OPPENHEIMER SERIES FUND, INC.

PRE 14A 1 body.htm SCHEDULE 14A, BALLOTS, PROXY STATEMENT, NOTICE OPPENHEIMER SERIES FUND, INC.

                                                   SCHEDULE 14A
                                      Information Required in Proxy Statement
                                                  (Rule 14a-101)
                                             SCHEDULE 14A INFORMATION
                            Proxy Statement Pursuant to Section 14(a) of the Securities
                                               Exchange Act of 1934
                                                 (Amendment No. )

Filed by the Registrant                                                /X/
Filed by a Party other than the Registrant                             /   /

Check the appropriate box:
/X /     Preliminary Proxy Statement
/   /    Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
/   /    Definitive Proxy Statement
/   /    Definitive Additional Materials
/   /    Soliciting Material Pursuant to Rule 14a-11(c) or 14a-12

                                           OPPENHEIMER SERIES FUND, INC.


                                 (Name of Registrant as Specified in its Charter)

                                                Philip T. Masterson

                                    (Name of Person(s) Filing Proxy Statement)

Payment of Filing Fee (Check the appropriate box):

/  /     $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or Item 22(a)(2)
         or Schedule 14A.
/  /     $500 per each party to the controversy pursuant to Exchange Act Rule 14a-6(i)(3).
/  /     Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

(1)      Title of each class of securities to which transaction applies:

(2)      Aggregate number of securities to which transaction applies:

(3)      Per unit price or other underlying value of transaction  computed  pursuant to Exchange Act Rule 0-11 (Set
         forth the amount on which the filing fee is calculated and state how it was determined):

(4)      Proposed maximum aggregate value of transaction:

(5)      Total fee paid:

/ /      Fee paid previously with preliminary materials.
/  /     Check box if any part of the fee is offset as provided by Exchange  Act Rule  0-11(a)(2)  and identify the
         filing for which the  offsetting fee was paid  previously.  Identify the previous  filing by  registration
         statement number, or the Form or Schedule and the date of its filing.
(1)      Amount Previously Paid:

(2)      Form, Schedule or Registration Statement No.:  Schedule 14A

(3)      Filing Party: Philip T. Masterson

(4)      Date Filed:  July 1, 2002



SeriesInce_Sched14A-Pre_0702.doc



PROXY CARD                                  OPPENHEIMER SERIES FUND, INC. on Behalf of its Series,                         PROXY CARD
                                                OPPENEHIMER DISCIPLINED ALLOCATION FUND

                             PROXY FOR A SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON SEPTEMBER 24, 2002

The undersigned,  revoking prior proxies, hereby appoints Robert Zack, Brian Wixted,  Katherine Feld, Denis Molleur, and Kathleen Ives,
and each of them, as  attorneys-in-fact  and proxies of the undersigned,  with full power of  substitution,  to vote shares held in the
name of the  undersigned on the record date at the Special  Meeting of  Shareholders  of Oppenheimer  Disciplined  Allocation Fund (the
"Fund"), a series of Oppenheimer Series Fund, Inc. (the "Company"),  to be held at 6803 South Tucson Way, Englewood,  Colorado,  80112,
on September 24, 2002,  at 1:00 P. M.  Mountain  time, or at any  adjournment  thereof,  upon the proposals  described in the Notice of
Meeting and accompanying Proxy Statement, which have been received by the undersigned.

This proxy is solicited on behalf of the Company's  Board of Directors,  and all proposals (set forth on the reverse side of this proxy
card) have been proposed by the Board of Directors.  When properly executed,  this proxy will be voted as indicated on the reverse side
or "FOR" a proposal if no choice is indicated.  The proxy will be voted in accordance  with the proxy  holders' best judgment as to any
other matters that may arise at the Meeting.

                                                                         VOTE VIA THE TELEPHONE:  1-800-597-7836
                                                                         CONTROL NUMBER:  999  9999  9999  999

                                                                         Note:  Please  sign  this  proxy  exactly  as your  name or
                                                                         names  appear   hereon.   Each  joint  owner  should  sign.
                                                                         Trustees  and  other   fiduciaries   should   indicate  the
                                                                         capacity   in   which   they   sign.   If  a   corporation,
                                                                         partnership  or other  entity,  this  signature  should  be
                                                                         that of a duly  authorized  individual who should state his
                                                                         or her title.


                                                                         Signature


                                                                         Signature of joint owner, if any


                                                                         Date
                                                                         ---------

                PLEASE VOTE ON THE REVERSE SIDE, SIGN AND DATE THIS PROXY AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE





TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK.  Example: [ ]






1.   To elect a Board of Directors:

     01  Leon Levy                  02  Donald W. Spiro                03  John V. Murphy
     04  Robert G. Galli            05  Phillip A. Griffiths           06  Benjamin Lipstein
     07  Elizabeth B. Moynihan              08  Kenneth A. Randall              09  Edward V. Regan
     10  Russell S. Reynolds, Jr.           11  Clayton K. Yeutter

     If you do not wish your shares voted "FOR" a particular nominee, mark the "For All Except" box and write the nominee's
     number on the line provided below.  Your shares will be voted for the remaining nominee(s).


2.   To approve the elimination or amendment of certain fundamental investment policies of the Fund:
A.       Purchasing Restricted of Illiquid Securities
B.       Purchasing Securities on Margin and Making Short Sales
C.       Investing in a Company for the Purpose of Exercising Control
D.       Investing in Oil, Gas or Other Mineral Exploration or Development Programs, Commodities and Real Estate
E.       Entering into Reverse Repurchase Agreements
F.       Investing in Securities of Foreign Issuers
G.       Industry Concentration
H.       Investing in Other Investment Companies
I.       Writing, Purchasing or Selling Puts, Calls or Combinations Thereof
J.       Borrowing
K.       Mortgaging, Pledging and Hypothecating of Assets
L.       Lending
M.       Diversification


  FOR             AGAINST              FOR  ALL
   ALL                     ALL                    EXCEPT

   [  ]          [  ]          [  ]   1.





  FOR             AGAINST     ABSTAIN

   [  ]         [  ]           [  ]   2. A
   [  ]         [  ]           [  ]   2. B
   [  ]         [  ]           [  ]   2. C
   [  ]         [  ]           [  ]   2. D
   [  ]         [  ]           [  ]   2. E
   [  ]         [  ]           [  ]   2. F
   [  ]         [  ]           [  ]   2. G
   [  ]         [  ]           [  ]   2. H
   [  ]         [  ]           [  ]   2. I
   [  ]         [  ]           [  ]   2. J
   [  ]         [  ]           [  ]   2. K
   [  ]         [  ]           [  ]   2. L
   [  ]         [  ]           [  ]   2. M







PROXY CARD                                  OPPENHEIMER SERIES FUND, INC. on Behalf of its Series,                         PROXY CARD
                                                        OPPENHEIMER VALUE FUND

                             PROXY FOR A SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON SEPTEMBER 24, 2002

The undersigned,  revoking prior proxies, hereby appoints Robert Zack, Brian Wixted,  Katherine Feld, Denis Molleur, and Kathleen Ives,
and each of them, as  attorneys-in-fact  and proxies of the undersigned,  with full power of  substitution,  to vote shares held in the
name of the undersigned on the record date at the Special Meeting of Shareholders of Oppenheimer  Value Fund (the "Fund"),  a series of
Oppenheimer  Series Fund,  Inc. (the  "Company"),  to be held at 6803 South Tucson Way,  Englewood,  Colorado,  80112, on September 24,
2002,  at 1:00 P. M.  Mountain  time,  or at any  adjournment  thereof,  upon the  proposals  described  in the Notice of  Meeting  and
accompanying Proxy Statement, which have been received by the undersigned.

This proxy is solicited on behalf of the Company's  Board of Directors,  and all proposals (set forth on the reverse side of this proxy
card) have been proposed by the Board of Directors.  When properly executed,  this proxy will be voted as indicated on the reverse side
or "FOR" a proposal if no choice is indicated.  The proxy will be voted in accordance  with the proxy  holders' best judgment as to any
other matters that may arise at the Meeting.

                                                                         VOTE VIA THE TELEPHONE:  1-800-597-7836
                                                                         CONTROL NUMBER:  999  9999  9999  999

                                                                         Note:  Please  sign  this  proxy  exactly  as your  name or
                                                                         names  appear   hereon.   Each  joint  owner  should  sign.
                                                                         Trustees  and  other   fiduciaries   should   indicate  the
                                                                         capacity   in   which   they   sign.   If  a   corporation,
                                                                         partnership  or other  entity,  this  signature  should  be
                                                                         that of a duly  authorized  individual who should state his
                                                                         or her title.


                                                                         Signature


                                                                         Signature of joint owner, if any


                                                                         Date
                                                                         ---------

                PLEASE VOTE ON THE REVERSE SIDE, SIGN AND DATE THIS PROXY AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE





TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK.  Example: [ ]






1.   To elect a Board of Directors:

     01  Leon Levy                  02  Donald W. Spiro                03  John V. Murphy
     04  Robert G. Galli            05  Phillip A. Griffiths           06  Benjamin Lipstein
     07  Elizabeth B. Moynihan              08  Kenneth A. Randall              09  Edward V. Regan
     10  Russell S. Reynolds, Jr.           11  Clayton K. Yeutter

     If you do not wish your shares voted "FOR" a particular nominee, mark the "For All Except" box and write the nominee's
     number on the line provided below.  Your shares will be voted for the remaining nominee(s).


2.   To approve the elimination or amendment of certain fundamental investment policies of the Fund:
N.       Purchasing Restricted of Illiquid Securities
O.       Purchasing Securities on Margin and Making Short Sales
P.       Investing in a Company for the Purpose of Exercising Control
Q.       Investing in Oil, Gas or Other Mineral Exploration or Development Programs, Commodities and Real Estate
R.       Entering into Reverse Repurchase Agreements
S.       Investing in Securities of Foreign Issuers
T.       Industry Concentration
U.       Investing in Other Investment Companies
V.       Writing, Purchasing or Selling Puts, Calls or Combinations Thereof
W.       Borrowing
X.       Mortgaging, Pledging and Hypothecating of Assets
Y.       Lending
Z.       Diversification


  FOR             AGAINST              FOR  ALL
   ALL                     ALL                    EXCEPT

   [  ]          [  ]          [  ]   1.





  FOR             AGAINST     ABSTAIN

   [  ]         [  ]           [  ]   2. A
   [  ]         [  ]           [  ]   2. B
   [  ]         [  ]           [  ]   2. C
   [  ]         [  ]           [  ]   2. D
   [  ]         [  ]           [  ]   2. E
   [  ]         [  ]           [  ]   2. F
   [  ]         [  ]           [  ]   2. G
   [  ]         [  ]           [  ]   2. H
   [  ]         [  ]           [  ]   2. I
   [  ]         [  ]           [  ]   2. J
   [  ]         [  ]           [  ]   2. K
   [  ]         [  ]           [  ]   2. L
   [  ]         [  ]           [  ]   2. M

OPPENHEIMER SERIES FUND, INC.
On Behalf of its Series,
Oppenheimer Disciplined Allocation Fund and
Oppenheimer Value Fund

6803 South Tucson Way, Englewood, CO 80112

Notice Of Special Meeting Of Shareholders To Be Held

September 24, 2002

To the Shareholders of Oppenheimer Disciplined Allocation Fund and Oppenheimer Value Fund:

Notice is hereby given that a Special Meeting of the Shareholders (the "Meeting") of Oppenheimer Disciplined Allocation Fund and
Oppenheimer Value Fund (individually a "Fund"), and collectively the "Funds"), each a series of Oppenheimer Series Fund, Inc. (the
"Company") will be held at 6803 South Tucson Way, Englewood, Colorado, 80112, at 1:00 P.M. Mountain time, on September 24, 2002.

During the Meeting, shareholders of the Funds will vote on the following proposals and sub-proposals:

1. To elect a Board of Directors;

2. To approve the elimination or amendment of certain fundamental investment policies of the Funds; and

3. To transact such other business as may properly come before the meeting, or any adjournments thereof.

Shareholders of record at the close of business on July 1, 2002 are entitled to vote at the meeting. The proposals and sub-proposals are
more fully discussed in the Proxy Statement. Please read it carefully before telling us, through your proxy or in person, how you wish your
shares to be voted. The Company's Board of Directors recommends a vote to elect each of the nominees as Director and in favor of each
proposal. WE URGE YOU TO MARK, SIGN, DATE AND MAIL THE ENCLOSED PROXY PROMPTLY.

By Order of the Board of Directors,

Robert G. Zack, Secretary
August 6, 2002

PLEASE RETURN YOUR PROXY BALLOT PROMPTLY.
YOUR VOTE IS IMPORTANT NO MATTER HOW MANY SHARES YOU OWN.
205/375

36
i
TABLE OF CONTENTS

Proxy Statement Page

Questions and Answers -

Proposal 1: To Elect a Board of Directors -

Introduction to Proposal 2 -

Proposal 2: To approve the elimination or amendment of certain fundamental -
investment policies of the Funds

Information About the Funds -

Further Information About Voting and the Meeting -

Other Matters -

OPPENHEIMER SERIES FUND, INC.
On Behalf of its Series,
Oppenheimer Disciplined Allocation Fund and
Oppenheimer Value Fund

PROXY STATEMENT QUESTIONS AND ANSWERS

Q. Who is Asking for My Vote?

A. The Board of Directors of Oppenheimer Series Fund, Inc. (the "Company"), on behalf of its series, Oppenheimer Disciplined Allocation Fund and Oppenheimer
Value Fund (each a "Fund" and collectively the "Funds"), has asked that you vote on several matters at the Special Meeting
of Shareholders to be held on September 24, 2002.

Q. Who is Eligible to Vote?

A. Shareholders of record at the close of business on July 1, 2002 are entitled to vote at the Meeting or any adjournment of the
Meeting. Shareholders are entitled to cast one vote per share (and a fractional vote for a fractional share) with respect
to each matter presented at the Meeting. Shareholders of both Funds will vote together on the election of Directors, and
separately on the remaining proposals. It is expected that the Notice of Meeting, Proxy Ballot and Proxy Statement will
be mailed to shareholders of record on or about August 6, 2002.

Q. On What Matters Am I Being Asked to Vote?

A. You are being asked to vote on the following proposals:

1. To elect a Board of Directors; and

2. To approve the elimination or amendment of certain fundamental investment policies of the Funds.

Q. How do the Directors Recommend that I Vote?

A. The Directors recommend that you vote:

1. FOR election of all nominees for Director; and

2. FOR the elimination or amendment of each fundamental investment policy proposed to be eliminated or amended, as the case may be.

Q. What are the Reasons for the Proposed Changes to Some of the Funds' Fundamental Investment Policies?

A. Some of the Funds' current policies reflect regulations that no longer apply to the Funds. In other cases, the policies are more
stringent than current regulations require. The Funds' Directors and the Funds' investment manager, OppenheimerFunds,
Inc., believe that the proposed changes to the Funds' investment policies will benefit shareholders by allowing the Funds
more flexibility to adapt to future changes in the investment environment and increasing the Funds' ability to take
advantage of investment opportunities.
Q. How Can I Vote?

A. You can vote in three (3) different ways:

o By mail, with the enclosed ballot
o In person at the Meeting (if you are a record owner)
o By telephone (please see the insert for instructions)

Voting by telephone is convenient and can help reduce each Fund's expenses. Whichever method you choose, please take
---------- ------------------------------------
the time to read the full text of the proxy statement before you vote.

Please be advised that the deadline for voting by telephone is 3:00 p.m. Eastern Time ("ET") on the last business day
before the Meeting.

Q. How Will My Vote Be Recorded?

A. Proxy ballots that are properly signed, dated and received at or prior to the Meeting, or any adjournment thereof, will be voted
as specified. If you specify a vote for any of the proposals, your proxy will be voted as indicated. If you sign and date
the proxy ballot, but do not specify a vote for one or more of the proposals, your shares will be voted in favor of the
Directors recommendations. Telephonic votes will be recorded according to the telephone voting procedures described in
the "Further Information About Voting and the Meeting" section below.

Q. How Can I Revoke My Proxy?

A. You may revoke your proxy at any time before it is voted by forwarding a written revocation or a later-dated proxy ballot that is
received at or prior to the Meeting, or any adjournment thereof, or by attending the Meeting, or any adjournment thereof,
and voting in person if you are a record owner. Please be advised that the deadline for revoking your proxy by telephone
is 3:00 p.m. (ET) on the last business day before the Meeting.

Q. How Can I Get More Information About the Funds?

Copies of each Fund's annual report, dated October 31, 2001 and each Fund's semi-annual report dated April 30, 2002 have
previously been mailed to Shareholders. If you would like to have copies of either of the Fund's most recent annual and
semi-annual reports sent to you free of charge, please call us toll-free at 1.800.708.7780, write to the Fund at
OppenheimerFunds Services, P.O. Box 5270, Denver, Colorado 80217-5270 or visit the Oppenheimer funds website at
www.oppenheimerfunds.com.

Q. Whom Do I Call If I Have Questions?

A. Please call us at 1.800.708.7780 with any questions.

The proxy statement is designed to furnish shareholders with the information necessary to vote on the matters presented at the Meeting. If you
have any questions, please call us at 1.800.708.7780.

OPPENHEIMER SERIES FUND, INC.
On Behalf of its Series,
Oppenheimer Disciplined Allocation Fund and
Oppenheimer Value Fund

PROXY STATEMENT

Special Meeting of Shareholders
To Be Held September 24, 2002

This statement is furnished to the shareholders of Oppenheimer Disciplined Allocation Fund and Oppenheimer Value Fund (the "Funds"), each a series
of Oppenheimer Series Fund, Inc. (the "Company") in connection with the solicitation by the Company's Board of Directors of proxies to be
used at a special meeting of shareholders (the "Meeting"). The Meeting is to be held at 6803 South Tucson Way, Englewood, Colorado, 80112,
at 1:00 P.M. Mountain time, on September 24, 2002, or any adjournments thereof. It is expected that the mailing of this Proxy Statement
will be made on or about August 6, 2002.

SUMMARY OF PROPOSALS

------- ------------------------------------------------------------------------ -----------------------------------
Proposal Shareholders Authorized to Vote
on the Proposals
------- ------------------------------------------------------------------------ -----------------------------------
------- ------------------------------------------------------------------------ -----------------------------------
1. To Elect a Board of Directors Shareholders of Both Funds Voting
Together
------- ------------------------------------------------------------------------ -----------------------------------
------- ------------------------------------------------------------------------ -----------------------------------
2. To Approve the Elimination or Amendment of Certain Fundamental
Investment Policies of Each Fund
------- ------------------------------------------------------------------------ -----------------------------------
------- ------------------------------------------------------------------------ -----------------------------------
A. Purchasing Restricted or Illiquid Securities Shareholders of Each Fund Voting
Separately
------- ------------------------------------------------------------------------ -----------------------------------
------- ------------------------------------------------------------------------ -----------------------------------
B. Purchasing Securities on Margin and Making Short Sales Shareholders of Each Fund Voting
Separately
------- ------------------------------------------------------------------------ -----------------------------------
------- ------------------------------------------------------------------------ -----------------------------------
C. Investing in a Company for the Purpose of Acquiring Control Shareholders of Each Fund Voting
Separately
------- ------------------------------------------------------------------------ -----------------------------------
------- ------------------------------------------------------------------------ -----------------------------------
D. Investing in Oil, Gas or Other Mineral Exploration or Development Shareholders of Each Fund Voting
Programs, Commodities and Real Estate Separately
------- ------------------------------------------------------------------------ -----------------------------------
------- ------------------------------------------------------------------------ -----------------------------------
E. Entering into Reverse Repurchase Agreements Shareholders of Each Fund Voting
Separately
------- ------------------------------------------------------------------------ -----------------------------------
------- ------------------------------------------------------------------------ -----------------------------------
F. Investing in Securities of Foreign Issuers Shareholders of Each Fund Voting
Separately
------- ------------------------------------------------------------------------ -----------------------------------
------- ------------------------------------------------------------------------ -----------------------------------
G. Industry Concentration Shareholders of Each Fund Voting
Separately
------- ------------------------------------------------------------------------ -----------------------------------
------- ------------------------------------------------------------------------ -----------------------------------
H. Investing in Other Investment Companies Shareholders of Each Fund Voting
Separately
------- ------------------------------------------------------------------------ -----------------------------------
------- ------------------------------------------------------------------------ -----------------------------------
I. Writing, Purchasing or Selling Puts, Calls or Combinations Thereof Shareholders of Each Fund Voting
Separately
------- ------------------------------------------------------------------------ -----------------------------------
------- ------------------------------------------------------------------------ -----------------------------------
J. Borrowing Shareholders of Each Fund Voting
Separately
------- ------------------------------------------------------------------------ -----------------------------------
------- ------------------------------------------------------------------------ -----------------------------------
K. Pledging, Mortgaging and Hypothecating Assets Shareholders of Each Fund Voting
Separately
------- ------------------------------------------------------------------------ -----------------------------------
------- ------------------------------------------------------------------------ -----------------------------------
L. Lending Shareholders of Each Fund Voting
Separately
------- ------------------------------------------------------------------------ -----------------------------------
------- ------------------------------------------------------------------------ -----------------------------------
M. Diversification Shareholders of Each Fund Voting
Separately
------- ------------------------------------------------------------------------ -----------------------------------

PROPOSAL 1: ELECTION OF DIRECTORS

Each Fund is a series of the Company, which is governed by a Board of Directors. Therefore, the Funds are both governed by the
same Board of Directors.

At the Meeting, eleven (11) Directors are to be elected. If elected, the Directors will serve indefinite terms until a special
shareholder meeting is called for the purpose of voting for Directors and/or until their successors are properly elected and qualified.
The persons named as attorneys-in-fact in the enclosed proxy have advised the Funds that, unless a proxy ballot instructs them to withhold
authority to vote for all listed nominees or any individual nominee, all validly executed proxies will be voted for the election of all of
the nominees named below.

As a Maryland corporation, the Company is not required, and does not intend, to hold annual shareholder meetings for the purpose
of electing Directors. As a result, if elected, the Directors will hold office until the next meeting of shareholders called for the
purpose of electing Directors and/or until their successors are duly elected and shall have qualified. If a nominee should be unable to
accept election, serve his or her term or resign, the Board of Directors may, in its discretion, select another person to fill the vacant
position.

Although the Company will not normally hold annual meetings of its shareholders, it may hold shareholder meetings from time to
time on important matters, and shareholders have the right to call a meeting to remove a Director or to take other action described in the
Company's Articles of Incorporation. Also, if at any time, less than a majority of the directors holding office has been elected by the
shareholders, the Director then in office will promptly call a shareholders' meeting for the purpose of electing Directors.

Each of the nominees currently serves as a Director of the Company. Each of the nominees has consented to be named as such in
this proxy statement and to serve as Director if elected. Each of the Directors serves as trustee or director of other funds in the
Oppenheimer family of funds. These other Oppenheimer funds are referred to as "Board I Funds" in this proxy statement.

The Company's Directors and officers, their positions with the Funds and length of service in such positions as well as their
principal occupations and business affiliations during the past five years are listed below. Except for Mr. Murphy, each of the Directors
is an independent director of the Company ("Independent Director"). Mr. Murphy is an "interested director" (as that term is defined in the
Investment Company Act of 1940, referred to in this Proxy Statement as the "1940 Act") of the Company, because he is affiliated with
OppenheimerFunds, Inc. (the "Manager"). Mr. Murphy 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. He was elected as a Director of the Company with the understanding that in the
event he ceases to be the chief executive officer of the Manager, he will resign as a director of the Company and the other Board I Funds
for which he is a trustee or director. All information is as of December 31, 2001, except as otherwise indicated.

Mr. Reynolds has reported he has a controlling interest in The Directorship Search Group, Inc. ("The Directorship Search Group"),
a director recruiting firm that provided consulting services to Massachusetts Mutual Life Insurance Company (which controls the Manager)
for fees aggregating $_________from July 1, 1999 through December 31, 2001, an amount representing less than 5% of the annual revenues of
The Directorship Search Group, Inc. Mr. Reynolds estimates that The Directorship Search Group will bill Massachusetts Mutual Life Insurance
Company $_____________ for services to be provided during the calendar year 2002.

The Independent Directors have unanimously (except for Mr. Reynolds, who abstained) determined that the consulting arrangements
between The Directorship Search Group, Inc. and Massachusetts Mutual Life Insurance Company were not material business or professional
relationships that would compromise Mr. Reynolds' status as an Independent Director. Nonetheless, to assure certainty as to determinations
of the Board and the Independent Directors as to matters upon which the 1940 Act or the rules thereunder require approval by a majority of
Independent Directors, Mr. Reynolds will not be counted for purposes of determining whether a quorum of Independent Directors was present
or whether a majority of Independent Directors approved the matter.

Messrs. Galli and Spiro have had no material business or professional relationship with the Manager or its affiliates within the
past two fiscal years. However, within the past five years and before becoming Independent Directors they had been officers of the Manager
and owned shares of its parent company. In 1997, Mr. Galli sold his remaining shares of the Manager's parent company for a cash payment of
approximately $7,851,200. In 1997, Mr. Spiro sold shares of the Manager's parent company for a cash payment of approximately $9,814,000.
In 1999, Mr. Spiro sold his remaining shares of the Manager's parent company for a cash payment of approximately $9,399,000.

Nominees for Independent Director

----------------------- ------------------------------------------------ ----------------- --------------- -----------------
Name, Address,1 Age, Principal Occupation(s) During Past 5 Years / Dollar Range of Dollar Range Aggregate
Dollar Range of
Shares Shares
Beneficially of Shares Beneficially
Owned in the Beneficially Owned in the
Position(s) Held with Oppenheimer Owned in Board I Funds
Funds and Length of Other Trusteeships/Directorships Held by Disciplined Oppenheimer Overseen by
Service (as Nominee / Number of Portfolios in Fund Complex Allocation Fund Value Fund Nominee (as of
applicable)2 Overseen by Nominee (as of 5/3/02) (as of 5/3/02) 5/3/02)
----------------------- ------------------------------------------------ ----------------- --------------- -----------------
----------------------- ------------------------------------------------ ----------------- --------------- -----------------
Leon Levy, Chairman General Partner of Odyssey Partners, L.P. $0 $0 None
of the Board of (investment partnership) (since 1982) and
Directors Chairman of the Board of Avatar Holdings, Inc.
Director since 1996 (real estate development) (since 1981).
Age: 76 Oversees 31 portfolios in the OppenheimerFunds
complex.
----------------------- ------------------------------------------------ ----------------- --------------- -----------------
----------------------- ------------------------------------------------ ----------------- --------------- -----------------
Robert G. Galli, A Director or Trustee of other Oppenheimer $0 $0 Over $100,000
Director since 1996 funds. Formerly Vice Chairman of the Manager
Age: 68 (October 1995 - December 1997). Oversees 41
portfolios in the OppenheimerFunds complex.
----------------------- ------------------------------------------------ ----------------- --------------- -----------------
----------------------- ------------------------------------------------ ----------------- --------------- -----------------
Phillip A. Griffiths, The Director of the Institute for Advanced $0 $0 Over $100,000
Director since 1999 Study, Princeton, N.J. (since 1991), director
Age: 63 of GSI Lumonics (since 2001) and a member of
the National Academy of Sciences (since 1979);
formerly (in descending chronological order) a
director of Bankers Trust Corporation, Provost
and Professor of Mathematics at Duke
University, a director of Research Triangle
Institute, Raleigh, N.C., and a Professor of
Mathematics at Harvard University. Oversees 30
(31, if elected) portfolios in the
OppenheimerFunds complex.
----------------------- ------------------------------------------------ ----------------- --------------- -----------------
----------------------- ------------------------------------------------ ----------------- --------------- -----------------
Benjamin Lipstein, Professor Emeritus of Marketing, Stern $0 $0 Over $100,000
Director since 1996 Graduate School of Business Administration,
Age: 78 New York University. Oversees 31 portfolios in
the OppenheimerFunds complex.
----------------------- ------------------------------------------------ ----------------- --------------- -----------------
----------------------- ------------------------------------------------ ----------------- --------------- -----------------
Elizabeth B. Author and architectural historian; a trustee $0 $0 $50,001 -
Moynihan, Director of the Freer Gallery of Art and Arthur M.
since 1996 Sackler Gallery (Smithsonian Institute),
Age: 72 Trustees Council of the National Building
Museum; a member of the Trustees Council, $100,000
Preservation League of New York State.
Oversees 31 portfolios in the OppenheimerFunds
complex.
----------------------- ------------------------------------------------ ----------------- --------------- -----------------
----------------------- ------------------------------------------------ ----------------- --------------- -----------------
Kenneth A. Randall, A director of Dominion Resources, Inc. $0 $0 Over $100,000
Director since 1996 (electric utility holding company) and Prime
Age: 74 Retail, Inc. (real estate investment trust);
formerly a director of Dominion Energy, Inc.
(electric power and oil & gas producer),
President and Chief Executive Officer of The
Conference Board, Inc. (international economic
and business research) and a director of
Lumbermens Mutual Casualty Company, American
Motorists Insurance Company and American
Manufacturers Mutual Insurance Company.
Oversees 31 portfolios in the OppenheimerFunds
complex.
----------------------- ------------------------------------------------ ----------------- --------------- -----------------
----------------------- ------------------------------------------------ ----------------- --------------- -----------------
Edward V. Regan, President, Baruch College, CUNY; a director of
Director since 1996 RBAsset (real estate manager); a director of
Age: 71 OffitBank; formerly Trustee, Financial
Accounting Foundation (FASB and GASB), Senior
Fellow of Jerome Levy Economics Institute,
Bard College, Chairman of Municipal Assistance $1- $10,000 $1- $10,000 $50,001 -
Corporation for the City of New York, New York $100,000
State Comptroller and Trustee of New York
State and Local Retirement Fund.
Director/trustee of 31 investment companies in
the OppenheimerFunds complex.
----------------------- ------------------------------------------------ ----------------- --------------- -----------------
----------------------- ------------------------------------------------ ----------------- --------------- -----------------
Russell S. Reynolds, Chairman of The Directorship Search Group,
Jr., Inc. (corporate governance consulting and
Director since 1996 executive recruiting) (since 1993); a life
Age: 70 trustee of International House (non-profit $50,001 -
educational organization), and a trustee of $0 $0 $100,000
the Greenwich Historical Society (since 1996).
Oversees 31 portfolios in the OppenheimerFunds
complex.
----------------------- ------------------------------------------------ ----------------- --------------- -----------------
----------------------- ------------------------------------------------ ----------------- --------------- -----------------
Donald W. Spiro, Vice Chairman Emeritus (since January 1991) of the
Chairman of the Board Manager. Formerly he held the following
of Directors, positions: Chairman (November 1987 - January
Director since 1996 1991) and a director (January 1969 - August
Age: 76 1999) of the Manager; President and Director
of OppenheimerFunds Distributor, Inc., a $0 $0 Over $100,000
subsidiary of the Manager and the Fund's
Distributor (July 1978 - January 1992).
Oversees 31 portfolios in the OppenheimerFunds
complex.
----------------------- ------------------------------------------------ ----------------- --------------- -----------------
----------------------- ------------------------------------------------ ----------------- --------------- -----------------
Clayton K. Yeutter, Of Counsel, Hogan & Hartson (a law firm) $0 $0 $50,001 -
Director since 1996 (since 1993). Other directorships:
Age: 71 Caterpillar, Inc. (since 1993) and
Weyerhaeuser Co. (since 1999). Oversees 31 $100,000
portfolios in the OppenheimerFunds complex.
----------------------- ------------------------------------------------ ----------------- --------------- -----------------

Nominee for Interested Director

--------------------- ------------------------------------------------- ---------------- ----------------- ----------------
Name, Address,3 Principal Occupation(s) During Past 5 Years / Dollar Range Dollar Range of Aggregate
of Shares Dollar Range
Beneficially of Shares
Owned in the Shares Beneficially
Oppenheimer Beneficially Owned in the
Disciplined Owned in Board I Funds
Age, Position(s) Other Trusteeships/Directorships Held by Allocation Oppenheimer Overseen by
Held with Funds and Nominee / Number of Portfolios in Fund Complex Fund Value Fund (as Nominee
Length of Service4 Overseen by Nominee (as of 5/3/02) of 5/3/02) (as of 5/3/02)
--------------------- ------------------------------------------------- ---------------- ----------------- ----------------
--------------------- ------------------------------------------------- ---------------- ----------------- ----------------
John V. Murphy, Chairman, Chief Executive Officer and director $10,001 - Over $100,000
President and (since June 2001) and President (since
Director September 2000) of the Manager; President and a
Director since director or trustee of other Oppenheimer funds;
October 2001 President and a director (since July 2001) of
Age: 52 Oppenheimer Acquisition Corp., the Manager's
parent holding company and of Oppenheimer
Partnership Holdings, Inc., a holding company
subsidiary of the Manager; Director (since
November 2001) of OppenheimerFunds Distributor,
Inc., a subsidiary of the Manager; Chairman and
a director (since July 2001) of Shareholder
Services, Inc. and of Shareholder Financial
Services, Inc., transfer agent subsidiaries of
the Manager; President and a director (since
July 2001) of OppenheimerFunds Legacy Program,
a charitable trust program established by the
Manager; a director of the following investment
advisory subsidiaries of the Manager: OAM
Institutional, Inc. and Centennial Asset
Management Corporation (since November 2001),
HarbourView Asset Management Corporation and
OFI Private Investments, Inc. (since July
2001); President (since November 1, 2001) and a
director (since July 2001) of Oppenheimer Real
Asset Management, Inc., an investment advisor $50,000
subsidiary of the Manager; a director (since
November 2001) of Trinity Investment Management
Corp. and Tremont Advisers, Inc., investment
advisory affiliates of the Manager; Executive
Vice President (since February 1997) of
Massachusetts Mutual Life Insurance Company,
the Manager's parent company; a director (since
June 1995) of DBL Acquisition Corporation;
formerly Chief Operating Officer (from
September 2000 to June 2001) of the Manager;
President and trustee (from November 1999 to
November 2001) of MML Series Investment Fund
and MassMutual Institutional Funds, open-end
investment companies; a director (from
September 1999 to August 2000) of C.M. Life
Insurance Company; President, Chief Executive
Officer and director (from September 1999 to
August 2000) of MML Bay State Life Insurance
Company; a director (from June 1989 to June
1998) of Emerald Isle Bancorp and Hibernia
Savings Bank, wholly-owned subsidiary of
Emerald Isle Bancorp. Oversees 63 portfolios in
the OppenheimerFunds complex.
--------------------- ------------------------------------------------- ---------------- ----------------- ----------------

A. General Information Regarding the Board of Directors.

The Company is governed by a Board of Directors, which is responsible for protecting the interests of the shareholders of the
Funds. The Directors meet periodically throughout the year to oversee the activities of the Funds, review their performance and review the
actions of the Manager, which is responsible for each Fund's day-to-day operations. Six regular meetings of the Directors were held during
the fiscal year ended October 31, 2001. Each of the incumbent Directors was present for at least 75% of the aggregate number of Board of
Directors meetings and committees on which that Director served that were held during the period.

B. Committees of the Board of Directors.

The Board of Directors has appointed standing Audit, Study and Proxy Committees comprised of Independent Directors only.

The members of the Audit Committee are Kenneth Randall (Chairman), Benjamin Lipstein and Edward Regan. The Audit Committee held
four meetings during each Fund's fiscal year ended October 31, 2001. The Audit Committee furnishes the Board with recommendations
regarding the selection of the Funds' independent auditors. Other functions of the Audit Committee include, but are not limited to: (i)
reviewing the scope and results of audits and the audit fees charged; (ii) reviewing reports from each Fund's independent auditor regarding
the Funds' internal accounting procedures and controls; and (iii) establishing a separate line of communication between the Funds'
independent auditors and the Independent Directors.

The members of the Study Committee are Benjamin Lipstein (Chairman), Robert Galli and Elizabeth Moynihan. The Study Committee
held six meetings during each Fund's fiscal year ended October 31, 2001. Among other functions, the Study Committee evaluates and reports
to the Board on each Fund's contractual arrangements, including the investment advisory and distribution agreements, transfer and
shareholder service agreements and custodian agreements as well as the policies and procedures adopted by each Fund to comply with the 1940
Act and other applicable law.

The members of the Proxy Committee are Edward Regan (Chairman), Russell Reynolds and Clayton Yeutter. The Proxy Committee held
one meeting during the fiscal year ended October 31, 2001. The Proxy Committee provides the Board with recommendations for proxy voting
and monitors proxy voting by the Funds.

Based on the Audit Committee's recommendation, the Board of Directors of each Fund, including a majority of the Independent
Directors, at a meeting held October 12, 2001, selected KPMG LLP ("KPMG") as auditors of each Fund for its fiscal year beginning November
1, 2001. KPMG also serves as auditors for certain other funds for which the Manager acts as investment advisor.

During each Fund's fiscal year ended October 31, 2001, KPMG performed audit services for each Fund including the audit of each
Fund's financial statements, review of each Fund's annual report and registration statement amendment, consultation on financial accounting
and reporting matters and meetings with the Board of Directors.

1. Audit Fees.

The aggregate fees billed by KPMG for professional services rendered for the audit of each Fund's annual financial statements for
its fiscal year ended October 31, 2001 was $15,000 for each Fund.

2. All Other Fees.

There were no fees billed by KPMG for services rendered to each Fund other than the services described above under "Audit Fees"
for its fiscal year ended October 31, 2001. Additionally, there were no fees billed by KPMG to the Manager or subsidiaries of the Manager
for non-audit services rendered to the Manager or its subsidiaries for each Fund's fiscal year ended October 31, 2001.

Representatives of KPMG are not expected to be present at the Meeting but will be available should any matter arise requiring
their presence.

C. Additional Information Regarding Directors and Officers.

Each Fund's Independent Directors are paid a retainer plus a fixed fee for attending each meeting of the Board of Directors and
are reimbursed for expenses incurred in connection with attending such meetings. Each Board I Fund for which they serve as a director or
trustee pays a share of those expenses.

Neither the officers of the Funds nor any Interested Director receives any salary or fee from either Fund. The Independent
Directors of the Funds received the compensation shown below from each Fund with respect to each Fund's fiscal year ended October 31, 2001.

The compensation from all of the Board I Funds (including the Funds) represents compensation received as a director, trustee or
member of a committee of the boards of those funds during the calendar year 2001. Compensation from the Funds is paid for services in the
positions below their names.

----------------------------- ------------------- ------------------ ------------------ -------------- -------------------
Name of Director and Other Aggregate Aggregate Retirement Number of Total
Benefits
Accrued as Part Funds which Compensation
Fund Compensation Compensation of Oppenheimer Nominee From All
Position(s) (as from Disciplined from Oppenheimer Value Fund Oversees as Funds Overseen by
applicable) Allocation Fund1 Value Fund1 Expenses1 of 12/31/01 Nominee2
----------------------------- ------------------- ------------------ ------------------ -------------- -------------------
----------------------------- ------------------- ------------------ ------------------ -------------- -------------------
Leon Levy $643 $1,229 $240 31 $173,700
Chairman
----------------------------- ------------------- ------------------ ------------------ -------------- -------------------
----------------------------- ------------------- ------------------ ------------------ -------------- -------------------
Robert G. Galli3 $266 $669 $67 41 $202,886
Study Committee Member
----------------------------- ------------------- ------------------ ------------------ -------------- -------------------
----------------------------- ------------------- ------------------ ------------------ -------------- -------------------
Phillip Griffiths4 $555 $331 $18 30 $54,889
----------------------------- ------------------- ------------------ ------------------ -------------- -------------------
----------------------------- ------------------- ------------------ ------------------ -------------- -------------------
Benjamin Lipstein $555 $855 $0 31 $150,152
Study Committee Chairman,
Audit Committee Member
----------------------------- ------------------- ------------------ ------------------ -------------- -------------------
----------------------------- ------------------- ------------------ ------------------ -------------- -------------------
Elizabeth B. Moynihan $391 $753 $151 31 $105,760
Study Committee Member
----------------------------- ------------------- ------------------ ------------------ -------------- -------------------
----------------------------- ------------------- ------------------ ------------------ -------------- -------------------
Kenneth A. Randall $359 $671 $119 31 $97,012
Audit Committee Chairman
----------------------------- ------------------- ------------------ ------------------ -------------- -------------------
----------------------------- ------------------- ------------------ ------------------ -------------- -------------------
Edward V. Regan $237 $840 $293 31 $95,960
Proxy Committee Chairman,
Audit Committee Member
----------------------------- ------------------- ------------------ ------------------ -------------- -------------------
----------------------------- ------------------- ------------------ ------------------ -------------- -------------------
Russell S. Reynolds, Jr. $355 $492 $83 31 $71,792
Proxy Committee Member
----------------------------- ------------------- ------------------ ------------------ -------------- -------------------
----------------------------- ------------------- ------------------ ------------------ -------------- -------------------
Donald Spiro $391 $386 $21 31 $64,080
----------------------------- ------------------- ------------------ ------------------ -------------- -------------------
----------------------------- ------------------- ------------------ ------------------ -------------- -------------------
Clayton K. Yeutter5 $203 $627 $218 31 $71,792
Proxy Committee Member
----------------------------- ------------------- ------------------ ------------------ -------------- -------------------
1. For the fiscal year ended October 31, 2001. Aggregate compensation includes fees, deferred compensation, if any, and retirement
plan benefits accrued for a Director. For Oppenheimer Disciplined Allocation Fund, no retirement benefit expenses were allocated to the
Fund for fiscal year ended October 31, 2001.
2. For the 2001 calendar year.
3. Total compensation for the 2001 calendar year includes compensation received for serving as a Trustee/Director of 10 other
Oppenheimer funds in addition to the Board I Funds.
4. Aggregate compensation includes $266 for Oppenheimer Disciplined Allocation Fund and $313 for Oppenheimer Value Fund deferred
under Deferred Compensation Plan described below.
5. Aggregate compensation includes $51 for Oppenheimer Disciplined Allocation Fund and $102 for Oppenheimer Value Fund deferred under
Deferred Compensation Plan described below.

Each Fund has adopted a retirement plan that provides for payments to retired Directors. Payments are up to 80% of the average
compensation paid during a Director's five years of service in which the highest compensation was received. A Director must serve as
director or trustee for any of the Board I funds for at least 15 years to be eligible for the maximum payment. Each Director's retirement
benefits will depend on the amount of compensation received by the Director for service in future fiscal years as well as the Director's
length of service. The Funds cannot estimate the number of years of credited service that will be used to determine those benefits at this
time. Therefore, the amount of the retirement benefits cannot be determined at this time.

The Board of Directors has adopted a Deferred Compensation Plan for Independent Directors 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
Director is periodically adjusted as though an equivalent amount had been invested in shares of one or more Oppenheimer funds selected by
the Director. The amount paid to the Director under the plan will be determined based upon the performance of the selected funds.

Deferral of Directors' fees under the plan will not materially affect either Fund's assets, liabilities or net income per share.
The plan will not obligate either Fund to retain the services of any Director or to pay any particular level of compensation to any
Director. Pursuant to an order issued by the Securities and Exchange Commission, both Funds may invest in the funds selected by the
Director under the plan.

Information is given below about the executive officers who are not Directors or nominees for Director of the Fund, including
their business experience during the past five years. Messrs. Murphy, Zack, Wixted, Molleur, Bartlett, Leavy, Manioudakis and Mses. Feld
and Ives, respectively, hold the same offices with one or more of the other funds in the OppenheimerFunds complex. In light of Mr.
Murphy's nomination as a director, his biographical information is provided above.

--------------------------------------------- ------------------------------------------------------------------------
Name, Address,5 Age, Position(s) Held with Principal Occupation(s) During Past 5 Years
Funds and Length of Service6
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Bruce Bartlett, Vice President and Senior Vice President (since January 1999) of the Manager; an officer
Portfolio Manager of Oppenheimer and portfolio manager of other Oppenheimer funds, prior to joining the
Disciplined Allocation Fund (since November Manager in April, 1995, he was a Vice President and Senior Portfolio
2000) Manager at First of America Investment Corp. (September 1986 - April
Age: 51 1995).
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Christopher Leavy, Vice President and Senior Vice President (since September 2000) of the Manager; prior to
Portfolio Manager of Oppenheimer joining the Manager in September 2000, he was a portfolio manager of
Disciplined Allocation Fund and Oppenheimer Morgan Stanley Dean Witter Investment Management (from 1997) prior to
Value Fund (since November 2000) which he was a portfolio manager and equity analyst of Crestar Asset
Age: 30 Management (from 1995).
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Angelo Manioudakis, Vice President and Senior Vice President of the Manager (since April 2002); an officer
Portfolio Manager of Oppenheimer Disciplined and portfolio manager of other Oppenheimer funds; formerly Executive
Allocation Fund (since April 2002) Director and portfolio manager for Miller, Anderson & Sherrerd, a
Age: 35. division of Morgan Stanley Investment Management (August 1993-March
2002).
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Brian W. Wixted, Senior Vice President and Treasurer (since March 1999) of the Manager;
Treasurer, Principal Financial and Treasurer (since March 1999) of HarbourView Asset Management
Accounting Officer (since April 1999) Corporation, Shareholder Services, Inc., Oppenheimer Real Asset
Age: 42 Management Corporation, Shareholder Financial Services, Inc.,
Oppenheimer Partnership Holdings, Inc., OFI Private Investments, Inc.
(since March 2000), OppenheimerFunds International Ltd. and
Oppenheimer Millennium Funds plc (since May 2000), offshore fund
management subsidiaries of the Manager, and OAM Institutional, Inc.
(since November 2000), an investment advisory subsidiary of the
Manager; Treasurer and Chief Financial Officer (since May 2000) of
Oppenheimer Trust Company, a trust company subsidiary of the Manager;
Assistant Treasurer (since March 1999) of Oppenheimer Acquisition
Corp. and OppenheimerFunds Legacy Program (since April 2000); an
officer of other Oppenheimer funds; formerly Principal and Chief
Operating Officer, Bankers Trust Company - Mutual Fund Services
Division (March 1995 - March 1999).
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Robert G. Zack, Secretary (since November Senior Vice President (since May 1985) and General Counsel (since
1, 2001) February 2002) of the Manager; Assistant Secretary of Shareholder
Age: 53 Services, Inc. (since May 1985), Shareholder Financial Services, Inc.
(since November 1989); OppenheimerFunds International Ltd. and
Oppenheimer Millennium Funds plc (since October 1997); an officer of
other Oppenheimer funds; formerly, Acting General Counsel (November
2001-February 2002) and Associate General Counsel (1984 - October 2001)
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Denis R. Molleur, Vice President and Senior Counsel of the Manager (since July 1999); an
Assistant Secretary (since November 1, 2001) officer of other Oppenheimer funds; formerly a Vice President and
Age: 44 Associate Counsel of the Manager (September 1995 - July 1999).
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Katherine P. Feld, Vice President and Senior Counsel of the Manager (since July 1999); an
Assistant Secretary (since November 1, 2001) officer of other Oppenheimer funds; formerly a Vice President and
Age: 43 Associate Counsel of the Manager (June 1990 - July 1999).
--------------------------------------------- ------------------------------------------------------------------------
--------------------------------------------- ------------------------------------------------------------------------
Kathleen T. Ives, Assistant Secretary Vice President and Assistant Counsel of the Manager (since June 1998);
(since November 1, 2001) an officer of other Oppenheimer funds; formerly an Assistant Vice
Age: 36 President and Assistant Counsel of the Manager (August 1997 - June
1998); and Assistant Counsel of the Manager (August 1994-August 1997).
--------------------------------------------- ------------------------------------------------------------------------

All officers serve at the pleasure of the Board.

As of July 1, 2002, the Directors, nominees for Director and officers, individually and as a group, beneficially owned
____________ shares [LESS THAN 1%] of the outstanding Class A shares and no Class B, Class C, Class N shares of Oppenheimer Disciplined
Allocation Fund. As of July 1, 2002, the Directors, nominees for Director and officers, individually and as a group, beneficially owned
____________ shares [LESS THAN 1%] of the outstanding Class A shares and no Class B, Class C, Class N or Class Y shares of Oppenheimer
Value Fund. The foregoing statement does not reflect ownership of shares of the Funds held of record by an employee benefit plan for
employees of the Manager, other than the shares beneficially owned under the plan by the officers of the Funds listed above. In addition,
each Independent Director, and his or her family members, do not own securities of either the Manager or OppenheimerFunds Distributor, Inc.
(the "Distributor") of the Board I Funds or any person directly or indirectly controlling, controlled by or under common control with the
Manager or Distributor.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS
A VOTE FOR THE ELECTION OF EACH NOMINEE AS DIRECTOR

Introduction to Proposal 2

A. What is the Historical Background of the Funds' Current Investment Policies?

The Funds operate in accordance with their investment objectives, policies and restrictions, which are described in their
respective prospectus and statement of additional information (together, the "prospectus"). The Funds' policies generally are classified as
either "fundamental" or "non-fundamental." Fundamental policies can be changed only by a shareholder vote. Non-fundamental policies may
be changed by the Directors without shareholder approval, although significant changes would be described in amendments to each Fund's
prospectus.

The 1940 Act requires that certain policies be classified as fundamental. Proposal 2 is intended to modernize each Fund's
policies as well as standardize their respective policies by reclassifying fundamental policies that are not required to be fundamental as
non-fundamental or by eliminating them entirely. The proposals are designed to provide each Fund with maximum flexibility to pursue its
investment objective and respond to an ever-changing investment environment. However, neither Fund has any current intention of
significantly changing its actual investment strategies even if shareholders approve the proposed changes.

Subsequent to the Funds being established, certain regulatory requirements applicable to registered open-end investment companies
(referred to as "mutual funds" in this Proxy Statement) changed. For example, certain restrictions previously imposed by state regulations
were preempted by the National Securities Markets Improvement Act of 1996 ("NSMIA"), and are no longer applicable to mutual funds. As a
result, the Funds currently are subject to several fundamental investment policies that are either more restrictive than required under
current regulations or no longer required at all.

With the passage of time, the development of new industry practices and changes in regulatory standards, several of the Funds'
fundamental policies are considered by the Directors and the Manager to be unnecessary or unwarranted. The standardized policies proposed
below would satisfy current federal regulatory requirements and are written to provide the Funds with flexibility to respond to future
legal, regulatory, market and industry developments. The proposed standardized changes will not affect either Fund's investment objective.

B. Why does the Board of Directors Recommend the Proposed Changes?

The Directors believe standardizing and reducing the total number of investment policies that can be changed only by a shareholder
vote will assist the Funds and the Manager in maintaining compliance with the various investment restrictions to which the Funds are
subject, and will help minimize the costs and delays associated with holding future shareholder meetings to revise fundamental investment
policies that become outdated or inappropriate. The Directors also believe that the Manager's ability to manage each Fund's assets in a
changing investment environment will be enhanced, and that investment management opportunities will be increased by the proposed changes.

Although the Directors believe the proposed changes in fundamental investment policies will provide the Funds greater flexibility
to respond to future investment opportunities, the Directors do not anticipate that the changes, either individually or together, will
result in a material change in the level of risk associated with an investment in either Fund. In addition, the Directors do not
anticipate that the proposed changes will materially affect the manner in which the Funds are managed. In the future, if the Directors
determine to change materially the manner in which the Funds are managed, each Fund's prospectus would be amended to reflect such a change.

The recommended changes are specified below. Shareholders are requested to vote on each sub-proposal in Proposal 2 separately. If
approved, the effective date of the sub-proposals will be delayed until each Fund's prospectus can be updated to reflect the changes. If
any sub-proposal in Proposal 2 is not approved, the fundamental investment policy or policies covered in that sub-proposal will remain
unchanged.

All of the sub-proposals below apply to both Funds, as the Funds have the following policies in common.

PROPOSAL 2: TO APPROVE THE ELIMINATION OR AMENDMENT OF CERTAIN FUNDAMENTAL INVESTMENT POLICIES OF THE FUNDS

A. Purchasing Restricted or Illiquid Securities.

Both Funds are currently subject to a fundamental investment policy concerning the purchase of restricted or illiquid securities,
including repurchase agreements maturing in more than seven (7) days. It is proposed that each Fund's current fundamental policy be
eliminated and replaced by a non-fundamental policy that can be changed by the Directors in the future without shareholder approval. The
Funds' current and proposed investment policies are set forth below.

Current Fundamental Policy Proposed Non-Fundamental Policy
-------------------------- -------------------------------
The Fund cannot invest more than 10% in the aggregate of The Fund cannot invest more than 10% of its net assets in
the value of its total assets in repurchase agreements illiquid or restricted securities (including repurchase
maturing in more than seven days, time deposits maturing in agreements maturing beyond seven (7) days).
more than two days, portfolio securities that do not have
readily available market quotations and all other illiquid
assets.

The existing policy is not required to be a fundamental policy under the 1940 Act, and the Directors recommend that each Fund's current
fundamental policy be replaced with the proposed non-fundamental policy in order to provide each Fund with maximum flexibility consistent
with current regulatory requirements. The staff of the SEC currently takes the position that a non-money market fund, such as the Funds, is
required to limit its investments in illiquid assets (including repurchase agreements maturing beyond seven (7) days) to 15% of net
assets. The purpose of limiting a fund's investments in illiquid securities is to ensure that the fund is able to satisfy redemption
requests in accordance with its obligations under the 1940 Act.

A repurchase agreement involves the purchase of a security concurrently with an agreement to resell the same security at a later
date. Repurchase agreements are considered loans under the 1940 Act, and must be collateralized by the underlying security. The 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 in order to fully collateralize the counterparty's repayment obligation. Nonetheless, if the counterparty
fails to pay the resale price on the delivery date, the Funds may incur costs in disposing of the collateral and may experience losses if
there is any delay in their ability to dispose of the collateral.

Time deposits 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 already subject to each Fund's limits on illiquid investments
as stated above. However, the proposed non-fundamental policy would no longer treat time deposits that mature in more than two days as
illiquid. Instead, time deposits that mature in more than seven days would be subject to the Funds' respective policies limiting
investments in illiquid securities.

The Funds' investments in repurchase agreements having maturities beyond seven days would still be limited to 10% of the
respective net assets of the Funds. If shareholders approve elimination of each Fund's fundamental policy regarding repurchase agreements,
the Funds would continue to require that ownership and control of the underlying securities be transferred to the Funds consistent with
applicable law.

The proposed non-fundamental policy is more conservative than current regulatory requirements as it limits illiquid investments to
10% of each Fund's net assets as opposed to 15% of net assets. The proposed non-fundamental policy is intended to conform each Fund's
policy in this area to one that is consistent with that of other Oppenheimer funds. The Directors believe that standardized policies will
assist the Funds and the Manager in maintaining compliance with the various investment restrictions to which the Funds are subject. The
recommended change is not expected to increase the risk of an investment in either Fund.

B. Purchasing Securities on Margin and Making Short Sales.

Both Funds are currently subject to a fundamental investment policy prohibiting them from purchasing securities on margin and
engaging in short sales. The existing policy is not required to be a fundamental investment policy under the 1940 Act. It is proposed
that this current fundamental policy prohibiting purchases of securities on margin and engaging in short sales be eliminated. The Funds'
current fundamental investment policy is set forth below.

Current Fundamental Policy
--------------------------

The Fund cannot purchase any securities on margin or make short sales of securities or maintain a short position.
However, the Fund can obtain such short- term credits as may be necessary for the clearance of purchases and
sales of portfolio securities. The deposit or payment by the Fund of initial or maintenance margin in connection
with futures contracts or related options transactions is not considered to be the purchase of a security on
margin.

Margin purchases involve the purchase of securities with borrowed money, and the 1940 Act imposes certain restrictions on borrowing as
discussed in detail below under Sub-proposals 2.J. and 2.K. ("Borrowing" and "Pledging, Mortgaging or Hypothecating Assets," respectively).
"Margin" is the cash or securities that the borrower places with a broker as collateral against the loan. Although each Fund's current
fundamental investment policy prohibits purchasing securities on margin, the 1940 Act permits the Funds to obtain such short-term credits
as may be necessary for the clearance of transactions. In addition, SEC staff interpretations permit mutual funds to make margin payments
in connection with the purchase and sale of futures contracts and options on futures contracts.

In a short sale, an investor sells a borrowed security with a corresponding obligation to the lender to return the identical
security. In an investment technique known as a short sale "against-the-box," an investor sells short while owning the same securities in
the same amount, or having the right to obtain equivalent securities. The investor could have the right to obtain equivalent securities,
for example, through ownership of options or convertible securities.

A short sale is a form of leverage. Leverage exists when a fund has the right to a return on an investment that exceeds the
amount the fund contributed to the investment. The use of leverage exposes shareholders and their investments in a fund to a greater risk
of loss. For example, engaging in short sales may cause the value of a fund's shares to be more volatile than if the fund did not engage
in short selling. In addition, in a short sale, there is a risk that the investor may have to buy the security later at a price higher
than the sales price and incur a loss as a result.

As a result of NSMIA, the state restrictions regarding margin purchases and short sales no longer apply to the Funds. The
Directors recommend that shareholders eliminate this fundamental investment policy in order to conform each Fund's policy with that of
other Oppenheimer funds. Elimination of this fundamental investment policy is unlikely to affect management of the Funds, and is not
expected to materially increase the risk of an investment in either Fund.

The Funds would continue to be prohibited from purchasing securities on margin. However, consistent with the 1940 Act and their
current policies, the Funds would continue to be able to obtain such short-term credits as may be necessary for clearance of transactions
and to make margin payments in connection with the purchase and sale of futures contracts and options on futures contracts.

Although the Funds would be permitted to sell securities short if shareholders approve this sub-proposal, the Funds would have to
segregate liquid assets to cover their obligation under any short sale. If the Directors and Manager believed that it was in the best
interests of either Fund to engage in short sales to a significant degree, the Fund's prospectus would have to be updated to reflect that
change in policy. Among other things, the Funds' prospectuses would be updated to describe in detail the risks associated with short
sales, which are outlined above.

C. Investing in a Company for the Purpose of Acquiring Control

Both Funds are currently subject to a fundamental investment policy prohibiting them from investing in portfolio companies for the
purpose of acquiring control. It is proposed that the current fundamental investment policy be eliminated. Although the Funds have no
intention of investing for the purpose of acquiring control of a company, the Directors believe that the existing policy is unnecessary and
may reduce possible investment opportunities as well as undermine the ability of the Funds to realize the full value of portfolio
investments under certain circumstances. The Funds' current fundamental investment policy is set forth below.

Current Fundamental Policy
--------------------------

The Fund cannot, by itself or together with any other fund, portfolio or portfolios, make investments for the purpose
of exercising control over, or management of, any issuer.

Elimination of this fundamental investment policy is not expected to have a significant impact on either Fund's investment practices or
management, because the Funds have no intention of investing in companies for the purpose of obtaining or exercising management or
control. This policy was originally adopted to address then existing state requirements in connection with the registration of shares of
the Funds for sale in a particular state or states. As a result of NSMIA, the state restriction no longer applies to the Funds.

The existing policy may unnecessarily restrict the investment flexibility of the Funds because the Funds might be considered to be
investing for control if they purchase a large percentage of the securities of a single issuer. The existing policy also may undermine
each Fund's ability to realize the full value of portfolio investments under certain circumstances. For example, if an issuer in which one
of the Funds has invested subsequently seeks to reorganize under the protection of the bankruptcy laws, it may be in the Fund's best
interest to be represented on the creditors' committee appointed during the bankruptcy proceedings. The existing policy may prevent the
Funds from securing representation on such a creditors' committee.

The Directors therefore recommend that shareholders approve elimination of this fundamental investment policy in order to increase
each Fund's flexibility when choosing investments and investment strategies in the future. As noted above, elimination of this fundamental
policy is unlikely to affect management of the Funds, and is not expected to materially increase the risk of an investment in either Fund.

D. Investing in Oil, Gas or Other Mineral Exploration or Development Programs, Real Estate and Commodities.

Both Funds are currently subject to a fundamental investment policy prohibiting them from investing in interests in oil, gas or
other mineral-related programs or leases, commodities and real estate. It is proposed that the current fundamental policies regarding real
estate and commodities, and the current fundamental policy regarding investment in oil, gas and other mineral or development programs be
eliminated. The Funds' current and proposed fundamental restrictions are set forth below.

Current Fundamental Policy Proposed Fundamental Policy on Commodities
-------------------------- ------------------------------------------
The Fund cannot purchase or sell interests in oil, gas or The Fund cannot invest in physical commodities or
other mineral exploration or development programs, commodities contracts. However, the Fund can invest in
commodities, commodity contracts or real estate. However, hedging instruments permitted by any of its other
the Fund can purchase securities of issuers that invest or investment policies, and can buy or sell options,
deal an any of the above interests and can invest for futures, securities or other instruments backed by, or
hedging purposes in futures contracts on securities, the investment return from which is linked to, changes in
financial instruments and indices, and foreign currency, as the price of physical commodities, commodity contracts or
are approved for trading on a registered exchange. currencies.
Proposed Fundamental Policy on Real Estate
------------------------------------------
The Fund cannot invest in real estate or in interests in
real estate. However, The Fund can purchase securities
of issuers holding real estate or interests in real
estate (including securities of real estate investment
trusts) if permitted by its other investment policies.

The 1940 Act requires a mutual fund to have fundamental investment policies governing investments in real estate and commodities and
fundamental policies addressing such investments have been retained. Amendment of these fundamental policies is unlikely to affect
management of either Fund, and the Directors believe that the proposed fundamental policies on investing in real estate and commodities
will provide the Funds with the maximum flexibility consistent with the current legal requirements.

The limitation on investing in oil, gas or other mineral exploration or development programs was originally adopted to address
then existing state requirements in connection with the registration of shares of the Funds for sale in a particular state or states. As a
result of NSMIA, this state restriction no longer applies to the Funds. The Directors recommend that shareholders eliminate this
fundamental investment policy in order to conform both Fund's policies in this area with that of other Oppenheimer funds. In addition, the
Directors believe that its elimination could increase each Fund's flexibility when choosing investments in the future.

Although the Funds would be permitted to invest in interests in oil, gas or other mineral exploration or development programs if
shareholders approve this sub-proposal, the Funds currently have no intention of investing in such interests. If the Directors and Manager
believed that it was in the best interests of either Fund to invest in oil, gas or other mineral exploration or development programs to a
significant degree, the Fund's prospectus would have to be updated to reflect that change in policy. Among other things, the prospectuses
would be updated to describe in detail the risks associated with investments in interests in oil, gas, or other mineral exploration or
development programs, which may have limited liquidity so that the Funds could have difficulty selling them at an acceptable price when
they want to sell them.

In addition, the values of interests in oil, gas, or other mineral exploration or development programs may be more volatile than
other investments. Nonetheless, as previously noted, neither Fund currently has an intention of investing in such interests if
shareholders approve this sub-proposal.

E. Entering into Reverse Repurchase Agreements.

Both Funds are currently subject to a fundamental investment policy prohibiting them from entering into reverse repurchase
agreements in excess of 1/3 of the value of their total assets. It is proposed that the current fundamental policy be eliminated. The
Funds' current fundamental investment policy is set forth below.

Current Fundamental Policy
--------------------------

The Fund cannot allow its current obligations under reverse repurchase agreements, together with borrowings, to
exceed 1/3 of the value of its total assets (less all its liabilities other than the obligations under borrowings and
such agreements).

A reverse repurchase agreement involves the sale of a security concurrently with an agreement to repurchase the same security at a later
date. A reverse repurchase agreement is considered a borrowing under the 1940 Act, involving the leveraging of a fund's assets.

As discussed in detail below under Sub-proposal 2.J. ("Borrowing"), the 1940 Act imposes certain restrictions on the borrowing
activities of mutual funds. The restrictions on borrowing are designed to protect shareholders and their investment in a fund by limiting
a fund's ability to leverage its assets, which exposes shareholders and their investments in a fund to a greater risk of loss. For example,
investing in reverse repurchase agreements may cause the value of a fund's shares to be more volatile than a fund that does not invest in
reverse repurchase agreements. Nonetheless, in order to cover its obligation under a reverse repurchase agreement and limit the effects of
leverage, a fund must segregate liquid assets to cover its obligation to repurchase the subject securities.

Neither Fund's policy regarding reverse repurchase agreements is required to be a fundamental policy under the 1940 Act, and the
Directors propose that each Fund's current fundamental policy be eliminated in order to provide the Funds with maximum flexibility
consistent with the current legal requirements. Although elimination of this policy may subject the Fund's assets to increased risk related
to leverage, each Fund's ability to invest in reverse repurchase agreements would continue to be subject to the Funds' respective
limitations on borrowing, as discussed in detail below under Sub-proposal 2.J. ("Borrowing").

F. Investing in Securities of Foreign Issuers.

Both Funds are currently subject to a fundamental investment policy limiting their investment in securities of foreign issuers. It
is proposed that the current fundamental policy be eliminated. The Funds' current fundamental investment policy is set forth below.
Current Fundamental Policy
--------------------------

The Fund cannot invest in securities of foreign issuers if at the time of acquisition more than 10% of its total
assets, taken at market value at the time of the investment, would be invested in such securities. However, up to 25%
of the total assets of the Fund may be invested in the aggregate in such securities that are (i) issued, assumed or
guaranteed by foreign governments, or political subdivisions or instrumentalities thereof, (ii) assumed or guaranteed
by domestic issuers (including Eurodollar securities), or (iii) issued, assumed or guaranteed by foreign issuers
having a class of securities listed for trading on The New York Stock Exchange.

Currently, both Funds focus their investments in companies organized or headquartered in the United States. However, investing in
securities issued by foreign companies may offer potential benefits not available from investing solely in securities issued by
U.S. companies. They include the opportunity to invest in foreign companies that appear to offer growth 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 stock markets that do not move in a manner parallel to U.S. markets.

Investments in foreign securities also present special risks and considerations not typically associated with investments in
domestic securities. These additional risks include reduction of income by foreign taxes; fluctuation in value of foreign investments due
to changes in currency rates or currency control regulations; lack of public information about foreign issuers; lack of uniform accounting,
auditing and financial reporting standards in foreign countries comparable to those applicable to domestic issuers; greater volatility and
less liquidity on foreign markets than in the U.S.; less governmental regulation of foreign issuers, stock exchanges and brokers than in
the U.S.; greater difficulties in commencing lawsuits; higher brokerage commission rates than in the U.S.; increased risks of delays in
settlement of portfolio transactions or loss of certificates for portfolio securities; possibilities in some countries of expropriation,
nationalization, confiscatory taxation, political, financial or social instability or adverse diplomatic developments; and unfavorable
differences between the U.S. economy and foreign economies. 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.
Additionally, debt obligations of foreign governments and entities may or may not be supported by the full faith and credit of the foreign
government.
Neither Fund's current policy is required to be a fundamental policy under the 1940 Act, and the Directors propose that each
Fund's current fundamental policy be eliminated in order to provide the Funds with maximum flexibility consistent with the current legal
requirements. The Directors believe that eliminating this policy will not affect management of either Fund, as neither Fund currently
intends to change its level of foreign investment.

G. Industry Concentration.

Both Funds currently have a fundamental investment policy prohibiting them from "concentrating" their investments, that is,
investing "more than 25%" of their total assets in any one industry, excluding securities issued or guaranteed by the United States
government or its agencies and instrumentalities. Consistent with the SEC staff's interpretation of "concentration" under the 1940 Act,
the Funds interpret this policy to apply to "25% or more" of their respective total assets rather than "more than 25%." The Directors
propose that the Funds' respective industry concentration policies remain fundamental, but be amended to state that they apply to "25% or
more" of each Funds' total assets and to clarify that the policies do not apply to investments in securities issued by other mutual funds.
The Directors believe that amending this policy as proposed will not affect management of either Fund. The Funds' current and proposed
policies are stated below.

Current Fundamental Policy Proposed Fundamental Policy
-------------------------- ---------------------------
The Fund cannot invest more than 25% of the value of its The Fund cannot invest 25% or more of its total assets in
total assets in the securities of issuers in any single any one industry. That limit does not apply to
industry. However, this limitation shall not apply to the securities issued or guaranteed by the U.S. government or
purchase of obligations issued or guaranteed by the U.S. its agencies and instrumentalities or securities issued
government, its agencies or instrumentalities. For the by investment companies.
purpose of this restriction, each utility that provides a
separate service (for example, gas, gas transmission,
electric or telephone) shall be considered to be a separate
industry. This test shall be applied on a pro forma basis
using the market value of all assets immediately prior to
making any investment.

The purpose of this proposal is to clarify each Fund's fundamental policy on industry concentration and to conform their policy in this
area to one that is consistent with that of other Oppenheimer funds. The Directors believe that standardized policies will assist the
Funds and the Manager in maintaining compliance with the various investment policies to which the Oppenheimer funds are subject. In
addition, if shareholders approve this proposal, the Funds would be permitted to enter into a fund-of-funds arrangement as discussed in
detail below under Sub-proposal 2.H. ("Investing in Other Investment Companies"), including the risks associated with a fund-of-funds
arrangement.

H. Investing in Other Investment Companies.

Both Funds are currently subject to a fundamental investment policy limiting their investment in securities of other investment
companies. It is proposed that each Fund's current fundamental policy be eliminated and replaced with a revised non-fundamental policy
that can be changed in the future without shareholder approval. The Funds' current and proposed investment policies are set forth below.

Current Fundamental Policy Proposed Non-Fundamental Policy
-------------------------- -------------------------------
The Fund cannot purchase securities of other investment The Fund cannot invest in securities of other investment
companies, except in connection with a merger, companies, except to the extent permitted under the 1940
consolidation, acquisition or reorganization. It can also Act, the rules or regulations thereunder or any exemption
purchase in the open market securities of closed-end therefrom, as such statute, rules or regulations may be
investment companies if no underwriter or dealer's amended or interpreted from time to time.
commission or profit, other than the customary broker's
commission is involved and only if immediately thereafter
not more than 10% of the Fund's total assets, taken at
market value, would be invested in such securities.

The existing policy is not required to be fundamental under the 1940 Act. The purpose of this proposal is to provide the Funds with the
maximum flexibility permitted by law to pursue their investment objectives.

The ability of the Funds to invest in other mutual funds is restricted by Section 12(d)(1) of the 1940 Act. NSMIA amended Section
12 to permit mutual funds to enter into so-called fund-of-funds or master/feeder arrangements with other mutual funds in a fund complex,
and granted the SEC broad powers to provide exemptive relief for these purposes. The Funds are parties to an exemptive order from the SEC
permitting them to enter into fund-of-funds arrangements with other affiliated funds. Elimination of this fundamental investment policy is
necessary to permit the Funds to take advantage of the exemptive relief. However, the Funds do not currently anticipate participating in a
fund-of-funds arrangement. Although they may do so in the future if shareholders approve this proposal, each Fund's prospectus would have
to be updated to reflect such a change in policy.

An investment in another mutual fund may result in the duplication of expenses. Should the Directors determine in the future that
either Fund's participation in a fund-of-funds arrangement is in the best interests of the Fund, the Directors would consider and take
steps to mitigate the potential for duplication of fees in determining whether either Fund's participation in such an arrangement is
suitable for the Fund and its shareholders.

I. Writing, Purchasing or Selling Puts, Calls or Combinations Thereof.

Both Funds are currently subject to a fundamental investment policy concerning their ability to engage in certain hedging
transactions. It is proposed that the current fundamental policy be eliminated. The Funds' current investment policy is set forth below.

Current Fundamental Policy
--------------------------

The Fund cannot write, purchase or sell puts, calls or combinations thereof, except that it can write covered call
options.

Currently, each Fund can write covered calls on securities, futures and stock indices, and can buy and sell certain kinds of futures
contracts and forward contracts, which are referred to as "hedging instruments." The Funds are not required to use hedging instruments to
seek their objectives, and they do not use hedging instruments for speculative purposes.

If the Funds are permitted to trade options, particularly on sector indices, this may enable the Funds to better hedge industry
sector risks within their portfolios. If the Funds are permitted to write puts, the put must be covered by segregated liquid assets. When a
mutual fund writes a put, it receives a premium. That premium represents a profit, as long as the price of the underlying instrument
remains equal to or above the exercise price of the put. The fund also assumes the obligation during the option period to buy the
underlying instrument from the buyer of the put at the exercise price. If a put written by a fund expires, the fund realizes a gain in the
amount of the premium less the transaction costs incurred. However, if the underlying investment declines in value below the exercise
price, the Fund may be required to purchase the underlying investment at a disadvantageous price.

Options trading involves the payment of premiums and has special tax effects on the Funds. There are also special risks in
particular hedging strategies. For example, if a covered call written by the Funds is exercised on an investment that has increased in
value, the Funds will be required to sell the investment at the call price and will not be able to realize any profit if the investment has
increased in value above the call price.

Neither Fund's existing policy is required to be a fundamental policy under the 1940 Act, and the Directors believe that
elimination of this policy could increase the Funds' flexibility when choosing investments in the future without materially affecting the
risk of an investment in either Fund. Neither Fund currently uses hedging instruments to a significant degree, and even if shareholders
approve this sub-proposal, neither Fund currently anticipates investing in hedging instruments to a significant degree.

J. Borrowing.

The 1940 Act imposes certain restrictions on the borrowing activities of mutual funds. A fund's borrowing policy must be a
fundamental investment policy.

The restrictions on borrowing are designed to protect mutual fund shareholders and their investments in a fund by limiting a
fund's ability to leverage its assets. Leverage exists when a fund has the right to a return on an investment that exceeds the amount the
fund contributed to the investment. Borrowing money to make an investment is an example of how a fund may leverage its assets.

A mutual fund may borrow money to meet redemptions in order to avoid forced, unplanned sales of portfolio securities. This
technique allows a fund greater flexibility to buy and sell portfolio securities for investment or tax considerations rather than for cash
flow considerations. Some mutual funds also borrow for investment purposes. Neither Fund currently borrows for investment purposes.

There are risks associated with borrowing. Borrowing exposes shareholders and their investments in a fund to a greater risk of
loss. For example, borrowing may cause the value of a fund's shares to be more volatile than if the fund did not borrow. In addition, to
the extent a fund borrows, it will pay interest on the money that it borrows, and that interest expense will raise the overall expenses of
the fund and reduce its returns. The interest payable on the borrowed amount may be more (or less) than the return the fund receives from
the securities purchased with the borrowed amount.

Both Funds are currently subject to a fundamental investment policy concerning borrowing that is more restrictive than required by
the 1940 Act. The Directors propose that each Fund's policy on borrowing be amended to permit the Funds to borrow as permitted under the
1940 Act. As amended, each Fund's policy on borrowing would remain a fundamental policy changeable only by the vote of a majority of the
outstanding voting securities of the Funds as defined in the 1940 Act.

The Funds' current and proposed fundamental investment policies are set forth below. The current policy on borrowing requires the
Funds to borrow only from banks for temporary purposes, and limits the Funds' borrowing to 10% of its assets. Each Fund's current policy
also prohibits each Fund from borrowing for investment or leverage purposes. Neither Fund proposes to borrow for investment purposes if
shareholders approve this sub-proposal.

Current Fundamental Policy Proposed Fundamental Policy
-------------------------- ---------------------------
The Fund cannot borrow amounts in excess of 10% of its The Fund may not borrow money, except to the extent
total assets, taken at market value at the time of the permitted under the 1940 Act, the rules or regulations
borrowing. It can borrow only from banks as a temporary thereunder or any exemption therefrom that is applicable
measure for extraordinary or emergency purposes. It cannot to the Fund, as such statute, rules or regulations may be
make investments in portfolio securities while such amended or interpreted from time to time.
outstanding borrowings exceed 5% of its total assets.

Currently, under the 1940 Act, a mutual fund may borrow only from banks and the maximum amount it may borrow is up to one-third of its
total assets (including the amount borrowed). A fund may borrow up to 5% of its total assets for temporary purposes from any person. Under
the 1940 Act, there is a rebuttable presumption that a loan is temporary if it is repaid within 60 days and not extended or renewed. If
shareholders approve this sub-proposal, each Fund's current fundamental policy will be replaced by the proposed fundamental policy and each
Fund's prospectus will be updated to describe the current restrictions regarding borrowing under the 1940 Act, the rules and regulations
thereunder and any exemptions applicable to the Funds.

If this sub-proposal and the lending proposal described below in Sub-proposal 2.L. ("Lending") are approved by shareholders, and
the Funds were to seek and obtain the necessary regulatory relief, it would be possible for the Funds to borrow from and lend to other
Oppenheimer funds whose policies permit such activity and that have obtained the necessary regulatory relief as well. If all of the
pre-conditions noted in the preceding sentence were satisfied and the Directors were to determine that it was in either Fund's best
interest to borrow from or lend to other Oppenheimer funds, that Fund's prospectus would be updated to reflect such a practice.

K. Pledging, Mortgaging or Hypothecating Assets.

Both Funds are currently subject to a fundamental investment policy concerning the pledging, mortgaging or hypothecating of their
respective assets. It is proposed that this current fundamental investment policy be eliminated.

Current Fundamental Policy
--------------------------

No assets of the Fund may be pledged, mortgaged or hypothecated except to secure a borrowing, and in
that case no more 10% of the Fund's total assets may be pledged, mortgaged or hypothecated.

The existing policy concerning pledging, mortgaging or hypothecating of assets is not required to be fundamental under the 1940 Act, and
the Directors believe that the Funds should be provided with the maximum flexibility permitted by law to pursue their investment
objectives. The Directors recommend that the policy regarding pledging, mortgaging or hypothecating be eliminated so that the Funds may
enter into collateral arrangements in connection with their borrowing requirements consistent with their other investment policies,
including their policies regarding borrowing and issuing senior securities. The risks associated with borrowing are discussed in detail
under Sub-proposal 2.J. ("Borrowing").

L. Lending.

Under the 1940 Act, a fund's policy regarding lending must be fundamental. It is proposed that the Funds' current fundamental
policy be replaced by a revised fundamental policy that permits the Funds to engage in lending to the extent their lending is consistent
with the 1940 Act, the rules thereunder or any exemption from the 1940 Act that is applicable to the Funds.

Current Fundamental Policy Proposed Fundamental Policy
-------------------------- ---------------------------
The Fund cannot make loans. However, the Fund may lend The Fund cannot make loans, except to the extent
portfolio securities in accordance with the Fund's permitted under the 1940 Act, the rules or
investment policies up to 33 1/3% of the Fund's total assets regulations thereunder or any exemption therefrom
taken at market value. The Fund can also enter into that is applicable to the Fund, as such statute,
repurchase agreements, and purchase all or a portion of an rules or regulations may be amended or interpreted
issue of publicly distributed debt securities, bank loan from time to time.
participation interests, bank certificates of deposit,
bankers' acceptances, debentures or other securities,
whether or not the purchase is made upon the original
issuance of the securities.

Currently, the 1940 Act permits (a) lending of securities, (b) purchasing debt instruments or similar evidences of indebtedness, and (c)
investing in repurchase agreements. If shareholders approve this sub-proposal, each Fund's current fundamental policy will be replaced by
the proposed fundamental policy and each Fund's prospectus will be updated to reflect the 1940 Act's current restrictions regarding
lending.

Currently, the Funds are not permitted to make loans, except that they can lend portfolio securities up to 33 1/3% of their total
assets, enter into repurchase agreements and invest in debt investments. If shareholders approve the proposed change in each Fund's policy,
the Directors do not anticipate that it will affect the management of the Funds. The Funds currently do not anticipate making loans, which
are subject to the risk that the borrower may fail to pay interest due under the terms of the loan or repay the principal amount loaned.

Although neither Fund currently anticipates engaging in securities lending even though permitted to do so, there are additional
risks in connection with securities lending. The Funds 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.

If this sub-proposal and the borrowing proposal described above in Sub-proposal 2.J. ("Borrowing") are approved by shareholders,
and the Funds were to seek and obtain the necessary regulatory relief, it would be possible for the Funds to lend to and borrow from other
Oppenheimer funds whose policies permit such activity and that have obtained the necessary regulatory relief as well. If all of the
pre-conditions noted in the preceding sentence were satisfied and the Directors were to determine that it was in either Fund's best
interest to lend to or borrow from other Oppenheimer funds, that Fund's prospectus would be updated to reflect such a practice.

M. Diversification.

Under the 1940 Act, a fund's policy regarding diversification may not be changed without shareholder approval. Currently, with
respect to 100% of their respective total assets, neither Fund can invest more than 5% of its total assets in the securities of any one
issuer, or more than 15% of its total assets in the obligations of any one bank. Additionally, neither Fund may purchase more than 10% of
the principal amount of the outstanding debt securities of an issuer, or 10% of the outstanding voting securities of an issuer. Neither
Fund's restriction applies to securities issued by the U.S. government or any of its agencies or instrumentalities. The Directors propose
that each Fund's policy with respect to diversification be amended to apply to 75% of their respective total assets only, and clarify that
the policy does not apply to securities of other investment companies.

Although the proposed change would not affect either Fund's status as a "diversified" fund, the proposed policy could subject an
investment in the Funds to greater risk as the Funds would be able to invest a greater percentage of their respective assets in the
securities of a single issuer. Nonetheless, approval of this sub-proposal is not expected to affect management of the Funds. In addition,
the proposed change would be consistent with the requirements of the 1940 Act and would promote the standardization of fundamental
investment policies among the funds in the OppenheimerFunds complex.

As amended, the policy on diversification for each Fund would remain a fundamental policy changeable by the vote of a majority of
the outstanding voting securities as defined in the 1940 Act. The Funds' current and proposed fundamental investment policies are set forth
below.

Current Fundamental Policy Proposed Fundamental Policy
-------------------------- ---------------------------
The Fund cannot invest more than 5% of its total assets The Fund cannot buy securities or other instruments
(taken at market value at the time of each investment) in issued or guaranteed by any one issuer if more than
the securities (other than securities of the U.S. 5% of its total assets would be invested in
government or its agencies) of any one issuer or invest securities or other instruments of that issuer or if
more than 15% of its total assets in the obligations of any it would then own more than 10% of that issuer's
one bank. This restriction applies to repurchase agreements voting securities. This limitation applies to 75%
with any one bank or dealer. Additionally, the Fund cannot of the Fund's total assets. The limit does not
purchase more than either 10% of the principal amount of apply to securities issued or guaranteed by the U.S.
the outstanding debt securities of an issuer, or 10% of the government or any of its agencies or
outstanding voting securities of an issuer. This instrumentalities or securities of other investment
restriction shall not apply to securities issued or companies.
guaranteed by the U.S. government or its agencies, bank
money market instruments or bank repurchase agreements.

The proposed policy also would permit the Funds to enter into a fund-of-funds arrangement as previously discussed above in clarify
that the policy 2.H. ("Investing in Other Investment Companies"), including the risks associated with a fund-of-funds arrangement.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS
THAT YOU APPROVE EACH SUB-PROPOSAL DESCRIBED ABOVE

INFORMATION ABOUT THE FUNDS

Fund Information. As of the close of business on July 1, 2002, Oppenheimer Disciplined Allocation Fund had ____________________ shares
outstanding, consisting of _______________________ Class A, ________________ Class B, _______________ Class C and __________________ Class
N, and Oppenheimer Value Fund had ____________________ shares outstanding, consisting of _______________________ Class A, ________________
Class B, _______________ Class C, __________________ Class N and _________________ Class Y shares. Each share of each Fund has voting
rights as stated in this Proxy Statement and is entitled to one vote for each share (and a fractional vote for a fractional share).

Beneficial Owners. Occasionally, the number of shares of each Fund held in "street name" accounts of various securities dealers for the
benefit of their clients as well as the number of shares held by other shareholders of record may exceed 5% of the total shares
outstanding. As of July 1, 2002, the only persons who owned of record or were known by the Funds to own beneficially 5% or more of any
class of each Fund's outstanding shares were:

The Manager, the Distributor and the Transfer Agent. Subject to the authority of the Board of Directors, the Manager is responsible for the
day-to-day management of each Fund's business pursuant to its investment advisory agreement with the Funds. The Distributor, a wholly
owned subsidiary of the Manager, is the general distributor of the Funds' shares. OppenheimerFunds Services, a division of the Manager,
located at 6803 South Tucson Way, Englewood, CO 80112, serves as the transfer and shareholder servicing agent (the "Transfer Agent") for
the Funds, for which it was paid $296,066 by Oppenheimer Disciplined Allocation Fund and $631,640 by Oppenheimer Value Fund during their
fiscal years ended October 31, 2001.

The Manager (including affiliates and subsidiaries) managed assets of more than $130 billion at March 31, 2002, including more than 65
funds having more than 6.3 million shareholder accounts. The Manager is a wholly owned subsidiary of Oppenheimer Acquisition Corp. ("OAC"),
a holding company controlled by Massachusetts Mutual Life Insurance Company ("MassMutual"). The Manager, the Distributor and OAC are
located at 498 Seventh Avenue, New York, New York 10018. MassMutual is located at 1295 State Street, Springfield, Massachusetts 01111. OAC
acquired the Manager on October 22, 1990. As indicated below, the common stock of OAC is owned by (i) certain officers and/or directors of
the Manager, (ii) MassMutual and (iii) another investor. No institution or person holds 5% or more of OAC's outstanding common stock except
MassMutual. MassMutual has engaged in the life insurance business since 1851.

The common stock of OAC is divided into three classes. At December 31, 2001, MassMutual held (i) all of the 21,600,000 shares of Class A
voting stock, (ii) 12,642,025 shares of Class B voting stock, and (iii) 21,178,801 shares of Class C non-voting stock. This collectively
represented 95.35% of the outstanding common stock and 96.46% of the voting power of OAC as of that date. Certain officers and/or directors
of the Manager held (i) 884,810 shares of the Class B voting stock, representing 1.52% of the outstanding common stock and 2.49% of the
voting power, (ii) 537,090 shares of Class C non-voting stock, and (iii) options acquired without cash payment which, when they become
exercisable, allow the holders to purchase up to 8,395,700 shares of Class C non-voting stock. That group includes persons who serve as
officers of the Funds and John V. Murphy, who serves as a Director of both Funds.

Holders of OAC Class B and Class C common stock may sell their shares and vested options to OAC or MassMutual at a formula price (based on,
among other things, the revenue, income, working capital, and excess cash of the Manager). MassMutual may exercise purchase options on all
outstanding shares of both such classes of common stock and vested options at the same formula price. There were no transactions by a
person who serves as a Director of both Funds during the period June 30, 2000 to December 31, 2001.

The names and principal occupations of the executive officers and directors of the Manager are as follows: John Murphy, Chairman,
President, Chief Executive Officer and a director; Jeremy Griffiths, Executive Vice President, Chief Financial Officer and a director; O.
Leonard Darling, Vice Chairman, Executive Vice President, Chief Investment Officer and a director; George Batejan, Executive Vice President
and Chief Information Officer; Robert G. Zack, Senior Vice President and General Counsel; Craig Dinsell, James Ruff and Andrew Ruotolo,
Executive Vice Presidents; Brian W. Wixted, Senior Vice President and Treasurer; and Charles Albers, Victor Babin, Bruce Bartlett, Robert
A. Densen, Ronald H. Fielding, P. Lyman Foster, Robert B. Grill, Robert Guy, Steve Ilnitzki, Lynn Oberist Keeshan, Thomas W. Keffer, Avram
Kornberg, Chris Leavy, Angelo Manioudakis, Andrew J. Mika, David Negri, David Robertson, Richard Rubinstein, Arthur Steinmetz, John Stoma,
Jerry A. Webman, William L. Wilby, Donna Winn, Kenneth Winston, Carol Wolf, Kurt Wolfgruber and Arthur J. Zimmer, Senior Vice Presidents.
These officers are located at one of the three offices of the Manager: 498 Seventh Avenue, New York, NY 10018; 6803 South Tucson Way,
Englewood, CO 80112; and 350 Linden Oaks, Rochester, NY 14625-2807.

Custodian. The Bank of New York, One Wall Street, New York, New York 10015, acts as custodian of each Fund's securities and other assets.

Reports to Shareholders and Financial Statements. The respective Annual Reports to Shareholders of the Funds, including financial
statements of each Fund for its fiscal year ended October 31, 2001, have previously been sent to shareholders. The Semi-Annual Report to
Shareholders of each Fund as of April 30, 2002 also has previously been sent to shareholders. Upon request, shareholders may obtain
without charge a copy of the Annual and Semi-Annual Reports by writing either Fund at the address above, or calling the Funds at
1.800.708.7780 or visiting the Manager's website at www.oppenheimerfunds.com. The Funds' transfer agent will provide a copy of the reports
promptly upon request.

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

If you want to receive multiple copies of these materials or request householding in the future, you may call the Transfer Agent at
1.800.708.7780. You may also notify the Transfer Agent in writing. Individual copies of prospectuses and reports will be sent to you
within 30 days after the Transfer Agent receives your request to stop householding.

FURTHER INFORMATION ABOUT VOTING AND THE MEETING

Solicitation of Proxies. The cost of preparing, printing and mailing the proxy ballot, notice of meeting, and this Proxy Statement will be
paid proportionately by each Fund. All other costs incurred with the solicitation of proxies, including any additional solicitation by
letter, telephone or otherwise, will be paid by the Fund incurring the additional expense. In addition to solicitations by mail, officers
of the Funds or officers and employees of the Transfer Agent, without extra compensation, may conduct additional solicitations personally
or by telephone.

Proxies also may be solicited by a proxy solicitation firm hired at each Fund's expense to assist in the solicitation of proxies.
Currently, if either Fund determines to retain the services of a proxy solicitation firm, the Funds anticipate retaining Alamo Direct Mail
Services, Inc. Any proxy solicitation firm engaged by the Funds, among other things, will be: (i) required to maintain the confidentiality
of all shareholder information; (ii) prohibited from selling or otherwise disclosing to any third party shareholder information; and (iii)
required to comply with applicable state telemarketing laws.

If either Fund does engage a proxy solicitation firm, as the Meeting date approaches, certain shareholders of the Funds may receive
telephone calls from a representative of the solicitation firm if their vote has not yet been received. Authorization to permit the
solicitation firm to execute proxies may be obtained by telephonic instructions from shareholders of the Funds. Proxies that are obtained
telephonically will be recorded in accordance with the procedures set forth below. These procedures have been designed to reasonably
ensure that the identity of the shareholder providing voting instructions is accurately determined and that the voting instructions of the
shareholder are accurately recorded.

In all cases where a telephonic proxy is solicited, the solicitation firm representative is required to ask for each shareholder's full
name, address, the last four digits of the shareholder's social security or employer identification number, title (if the shareholder is
authorized to act on behalf of an entity, such as a corporation) and to confirm that the shareholder has received the Proxy Statement and
ballot in the mail. If the information solicited agrees with the information provided to the solicitation firm, the solicitation firm
representative has the responsibility to explain the process, read the proposals listed on the proxy ballot, and ask for the shareholder's
instructions on such proposals. The solicitation firm representative, although he or she is permitted to answer questions about the
process, is not permitted to recommend to the shareholder how to vote. The solicitation firm representative may read any recommendation
set forth in the Proxy Statement. The solicitation firm representative will record the shareholder's instructions. Within 72 hours, the
shareholder will be sent a confirmation of his or her vote asking the shareholder to call the solicitation firm immediately if his or her
instructions are not correctly reflected in the confirmation.

It is anticipated the cost of engaging a proxy solicitation firm would not exceed $15,000 for either Fund plus the additional out-of-pocket
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costs, that may be substantial, incurred in connection with contacting those shareholders that have not voted. Brokers, banks and other
fiduciaries may be required to forward soliciting material to their principals and to obtain authorization for the execution of proxies.
For those services, they will be reimbursed by the Funds for their expenses.

If the shareholder wishes to participate in the Meeting, but does not wish to give his or her proxy telephonically, the shareholder may
still submit the proxy ballot originally sent with the Proxy Statement in the postage paid envelope provided or attend in person if a
record owner. Should shareholders require additional information regarding the proxy ballot or a replacement proxy ballot, they may
contact us toll-free at 1.800.708.7780. Any proxy given by a shareholder, whether in writing or by telephone, is revocable as described
below under the paragraph entitled "Revoking a Proxy."

Please take a few moments to complete your proxy ballot promptly. You may provide your completed proxy ballot via facsimile,
telephonically or by mailing the proxy ballot in the postage paid envelope provided. You also may cast your vote by attending the Meeting
in person if you are a record owner.

Telephone Voting. The Funds have arranged to have votes recorded by telephone. Shareholders must enter a unique control number found on
their respective proxy ballots before providing voting instructions by telephone. After a shareholder provides his or her voting
instructions, those instructions are read back to the shareholder and the shareholder must confirm his or her voting instructions before
disconnecting the telephone call. The voting procedures used in connection with telephone voting are designed to reasonably authenticate
the identity of shareholders, to permit shareholders to authorize the voting of their shares in accordance with their instructions and to
confirm that their instructions have been properly recorded.

Voting By Broker-Dealers. Shares owned of record by a broker-dealer for the benefit of its customers ("street account shares") will be
voted by the broker-dealer based on instructions received from its customers. If no instructions are received, the broker-dealer may (if
permitted by applicable stock exchange rules) vote, as record holder of such shares, for the election of Directors and on the Proposals in
the same proportion as that broker-dealer votes street account shares for which it has received voting instructions in time to be voted.
Beneficial owners of street account shares cannot vote in person at the meeting. Only record owners may vote in person at the meeting.

A "broker non-vote" is deemed to exist when a proxy received from a broker indicates that the broker does not have discretionary authority
to vote the shares on that matter. Abstentions and broker non-votes will have the same effect as a vote against the proposal.

Voting by the Trustee for OppenheimerFunds-Sponsored Retirement Plans. Shares held in OppenheimerFunds-sponsored retirement accounts for
which votes are not received as of the last business day before the Meeting Date, will be voted by the trustee for such accounts in the
same proportion as Shares for which voting instructions from each Fund's other shareholders have been timely received.

Quorum. A majority of the shares outstanding and entitled to vote, present in person or represented by proxy, constitutes a quorum at the
Meeting. Shares over which broker-dealers have discretionary voting power, shares that represent broker non-votes and shares whose proxies
reflect an abstention on any item are all counted as shares present and entitled to vote for purposes of determining whether the required
quorum of shares exists.

Required Vote. Persons nominated as Directors must receive a plurality of the votes cast, which means that the eleven (11) nominees
receiving the highest number of affirmative votes cast at the Meeting will be elected as long as the votes FOR a nominee exceed the votes
AGAINST that nominee. Shareholders of both Funds vote together regarding the election of Directors. Shareholders of each Fund vote
separately with respect to each sub-proposal under Proposal 2.

Approval of each of the sub-proposals under Proposal 2 requires the affirmative vote of a "majority of the outstanding voting securities"
(as defined in the 1940 Act) of each Fund voting in the aggregate and not by class. As defined in the 1940 Act, the vote of a majority of
the outstanding shares means the vote of (1) 67% or more of each Fund's outstanding shares present at a meeting, if the holders of more
than 50% of the outstanding shares of each Fund are present or represented by proxy; or (2) more than 50% of each Fund's outstanding
shares, whichever is less.

How are votes counted? The individuals named as proxies on the proxy ballots (or their substitutes) will vote according to your directions
if your proxy ballot is received and properly executed, or in accordance with the instructions you provide if you vote by telephone. You
may direct the proxy holders to vote your shares on a proposal by checking the appropriate box "FOR" or "AGAINST," or instruct them not to
vote those shares on the proposal by checking the "ABSTAIN" box. Alternatively, you may simply sign, date and return your proxy ballot
with no specific instructions as to the proposals. If you properly execute and return a proxy ballot but fail to indicate how the votes
should be cast, the proxy ballot will be voted in favor of the election of each of the nominees named in this Proxy Statement for Director
and in favor of each Proposal.

Shares of each Fund may be held by certain institutional investors for the benefit of their clients. If the institutional investor does not
timely receive voting instructions from its clients with respect to such Shares, the institutional investor may be authorized to vote such
Shares, as well as Shares the institutional investor itself owns, in the same proportion as Shares for which voting instructions from
clients are timely received.

Revoking a Proxy. You may revoke a previously granted proxy at any time before it is exercised by (1) delivering a written notice to the
Fund expressly revoking your proxy, (2) signing and forwarding to the relevant Fund a later-dated proxy, or (3) attending the Meeting and
casting your votes in person if you are a record owner. Granted proxies typically will be voted at the final meeting, but may be voted at
an adjourned meeting if appropriate. Please be advised that the deadline for revoking your proxy by telephone is 3:00 p.m. (ET) on the
last business day before the Meeting.

Shareholder Proposals. The Company is not required and does not intend to hold shareholder meetings on a regular basis. Special meetings of
shareholders may be called from time to time by either the Company or the shareholders (for certain matters and under special conditions
described in the Statement of Additional Information). Under the proxy rules of the SEC, shareholder proposals that meet certain conditions
may be included in a fund's proxy statement for a particular meeting. Those rules currently require that for future meetings, the
shareholder must be a record or beneficial owner of Fund shares either (i) with a value of at least $2,000 or (ii) in an amount
representing at least 1% of each Fund's securities to be voted, at the time the proposal is submitted and for one year prior thereto, and
must continue to own such shares through the date on which the meeting is held. Another requirement relates to the timely receipt by the
Company of any such proposal. Under those rules, a proposal must have been submitted a reasonable time before the Company began to print
and mail this Proxy Statement in order to be included in this Proxy Statement. A proposal submitted for inclusion in the Company's proxy
material for the next special meeting after the meeting to which this Proxy Statement relates must be received by the Company a reasonable
time before the Company begins to print and mail the proxy materials for that meeting. Notice of shareholder proposals to be presented at
the Meeting must have been received within a reasonable time before the Company began to mail this Proxy Statement. The fact that the
Company receives a proposal from a qualified shareholder in a timely manner does not ensure its inclusion in the proxy material because
there are other requirements under the proxy rules for such inclusion.

OTHER MATTERS

The Directors do not intend to bring any matters before the Meeting other than Proposals 1 and 2 and the Directors and the Manager
are not aware of any other matters to be brought before the Meeting by others. Because matters not known at the time of the solicitation
may come before the Meeting, the proxy as solicited confers discretionary authority with respect to such matters as properly come before
the Meeting, including any adjournment or adjournments thereof, and it is the intention of the persons named as attorneys-in-fact in the
proxy (or their substitutes) to vote the proxy in accordance with their judgment on such matters.

In the event a quorum is not present or sufficient votes in favor of one or more Proposals set forth in the Notice of Meeting of
Shareholders are not received by the date of the Meeting, the persons named in the enclosed proxy (or their substitutes) may propose and
approve one or more adjournments of the Meeting to permit further solicitation of proxies. All such adjournments will require the
affirmative vote of a majority of the shares present in person or by proxy at the session of the Meeting to be adjourned. The persons named
as proxies on the proxy ballots (or their substitutes) will vote the Shares present in person or by proxy (including broker non-votes and
abstentions) in favor of such an adjournment if they determine additional solicitation is warranted and in the interests of shareholders. A
vote may be taken on one or more of the proposals in this proxy statement prior to any such adjournment if a quorum is present, sufficient
votes for its approval have been received and it is otherwise appropriate.

By Order of the Board of Directors,

Robert G. Zack, Secretary
August 6, 2002

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1 The address of each nominee is 6803 S. Tucson Way, Englewood, CO 80112-3924.
2 If elected, each Director will serve for an indefinite term, until his or her resignation, death or removal.
3 The address of Mr. Murphy is 498 Seventh Avenue, New York, NY 10018.
4 If elected, Mr. Murphy will serve for an indefinite term, until his or her resignation, death or removal.
5 The address of each Officer is 498 Seventh Avenue, New York, NY 10018 except for Mr. Wixted and Ms. Ives, whose address is 6803 S. Tucson
Way, Englewood, CO 80112-3924.
6 Each Officer serves for an annual term or until his or her resignation, death or removal.