defined in Appendix B to this Statement of Additional
Information) which have entered into a
                  special agreement with the Distributor for that purpose,
o                 to Retirement Plans qualified under Sections 401(a) or 401(k)
                  of the Internal Revenue Code, the recordkeeper or the plan
                  sponsor for which has entered into a special agreement with
                  the Distributor,
o                 to Retirement Plans of a plan sponsor where the aggregate
                  assets of all such plans invested in the Oppenheimer funds is
                  $500,000 or more,
o                 to Retirement Plans with at least 100 eligible employees or
                  $500,000 or more in plan assets,
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 each Fund account with a share balance valued under $500.
The Minimum Balance Fee is automatically deducted from each such Fund account in
September.

         Listed below are certain cases in which the Fund has elected, in its
discretion, not to assess the Fund Account Fees. These exceptions are subject to
change:
o A fund account whose shares were acquired after September 30th of the
prior year;
o Accounts of shareholders who elect to access their account documents
electronically via eDoc Direct;
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 in Networking level 1 and 3 accounts;
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,
Record(k)eeper 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.
o Accounts held in the Portfolio Builder Program which is offered through
certain broker/dealers to qualifying shareholders.

        To access account documents electronically via eDocs Direct, please
visit the Service Center on our website at www.oppenheimerfunds.com and click
the hyperlink "Sign Up for Electronic Document Delivery" under the heading "I
Want To," or call 1.888.470.0862 for instructions.

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

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

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

         Changes in the values of securities traded on foreign exchanges or
markets as a result of events that occur after the prices of those securities
are determined, but before the close of the NYSE, will not be reflected in the
Funds' calculation of its net asset values that day unless the Manager
determines that the event is likely to effect a material change in the value of
the security. The Manager, or an internal valuation committee established by the
Manager, as applicable, may establish a valuation, under procedures established
by the Board and subject to the approval, ratification and confirmation by the
Board at its next ensuing meeting.

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

o        Equity securities traded on a U.S. securities exchange are valued as
follows:
              (1)  if last sale information is regularly reported, they are
                   valued at the last reported sale price on the principal
                   exchange on which they are traded, on that day, or
              (2)  if last sale information is not available on a valuation
                   date, they are valued at the last reported sale price
                   preceding the valuation date if it is within the spread of
                   the closing "bid" and "asked" prices on the valuation date
                   or, if not, at the closing "bid" price on the valuation date.
o             Equity securities traded on a foreign securities exchange
              generally are valued in one of the following ways: (1) at the last
              sale price available to the pricing service approved by the Board
              of Trustees, or (2) at the last sale price obtained by the Manager
              from the report of the principal exchange on which the security is
              traded at its last trading session on or immediately before the
              valuation date, or
              (3)  at the mean between the "bid" and "asked" prices obtained
                   from the principal exchange on which the security is traded
                   or, on the basis of reasonable inquiry, from two market
                   makers in the security.
o             Long-term debt securities having a remaining maturity in excess of
              60 days are valued based on the mean between the "bid" and "asked"
              prices determined by a portfolio pricing service approved by each
              Underlying Fund's Board of Directors/Trustees or obtained by the
              Manager from two active market makers in the security on the basis
              of reasonable inquiry.
o             The following securities are valued at the mean between the "bid"
              and "asked" prices determined by a pricing service approved by
              each Underlying Fund's Board of Directors/Trustees or obtained by
              the Manager from two active market makers in the security on the
              basis of reasonable inquiry:
              (1)  debt instruments that have a maturity of more than 397 days
                   when issued,
              (2)  debt instruments that had a maturity of 397 days or less when
                   issued and have a remaining maturity of more than 60 days,
                   and
              (3)  non-money market debt instruments that had a maturity of 397
                   days or less when issued and which have a remaining maturity
                   of 60 days or less.
o             The following securities are valued at cost, adjusted for
              amortization of premiums and accretion of discounts: (1) money
              market debt securities held by a non-money market funds that had a
              maturity of less than 397 days when
                   issued that have a remaining maturity of 60 days or less, and
              (2) debt instruments held by a money market funds that have a
remaining maturity of 397 days or less. o Securities (including restricted
securities) not having readily-available market quotations are valued at fair
value determined under such Board's procedures. If the Manager is unable to
locate two market makers willing to give quotes, a security may be priced at the
mean between the "bid" and "asked" prices provided by a single active market maker
(which in certain cases may be the "bid" price if no "asked" price is available).

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

         The closing prices in the New York foreign exchange market on a
particular business day that are provided to the Manager by a bank, dealer or
pricing service that the Manager has determined to be reliable are used to value
foreign currency, including forward contracts, and to convert to U.S. dollars
securities that are denominated in foreign currency.

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

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

                  How to Sell Shares

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

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

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

         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. This reinvestment
privilege does not apply to reinvestment purchases made through automatic
investment options.

         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.

         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 C and
Class N contingent deferred sales charge will be followed in determining the
order in which shares are transferred.

Distributions From Retirement Plans. Requests for distributions from
OppenheimerFunds-sponsored IRAs, SEP-IRAs, SIMPLE IRAs, 403(b)(7) custodial
plans, 401(k) plans or pension or profit-sharing plans should be addressed to
"Trustee, OppenheimerFunds Retirement Plans," c/o the Transfer Agent at its
address listed in "How To Sell Shares" in the Prospectus or on the back cover of
this Statement of Additional Information. The request must:

         (1) state the reason for the distribution;
         (2) state the owner's awareness of tax penalties if the distribution is
         premature; and
         (3) conform to the requirements of the plan and the Funds' other
         redemption requirements.

         Participants (other than self-employed plan sponsors) in
OppenheimerFunds-sponsored pension or profit-sharing plans with shares of the
Funds held in the name of the plan or its fiduciary may not directly request
redemption of their accounts. The plan administrator or fiduciary must sign the
request.

         Distributions from pension and profit sharing plans are subject to
special requirements under the Internal Revenue Code and certain documents
(available from the Transfer Agent) must be completed and submitted to the
Transfer Agent before the distribution may be made. Distributions from
retirement plans are subject to withholding requirements under the Internal
Revenue Code, and IRS Form W-4P (available from the Transfer Agent) must be
submitted to the Transfer Agent with the distribution request, or the
distribution may be delayed. Unless the shareholder has provided the Transfer
Agent with a certified tax identification number, the Internal Revenue Code
requires that tax be withheld from any distribution even if the shareholder
elects not to have tax withheld. The Funds, the Manager, the Distributor, and
the Transfer Agent assume no responsibility to determine whether a distribution
satisfies the conditions of applicable tax laws and will not be responsible for
any tax penalties assessed in connection with a distribution.

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

         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
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 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 C or Class N contingent deferred sales
charge is waived as described in Appendix B to this Statement of Additional
Information).

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

         |X| Automatic Exchange Plans. Shareholders can authorize the Transfer
Agent to automatically exchange a pre-determined amount of shares of the Fund
for shares (of the same class) of other Oppenheimer funds that offer the
exchange privilege 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 or calling 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. The prospectus of each of the Oppenheimer funds indicates
which share class or classes that fund offers and provides information about
limitations on the purchase of particular share classes, as applicable for the
particular fund. You can also obtain a current list showing which funds offer
which classes of shares by calling the Distributor at the telephone number
indicated on the front cover of this SAI.

         The Funds may amend, suspend or terminate the exchange privilege at any
time. Although the Funds may impose those changes at any time, it will provide
you with notice of the 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, except in extraordinary circumstances.

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

o When Class A shares of any Oppenheimer fund acquired by exchange of Class A
shares of any Oppenheimer fund purchased subject to a Class A contingent
deferred sales charge are redeemed within 18 months measured from the beginning
of the calendar month of the initial purchase of the exchanged Class A shares,
the Class A contingent deferred sales charge is imposed on the redeemed shares.
Except, however, with respect to Class A shares of Oppenheimer Rochester
National Municipals and Rochester Fund Municipals acquired prior to October 22,
2007, in which case the Class A contingent deferred sales charge is imposed on
the acquired shares if they are redeemed within 24 months measured from the
beginning of the calendar month of the initial purchase of the exchanged Class A
shares.

o When Class A shares of Oppenheimer Rochester National Municipals and Rochester
Fund Municipals acquired prior to October 22, 2007 by exchange of Class A shares
of any Oppenheimer fund purchased subject to a Class A contingent deferred sales
charge are redeemed within 24 months of the beginning of the calendar month of
the initial purchase of the exchanged Class A shares, the Class A contingent
deferred sales charge is imposed on the redeemed shares.

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

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

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

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

o When Class 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 C or Class N contingent deferred sales charge will be followed in
determining the order in which the shares are exchanged. Before exchanging
shares, shareholders should take into account how the exchange may affect any
contingent deferred sales charge that might be imposed in the subsequent
redemption of remaining shares.

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

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

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

         When you exchange some or all of your shares from one fund to another,
any special account features that are available in the new fund (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.

         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.

         Each Fund has adopted a distribution policy pursuant to which the Fund
intends to make monthly cash distributions on or about the 15th day of the
month. A Fund may make an additional distribution at the end of December and
other distributions to satisfy applicable legal requirements. These additional
distributions will be automatically reinvested in shares of the Fund. Any shares
of a Fund purchased through such automatic reinvestment may be redeemed under
the same terms and conditions that apply to redemption of all other shares of
the Fund.

Each monthly cash distribution in a given calendar year will equal a targeted
amount per share determined in December of the previous calendar year. For the
Target Distribution Fund, the targeted amount per share will be based on an
annual rate of 6% of the average daily net asset value of Class A shares of the
Fund over a rolling five-year period ending November 30 of the previous calendar
year. For the Target Distribution & Growth Fund, the targeted amount per share
will be based on an annual rate of 4% of the average daily net asset value of
Class A shares of the Fund over a rolling five-year period ending November 30 of
the previous calendar year. The monthly cash distributions paid to Class C,
Class N and Class Y shareholders will be based on the average daily net asset
value of Class A shares over a rolling five-year period but will be adjusted to
reflect class level expenses incurred during the month. The amount of a monthly
cash distribution to shareholders of a particular class of shares will equal an
amount per share times the number of shares of that class of they own on the
record date, calculated as follows:

Target Distribution & Growth Fund
                                                      Average daily net asset value of             Number of shares
Monthly Distribution                  4%                class A shares of shares over             of that class held
                                                        5-year period (as adjusted to       x       by shareholder
                        =                          x       reflect class expenses)
                              -------------------
                              -------------------
                                      12


Target Distribution Fund

                                                         Average daily net asset value of              Number of shares of
Monthly Distribution                 6%               class A shares over 5-year period (as             that class held by
                                                       adjusted to reflect class expenses)       x         shareholder
                        =                        x
                              ------------------ ---- --------------------------------------- -------- ---------------------
                              ------------------ ---- --------------------------------------- -------- ---------------------
                                     12

         Because Class A shares will typically have a lower expense ratio, and
thus will typically have a higher net asset value per share, than Class C and
Class N shares, it is expected that the monthly cash distribution amount per
Class A share will be larger than that paid with respect to Class C and Class N
shares. Because Class Y shares typically have the lowest expense ratio among a
Fund's classes of shares, it is expected that the monthly cash distribution paid
with respect to Y shares will be greater than the amount paid with respect to
Class A, Class C and Class N shares of the Fund.

         A Fund's target distribution policy will not result in distributions
that equal a fixed percentage of the Fund's current net asset values per share
or a fixed percentage of a shareholder's current account value. Instead,
shareholders of a particular class of shares are expected to receive a monthly
distribution in an amount that is based on the fixed monthly distribution per
share times the number of shares of that class they own on the record date.

         The formulas shown above will be adjusted until a Fund has established
five years of history. In the first calendar year of a Fund, monthly cash
distribution with respect to a particular class of shares will be based on the
initial NAV of that class. In the second calendar year, monthly cash
distributions will be based on the average daily net asset value of the class
for the year ending on November 30 of the previous year. In the third calendar
year, monthly cash distributions will be based on the average daily net asset
value of the class for the rolling two-year period ending on November 30 of the
previous year. In the fourth calendar year, monthly cash distributions will be
based on the average daily net asset value of the class for the rolling
three-year period ending on November 30 of the previous year. In the fifth year
of the Fund, monthly cash distributions will be based on the average daily net
asset value of the class for the rolling four-year period ending on November 30
of the previous year.

         Each Fund expects to distribute to its shareholders substantially all
of its net investment income (that is, taxable interest, dividends, and other
taxable ordinary income, net of expenses) and capital gain net income (that is,
the excess of net long-term capital gains over net short-term capital losses).
Because each Fund expects to make targeted monthly cash distributions in the
manner described above, a Fund may not have sufficient income from dividends,
interest and distributable capital gains to pay the targeted distribution rate.
Therefore, the Fund's policy of paying monthly cash distributions may result in
a return of capital to shareholders (i.e., shareholders may receive a portion of
their investment back in the form of distributions).

         Neither Fund will begin making monthly distributions until the Fund has
been in operation for a full calendar month. The amount of a Fund's monthly
distributions in a given calendar year may be changed or monthly distributions
may be temporarily discontinued by the Fund's Board of Trustees at any time
during the year if the Board determines that such action is in the best
interests of the Fund and its shareholders. Shareholders will receive at least
60 days' advance notice of any such change.

         Dividends, distributions and proceeds of the redemption of a Fund's
shares represented by checks returned to the Transfer Agent by the Postal
Service as undeliverable will be invested in shares of the Fund. Reinvestment
will be made as promptly as possible after the return of such checks to the
Transfer Agent, to enable the investor to earn a return on otherwise idle funds.
Unclaimed accounts may be subject to state escheatment laws, and the Fund and
the Transfer Agent will not be liable to shareholders or their representatives
for compliance with those laws in good faith.

         Some of the Underlying Funds have no fixed dividend rate and there can
be no assurance as to the payment of any dividends or the realization of any
capital gains.

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

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

         Generally, the character of the income or capital gains that the Funds
receive from the Underlying Funds will pass through to the Funds' shareholders
as long as the Funds and Underlying Funds continue to qualify as regulated
investment companies. However, short-term capital gains received from the
Underlying Funds will be taxed as ordinary income to the Funds and therefore may
not be offset against long-term capital losses of the Funds and foreign tax
credits or deductions passed through by the Underlying Funds may not "pass
through" to the Funds' shareholders. Additionally, the redemption of Underlying
Fund shares by the Funds may be more frequently characterized as a dividend as
opposed to a sale or exchange of shares under tax rules applicable to
redemptions, thereby resulting in ordinary income without basis offset for the
redeeming Fund rather than capital gain. This will have the effect of increasing
the amount of ordinary income the Funds must distribute to shareholders.

         Qualification as a Regulated Investment Company. The Funds have elected
to be taxed as regulated investment companies under Subchapter M of the Internal
Revenue Code of 1986, as amended. As regulated investment companies, the Funds
are not subject to federal income tax on the portion of their net investment
income (that is, taxable interest, dividends, and other taxable ordinary income,
net of expenses) and capital gain net income (that is, the excess of net
long-term capital gains over net short-term capital losses) that they distribute
to shareholders. Qualification as a regulated investment company enables a Fund
to "pass through" its income and realized capital gains to shareholders without
having to pay tax on them. This avoids a "double tax" on that income and capital
gains, since shareholders normally will be taxed on the dividends and capital
gains they receive from a Fund (unless Fund shares are held in a retirement
account or the shareholder is otherwise exempt from tax).

         The Internal Revenue Code contains a number of complex tests relating
to qualification that a Fund might not meet in a particular year. If a Fund did
not qualify as a regulated investment company, it would be treated for tax
purposes as an ordinary corporation and would receive no tax deduction for
payments made to shareholders.

         To qualify as a regulated investment company, a Fund must distribute at
least 90% of its investment company taxable income (in brief, net investment
income and the excess of net short-term capital gain over net long-term capital
loss) for the taxable year. Each Fund must also satisfy certain other
requirements of the Internal Revenue Code, some of which are described below.
Distributions by a Fund made during the taxable year or, under specified
circumstances, within 12 months after the close of the taxable year, will be
considered distributions of income and gains for the taxable year and will
therefore count toward satisfaction of the above-mentioned requirement.

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

         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. 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.

         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 you may exchange shares.
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 or his or her financial intermediary 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 these Funds 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 Fund_________  audits the
Fund's   financial   statements  and  performs  other  related  audit  services.
___________ also acts as the independent  registered  public accounting firm for
the Manager and certain other funds  advised by the Manager and its  affiliates.
Audit  and  non-audit  services  provided  by  ___________  to the Fund  must be
pre-approved by the Audit Committee.






                                   Appendix A

RATINGS DEFINITIONS

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

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

LONG-TERM RATINGS: BONDS AND PREFERRED STOCK ISSUER RATINGS

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

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

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

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

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

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

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

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

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

Moody's applies numerical modifiers 1, 2, and 3 in each generic rating
classification from "Aa" through "Caa." The modifier "1" indicates that the
obligation ranks in the higher end of its generic rating category; the modifier
"2" indicates a mid-range ranking; and the modifier "3" indicates a ranking in
the lower end of that generic rating category. Advanced refunded issues that are
secured by certain assets are identified with a # symbol.

PRIME RATING SYSTEM (SHORT-TERM RATINGS - TAXABLE DEBT)
These ratings are opinions of the ability of issuers to honor senior financial
obligations and contracts. Such obligations generally have an original maturity
not exceeding one year, unless explicitly noted.

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

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

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

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

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

LONG-TERM ISSUE CREDIT RATINGS
Issue credit ratings are based in varying degrees, on the following
considerations:
o    Likelihood of payment-capacity and willingness of the obligor to meet its
     financial commitment on an obligation in accordance with the terms of the
     obligation;
o    Nature of and provisions of the obligation; and
o    Protection afforded by, and relative position of, the obligation in the
     event of bankruptcy, reorganization, or other arrangement under the laws of
     bankruptcy and other laws affecting creditors' rights.

         The issue ratings definitions are expressed in terms of default risk.
As such, they pertain to senior obligations of an entity. Junior obligations are
typically rated lower than senior obligations, to reflect the lower priority in
bankruptcy, as noted above.

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

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

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

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

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

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

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

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

CC: An obligation rated "CC" are currently highly vulnerable to nonpayment.

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

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

The ratings from "AA" to "CCC" may be modified by the addition of a plus (+) or
minus (-) sign to show relative standing within the major rating categories.

c: The 'c' subscript is used to provide additional information to investors that
the bank may terminate its obligation to purchase tendered bonds if the
long-term credit rating of the issuer is below an investment-grade level and/or
the issuer's bonds are deemed taxable.

p: The letter 'p' indicates that the rating is provisional. A provisional rating
assumes the successful completion of the project financed by the debt being
rated and indicates that payment of debt service requirements is largely or
entirely dependent upon the successful, timely completion of the project. This
rating, however, while addressing credit quality subsequent to completion of the
project, makes no comment on the likelihood of or the risk of default upon
failure of such completion. The investor should exercise his own judgment with
respect to such likelihood and risk.

Continuance of the ratings is contingent upon Standard & Poor's receipt of an
executed copy of the escrow agreement or closing documentation confirming
investments and cash flows.

r: The 'r' highlights derivative, hybrid, and certain other obligations that
Standard & Poor's believes may experience high volatility or high variability in
expected returns as a result of noncredit risks. Examples of such obligations
are securities with principal or interest return indexed to equities,
commodities, or currencies; certain swaps and options; and interest-only and
principal-only mortgage securities. The absence of an 'r' symbol should not be
taken as an indication that an obligation will exhibit no volatility or
variability in total return.

N.R. Not rated.

Debt obligations of issuers outside the United States and its territories are
rated on the same basis as domestic corporate and municipal issues. The ratings
measure the creditworthiness of the obligor but do not take into account
currency exchange and related uncertainties.

Bond Investment Quality Standards

Under present commercial bank regulations issued by the Comptroller of the
Currency, bonds rated in the top four categories ('AAA', 'AA', 'A', 'BBB',
commonly known as investment-grade ratings) generally are regarded as eligible
for bank investment. Also, the laws of various states governing legal
investments impose certain rating or other standards for obligations eligible
for investment by savings banks, trust companies, insurance companies, and
fiduciaries in general

Short-Term Issue Credit Ratings
Short-term ratings are generally assigned to those obligations considered
short-term in the relevant market. In the U.S., for example, that means
obligations with an original maturity of no more than 365 days-including
commercial paper.

A-1: A short-term obligation rated "A-1" is rated in the highest category by
Standard & Poor's. The obligor's capacity to meet its financial commitment on
the obligation is strong. Within this category, certain obligations are
designated with a plus sign (+). This indicates that the obligor's capacity to
meet its financial commitment on these obligations is extremely strong.

A-2: A short-term obligation rated "A-2" is somewhat more susceptible to the
adverse effects of changes in circumstances and economic conditions than
obligations in higher rating categories. However, the obligor's capacity to meet
its financial commitment on the obligation is satisfactory.

A-3: A short-term obligation rated "A-3" exhibits adequate protection
parameters. However, adverse economic conditions or changing circumstances are
more likely to lead to a weakened capacity of the obligor to meet its financial
commitment on the obligation.

B: A short-term obligation rated "B" is regarded as having significant
speculative characteristics. The obligor currently has the capacity to meet its
financial commitment on the obligation; however, it faces major ongoing
uncertainties which could lead to the obligor's inadequate capacity to meet its
financial commitment on the obligation.

C: A short-term obligation rated "C" is currently vulnerable to nonpayment and
is dependent upon favorable business, financial, and economic conditions for the
obligor to meet its financial commitment on the obligation.

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

NOTES:

A Standard & Poor's note rating reflects the liquidity factors and market access
risks unique to notes. Notes due in three years or less will likely receive a
note rating. Notes maturing beyond three years will most likely receive a
long-term debt rating. The following criteria will be used in making that
assessment:

o Amortization  schedule-the  larger the final  maturity  relative to other
maturities, the more likely it will be treated as a note; and
o Source of  payment-the  more dependent the issue is on the market for its
refinancing, the more likely it will be treated as a note.

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

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

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

Fitch, Inc.
International credit ratings assess the capacity to meet foreign currency or
local currency commitments. Both "foreign currency" and "local currency" ratings
are internationally comparable assessments. The local currency rating measures
the probability of payment within the relevant sovereign state's currency and
jurisdiction and therefore, unlike the foreign currency rating, does not take
account of the possibility of foreign exchange controls limiting transfer into
foreign currency.

INTERNATIONAL LONG-TERM CREDIT RATINGS
The following ratings scale applies to foreign currency and local currency
ratings.

Investment Grade:

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

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

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

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

Speculative Grade:

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

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

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

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

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

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

INTERNATIONAL SHORT-TERM CREDIT RATINGS
The following ratings scale applies to foreign currency and local currency
ratings. A short-term rating has a time horizon of less than 12 months for most
obligations, or up to three years for U.S. public finance securities, and thus
places greater emphasis on the liquidity necessary to meet financial commitments
in a timely manner.

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

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

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

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

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

D: Default. Denotes actual or imminent payment default.






                                   Appendix B

         OppenheimerFunds Special Sales Charge Arrangements and Waivers

Oppenheimer Target Distribution Fund and Oppenheimer Target Distribution &
Growth Fund do not offer Class B shares. Any discussion in this Appendix of
Class B shares relates to other Oppenheimer funds that offer Class B shares.

In certain cases, the initial sales charge that applies to purchases of Class A
shares(1) of the Oppenheimer funds or the contingent deferred sales charge that
may apply to Class A, Class B or Class C shares may be waived.(2) That is
because of the economies of sales efforts realized by OppenheimerFunds
Distributor, Inc., (referred to in this document as the "Distributor"), or by
dealers or other financial institutions that offer those shares to certain
classes of investors. Not all waivers apply to all funds.

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

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

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

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

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

         There is no initial sales charge on purchases of Class A shares of any
of the Oppenheimer funds in the cases listed below. However, these purchases may
be subject to the Class A contingent deferred sales charge if redeemed within 18
months (24 months in the case of shares of Oppenheimer Rochester National
Municipals and Rochester Fund Municipals purchased prior to October 22, 2007) of
the beginning of the calendar month of their purchase, as described in the
Prospectus (unless a waiver described elsewhere in this Appendix applies to the
redemption). Additionally, on shares purchased under these waivers that are
subject to the Class A contingent deferred sales charge, the Distributor will
pay the applicable concession described in the Prospectus under "Class A
Contingent Deferred Sales Charge."(5) This waiver provision applies to:
|_| Purchases of Class A shares aggregating $1 million or more.
|_|           Purchases of Class A shares, prior to March 1, 2007, by a
              Retirement Plan that was permitted to purchase such shares at net
              asset value but subject to a contingent deferred sales charge
              prior to March 1, 2001. That included plans (other than IRA or
              403(b)(7) Custodial Plans) that: 1) bought shares costing $500,000
              or more, 2) had at the time of purchase 100 or more eligible
              employees or total plan assets of $500,000 or more, or 3)
              certified to the Distributor that it projects to have annual plan
              purchases of $200,000 or more.
|_| Purchases by an OppenheimerFunds-sponsored Rollover IRA, if the purchases
are made:
              1)  through a broker, dealer, bank or registered investment
                  adviser that has made special arrangements with the
                  Distributor for those purchases, or
              2)  by a direct rollover of a distribution from a qualified
                  Retirement Plan if the administrator of that Plan has made
                  special arrangements with the Distributor for those purchases.
|_|      Purchases of Class A shares by Retirement Plans that have any of the
following record-keeping arrangements:

     1) The record  keeping is performed by Merrill Lynch Pierce Fenner & Smith,
Inc.  ("Merrill  Lynch") on a daily valuation basis for the Retirement  Plan. On
the date the plan  sponsor  signs  the  record-keeping  service  agreement  with
Merrill Lynch,  the Plan must have $3 million or more of its assets  invested in
(a)  mutual  funds,  other than  those  advised  or  managed  by  Merrill  Lynch
Investment  Management,  L.P. ("MLIM"),  that are made available under a Service
Agreement  between Merrill Lynch and the mutual fund's principal  underwriter or
distributor,  and (b) funds  advised or managed by MLIM (the funds  described in
(a) and (b) are referred to as "Applicable Investments").

     2) The record  keeping  for the  Retirement  Plan is  performed  on a daily
valuation  basis by a record keeper whose services are provided under a contract
or arrangement  between the Retirement  Plan and Merrill Lynch.  On the date the
plan sponsor signs the record keeping service  agreement with Merrill Lynch, the
Plan must have $5 million or more of its assets  (excluding  assets  invested in
money market funds)  invested in Applicable  Investments.  3) The record keeping
for a Retirement  Plan is handled under a service  agreement  with Merrill Lynch
and on the date the plan sponsor signs that agreement,  the Plan has 500 or more
eligible employees (as determined by the Merrill Lynch plan conversion manager).

II.  Waivers    of   Class   A   Sales    Charges   of    Oppenheimer    Funds
---------------------------------------------------------------------------------------------------------------------------------------

A. Waivers of Initial and Contingent Deferred Sales Charges for Certain
Purchasers.

Class A shares purchased by the following investors are not subject to any Class
A sales charges (and no concessions are paid by the Distributor on such
purchases):
|_|           The Manager or its affiliates.
|_|           Present or former officers, directors, trustees and employees (and
              their "immediate families") of the Fund, the Manager and its
              affiliates, and retirement plans established by them for their
              employees. The term "immediate family" refers to one's spouse,
              children, grandchildren, grandparents, parents, parents-in-law,
              brothers and sisters, sons- and daughters-in-law, a sibling's
              spouse, a spouse's siblings, aunts, uncles, nieces and nephews;
              relatives by virtue of a remarriage (step-children, step-parents,
              etc.) are included.
|_|           Registered management investment companies, or separate accounts
              of insurance companies having an agreement with the Manager or the
              Distributor for that purpose.
|_|           Dealers or brokers that have a sales agreement with the
              Distributor, if they purchase shares for their own accounts or for
              retirement plans for their employees.
|_|           Employees and registered representatives (and their spouses) of
              dealers or brokers described above or financial institutions that
              have entered into sales arrangements with such dealers or brokers
              (and which are identified as such to the Distributor) or with the
              Distributor. The purchaser must certify to the Distributor at the
              time of purchase that the purchase is for the purchaser's own
              account (or for the benefit of such employee's spouse or minor
              children).
|_|           Dealers, brokers, banks or registered investment advisers that
              have entered into an agreement with the Distributor providing
              specifically for the use of shares of the Fund in particular
              investment products made available to their clients. Those clients
              may be charged a transaction fee by their dealer, broker, bank or
              advisor for the purchase or sale of Fund shares.
|_|           Investment advisers and financial planners who have entered into
              an agreement for this purpose with the Distributor and who charge
              an advisory, consulting or other fee for their services and buy
              shares for their own accounts or the accounts of their clients.
|_|           "Rabbi trusts" that buy shares for their own accounts, if the
              purchases are made through a broker or agent or other financial
              intermediary that has made special arrangements with the
              Distributor for those purchases.
|_|           Clients of investment advisers or financial planners (that have
              entered into an agreement for this purpose with the Distributor)
              who buy shares for their own accounts may also purchase shares
              without sales charge but only if their accounts are linked to a
              master account of their investment adviser or financial planner on
              the books and records of the broker, agent or financial
              intermediary with which the Distributor has made such special
              arrangements . Each of these investors may be charged a fee by the
              broker, agent or financial intermediary for purchasing shares.
|_|           Directors, trustees, officers or full-time employees of OpCap
              Advisors or its affiliates, their relatives or any trust, pension,
              profit sharing or other benefit plan which beneficially owns
              shares for those persons.
|_|           Accounts for which Oppenheimer Capital (or its successor) is the
              investment adviser (the Distributor must be advised of this
              arrangement) and persons who are directors or trustees of the
              company or trust which is the beneficial owner of such accounts.
|_|           A unit investment trust that has entered into an appropriate
              agreement with the Distributor.
|_|           Dealers, brokers, banks, or registered investment advisers that
              have entered into an agreement with the Distributor to sell shares
              to defined contribution employee retirement plans for which the
              dealer, broker or investment adviser provides administration
              services.
|_|           Retirement Plans and deferred compensation plans and trusts used
              to fund those plans (including, for example, plans qualified or
              created under sections 401(a), 401(k), 403(b) or 457 of the
              Internal Revenue Code), in each case if those purchases are made
              through a broker, agent or other financial intermediary that has
              made special arrangements with the Distributor for those
              purchases.
|_|           A TRAC-2000 401(k) plan (sponsored by the former Quest for Value
              Advisors) whose Class B or Class C shares of a Former Quest for
              Value Fund were exchanged for Class A shares of that Fund due to
              the termination of the Class B and Class C TRAC-2000 program on
              November 24, 1995.
|_|           A qualified Retirement Plan that had agreed with the former Quest
              for Value Advisors to purchase shares of any of the Former Quest
              for Value Funds at net asset value, with such shares to be held
              through DCXchange, a sub-transfer agency mutual fund
              clearinghouse, if that arrangement was consummated and share
              purchases commenced by December 31, 1996.
|_|           Effective March 1, 2007, purchases of Class A shares by a
              Retirement Plan that was permitted to purchase such shares at net
              asset value but subject to a contingent deferred sales charge
              prior to March 1, 2001. That included plans (other than IRA or
              403(b)(7) Custodial Plans) that: 1) bought shares costing $500,000
              or more, 2) had at the time of purchase 100 or more eligible
              employees or total plan assets of $500,000 or more, or 3)
              certified to the Distributor that it projects to have annual plan
              purchases of $200,000 or more.
|_|           Effective October 1, 2005, taxable accounts established with the
              proceeds of Required Minimum Distributions from Retirement Plans.
|_|           Purchases of Class A shares by former shareholders of Atlas
              Strategic Income Fund in any Oppenheimer fund into which
              shareholders of Oppenheimer Strategic Income Fund may exchange.
|_|           Purchases prior to June 15, 2008, by former shareholders of
              Oppenheimer Tremont Market Neutral Fund, LLC or Oppenheimer
              Tremont Opportunity Fund, LLC, made directly from the proceeds of
              mandatory redemptions.

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

1.   Class A shares issued or purchased in the following transactions are not
     subject to sales charges (and no concessions are paid by the Distributor on
     such purchases):
|_|           Shares issued in plans of reorganization, such as mergers, asset
              acquisitions and exchange offers, to which the Fund is a party.
|_|           Shares purchased by the reinvestment of dividends or other
              distributions reinvested from the Fund or other Oppenheimer funds
              or unit investment trusts for which reinvestment arrangements have
              been made with the Distributor.
|_|           Shares purchased by certain Retirement Plans that are part of a
              retirement plan or platform offered by banks, broker-dealers,
              financial advisors or insurance companies, or serviced by
              recordkeepers.
|_|           Shares purchased by the reinvestment of loan repayments by a
              participant in a Retirement Plan for which the Manager or an
              affiliate acts as sponsor.
|_| Shares purchased in amounts of less than $5.

2.   Class A shares issued and purchased in the following transactions are not
     subject to sales charges (a dealer concession at the annual rate of 0.25%
     is paid by the Distributor on purchases made within the first 6 months of
     plan establishment):
|_| Retirement Plans that have $5 million or more in plan assets.
|_| Retirement Plans with a single plan sponsor that have $5 million or more in
aggregate assets invested in Oppenheimer funds.

C. Waivers of the Class A Contingent Deferred Sales Charge for Certain
Redemptions.

The Class A contingent deferred sales charge is also waived if shares that would
otherwise be subject to the contingent deferred sales charge are redeemed in the
following cases:
|_| To make Automatic Withdrawal Plan payments that are limited annually to no
more than 12% of the account value adjusted annually.
|_|           Involuntary redemptions of shares by operation of law or
              involuntary redemptions of small accounts (please refer to
              "Shareholder Account Rules and Policies," in the applicable fund
              Prospectus).
|_| For distributions from Retirement Plans, deferred compensation plans or other
employee benefit plans for any of the following purposes:
              1)  Following the death or disability (as defined in the Internal
Revenue Code) of the participant or beneficiary. The death or disability must
occur after the participant's account was established.
              2)  To return excess contributions.
              3)  To return contributions made due to a mistake of fact.
4) Hardship withdrawals, as defined in the plan.(6)
              5)  Under a Qualified Domestic Relations Order, as defined in the
                  Internal Revenue Code, or, in the case of an IRA, a divorce or
                  separation agreement described in Section 71(b) of the
                  Internal Revenue Code.
              6)  To meet the minimum distribution requirements of the Internal
                  Revenue Code.
              7)  To make "substantially equal periodic payments" as described
                  in Section 72(t) of the Internal Revenue Code.
              8) For loans to participants or beneficiaries.
              9)  Separation from service.(7)
              10) Participant-directed redemptions to purchase shares of a
                  mutual fund (other than a fund managed by the Manager or a
                  subsidiary of the Manager) if the plan has made special
                  arrangements with the Distributor.
              11) Plan termination or "in-service distributions," if the
                  redemption proceeds are rolled over directly to an
                  OppenheimerFunds-sponsored IRA.
|_|           For distributions from 401(k) plans sponsored by broker-dealers
              that have entered into a special agreement with the Distributor
              allowing this waiver.
|_|      For distributions from retirement plans that have $10 million or more
in plan assets and that have entered into a special agreement with the Distributor.
|_|           For distributions from retirement plans which are part of a
              retirement plan product or platform offered by certain banks,
              broker-dealers, financial advisors, insurance companies or record
              keepers which have entered into a special agreement with the
              Distributor.
|_|           At the sole discretion of the Distributor, the contingent deferred
              sales charge may be waived for redemptions of shares requested by
              the shareholder of record within 60 days following the termination
              by the Distributor of the selling agreement between the
              Distributor and the shareholder of record's broker-dealer of
              record for the account.

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

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

A.   Waivers for Redemptions in Certain Cases.

The Class B, Class C and Class N contingent deferred sales charges will be
waived for redemptions of shares in the following cases: |_| Shares redeemed
involuntarily, as described in "Shareholder Account Rules and Policies," in the
applicable Prospectus. |_| Redemptions from accounts other than Retirement Plans
following the death or disability of the last surviving shareholder.
              The death or disability must have occurred after the account was
              established, and for disability you must provide evidence of a
              determination of disability by the Social Security Administration.
|_|           The contingent deferred sales charges are generally not waived
              following the death or disability of a grantor or trustee for a
              trust account. The contingent deferred sales charges will only be
              waived in the limited case of the death of the trustee of a
              grantor trust or revocable living trust for which the trustee is
              also the sole beneficiary. The death or disability must have
              occurred after the account was established, and for disability you
              must provide evidence of a determination of disability (as defined
              in the Internal Revenue Code).
|_|           Distributions from accounts for which the broker-dealer of record
              has entered into a special agreement with the Distributor allowing
              this waiver.
|_|           At the sole discretion of the Distributor, the contingent deferred
              sales charge may be waived for redemptions of shares requested by
              the shareholder of record within 60 days following the termination
              by the Distributor of the selling agreement between the
              Distributor and the shareholder of record's broker-dealer of
              record for the account.
|_|           Redemptions of Class B shares held by Retirement Plans whose
              records are maintained on a daily valuation basis by Merrill Lynch
              or an independent record keeper under a contract with Merrill
              Lynch.
|_|           Redemptions of Class C shares of Oppenheimer U.S. Government Trust
              from accounts of clients of financial institutions that have
              entered into a special arrangement with the Distributor for this
              purpose.
|_|           Redemptions of Class C shares of an Oppenheimer fund in amounts of
              $1 million or more requested in writing by a Retirement Plan
              sponsor and submitted more than 12 months after the Retirement
              Plan's first purchase of Class C shares, if the redemption
              proceeds are invested to purchase Class N shares of one or more
              Oppenheimer funds.
|_|           Distributions(8) from Retirement Plans or other employee benefit
plans for any of the following purposes:
              1)  Following the death or disability (as defined in the Internal
Revenue Code) of the participant or beneficiary. The death or disability must
occur after the participant's account was established in an Oppenheimer fund.
              2)  To return excess contributions made to a participant's account.
              3)  To return contributions made due to a mistake of fact.
              4) To make hardship withdrawals, as defined in the plan.(9)
              5) To make distributions required under a Qualified Domestic
              Relations Order or, in the case of an IRA, a divorce or separation
              agreement described in Section 71(b) of the Internal Revenue Code.
              6) To meet the minimum distribution requirements of the Internal
              Revenue Code.
              7) To make "substantially equal periodic payments" as described in
              Section 72(t) of the Internal Revenue Code. 8) For loans to
              participants or beneficiaries.(10) 9) On account of the
              participant's separation from service.(11) 10)
              Participant-directed redemptions to purchase shares of a mutual
              fund (other than a fund managed by the Manager or a
                  subsidiary of the Manager) offered as an investment option in
                  a Retirement Plan if the plan has made special arrangements
                  with the Distributor.
              11) Distributions made on account of a plan termination or
                  "in-service" distributions, if the redemption proceeds are
                  rolled over directly to an OppenheimerFunds-sponsored IRA.
              12) For distributions from a participant's account under an
                  Automatic Withdrawal Plan after the participant reaches age 59
                  1/2, as long as the aggregate value of the distributions does
                  not exceed 10% of the account's value, adjusted annually.
              13) Redemptions of Class B shares under an Automatic Withdrawal
                  Plan for an account other than a Retirement Plan, if the
                  aggregate value of the redeemed shares does not exceed 10% of
                  the account's value, adjusted annually.
              14) For distributions from 401(k) plans sponsored by
                  broker-dealers that have entered into a special arrangement
                  with the Distributor allowing this waiver.
|_|           Redemptions of Class B shares or Class C shares under an Automatic
              Withdrawal Plan from an account other than a Retirement Plan if
              the aggregate value of the redeemed shares does not exceed 10% of
              the account's value annually.

B. Waivers for Shares Sold or Issued in Certain Transactions.

The contingent deferred sales charge is also waived on Class B and Class C
shares sold or issued in the following cases: |_| Shares sold to the Manager or
its affiliates. |_| Shares sold to registered management investment companies or
separate accounts of insurance companies having an agreement
              with the Manager or the Distributor for that purpose.
|_|      Shares issued in plans of reorganization to which the Fund is a party.
|_|           Shares sold to present or former officers, directors, trustees or
              employees (and their "immediate families" as defined above in
              Section I.A.) of the Fund, the Manager and its affiliates and
              retirement plans established by them for their employees.

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

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

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

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

         All of the funds listed above are referred to in this Appendix as the
"Former Quest for Value Funds." The waivers of initial and contingent deferred
sales charges described in this Appendix apply to shares of an Oppenheimer fund
that are either:
|_| acquired by such shareholder pursuant to an exchange of shares of an
Oppenheimer fund that was one of the Former Quest for Value Funds, or
|_|           purchased by such shareholder by exchange of shares of another
              Oppenheimer fund that were acquired pursuant to the merger of any
              of the Former Quest for Value Funds into that other Oppenheimer
              fund on November 24, 1995.

A. Reductions or Waivers of Class A Sales Charges.

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

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

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

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

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

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

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

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

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

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

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

         A shareholder's account will be credited with the amount of any
contingent deferred sales charge paid on the redemption of any Class A, Class B
or Class C shares of the Oppenheimer fund described in this section if the
proceeds are invested in the same Class of shares in that fund or another
Oppenheimer fund within 90 days after redemption.

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

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

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

|X| Class A Contingent Deferred Sales Charge. Certain shareholders of a Fund and
the other Former Connecticut Mutual Funds are entitled to continue to make
additional purchases of Class A shares at net asset value without a Class A
initial sales charge, but subject to the Class A contingent deferred sales
charge that was in effect prior to March 18, 1996 (the "prior Class A CDSC").
Under the prior Class A CDSC, if any of those shares are redeemed within one
year of purchase, they will be assessed a 1% contingent deferred sales charge on
an amount equal to the current market value or the original purchase price of
the shares sold, whichever is smaller (in such redemptions, any shares not
subject to the prior Class A CDSC will be redeemed first).

         Those shareholders who are eligible for the prior Class A CDSC are:
              1)  persons whose purchases of Class A shares of a Fund and other
                  Former Connecticut Mutual Funds were $500,000 prior to March
                  18, 1996, as a result of direct purchases or purchases
                  pursuant to the Fund's policies on Combined Purchases or
                  Rights of Accumulation, who still hold those shares in that
                  Fund or other Former Connecticut Mutual Funds, and
              2)  persons whose intended purchases under a Statement of
                  Intention entered into prior to March 18, 1996, with the
                  former general distributor of the Former Connecticut Mutual
                  Funds to purchase shares valued at $500,000 or more over a
                  13-month period entitled those persons to purchase shares at
                  net asset value without being subject to the Class A initial
                  sales charge

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

|X| Class A Sales Charge Waivers. Additional Class A shares of a Fund may be
purchased without a sales charge, by a person who was in one (or more) of the
categories below and acquired Class A shares prior to March 18, 1996, and still
holds Class A shares:
              1)  any purchaser, provided the total initial amount invested in
                  the Fund or any one or more of the Former Connecticut Mutual
                  Funds totaled $500,000 or more, including investments made
                  pursuant to the Combined Purchases, Statement of Intention and
                  Rights of Accumulation features available at the time of the
                  initial purchase and such investment is still held in one or
                  more of the Former Connecticut Mutual Funds or a Fund into
                  which such Fund merged;
              2)  any participant in a qualified plan, provided that the total
                  initial amount invested by the plan in the Fund or any one or
                  more of the Former Connecticut Mutual Funds totaled $500,000
                  or more;
              3)  Directors of the Fund or any one or more of the Former
                  Connecticut Mutual Funds and members of their immediate
                  families;
              4)  employee benefit plans sponsored by Connecticut Mutual
                  Financial Services, L.L.C. ("CMFS"), the prior distributor of
                  the Former Connecticut Mutual Funds, and its affiliated
                  companies;
              5)  one or more members of a group of at least 1,000 persons (and
                  persons who are retirees from such group) engaged in a common
                  business, profession, civic or charitable endeavor or other
                  activity, and the spouses and minor dependent children of such
                  persons, pursuant to a marketing program between CMFS and such
                  group; and
              6)  an institution acting as a fiduciary on behalf of an
                  individual or individuals, if such institution was directly
                  compensated by the individual(s) for recommending the purchase
                  of the shares of the Fund or any one or more of the Former
                  Connecticut Mutual Funds, provided the institution had an
                  agreement with CMFS.

         Purchases of Class A shares made pursuant to (1) and (2) above may be
subject to the Class A CDSC of the Former Connecticut Mutual Funds described
above.

         Additionally, Class A shares of a Fund may be purchased without a sales
charge by any holder of a variable annuity contract issued in New York State by
Connecticut Mutual Life Insurance Company through the Panorama Separate Account
which is beyond the applicable surrender charge period and which was used to
fund a qualified plan, if that holder exchanges the variable annuity contract
proceeds to buy Class A shares of the Fund.

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

In addition to the waivers set forth in the Prospectus and in this Appendix,
above, the contingent deferred sales charge will be waived for redemptions of
Class A and Class B shares of a Fund and exchanges of Class A or Class B shares
of a Fund into Class A or Class B shares of a Former Connecticut Mutual Fund
provided that the Class A or Class B shares of the Fund to be redeemed or
exchanged were (i) acquired prior to March 18, 1996 or (ii) were acquired by
exchange from an Oppenheimer fund that was a Former Connecticut Mutual Fund.
Additionally, the shares of such Former Connecticut Mutual Fund must have been
purchased prior to March 18, 1996:
     1)  by the estate of a deceased shareholder;
     2)  upon the disability of a shareholder, as defined in Section 72(m)(7) of
         the Internal Revenue Code;
     3)  for retirement distributions (or loans) to participants or
         beneficiaries from retirement plans qualified under Sections 401(a) or
         403(b)(7)of the Code, or from IRAs, deferred compensation plans created
         under Section 457 of the Code, or other employee benefit plans;
4) as tax-free returns of excess contributions to such retirement or employee
benefit plans;
     5)  in whole or in part, in connection with shares sold to any state,
         county, or city, or any instrumentality, department, authority, or
         agency thereof, that is prohibited by applicable investment laws from
         paying a sales charge or concession in connection with the purchase of
         shares of any registered investment management company;
     6)  in connection with the redemption of shares of the Fund due to a
         combination with another investment company by virtue of a merger,
         acquisition or similar reorganization transaction;
     7)  in connection with the Fund's right to involuntarily redeem or
         liquidate the Fund;
     8)  in connection with automatic redemptions of Class A shares and Class B
         shares in certain retirement plan accounts pursuant to an Automatic
         Withdrawal Plan but limited to no more than 12% of the original value
         annually; or
     9)  as involuntary redemptions of shares by operation of law, or under
         procedures set forth in the Fund's Articles of Incorporation, or as
         adopted by the Board of Directors of the Fund.

VI. Special Reduced Sales Charge for Former Shareholders of Advance America Funds, Inc.
---------------------------------------------------------------------------------------------------------------------------------------

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

VII. Sales Charge Waivers on Purchases of Class M Shares of Oppenheimer
     Convertible Securities Fund
---------------------------------------------------------------------------------------------------------------------------------------

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






                                   Appendix C
                          QUALIFYING HYBRID INSTRUMENTS
Section 2(f) of the Commodities Exchange Act (the "Act") ("Exclusion for
qualifying hybrid instruments")

(1)  In general

     Nothing in this chapter (other than section 16(e)(2)(B) of this title)
     governs or is applicable to a hybrid instrument that is predominantly a
     security.

(2) Predominance.

     A hybrid instrument shall be considered to be predominantly a security if -

         (A)
                  the issuer of the hybrid instrument receives payment in full
         of the purchase price of the hybrid instrument, substantially
         contemporaneously with delivery of the hybrid instrument;

         (B)
                  the purchaser or holder of the hybrid instrument is not
         required to make any payment to the issuer in addition to the purchase
         price paid under subparagraph (A), whether as margin, settlement
         payment, or otherwise, during the life of the hybrid instrument or at
         maturity;

         (C)
                  the issuer of the hybrid instrument is not subject by the terms
         of the instrument to mark-to-market margining requirements; and

         (D)
                  the hybrid instrument is not marketed as a contract of sale of
         a commodity for future delivery (or option on such a contract) subject
         to this chapter.

(3) Mark-to-market margining requirements.

         For the purposes of paragraph (2)(C), mark-to-market margining
requirements do not include the obligation of an issuer of a secured debt
instrument to increase the amount of collateral held in pledge for the benefit
of the purchaser of the secured debt instrument to secure the repayment
obligations of the issuer under the secured debt instrument.

CFTC Rule 34.3 Hybrid Instrument Exemption

(a) A hybrid instrument is exempt from all provisions of the Act and any person
or class of persons offering, entering into, rendering advice or rendering other
services with respect to such exempt hybrid instrument is exempt for such
activity from all provisions of the Act (except in each case Section
2(a)(1)(B)), provided the following terms and conditions are met:

(1) The instrument is:

     (i) An equity or debt security within the meaning of Section 2(l) of the
Securities Act of 1933; or

     (ii) A demand deposit, time deposit or transaction account within the
     meaning of 12 CFR 204.2(b)(1), (c)(1) and (e), respectively, offered by an
     insured depository institution as defined in Section 3 of the Federal
     Deposit Insurance Act; an insured credit union as defined in Section 101 of
     the Federal Credit Union Act; or a Federal or State branch or agency of a
     foreign bank as defined in Section 1 of the International Banking Act;

(2)  The sum of the commodity-dependent values of the commodity-dependent
     components is less than the commodity-independent value of the
     commodity-independent component;

(3) Provided that:

     (i) An issuer must receive full payment of the hybrid instrument's purchase
     price, and a purchaser or holder of a hybrid instrument may not be required
     to make additional out-of-pocket payments to the issuer during the life of
     the instrument or at maturity; and

     (ii) The instrument is not marketed as a futures contract or a commodity
     option, or, except to the extent necessary to describe the functioning of
     the instrument or to comply with applicable disclosure requirements, as
     having the characteristics of a futures contract or a commodity option; and

     (iii) The instrument does not provide for settlement in the form of a
     delivery instrument that is specified as such in the rules of a designated
     contract market;

(4)  The instrument is initially issued or sold subject to applicable federal or
     state securities or banking laws to persons permitted thereunder to
     purchase or enter into the hybrid instrument.




                                   Appendix D
                          QUALIFYING SWAP TRANSACTIONS
Section 2(g) of the Commodities Exchange Act (the "Act") ("Excluded swap transactions")

         No provision of this chapter (other than section 7a (to the extent
provided in section 7a(g) of this title), 7a-1, 7a-3, or 16(e)(2) of this title)
shall apply to or govern any agreement, contract, or transaction in a commodity
other than an agricultural commodity if the agreement, contract, or transaction
is -

         (1) entered into only between persons that are eligible contract
participants at the time they enter into the agreement, contract, or
transaction;

         (2) subject to individual negotiation by the parties; and

         (3) not executed or traded on a trading facility.

CFTC Rule 35.2 Exemption

         A swap agreement is exempt from all provisions of the Act and any
person or class of persons offering, entering into, rendering advice, or
rendering other services with respect to such agreement, is exempt for such
activity from all provisions of the Act (except in each case the provisions of
Sections 2(a)(1)(B), 4b, and 4o of the Act and Section 32.9 of this chapter as
adopted under Section 4c(b) of the Act, and the provisions of Sections 6(c) and
9(a)(2) of the Act to the extent these provisions prohibit manipulation of the
market price of any commodity in interstate commerce or for future delivery on
or subject to the rules of any contract market), provided the following terms
and conditions are met:

         (a) the swap agreement is entered into solely between eligible swap
participants at the time such persons enter into the swap agreement;

         (b) the swap agreement is not part of a fungible class of agreements
that are standardized as to their material economic terms;

         (c) the creditworthiness of any party having an actual or potential
obligation under the swap agreement would be a material consideration in
entering into or determining the terms of the swap agreement, including pricing,
cost, or credit enhancement terms of the swap agreement; and

         (d) the swap agreement is not entered into and traded on or through a
multilateral transaction execution facility;

         Provided, however, that paragraphs (b) and (d) of Rule 35.2 shall not
be deemed to preclude arrangements or facilities between parties to swap
agreements, that provide for netting of payment obligations resulting from such
swap agreements nor shall these subsections be deemed to preclude arrangements
or facilities among parties to swap agreements, that provide for netting of
payments resulting from such swap agreements; provided further, that any person
may apply to the Commission for exemption from any of the provisions of the Act
(except 2(a)(1)(B)) for other arrangements or facilities, on such terms and
conditions as the Commission deems appropriate, including but not limited
thereto, the applicability of other regulatory regimes.








Oppenheimer LifeCycle Funds
o        Oppenheimer Target Distribution Fund
o        Oppenheimer Target Distribution and Growth Fund

Internet Website
         www.oppenheimerfunds.com

Investment Adviser
         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

Legal Counsel
         Bell, Boyd & Lloyd LLP
         70 West Madison Street, Suite 3100
         Chicago, Illinois 60602


PX0____.___.___08



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



                                       OPPENHEIMER TARGET DISTRIBUTION FUND

                                                     FORM N-1A

                                                      PART C

                                                 OTHER INFORMATION

Item 23. - Exhibits

(a) Declaration of Trust dated August 7, 2008: Filed herewith.

(b) By-Laws dated August 7, 2008: Filed herewith.

(c) Not applicable.

(d) Investment Advisory Agreement: To be filed by amendment.

(e) (i) General Distributor's Agreement: To be filed by amendment.

(ii) Form of Dealer Agreement of OppenheimerFunds Distributor, Inc.: Previously
filed with Post-Effective Amendment No. 34 to the Registration Statement of
Oppenheimer Main Street Funds, Inc. (Reg. No.33-17850), (10/23/06), and
incorporated herein by reference.

(iii) Form of Broker Agreement of OppenheimerFunds Distributor, Inc.: Previously
filed with Post-Effective Amendment No. 34 to the Registration Statement of
Oppenheimer Main Street Funds, Inc. (Reg. No.33-17850), (10/23/06), and
incorporated herein by reference.

(iv) Form of Agency Agreement of OppenheimerFunds Distributor, Inc.: Previously
filed with Post-Effective Amendment No. 34 to the Registration Statement of
Oppenheimer Main Street Funds, Inc. (Reg. No.33-17850), (10/23/06), and
incorporated herein by reference.

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

         (vi) Form of Trust Company Agency Agreement of OppenheimerFunds
Distributor, Inc.: Previously filed with Post-Effective Amendment No. 34 to the
Registration Statement of Oppenheimer Main Street Funds, Inc. (Reg.
No.33-17850), (10/23/06), and incorporated herein by reference.

(f) Form of Oppenheimer Funds Compensation Deferral Plan, As Amended and
Restated Effective January 1, 2008: Previously filed with Post-Effective
Amendment No. 18 to the Registration Statement of Oppenheimer International Bond
Fund (Reg. No. 33-58383), (12/20/07), and incorporated herein by reference.

(g) (i) Global Custodial Services Agreement dated July 15, 2003 as amended July
26, 2007: Previously filed with Post-Effective Amendment No.1 to the
Registration Statement of Oppenheimer Rochester Arizona Municipal Fund (Reg. No.
333-132778), (7/26/07), and incorporated herein by reference.

         (ii) Amended and Restated Foreign Custody Manager Agreement dated May
31, 2001, as amended July 15, 2003: Previously filed with the Pre-Effective
Amendment No. 1 to the Registration Statement of Oppenheimer International
Large-Cap Core Trust (Reg. No. 333-106014), (8/5/03), and incorporated herein by
reference.

(h) Not applicable.

(i) Opinion and Consent of Counsel: To be filed by Amendment.

(j) Independent Registered Public Accounting Firm's Consent: To be filed by
Amendment.

(k) Not applicable.

(l) Investment Letter from OppenheimerFunds, Inc. to Registrant: To be filed by
Amendment.

(m) (i) Service Plan and Agreement for Class A shares. To be filed by
Amendment..

         (ii) Distribution and Service Plan and Agreement for Class C shares. To
be filed by Amendment.

         (iii) Distribution and Service Plan and Agreement for Class N shares.
To be filed by Amendment.

(n) Oppenheimer Funds Multiple Class Plan under Rule 18f-3 updated through
8/29/07: Previously filed with the Initial Registration Statement of Oppenheimer
Portfolio Series Fixed Income Investor Fund (Reg. No. 333-146105), (9/14/07),
and incorporated herein by reference.

(o) Powers of Attorney for all Trustees and Principal Officers: To be filed by
Amendment.

(p) Amended and Restated Code of Ethics of the Oppenheimer Funds dated August
30, 2007 under Rule 17j-1 of the Investment Company Act of 1940: Previously
filed with the Initial Registration Statement of Oppenheimer Portfolio Series
Fixed Income Investor Fund (Reg. No. 333-146105), (09/14/07), and incorporated
herein by reference.

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

None.

Item 25. - Indemnification

Reference is made to the provisions of Article Ninth 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,                        Treasurer of Centennial  Asset Management  Corporation;  Vice President and
Vice President                            Assistant Treasurer of OppenheimerFunds Distributor, Inc.
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
Patrick Adams                             None
Vice President
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
Robert Agan,                              Senior  Vice  President  of  Shareholder   Financial  Services,   Inc.  and
Senior Vice President                     Shareholders   Services,   Inc.;   Vice   President   of   OppenheimerFunds
                                          Distributor,  Inc., Centennial Asset Management Corporation and OFI Private
                                          Investments Inc.
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
Carl Algermissen,                         Assistant Secretary of Centennial Asset Management Corporation.
Vice President & Associate Counsel
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
Michael Amato,                            None
Vice President
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
Nicole Andersen,                          None
Assistant Vice President
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
Tracey Beck Apostolopoulos,               None
Assistant Vice President
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
Janette Aprilante,                        Secretary   (since   December  2001)  of:   Centennial   Asset   Management
Vice President & Secretary                Corporation,   OppenheimerFunds   Distributor,   Inc.,   HarbourView  Asset
                                          Management   Corporation   (since  June  2003),   Oppenheimer   Real  Asset
                                          Management,   Inc.,  Shareholder  Financial  Services,   Inc.,  Shareholder
                                          Services,  Inc., Trinity Investment  Management  Corporation (since January
                                          2005),  OppenheimerFunds  Legacy  Program,  OFI  Private  Investments  Inc.
                                          (since June 2003) and OFI Institutional Asset Management,  Inc. (since June
                                          2003). Assistant Secretary of OFI Trust Company (since December 2001).
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
Dmitri Artemiev                           Formerly (until January 2007) Analyst/Developer at Fidelity Investments.
Assistant Vice President
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
Hany S. Ayad,                             None
Vice President
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
Paul Aynsley,                             Formerly Vice President at Kepler Equities (December 2006 - February 2008)
Vice President
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
James F. Bailey,                          Senior Vice President of Shareholder Services, Inc. (since March 2006).
Senior Vice President
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
Robert Baker,                             None
Vice President
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
John Michael Banta,                       None
Assistant Vice President
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
Michael Barnes,                           None
Assistant Vice President
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
Adam Bass,                                None
Assistant Vice President
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
Kevin Baum,                               None
Vice President
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
Jeff Baumgartner,                         Vice President of HarbourView Asset Management Corporation.
Vice President
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
Marc Baylin,                              Vice President of OFI Institutional Asset Management, Inc.
Vice President
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
Todd Becerra,                             None
Assistant Vice President
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
Kathleen Beichert,                        Vice President of OppenheimerFunds Distributor, Inc.
Senior Vice President
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
Gerald B. Bellamy,                        Vice  President  (Sales  Manager  of  the  International  Division)  of OFI
Vice President                            Institutional Asset Management, Inc.
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
Erik S. Berg,                             None
Assistant Vice President
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
Emanuele Bergagnine,                      Assistant Vice President of OFI Institutional Asset Management, Inc.
Assistant Vice President
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
Robert Bertucci,                          None
Assistant Vice President:
Rochester Division
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
Rajeev Bhaman,                            Vice President of OFI Institutional Asset Management, Inc.
Senior Vice President
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
Craig Billings,                           None
Vice President
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
Mark Binning,                             None
Assistant Vice President
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
Robert J. Bishop,                         Treasurer (since October 2003) of  OppenheimerFunds  Distributor,  Inc. and
Vice President                            Centennial   Asset   Management   Corporation;   Assistant   Secretary   of
                                          Oppenheimer Acquisition Corp.
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
Julie Blanchard,                          Formerly Fund Accounting  Manager at  OppenheimerFunds,  Inc. (April 2006 -
Assistant Vice President                  February 2008).
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
Beth Bleimehl,                            None
Assistant Vice President
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
Lisa I. Bloomberg,                        Assistant Secretary of Oppenheimer Real Asset Management, Inc.
Vice President & Deputy General Counsel
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
Veronika Boesch,                          None
Vice President
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
Chad Boll,                                None
Vice President
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
Antulio N. Bomfim,                        None
Vice President
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
Michelle Borre Massick,                   None
Vice President
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
Lori E. Bostrom,                          Assistant Secretary of OppenheimerFunds Legacy Program.
Vice President & Deputy General Counsel
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
David J. Bowers                           Formerly (until July 2007) Analyst at Evergreen Investments.
Assistant Vice President
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
John Boydell,                             None
Vice President
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
Richard Britton, Formerly CTO/Managing Director of IT Infrastructure at GMAC
Residential Vice President Funding Corporation (October 2000 - October 2006).
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
Garrett C. Broadrup,                      Formerly  an  Associate  at Davis Polk & Wardwell  (October  2002 - October
Vice President & Assistant Counsel        2006).
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
Michael Bromberg,                         None
Assistant Vice President
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
Holly Broussard,                          None
Vice President
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
Roger Buckley,                            Formerly   Manager   in   Finance   (May   2006   -   February   2008)   at
Assistant Vice President                  OppenheimerFunds, Inc.
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
Carla Buffulin,                           None
Assistant Vice President
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
Stephanie Bullington,                     None
Assistant Vice President
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
Paul Burke,                               None
Vice President
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
Mark Burns,                               None
Vice President
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
JoAnne Butler,                            None
Assistant Vice President
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
Geoffrey Caan,                            None
Vice President
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
Christine Calandrella, Formerly Director of Empower Network (March 2007 -
September 2007); Assistant Vice President formerly HR Manager of Arrow
Electronics, Inc. (June 1998 - March 2007).
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
Dale William Campbell,                    Formerly (until January 2007) Manager at OppenheimerFunds, Inc.
Assistant Vice President
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
Patrick Campbell,                         Vice  President  of   OppenheimerFunds   Distributor,   Inc.,   Shareholder
Vice President                            Services, Inc. and Shareholder Financial Services, Inc.
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
Debra Casey,                              None
Vice President
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
Lisa Chaffee,                             None
Vice President
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
Ronald Chibnik,                           None
Vice President
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
Patrick Sheng Chu,                        None
Assistant Vice President
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
Brett Clark,                              None
Vice President
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
Jennifer Clark,                           Formerly  Manager  at  OppenheimerFunds,  Inc.  (February  2006 -  February
Assistant Vice President                  2008).  Assistant Vice President at Shareholder  Financial Services,  Inc.,
                                          Shareholder Services, Inc., and  OFI Private Investments Inc.
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
H.C. Digby Clements, None Senior Vice President: Rochester Division
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
Thomas Closs,                             Formerly  (until  January 2007)  Development  Manager at  OppenheimerFunds,
Assistant Vice President                  Inc.
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
David Cole,                               Formerly Manager at OppenheimerFunds, Inc (May 2006 - January 2008).
Assistant Vice President
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
Eric Compton,                             None
Vice President
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
Gerald James Concepcion,                  None
Assistant Vice President
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
Susan Cornwell,                           Senior  Vice  President  of  Shareholder   Financial  Services,   Inc.  and
Senior Vice President                     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
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
Lauren Coulston,                          None
Assistant Vice President
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
Terry Crady,                              Formerly IT Development Manager at OppenheimerFunds, Inc.
Assistant Vice President
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
George Curry,                             Vice President of OppenheimerFunds Distributor, Inc.
Vice President
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
Julie C. Cusker,                          None
Assistant Vice President:
Rochester Division
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
Kevin Dachille,                           None
Vice President
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
Rushan Dagli,                             Vice  President  of OFI Private  Investments  Inc.,  Shareholder  Financial
Vice President                            Services, Inc. and Shareholder Services, Inc.
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
John Damian,                              None
Senior Vice President
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
Jason Davis,                              Formerly Manager at OppenheimerFunds, Inc.
Assistant Vice President
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
Robert Dawson,                            None
Assistant Vice President
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
John Delano,                              None
Vice President
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
Kendra Delisa,                            Formerly (until January 2007) Manager at OppenheimerFunds, Inc.
Assistant Vice President
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
Damaris De Los Santos,                    Formerly Senior Account Executive (July 2003 - February 2008).
Assistant Vice President
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
Richard Demarco,                          None
Assistant Vice President
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
Craig P. Dinsell,                         None
Executive Vice President
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
Randall C. Dishmon,                       None
Vice President
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
Rebecca K. Dolan,                         None
Vice President
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
Steven D. Dombrower,                      Senior Vice President of OFI Private  Investments  Inc.;  Vice President of
Vice President                            OppenheimerFunds Distributor, Inc.
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
Sara Donahue,                             Formerly (until November 2006) Manager at OppenheimerFunds, Inc.
Assistant Vice President
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
Alicia Dopico,                            Formerly (until August 2007) Manager at OppenheimerFunds, Inc.
Assistant Vice President
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
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, None Vice President & Assistant Counsel
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
Venkat Eleswarapu,                        None
Vice President
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
Christopher Emanuel,                      None
Vice President
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
Daniel R. Engstrom,                       None
Vice President
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
James Robert Erven,                       None
Assistant Vice President
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
George R. Evans,                          None
Senior Vice President & Director of
International Equities
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
Edward N. Everett,                        None
Vice President
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
Kathy Faber,                              None
Assistant Vice President
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
David Falicia,                            Assistant  Secretary  (as of July  2004) of  HarbourView  Asset  Management
Assistant Vice President                  Corporation.
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
Rachel Fanopoulos,                        Formerly Manager (until August 2007) at OppenheimerFunds, Inc.
Assistant Vice President
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
Matthew Farkas,                           None
Vice President and Assistant Counsel
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
Kristie Feinberg,                         Assistant  Treasurer of Oppenheimer  Acquisition  Corp.,  Centennial  Asset
Vice President and Assistant Treasurer    Management  Corp.,  OFI   Institutional   Asset  Management  Inc.  and  OFI
                                          Institutional  Asset  Management;   Treasurer  of  OppenheimerFunds  Legacy
                                          Program, Oppenheimer Real Asset Management, Inc.
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
William Ferguson,                         Formerly Senior Marketing Manager at ETrade (June 2006 - January 2007).
Assistant Vice President
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
Emmanuel Ferreira,                        None
Vice President
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
Ronald H. Fielding,                       Vice  President  of  OppenheimerFunds  Distributor,  Inc.;  Director of ICI
Senior Vice President;                    Mutual Insurance Company;  Governor of St. John's College;  Chairman of the
Chairman of the Rochester Division        Board of  Directors  of  International  Museum  of  Photography  at  George
                                          Eastman House.
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
Steven Fling,                             None
Assistant Vice President
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
John E. Forrest,                          Senior Vice President of OppenheimerFunds Distributor, Inc.
Senior Vice President
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
David Foxhoven,                           Assistant  Vice  President  of   OppenheimerFunds   Legacy  Program;   Vice
Senior Vice President                     President of HarbourView Asset Management Corporation.
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
Colleen M. Franca,                        None
Vice President
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
Barbara Fraser,                           Secretary of OFI Trust Company (since December 2007).
Vice President & Associate Counsel
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
Dominic Freud,                            None
Vice President
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
Hazem Gamal,                              None
Vice President
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
Charles Gapay,                            Formerly (as of January 2007) Help Desk Manager at OppenheimerFunds, Inc.
Assistant Vice President
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
Seth Gelman,                              None
Vice President
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
Timothy Gerlach,                          None
Assistant Vice President
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
Alan C. Gilston,                          None
Vice President
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
Jacqueline Girvin-Harkins,                None
Assistant Vice President
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
Jill E. Glazerman,                        None
Senior Vice President
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
Kevin Glenn,                              Formerly Tax Manager at  OppenheimerFunds,  Inc.  (December 2006 - February
Assistant Vice President                  2008).
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
Benjamin J. Gord,                         Vice  President of  HarbourView  Asset  Management  Corporation  and of OFI
Vice President                            Institutional Asset Management, Inc.
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
Raquel Granahan,                          Senior Vice President of OFI Private  Investments  Inc.;  Vice President of
Senior Vice President                     OppenheimerFunds Distributor, Inc., and OppenheimerFunds Legacy Program.
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
Robert B. Grill,                          None
Senior Vice President
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
Carol Guttzeit,                           None
Vice President
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
Marilyn Hall,                             None
Vice President
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
Kelly Haney,                              None
Assistant Vice President
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
Steve Hauenstein,                         None
Assistant Vice President
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
Robert W. Hawkins,                        None
Vice President & Assistant Counsel
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
Thomas B. Hayes,                          None
Vice President
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
Bradley Hebert,                           Manager at OppenheimerFunds, Inc. (October 2004 - February 2008).
Assistant Vice President
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
Heidi Heikenfeld,                         None
Assistant Vice President
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
Annika Helgerson,                         None
Assistant Vice President
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
Daniel Herrmann,                          Vice President of OFI Private Investments Inc.
Vice President
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
Benjamin Hetrick,                         Manager at OppenheimerFunds, Inc (May 2006 - December 2007).
Assistant Vice President
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
Dennis Hess,                              None
Vice President
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
Joseph Higgins,                           Vice President of OFI Institutional Asset Management, Inc.
Vice President
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
Dorothy F. Hirshman,                      None
Vice President
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
Daniel Hoelscher,                         None
Assistant Vice President
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
Eivind Holte,                             Formerly Vice President at U.S. Trust (June 2005 - October 2007)
Vice President
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
Brian Hourihan,                           Assistant   Secretary  of   Oppenheimer   Real  Asset   Management,   Inc.,
Vice President & Deputy General Counsel   HarbourView  Asset  Management   Corporation,   OFI   Institutional   Asset
                                          Management,  Inc.  (since  April  2006) and Trinity  Investment  Management
                                          Corporation.
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
Edward Hrybenko,                          Vice President of OppenheimerFunds Distributor, Inc.
Vice President
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
Jason Hubersberger,                       None
Vice President
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
Kevin Andrew Huddleston,                  None
Assistant Vice President
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
Scott T. Huebl,                           Assistant Vice President of OppenheimerFunds Legacy Program.
Vice President
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
Douglas Huffman,                          None
Assistant Vice President
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
Margaret Hui,                             None
Vice President
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
Dana Hunter,                              None
Assistant Vice President
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
John Huttlin,                             Senior Vice  President  (Director  of the  International  Division)  (since
Vice President                            January 2004) of OFI Institutional Asset Management,  Inc.; Director (since
                                          June 2003) of OppenheimerFunds International Distributor Limited.
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
James G. Hyland,                          None
Assistant Vice President
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
Kelly Bridget Ireland,                    None
Vice President
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
Kathleen T. Ives,                         Vice  President and Assistant  Secretary of  OppenheimerFunds  Distributor,
Vice President, Deputy General Counsel    Inc. and  Shareholder  Services,  Inc.;  Assistant  Secretary of Centennial
& Assistant Secretary                     Asset   Management   Corporation,   OppenheimerFunds   Legacy  Program  and
                                          Shareholder Financial Services, Inc.
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
Frank V. Jennings,                        None
Senior Vice President
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
John Jennings,                            None
Vice President
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
Jin Jo,                                   Formerly Audit Manager at Deloitte & Touche LLP (as of August 2007)
Assistant Vice President
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
Lisa Kadehjian,                           None
Assistant Vice President
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
Charles Kandilis,                         None
Assistant Vice President
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
Amee Kantesaria,                          Formerly Counsel at Massachusetts Mutual Life Insurance Company
Assistant Vice President and              (May 2005-December 2006).
Assistant Counsel
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
Rezo Kanovich,                            None
Assistant Vice President
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
Thomas W. Keffer,                         Senior Vice President of OppenheimerFunds Distributor, Inc.
Senior Vice President
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
James Kennedy,                            Formerly self-employed (December 2005 - September 2006).
Senior Vice President
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
Michael Keogh,                            Vice President of OppenheimerFunds Distributor, Inc.
Vice President
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
John Kiernan,                             None
Vice President & Marketing Compliance
Manager
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
Michael Kim,                              None
Assistant Vice President
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
Audrey Kiszla,                            None
Vice President
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
Lisa Klassen,                             Vice  President  of OFI Private  Investments  Inc.,  Shareholder  Financial
Vice President                            Services,  Inc. and Shareholder  Financial Services,  Inc.;  Assistant Vice
                                          President  of   OppenheimerFunds   Legacy   Program  and   OppenheimerFunds
                                          Distributor, Inc.
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
Richard Knott,                            President and Director of  OppenheimerFunds  Distributor,  Inc.;  Executive
Executive Vice President                  Vice President of OFI Private Investments Inc.;  Executive Vice President &
                                          Director of Centennial Asset Management Corporation.
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
Daniel Kohn,                              None
Vice President
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
Martin S. Korn,                           None
Senior Vice President
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
Tatyana Kosheleva,                        Formerly (as of April 2007) Finance Manager at IBM Corp.
Assistant Vice President
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
Michael Kotlartz,                         None
Vice President
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
Brian Kramer,                             None
Vice President
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
S. Arthur Krause, Formerly Product Manager of OppenheimerFunds, Inc. (as of
January 2007). Assistant Vice President
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
Alexander Kurinets,                       None
Assistant Vice President
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
Gloria LaFond,                            None
Assistant Vice President
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
Lisa Lamentino,                           None
Vice President
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
Tracey Lange,                             Vice  President  of  OppenheimerFunds  Distributor,  Inc.  and OFI  Private
Vice President                            Investments Inc.
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
Jeffrey P. Lagarce,                       President of OFI Institutional Asset Management, Inc. as of January 2005.
Senior Vice President
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
John Latino,                              None
Vice President
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
Gayle Leavitt,                            None
Assistant Vice President
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
Christopher M. Leavy,                     Senior Vice President of OFI Private  Investments  Inc., OFI  Institutional
Senior Vice President                     Asset Management, Inc., and Trinity Investment Management Corporation
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
Randy Legg,                               None
Vice President & Associate Counsel
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
Laura Leitzinger,                         Senior  Vice  President  of  Shareholder  Services,  Inc.  and  Shareholder
Senior Vice President                     Financial Services, Inc.
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
Justin Leverenz,                          None
Vice President
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
Michael S. Levine,                        None
Vice President
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
Brian Levitt,                             None
Vice President
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
Gang Li,                                  None
Vice President
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
Shanquan Li,                              None
Vice President
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
Julie A. Libby,                           Senior  Vice  President  and  Chief   Operating   Officer  of  OFI  Private
Senior Vice President                     Investments Inc.
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
Daniel Lifshey,                           None
Assistant Vice President
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
Mitchell J. Lindauer,                     None
Vice President & Assistant General
Counsel
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
Bill Linden,                              None
Assistant Vice President
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
Malissa B. Lischin,                       Assistant Vice President of OppenheimerFunds Distributor, Inc.
Vice President
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
Justin Livengood,                         None
Vice President
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
Christina Loftus,                         None
Vice President
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
David P. Lolli,                           None
Assistant Vice President
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
Ian Loughlin,                             Formerly Financial Analysis Manager at OppenheimerFunds,  Inc. (June 2005 -
Assistant Vice President                  February 2008).
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
Daniel G. Loughran                        None
Senior Vice President:
Rochester Division
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
Patricia Lovett,                          Vice  President of  Shareholder  Financial  Services,  Inc. and Senior Vice
Senior Vice President                     President of Shareholder Services, Inc.
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
Misha Lozovik,                            None
Vice President
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
Dongyan Ma,                               None
Assistant Vice President
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
Matthew Maley,                            Formerly Operations Manager at Bear Stearns (June 2005 - February 2008).
Assistant Vice President
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
Daniel Martin,                            None
Assistant Vice President
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
Jerry Mandzij,                            None
Vice President
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
Angelo G. Manioudakis,                    Senior Vice President of HarbourView  Asset  Management  Corporation and of
Senior Vice President                     OFI  Institutional  Asset  Management,  Inc.; Vice President of Oppenheimer
                                          Real Asset Management, Inc.
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
Carolyn Maxson,                           None
Assistant Vice President
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
William T. Mazzafro,                      None
Vice President
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
Trudi McCanna,                            None
Vice President
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
Neil McCarthy,                            None
Vice President
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
Elizabeth McCormack,                      Vice  President and Assistant  Secretary of  HarbourView  Asset  Management
Vice President                            Corporation.
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
John McCullough,                          None
Vice President
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
Joseph McDonnell,                         None
Vice President
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
Joseph McGovern,                          None
Vice President
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
Charles L. McKenzie,                      Chairman of the Board,  Director,  Chief Executive Officer and President of
Senior Vice President                     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 and
                                          Director of Trinity Investment
                                          Management Corporation and Vice
                                          President of Oppenheimer Real Asset
                                          Management, Inc.
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
William McNamara,                         None
Assistant Vice President
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
Mary McNamee,                             None
Vice President
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
Michael Medev,                            None
Assistant Vice President
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
Lucienne Mercogliano,                     None
Vice President
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
Jay Mewhirter,                            None
Vice President
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
Andrew J. Mika,                           None
Senior Vice President
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
Jan Miller,                               None
Assistant Vice President
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
Scott Miller,                             Formerly  Assistant  Vice President at AXA  Distributors,  LLC (July 2005 -
Vice President                            February 2008).
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
Rejeev Mohammed,                          None
Assistant Vice President
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
Sarah Morrison,                           Formerly (as of January 2007) Manager at OppenheimerFunds, Inc.
Assistant Vice President
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
Jill Mulcahy,                             None
Vice President:
Rochester Division
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
John V. Murphy,                           President  and  Management  Director  of  Oppenheimer   Acquisition  Corp.;
Chairman, Chief                           President  and  Director  of  Oppenheimer  Real  Asset  Management,   Inc.;
Executive Officer & Director              Chairman  and  Director  of  Shareholder  Services,  Inc.  and  Shareholder
                                          Financial Services, Inc.; Director of OppenheimerFunds  Distributor,  Inc.,
                                          OFI Institutional  Asset Management,  Inc., Trinity  Investment  Management
                                          Corporation,  Tremont Group Holdings,  Inc.,  HarbourView  Asset Management
                                          Corporation and OFI Private  Investments Inc.;  Executive Vice President of
                                          Massachusetts  Mutual Life Insurance  Company;  Director of DLB Acquisition
                                          Corporation;  a  member  of the  Investment  Company  Institute's  Board of
                                          Governors.
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
Suzanne Murphy,                           Vice President of OFI Private Investments Inc.
Vice President
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
Thomas J. Murray,                         None
Vice President
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
Christine Nasta,                          Vice President of OppenheimerFunds Distributor, Inc.
Vice President
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
Paul Newman,                              None
Assistant Vice President
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
Richard Nichols,                          None
Vice President
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
William Norman,                           None
Assistant Vice President
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
James B. O'Connell,                       None
Assistant Vice President
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
Matthew O'Donnell,                        None
Vice President
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
Lisa Ogren,                               Formerly Manager at OppenheimerFunds, Inc.
Assistant Vice President
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
Tony Oh,                                  None
Assistant Vice President
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
John J. Okray,                            None
Vice President
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
Kristina Olson,                           None
Vice President
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
Lerae A. Palumbo,                         None
Assistant Vice President
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
Kathleen Patton,                          Assistant Vice President of Shareholder Services, Inc.
Assistant Vice President
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
David P. Pellegrino,                      None
Senior Vice President
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
Allison C. Pells,                         None
Assistant Vice President
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
Robert H. Pemble,                         None
Vice President
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
Lori L. Penna,                            None
Vice President
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
Brian Petersen,                           Assistant Treasurer of OppenheimerFunds Legacy Program.
Vice President
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
Marmeline Petion-Midy,                    None
Assistant Vice President
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
David Pfeffer,                            Treasurer  of  Oppenheimer  Acquisition  Corp.;  Senior Vice  President  of
Senior Vice President, Chief Financial    HarbourView Asset Management Corporation since February 2004.
Officer & Treasurer
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
James F. Phillips,                        None
Senior Vice President
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
Gary Pilc,                                None
Vice President
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
John Piper,                               Assistant Vice President of Shareholder Services, Inc.
Assistant Vice President
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
Jeaneen Pisarra,                          None
Vice President
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
Nicolas Pisciotti,                        None
Vice President
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
Christine Polak,                          None
Vice President
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
Sergei Polevikov,                         None
Assistant Vice President
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
Jeffrey Portnoy,                          None
Assistant Vice President
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
David Preuss,                             None
Assistant Vice President
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
Ellen Puckett,                            None
Assistant Vice President
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
Jodi Pullman,                             Formerly  Product  Manager  at  OppenheimerFunds,   Inc.  (January  2007  -
Assistant Vice President                  February  2008);  Senior Project Manager at  OppenheimerFunds,  Inc. (March
                                          2006 - January 2007).
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
Paul Quarles,                             None
Assistant Vice President
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
Michael E. Quinn,                         None
Vice President
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
Julie S. Radtke,                          None
Vice President
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
Timothy Raeke,                            Formerly (as of July 2007) Vice President at MFS Investment Management.
Assistant 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
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
Jason Reuter,                             Formerly  Manager  at  OppenheimerFunds,  Inc.  (February  2006 -  February
Assistant Vice President                  2008).
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
Eric Rhodes,                              None
Assistant Vice President
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
Maria Ribeiro De Castro,                  None
Vice President
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
Eric Richter,                             Vice President of HarbourView Asset Management Corporation.
Vice President
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
Grace Roberts,                            None
Assistant Vice President
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
David Robertson,                          Senior Vice President of OppenheimerFunds Distributor,  Inc.; President and
Senior Vice President                     Director of Centennial Asset Management Corporation.
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
Robert Robis,                             None
Vice President
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
Antoinette Rodriguez,                     None
Vice President
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
Lucille Rodriguez,                        None
Assistant Vice President
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
Stacey Roode,                             None
Senior Vice President
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
Jeffrey S. Rosen,                         None
Vice President
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
Stacy Roth,                               None
Vice President
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
Richard Royce,                            None
Vice President
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
Adrienne Ruffle,                          Assistant Secretary of OppenheimerFunds Legacy Program.
Vice President & Assistant Counsel
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
Kim Russomanno,                           None
Assistant Vice President
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
Gerald Rutledge,                          None
Vice President
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
Julie Anne Ryan,                          None
Vice President
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
Timothy Ryan,                             None
Vice President
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
Matthew Torpey,                           None
Assistant Vice President
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
Rohit Sah,                                None
Vice President
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
Gary Salerno,                             Formerly  (as  of  May  2007)   Separate   Account   Business   Liaison  at
Assistant Vice President                  OppenheimerFunds, Inc.
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
Valerie Sanders,                          None
Vice President
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
Kurt Savallo,                             Formerly Senior Business Analyst at OppenheimerFunds, Inc.
Assistant Vice President
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
Rudi W. Schadt,                           None
Vice President
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
Mary Beth Schellhorn,                     None
Assistant Vice President
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
Ellen P. Schoenfeld,                      None
Vice President
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
Kathleen Schmitz,                         Assistant  Vice  President of  HarbourView  Asset  Management  Corporation.
Assistant Vice President                  Formerly Fund Accounting Manager at  OppenheimerFunds,  Inc. (November 2004
                                          - February 2008).
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
Patrick Schneider,                        None
Assistant Vice President
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
Scott A. Schwegel,                        None
Assistant Vice President
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
Allan P. Sedmak,                          None
Assistant Vice President
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
Jennifer L. Sexton,                       Senior Vice President of OFI Private Investments Inc.
Vice President
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
Asutosh Shah,                             None
Vice President
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
Kamal Shah,                               None
Vice President
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
Navin Sharma,                             None
Vice President
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
Tammy Sheffer,                            None
Vice President
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
Mary Dugan Sheridan,                      None
Vice President
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
Nicholas Sherwood,                        Formerly Manager at OppenheimerFunds, Inc. (February 2006 - February 2008).
Assistant Vice President
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
David C. Sitgreaves,                      None
Assistant Vice President
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
Michael Skatrud,                          Formerly (as of March 2007) Corporate Bond Analyst at Putnam Investments.
Assistant Vice President
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
Enrique H. Smith,                         None
Vice President
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
Kevin Smith,                              None
Vice President
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
Paul Snogren                              None
Assistant 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 XAware,  Inc. (October 2002 -
Vice President                            August 2006).
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
Richard A. Stein,                         None
Vice President:
Rochester Division
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
Arthur P. Steinmetz,                      Senior Vice President of HarbourView  Asset  Management  Corporation;  Vice
Senior Vice President                     President of OFI Institutional Asset Management, Inc.
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
Jennifer Stevens,                         None
Vice President
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
Benjamin Stewart,                         None
Assistant Vice President
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
Peter Strzalkowski,                       Vice  President  of  HarbourView  Asset  Management,  Inc.  Formerly (as of
Vice President                            August 2007). Founder/Managing Partner at Vector Capital Management.
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
John P. Stoma,                            Senior Vice President of OppenheimerFunds Distributor, Inc.
Senior Vice President
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
Amy Sullivan,                             None
Assistant Vice President
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
Carole Sumption,                          Formerly Vice President at Policy Studies, Inc. (July 2003 - April 2007).
Vice President
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
Michael Sussman,                          Vice President of OppenheimerFunds Distributor, Inc.
Vice President
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
Thomas Swaney,                            Vice President of HarbourView Asset Management Corporation.
Vice President
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
Brian C. Szilagyi,                        None
Assistant Vice President
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
Martin Telles,                            Senior Vice President of OppenheimerFunds Distributor, Inc.
Senior Vice President
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
Charles Toomey,                           None
Vice President
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
Vincent Toner,                            None
Vice President
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
Melinda Trujillo,                         None
Vice President
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
Leonid Tsvayg,                            None
Assistant Vice President
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
Keith Tucker,                             None
Vice President
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
Angela Uttaro,                            None
Assistant Vice President: Rochester
Division
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
Mark S. Vandehey,                         Vice   President   and  Chief   Compliance   Officer  of   OppenheimerFunds
Senior Vice President & Chief             Distributor,  Inc., Centennial Asset Management Corporation and Shareholder
Compliance Officer                        Services,  Inc.; Chief Compliance  Officer of HarbourView  Asset Management
                                          Corporation,  Real Asset Management,  Inc., Shareholder Financial Services,
                                          Inc., Trinity Investment Management  Corporation,  OppenheimerFunds  Legacy
                                          Program,  OFI  Private  Investments  Inc.  and OFI  Trust  Company  and OFI
                                          Institutional Asset Management, Inc.
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
Maureen Van Norstrand,                    None
Vice President
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
Nancy Vann,                               None
Vice President & Associate Counsel
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
Rene Vecka,                               None
Assistant Vice President:
Rochester Division
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
Vincent Vermette,                         Assistant Vice President of OppenheimerFunds Distributor, Inc.
Vice President
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
Elaine Villas-Obusan,                     None
Assistant Vice President
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
Ryan Virag,                               None
Assistant Vice President
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
Jake Vogelaar,                            None
Assistant Vice President
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
Phillip F. Vottiero,                      None
Vice President
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
Mark Wachter,                             Formerly Manager at OppenheimerFunds, Inc.  (March 2005 - February 2008).
Vice President
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
Lisa Walsh,                               None
Assistant Vice President
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
Darren Walsh,                             President  and  Director  of  Shareholder  Financial  Services,   Inc.  and
Executive Vice President                  Shareholder  Services,  Inc.  Formerly  General  Manager  and  Senior  Vice
                                          President of Comverse (December 2005 -
September 2006).
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
Richard Walsh,                            Vice President of OFI Private Investments.
Vice President
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
Thomas Waters,                            Vice President of OFI Institutional Asset Management, Inc.
Vice President
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
Deborah Weaver,                           None
Vice President
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
Jerry A. Webman,                          Senior Vice President of HarbourView Asset Management Corporation.
Senior Vice President
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
Christopher D. Weiler,                    None
Vice President:
Rochester Division
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
Melissa Lynn Weiss,                       None
Vice President & Deputy Counsel
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
Christine Wells,                          None
Vice President
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
Joseph J. Welsh,                          Vice President of HarbourView Asset Management Corporation.
Vice President
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
Catherine M. White,                       Assistant Vice President of OppenheimerFunds  Distributor,  Inc.; member of
Assistant Vice President                  the American Society of Pension Actuaries (ASPA) since 1995.
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
Troy Willis,                              None
Assistant Vice President,
Rochester Division
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
Mitchell Williams,                        None
Vice President
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
Julie Wimer,                              None
Assistant Vice President
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
Donna M. Winn,                            President,  Chief Executive  Officer & Director of OFI Private  Investments
Senior Vice President                     Inc.; Director & President of OppenheimerFunds  Legacy Program; Senior Vice
                                          President of OppenheimerFunds Distributor, Inc.
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
Brian W. Wixted,                          Treasurer of HarbourView  Asset  Management  Corporation;  OppenheimerFunds
Senior Vice President & Treasurer         International Ltd.,  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  Management  Corporation and of
Senior Vice President                     Centennial   Asset   Management   Corporation;   Vice   President   of  OFI
                                          Institutional  Asset  Management,  Inc; serves on the Board of the Colorado
                                          Ballet.
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
Meredith Wolff,                           Vice President of OppenheimerFunds Distributor, Inc.
Vice President
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
Oliver Wolff,                             None
Assistant Vice President
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
Kurt Wolfgruber,                          Director of OppenheimerFunds  Distributor,  Inc., Director of Tremont Group
President, Chief Investment Officer &     Holdings,   Inc.,   HarbourView   Asset  Management   Corporation  and  OFI
Director                                  Institutional  Asset  Management,   Inc.  (since  June  2003).   Management
                                          Director of Oppenheimer Acquisition Corp. (since December 2005).
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
Caleb C. Wong,                            None
Vice President
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
Edward C. Yoensky,                        None
Assistant Vice President
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
Geoff Youell,                             None
Assistant Vice President
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
Lucy Zachman,                             None
Vice President
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
Robert G. Zack,                           General  Counsel  of  Centennial  Asset  Management  Corporation;   General
Executive Vice President &                Counsel and Director of  OppenheimerFunds  Distributor,  Inc.;  Senior Vice
General Counsel                           President and General Counsel of HarbourView  Asset Management  Corporation
                                          and OFI  Institutional  Asset  Management,  Inc.;  Senior  Vice  President,
                                          General  Counsel and  Director of  Shareholder  Financial  Services,  Inc.,
                                          Shareholder  Services,  Inc., OFI Private Investments Inc.;  Executive Vice
                                          President,  General Counsel and Director of OFI Trust Company; Director and
                                          Assistant  Secretary  of  OppenheimerFunds   International   Limited;  Vice
                                          President,  Secretary and General Counsel of Oppenheimer Acquisition Corp.;
                                          Director  and  Assistant   Secretary  of   OppenheimerFunds   International
                                          Distributor  Limited;  Vice President of  OppenheimerFunds  Legacy Program;
                                          Vice  President  and Director of  Oppenheimer  Partnership  Holdings  Inc.;
                                          Director of OFI Institutional Asset Management, Ltd.
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
Anna Zatulovskaya,                        None
Assistant Vice President
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
Mark D. Zavanelli,                        Vice President of OFI Institutional Asset Management, Inc.
Vice President
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
Sara Zervos,                              None
Vice President
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
Alex Zhou,                                None
Assistant Vice President
----------------------------------------- ----------------------------------------------------------------------------
----------------------------------------- ----------------------------------------------------------------------------
Ronald Zibelli, Jr.                       Formerly  Managing  Director  and Small Cap Growth  Team  Leader at Merrill
Vice President                            Lynch.
----------------------------------------- ----------------------------------------------------------------------------

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 Oppenheimer Absolute Return Fund
Oppenheimer AMT-Free Municipals Oppenheimer AMT-Free New York Municipals
Oppenheimer Balanced Fund Oppenheimer Baring China Fund Oppenheimer Baring Japan
Fund Oppenheimer Baring SMA International Fund Oppenheimer California Municipal
Fund Oppenheimer Capital Appreciation Fund Oppenheimer Capital Income Fund
Oppenheimer Cash Reserves Oppenheimer Champion Income Fund Oppenheimer Commodity
Strategy Total Return Fund Oppenheimer Convertible Securities Fund (a series of
Bond Fund Series) Oppenheimer Core Bond Fund (a series of Oppenheimer Integrity
Funds) Oppenheimer Developing Markets Fund Oppenheimer Discovery Fund
Oppenheimer Dividend Growth Fund Oppenheimer Emerging Growth Fund Oppenheimer
Equity Fund, Inc.
Oppenheimer Equity Income Fund, Inc.
Oppenheimer Global Fund
Oppenheimer Global Opportunities Fund
Oppenheimer Global Value Fund
Oppenheimer Gold & Special Minerals Fund
Oppenheimer International Bond Fund
Oppenheimer Institutional Money Market Fund
Oppenheimer International Diversified Fund
Oppenheimer International Growth Fund
Oppenheimer International Small Company Fund
Oppenheimer International Value Fund (a series of Oppenheimer International
Value Trust) Oppenheimer Limited Term California Municipal Fund Oppenheimer
Limited-Term Government Fund Oppenheimer Limited Term Municipal Fund (a series
of Oppenheimer Municipal Fund) Oppenheimer Main Street Fund (a series of
Oppenheimer Main Street Funds, Inc.) Oppenheimer Main Street Opportunity Fund
Oppenheimer Main Street Small Cap Fund Oppenheimer Master Loan Fund, LLC
Oppenheimer Master International Value Fund, LLC Oppenheimer MidCap Fund
Oppenheimer Money Market Fund, Inc. Oppenheimer Multi-State Municipal Trust (3
series):
     Oppenheimer New Jersey Municipal Fund
     Oppenheimer Pennsylvania Municipal Fund
     Oppenheimer Rochester National Municipals
Oppenheimer Portfolio Series (4 series)
      Active Allocation Fund
      Equity Investor Fund
      Conservative Investor Fund
     Moderate Investor Fund
Oppenheimer Portfolio Series Fixed Income Active Allocation Fund
Oppenheimer Principal Protected Main Street Fund (a series of Oppenheimer Principal
         Protected Trust)
Oppenheimer Principal Protected Main Street Fund II (a series of Oppenheimer Principal
         Protected Trust II)
Oppenheimer Principal Protected Main Street Fund III (a series of Oppenheimer Principal
         Protected Trust III)
Oppenheimer Quest For Value Funds (3 series)
     Oppenheimer Quest Balanced Fund
     Oppenheimer Quest Opportunity Value Fund
     Oppenheimer Small- & Mid-Cap Value Fund
Oppenheimer Quest International Value Fund, Inc. Oppenheimer Real Estate Fund
Oppenheimer Rising Dividends Fund, Inc. Oppenheimer Rochester Arizona Municipal
Fund Oppenheimer Rochester Maryland Municipal Fund Oppenheimer Rochester
Massachusetts Municipal Fund Oppenheimer Rochester Michigan Municipal Fund
Oppenheimer Rochester Minnesota Municipal Fund Oppenheimer Rochester North
Carolina Municipal Fund Oppenheimer Rochester Ohio Municipal Fund Oppenheimer
Rochester Virginia Municipal Fund Oppenheimer Select Value Fund Oppenheimer
Senior Floating Rate Fund Oppenheimer Series Fund, Inc. (1 series): Oppenheimer
Value Fund Oppenheimer SMA Core Bond Fund Oppenheimer SMA International Bond
Fund Oppenheimer Strategic Income Fund Oppenheimer Transition 2010 Fund
Oppenheimer Transition 2015 Fund Oppenheimer Transition 2020 Fund Oppenheimer
Transition 2025 Fund Oppenheimer Transition 2030 Fund Oppenheimer Transition
2040 Fund Oppenheimer Transition 2050 Fund Oppenheimer U.S. Government Trust
Oppenheimer Variable Account Funds (11 series):
     Oppenheimer Balanced Fund/VA Oppenheimer Capital Appreciation Fund/VA
     Oppenheimer Core Bond Fund/VA Oppenheimer Global Securities Fund/VA
     Oppenheimer High Income Fund/VA Oppenheimer Main Street Fund/VA Oppenheimer
     Main Street Small Cap Fund/VA Oppenheimer MidCap Fund/VA Oppenheimer Money
     Fund/VA Oppenheimer Strategic Bond Fund/VA Oppenheimer Value Fund/VA
Panorama Series Fund, Inc. (4 series):
     Government Securities Portfolio
     Growth Portfolio
     Oppenheimer International Growth Fund/VA
     Total Return Portfolio
Rochester Fund Municipals

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

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

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

     The  address  of  OppenheimerFunds   International  Ltd.  is  70  Sir  John
Rogerson's Quay, Dublin 2, Ireland.

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

     The address of OppenheimerFunds  International Distributor Limited is Suite
1601, Central Tower, 28 Queen's Road Central, Hong Kong.

Item 27. Principal Underwriter

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

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

------------------------------------------------ ------------------------------------ ---------------------------------
Name & Principal                                 Position & Office                    Position and Office
Business Address                                 with Underwriter                     with Registrant
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
Timothy Abbhul(1)                                Vice President and Treasurer         None
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
Robert Agan(1)                                   Vice President                       None
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
Anthony Allocco(2)                               Assistant Vice President             None
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
Janette Aprilante(2)                             Secretary                            None
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
Tracey Apostolopoulos(1)                         Assistant Vice President             None
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
James Barker                                     Vice President                       None
1723 W. Nelson Street
Chicago, IL 60657
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
Kathleen Beichert(1)                             Senior Vice President                None
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
Rocco Benedetto(2)                               Vice President                       None
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------

------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
Christopher Bergeron                             Vice President                       None
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
Rick Bettridge                                   Vice President                       None
11504 Flowering Plum Lane
Highland,  UT  84003
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
David A. Borrelli                                Vice President                       None
105 Black Calla Ct.
San Ramon, CA 94583
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
Jeffrey R. Botwinick                             Vice President                       None
4431 Twin Pines Drive
Manlius, NY 13104
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
Sarah Bourgraf(1)                                Vice President                       None
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
Bryan Bracchi                                    Vice President                       None
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
Michelle Brennan(2)                              Vice President                       None
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
Joshua Broad(2)                                  Vice President                       None
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
Kevin E. Brosmith                                Senior Vice President                None
5 Deer Path
South Natlick, MA 01760
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
Jeffrey W. Bryan                                 Vice President                       None
1048 Malaga Avenue
Coral Gables, FL 33134
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
Ross Burkstaller                                 Vice President                       None
211 Tulane Drive SE
Albuquerque, NM 87106
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
Patrick Campbell(1)                              Assistant Vice President             None
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
Robert Caruso                                    Vice President                       None
15 Deforest Road
Wilton, CT 06897
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
Donelle Chisolm(2)                               Assistant Vice President             None
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
Andrew Chronofsky                                Vice President                       None
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
Angelanto Ciaglia(2)                             Vice President                       None
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
Melissa Clayton(2)                               Assistant Vice President             None
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
Craig Colby(2)                                   Vice President                       None
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
Rodney Constable(1)                              Vice President                       None
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
Susan Cornwell(1)                                Vice President                       None
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
Neev Crane                                       Vice President                       None
1530 Beacon Street, Apt. #1403
Brookline, MA 02446
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
Michael Daley                                    Vice President                       None
40W387 Oliver Wendell Holmes St
St. Charles, IL 60175
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
Fredrick Davis                                   Vice President                       None
14431 SE 61st Street
Bellevue, WA 98006
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
John Davis(2)                                    Vice President                       None
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
Stephen J. Demetrovits(2)                        Vice President                       None
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
Steven Dombrower                                 Vice President                       None
13 Greenbrush Court
Greenlawn, NY 11740
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
Beth Arthur Du Toit(1)                           Vice President                       None
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
Kent M. Elwell                                   Vice President                       None
35 Crown Terrace
Yardley, PA 19067
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
Gregg A. Everett                                 Vice President                       None
4328 Auston Way
Palm Harbor, FL 34685-4017
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
George R. Fahey                                  Senior Vice President                None
9511 Silent Hills Lane
Lone Tree, CO 80124
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
Eric C. Fallon                                   Vice President                       None
10 Worth Circle
Newton, MA 02458
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
Kristie Feinberg(2)                              Assistant Treasurer                  None
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
James Fereday                                    Vice President                       None
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
Joseph Fernandez                                 Vice President                       None
1717 Richbourg Park Drive
Brentwood, TN 37027
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
Mark J. Ferro                                    Senior Vice President                None
104 Beach 221st Street
Breezy Point, NY 11697
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
Ronald H. Fielding(3)                            Vice President                       None
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
Eric P. Fishel                                   Vice President                       None
725 Boston Post Rd., #12
Sudbury, MA 01776
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
Patrick W. Flynn                                 Senior Vice President                None
14083 East Fair Avenue
Englewood, CO 80111
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
John E. Forrest(2)                               Senior Vice President                None
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
John ("J") Fortuna(2)                            Vice President                       None
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
Jayme D. Fowler                                  Vice President                       None
3818 Cedar Springs Road, #101-349
Dallas, TX 75219
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
William Friebel                                  Vice President                       None
2919 St. Albans Forest Circle
Glencoe, MO 63038
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
Alyson Frost(2)                                  Assistant Vice President             None
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
Richard Fuerman(2)                               Vice President                       None
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
Charlotte Gardner(1)                             Vice President                       None
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
Lucio Giliberti                                  Vice President                       None
6 Cyndi Court
Flemington, NJ 08822
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
David Goldberg                                   Assistant Vice President             None
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
Michael Gottesman                                Vice President                       None
255 Westchester Way
Birmingham, MI 48009
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
Raquel Granahan(4)                               Vice President                       None
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
Ralph Grant                                      Senior Vice President                None
10 Boathouse Close
Mt. Pleasant, SC 29464
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
Kahle Greenfield(2)                              Vice President                       None
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
Robert Grill(2)                                  Senior Vice President                None
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
Eric Grossjung                                   Vice President                       None
4002 N. 194th Street
Elkhorn, NE 68022
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
Michael D. Guman                                 Vice President                       None
3913 Pleasant Avenue
Allentown, PA 18103
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
James E. Gunter                                  Vice President                       None
603 Withers Circle
Wilmington, DE 19810
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
Garrett Harbron                                  Vice President                       None
8895 Hillsboro Road
Valles Mines, MO 63087
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
Kevin J. Healy(2)                                Vice President                       None
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
Kenneth Henry(2)                                 Vice President                       None
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
Wendy G. Hetson(2)                               Vice President                       None
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
Jennifer Hoelscher(1)                            Assistant Vice President             None
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
William E. Hortz(2)                              Vice President                       None
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
Edward Hrybenko(2)                               Vice President                       None
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
Amy Huber(1)                                     Assistant Vice President             None
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
Brian F. Husch                                   Vice President                       None
37 Hollow Road
Stonybrook, NY 11790
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
Patrick Hyland(2)                                Assistant Vice President             None
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
Keith Hylind(2)                                  Vice President                       None
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
Kathleen T. Ives(1)                              Vice President & Assistant           Assistant Secretary
                                                 Secretary
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
Shonda Rae Jaquez(2)                             Vice President                       None
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
Eric K. Johnson                                  Vice President                       None
8588 Colonial Drive
Lone Tree, CO 80124
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
Elyse Jurman                                     Vice President                       None
5486 NW 42 Ave
Boca Raton, FL 33496
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
Thomas Keffer(2)                                 Senior Vice President                None
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
Michael Keogh(2)                                 Vice President                       None
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
Brian Kiley(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)                                 President and Director               None
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
Brent A. Krantz                                  Senior Vice President                None
61500 Tam McArthur Loop
Bend, OR 97702
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
Eric Kristenson(2)                               Vice President                       None
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
David T. Kuzia                                   Vice President                       None
10258 S. Dowling Way
Highlands Ranch, CO 80126
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
Tracey Lange(2)                                  Vice President                       None
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
John Laudadio                                    Vice President                       None
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
Jesse Levitt(2)                                  Vice President                       None
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
Julie Libby(2)                                   Senior Vice President                None
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
Eric J. Liberman                                 Vice President                       None
27 Tappan Ave., Unit West
Sleepy Hollow, NY 10591
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
Malissa Lischin(2)                               Assistant Vice President             None
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
Christina Loftus(2)                              Vice President                       None
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
Thomas Loncar                                    Vice President                       None
1401 North Taft Street, Apt. 726
Arlington, VA 22201
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
Peter Maddox(2)                                  Vice President                       None
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
Michael Malik                                    Vice President                       None
546 Idylberry Road
San Rafael, CA 94903
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
Steven C. Manns                                  Vice President                       None
1627 N. Hermitage Avenue
Chicago, IL 60622
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
Todd A. Marion                                   Vice President                       None
24 Midland Avenue
Cold Spring Harbor, NY 11724
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
LuAnn Mascia(2)                                  Vice President                       None
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
Michael McDonald                                 Vice President                       None
11749 S Cormorant Circle
Parker, CO 80134
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
John C. McDonough                                Senior Vice President                None
533 Valley Road
New Canaan, CT 06840
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
Kent C. McGowan                                  Vice President                       None
9510 190th Place SW
Edmonds, WA 98020
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
Brian F. Medina                                  Vice President                       None
3009 Irving Street
Denver, CO 80211
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
William Meerman                                  Vice President                       None
4939 Stonehaven Drive
Columbus, OH 43220
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
Saul Mendoza                                     Vice President                       None
503 Vincinda Crest Way
Tampa FL 33619
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
Mark Mezzanotte                                  Vice President                       None
16 Cullen Way
Exeter, NH 03833
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
Matthew L. Michaelson                            Vice President                       None
1250 W. Grace, #3R
Chicago, IL 60613
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
Noah Miller(1)                                   Vice President                       None
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
Clint Modler(1)                                  Vice President                       None
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
Robert Moser                                     Vice President                       None
9650 East Aspen Hill Circle
Lone Tree, CO 80124
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
David W. Mountford                               Vice President                       None
7820 Banyan Terrace
Tamarac, FL 33321
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
Gzim Muja                                        Vice President                       None
269 S. Beverly Dr. #807
Beverly Hills, CA 90212
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
Matthew Mulcahy(2)                               Vice President                       None
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
Wendy Jean Murray                                Vice President                       None
32 Carolin Road
Upper Montclair, NJ 07043
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
John S. Napier                                   Vice President                       None
17 Hillcrest Ave.
Darien, CT 06820
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
Christina Nasta(2)                               Vice President                       None
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
Kevin P. Neznek(2)                               Vice President                       None
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
Christopher Nicholson(2)                         Vice President                       None
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
Patrick Noble                                    Vice President                       None
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
Chad Noel                                        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
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
Maria Paster(2)                                  Assistant Vice President             None
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
Donald Pawluk(2)                                 Vice President                       None
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
Brian C. Perkes                                  Vice President                       None
6 Lawton Ct.
Frisco, TX 75034
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
Wayne Perry                                      Vice President                       None
3900 Fairfax Drive Apt 813
Arlington, VA 22203
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
Charles K. Pettit(2)                             Vice President                       None
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
Aaron Pisani(1)                                  Vice President                       None
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
Rachel Powers                                    Vice President                       None
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
Nicole Pretzel                                   Vice President                       None
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
Minnie Ra                                        Vice President                       None
100 Dolores Street, #203
Carmel, CA 93923
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
Dustin Raring                                    Vice President                       None
27 Blakemore Drive
Ladera Ranch, CA 92797
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
Michael A. Raso                                  Vice President                       None
3 Vine Place
Larchmont, NY 10538
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
Richard E. Rath                                  Vice President                       None
46 Mt. Vernon Ave.
Alexandria, VA 22301
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
Ramsey Rayan(2)                                  Vice President                       None
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
William J. Raynor(5)                             Vice President                       None
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
Corry Read(2)                                    Vice President                       None
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
Ruxandra Risko(2)                                Vice President                       None
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
David R. Robertson(2)                            Senior Vice President                None
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
Ian M. Roche                                     Vice President                       None
7070 Bramshill Circle
Bainbridge, OH 44023
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
Michael Rock                                     Vice President                       None
9016 Stourbridge Drive
Huntersville, NC 28078
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
Stacey Roode                                     Vice President                       None
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
Thomas Sabow                                     Vice President                       None
6617 Southcrest Drive
Edina, MN 55435
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
John Saunders                                    Vice President                       None
2251 Chantilly Ave.
Winter Park, FL 32789
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
Thomas Schmitt                                   Vice President                       None
40 Rockcrest Rd
Manhasset, NY 11030
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
William Schories                                 Vice President                       None
3 Hill Street
Hazlet, NJ 07730
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
Jennifer Sexton(2)                               Vice President                       None
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
Eric Sharp                                       Vice President                       None
862 McNeill Circle
Woodland, CA 95695
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
Debbie A. Simon                                  Vice President                       None
55 E. Erie St., #4404
Chicago, IL 60611
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
Bryant Smith                                     Vice President                       None
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
Christopher M. Spencer                           Vice President                       None
2353 W 118th Terrace
Leawood, KS 66211
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
John A. Spensley                                 Vice President                       None
375 Mallard Court
Carmel, IN 46032
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
Michael Staples                                  Vice President                       None
4255 Jefferson St Apt 328
Kansas City, MO 64111
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
Alfred St. John(2)                               Vice President                       None
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
Bryan Stein                                      Vice President                       None
8 Longwood Rd.
Voorhees, NJ 08043
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
John Stoma(2)                                    Senior Vice President                None
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
Wayne Strauss(3)                                 Assistant Vice President             None
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
Brian C. Summe                                   Vice President                       None
2479 Legends Way
Crestview Hills, KY 41017
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
Michael Sussman(2)                               Vice President                       None
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
George T. Sweeney                                Senior Vice President                None
5 Smokehouse Lane
Hummelstown, PA 17036
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
James Taylor(2)                                  Assistant Vice President             None
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
Martin Telles(2)                                 Senior Vice President                None
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
Paul Temple(2)                                   Vice President                       None
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
Troy Testa                                       Vice President                       None
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
David G. Thomas                                  Vice President                       None
16628 Elk Run Court
Leesburg, VA 20176
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
Mark S. Vandehey(1)                              Vice President and Chief             Vice President and Chief
                                                 Compliance Officer                   Compliance Officer
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
Vincent Vermete(2)                               Vice President                       None
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
Kenneth Lediard Ward                             Vice President                       None
1400 Cottonwood Valley Circle N.
Irving, TX 75038
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
Teresa Ward(1)                                   Vice President                       None
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
Janeanne Weickum(1)                              Vice President                       None
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
Michael J. Weigner                               Vice President                       None
4905 W. San Nicholas Street
Tampa, FL 33629
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
Donn Weise                                       Vice President                       None
3249 Earlmar Drive
Los Angeles, CA 90064
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
Chris G. Werner                                  Vice President                       None
98 Crown Point Place
Castle Rock, CO 80108
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
Catherine White(2)                               Assistant Vice President             None
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
Ryan Wilde(1)                                    Vice President                       None
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
Julie Wimer(2)                                   Assistant Vice President             None
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
Donna Winn(2)                                    Senior Vice President                None
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
Peter Winters                                    Vice President                       None
911 N. Organce Ave, Pat. 514
Orlando, FL 32801
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
Patrick Wisneski(1)                              Vice President                       None
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
Kurt Wolfgruber(2)                               Director                             None
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
Meredith Wolff(2)                                Vice President                       None
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
Michelle Wood(2)                                 Vice President                       None
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
Cary Patrick Wozniak                             Vice President                       None
18808 Bravata Court
San Diego, CA 92128
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
John Charles Young                               Vice President                       None
3914 Southwestern
Houston, TX 77005
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
Jill Zachman(2)                                  Vice President                       None
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
Robert G. Zack(2)                                General Counsel & Director
                                                                                      Vice President & Secretary
------------------------------------------------ ------------------------------------ ---------------------------------
------------------------------------------------ ------------------------------------ ---------------------------------
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 Initial Registration
Statement on Form N-1A to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of New York and State of New York on the 14th day
of August, 2008.


                                            OPPENHEIMER TARGET DISTRIBUTION FUND

                                            By:  /s/ Robert W. Hawkins
                                                 --------------------------------------------------
                                                 Robert W. Hawkins, President & 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/ Robert W. Hawkins                       President and Trustee                       August 14, 2008
-------------------------------
Robert W. Hawkins

/s/ Mitchell Lindauer                       Trustee                                     August 14, 2008
-------------------------------
Mitchell Lindauer


/s/ Nancy S. Vann                           Trustee                                     August 14, 2008
-------------------------------
Nancy S. Vann


/s/ Brian W. Wixted                         Treasurer, Principal                        August 14, 2008
-------------------------------
Brian W. Wixted                             Financial & Accounting Officer






                                       OPPENHEIMER TARGET DISTRIBUTION FUND

                                          Initial Registration Statement


                                                   EXHIBIT INDEX


Exhibit No.              Description

23(a)                    Declaration of Trust dated August 7, 2008

23(b)                    By-Laws dated August 7, 2008