Oppenheimer Value Fund

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, CyKZTLL16077vdBmbSW6Ie0AKJS/yuEyn78ci/fGyygcAiHhFygqS9DXg2Ew3vDb 9ulPyFJJInNjVBQD9uRNZg== 0000728889-03-000329.txt : 20030606 0000728889-03-000329.hdr.sgml : 20030606 20030606112536 ACCESSION NUMBER: 0000728889-03-000329 CONFORMED SUBMISSION TYPE: N-14 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20030606 FILER: COMPANY DATA: COMPANY CONFORMED NAME: OPPENHEIMER SERIES FUND INC CENTRAL INDEX KEY: 0000356865 IRS NUMBER: 061207374 STATE OF INCORPORATION: MD FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: N-14 SEC ACT: 1933 Act SEC FILE NUMBER: 333-105897 FILM NUMBER: 03735271 BUSINESS ADDRESS: STREET 1: 6803 SOUTH TUCSON WAY STREET 2: N/A CITY: CENTENNIAL STATE: CO ZIP: 80112-3924 BUSINESS PHONE: 303-768-3200 MAIL ADDRESS: STREET 1: 6803 SOUTH TUCSON WAY STREET 2: N/A CITY: CENTENNIAL STATE: CO ZIP: 80112-3924 FORMER COMPANY: FORMER CONFORMED NAME: CONNECTICUT MUTUAL INVESTMENT ACCOUNTS INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: CONNECTICUT MUTUAL LIQUID ACCOUNT INC DATE OF NAME CHANGE: 19851106 N-14 1 n14filing.htm N-14 FILLING Oppenheimer Value Fund

As filed with the Securities and Exchange Commission on June 6, 2003

Registration No. 2-75276

U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM N-14

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 / X /

PRE-EFFECTIVE AMENDMENT NO.___ / /

POST-EFFECTIVE AMENDMENT NO.__ / /

OPPENHEIMER SERIES FUND, INC.
(Exact Name of Registrant as Specified in Charter)

6803 South Tucson Way, Centennial, Colorado 80112
(Address of Principal Executive Offices)

303-768-3200
(Registrant's Telephone Number)

Robert G. Zack, Esq.
Senior Vice President & General Counsel
OppenheimerFunds, Inc.
498 Seventh Avenue, New York, New York 10148
(212) 323-0250
(Name and Address of Agent for Service)

As soon as practicable after the Registration Statement becomes effective.
(Approximate Date of Proposed Public Offering)

Title of Securities Being Registered: Class A, Class B, Class C, Class N and
Class Y shares of Oppenheimer Series Fund, Inc.

It is proposed that this filing will become effective on July 6, 2003 pursuant
to Rule 488.

No filing fee is due because of reliance on Section 24(f) of the Investment
Company Act of 1940.

CONTENTS OF REGISTRATION STATEMENT

This Registration Statement contains the following pages and documents:

Front Cover
Contents Page
Cross-Reference Sheet

Part A

Proxy Statement for Oppenheimer Trinity Value Fund and Prospectus for
Oppenheimer Value Fund

Part B

Statement of Additional Information

Part C

Other Information
Signatures
Exhibits

FORM N-14
OPPENHEIMER VALUEFUND
CROSS REFERENCE SHEET

Part A of Form N-14

Item No. Proxy Statement and Prospectus Heading and/or Title of Document
- -------- ---------------------------------------------------------------
1. (a) Cross Reference Sheet.
(b) Front Cover Page.
2. (a) *
(b) Table of Contents.
3. (a) Synopsis.
(b) Comparative Fee Tables.
(c) Principal Risk Factors.
4. (a) Synopsis; Approval or Disapproval of the Reorganization of
Oppenheimer Trinity Value Fund into Oppenheimer Value Fund.
5. (a) Method of Carrying Out the Reorganization; Additional Information.
(b) Approval or Disapproval of the Reorganization - Capitalization Table.
(c) Statement of Additional Information of Oppenheimer Value Fund (see Part
B); Annual Report of Oppenheimer Value Fund (see Part B);
Semi-Annual Report of Oppenheimer Value Fund (see Part B).
6. Synopsis; Comparison Between Oppenheimer Trinity Value Fund and
Oppenheimer Value Fund.
7. *
8. (a) *
(b) *
9. *

Part B of Form N-14

Item No. Statement of Additional Information Heading and/or Title of Document
- -------- --------------------------------------------------------------------
10. Cover Page.
11. Table of Contents.
12. (a) Statement of Additional Information of Oppenheimer Value Fund.
(b) *
13. (a) Statement of Additional Information of Oppenheimer Trinity Value
Fund.
(b) *
14. Annual Report of Oppenheimer Value Fund at August 31, 2002;
Semi-Annual Report of Oppenheimer Value Fund at February 28, 2003;
Annual Report of Oppenheimer Trinity Value Fund at July 31, 2002;
Semi-Annual Report of Oppenheimer Trinity Value Fund at January 31,
2003.

Part C of Form N-14

Item No. Other Information Heading
- -------- -------------------------
15. Indemnification.
16. Exhibits.
17. Undertakings.

- ---------------
* Not Applicable or negative answer 211
Form N-14

John V. Murphy
- --------------
President &
OppenheimerFunds Logo
Chief Executive Officer 498 Seventh
Avenue, 10th Floor
New York,
NY 10018
800.225.5677

www.oppenheimerfunds.com

August 4, 2003

Dear Oppenheimer Trinity Value Fund Shareholder,

One of the things we are proud of at OppenheimerFunds, Inc.
is our commitment to our Fund shareholders. I am writing to
you today to let you know about a positive change that has
been proposed for Oppenheimer Trinity Value Fund.

After careful consideration, the Board of Trustees has
determined that it would be in the best interest of
shareholders of Oppenheimer Trinity Value Fund ("Trinity
Value Fund") to reorganize into another Oppenheimer fund,
Oppenheimer Value Fund ("Value Fund"). A shareholder meeting
has been scheduled in October, and all Trinity Value Fund
shareholders of record as of June 18th are being asked to
vote either in person or by proxy, on the proposed
reorganization. You will find a notice of the meeting, a
ballot card, a proxy statement detailing the proposal, a
Value Fund prospectus and a postage-paid return envelope
enclosed for your use.

Why does the Board of Trustees recommend this change?
- -----------------------------------------------------

The proposal would reorganize the Trinity Value Fund into the
larger Value Fund which has a comparable investment objective
and lower expenses. Trinity Value Fund and Value Fund have
similar investment objectives. Trinity Value Fund's
investment objective is to seek long-term Value of capital.
Value Fund's investment objective is to seek a high total
return. In seeking their investment objectives, Trinity Value
Fund and Value Fund utilize a similar investing strategy.
Trinity Value Fund invests in common stocks that are included
in the S&P 500. Value Fund currently invests mainly in common
stocks of U.S. companies of different capitalization ranges,
presently focusing on large-capitalization issuers. Both
funds are managed with a quantitative investment process.
Both Funds invest in a similar universe of companies,
although Value has a larger potential investment universe.

Among other factors, the Trinity Value Fund Board considered
that the expense ratio of Value Fund has been lower than the
expense ratio of Trinity Value Fund. Although past
performance is not predictive of future results, shareholders
of Trinity Value Fund would have an opportunity to become
shareholders of a fund with a better long-term performance
history.

How do you vote?

No matter how large or small your investment, your vote is
important, so please review the proxy statement carefully.
To cast your vote, simply mark, sign and date the enclosed
proxy ballot and return it in the postage-paid envelope
today. Remember, it can be costly for the Fund--and
ultimately for you as a shareholder--to remail ballots if not
enough responses are received to conduct the meeting.

If you have any questions about the proposal, please feel
free to contact your financial advisor or call us at
1.800.225.5677. As always, we appreciate your confidence in
OppenheimerFunds and look forward to serving you for many
years to come.

Sincerely,

John V. Murphy

Enclosures

OPPENHEIMER TRINITY VALUE FUND
498 Seventh Avenue, 10th Floor, New York, New York 10018
1-800-525-7048

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON SEPTEMBER 12, 2003

To the Shareholders of Oppenheimer Trinity Value Fund:

Notice is hereby given that a Special Meeting of the Shareholders of
Oppenheimer Trinity Value Fund ("Trinity Value Fund"), a registered
investment management company, will be held at 6803 South Tucson Way,
Centennial, CO 80112 at 1:00 P.M., Mountain time, on September 12,
2003, or any adjournments thereof (the "Meeting"), for the following
purposes:

1. To approve an Agreement and Plan of Reorganization between
Oppenheimer Trinity Value Fund ("Trinity Value Fund") and Oppenheimer
Value Fund ("Value Fund"), and the transactions contemplated thereby,
including (a) the transfer of all the assets of Trinity Value Fund to
Value Fund in exchange for Class A, Class B, Class C, Class N and Class
Y shares of Value Fund, (b) the distribution of these shares of Value
Fund to the corresponding Class A, Class B, Class C, Class N and Class
Y shareholders of Trinity Value Fund in complete liquidation of Trinity
Value Fund and (c) the cancellation of the outstanding shares of
Trinity Value Fund (all of the foregoing being referred to as the
"Proposal").

2. To act upon such other matters as may properly come before the
Meeting.

Shareholders of record at the close of business on July 9, 2003 are
entitled to notice of, and to vote at, the Meeting. The Proposal is
more fully discussed in the Prospectus and Proxy Statement. Please
read it carefully before telling us, through your proxy or in person,
how you wish your shares to be voted. The Board of Trustees of Trinity
Value Fund recommends a vote in favor of the Proposal. WE URGE YOU TO
SIGN, DATE AND MAIL THE ENCLOSED PROXY PROMPTLY.

By Order of the Board of Trustees,
Robert G. Zack, Secretary
July 5, 2003
[341]

Shareholders who do not expect to attend the Meeting are requested to
indicate voting instructions on the enclosed proxy and to date, sign and
return it in the accompanying postage-paid envelope. To avoid unnecessary
duplicate mailings, we ask your cooperation in promptly mailing your proxy
no matter how large or small your holdings may be.

As with all mutual funds, the Securities and Exchange Commission has not
approved or disapproved these securities or passed upon the adequacy of
this Prospectus and Proxy Statement. Any representation to the contrary is
a criminal offense.

Proxy Card

Oppenheimer Trinity Value Fund

Proxy For a Special Shareholders Meeting of shareholders To Be Held on
September 12, 2003

The undersigned, revoking prior proxies, hereby appoints Brian Wixted,
Philip Vottiero, Kate Ives and Philip Masterson, 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
Trinity Value Fund (the "Fund") to be held at 6803 South Tucson Way,
Centennial, Colorado, 80112, on September 12, 2003, 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 Fund's Board of Trustees, and
the proposal (set forth on the reverse side of this proxy card) has
been proposed by the Board of Trustees. 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

The Proposal:

To approve an Agreement and Plan of Reorganization between Oppenheimer
Value Fund ("Value Fund"), and Oppenheimer Trinity Value Fund ("Trinity
Value Fund") and the transactions contemplated thereby, including: (a)
the transfer of substantially all the assets of Trinity Value Fund to
Value Fund in exchange for Class A, Class B, Class C, Class N and Class
Y shares of Value Fund, (b) the distribution of such shares of Value
Fund to the corresponding Class A, Class B, Class C, Class N and Class
Y shareholders of Trinity Value Fund in complete liquidation of Trinity
Value Fund, and (c) the cancellation of the outstanding shares of
Trinity Value Fund.

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

FOR [___] AGAINST [___] ABSTAIN [___]

Telephone Voting Instructions

1.800.597.7836

Vote your OppenheimerFunds proxy over the phone
Voting your proxy is important.
And now OppenheimerFunds has
made it easy. Vote at your
convenience, 24 hours a day, and
save postage costs, ultimately
reducing fund expenses. Read
your Proxy Card carefully. To
exercise your proxy, just follow
these simple steps:

1. Call the toll free number: 1.800.597.7836.

2. Enter the 14-digit Control Number, located on your
Proxy Card.

3. Follow the voice instructions.

If vote by phone, please do not mail your Proxy Card.

498 Seventh Avenue, 10th Floor, New York, New York
10018
1-800-525-7048

COMBINED PROSPECTUS AND PROXY STATEMENT
DATED JULY 5, 2003

Acquisition of the Assets of OPPENHEIMER TRINITY VALUE FUND

By and in exchange for Class A, Class B, Class C, Class N
and Class Y shares of
OPPENHEIMER VALUE FUND

This combined Prospectus and Proxy Statement solicits
proxies from the shareholders of Oppenheimer Trinity Value
Fund ("Trinity Value Fund") to be voted at a Special
Meeting of Shareholders (the "Meeting") to approve the
Agreement and Plan of Reorganization (the "Reorganization
Agreement") and the transactions contemplated thereby (the
"Reorganization") between Trinity Value Fund and
Oppenheimer Value Fund ("Value Fund"). This combined
Prospectus and Proxy Statement constitutes the Prospectus
of Value Fund and the Proxy Statement of Trinity Value Fund
filed on Form N-14 with the Securities and Exchange
Commission ("SEC"). If shareholders vote to approve the
Reorganization Agreement and the Reorganization, the net
assets of Trinity Value Fund will be acquired by and in
exchange for shares of Value Fund. The Meeting will be
held at the offices of OppenheimerFunds, Inc. at 6803 South
Tucson Way, Centennial, CO 80112 on September 12, 2003 at
1:00 P.M. Mountain time. The Board of Trustees of Trinity
Value Fund is soliciting these proxies on behalf of Trinity
Value Fund. This Prospectus and Proxy Statement will first
be sent to shareholders on or about August 4, 2003.

If the shareholders vote to approve the
Reorganization Agreement, you will receive Class A shares
of Value Fund equal in value to the value as of the
Valuation Date of your Class A shares of Trinity Value
Fund; Class B shares of Value Fund equal in value to the
value as of the Valuation Date of your Class B shares of
Trinity Value Fund; Class C shares of Value Fund equal in
value to the value as of the Valuation Date of your Class C
shares of Trinity Value Fund; Class N shares of Value Fund
equal in value to the value as of the Valuation Date (as
such term is defined in the Agreement and Plan of
Reorganization attached hereto as Exhibit A) of your Class
N shares of Trinity Value Fund; and Class Y shares of Value
Fund equal in value to the value as of the Valuation Date
of your Class Y shares of Trinity Value Fund. Trinity
Value Fund will then be liquidated and de-registered under
the Investment Company Act of 1940 (the "Investment Company
Act"). Value Fund will retain its name following the
Reorganization.

Value Fund's investment objective seeks long-term
growth of capital by investing primarily in common stocks
with low price-earnings ratios and better-than-anticipated
earnings. Realization of current income is a secondary
consideration. The Fund may invest mainly in common stocks
of different capitalization ranges. The Fund also can buy
other investments, including preferred stocks, rights and
warrants and convertible debt securities; and securities of
U.S. and foreign companies, although there are limits on
the Fund's investments in foreign securities.

This Prospectus and Proxy Statement gives information
about Class A, Class B, Class C, Class N and Class Y shares
of Value Fund that you should know before investing. You
should retain it for future reference. A Statement of
Additional Information relating to the Reorganization
described in this Prospectus and Proxy Statement, dated
July 5, 2003, (the "Proxy Statement of Additional
Information") has been filed with the Securities and
Exchange Commission ("SEC") as part of the Registration
Statement on Form N-14 (the "Registration Statement") and
is incorporated herein by reference. You may receive a
copy by written request to the Transfer Agent or by calling
toll-free as detailed above. The Proxy Statement of
Additional Information includes the following documents:
(i) Annual Report as of October 31, 2002 of Value Fund;
(ii) Annual Report and Semi-Annual Reports, as of July 31,
2002 and January 31, 2003, respectively, of Trinity Value
Fund; (iii) the Value Fund Statement of Additional
Information; and (iv) Trinity Value Fund Statement of
Additional Information.

The Prospectus of Value Fund dated December 23, 2002
is attached to and considered a part of this Prospectus and
Proxy Statement and is intended to provide you with
information about Value Fund.

The following documents have been filed with the SEC
and are available without charge upon written request to
OppenheimerFunds Services (the "Transfer Agent") or by
calling the toll-free number shown above: (i) a Prospectus
for Trinity Value Fund, dated September 24, 2002, as
supplemented November 1, 2002 and January 17, 2003; (ii) a
Statement of Additional Information for Trinity Value Fund,
dated September 24, 2002, as revised October 15, 2002, and
as supplemented January 2, 2003 and March 31, 2003; and
(iii) a Statement of Additional Information for Value Fund,
dated December 23, 2002, as revised January 15, 2003 and as
supplemented February 19, 2003 and March 31, 2003.

Mutual fund shares are not deposits or obligations of any
bank, and are not insured or guaranteed by the Federal
Deposit Insurance Corporation or any other U.S. government
agency. Mutual fund shares involve investment risks
including the possible loss of principal.

As with all mutual funds, the Securities and Exchange
Commission has not approved or disapproved these securities
or passed upon the adequacy of this Prospectus and Proxy
Statement. Any representation to the contrary is a
criminal offense.

This Prospectus and Proxy Statement is dated July 5, 2003.

TABLE OF CONTENTS
COMBINED PROSPECTUS AND PROXY STATEMENT

Page
- ----
Synopsis
What am I being asked to vote on?
.......................................................... 6
What are the general tax consequences of the
Reorganization?........................ 7
Comparisons of Some Important Features
How do the investment objectives and policies of the
Funds compare?............... 7
Who manages the Funds?..................................................................... 8
What are the fees and expenses of each Fund and those
expected after the
Reorganization?............................................................................. 8
Where can I find more financial information about the
Funds?......................... 13
How have the Funds performed?.............................................................
14
What are other Key Features of the Funds?
.................................................. 19
Investment Management and Fees
....................................................19
Transfer Agency and Custody Services
..............................................20
Distribution Services...................................................................20
Purchases, Redemptions, Exchanges and other
Shareholder Services.......... 21
Dividends and Distributions
........................................................... 21
What are the Principal Risks of an Investment in
Value Fund?........... 21
Reasons for the Reorganization
Information about the Reorganization
How will the Reorganization be carried out?
................................................. 23
Who will pay the Expenses of the Reorganization?
......................................... 24
What are the Tax Consequences of the Reorganization?
................................... 24
What should I know about Class A, Class B, Class C,
Class N and Class Y shares of Value Fund?
.................................................................. 25
What are the capitalizations of the Funds and what
might the capitalizations be after the
Reorganization?.............................................................................. 25
Comparison of Investment Objectives and Policies
Are there any significant differences between the
investment objectives and strategies of
the Funds?..................................................................................... 27
What are the main risks associated with investment in
the Funds?..................... 27
How do the investment policies of the Funds
compare?.................................. . 27
What are the fundamental investment restrictions of
the Funds?........................ 29
How do the Account Features and Shareholder Services
for the Funds Compare?.... 30
Investment Management
............................................................. 31
Distribution.............................................................................. 31
Purchases and Redemptions
........................................................... 32
Shareholder Services ..................................................................
33
Dividends and Distributions
.......................................................... 33
Voting Information
How many votes are necessary to approve the
Reorganization Agreement?........... 33
How do I ensure my vote is accurately recorded?
.......................................... 34
Can I revoke my proxy? .....................................................................
34
What other matters will be voted upon at the Meeting?
.................................. 34
Who is entitled to vote?
....................................................................... 34
What other solicitations will be made?
..................................................... 35
Are there any appraisal rights?
.............................................................. 35
Information about Value Fund
Information about Trinity Value Fund
Principal Shareholders
Exhibit A - Agreement and Plan of Reorganization by and
between Oppenheimer Trinity Value Fund, and Oppenheimer
Value Fund

Enclosures:
Prospectus of Oppenheimer Value Fund, dated December 23,
2002.
Annual Report of Oppenheimer Value Fund, dated October 31,
2002.

SYNOPSIS

This is only a summary and is qualified in its
entirety by the more detailed information contained in or
incorporated by reference in this Prospectus and Proxy
Statement and by the Reorganization Agreement which is
attached as Exhibit A. Shareholders should carefully
review this Prospectus and Proxy Statement and the
Reorganization Agreement in their entirety and, in
particular, the current Prospectus of Value Fund which
accompanies this Prospectus and Proxy Statement and is
incorporated herein by reference.

Shareholders of Trinity Value Fund holding
certificates representing their shares will not be required
to surrender their certificates in connection with the
reorganization. However, former Class A shareholders of
Trinity Value Fund whose shares are represented by
outstanding share certificates will not be allowed to
redeem or exchange class shares of Value Fund they receive
in the Reorganization until the certificates for the
exchanged Trinity Value Fund have been returned to the
Transfer Agent.

What am I being asked to vote on?

Your Fund's investment manager, OppenheimerFunds,
Inc. (the "Manager"), proposed to the Board of Trustees a
reorganization of your Fund, Trinity Value Fund, with and
into Oppenheimer Value Fund so that shareholders of Trinity
Value Fund may become shareholders of a substantially
larger fund advised by the same investment advisor with
generally historically comparable performance, and
investment objectives, policies, and strategies very
similar to those of their current Fund. In addition,
portfolio management of the surviving Value Fund will be
the same one that manages Trinity Value Fund. The Board
also considered the fact that the surviving fund has the
potential for lower overall operating expenses. In
addition, the Board considered that both Funds have Class
A, Class B, Class C, Class N and Class Y shares offered
under identical sales charge arrangements. The Board also
considered that the Reorganization would be a tax-free
reorganization, and there would be no sales charge imposed
in effecting the Reorganization. In addition, due to the
relatively moderate costs of the reorganization, the Boards
of both Funds concluded that neither Fund would experience
dilution as a result of the Reorganization.

A reorganization of Trinity Value Fund with and into
Value Fund is recommended by the Manager based on the fact
that both Funds have very similar investment policies,
practices and objectives.

At a meeting held on April 17, 2003, the Board of
Trustees of Trinity Value Fund approved a reorganization
transaction that will, if approved by shareholders, result
in the transfer of the net assets of Trinity Value Fund to
Value Fund, in exchange for an equal value of shares of
Value Fund. The shares of Value Fund will then be
distributed to Trinity Value Fund shareholders and Trinity
Value Fund will be liquidated. As a result of the
Reorganization, you will cease to be a shareholder of
Trinity Value Fund and will become a shareholder of Value
Fund. This exchange will occur on the Closing Date of the
Reorganization.

Approval of the Reorganization means you will receive
Class A shares of Value Fund equal in value to the value as
of the Valuation Date of your Class A shares of Trinity
Value Fund; Class B shares of Value Fund equal in value to
the value as of the Valuation Date of your Class B shares
of Trinity Value Fund; Class C shares of Value Fund equal
in value to the value as of the Valuation Date of your
Class C shares of Trinity Value Fund; Class N shares of
Value Fund equal in value to the value as of the Valuation
Date of your Class N shares of Trinity Value Fund; and
Class Y shares of Value Fund equal in value as of the
Valuation Date of your Class Y shares of Trinity Value
Fund. The shares you receive will be issued at net asset
value without a sales charge or the payment of a contingent
deferred sales charge ("CDSC") although if your shares of
Trinity Value Fund are subject to a CDSC, your Value Fund
shares will continue to be subject to the same CDSC
applicable to your shares.

For the reasons set forth in the "Reasons for the
Reorganization" section, the Board of Trinity Value Fund
has determined that the Reorganization is in the best
interests of the shareholders of Trinity Value Fund. The
Board concluded that no dilution in value would result to
shareholders of Trinity Value Fund as a result of the
Reorganization.

THE BOARD OF TRUSTEES RECOMMENDS THAT YOU VOTE
TO APPROVE THE AGREEMENT AND PLAN OF REORGANIZATION

What are the general tax consequences of the Reorganization?

It is expected that shareholders of Trinity Value
Fund who are U.S. citizens will not recognize any gain or
loss for federal income tax purposes, as a result of the
exchange of their shares for shares of Value Fund. You
should, however, consult your tax advisor regarding the
effect, if any, of the Reorganization in light of your
individual circumstances. You should also consult your tax
advisor about state and local tax consequences. For further
information about the tax consequences of the
Reorganization, please see the "Information About the
Reorganization--What are the Tax Consequences of the
Reorganization?"

COMPARISONS OF SOME IMPORTANT FEATURES

How do the investment objectives and policies of the Funds
compare?

Trinity Value Fund and Value Fund have the same
investment objective--to seek long-term growth of capital.
In seeking their investment objectives, Trinity Value Fund
and Value Fund utilize a similar investing strategy.
Trinity Value Fund invests in common stocks that are
included in the S&P 500/Barra Value Index, a subset of
stocks included in the S&P Index. Value Fund currently
invests primarily in common stocks with low price-earnings
ratios and better-than-anticipated earnings. However, in
practice, the Oppenheimer Value Fund's investments are
typically selected among stocks in the S&P 500/Barra Value
Index. Trinity Value Fund is managed with a quantitative
investment process; Oppenheimer Value Fund is managed with
a fundamental "bottom up" investment style.

Please refer to the Annual and Semi-Annual Reports of
both Funds for a complete listing of the investments for
each Fund.

Who Manages the Funds?

The day-to-day management of the business and affairs
of each Fund is the responsibility of the Manager. Trinity
Value Fund is an open-end diversified investment management
company with an unlimited number of authorized shares of
beneficial interest organized as a Massachusetts business
trust on May 6, 1999. It commenced operations on September
1, 1999. Trinity Value Fund is governed by a Board of
Trustees, which is responsible for protecting the interests
of shareholders under Massachusetts law. Trinity Value
Fund is located at 498 Seventh Avenue, New York, New York
10018.

Value Fund, a series of Oppenheimer Series Fund, Inc.
is an open-end, diversified investment management company
with an unlimited number of authorized shares of beneficial
interest organized as a Maryland Corporation on September
30, 1996. It commenced operations on September 16, 1985.
Value Fund is governed by a Board of Trustees, which is
responsible for protecting the interests of shareholders
under Massachusetts law. Value Fund is located at 498
Seventh Avenue, New York, New York 10018.

The Manager, located at 498 Seventh Avenue, New York,
New York 10018, acts as investment advisor to both Funds.
The members of the portfolio management team for Trinity
Value Fund, Blake Gall and Daniel Burke, are employees of
Trinity Investment Management Corporation, the fund's
Sub-Advisor. They have been the portfolio managers for the
Fund since the Fund's commencement of operations on
September 1, 1999.

The portfolio manager for Value Fund is Christopher
Leavy. Mr. Leavy is Senior Vice President since September
2000 of the Manager; an officer of 6 portfolios in the
OppenheimerFunds complex; prior to joining the Manager in
September 2000, he was a portfolio manager of Morgan
Stanley Dean Witter Investment Management from 1997 to
September 2000.

Additional information about the Funds and the
Manager is set forth below in "Comparison of Investment
Objectives and Policies."

What are the Fees and Expenses of each Fund and those
expected after the Reorganization?

Trinity Value Fund and Value Fund each pay a variety
of expenses directly for management of their assets,
administration and distribution of their shares and other
services. Those expenses are subtracted from each Fund's
assets to calculate the fund's net asset values per share.
Shareholders pay these expenses indirectly. Shareholders
pay other expenses directly, such as sales charges.

The following tables are provided to help you understand
and compare the fees and expenses of investing in shares of
Trinity Value Fund with the fees and expenses of investing
in shares of Value Fund. The pro forma expenses of the
surviving Value Fund show what the fees and expenses are
expected to be after giving effect to the Reorganization.
All amounts shown are a percentage of net assets of each
class of shares of the Funds.

FEE TABLE
For the 12 month period ended 3/31/03

- ------------------------------------------------------------------------------------
Pro Forma
Trinity Value Fund Value Fund Class A Surviving Value
Class A shares Shares Fund Class A shares
- ------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------

Shareholder Transaction Expenses (charges paid directly from a shareholder's
investment)

- ------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------
Maximum Sales
Charge (Load) on
purchases (as a 5.75% 5.75% 5.75%
% of offering
price)
- ------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------
Maximum Deferred
Sales Charge (Load)
(as a % of the
lower of the
original offering None1 None1 None1
price or redemption
proceeds)
- ------------------------------------------------------------------------------------

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

Annual Fund Operating Expenses (as a percentage of average daily net assets)

- ------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------
Management Fees 0.75% 0.625% 0.625%
- ------------------------------------------------------------------------------------
Distribution and/or
Service (12b-1) Fees 0.22% 0.24% 0.24%
- ------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------
Other Expenses4 0.90% 0.34% 0.34%
- ------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------
Total Fund
Operating Expenses 1.87% 1.21% 1.21%
- ------------------------------------------------------------------------------------

- ------------------------------------------------------------------------------------
Pro Forma
Trinity Value Fund Value Fund Class B Surviving Value
Class B shares Shares Fund Class B shares
- ------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------

Shareholder Transaction Expenses (charges paid directly from a shareholder's
investment)

- ------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------
Maximum Sales
Charge (Load) on None None None
purchases (as a
% of offering
price)
- ------------------------------------------------------------------------------------
Maximum Deferred
Sales Charge (Load) 5%2 5%2 5%2
(as a % of the
lower of the
original offering
price or redemption
proceeds)
- ------------------------------------------------------------------------------------

Annual Fund Operating Expenses (as a percentage of average daily net assets)

- ------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------
Management Fees 0.75% 0.625% 0.625%
- ------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------
Distribution and/or
Service (12b-1) Fees 1.00% 1.00% 1.00%
- ------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------
Other Expenses4 1.12% 0.45% 0.45%
- ------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------
Total Fund
Operating Expenses 2.87% 2.08% 2.08%
- ------------------------------------------------------------------------------------

- -----------------------------------------------------------------------------------
Pro Forma
Trinity Value Fund Value Fund Class C Surviving Value
Class C Shares Shares Fund
Class C Shares
- -----------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------

Shareholder Transaction Expenses (charges paid directly from a shareholder's
investment)

- -----------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------
Maximum Sales
Charge (Load) on None None None
purchases (as a %
of offering price)
- -----------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------
Maximum Deferred
Sales Charge (Load) 1%3 1%3 1%3
(as a % of the
lower of the
original offering
price or redemption
proceeds)
- -----------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------

Annual Fund Operating Expenses (as a percentage of average daily net assets)

- -----------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------
Management Fees 0.75% 0.625% 0.625%
- -----------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------
Distribution and/or
Service (12b-1) Fees 1.00% 1.00% 1.00%
- -----------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------
Other Expenses4 0.97% 0.42% 0.42%
- -----------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------
Total Fund
Operating Expenses 2.72% 2.05% 2.05%
- -----------------------------------------------------------------------------------

- -----------------------------------------------------------------------------------
Pro Forma
Trinity Value Fund Value Fund Class N Surviving Value
Class N shares Shares Fund Class N
shares
- -----------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------

Shareholder Transaction Expenses (charges paid directly from a shareholder's
investment)

- -----------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------
Maximum Sales
Charge (Load) on None None None
purchases (as a
% of offering
price)
- -----------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------
Maximum Deferred
Sales Charge (Load) 1%5 1%5 1%5
(as a % of the
lower of the
original offering
price or redemption
proceeds)
- -----------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------

Annual Fund Operating Expenses (as a percentage of average daily net assets)

- -----------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------
Management Fees 0.75% 0.625% 0.625%
- -----------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------
Distribution and/or
Service (12b-1) Fees 0.50% 0.50% 0.50%
- -----------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------
Other Expenses4 0.94% 0.48% 0.48%
- -----------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------
Total Fund
Operating Expenses 2.19% 1.61% 1.61%
- -----------------------------------------------------------------------------------

- -----------------------------------------------------------------------------------
Pro Forma
Trinity Value Fund Value Fund Class Y Surviving Value
Class Y Shares Shares Fund Class Y Shares
- -----------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------

Shareholder Transaction Expenses (charges paid directly from a shareholder's
investment)
- -----------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------
Maximum Sales
Charge (Load) on None None None
purchases (as a
% of offering
price)
- -----------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------
Maximum Deferred
Sales Charge (Load) None None None
(as a % of the
lower of the
original offering
price or redemption
proceeds)
- -----------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------

Annual Fund Operating Expenses (as a percentage of average daily net assets)

- -----------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------
Management Fees 0.75% 0.625% 0.625%
- -----------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------
Distribution and/or
Service (12b-1) Fees N/A N/A N/A
- -----------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------
Other Expenses4 0.50% 1.60% 1.60%
- -----------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------
Total Fund
Operating Expenses 1.25% 2.23% 2.23%
- -----------------------------------------------------------------------------------
Note: Expenses may vary in future years.
1. A contingent deferred sales charge may apply to
redemptions of investments of $1 million or more ($500,000
for retirement plan accounts) of Class A shares. See "How
to Buy Shares" in each Fund's Prospectus.
2. Applies to redemptions within the first year after
purchase. The contingent deferred sales charge declines to
1% in the sixth year and is eliminated after that.
3. Applies to shares redeemed within 12 months of
purchase.
4. Other Expenses include transfer agent fees and
custodial, accounting and legal expenses.
5. Applies to shares redeemed within 18 months of
retirement plan's first purchase of Class N shares.

The 12b-1 fees for Class A shares of both Trinity
Value Fund and Value Fund are service plan fees which are a
maximum of 0.25% of average annual net assets of Class A
shares. The 12b-1 fees for Class B, Class C and Class N
shares of both Funds are Distribution and Service Plan fees
which include a service fee of 0.25% of average annual net
assets, and an asset-based sales charge for Class B and
Class C shares of 0.75% and an asset-based sales charge of
0.25% for Class N shares of the average net assets.

Examples

These examples below are intended to help you compare
the cost of investing in each Fund and the proposed
surviving Value Fund. These examples assume an annual
return for each class of 5%, the operating expenses
described above and reinvestment of your dividends and
distributions.

Your actual costs may be higher or lower because
expenses will vary over time. For each $10,000 investment,
you would pay the following projected expenses if you sold
your shares after the number of years shown.

12 Months Ended 3/31/03
- -----------------------
Trinity Value Fund
- -----------------------------------------------------------------------------------------
If shares are redeemed: 1 year 3 years 5 years 10 years
- -----------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------
Class A $754 $1,129 $1,528 $2,639
- -----------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------
Class B $790 $1,189 $1,713 $2,7391
- -----------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------
Class C $375 $844 $1,440 $3,051
- -----------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------
Class N $322 $685 $1,175 $2,524
- -----------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------
Class Y $127 $397 $686 $1,511
- -----------------------------------------------------------------------------------------

Trinity Value Fund
- -----------------------------------------------------------------------------------------
If shares are not 1 year 3 years 5 years 10 years
redeemed:
- -----------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------
Class A $754 $1,129 $1,528 $2,639
- -----------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------
Class B $290 $889 $1,513 $2,7391
- -----------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------
Class C $275 $844 $1,440 $3,051
- -----------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------
Class N $222 $685 $1,175 $2,524
- -----------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------
Class Y $127 $397 $686 $1,511
- -----------------------------------------------------------------------------------------

Value Fund
- -----------------------------------------------------------------------------------------
If shares are redeemed: 1 year 3 years 5 years 10 years
- -----------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------
Class A $691 $937 $1,202 $1,957
- -----------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------
Class B $711 $952 $1,319 $1,9831
- -----------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------
Class C $308 $643 $1,103 $2,379
- -----------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------
Class N $264 $508 $876 $1,911
- -----------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------
Class Y $226 $697 $1,195 $2,565
- -----------------------------------------------------------------------------------------

Value Fund
- -----------------------------------------------------------------------------------------
If shares are not 1 year 3 years 5 years 10 years
redeemed:
- -----------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------
Class A $691 $937 $1,202 $1,957
- -----------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------
Class B $211 $652 $1,119 $1,9831
- -----------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------
Class C $208 $643 $1,103 $2,379
- -----------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------
Class N $164 $508 $876 $1,911
- -----------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------
Class Y $226 $697 $1,195 $2,565
- -----------------------------------------------------------------------------------------

Pro Forma Surviving Value Fund
- -----------------------------------------------------------------------------------------
If shares are redeemed: 1 year 3 years 5 years 10 years
- -----------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------
Class A $691 $937 $1,202 $1,957
- -----------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------
Class B $711 $952 $1,319 $1,9831
- -----------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------
Class C $308 $643 $1,103 $2,379
- -----------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------
Class N $264 $508 $876 $1,911
- -----------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------
Class Y $226 $697 $1,195 $2,565
- -----------------------------------------------------------------------------------------

Pro Forma Surviving Value Fund
- -----------------------------------------------------------------------------------------
If shares are not 1 year 3 years 5 years 10 years
redeemed:
- -----------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------
Class A $691 $937 $1,202 $1,957
- -----------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------
Class B $211 $652 $1,119 $1,9831
- -----------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------
Class C $208 $643 $1,103 $2,379
- -----------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------
Class N $164 $508 $876 $1,911
- -----------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------
Class Y $226 $697 $1,195 $2,565
- -----------------------------------------------------------------------------------------
In the first example, expenses include the initial sales
charge for Class A and the applicable Class B, Class C or
Class N contingent deferred sales charge. In the second
example, the Class A expenses include the sales charge, but
Class B, Class C and Class N expenses do not include the
contingent deferred sales charges.
1 Class B expenses for years 7 through 10 are based on
Class A expenses, since Class B shares automatically
convert to Class A after 6 years.

Where can I find more financial information about the Funds?

Performance information for both Value Fund and
Trinity Value Fund is set forth in each Fund's Prospectus
under the section "The Fund's Past Performance." Value
Fund's Prospectus accompanies this Prospectus and Proxy
Statement and is incorporated by reference.

The financial statements of Value Fund and additional
information with respect to its performance during its
fiscal year ended October 31, 2002, including a discussion
of factors that materially affected its performance and
relevant market conditions, is set forth in Value Fund's
Annual Report dated as of October 31, 2002, that is
included in the Proxy Statement of Additional Information
and incorporated herein by reference. This document is
available upon request. See section entitled "Information
About Value Fund."

The financial statements of Trinity Value Fund and
additional information with respect to the Fund's
performance during its fiscal year ended July 31, 2002 (and
the six month semi-annual period ended January 31, 2003),
including a discussion of factors that materially affected
its performance and relevant market conditions, is set
forth in Trinity Value Fund's Annual and Semi-Annual
Reports dated as of July 31, 2002 and January 31, 2003,
respectively, that are included in the Proxy Statement of
Additional Information and incorporated herein by
reference. These documents are available upon request.
See section entitled "Information About Trinity Value Fund."

How have the Funds performed?

Past performance information for each Fund is set
forth in its respective Prospectus: (i) a bar chart
detailing annual total returns of Class A shares of each
Fund as of December 31st for each of the full calendar
years since each Fund's inception; and (ii) a table
detailing how the average annual total returns of Value
Fund's Class A, Class B, Class C, Class N and Class Y
shares compare to those of the Standard & Poor's 500 Index,
an unmanaged index of U.S. equity securities; and how
Trinity Value Fund's Class A, Class B, Class C, Class N and
Class Y average annual total returns compare to those of
the S&P 500 Index. Past performance is no guarantee of how
a fund will perform in the future.
Calendar year average annual total returns for the Funds
for the period ended December 31, 2002, are as follows:

[See appendix to Prospectus and Proxy statement for data in
bar chart showing annual total returns for Oppenheimer
Trinity Value Fund.]

Sales charges are not included in the calculations of
return in this bar chart, and if those charges were
included, the returns would be less than those shown.
For the period from 1/1/03 through 3/31/03 the cumulative
return (not annualized) for Class A shares before taxes was
- -6.61%.
During the period shown in the bar chart, the highest
return for Oppenheimer Trinity Value Fund (not annualized)
for a calendar quarter was 10.10% (3rd Q'00) and the lowest
return (not annualized) for a calendar quarter
was -20.57% (3rd Q'02).

[See appendix to Prospectus and Proxy statement for data in
bar chart showing annual total returns for Oppenheimer
Value Fund.]

Sales charges are not included in the calculations of
return in this bar chart, and if those charges were
included, the returns would be less than those shown.
For the period from 1/1/03 through 3/31/03 the cumulative
return (not annualized) for Class A shares before taxes was
- -5.27%.
During the period shown in the bar chart, the highest
return for Oppenheimer Value Fund (not annualized) for a
calendar quarter was 18.26% (4Q'98) and the lowest return
(not annualized) for a calendar quarter was -16.69% (3Q'01).

Average annual total returns for the Funds for the period
ended December 31, 2002 are as follows:

- --------------------------------------------------------------------------
Trinity Value Fund Past 1-year Past Past
5-years 10-years
- --------------------------------------------------------------------------
- --------------------------------------------------------------------------
Trinity Value Fund Class A Shares -27.63% -10.12%* N/A
Return Before Taxes (inception 9/1/99)
- --------------------------------------------------------------------------
- --------------------------------------------------------------------------
Class A Shares Return After Taxes -27.63% -10.55%* N/A
- --------------------------------------------------------------------------
- --------------------------------------------------------------------------
Class A Shares Return After Taxes on
Distributions and Sale of Fund Shares -16.83% -8.03%* N/A
- --------------------------------------------------------------------------
- --------------------------------------------------------------------------
S&P BARRA Value Index (from 8/31/99) -20.85% -7.32% N/A
- --------------------------------------------------------------------------
- --------------------------------------------------------------------------
Trinity Value Fund Class B (inception -27.73% -10.08%* N/A
9/1/99)
- --------------------------------------------------------------------------
- --------------------------------------------------------------------------
Trinity Value Fund Class C (inception -24.59% -9.00%* N/A
9/17/99)
- --------------------------------------------------------------------------
- --------------------------------------------------------------------------
Trinity Value Fund Class N (inception -24.19% -15.62%* N/A
3/1/01)
- --------------------------------------------------------------------------
- --------------------------------------------------------------------------
Trinity Value Fund Class Y (inception -22.80% -8.22%* N/A
9/1/99)
- --------------------------------------------------------------------------
- --------------------------------------------------------------------------
Value Fund
- --------------------------------------------------------------------------
- --------------------------------------------------------------------------
Value Fund Class A Shares Return Before -18.03% -2.98% 7.53%
Taxes (inception 9/16/85)
- --------------------------------------------------------------------------
- --------------------------------------------------------------------------
Class A Shares Return After Taxes -18.10% -4.04% 5.41%
- --------------------------------------------------------------------------
- --------------------------------------------------------------------------
Class A Shares Return After Taxes on
Distributions and Sale of Fund Shares -10.98% -2.49% 5.53%
- --------------------------------------------------------------------------
- --------------------------------------------------------------------------
S&P 500 Index (from 12/31/92) -22.09% -0.58% 9.34%
- --------------------------------------------------------------------------
- --------------------------------------------------------------------------
Value Fund Class B (inception 10/2/95) -18.03% -2.90% 4.51%*
- --------------------------------------------------------------------------
- --------------------------------------------------------------------------
Value Fund Class C (inception 5/1/96) -14.54% -2.56% 2.88%*
- --------------------------------------------------------------------------
- --------------------------------------------------------------------------
Value Fund Class N (inception 3/1/01) -14.17% -8.67%* N/A
- --------------------------------------------------------------------------
- --------------------------------------------------------------------------
Value Fund Class Y (inception 12/16/96) -13.16% -1.61% 2.74%*
- --------------------------------------------------------------------------
*Or life-of-class

Average annual total returns for the Funds for the period
ended March 31, 2003 are as follows:

- ---------------------------------------------------------------------------
Past 1-year Past Past 10
Trinity Value Fund 5-years years
- ---------------------------------------------------------------------------
- ---------------------------------------------------------------------------
Trinity Value Fund Class A Shares -32.64% -11.16%* N/A
Return Before Taxes (inception 9/1/99)
- ---------------------------------------------------------------------------
- ---------------------------------------------------------------------------
Class A Shares Return After Taxes -32.64% -11.56%* N/A
- ---------------------------------------------------------------------------
- ---------------------------------------------------------------------------
Class A Shares Return After Taxes on
Distributions and Sale of Fund Shares -20.04% -8.76%* N/A
- ---------------------------------------------------------------------------
- ---------------------------------------------------------------------------
S&P BARRA Value Index (from 8/31/99) -26.19% -8.29% N/A
- ---------------------------------------------------------------------------
- ---------------------------------------------------------------------------
Trinity Value Fund Class B (inception -32.73% -11.18%* N/A
9/1/99)
- ---------------------------------------------------------------------------
- ---------------------------------------------------------------------------
Trinity Value Fund Class C (inception -29.84% -10.20%* N/A
9/1/99)
- ---------------------------------------------------------------------------
- ---------------------------------------------------------------------------
Trinity Value Fund Class N (inception -29.50% -16.74%* N/A
3/1/01)
- ---------------------------------------------------------------------------
- ---------------------------------------------------------------------------
Trinity Value Fund Class Y (inception -28.08% -9.40%* N/A
9/1/99)
- ---------------------------------------------------------------------------
- ---------------------------------------------------------------------------
Value Fund
- ---------------------------------------------------------------------------
- ---------------------------------------------------------------------------
Value Fund Class A Shares Return Before -24.57% -5.83% 6.76%
Taxes (inception 9/16/85)
- ---------------------------------------------------------------------------
- ---------------------------------------------------------------------------
Class A Shares Return After Taxes -24.63% -6.85% 4.03%
- ---------------------------------------------------------------------------
- ---------------------------------------------------------------------------
Class A Shares Return After Taxes on -15.08% -4.64% 4.38%
Distributions and Sale of Fund Shares
- ---------------------------------------------------------------------------
- ---------------------------------------------------------------------------
S&P 500 Index (from 12/31/92) -24.75% -3.76% 8.53%
- ---------------------------------------------------------------------------
- ---------------------------------------------------------------------------
Value Fund Class B (inception 10/2/95) -24.55% -5.72% 3.61%*
- ---------------------------------------------------------------------------
- ---------------------------------------------------------------------------
Value Fund Class C (inception 5/1/96) -21.42% -5.42% 1.94%*
- ---------------------------------------------------------------------------
- ---------------------------------------------------------------------------
Value Fund Class N (inception 3/1/01) -20.97% -10.03%* N/A
- ---------------------------------------------------------------------------
- ---------------------------------------------------------------------------
Value Fund Class Y (inception 12/16/96) -19.75% -4.40% 1.84%*
- ---------------------------------------------------------------------------
*Or life-of-class.
The Funds' average annual total returns include change in
share price and reinvestment of dividends and capital gains
distributions in a hypothetical investment for the periods
shown. An explanation of the different performance
calculations is set forth in each Fund's prospectus and
Statement of Additional Information. Each Fund's average
annual total return includes the applicable sales charge:
for Class A, the current maximum initial sales charge is
5.75%; for Class B, the contingent deferred sales charges
is 5% (1-year), 4% (2-years), 3%(3 and 4-years), 2%
(5-years) and 1% (life-of-class); and for Class C and Class
N, the 1% contingent deferred sales charge for the 1-year
period. Because Class B shares convert to Class A shares 72
months after purchase, Class B "life-of-class" performance
does not include the contingent deferred sales charge and
uses Class A performance for the period after conversion.
There is no sales charge on Class Y shares. The S&P 500
Index, an unmanaged index of equity securities, is shown
from August 31, 1999 to compare against the longest-lived
class of shares of Trinity Value Fund, those of Trinity
Value Fund's Class A shares. The S&P 500 Index is shown
from December 31, 1992 to compare against the longest-lived
class of shares of Value Fund, those of Value Fund Class A
shares. No index performance considers the effects of
transaction costs, fees, expenses or taxes.

What are other Key Features of the Funds?

The description of certain key features of the Funds
below is supplemented by each Fund's Prospectus and
Statement of Additional Information, which are incorporated
by reference.

Investment Management and Fees - The Manager manages
the assets of both Funds and makes their respective
investment decisions. Both Funds obtain investment
management services from the Manager according to the terms
of management agreements that are identical.

- ---------------------------------------------------------------------------------
Trinity Value Fund Value Fund
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
0.75% of the first $200 million 0.625% of the first $300 million
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
0.72% of the next $200 million 0.50% of the next $100
million
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
0.69% of the next $200 million 0.45% in excess of $400 million
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
0.66% of the next $200 million
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
0.60% in excess of $800 million
- ---------------------------------------------------------------------------------
Based on average annual net assets of the respective Fund.

The management fee for Trinity Value Fund for the
twelve months ended March 31, 2003 was 0.75% of the average
annual net assets for each class of shares. The management
fee for Value Fund for the twelve months ended March 31,
2003 was 0.625% of the average annual net assets for each
class of shares. The 12b-1 distribution plans for both
Funds are substantially similar. However, the other
expenses the Funds incur, including transfer agent fees and
custodial, accounting and legal expenses, have differed,
with Value Fund's "Other Expenses" being less than those of
Trinity Value Fund because Value Fund is the significantly
larger fund.

- -------------------------------------------------------------------------------------
Management Distribution Other Total Annual
Fee and/or 12b-1 Expenses Operating
Fees1 Expense
- -------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------
Trinity Value Fund Class A 0.75% 0.22% 0.90% 1.87%
shares
(12 months ended 3/31/03)

- -------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------
Value Fund Class A Shares 0.625% 0.24% 0.34% 1.21%
(12 months ended 3/31/03)
- -------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------
Pro Forma - Combined at 0.625% 0.24% 0.34% 1.21%
3/31/03
- -------------------------------------------------------------------------------------
"Other Expenses" include transfer agent fees and custodial,
accounting and legal expenses the Funds pay. This chart is
for illustrative purposes only.
1. Class A shares 12b-1 fee is not full 25 basis points due
to monies invested by OppenheimerFunds, Inc.

The net assets under management for Value Fund on
March 31, 2003 were $212,301,813 as compared to $8,733,015
for Trinity Value Fund. Effective upon the Closing of the
Reorganization, the management fee rate for Value Fund is
expected to be 0.625% of average annual net assets based on
combined assets of the Funds as of March 31, 2003.
Additionally, the "Other Expenses" of the surviving Fund
are expected to be the same as the "Other Expenses" of
Value Fund.

For a detailed description of each Fund's investment
management agreement, see the section below entitled
"Comparison of Investment Objectives and Policies - How do
the Account Features and Shareholder Services for the Funds
Compare?"

Transfer Agency and Custody Services - Both Funds
receive shareholder accounting and other clerical services
from OppenheimerFunds Services in its capacity as transfer
agent and dividend paying agent. It acts on a fixed fee
basis for both Funds. The terms of the transfer agency
agreement for both Funds are substantially similar.

Citibank, N.A. is the Custodian Bank for Trinity
Value Fund and Value Fund. They are located at 111 Wall
Street, New York, New York 10005.

Distribution Services - OppenheimerFunds Distributor,
Inc. (the "Distributor") acts as the principal underwriter
in a continuous public offering of shares of both Funds,
but is not obligated to sell a specific number of shares.
Both Funds have adopted a Service Plan and Agreement under
Rule 12b-1 of the Investment Company Act for their Class A
shares. The Service Plan provides for the reimbursement to
OppenheimerFunds Distributor, Inc. (the "Distributor"), for
a portion of its costs incurred in connection with the
personal service and maintenance of accounts that hold
Class A shares of the respective Funds. Under the Class A
Service Plans, payment is made quarterly at an annual rate
that may not exceed 0.25% of the average annual net assets
of Class A shares of the respective Funds. The Distributor
currently uses all of those fees to compensate dealers,
brokers, banks and other financial institutions quarterly
for providing personal service and maintenance of accounts
of their customers that hold Class A shares of the
respective Funds.

Both Funds have adopted Distribution and Service
Plans and Agreements under Rule 12b-1 of the Investment
Company Act for Class B, Class C and Class N shares. These
plans compensate the Distributor for its services and costs
in connection with the distribution of Class B, Class C and
Class N shares and the personal service and maintenance of
shareholder accounts. Under each Class B and Class C Plan,
the Funds pay the Distributor a service fee at an annual
rate of 0.25% of average annual net assets and an
asset-based sales charge at an annual rate of 0.75% of
average annual net assets. Under each Class N Plan the
Funds pay the Distributor a service fee at an annual rate
of 0.25% of average annual net assets and an asset-based
sales charge at an annual rate of 0.25% of average annual
net assets. All fee amounts are computed on the average
annual net assets of the class determined as of the close
of each regular business day of each Fund. The Distributor
uses all of the service fees to compensate dealers for
providing personal services and maintenance of accounts of
their customers that hold shares of the Funds. The Class B
and Class N asset-based sales charge is retained by the
Distributor. After the first year, the Class C asset-based
sales charge is paid to the broker-dealer as an ongoing
concession for shares that have been outstanding for a year
or more. The terms of the Funds' respective Distribution
and Service Plans are substantially similar.

For a detailed description of each Fund's
distribution-related services, see the section below titled
"Comparison of Investment Objectives and Policies - How do
the Account Features and Shareholder Services for the Funds
Compare?"

Purchases, Redemptions, Exchanges and other
Shareholder Services - Both Funds have the same
requirements and restrictions in connection with purchases,
redemptions and exchanges. In addition, each Fund also
offers the same types of shareholder services. More
detailed information regarding purchases, redemptions,
exchanges and shareholder services can be found below in
the section below titled "Comparison of Investment
Objectives and Policies - How do the Account Features and
Shareholder Services for the Funds Compare?"

Dividends and Distributions - Both Funds declare
dividends separately for each class of shares from net
investment income annually and pay those dividends to
shareholders in December on a date selected by the Board of
each Fund.

For a detailed description of each Fund's policy on
dividends and distributions, see the section entitled
"Comparison of Investment Objectives and Policies - How do
the Account Features and Shareholder Services for the Funds
Compare?"

What are the Principal Risks of an Investment in Value Fund?

As with most investments, investments in Value Fund
and Trinity Value Fund involve risks. There can be no
guarantee against loss resulting from an investment in
either Fund, nor can there be any assurance that either
Fund will achieve its investment objective. The risks
associated with an investment in each Fund are similar.
Because both Funds invest primarily in stocks of U.S.
companies, the value of each Fund's portfolio will be
affected by changes in the U.S. stock markets. The prices
of individual stocks do not all move in the same direction
uniformly at the same time. A particular company's stock
price can be affected by a poor earnings report, loss of
major customers, major litigation against the company, or
changes in government regulations affecting the company or
its industry.

For more information about the risks of the Funds,
see "What are the Risk Factors Associated with Investments
in the Funds?" under the heading "Comparison of Investment
Objectives and Policies."

REASONS FOR THE REORGANIZATION

At a meeting of the Board of Trustees of Trinity
Value Fund held April 17, 2003, the Board considered
whether to approve the proposed Reorganization and reviewed
and discussed with the Manager and independent legal
counsel the materials provided by the Manager relevant to
the proposed Reorganization. Included in the materials was
information with respect to the Funds' respective
investment objectives and policies, management fees,
distribution fees and other operating expenses, historical
performance and asset size.

The Board reviewed information demonstrating that
Trinity Value Fund is a relatively smaller fund with
approximately $8,733,015 in net assets as of March 31,
2003. The Board anticipates that Trinity Value Fund's
assets will not increase substantially in size in the near
future. In comparison, Value Fund had approximately
$212,301,813 in net assets as of March 31, 2003. After the
Reorganization, the shareholders of Trinity Value Fund
would become shareholders of a larger fund that is
anticipated to have lower overall operating expenses than
Trinity Value Fund. Economies of scale may benefit
shareholders of Trinity Value Fund.

The Board considered the fact that both Funds have
similar investment objectives. Additionally, the Board
considered that both Funds invest a substantial portion of
their assets in common stocks of U.S. companies.

The Board noted that Value Fund's management fee is
currently the same as that of Trinity Value Fund. The Board
also considered that Value Fund's performance has been
similar to that of Trinity Value Fund.

The Board considered that if the reorganization is
approved, Value Fund would change its name to "Oppenheimer
Value Fund" and would benchmark itself to the S&P 500 Index
Fund. The Board considered the Manager's representation
that the end result of the reorganization will be a larger,
style-specific fund in Lipper's Large Cap Value Fund
category that will better fit the quantitative investment
process already used by Value Fund.

The Board also considered that the procedures for
purchases, exchanges and redemptions of shares of both
Funds are identical and that both Funds offer the same
investor services and options.

The Board also considered the terms and conditions of
the Reorganization, including that there would be no sales
charge imposed in effecting the Reorganization and that the
Reorganization is expected to be a tax-free reorganization.
The Board concluded that Trinity Value Fund's participation
in the transaction is in the best interests of the Fund and
that the Reorganization would not result in a dilution of
the interests of existing shareholders of Trinity Value
Fund.

After consideration of the above factors, and such
other factors and information as the Board of Trinity Value
Fund deemed relevant, the Board, including the Trustees who
are not "interested persons" (as defined in the Investment
Company Act) of either Trinity Value Fund or the Manager
(the "Independent Trustees"), unanimously approved the
Reorganization and the Reorganization Agreement and voted
to recommend its approval to the shareholders of Trinity
Value Fund.

The Board of Value Fund also determined that the
Reorganization was in the best interests of Value Fund and
its shareholders and that no dilution would result to those
shareholders. Value Fund shareholders do not vote on the
Reorganization. The Board of Value Fund, including the
Independent Trustees, unanimously approved the
Reorganization and the Reorganization Agreement.

For the reasons discussed above, the Board, on behalf
of Trinity Value Fund, recommends that you vote FOR the
Reorganization Agreement. If shareholders of Trinity Value
Fund do not approve the Reorganization Agreement, the
Reorganization will not take place.

INFORMATION ABOUT THE REORGANIZATION

This is only a summary of the Reorganization Agreement. You
should read the actual form of Reorganization Agreement. It
is attached as Exhibit A.

How Will the Reorganization be Carried Out?

If the shareholders of Trinity Value Fund approve the
Reorganization Agreement, the Reorganization will take
place after various conditions are satisfied by Trinity
Value Fund and Value Fund, including delivery of certain
documents. The closing date is presently scheduled for
September 12, 2003 and the Valuation Date is presently
scheduled for September 6, 2003.

If shareholders of Trinity Value Fund approve the
Reorganization Agreement, Trinity Value Fund will deliver
to Value Fund substantially all of its assets on the
closing date. In exchange, shareholders of Trinity Value
Fund will receive Class A, Class B, Class C Class N and
Class Y Value Fund shares that have a value equal to the
dollar value of the assets delivered by Trinity Value Fund
to Value Fund. Trinity Value Fund will then be liquidated
and its outstanding shares will be cancelled. The stock
transfer books of Trinity Value Fund will be permanently
closed at the close of business on the Valuation Date.
Only redemption requests received by the Transfer Agent in
proper form on or before the close of business on the
Valuation Date will be fulfilled by Trinity Value Fund.
Redemption requests received after that time will be
considered requests to redeem shares of Value Fund.

Shareholders of Trinity Value Fund who vote their
Class A, Class B, Class C, Class N and Class Y shares in
favor of the Reorganization will be electing in effect to
redeem their shares of Trinity Value Fund at net asset
value on the Valuation Date, after Trinity Value Fund
subtracts a cash reserve, and reinvest the proceeds in
Class A, Class B, Class C, Class N and Class Y shares of
Value Fund at net asset value. The cash reserve is that
amount retained by Trinity Value Fund which is deemed
sufficient in the discretion of the Board for the payment
of the Fund's outstanding debts and expenses of
liquidation. Value Fund is not assuming any debts of
Trinity Value Fund except debts for unsettled securities
transactions and outstanding dividend and redemption
checks. Trinity Value Fund will recognize capital gain or
loss on any sales of portfolio securities made prior to the
Reorganization.

Under the Reorganization Agreement, within one year
after the Closing Date, Trinity Value Fund shall: (a)
either pay or make provision for all of its debts and
taxes; and (b) either (i) transfer any remaining amount of
the cash reserve to Value Fund, if such remaining amount is
not material (as defined below) or (ii) distribute such
remaining amount to the shareholders of Trinity Value Fund
who were shareholders on the Valuation Date. The remaining
amount shall be deemed to be material if the amount to be
distributed, after deducting the estimated expenses of the
distribution, equals or exceeds one cent per share of the
number of Trinity Value Fund shares outstanding on the
Valuation Date. If the cash reserve is insufficient to
satisfy any of Trinity Value Fund's liabilities, the
Manager will assume responsibility for any such unsatisfied
liability. Within one year after the Closing Date, Trinity
Value Fund will complete its liquidation.

Under the Reorganization Agreement, either Trinity
Value Fund or Value Fund may abandon and terminate the
Reorganization Agreement for any reason and there shall be
no liability for damages or other recourse available to the
other Fund, provided, however, that in the event that one
of the Funds terminates this Agreement without reasonable
cause, it shall, upon demand, reimburse the other Fund for
all expenses, including reasonable out-of-pocket expenses
and fees incurred in connection with this Agreement.

To the extent permitted by law, the Funds may agree
to amend the Reorganization Agreement without shareholder
approval. They may also agree to terminate and abandon the
Reorganization at any time before or, to the extent
permitted by law, after the approval of shareholders of
Trinity Value Fund.

Who Will Pay the Expenses of the Reorganization?

The Funds will bear the cost of their respective tax
opinions. Any documents such as existing prospectuses or
annual reports that are included in the proxy mailing or at
a shareholder's request will be a cost of the Fund issuing
the document. Any other out-of-pocket expenses associated
with the Reorganization will be paid by the Funds in the
amounts incurred by each.

What are the Tax Consequences of the Reorganization?

The Reorganization is intended to qualify as a
tax-free reorganization for federal income tax purposes
under Section 368(a)(1) of the Internal Revenue Code of
1986, as amended. Based on certain assumptions and
representations received from Trinity Value Fund and Value
Fund, it is expected to be the opinion of KPMG LLP, tax
advisor to Trinity Value Fund, that shareholders of Trinity
Value Fund will not recognize any gain or loss for federal
income tax purposes as a result of the exchange of their
shares for shares of Value Fund, and that shareholders of
Value Fund will not recognize any gain or loss upon receipt
of Trinity Value Fund's assets. If this type of tax
opinion is not forthcoming, the Fund may still choose to go
forward with the merger, pending shareholder approval. In
addition, neither Fund is expected to recognize a gain or
loss as a result of the Reorganization.

Immediately prior to the Valuation Date, Trinity
Value Fund will pay a dividend which will have the effect
of distributing to Trinity Value Fund's shareholders all of
Trinity Value Fund's net investment company taxable income
for taxable years ending on or prior to the Closing Date
(computed without regard to any deduction for dividends
paid) and all of its net capital gains, if any, realized in
taxable years ending on or prior to the Closing Date (after
reduction for any available capital loss carry-forward).
Such dividends will be included in the taxable income of
Trinity Value Fund's shareholders as ordinary income and
capital gain, respectively.

You will continue to be responsible for tracking the
purchase cost and holding period of your shares and should
consult your tax advisor regarding the effect, if any, of
the Reorganization in light of your individual
circumstances. You should also consult your tax advisor as
to state and local and other tax consequences, if any, of
the Reorganization because this discussion only relates to
federal income tax consequences.

What should I know about Class A, Class B, Class C, Class N
and Class Y shares of Value Fund?

The rights of shareholders of both Funds are
substantially the same. Class A, Class B, Class C, Class N
and/or Class Y shares of Value Fund will be distributed to
shareholders of Class A, Class B, Class C, Class N and/or
Class Y shares of Trinity Value Fund, respectively, in
connection with the Reorganization. Each share will be
fully paid and nonassessable when issued will have no
preemptive or conversion rights and will be transferable on
the books of Value Fund. Each Fund's Declaration of Trust
contains an express disclaimer of shareholder or Trustee
liability for the Fund's obligations, and provides for
indemnification and reimbursement of expenses out of its
property for any shareholder held personally liable for its
obligations. Neither Fund permits cumulative voting. The
shares of Value Fund will be recorded electronically in
each shareholder's account. Value Fund will then send a
confirmation to each shareholder. Shareholders of Trinity
Value Fund holding certificates representing their shares
will not be required to surrender their certificates in
connection with the reorganization. However, former Class
A shareholders of Trinity Value Fund whose shares are
represented by outstanding share certificates will not be
allowed to redeem or exchange class shares of Value Fund
they receive in the Reorganization until the certificates
for the exchanged Trinity Value Fund have been returned to
the Transfer Agent.

Like Trinity Value Fund, Value Fund does not
routinely hold annual shareholder meetings.

What are the capitalizations of the Funds and what might
the capitalization be after the Reorganization?

The following table sets forth the capitalization
(unaudited) of Trinity Value Fund and Value Fund and
indicates the pro forma combined capitalization as of March
31, 2003 as if the Reorganization had occurred on that date.

Net
Asset
Shares
Value
Net Assets Outstanding
Per Share

Trinity Value Fund
Class A $3,937,220 593,213
$6.64
Class B $2,021,103 314,186
$6.43
Class C $2,115,936 324,531
$6.52
Class N $182,359 27,694
$6.58
Class Y $476,397 70,995
$6.71
TOTAL $8,733,015 1,330,619

Value Fund
Class A $145,247,774
9,980,947 $14.55
Class B $45,981,866 3,193,972
$14.40
Class C $17,429,649 1,227,403
$14.20
Class N $2,322,318 161,097
$14.42
Class Y $1,320,206
89,224 $14.80
TOTAL $212,301,813 14,652,643

Value Fund
(Pro Forma Surviving Fund)
Class A $149,184,994
10,251,500 $14.55
Class B $48,002,969 3,334,361
$14.40
Class C $19,545,585 1,376,408
$14.20
Class N $2,504,677 173,747
$14.42
Class Y $1,796,603 121,421
$14.80
TOTAL $221,034,828 15,257,436

*Reflects the issuance of 270,553 Class A shares, 140,389
Class B shares, 149,005 Class C shares, 12,650 Class N
shares and 32,197 Class Y shares of Value Fund in a
tax-free exchange for the net assets of Trinity Value Fund,
aggregating $8,733,015.

COMPARISON OF INVESTMENT OBJECTIVES AND POLICIES

This section describes key investment policies of
Trinity Value Fund and Value Fund, and certain noteworthy
differences between the investment objectives and policies
of the two Funds. For a complete description of Value
Fund's investment policies and risks, please review its
prospectus dated December 23, 2002, which is attached to
this Prospectus and Proxy Statement as Exhibit A.

Are there any significant differences between the
investment objectives and strategies of the Funds?

In considering whether to approve the Reorganization,
shareholders of Trinity Value Fund should consider the
differences in investment objectives, policies and risks of
the Funds. Further information about Value Fund is set
forth in its Prospectus, which accompanies this Prospectus
and Proxy Statement and is incorporated herein by
reference. Additional information about both Funds is
set forth in their Statements of Additional Information,
Annual Reports and Semi-Annual Reports, which may be
obtained upon request to the Transfer Agent. See
"Information about Trinity Value Fund" and "Information
about Value Fund."

Trinity Value Fund and Value Fund have similar
investment objectives. Trinity Value Fund's investment
objective is to seek long-term growth of capital. Value
Fund's investment objective is to seek a high total return.
In seeking their investment objectives, Trinity Value Fund
and Value Fund utilize a similar investing strategy.
Trinity Value Fund invests in common stocks that are
included in the S&P 500. Value Fund currently invests
mainly in common stocks of U.S. companies of different
capitalization ranges, presently focusing on
large-capitalization issuers. Both funds are managed with a
quantitative investment process. Both Funds invest in a
similar universe of companies, although Value has a larger
potential investment universe.

If the reorganization is approved, Value Fund will
retain its benchmark against the S&P 500 Index. The end
result of the reorganization will be a larger,
style-specific fund in Lipper's Large Cap Core Fund
category that will better fit investment process already
used by the personnel who manage Value Fund.

What are the Risk Factors Associated with an investment in
the Funds?

Like all investments, an investment in both of the
Funds involves risk. There is no assurance that either
Fund will meet its investment objective. The achievement
of the Funds' goals depends upon market conditions,
generally, and on the portfolio manager's analytical and
portfolio management skills. The risks described below
collectively form the risk profiles of the
Funds, and can affect the value of the Funds' investments,
investment performance and prices per share. There is also
the risk that poor securities selection by the Manager will
cause the Fund to underperform other funds having a similar
objective. These risks mean that you can lose money by
investing in either Fund. When you redeem your shares,
they may be worth more or less than what you paid for
them.

How Do the Investment Policies of the Funds Compare?

Trinity Value Fund invests in common stocks that are
included in the S&P 500. Value Fund currently invests
mainly in common stocks of U.S. companies of different
capitalization ranges, presently focusing on
large-capitalization issuers. If the Reorganization is
approved, Value Fund anticipates that it will limit its
stock purchases to those issuers included in the S&P 500
index and would no longer make investments in foreign
securities.

Other Equity Securities. While Value Fund emphasizes
investments in common stocks, it can also buy
preferred stocks and securities convertible into
common stock. The Manager considers some convertible
securities to be "equity equivalents" because of the
conversion feature and in that case their rating has
less impact on the Manager's investment decision than
in the case of other debt securities. Trinity Value
Fund, in contrast, only purchases common stocks
included in the S&P 500 Index. If the Reorganization
is approved, Value Fund anticipates it would no longer
invest in preferred stocks or securities convertible
into common stock.

Foreign Securities. The Fund can buy securities of
companies or governments in any country, developed or
underdeveloped. While there is no limit on the amount
of the Fund's assets that may be invested in foreign
securities, the Manager does not currently invest
significant amounts of the Fund's assets in foreign
securities. While foreign securities offer special
investment opportunities, they also have special
risks.

The change in value of a foreign currency against the
U.S. dollar will result in a change in the U.S. dollar
value of securities denominated in that foreign
currency. Additional risks of foreign securities
include higher transaction and operating costs for the
Fund; foreign issuers are not subject to the same
accounting and disclosure requirements that apply to
U.S. companies; and lack of uniform accounting,
auditing and financial reporting standards in foreign
countries comparable to those applicable to domestic
issuers. If the Reorganization is approved, Value Fund
anticipates it would no longer purchase foreign
securities.

Derivatives. Value Fund can invest in a number of
different kinds of "derivative" investments. In
general terms, a derivative investment is an
investment contract whose value depends on (or is
derived from) the value of an underlying asset,
interest rate or index. In the broadest sense,
options, futures contracts, and other hedging
instruments Value Fund might use may be considered
"derivative" investments. Value Fund currently does
not use derivatives to a significant degree and is
not required to use them in seeking its objective.

Derivatives have risks. If the issuer of the
derivative investment does not pay the amount due,
Value Fund can lose money on the investment. The
underlying security or investment on which a
derivative is based, and the derivative itself, may
not perform the way the Manager expected it to. As a
result of these risks Value Fund could realize less
principal or income from the investment than expected
or its hedge might be unsuccessful. As a result,
Value Fund's share prices could fall. Certain
derivative investments held by Value Fund might be
illiquid. Trinity Value Fund does not invest in
derivative securities. If the Reorganization is
approved, Value Fund anticipates it would no longer
purchase derivatives.

Hedging. Value Fund can buy and sell futures
contracts, put and call options, forward contracts
and options on futures and securities indices. These
are all referred to as "hedging instruments." Some
of these strategies would hedge Value Fund's
portfolio against price fluctuations. Other hedging
strategies, such as buying futures and call options,
would tend to increase Value Fund's exposure to the
securities market.

There are also special risks in particular hedging
strategies. Options trading involves the payment of
premiums and can increase portfolio turnover. If the
Manager used a hedging instrument at the wrong time
or judged market conditions incorrectly, the strategy
could reduce Value Fund's return.

Temporary Defensive Investments. In times of adverse or
unstable market, economic or political conditions,
both Funds can invest up to 100% of its assets in
temporary defensive investments. Generally they would
be high-quality, short-term money market instruments,
such as a U.S. government securities, highly rated
commercial paper, short-term corporate debt
obligations or repurchase agreements. To the extent
either Fund invests defensively in these securities,
it might not achieve its investment objective.

Illiquid and Restricted Securities. Investments may be
illiquid because they do not have an active trading
market, making it difficult to value them or dispose
of them promptly at an acceptable price. A restricted
security is one that has a contractual restriction on
its resale or which cannot be sold publicly until it
is registered under the Securities Act of 1933. Value
Fund will not invest more than 10% (the Board can
increase that limit to 15%) of its net assets in
illiquid or restricted securities. The Manager
monitors holdings of illiquid securities on an ongoing
basis to determine whether to sell any holdings to
maintain adequate liquidity. Certain restricted
securities that are eligible for resale to qualified
institutional buyers may not be subject to that limit,
however, there may be a limited market of qualified
institutional buyers. Trinity Value Fund does not
invest in illiquid or restricted securities.

What are the fundamental investment restrictions of the
Funds?

Both Trinity Value Fund and Value Fund have certain
additional investment restrictions that, together with
their investment objectives, are fundamental policies,
changeable only by shareholder approval. Generally, these
investment restrictions are similar between the Funds and
are discussed below.

o Neither Fund can concentrate investments. That means
they cannot invest 25% or more of its total assets in
any industry. However, there is no limitation on
investments in U.S. government securities.

o Neither Fund can buy or sell real estate. However,
they can purchase readily-marketable securities of
companies holding real estate or interests in real
estate.

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

o Neither Fund can issue "senior securities," but this
does not prohibit certain investment activities for
which assets of the Funds are designated as segregated,
or margin, collateral or escrow arrangements are
established, to cover the related obligations. Examples
of those activities include borrowing money, reverse
repurchase agreements, delayed-delivery and when-issued
arrangements for portfolio securities transactions, and
contracts to buy or sell derivatives, hedging
instruments, options or futures.

o Neither Fund can invest in physical commodities or
physical commodity contracts. However, it may buy and
sell hedging instruments permitted by any of its other
investment policies.

o Neither Fund can buy securities issued or guaranteed
by any one issuer if more than 5% of its total assets
would be invested in securities of that issuer or if it
would then own more than 10% of that issuer's voting
securities. That restriction applies to 75% of the
Fund's total assets. The limit does not apply to
securities issued by the U.S. government or any of its
agencies or instrumentalities. This means that both
Funds are presently a "diversified" investment company
under the 1940 Act.

o Trinity Value Fund cannot borrow money except from
banks in amounts not in excess of 5% of its assets as a
temporary measure to meet redemptions. Value Fund
cannot borrow money in excess of 33 1/3% of the value of
its total assets (including the amount borrowed). Value
Fund may borrow only from banks and/or affiliated
investment companies. With respect to this fundamental
policy, Value Fund can borrow only if maintains a 300%
ratio of assets to borrowings at all times in the manner
set forth in the Investment Company Act of 1940.

o Neither Fund can make loans. However, they can
invest in debt securities that the Fund's investment
policies and restrictions permit it to purchase. The
Funds may also lend their portfolio securities and enter
into repurchase agreements.

o Neither Fund can mortgage, pledge or otherwise
hypothecate any of its assets. However, this does not
prohibit the Fund from escrow arrangements contemplated
by the put and call activities of the Fund or other
collateral or margin arrangements in connection with any
of the hedging instruments permitted by any of its other
policies.

o Neither Fund cannot invest in companies for the
purpose of acquiring control or management of them.

How do the Account Features and Shareholder Services for
the Funds Compare?

Investment Management- Pursuant to each investment
advisory agreement, the Manager acts as the investment
advisor for both Funds. For Trinity Value Fund, the
Manager has retained Trinity Investment Management, the
Sub-Advisor, to provide day-to-day portfolio management for
Trinity Value Fund. The sub-advisory fee is paid by the
Manager out of its management fee. Separate and apart from
the proxy statement, shareholders of Value Fund will be
asked to approve a Sub-Advisory Agreement between the
borrower and Trinity Investment Management Corporation with
the same sub-advisory fee.

The investment advisory agreements state that the
Manager will provide administrative services for the Funds,
including compilation and maintenance of records,
preparation and filing of reports required by the SEC,
reports to shareholders, and composition of proxy
statements and registration statements required by Federal
and state securities laws. Further, the Sub-Advisor has
agreed to furnish the Funds with office space, facilities
and equipment and arrange for its employees to serve as
officers of the Funds. The administrative services to be
provided by the Manager under the investment advisory
agreement will be at its own expense.

Expenses not expressly assumed by the Manager under
each Fund's advisory agreement or by the Distributor under
the General Distributor's Agreement are paid by the Funds.
The investment advisory agreements list examples of
expenses paid by the Funds, the major categories of which
relate to interest, taxes, brokerage commissions, fees to
certain Trustees, legal and audit expenses, custodian and
transfer agent expenses, share issuance costs, certain
printing and registration costs and non-recurring expenses,
including litigation costs.

Both investment advisory agreements generally provide
that in the absence of willful misfeasance, bad faith,
gross negligence in the performance of its duties or
reckless disregard of its obligations and duties under the
investment advisory agreement, the Manager is not liable
for any loss sustained by reason of good faith errors or
omissions in connection with any matters to which the
agreement(s) relate. The agreements permit the Manager to
act as investment advisor for any other person, firm or
corporation. Pursuant to each agreement, the Manager is
permitted to use the name "Oppenheimer" in connection with
other investment companies for which it may act as
investment advisor or general distributor. If the Manager
shall no longer act as investment advisor to the Funds, the
Manager may withdraw the right of the Funds to use the name
"Oppenheimer" as part of their names.

The Manager is controlled by Oppenheimer Acquisition
Corp., a holding company owned in part by senior officers
of the Manager and ultimately controlled by Massachusetts
Mutual Life Insurance Company, a mutual life insurance
company that also advises pension plans and investment
companies. The Manager has been an investment advisor since
January 1960. The Manager (including subsidiaries and an
affiliate) managed more than $120 billion in assets as of
March 31, 2003, including more than 65 funds with more than
5 million shareholder accounts. The Manager is located at
498 Seventh Avenue, 10th Floor, New York, New York 10018.
OppenheimerFunds Services, a division of the Manager, acts
as transfer and shareholder servicing agent on an at-cost
basis for both Trinity Value Fund and Value Fund and for
certain other open-end funds managed by the Manager and its
affiliates.

Distribution - Pursuant to General Distributor's
Agreements, the Distributor acts as principal underwriter
in a continuous public offering of shares of Trinity Value
Fund and Value Fund, but is not obligated to sell a
specific number of shares. Expenses normally attributable
to sales, including advertising and the cost of printing
and mailing prospectuses other than those furnished to
existing shareholders, are borne by the Distributor, except
for those for which the Distributor is paid under each
Fund's Rule 12b-1 Distribution and Service Plan described
below.

Both Funds have adopted a Service Plan and Agreement
under Rule 12b-1 of the Investment Company Act for their
Class A shares. The Service Plan provides for the
reimbursement to the Distributor for a portion of its costs
incurred in connection with the personal service and
maintenance of accounts that hold Class A shares. Under
the plan, payment is made quarterly at an annual rate that
may not exceed 0.25% of the average annual net assets of
Class A shares of the Funds. The Distributor currently
uses all of those fees to compensate dealers, brokers,
banks and other financial institutions quarterly for
expenses they incur in providing personal service and
maintenance of accounts of their customers that hold Class
A shares.

Both Funds have adopted Distribution and Service
Plans under Rule 12b-1 of the 1940 Act for their Class B,
Class C and Class N shares. The Funds' Plans compensate
the Distributor for its services in distributing Class B,
Class C and Class N shares and servicing accounts. Under
both Funds' Plans, the Funds pay the Distributor an
asset-based sales charge at an annual rate of 0.75% of
Class B and Class C assets, and an annual asset-based sales
charge of 0.25% on Class N shares. The Distributor also
receives a service fee 0.25% of average annual net assets
under each plan. All fee amounts are computed on the
average annual net assets of the class determined as of the
close of each regular business day of each Fund. The
Distributor uses all of the service fees to compensate
broker-dealers for providing personal services and
maintenance of accounts of their customers that hold shares
of the Funds. The Class B and Class N asset-based sales
charges are retained by the Distributor. After the first
year, the Class C asset-based sales charges are paid to
broker-dealers who hold or whose clients hold Class C
shares as an ongoing concession for shares that have been
outstanding for a year or more.

Purchases and Redemptions - Both Funds are part of
the OppenheimerFunds family of mutual funds. The
procedures for purchases, exchanges and redemptions of
shares of the Funds are identical. Shares of either Fund
may be exchanged for shares of the same class of other
Oppenheimer funds offering such shares. Exchange
privileges are subject to amendment or termination at any
time.

Both Funds have the same initial and subsequent
minimum investment amounts for the purchase of shares.
These amounts are $1,000 and $25, respectively. Both Funds
have a maximum initial sales charge of 5.75% on Class A
shares for purchases of less than $25,000. The sales
charge of 5.75% is reduced for purchases of Class A shares
of $25,000 or more. Investors who purchase $1 million or
more of Class A shares pay no initial sales charge but may
have to pay a contingent deferred sales charge of up to 1%
if the shares are sold within 18 calendar months from the
end of the calendar month during which they were
purchased. Class B shares of the Funds are sold without a
front-end sales charge but may be subject to a contingent
deferred sales charge ("CDSC") upon redemption depending on
the length of time the shares are held. The CDSC begins at
5% for shares redeemed in the first year and declines to 1%
in the sixth year and is eliminated after that. Class C
shares may be purchased without an initial sales charge,
but if redeemed within 12 months of buying them, a CDSC of
1% may be deducted. Class N shares are, purchased without
an initial sales charge, but if redeemed within 18 months
of the retirement plan's first purchase of N shares, a CDSC
of 1% may be deducted.

Class A, Class B, Class C, Class N and Class Y shares
of Value Fund received in the Reorganization will be issued
at net asset value, without a sales charge and no CDSC will
be imposed on any Trinity Value Fund shares exchanged for
Value Fund shares as a result of the Reorganization.
However, any CDSC that applies to Trinity Value Fund shares
as of the date of the exchange will carry over to Value
Fund shares received in the Reorganization.

Shareholder Services--Both Funds also offer the
following privileges: (i) Right of Accumulation, (ii)
Letter of Intent, (iii) reinvestment of dividends and
distributions at net asset value, (iv) net asset value
purchases by certain individuals and entities, (v) Asset
Builder (automatic investment) Plans, (vi) Automatic
Withdrawal and Exchange Plans for shareholders who own
shares of the Funds valued at $5,000 or more, (vii)
AccountLink and PhoneLink arrangements, (viii) exchanges of
shares for shares of the same class of certain other funds
at net asset value, and (ix) telephone and Internet
redemption and exchange privileges. All of such services
and privileges are subject to amendment or termination at
any time and are subject to the terms of the Funds'
respective prospectuses.

Dividends and Distributions - Both Funds intend to
declare dividends separately for each class of shares from
net investment income on an annual basis and to pay those
dividends to shareholders in December on a date selected by
the Board of Trustees of each Fund. Dividends and the
distributions paid on Class A, Class B, Class C, Class N or
Class Y shares may vary over time, depending on market
conditions, the composition of the Funds' portfolios, and
expenses borne by the particular class of shares.
Dividends paid on Class A shares will generally be higher
than those paid on Class B, Class C, Class N or Class Y
shares, which normally have higher expenses than Class A.
The Funds have no fixed dividend rates and there can be no
guarantee that either Fund will pay any dividends or
distributions.

Either Fund may realize capital gains on the sale of
portfolio securities. If it does, it may make
distributions out of any net short-term or long-term
capital gains in December of each year. The Funds may make
supplemental distributions of dividends and capital gains
following the end of their fiscal years.

VOTING INFORMATION

How many votes are necessary to approve the Reorganization
Agreement?

The affirmative vote of the holders of a majority of
the total number of shares of Trinity Value Fund
outstanding and entitled to vote is necessary to approve
the Reorganization Agreement and the transactions
contemplated thereby. Each shareholder will be entitled to
one vote for each full share, and a fractional vote for
each fractional share of Trinity Value Fund held on the
Record Date. If sufficient votes to approve the proposal
are not received by the date of the Meeting, the Meeting
may be adjourned to permit further solicitation of
proxies. The holders of a majority of shares entitled to
vote at the Meeting and present in person or by proxy
(whether or not sufficient to constitute a quorum) may
adjourn the Meeting to permit further solicitation of
proxies.

How do I ensure my vote is accurately recorded?

You can vote in either of two ways:

o By mail, with the enclosed proxy card.
o In person at the Meeting.

A proxy card is, in essence, a ballot. If you simply
sign and date the proxy but give no voting instructions,
your shares will be voted in favor of the Reorganization
Agreement. Shareholders may also be able to vote by
telephone to the extent permitted by state law.

Can I revoke my proxy?

Yes. You may revoke your proxy at any time before it
is voted by (i) writing to the Secretary of Trinity Value
Fund at 498 Seventh Avenue, 10th Floor, New York, New York
10018 (if received in time to be acted upon); (ii)
attending the Meeting and voting in person; or (iii)
signing and returning a later-dated proxy (if returned and
received in time to be voted).

What other matters will be voted upon at the Meeting?

The Board of Trustees of Trinity Value Fund does not
intend to bring any matters before the Meeting other than
those described in this proxy. It is not aware of any
other matters to be brought before the Meeting by others.
If any other matters legally come before the Meeting, the
proxy ballots confer discretionary authority with respect
to such matters, and it is the intention of the persons
named to vote proxies to vote in accordance with their
judgment in such matters.

Who is entitled to vote?

Shareholders of record of Trinity Value Fund at the
close of business on July 9, 2003 (the "record date") will
be entitled to vote at the Meeting. On ________, there
were ____________outstanding shares of Trinity Value Fund,
consisting of _____________ Class A shares, ____________
Class B shares, ___________ Class C shares, _________ Class
N shares and ________ Class Y shares. On __________ there
were _________ outstanding shares of Value Fund, consisting
of ___________ Class A shares, __________ Class B shares,
_________ Class C shares, _________ Class N shares and
_________ Class Y shares. Under relevant state law and
Trinity Value Fund's charter documents, proxies
representing abstentions and broker non-votes will be
included for purposes of determining whether a quorum is
present at the Meeting, but will be treated as votes not
cast and, therefore, will not be counted for purposes of
determining whether the matters and proposals and motions
to be voted upon at the Meeting have been approved. For
purposes of the Meeting, a majority of shares outstanding
and entitled to vote, present in person or represented by
proxy, constitutes a quorum. Value Fund shareholders do
not vote on the Reorganization.

What other solicitations will be made?

Trinity Value Fund will request broker-dealer firms,
custodians, nominees and fiduciaries to forward proxy
material to the beneficial owners of the shares of record,
and may reimburse them for their reasonable expenses
incurred in connection with such proxy solicitation. In
addition to solicitations by mail, officers of Trinity
Value Fund or officers and employees of OppenheimerFunds
Services, without extra pay, may conduct additional
solicitations personally or by telephone or telegraph. Any
expenses so incurred will be borne by OppenheimerFunds
Services. Proxies may also be solicited by a proxy
solicitation firm hired at Trinity Value Fund's expense. If
a proxy solicitation firm is hired, it is anticipated that
the cost of engaging a proxy solicitation firm would not
exceed $32,000, plus the additional costs which would be
incurred in connection with contacting those shareholders
who have not voted, in the event of a need for
resolicitation of votes.

Shares owned of record by broker-dealers for the
benefit of their customers ("street account shares") will
be voted by the broker-dealer based on instructions
received from its customers. If no instructions are
received, and the broker-dealer does not have discretionary
power to vote such street account shares under applicable
stock exchange rules, the shares represented thereby will
be considered to be present at the Meeting for purposes of
only determining the quorum ("broker non-votes"). Because
of the need to obtain a majority vote for the
Reorganization proposal to pass, broker non-votes will have
the same effect as a vote "against" the Proposal.

Are there appraisal rights?

No. Under the 1940 Act, shareholders do not have
rights of appraisal as a result of the Reorganization.
Although appraisal rights are unavailable, you have the
right to redeem your shares at net asset value until the
closing date for the Reorganization. After the closing
date, you may redeem your new Value Fund shares or exchange
them into shares of certain other funds in the
OppenheimerFunds family of mutual funds, subject to the
terms of the prospectuses of both funds.

INFORMATION ABOUT VALUE FUND

Information about Value Fund is included in Value
Fund's Prospectus, which is attached to and considered a
part of this Prospectus and Proxy Statement. Additional
information about Value Fund is included the Fund's
Statement of Additional Information dated December 23,
2002., its Annual Report and Semi-Annual Reports dated
October 31, 2002 and February 28, 2003, respectively, which
have been filed with the SEC and are incorporated herein by
reference. You may request a free copy of these materials
and other information by calling 1.800.525.7048 or by
writing to Value Fund at OppenheimerFunds Services, P.O.
Box 5270, Denver, CO 80217. Value Fund also files proxy
materials, reports and other information with the SEC in
accordance with the informational requirements of the
Securities and Exchange Act of 1934 and the 1940 Act.
These materials can be inspected and copied at: the SEC's
Public Reference Room in Washington, D.C. (Phone:
1.202.942.8090) or the EDGAR database on the SEC's Internet
website at http://www.sec.gov. Copies may be obtained upon
payment of a duplicating fee by electronic request at the
SEC's e-mail address: PUBLICINFO@SEC.GOV or by writing to
------------------
the SEC's Public Reference Section, Washington, D.C.
20549-0102.

INFORMATION ABOUT TRINITY VALUE FUND

Information about Trinity Value Fund is included in
the current Trinity Value Fund Prospectus. This document
has been filed with the SEC and is incorporated by
reference herein. Additional information about Trinity
Value Fund is also included in the Fund's Statement of
Additional Information dated September 24, 2002, as revised
October 15, 2002, Annual Report dated July 31, 2002 and
Semi-Annual Report dated January 31, 2003, which have been
filed with the SEC and are incorporated by reference
herein. You may request free copies of these or other
documents relating to Trinity Value Fund by calling
1.800.525.7048 or by writing to OppenheimerFunds Services,
P.O. Box 5270, Denver, CO 80217. Reports and other
information filed by Trinity Value Fund can be inspected
and copied at: the SEC's Public Reference Room in
Washington, D.C. (Phone: 1.202.942.8090) or the EDGAR
database on the SEC's Internet web-site at
http://www.sec.gov. Copies may be obtained upon payment of
a duplicating fee by electronic request at the SEC's e-mail
address: PUBLICINFO@SEC.GOV or by writing to the SEC's
------------------
Public Reference Section, Washington, D.C. 20549-0102.

PRINCIPAL SHAREHOLDERS

As of July 9, 2003, the officers and Trustees of Trinity
Value Fund, as a group, owned less than 1% of the
outstanding voting shares of Trinity Value Fund and Value
Fund. As of July 9, 2003, the only persons who owned of
record or was known by the Trinity Value Fund to own
beneficially 5% or more of any class of the Fund's
outstanding shares were as follows:

By Order of the Board of Trustees

Robert G. Zack, Secretary

July 5, 2003

EXHIBITS TO THE COMBINED PROXY
STATEMENT AND PROSPECTUS

Exhibit
- -------

A Agreement and Plan of Reorganization between
Oppenheimer Trinity Value Fund and Oppenheimer Value
Fund

EXHIBIT A

AGREEMENT AND PLAN OF REORGANIZATION

AGREEMENT AND PLAN OF REORGANIZATION (the
"Agreement") dated as of April 28, 2003 by and between
Oppenheimer Trinity Value Fund ("Trinity Value Fund"), a
Massachusetts business trust and Oppenheimer Value Fund
("Value Fund"), a Massachusetts business trust.

W I T N E S S E T H:

WHEREAS, the parties are each open-end investment
companies of the management type; and

WHEREAS, the parties hereto desire to provide for
the reorganization pursuant to Section 368(a)(1) of the
Internal Revenue Code of 1986, as amended (the "Code"), of
Trinity Value Fund through the acquisition by Value Fund
of substantially all of the assets of Trinity Value Fund
in exchange for the voting shares of beneficial interest
("shares") of Class A, Class B, Class C, Class N and Class
Y shares of Value Fund and the assumption by Value Fund of
certain liabilities of Trinity Value Fund, which Class A,
Class B, Class C, Class N and Class Y shares of Value Fund
are to be distributed by Trinity Value Fund pro rata to
its shareholders in complete liquidation of Trinity Value
Fund and complete cancellation of its shares;

NOW, THEREFORE, in consideration of the mutual
promises herein contained, the parties hereto agree as
follows:

1. The parties hereto hereby adopt this Agreement
and Plan of Reorganization (the "Agreement") pursuant to
Section 368(a)(1) of the Code as follows: The
reorganization will be comprised of the acquisition by
Value Fund of substantially all of the assets of Trinity
Value Fund in exchange for Class A, Class B, Class C,
Class N and Class Y shares of Value Fund and the
assumption by Value Fund of certain liabilities of Trinity
Value Fund, followed by the distribution of such Class A,
Class B, Class C, Class N and Class Y shares of Value Fund
to the Class A, Class B, Class C, Class N and Class Y
shareholders of Trinity Value Fund in exchange for their
Class A, Class B, Class C, Class N and Class Y shares of
Trinity Value Fund, all upon and subject to the terms of
the Agreement hereinafter set forth.

The share transfer books of Trinity Value Fund
will be permanently closed at the close of business on the
Valuation Date (as hereinafter defined) and only
redemption requests received in proper form on or prior to
the close of business on the Valuation Date shall be
fulfilled by Trinity Value Fund; redemption requests
received by Trinity Value Fund after that date shall be
treated as requests for the redemption of the shares of
Value Fund to be distributed to the shareholder in
question as provided in Section 5 hereof.

2. On the Closing Date (as hereinafter defined), all
of the assets of Trinity Value Fund on that date, excluding
a cash reserve (the "cash reserve") to be retained by
Trinity Value Fund sufficient in its discretion for the
payment of the expenses of Trinity Value Fund's dissolution
and its liabilities, but not in excess of the amount
contemplated by Section 10E, shall be delivered as provided
in Section 8 to Value Fund, in exchange for and against
delivery to Trinity Value Fund on the Closing Date of a
number of Class A, Class B, Class C, Class N and Class Y
shares of Value Fund, having an aggregate net asset value
equal to the value of the assets of Trinity Value Fund so
transferred and delivered.

3. The net asset value of Class A, Class B, Class C,
Class N and Class Y shares of Value Fund and the value of
the assets of Trinity Value Fund to be transferred shall in
each case be determined as of the close of business of The
New York Stock Exchange on the Valuation Date. The
computation of the net asset value of the Class A, Class B,
Class C, Class N and Class Y shares of Value Fund and the
Class A, Class B, Class C, Class N and Class Y shares of
Trinity Value Fund shall be done in the manner used by
Value Fund and Trinity Value Fund, respectively, in the
computation of such net asset value per share as set forth
in their respective prospectuses. The methods used by
Value Fund in such computation shall be applied to the
valuation of the assets of Trinity Value Fund to be
transferred to Value Fund.

Trinity Value Fund shall declare and pay,
immediately prior to the Valuation Date, a dividend or
dividends which, together with all previous such dividends,
shall have the effect of distributing to Trinity Value
Fund's shareholders all of Trinity Value Fund's investment
company taxable income for taxable years ending on or prior
to the Closing Date (computed without regard to any
dividends paid) and all of its net capital gain, if any,
realized in taxable years ending on or prior to the Closing
Date (after reduction for any capital loss carry-forward).

4. The closing (the "Closing") shall be at the
offices of OppenheimerFunds, Inc. (the "Agent"), 6803 S
Tucson Way, Centennial, CO 80112, on such time or such
place as the parties may designate or as provided below
(the "Closing Date"). The business day preceding the
Closing Date is herein referred to as the "Valuation Date."

In the event that on the Valuation Date either
party has, pursuant to the Investment Company Act of 1940,
as amended (the "Act"), or any rule, regulation or order
thereunder, suspended the redemption of its shares or
postponed payment therefore, the Closing Date shall be
postponed until the first business day after the date when
both parties have ceased such suspension or postponement;
provided, however, that if such suspension shall continue
for a period of 60 days beyond the Valuation Date, then the
other party to the Agreement shall be permitted to
terminate the Agreement without liability to either party
for such termination.

5. In conjunction with the Closing, Trinity Value
Fund shall distribute on a pro rata basis to the
shareholders of Trinity Value Fund as of the Valuation Date
Class A, Class B, Class C, Class N and Class Y shares of
Value Fund received by Trinity Value Fund on the Closing
Date in exchange for the assets of Trinity Value Fund in
complete liquidation of Trinity Value Fund; for the purpose
of the distribution by Trinity Value Fund of Class A, Class
B, Class C, Class N and Class Y shares of Value Fund to
Trinity Value Fund's shareholders, Value Fund will promptly
cause its transfer agent to: (a) credit an appropriate
number of Class A, Class B, Class C, Class N and Class Y
shares of Value Fund on the books of Value Fund to each
Class A, Class B, Class C, Class N and Class Y shareholder
of Trinity Value Fund in accordance with a list (the
"Shareholder List") of Trinity Value Fund shareholders
received from Trinity Value Fund; and (b) confirm an
appropriate number of Class A, Class B, Class C, Class N
and Class Y shares of Value Fund to each Class A, Class B,
Class C, Class N and Class Y shareholder of Trinity Value
Fund; certificates for Class A shares of Value Fund will be
issued upon written request of a former shareholder of
Trinity Value Fund but only for whole shares, with
fractional shares credited to the name of the shareholder
on the books of Value Fund and only after any share
certificates for Trinity Value Fund are returned to the
transfer agent.

The Shareholder List shall indicate, as of the
close of business on the Valuation Date, the name and
address of each shareholder of Trinity Value Fund,
indicating his or her share balance. Trinity Value Fund
agrees to supply the Shareholder List to Value Fund not
later than the Closing Date. Shareholders of Trinity Value
Fund holding certificates representing their shares shall
not be required to surrender their certificates to anyone
in connection with the reorganization. After the Closing
Date, however, it will be necessary for such shareholders
to surrender their certificates in order to redeem,
transfer or pledge the shares of Value Fund which they
received.

6. Within one year after the Closing Date, Trinity
Value Fund shall (a) either pay or make provision for
payment of all of its liabilities and taxes, and (b) either
(i) transfer any remaining amount of the cash reserve to
Value Fund, if such remaining amount (as reduced by the
estimated cost of distributing it to shareholders) is not
material (as defined below) or (ii) distribute such
remaining amount to the shareholders of Trinity Value Fund
on the Valuation Date. Such remaining amount shall be
deemed to be material if the amount to be distributed,
after deduction of the estimated expenses of the
distribution, equals or exceeds one cent per share of
Trinity Value Fund outstanding on the Valuation Date.

7. Prior to the Closing Date, there shall be
coordination between the parties as to their respective
portfolios so that, after the Closing, Value Fund will be
in compliance with all of its investment policies and
restrictions. At the Closing, Trinity Value Fund shall
deliver to Value Fund two copies of a list setting forth
the securities then owned by Trinity Value Fund. Promptly
after the Closing, Trinity Value Fund shall provide Value
Fund a list setting forth the respective federal income tax
bases thereof.

8. Portfolio securities or written evidence
acceptable to Value Fund of record ownership thereof by The
Depository Trust Company or through the Federal Reserve
Book Entry System or any other depository approved by
Trinity Value Fund pursuant to Rule 17f-4 and Rule 17f-5
under the Act shall be endorsed and delivered, or
transferred by appropriate transfer or assignment
documents, by Trinity Value Fund on the Closing Date to
Value Fund, or at its direction, to its custodian bank, in
proper form for transfer in such condition as to constitute
good delivery thereof in accordance with the custom of
brokers and shall be accompanied by all necessary state
transfer stamps, if any. The cash delivered shall be in
the form of certified or bank cashiers' checks or by bank
wire or intra-bank transfer payable to the order of Value
Fund for the account of Value Fund. Class A, Class B,
Class C, Class N and Class Y shares of Value Fund
representing the number of Class A, Class B, Class C, Class
N and Class Y shares of Value Fund being delivered against
the assets of Trinity Value Fund, registered in the name of
Trinity Value Fund, shall be transferred to Trinity Value
Fund on the Closing Date. Such shares shall thereupon be
assigned by Trinity Value Fund to its shareholders so that
the shares of Value Fund may be distributed as provided in
Section 5.

If, at the Closing Date, Trinity Value Fund is unable to
make delivery under this Section 8 to Value Fund of any of
its portfolio securities or cash for the reason that any of
such securities purchased by Trinity Value Fund, or the
cash proceeds of a sale of portfolio securities, prior to
the Closing Date have not yet been delivered to it or
Trinity Value Fund's custodian, then the delivery
requirements of this Section 8 with respect to said
undelivered securities or cash will be waived and Trinity
Value Fund will deliver to Value Fund by or on the Closing
Date with respect to said undelivered securities or cash
executed copies of an agreement or agreements of assignment
in a form reasonably satisfactory to Value Fund, together
with such other documents, including a due bill or due
bills and brokers' confirmation slips as may reasonably be
required by Value Fund.

9. Value Fund shall not assume the liabilities
(except for portfolio securities purchased which have not
settled and for shareholder redemption and dividend checks
outstanding) of Trinity Value Fund, but Trinity Value Fund
will, nevertheless, use its best efforts to discharge all
known liabilities, so far as may be possible, prior to the
Closing Date. The cost of printing and mailing the proxies
and proxy statements will be borne by Trinity Value Fund.
Trinity Value Fund and Value Fund will bear the cost of
their respective tax opinion. Any documents such as
existing prospectuses or annual reports that are included
in that mailing will be a cost of the Fund issuing the
document. Any other out-of-pocket expenses of Value Fund
and Trinity Value Fund associated with this reorganization,
including legal, accounting and transfer agent expenses,
will be borne by Trinity Value Fund and Value Fund,
respectively, in the amounts so incurred by each.

10. The obligations of Value Fund hereunder shall be
subject to the following conditions:

A. The Board of Trustees of Trinity Value Fund shall
have authorized the execution of the Agreement, and the
shareholders of Trinity Value Fund shall have approved the
Agreement and the transactions contemplated hereby, and
Trinity Value Fund shall have furnished to Value Fund
copies of resolutions to that effect certified by the
Secretary or the Assistant Secretary of Trinity Value Fund;
such shareholder approval shall have been by the
affirmative vote required by the Massachusetts Law and its
charter documents at a meeting for which proxies have been
solicited by the Prospectus and Proxy Statement (as
hereinafter defined).

B. Value Fund shall have received an opinion dated as
of the Closing Date from counsel to Trinity Value Fund, to
the effect that (i) Trinity Value Fund is a business trust
duly organized, validly existing and in good standing under
the laws of the State of Massachusetts with full corporate
powers to carry on its business as then being conducted and
to enter into and perform the Agreement; and (ii) that all
action necessary to make the Agreement, according to its
terms, valid, binding and enforceable on Trinity Value Fund
and to authorize effectively the transactions contemplated
by the Agreement have been taken by Trinity Value Fund.
Massachusetts counsel may be relied upon for this opinion.

C. The representations and warranties of Trinity
Value Fund contained herein shall be true and correct at
and as of the Closing Date, and Value Fund shall have been
furnished with a certificate of the President, or a Vice
President, or the Secretary or the Assistant Secretary or
the Treasurer of Trinity Value Fund, dated as of the
Closing Date, to that effect.

D. On the Closing Date, Trinity Value Fund shall have
furnished to Value Fund a certificate of the Treasurer
or Assistant Treasurer of Trinity Value Fund as to the
amount of the capital loss carry-over and net unrealized
appreciation or depreciation, if any, with respect to
Trinity Value Fund as of the Closing Date.

E. The cash reserve shall not exceed 10% of the value of
the net assets, nor 30% in value
of the gross assets, of Trinity Value Fund at the close of
business on the Valuation Date.

F. A Registration Statement on Form N-14 filed by Value
Fund under the Securities Act of 1933, as amended (the
"1933 Act"), containing a preliminary form of the
Prospectus and Proxy Statement, shall have become
effective under the 1933 Act.

G. On the Closing Date, Value Fund shall have
received a letter of Robert G. Zack or other senior
executive officer of OppenheimerFunds, Inc. acceptable to
Value Fund, stating that nothing has come to his or her
attention which in his or her judgment would indicate that
as of the Closing Date there were any material, actual or
contingent liabilities of Trinity Value Fund arising out of
litigation brought against Trinity Value Fund or claims
asserted against it, or pending or to the best of his or
her knowledge threatened claims or litigation not reflected
in or apparent from the most recent audited financial
statements and footnotes thereto of Trinity Value Fund
delivered to Value Fund. Such letter may also include such
additional statements relating to the scope of the review
conducted by such person and his or her responsibilities
and liabilities as are not unreasonable under the
circumstances.

H. Value Fund shall have received an opinion, dated as
of the Closing Date, of KPMG LLP, to the same effect as the
opinion contemplated by Section 11.E. of the Agreement.

I. Value Fund shall have received at the Closing all of
the assets of Trinity Value Fund to be conveyed hereunder,
which assets shall be free and clear of all liens,
encumbrances, security interests, restrictions and
limitations whatsoever. The obligations of Trinity Value
Fund hereunder shall be subject to the following
conditions:

A. The Board of Trustees of Value Fund shall have
authorized the execution of the Agreement, and the
transactions contemplated thereby, and Value Fund shall
have furnished to Trinity Value Fund copies of resolutions
to that effect certified by the Secretary or the Assistant
Secretary of Value Fund.

B. Trinity Value Fund's shareholders shall have
approved the Agreement and the transactions contemplated
hereby, by an affirmative vote required by the
Massachusetts Law and its charter documents and Trinity
Value Fund shall have furnished Value Fund copies of
resolutions to that effect certified by the Secretary or an
Assistant Secretary of Trinity Value Fund.

C. Trinity Value Fund shall have received an opinion
dated as of the Closing Date from counsel to Value Fund, to
the effect that (i) Value Fund is a business trust duly
organized, validly existing and in good standing under the
laws of the Commonwealth of Massachusetts with full powers
to carry on its business as then being conducted and to
enter into and perform the Agreement; (ii) all actions
necessary to make the Agreement, according to its terms,
valid, binding and enforceable upon Value Fund and to
authorize effectively the transactions contemplated by the
Agreement have been taken by Value Fund, and (iii) the
shares of Value Fund to be issued hereunder are duly
authorized and when issued will be validly issued,
fully-paid and non-assessable, except as set forth under
"Shareholder and Trustee Liability" in Value Fund's
Statement of Additional Information. Massachusetts counsel
may be relied upon for this opinion.

D. The representations and warranties of Value Fund
contained herein shall be true and correct at and as of the
Closing Date, and Trinity Value Fund shall have been
furnished with a certificate of the President, a Vice
President or the Secretary or the Assistant Secretary or
the Treasurer of the Trust to that effect dated as of the
Closing Date.

E. Trinity Value Fund shall have received an opinion
of KPMG LLP to the effect that the federal tax consequences
of the transaction, if carried out in the manner outlined
in the Agreement and in accordance with (i) Trinity Value
Fund's representation that there is no plan or intention by
any Trinity Value Fund shareholder who owns 5% or more of
Trinity Value Fund's outstanding shares, and, to Trinity
Value Fund's best knowledge, there is no plan or intention
on the part of the remaining Trinity Value Fund
shareholders, to redeem, sell, exchange or otherwise
dispose of a number of Value Fund shares received in the
transaction that would reduce Trinity Value Fund
shareholders' ownership of Value Fund shares to a number of
shares having a value, as of the Closing Date, of less than
50% of the value of all of the formerly outstanding Trinity
Value Fund shares as of the same date, and (ii) the
representation by each of Trinity Value Fund and Value Fund
that, as of the Closing Date, Trinity Value Fund and Value
Fund will qualify as regulated investment companies or will
meet the diversification test of Section 368(a)(2)(F)(ii)
of the Code, will be as follows:

1. The transactions contemplated by the Agreement will
qualify as a tax-free "reorganization" within the meaning
of Section 368(a)(1) of the Code, and under the regulations
promulgated thereunder.

2. Trinity Value Fund and Value Fund will each
qualify as a "party to a reorganization" within the meaning
of Section 368(b)(2) of the Code.

3. No gain or loss will be recognized by the
shareholders of Trinity Value Fund upon the distribution of
Class A, Class B and Class C shares of beneficial interest
in Value Fund to the shareholders of Trinity Value Fund
pursuant to Section 354 of the Code.

4. Under Section 361(a) of the Code no gain or loss
will be recognized by Trinity Value Fund by reason of the
transfer of substantially all its assets in exchange for
Class A, Class B and Class C shares of Value Fund.

5. Under Section 1032 of the Code no gain or loss
will be recognized by Value Fund by reason of the transfer
of substantially all of Trinity Value Fund's assets in
exchange for Class A, Class B and Class C shares of Value
Fund and Value Fund's assumption of certain liabilities of
Trinity Value Fund.

6. The shareholders of Trinity Value Fund will have
the same tax basis and holding period for the Class A,
Class B and Class C shares of beneficial interest in Value
Fund that they receive as they had for Trinity Value Fund
shares that they previously held, pursuant to Section
358(a) and 1223(1), respectively, of the Code.

7. The securities transferred by Trinity Value Fund
to Value Fund will have the same tax basis and holding
period in the hands of Value Fund as they had for Trinity
Value Fund, pursuant to Section 362(b) and 1223(1),
respectively, of the Code.

F. The cash reserve shall not exceed 10% of the value
of the net assets, nor 30% in value of the gross assets, of
Trinity Value Fund at the close of business on the
Valuation Date.

G. A Registration Statement on Form N-14 filed by
Value Fund under the 1933 Act, containing a preliminary
form of the Prospectus and Proxy Statement, shall have
become effective under the 1933 Act.

H. On the Closing Date, Trinity Value Fund shall have
received a letter of Robert G. Zack or other senior
executive officer of OppenheimerFunds, Inc. acceptable to
Trinity Value Fund, stating that nothing has come to his or
her attention which in his or her judgment would indicate
that as of the Closing Date there were any material, actual
or contingent liabilities of Value Fund arising out of
litigation brought against Value Fund or claims asserted
against it, or pending or, to the best of his or her
knowledge, threatened claims or litigation not reflected in
or apparent by the most recent audited financial statements
and footnotes thereto of Value Fund delivered to Trinity
Value Fund. Such letter may also include such additional
statements relating to the scope of the review conducted by
such person and his or her responsibilities and liabilities
as are not unreasonable under the circumstances.

I. Trinity Value Fund shall acknowledge receipt of the
Class A, Class B and Class C shares of Value Fund.

12. Trinity Value Fund hereby represents and warrants
that:

A. The audited financial statements of Trinity Value
Fund as of July 31, 2002 and unaudited financial statements
as of January 31, 2003 heretofore furnished to Value Fund,
present fairly the financial position, results of
operations, and changes in net assets of Trinity Value Fund
as of that date, in conformity with generally accepted
accounting principles applied on a basis consistent with
the preceding year; and that from January 31, 2003 through
the date hereof there have not been, and through the
Closing Date there will not be, any material adverse change
in the business or financial condition of Trinity Value
Fund, it being agreed that a decrease in the size of
Trinity Value Fund due to a diminution in the value of its
portfolio and/or redemption of its shares shall not be
considered a material adverse change;

B. Contingent upon approval of the Agreement and the
transactions contemplated thereby by Trinity Value Fund's
shareholders, Trinity Value Fund has authority to transfer
all of the assets of Trinity Value Fund to be conveyed
hereunder free and clear of all liens, encumbrances,
security interests, restrictions and limitations whatsoever;

C. The Prospectus, as amended and supplemented,
contained in Trinity Value Fund's Registration Statement
under the 1933 Act, as amended, is true, correct and
complete, conforms to the requirements of the 1933 Act and
does not contain any untrue statement of a material fact or
omit to state a material fact required to be stated therein
or necessary to make the statements therein not
misleading. The Registration Statement, as amended, was,
as of the date of the filing of the last Post-Effective
Amendment, true, correct and complete, conformed to the
requirements of the 1933 Act and did not contain any untrue
statement of a material fact or omit to state a material
fact required to be stated therein or necessary to make the
statements therein not misleading;

D. There is no material contingent liability of
Trinity Value Fund and no material claim and no material
legal, administrative or other proceedings pending or, to
the knowledge of Trinity Value Fund, threatened against
Trinity Value Fund, not reflected in such Prospectus;

E. Except for the Agreement, there are no material
contracts outstanding to which Trinity Value Fund is a
party other than those ordinary in the conduct of its
business;

F. Trinity Value Fund is a Massachusetts business
trust duly organized, validly existing and in good standing
under the laws of the State of Massachusetts; and has all
necessary and material Federal and state authorizations to
own all of its assets and to carry on its business as now
being conducted; and Trinity Value Fund that is duly
registered under the Act and such registration has not been
rescinded or revoked and is in full force and effect;

G. All Federal and other tax returns and reports of
Trinity Value Fund required by law to be filed have been
filed, and all federal and other taxes shown due on said
returns and reports have been paid or provision shall have
been made for the payment thereof and to the best of the
knowledge of Trinity Value Fund no such return is currently
under audit and no assessment has been asserted with
respect to such returns and to the extent such tax returns
with respect to the taxable year of Trinity Value Fund
ended July 31, 2002 have not been filed, such returns will
be filed when required and the amount of tax shown as due
thereon shall be paid when due; and

H. Trinity Value Fund has elected that Trinity Value
Fund be treated as a regulated investment company and, for
each fiscal year of its operations, Trinity Value Fund has
met the requirements of Subchapter M of the Code for
qualification and treatment as a regulated investment
company and Trinity Value Fund intends to meet such
requirements with respect to its current taxable year.

13. Value Fund hereby represents and warrants that:

A. The audited financial statements of Value Fund as of
October 31, 2002 and unaudited financial statements as of
February 28, 2003 heretofore furnished to Trinity Value
Fund, present fairly the financial position, results of
operations, and changes in net assets of Value Fund, as of
that date, in conformity with generally accepted accounting
principles applied on a basis consistent with the preceding
year; and that from February 28, 2003 through the date
hereof there have not been, and through the Closing Date
there will not be, any material adverse changes in the
business or financial condition of Value Fund, it being
understood that a decrease in the size of Value Fund due to
a diminution in the value of its portfolio and/or
redemption of its shares shall not be considered a material
or adverse change;

B. The Prospectus, as amended and supplemented,
contained in Value Fund's Registration Statement under the
1933 Act, is true, correct and complete, conforms to the
requirements of the 1933 Act and does not contain any
untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to
make the statements therein not misleading. The
Registration Statement, as amended, was, as of the date of
the filing of the last Post-Effective Amendment, true,
correct and complete, conformed to the requirements of the
1933 Act and did not contain any untrue statement of a
material fact or omit to state a material fact required to
be stated therein or necessary to make the statements
therein not misleading;

C. Except for this Agreement, there is no material
contingent liability of Value Fund and no material claim
and no material legal, administrative or other proceedings
pending or, to the knowledge of Value Fund, threatened
against Value Fund, not reflected in such Prospectus;

D. There are no material contracts outstanding to
which Value Fund is a party other than those ordinary in
the conduct of its business;

E. Value Fund is a business trust duly organized,
validly existing and in good standing under the laws of the
Commonwealth of Massachusetts; Value Fund has all necessary
and material Federal and state authorizations to own all
its properties and assets and to carry on its business as
now being conducted; the Class A, Class B and Class C
shares of Value Fund which it issues to Trinity Value Fund
pursuant to the Agreement will be duly authorized, validly
issued, fully-paid and non-assessable, except as set forth
under "Shareholder & Trustee Liability" in Value Fund's
Statement of Additional Information, will conform to the
description thereof contained in Value Fund's Registration
Statement and will be duly registered under the 1933 Act
and in the states where registration is required; and Value
Fund is duly registered under the Act and such registration
has not been revoked or rescinded and is in full force and
effect;

F. All federal and other tax returns and reports of
Value Fund required by law to be filed have been filed, and
all federal and other taxes shown due on said returns and
reports have been paid or provision shall have been made
for the payment thereof and to the best of the knowledge of
Value Fund, no such return is currently under audit and no
assessment has been asserted with respect to such returns
and to the extent such tax returns with respect to the
taxable year of Value Fund ended October 31, 2002 have not
been filed, such returns will be filed when required and
the amount of tax shown as due thereon shall be paid when
due;

G. Value Fund has elected to be treated as a
regulated investment company and, for each fiscal year of
its operations, Value Fund has met the requirements of
Subchapter M of the Code for qualification and treatment as
a regulated investment company and Value Fund intends to
meet such requirements with respect to its current taxable
year;

H. Value Fund has no plan or intention (i) to dispose
of any of the assets transferred by Trinity Value Fund,
other than in the ordinary course of business, or (ii) to
redeem or reacquire any of the Class A, Class B, Class C,
Class N and Class Y shares issued by it in the
reorganization other than pursuant to valid requests of
shareholders; and

I. After consummation of the transactions
contemplated by the Agreement, Value Fund intends to
operate its business in a substantially unchanged manner.

14. Each party hereby represents to the other that no
broker or finder has been employed by it with respect to
the Agreement or the transactions contemplated hereby. Each
party also represents and warrants to the other that the
information concerning it in the Prospectus and Proxy
Statement will not as of its date contain any untrue
statement of a material fact or omit to state a fact
necessary to make the statements concerning it therein not
misleading and that the financial statements concerning it
will present the information shown fairly in accordance
with generally accepted accounting principles applied on a
basis consistent with the preceding year. Each party also
represents and warrants to the other that the Agreement is
valid, binding and enforceable in accordance with its terms
and that the execution, delivery and performance of the
Agreement will not result in any violation of, or be in
conflict with, any provision of any charter, by-laws,
contract, agreement, judgment, decree or order to which it
is subject or to which it is a party. Value Fund hereby
represents to and covenants with Trinity Value Fund that,
if the reorganization becomes effective, Value Fund will
treat each shareholder of Trinity Value Fund who received
any of Value Fund's shares as a result of the
reorganization as having made the minimum initial purchase
of shares of Value Fund received by such shareholder for
the purpose of making additional investments in shares of
Value Fund, regardless of the value of the shares of Value
Fund received.

15. Value Fund agrees that it will prepare and file a
Registration Statement on Form N-14 under the 1933 Act
which shall contain a preliminary form of Prospectus and
Proxy Statement contemplated by Rule 145 under the 1933
Act. The final form of such Prospectus and Proxy Statement
is referred to in the Agreement as the "Prospectus and
Proxy Statement." Each party agrees that it will use its
best efforts to have such Registration Statement declared
effective and to supply such information concerning itself
for inclusion in the Prospectus and Proxy Statement as may
be necessary or desirable in this connection. Trinity
Value Fund covenants and agrees to liquidate and dissolve
as soon as practicable to the extent required under the
laws of the State of Massachusetts, and, upon Closing, to
cause the cancellation of its outstanding shares.

16. The obligations of the parties shall be subject
to the right of either party to abandon and terminate the
Agreement for any reason and there shall be no liability
for damages or other recourse available to a party not so
terminating this Agreement, provided, however, that in the
event that a party shall terminate this Agreement without
reasonable cause, the party so terminating shall, upon
demand, reimburse the party not so terminating for all
expenses, including reasonable out-of-pocket expenses and
fees incurred in connection with this Agreement.

17. The Agreement may be executed in several
counterparts, each of which shall be deemed an original,
but all taken together shall constitute one Agreement. The
rights and obligations of each party pursuant to the
Agreement shall not be assignable.

18. All prior or contemporaneous agreements and
representations are merged into the Agreement, which
constitutes the entire contract between the parties
hereto. No amendment or modification hereof shall be of
any force and effect unless in writing and signed by the
parties and no party shall be deemed to have waived any
provision herein for its benefit unless it executes a
written acknowledgment of such waiver.

19. Value Fund understands that the obligations of
Trinity Value Fund under the Agreement are not binding upon
any Trustee or shareholder of Trinity Value Fund
personally, but bind only Trinity Value Fund and Trinity
Value Fund's property.

20. Trinity Value Fund understands that the
obligations of Value Fund under the Agreement are not
binding upon any trustee or shareholder of Value Fund
personally, but bind only Value Fund and Value Fund's
property. Trinity Value Fund represents that it has notice
of the provisions of the Declaration of Trust of Value Fund
disclaiming shareholder and trustee liability for acts or
obligations of Value Fund.

IN WITNESS WHEREOF, each of the parties has caused the
Agreement to be executed and attested by its officers
thereunto duly authorized on the date first set forth
above.

OPPENHEIMER TRINITY VALUE FUND

By: /s/ Robert G. Zack
Robert G. Zack
Secretary

OPPENHEIMER VALUE FUND

By: /s/ Robert G. Zack
Robert G. Zack
Secretary

Part B
- ------

STATEMENT OF ADDITIONAL INFORMATION
TO PROSPECTUS AND PROXY STATEMENT

Acquisition of the Assets of the
OPPENHEIMER TRINITY VALUE FUND

By and in exchange for Shares of the
OPPENHEIMER VALUE FUND

This Statement of Additional Information to this
Prospectus and Proxy Statement (the "SAI") relates
specifically to the proposed delivery of substantially all
of the assets of Oppenheimer Trinity Value Fund ("Trinity
Value Fund") for shares of Oppenheimer Value Fund ("Value
Fund").

This SAI consists of this Cover Page and the
following documents: (i) Annual and Semi-Annual Reports
dated July 31, 2002 and January 31, 2003, respectively, of
Trinity Value Fund; (ii) the Annual and Semi-Annual Reports
dated October 31, 2002 and February 28, 2003, respectively
of Value Fund; (iii) the Prospectus of Trinity Value Fund
dated September 24, 2002 as supplemented November 1, 2002;
(iv) the Statement of Additional Information of Trinity
Value Fund dated September 24, 2002 as revised October 15,
2002; and (iv) the Statement of Additional Information of
Value Fund dated December 23, 2002 as supplemented April
30, 2003.

This SAI is not a Prospectus; you should read this
SAI in conjunction with the Prospectus and Proxy Statement
dated July 5, 2003, relating to the above-referenced
transaction. You can request a copy of the Prospectus and
Proxy Statement by calling 1.800.525.7048 or by writing
OppenheimerFunds Services at P.O. Box 5270, Denver,
Colorado 80217. The date of this SAI is July 5, 2003.

Oppenheimer
Value Fund

Prospectus dated December 23, 2002

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

Oppenheimer Value Fund is a mutual fund. It seeks long-term growth of capital
by investing mainly in common stocks that the portfolio manager believes to
be undervalued.

(logo) OppenheimerFunds
The Right Way to Invest

5
Contents

About the Fund
- ------------------------------------------------------------------------------

The Fund's Investment Objective and Strategies

Main Risks of Investing in the Fund

The Fund's Past Performance

Fees and Expenses of the Fund

About the Fund's Investments

How the Fund is Managed

About Your Account
- ------------------------------------------------------------------------------

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

Special Investor Services
AccountLink
PhoneLink
OppenheimerFunds Internet Website
Retirement Plans

How to Sell Shares
By Wire
By Mail
By Telephone

How to Exchange Shares

Shareholder Account Rules and Policies

Dividends, Capital Gains and Taxes

Financial Highlights

ABOUT the fund

The Fund's Investment Objective and Strategies

WHAT IS THE FUND'S INVESTMENT OBJECTIVE? The Fund seeks long-term growth of
capital by investing primarily in common stocks with low price-earnings
ratios and better-than-anticipated earnings. Realization of current income is
a secondary consideration.

WHAT DOES THE FUND MAINLY INVEST IN? The Fund may invest mainly in common
stocks of different capitalization ranges. The Fund also can buy other
investments, including:
o Preferred stocks, rights and warrants and convertible debt securities,
and
o Securities of U.S. and foreign companies, although there are limits on
the Fund's investments in foreign securities.

HOW DOES THE PORTFOLIO MANAGER DECIDE WHAT SECURITIES TO BUY OR SELL? In
selecting securities for purchase or sale by the Fund, the Fund's portfolio
manager selects securities one at a time. This is called a "bottom up
approach." The portfolio manager uses a fundamental analysis to select
securities for the Fund that he believes are undervalued. While this process
and the inter-relationship of the factors used may change over time and its
implementation may vary in particular cases, the portfolio manager currently
considers the following factors when assessing a company's business prospects:
o Future supply/demand conditions for its key products,
o Product cycles,
o Quality of management,
o Competitive position in the market place,
o Reinvestment plans for cash generated, and
o Better-than-expected earnings reports.
Not all factors are relevant for every individual security.

The portfolio manager may consider selling a stock for one or more of the
following reasons:
o The stock price has reached its target,
o The company's fundamentals appear to be deteriorating, or
o Better stock selections are believed to have been identified.

WHO IS THE FUND DESIGNED FOR? The Fund is designed primarily for investors
seeking capital growth in their investment over the long term. Because the
Fund currently focuses its investments in stocks, those investors should be
willing to assume the risks of short-term share price fluctuations that are
typical for a fund that can have substantial stock investments. Since the
Fund's income level will fluctuate and will likely be small, it is not
designed for investors needing an assured level of current income. Because of
its focus on long-term total growth of capital, the Fund may be appropriate
for a portion of a retirement plan investment. However, the Fund is not a
complete investment program.

Main Risks of Investing in the Fund

All investments have risks to some degree. The Fund's investments are
subject to changes in value from a number of factors described below. There
is also the risk that poor security selection by the Fund's investment
Manager, OppenheimerFunds, Inc., will cause the Fund to underperform other
funds having similar objectives.

Risks of Investing in Stocks. Stocks fluctuate in price, and their short-term
volatility at times may be great. Because the Fund currently focuses its
investments in stocks, the value of the Fund's portfolio will be affected by
changes in the stock markets. Market risk will affect the Fund's per share
prices, which will fluctuate as the values of the Fund's portfolio securities
change.

A variety of factors can affect the price of a particular stock and
the prices of individual stocks do not all move in the same direction
uniformly or at the same time. Different stock markets may behave differently
from each other. In particular, because the Fund currently emphasizes
investments in stocks of U.S. issuers, it will be affected primarily by
changes in U.S. stock markets.

Additionally, stocks of issuers in a particular industry may be
affected by changes in economic conditions that affect that industry more
than others, or by changes in government regulations, availability of basic
resources or supplies, or other events affecting that industry. At times, the
Fund may increase the relative emphasis of its investments in a particular
industry. To the extent that the Fund is emphasizing investments in a
particular industry, its share values may fluctuate in response to events
affecting that industry.

Other factors can affect a particular stock's price, such as poor
earnings reports by the issuer, loss of major customers, major litigation
against the issuer, or changes in government regulations affecting the issuer
or its industry. The Fund currently emphasizes securities of larger companies
but it can also buy stocks of small- and medium-size companies, which may
have more volatile stock prices than stocks of larger companies.

Risks of Value Investing. Value investing seeks stocks having prices that are
low in relation to what is believed to be their real worth or
prospects. The Fund expects to realize appreciation in the value of its
holdings when other investors realize the intrinsic value of those
stocks. In using a value investing style, there is the risk that the
market will not recognize that the securities are undervalued and they
might not appreciate in value as the Manager anticipates.

RISKS OF FOREIGN INVESTING. While foreign securities offer special investment
opportunities, there are also special risks. The change in value of a foreign
currency against the U.S. dollar will result in a change in the U.S. dollar
value of securities denominated in that foreign currency. Foreign issuers are
not subject to the same accounting and disclosure requirements that U.S.
companies are subject to.

The value of foreign investments may be affected by exchange control
regulations, expropriation or nationalization of a company's assets, foreign
taxes, delays in settlement of transactions, changes in governmental economic
or monetary policy in the U.S. or abroad, or other political and economic
factors.
HOW RISKY IS THE FUND OVERALL? The risks described above collectively form
the overall risk profile of the Fund, and can affect the value of the Fund's
investments, its investment performance and the prices of its shares.
Particular investments and investment strategies also have risks. These risks
mean that you can lose money by investing in the Fund. When you redeem your
shares, they may be worth more or less than what you paid for them. The share
prices of the Fund will change daily based on changes in market prices of
securities and market conditions, and in response to other economic events.
There is no assurance that the Fund will achieve its investment objective.

The Fund focuses its investments on stocks for long-term growth. Stock
markets can be volatile, and the prices of the Fund's shares will go up and
down. The Fund generally does not use income-oriented investments to help
cushion the Fund's total return from changes in stock prices. In the
OppenheimerFunds spectrum, the Fund is generally more conservative than
aggressive growth stock funds, but more aggressive than funds that invest in
stocks and bonds.

The Fund's Past Performance

The bar chart and table below show one measure of the risks of investing in
the Fund, by showing changes in the Fund's performance (for its Class A
shares) from year to year for the last 10 calendar years and by showing how
the average annual total returns of the Fund's shares, both before and after
taxes, compare to those of a broad-based market index. The after-tax returns
for the other classes of shares will vary.

The after-tax returns are shown for Class A shares only and are
calculated using the historical highest individual federal marginal income
tax rates in effect during the periods shown, and do not reflect the impact
of state or local taxes. In certain cases, the figure representing "Return
After Taxes on Distributions and Sale of Fund Shares" may be higher than the
other return figures for the same period. A higher after-tax return results
when a capital loss occurs upon redemption and translates into an assumed tax
deduction that benefits the shareholder. The after-tax returns are calculated
based on certain assumptions mandated by regulation and your actual after-tax
returns may differ from those shown, depending on your individual tax
situation. The after-tax returns set forth below are not relevant to
investors who hold their fund shares through tax-deferred arrangements such
as 401(k) plans or IRAs or to institutional investors not subject to tax. The
Fund's past investment performance, before and after taxes, is not
necessarily an indication of how the Fund will perform in the future.

Annual Total Returns (Class A) (as of 12/31 each year)

[See appendix to prospectus for data in bar chart showing annual total
returns]

Sales charges and taxes are not included in the calculations of return in
this bar chart, and if those charges and taxes were included, the returns
would be less than those shown.
For the period from 1/1/02 through 9/30/02, the cumulative return (not
annualized) before taxes of Class A shares was -22.49%.
During the period shown in the bar chart, the highest return (not annualized)
before taxes for a calendar quarter was 18.26% (4Qtr98) and the lowest return
(not annualized) before taxes for a calendar quarter was -16.69% (3Qtr01).

- -------------------------------------------------------------------------------------
10 Years
Average Annual Total ------------------
Returns for the periods (or life of
ended December 31, 2001 1 Year 5 Years class, if less)
- -------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------
Class A Shares (inception
9/16/85) -2.94% 4.15% 10.29%
Return Before Taxes -2.97% 2.34% 7.72%
Return After Taxes on -1.79% 2.92% 7.56%
Distributions
Return After Taxes on
Distributions and Sale of
Fund Shares
- -------------------------------------------------------------------------------------
S & P 500 Index (reflects
no deduction for fees,
expenses or taxes) -11.88% 10.70% 12.93%1
- -------------------------------------------------------------------------------------
Class B Shares (inception -2.80% 4.29% 7.67%
10/02/95)
- -------------------------------------------------------------------------------------
Class C Shares (inception 1.17% 4.60% 6.11%
5/01/96)
- -------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------
Class N Shares (inception N/A2 N/A N/A
3/01/01)
- -------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------
Class Y Shares (inception 3.46% 5.70% 6.23%
12/16/96)
- -------------------------------------------------------------------------------------
1 From 12/31/91.
2 Because this is a new class of shares, return data for the period specified
is not available.

The Fund's average annual total returns include the applicable sales charge:
for Class A, the current maximum initial sales charge of 5.75%; for Class B,
the contingent deferred sales charges of 5% (1-year) and 2% (5 years); and
for Class C, the 1% contingent deferred sales charge for the 1-year period.
Because Class B shares convert to Class A shares 72 months after purchase,
Class B "life-of-class" performance does not include any contingent deferred
sales charge and uses Class A performance for the period after conversion.
There is no sales charge for Class Y shares. The Fund's returns measure the
performance of a hypothetical account and assume that all dividends and
capital gains distributions have been reinvested in additional shares. The
performance of the Fund's Class A shares is compared to the S & P 500 Index,
an unmanaged index of common stocks. The index performance reflects the
reinvestment of income but does not reflect transaction costs. The Fund's
investments vary from the securities in the index.

Fees and Expenses of the Fund

The following tables are provided to help you understand the fees and
expenses you may pay if you buy and hold shares of the Fund. The Fund pays a
variety of expenses directly for management of its assets, administration,
distribution of its shares and other services. Those expenses are subtracted
from the Fund's assets to calculate the Fund's net asset values per share.
All shareholders therefore pay those expenses indirectly. Shareholders pay
other transaction expenses directly, such as sales charges. The numbers below
are based on the Fund's expenses during its fiscal year ended October 31,
2002.

Shareholder Fees (charges paid directly from your investment):

- -----------------------------------------------------------------------------------
Class A Class B Class C Class N Class Y
Shares Shares Shares Shares Shares
- -----------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------
Maximum Sales Charge 5.75% None None None None
(Load) on purchases
(as % of offering price)
- -----------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------
Maximum Deferred Sales
Charge (Load) (as % of
the lower of the None1 5%2 1%3 1%4 None
original offering price
or redemption proceeds)
- -----------------------------------------------------------------------------------
1. A contingent deferred sales charge may apply to redemptions of
investments of $1 million or more ($500,000 for certain retirement plan
accounts) of Class A shares. See "How to Buy Shares" for details.
2. Applies to redemptions in first year after purchase. The contingent
deferred sales charge declines to 1% in the sixth year and is eliminated
after that.
3. Applies to shares redeemed within 12 months of purchase.
4. Applies to shares redeemed within 18 months of a retirement plan's
first purchase of Class N shares.
Annual Fund Operating Expenses (deducted from Fund assets):
(% of average daily net assets)

- --------------------------------------------------------------------------------------
Class A Class B Class C Class N Class Y
Shares Shares Shares Shares Shares
- --------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------
Management Fees 0.625% 0.625% 0.625% 0.625% 0.625%
- --------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------
Distribution and/or 0.24% 1.00% 1.00% 0.50% None
Service (12b-1) Fees
- --------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------
Other Expenses 0.35% 0.38% 0.37% 0.36% 3.14%
- --------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------
Total Annual Operating 1.22% 2.01% 2.00% 1.49% 3.77%
Expenses
- --------------------------------------------------------------------------------------
Expenses may vary in future years. "Other expenses" include transfer agent
fees, custodial fees, and accounting and legal expenses that the Fund pays.
The Transfer Agent has voluntarily undertaken to the Fund to limit the
transfer agent fees to 0.25% of average daily net assets per fiscal year for
Class Y shares and 0.35% of average daily net assets per fiscal year for all
other classes. That undertaking for Class Y shares was effective January 1,
2001 through October 31, 2002 and all undertakings may be amended or
withdrawn at any time. After the waiver, the actual "Other Expenses" and
"Total Annual Operating Expenses" as percentages of average daily net assets
were 0.60% and 1.23%, respectively, for Class Y shares. For the Fund's
fiscal year ended October 31, 2002, the transfer agent fees exceeded the
expense limitation described above for the others classes of shares by less
than 0.01% for each class.

Effective November 1, 2002, the limit on transfer agent fees for Class Y
shares increased to 0.35% of average daily net assets per fiscal year. Had
that limit been in effect during the Fund's prior fiscal year, the Class Y
"Other Expenses" and "Total Annual Operating Expenses" as percentages of
average daily net assets would have been 0.70% and 1.33%, respectively.

Examples. The following examples are intended to help you compare the cost
of investing in the Fund with the cost of investing in other mutual funds.
The examples assume that you invest $10,000 in a class of shares of the Fund
for the time periods indicated and reinvest your dividends and distributions.

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

- --------------------------------------------------------------------------------
If shares are redeemed: 1 Year 3 Years 5 Years 10 Years
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Class A Shares $692 $940 $1,207 $1,967
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Class B Shares $704 $930 $1,283 $1,9471
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Class C Shares $303 $627 $1,078 $2,327
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Class N Shares $252 $471 $813 $1,779
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Class Y Shares $379 $1,152 $1,944 $4,010
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
If shares are not 1 Year 3 Years 5 Years 10 Years
redeemed:
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Class A Shares $692 $940 $1,207 $1,967
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Class B Shares $204 $630 $1,083 $1,9471
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Class C Shares $203 $627 $1,078 $2,327
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Class N Shares $152 $471 $813 $1,779
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Class Y Shares $379 $1,152 $1,944 $4,010
- --------------------------------------------------------------------------------
In the first example, expenses include the initial sales charge for Class A
and the applicable Class B, Class C and Class N contingent deferred sales
charges. In the second example, the Class A expenses include the sales
charge, but Class B, Class C and Class N expenses do not include contingent
deferred sales charges. There is no sales charge on Class Y shares.
1. Class B expenses for years 7 through 10 are based on Class A expenses
because Class B shares automatically convert to Class A shares after 72
months.

About the Fund's Investments

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

The Manager tries to reduce risks by carefully researching securities
before they are purchased, and in some cases by using hedging techniques. The
Fund attempts to reduce its exposure to market risks by diversifying its
investments, that is, by not holding a substantial amount of securities of
any one issuer and by not investing too great a percentage of the Fund's
assets in any one company. Also, the Fund does not concentrate 25% or more
of its total assets in any one industry.

However, changes in the overall market prices of securities and any
income they may pay can occur at any time. The price and yield of the Fund's
shares will change daily based on changes in market prices of securities and
market conditions, and in response to other economic events.

Stock Investments. The Fund invests primarily in a diversified portfolio of
common stocks of issuers that may be of small, medium or large
capitalization, to seek capital growth. The Fund can invest in other
equity securities, including preferred stocks, rights and warrants, and
securities convertible into common stock. The Fund can buy securities
issued by domestic or foreign companies.

While many convertible securities are debt securities, the Manager
considers some of them to be "equity equivalents" because of their
conversion feature. In these cases, their credit rating has less impact
on the investment decision than in the case of other debt securities.
Convertible securities are subject to credit risk and interest rate
risk, discussed below.

The Fund can buy convertible securities rated as low as "B" by Moody's
Investor Services, Inc. or Standard & Poor's Rating Service or having
comparable ratings by other nationally recognized rating organizations
(or, if they are unrated, having a comparable rating assigned by the
Manager). Those ratings are below "investment grade" and the securities
(commonly referred to as "junk bonds") are subject to greater risk of
default by the issuer than investment-grade securities. These
investments are subject to the Fund's policy of not investing more than
10% of its net assets in debt securities.
Foreign Securities. The Fund can invest up to 25% of its total assets in
securities of companies or governments in any country, developed or
underdeveloped. These include equity and debt securities of companies
organized under the laws of countries other than the United States and
debt securities of foreign governments and their agencies and
instrumentalities. See the Main Risks section above for a description
of some of the risks associated with foreign investing. The Statement
of Additional Information includes more detailed information regarding
the risks of foreign investing, including the risks associated with
investments in emerging market countries.

Can the Fund's Investment Objective and Policies Change? The Fund's Board of
Directors can change non-fundamental investment policies without shareholder
approval, although significant changes will be described in amendments to
this Prospectus. Fundamental policies cannot be changed without the approval
of a majority of the Fund's outstanding voting shares. The Fund's investment
objective is not a fundamental policy. Investment restrictions that are
fundamental policies are listed in the Statement of Additional Information.
An investment policy is not fundamental unless this Prospectus or the
Statement of Additional Information says that it is.

OTHER INVESTMENT STRATEGIES. To seek its objective, the Fund can use the
investment techniques and strategies described below. The Fund might not
always use all of them and is not required to use them to achieve its
objective. These techniques have risks, although some are designed to help
reduce overall investment or market risks.

Cash and Cash Equivalents. Under normal market conditions the Fund can invest
up to 15% of its net assets in cash and cash equivalents such as
commercial paper, repurchase agreements, Treasury bills and other
short-term U.S. government securities. This strategy would be used
primarily for cash management or liquidity purposes. To the extent that
the Fund uses this strategy, it might reduce its opportunities to seek
its objective of long-term growth of capital.

Debt Securities. Under normal market conditions, the Fund can invest in debt
securities, such as securities issued or guaranteed by the U.S.
government or its agencies and instrumentalities, foreign government
securities, and foreign and domestic corporate bonds and debentures.
Normally these investments are limited to not more than 10% of the
Fund's net assets, including convertible debt securities.

The debt securities the Fund buys may be rated by nationally recognized
rating organizations or they may be unrated securities assigned an
equivalent rating by the Manager. The Fund's debt investments may be
"investment grade" (that is, rated in the four highest rating
categories of a nationally recognized rating organization) or may be
lower-grade securities rated as low as "B," as described above.

o Credit Risk. Debt securities are subject to credit risk. Credit risk
relates to the ability of the issuer of a security to make interest and
principal payments on the security as they become due. If the issuer
fails to pay interest, the Fund's income might be reduced, and if the
issuer fails to repay principal, the value of that security and of the
Fund's shares might be reduced. A downgrade in an issuer's credit
rating or other adverse news about an issuer can reduce the value of
that issuer's securities. While the Fund's investments in U.S.
government securities are subject to little credit risk, the Fund's
other investments in debt securities, particularly high-yield,
lower-grade debt securities are subject to risks of default.
Lower-grade debt securities may be subject to greater market
fluctuations and greater risks of loss of income and principal than
investment-grade debt securities.

o Interest Rate Risk. The values of debt securities, including U.S.
government securities, are subject to change when prevailing interest
rates change. When interest rates fall, the values of already-issued
debt securities generally rise. When interest rates rise, the values
of already-issued debt securities generally fall, and they may sell at
a discount from their face amount. The magnitude of these fluctuations
will often be greater for longer-term debt securities than shorter-term
debt securities. The Fund's share prices can go up or down when
interest rates change because of the effect of the changes on the value
of the Fund's investments in debt securities.

Derivative Investments. In general terms, a derivative investment is an
investment contract whose value depends on (or is derived from) the
value of an underlying asset, interest rate or index. Options, futures,
mortgage-related securities and "stripped" securities are examples of
derivatives the Fund can use. Currently, the Fund does not use
derivative investments to a significant degree.

o There Are Special Risks In Using Derivative Investments. If the issuer
of the derivative does not pay the amount due, the Fund can lose money
on the investment. Also, the underlying security or investment on which
the derivative is based, and the derivative itself, might not perform
the way the Manager expected it to perform. If that happens, the Fund's
share prices could decline or the Fund could get less income than
expected. Interest rate and stock market changes in the U.S. and abroad
may also influence the performance of derivatives. Some derivative
investments held by the Fund may be illiquid. The Fund has limits on
the amount of particular types of derivatives it can hold. However,
using derivatives can cause the Fund to lose money on its investment
and/or increase the volatility of its share prices.

Hedging. The Fund can buy and sell futures contracts, put and call options,
swaps, and forward contracts. These are all referred to as "hedging
instruments." The Fund does not use hedging instruments for
speculative purposes. The Fund has limits on its use of hedging
instruments and is not required to use them in seeking its investment
objective.

The Fund can buy and sell options, swaps, futures and forward contracts
for a number of purposes. Some of these strategies would hedge the
Fund's portfolio against price fluctuations. Other hedging strategies,
such as buying futures and call options, would tend to increase the
Fund's exposure to the securities market. The Fund may also try to
manage its exposure to changing interest rates.

There are special risks in particular hedging strategies. For example,
options trading involves the payment of premiums and can increase
portfolio turnover. If a covered call written by the Fund is exercised
on an investment that has increased in value, the Fund 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.

If the Manager used a hedging instrument at the wrong time or judged
market conditions incorrectly, the hedge might fail and the strategy
could reduce the Fund's return. The Fund could also experience losses
if the prices of its futures and options positions were not correlated
with its other investments or if it could not close out a position
because of an illiquid market.
Illiquid and Restricted Securities. Investments may be illiquid because they
do not have an active trading market, making it difficult to value them
or dispose of them promptly at an acceptable price. A restricted
security is one that has a contractual restriction on its resale or
which cannot be sold publicly until it is registered under the
Securities Act of 1933. The Fund will not invest more than 10% of its
net assets in illiquid or restricted securities. Certain restricted
securities that are eligible for resale to qualified institutional
purchasers may not be subject to that limit. The Manager monitors
holdings of illiquid securities on an ongoing basis to determine
whether to sell any holdings to maintain adequate liquidity.

Temporary Defensive and Interim Investments. In times of adverse or unstable
market, economic or political conditions, the Fund can invest up to
100% of its assets in defensive securities. Generally, they would be
short-term U.S. government securities, high-grade commercial paper,
bank obligations or repurchase agreements. The Fund can also hold these
types of securities pending the investment of proceeds from the sale of
Fund shares or portfolio securities or to meet anticipated redemptions
of Fund shares. To the extent the Fund invests in these securities, it
might not achieve its investment objective.

Portfolio Turnover. The Fund may engage in active or frequent trading to try
to achieve its objective. The Fund's portfolio turnover rate will
fluctuate from year to year, depending on market conditions. Portfolio
turnover increases the Fund's brokerage costs which reduces its
performance. If the Fund realizes capital gains when it sells its
portfolio investments, it must generally pay those gains out to
shareholders, increasing their taxable distributions. The Financial
Highlights table at the end of this Prospectus shows the Fund's
portfolio turnover rates during prior fiscal years.

How the Fund Is Managed

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

The Manager has been an investment advisor since 1960. The Manager and
its subsidiaries and controlled affiliates managed more than $120 billion in
assets as of September 30, 2002, including other Oppenheimer funds with more
than 7 million shareholder accounts. The Manager is located at 498 Seventh
Avenue, New York, New York 10018.

Portfolio Manager. The Fund is managed by Christopher Leavy. Mr. Leavy
is a Senior Vice President of the Manager, Vice President of the
Fund and serves as an officer and portfolio manager of other
Oppenheimer funds.

Prior to joining the Manager in September 2000, he was a portfolio
manager of Morgan Stanley Dean Witter Investment Management (from 1997)
prior to which he was a portfolio manager and equity analyst of Crestar
Asset Management (from 1995).

Advisory Fees. Under the Investment Advisory Agreement, the Fund pays the
Manager an advisory fee at an annual rate that declines on additional
assets as the Fund grows: 0.625% of the first $300 million of average
annual net assets of the Fund, 0.500% of the next $100 million, and
0.450% of average annual net assets in excess of $400 million. The
Fund's management fee for the fiscal year ended October 31, 2002, was
0.625% of average annual net assets for each class of shares.

ABOUT your account

How to Buy Shares

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

Buying Shares Through Your Dealer. You can buy shares through any dealer,
broker or financial institution that has a sales agreement with the
Distributor. Your dealer will place your order with the Distributor on
your behalf.
Buying Shares Through the Distributor. Complete an OppenheimerFunds New
Account Application and return it with a check payable to
"OppenheimerFunds Distributor, Inc." Mail it to P.O. Box 5270, Denver,
Colorado 80217. If you don't list a dealer on the application, the
Distributor will act as your agent in buying the shares. However, we
recommend that you discuss your investment with a financial advisor
before you make a purchase to be sure that the Fund is appropriate for
you.
o Paying by Federal Funds Wire. Shares purchased through the Distributor
may be paid for by Federal Funds wire. The minimum investment is
$2,500. Before sending a wire, call the Distributor's Wire Department
at 1.800.225.5677 to notify the Distributor of the wire and to receive
further instructions.
o Buying Shares Through OppenheimerFunds AccountLink. With AccountLink,
you pay for shares by electronic funds transfers from your bank
account. Shares are purchased for your account by a transfer of money
from your bank account through the Automated Clearing House (ACH)
system. You can provide those instructions automatically, under an
Asset Builder Plan, described below, or by telephone instructions using
OppenheimerFunds PhoneLink, also described below. Please refer to
"AccountLink," below for more details.
o Buying Shares Through Asset Builder Plans. You may purchase shares of
the Fund automatically each month from your account at a bank or other
financial institution under an Asset Builder Plan with AccountLink.
Details are in the Asset Builder Application and the Statement of
Additional Information.

HOW MUCH MUST YOU INVEST? In most cases, you can buy Fund shares with a
minimum initial investment of $1,000 and make additional investments at any
time with as little as $50. There are reduced minimums available under the
following special investment plans:
o If you establish one of the many types of retirement plan accounts that
OppenheimerFunds offers, more fully described below under "Special
Investor Services," you can start your account with as little as $500.
o By using an Asset Builder Plan or Automatic Exchange Plan (details are
in the Statement of Additional Information), or government allotment
plan, you can make subsequent investments (after making the initial
investment of $500) for as little as $50. For any type of account
established under one of these plans prior to November 1, 2002, the
minimum additional investment will remain $25.
o The minimum investment requirement does not apply to reinvesting
dividends from the Fund or other Oppenheimer funds (a list of them
appears in the Statement of Additional Information, or you can ask your
dealer or call the Transfer Agent), or reinvesting distributions from
unit investment trusts that have made arrangements with the Distributor.

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

Net Asset Value. The Fund calculates the net asset value of each class of
shares as of the close of The New York Stock Exchange, on each day the
Exchange is open for trading (referred to in this Prospectus as a
"regular business day"). The Exchange normally closes at 4:00 P.M.,
Eastern time, but may close earlier on some days. All references to
time in this Prospectus mean "Eastern time."

The net asset value per share is determined by dividing the value of
the Fund's net assets attributable to a class by the number of shares
of that class that are outstanding. To determine net asset value, the
Fund's Board of Directors has established procedures to value the
Fund's securities, in general, based on market value. Because some
foreign securities trade in markets and on exchanges that operate on
weekends and U.S. holidays, the values of some of the Fund's foreign
investments may change on days when investors cannot buy or redeem Fund
shares. The Board has adopted special procedures for valuing illiquid
and restricted securities and obligations for which market values
cannot be readily obtained.

If, after the close of the principal market on which a security held by
the Fund is traded, and before the time the Fund's securities are
priced that day, an event occurs that the Manager deems likely to cause
a material change in the value of such security, the Fund's Board of
Directors has authorized the Manager, subject to the Board's review, to
ascertain a fair value for such security. A security's valuation may
differ depending on the method used for determining value.

The Offering Price. To receive the offering price for a particular day, in
most cases the Distributor or its designated agent must receive your
order by the time The New York Stock Exchange closes that day. If your
order is received on a day when the Exchange is closed or after it has
closed, the order will receive the next offering price that is
determined after your order is received.
Buying Through a Dealer. If you buy shares through a dealer, your dealer
must receive the order by the close of The New York Stock Exchange and
transmit it to the Distributor so that it is received before the
Distributor's close of business on a regular business day (normally
5:00 P.M.) to receive that day's offering price, unless your dealer has
made alternative arrangements with the Distributor. Otherwise, the
order will receive the next offering price that is determined.

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

- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
Class A Shares. If you buy Class A shares, you pay an initial sales charge
(on investments up to $1 million for regular accounts or lesser amounts
for certain retirement plans). The amount of that sales charge will
vary depending on the amount you invest. The sales charge rates are
listed in "How Can You Buy Class A Shares?" below.
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
Class B Shares. If you buy Class B shares, you pay no sales charge at the
time of purchase, but you will pay an annual asset-based sales charge.
If you sell your shares within 6 years of buying them, you will
normally pay a contingent deferred sales charge. That contingent
deferred sales charge varies depending on how long you own your shares,
as described in "How Can You Buy Class B Shares?" below.
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
Class C Shares. If you buy Class C shares, you pay no sales charge at the
time of purchase, but you will pay an annual asset-based sales charge.
If you sell your shares within 12 months of buying them, you will
normally pay a contingent deferred sales charge of 1.0%, as described
in "How Can You Buy Class C Shares?" below.
- ------------------------------------------------------------------------------
Class N Shares. If you buy Class N shares (available only through certain
retirement plans), you pay no sales charge at the time of purchase, but
you will pay an annual asset-based sales charge. If you sell your
shares within 18 months of the retirement plan's first purchase of
Class N shares, you may pay a contingent deferred sales charge of 1.0%,
as described in "How Can You Buy Class N Shares?" below.
Class Y Shares. Class Y shares are offered only to certain institutional
investors that have special agreements with the Distributor.

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

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

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

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

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

And for non-retirement plan investors who invest $1 million or more, in
most cases Class A shares will be the most advantageous choice, no
matter how long you intend to hold your shares. For that reason, the
Distributor normally will not accept purchase orders of $500,000 or
more of Class B shares or $1 million or more of Class C shares from a
single investor.

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

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

Additionally, the dividends payable to Class B, Class C and Class N
shareholders will be reduced by the additional expenses borne by those
classes that are not borne by Class A or Class Y shares, such as the
Class B, Class C and Class N asset-based sales charge described below
and in the Statement of Additional Information. Share certificates are
only available for Class A shares. If you are considering using your
shares as collateral for a loan, that may be a factor to consider.

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

SPECIAL SALES CHARGE ARRANGEMENTS AND WAIVERS. Appendix C to the Statement of
Additional Information details the conditions for the waiver of sales charges
that apply in certain cases, and the special sales charge rates that apply to
purchases of shares of the Fund by certain groups, or under specified
retirement plan arrangements or in other special types of transactions. To
receive a waiver or special sales charge rate, you must advise the
Distributor when purchasing shares or the Transfer Agent when redeeming
shares that a special condition applies.

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

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

------------------------------------------------------------------------------
Amount of Purchase Front-End Sales Front-End Sales Concession As
Charge As a
Charge As a Percentage of
Percentage of Net Percentage of
Offering Price Amount Invested Offering Price
------------------------------------------------------------------------------
------------------------------------------------------------------------------
Less than $25,000 5.75% 6.10% 4.75%
------------------------------------------------------------------------------
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$25,000 or more but 5.50% 5.82% 4.75%
less than $50,000
------------------------------------------------------------------------------
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$50,000 or more but 4.75% 4.99% 4.00%
less than $100,000
------------------------------------------------------------------------------
------------------------------------------------------------------------------
$100,000 or more but 3.75% 3.90% 3.00%
less than $250,000
------------------------------------------------------------------------------
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$250,000 or more but 2.50% 2.56% 2.00%
less than $500,000
------------------------------------------------------------------------------
------------------------------------------------------------------------------
$500,000 or more but 2.00% 2.04% 1.60%
less than $1 million
------------------------------------------------------------------------------

Can You Reduce Class A Sales Charges? You may be eligible to buy Class A
shares at reduced sales charge rates under the Fund's "Right of
Accumulation" or a Letter of Intent, as described in "Reduced Sales
Charges" in the Statement of Additional Information.

Class A Contingent Deferred Sales Charge. There is no initial sales charge on
purchases of Class A shares of any one or more of the Oppenheimer funds
aggregating $1 million or more, or for certain purchases by particular
types of retirement plans that were permitted to purchase such shares
prior to March 1, 2001 ("grandfathered retirement accounts").
Retirement plans are not permitted to make initial purchases of Class A
shares subject to a contingent deferred sales charge. The Distributor
pays dealers of record concessions in an amount equal to 1.0% of
purchases of $1 million or more other than by grandfathered retirement
accounts. For grandfathered retirement accounts, the concession is
0.75% of the first $2.5 million of purchases plus 0.25% of purchases in
excess of $2.5 million. In either case, the concession will not be paid
on purchases of shares by exchange or that were previously subject to a
front-end sales charge and dealer concession.

If you redeem any of those shares within an 18-month "holding period"
measured from the beginning of the calendar month of their purchase, a
contingent deferred sales charge (called the "Class A contingent
deferred sales charge") may be deducted from the redemption proceeds.
That sales charge will be equal to 1.0% of the lesser of:
o the aggregate net asset value of the redeemed shares at the time of
redemption (excluding shares purchased by reinvestment of dividends or
capital gain distributions) or
o the original net asset value of the redeemed shares.

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

Purchases by Certain Retirement Plans. There is no initial sales charge on
purchases of Class A shares of any one or more Oppenheimer funds by
retirement plans that have $10 million or more in plan assets and that
have entered into a special agreement with the Distributor and by
retirement plans which are part of a retirement plan product or
platform offered by certain banks, broker-dealers, financial advisors,
insurance companies or recordkeepers which have entered into a special
agreement with the Distributor. The Distributor currently pays dealers
of record concessions in an amount equal to 0.25% of the purchase price
of Class A shares by those retirement plans from its own resources at
the time of sale, subject to certain exceptions as described in the
Statement of Additional Information. There is no contingent deferred
sales charge upon the redemption of such shares.

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

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

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

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

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

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

A contingent deferred sales charge of 1.0% will be imposed upon the
redemption of Class N shares, if:
o The group retirement plan is terminated or Class N shares of all
Oppenheimer funds are terminated as an investment option of the plan and
Class N shares are redeemed within 18 months after the plan's first
purchase of Class N shares of any Oppenheimer fund, or
o With respect to an IRA or 403(b) plan, Class N shares are redeemed
within 18 months of the plan's first purchase of Class N shares of any
Oppenheimer fund.

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

Who Can Buy Class Y Shares? Class Y shares are sold at net asset value per
share without a sales charge directly to institutional investors that have
special agreements with the Distributor for this purpose. They may include
insurance companies, registered investment companies and employee benefit
plans. Individual investors cannot buy Class Y shares directly.

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

DISTRIBUTION AND SERVICE (12b-1) PLANS.

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

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

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

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

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

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

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

Special Investor Services

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

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

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

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

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

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

AUTOMATIC WITHDRAWAL AND EXCHANGE PLANS. The Fund has several plans that
enable you to sell shares automatically or exchange them to another
OppenheimerFunds account on a regular basis. Please call the Transfer Agent
or consult the Statement of Additional Information for details.

REINVESTMENT PRIVILEGE If you redeem some or all of your Class A or Class B
shares of the Fund, you have up to six months to reinvest all or part of the
redemption proceeds in Class A shares of the Fund or other Oppenheimer funds
without paying a sales charge. This privilege applies only to Class A shares
that you purchased subject to an initial sales charge and to Class A or Class
B shares on which you paid a contingent deferred sales charge when you
redeemed them. This privilege does not apply to Class C, Class N or Class Y
shares. You must be sure to ask the Distributor for this privilege when you
send your payment.

RETIREMENT PLANS. You may buy shares of the Fund for your retirement plan
account. If you participate in a plan sponsored by your employer, the plan
trustee or administrator must buy the shares for your plan account. The
Distributor also offers a number of different retirement plans that
individuals and employers can use:
Individual Retirement Accounts (IRAs). These include regular IRAs, Roth IRAs,
SIMPLE IRAs and rollover IRAs.
SEP-IRAs. These are Simplified Employee Pension Plan IRAs for small business
owners or self-employed individuals.
403(b)(7) Custodial Plans. These are tax-deferred plans for employees of
eligible tax-exempt organizations, such as schools, hospitals and
charitable organizations.
401(k) Plans. These are special retirement plans for businesses.
Pension and Profit-Sharing Plans. These plans are designed for businesses and
self-employed individuals.
Please call the Distributor for OppenheimerFunds retirement plan
documents, which include applications and important plan information.

How to Sell Shares

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

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

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

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

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

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

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

HOW DO you SELL SHARES BY TELEPHONE? You and your dealer representative of
record may also sell your shares by telephone. To receive the redemption
price calculated on a particular regular business day, your call must be
received by the Transfer Agent by the close of The New York Stock Exchange
that day, which is normally 4:00 P.M., but may be earlier on some days. You
may not redeem shares held in an OppenheimerFunds retirement plan account or
under a share certificate by telephone.
o To redeem shares through a service representative or automatically on
PhoneLink, call 1.800.225.5677.
Whichever method you use, you may have a check sent to the address on
the account statement, or, if you have linked your Fund account to your bank
account on AccountLink, you may have the proceeds sent to that bank account.

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

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

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

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

HOW CONTINGENT DEFERRED SALES CHARGES AFFECT REDEMPTIONS. If you purchase
shares subject to a Class A, Class B, Class C or Class N contingent deferred
sales charge and redeem any of those shares during the applicable holding
period for the class of shares, the contingent deferred sales charge will be
deducted from the redemption proceeds (unless you are eligible for a waiver
of that sales charge based on the categories listed in Appendix C to the
Statement of Additional Information and you advise the Transfer Agent of your
eligibility for the waiver when you place your redemption request.)

A contingent deferred sales charge will be based on the lesser of the
net asset value of the redeemed shares at the time of redemption or the
original net asset value. A contingent deferred sales charge is not imposed
on:
o the amount of your account value represented by an increase in net
asset value over the initial purchase price,
o shares purchased by the reinvestment of dividends or capital gains
distributions, or
o shares redeemed in the special circumstances described in Appendix C to
the Statement of Additional Information.
To determine whether a contingent deferred sales charge applies to a
redemption, the Fund redeems shares in the following order:
1. shares acquired by reinvestment of dividends and capital gains
distributions,
2. shares held for the holding period that applies to the class, and
3. shares held the longest during the holding period.

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

How to Exchange Shares

Shares of the Fund may be exchanged for shares of certain Oppenheimer funds
at net asset value per share at the time of exchange, without sales charge.
Shares of the Fund can be purchased by exchange of shares of other
Oppenheimer funds on the same basis. To exchange shares, you must meet
several conditions:
o Shares of the fund selected for exchange must be available for sale in
your state of residence.
o The prospectuses of both funds must offer the exchange privilege.
o You must hold the shares you buy when you establish your account for at
least seven days before you can exchange them. After the account is
open seven days, you can exchange shares every regular business day.
o You must meet the minimum purchase requirements for the fund whose
shares you purchase by exchange.
o Before exchanging into a fund, you must obtain and read its prospectus.
Shares of a particular class of the Fund may be exchanged only for
shares of the same class in the other Oppenheimer funds. For example, you can
exchange Class A shares of this Fund only for Class A shares of another fund.
In some cases, sales charges may be imposed on exchange transactions. For tax
purposes, exchanges of shares involve a sale of the shares of the fund you
own and a purchase of the shares of the other fund, which may result in a
capital gain or loss. Please refer to "How to Exchange Shares" in the
Statement of Additional Information for more details.

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

HOW DO you SUBMIT EXCHANGE REQUESTS? Exchanges may be requested in writing or
by telephone:

Written Exchange Requests. Submit an OppenheimerFunds Exchange Request form,
signed by all owners of the account. Send it to the Transfer Agent at
the address on the back cover. Exchanges of shares held under
certificates cannot be processed unless the Transfer Agent receives the
certificates with the request.
Telephone Exchange Requests. Telephone exchange requests may be made either
by calling a service representative or by using PhoneLink for automated
exchanges by calling 1.800.225.5677. Telephone exchanges may be made
only between accounts that are registered with the same name(s) and
address. Shares held under certificates may not be exchanged by
telephone.

ARE THERE LIMITATIONS ON EXCHANGES? There are certain exchange policies you
should be aware of:
o Shares are redeemed from one fund and purchased from the other fund in
the exchange transaction on the same regular business day on which the
Transfer Agent receives an exchange request that conforms to the
policies described above. It must be received by the close of The New
York Stock Exchange that day, which is normally 4:00 P.M. but may be
earlier on some days.
o The interests of the Fund's long-term shareholders and its ability to
manage its investments may be adversely affected when its shares are
repeatedly bought and sold in response to short-term market
fluctuations--also known as "market timing." When large dollar amounts
are involved, the Fund may have difficulty implementing long-term
investment strategies, because it cannot predict how much cash it will
have to invest. Market timing also may force the Fund to sell portfolio
securities at disadvantageous times to raise the cash needed to buy a
market timer's Fund shares. These factors may hurt the Fund's
performance and its shareholders. When the Manager believes frequent
trading would have a disruptive effect on the Fund's ability to manage
its investments, the Manager and the Fund may reject purchase orders
and exchanges into the Fund by any person, group or account that the
Manager believes to be a market timer.
o The Fund may amend, suspend or terminate the exchange privilege at any
time. The Fund will provide you notice whenever it is required to do so
by applicable law, but it may impose changes at any time for emergency
purposes.
o If the Transfer Agent cannot exchange all the shares you request
because of a restriction cited above, only the shares eligible for
exchange will be exchanged.

Shareholder Account Rules and Policies

More information about the Fund's policies and procedures for buying, selling
and exchanging shares is contained in the Statement of Additional Information.
A $12 annual fee is assessed on any account valued at less than $500. The fee
is automatically deducted from accounts annually on or about the second
to last business day of September. See the Statement of Additional
Information, or visit the OppenheimerFunds website, to learn how you
can avoid this fee and for circumstances when this fee will not be
assessed.
The offering of shares may be suspended during any period in which the
determination of net asset value is suspended, and the offering may be
suspended by the Board of Directors at any time the Board believes it
is in the Fund's best interest to do so.
Telephone transaction privileges for purchases, redemptions or exchanges may
be modified, suspended or terminated by the Fund at any time. The Fund
will provide you notice whenever it is required to do so by applicable
law. If an account has more than one owner, the Fund and the Transfer
Agent may rely on the instructions of any one owner. Telephone
privileges apply to each owner of the account and the dealer
representative of record for the account unless the Transfer Agent
receives cancellation instructions from an owner of the account.
The Transfer Agent will record any telephone calls to verify data concerning
transactions and has adopted other procedures to confirm that telephone
instructions are genuine, by requiring callers to provide tax
identification numbers and other account data or by using PINs, and by
confirming such transactions in writing. The Transfer Agent and the
Fund will not be liable for losses or expenses arising out of telephone
instructions reasonably believed to be genuine.
Redemption or transfer requests will not be honored until the Transfer Agent
receives all required documents in proper form. From time to time, the
Transfer Agent in its discretion may waive certain of the requirements
for redemptions stated in this Prospectus.
Dealers that perform account transactions for their clients by participating
in NETWORKING through the National Securities Clearing Corporation are
responsible for obtaining their clients' permission to perform those
transactions, and are responsible to their clients who are shareholders
of the Fund if the dealer performs any transaction erroneously or
improperly.
The redemption price for shares will vary from day to day because the value
of the securities in the Fund's portfolio fluctuates. The redemption
price, which is the net asset value per share, will normally differ for
each class of shares. The redemption value of your shares may be more
or less than their original cost.
Payment for redeemed shares ordinarily is made in cash. It is forwarded by
check, or through AccountLink or by Federal Funds wire (as elected by
the shareholder) within seven days after the Transfer Agent receives
redemption instructions in proper form. However, under unusual
circumstances determined by the Securities and Exchange Commission,
payment may be delayed or suspended. For accounts registered in the
name of a broker-dealer, payment will normally be forwarded within
three business days after redemption.
The Transfer Agent may delay processing any type of redemption payment as
described under "How to Sell Shares" for recently purchased shares, but
only until the purchase payment has cleared. That delay may be as much
as 10 days from the date the shares were purchased. That delay may be
avoided if you purchase shares by Federal Funds wire or certified
check, or arrange with your bank to provide telephone or written
assurance to the Transfer Agent that your purchase payment has cleared.
Involuntary redemptions of small accounts may be made by the Fund if the
account has fewer than 100 shares. In some cases involuntary
redemptions may be made to repay the Distributor for losses from the
cancellation of share purchase orders.
Shares may be "redeemed in kind" under unusual circumstances (such as a lack
of liquidity in the Fund's portfolio to meet redemptions). This means
that the redemption proceeds will be paid with liquid securities from
the Fund's portfolio.
"Backup withholding" of federal income tax may be applied against taxable
dividends, distributions and redemption proceeds (including exchanges)
if you fail to furnish the Fund your correct, certified Social Security
or Employer Identification Number when you sign your application, or if
you under-report your income to the Internal Revenue Service.
To avoid sending duplicate copies of materials to households, the Fund will
mail only one copy of each prospectus, annual and semi-annual report
and annual notice of the Fund's privacy policy to shareholders having
the same last name and address on the Fund's records. The consolidation
of these mailings, called householding, benefits the Fund through
reduced mailing expense.

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

Dividends, Capital Gains and Taxes

Dividends. The Fund intends to declare dividends separately for each class of
shares from net investment income on an annual basis and to pay them to
shareholders in December on a date selected by the Board of Directors.
Dividends and distributions paid to Class A and Class Y shares will generally
be higher than dividends for Class B, Class C and Class N shares, which
normally have higher expenses than Class A and Class Y shares. The Fund has
no fixed dividend rate and cannot guarantee that it will pay any dividends or
distributions.

Capital Gains. The Fund may realize capital gains on the sale of portfolio
securities. If it does, it may make distributions out of any net short-term
or long-term capital gains in December of each year. The Fund may make
supplemental distributions of dividends and capital gains following the end
of its fiscal year. There can be no assurance that the Fund will pay any
capital gains distributions in a particular year.

WHAT CHOICES DO YOU HAVE FOR RECEIVING DISTRIBUTIONS? When you open your
account, specify on your application how you want to receive your dividends
and distributions. You have four options:
Reinvest All Distributions in the Fund. You can elect to reinvest all
dividends and capital gains distributions in additional shares of the
Fund.
Reinvest Dividends or Capital Gains. You can elect to reinvest some
distributions (dividends, short-term capital gains or long-term capital
gains distributions) in the Fund while receiving the other types of
distributions by check or having them sent to your bank account through
AccountLink.
Receive All Distributions in Cash. You can elect to receive a check for all
dividends and capital gains distributions or have them sent to your
bank through AccountLink.
Reinvest Your Distributions in Another OppenheimerFunds Account. You can
reinvest all distributions in the same class of shares of another
OppenheimerFunds account you have established.

TAXES. If your shares are not held in a tax-deferred retirement account, you
should be aware of the following tax implications of investing in the Fund.
Distributions are subject to federal income tax and may be subject to state
or local taxes. Dividends paid from short-term capital gains and net
investment income are taxable as ordinary income. Long-term capital gains are
taxable as long-term capital gains when distributed to shareholders. It does
not matter how long you have held your shares. Whether you reinvest your
distributions in additional shares or take them in cash, the tax treatment is
the same.

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

Avoid "Buying a Dividend." If you buy shares on or just before the Fund
declares a dividend or capital gains distribution, you will pay the
full price for the shares and then receive a portion of the price back
as a taxable dividend or dividend or capital gain.
Remember, There May be Taxes on Transactions. Because the Fund's share
prices fluctuate, you may have a capital gain or loss when you sell or
exchange your shares. A capital gain or loss is the difference between
the price you paid for the shares and the price you received when you
sold them. Any capital gain is subject to capital gains tax.
Returns of Capital Can Occur. In certain cases, distributions made by the
Fund may be considered a non-taxable return of capital to shareholders.
If that occurs, it will be identified in notices to shareholders.

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

Financial Highlights

The Financial Highlights Table is presented to help you understand the Fund's
financial performance for the past five fiscal years. Certain information
reflects financial results for a single Fund share. The total returns in the
table represent the rate that an investor would have earned (or lost) on an
investment in the Fund (assuming reinvestment of all dividends and
distributions). This information has been audited by KPMG LLP the Fund's
independent auditors, whose report, along with the Fund's financial
statements, is included in the Statement of Additional Information, which is
available on request.

FINANCIAL highlights

Class A Year Ended October 31, 2002 2001 2000
1999 1998
===========================================================================================
Per Share Operating Data

Net asset value, beginning of period $ 15.93 $ 17.06 $ 20.69 $
20.91 $ 23.31
- -------------------------------------------------------------------------------------------
Income (loss) from investment operations:
Net investment income .07 .03 .16
..17 .16
Net realized and unrealized gain (loss) (1.21) (.98) (.65)
..64 .32

- -------------------------------------------------
Total from investment operations (1.14) (.95) (.49)
..81 .48
- -------------------------------------------------------------------------------------------
Dividends and/or distributions to shareholders:
Dividends from net investment income (.01) (.18) (.16)
(.17) (.12)
Distributions from net realized gain -- -- (2.98)
(.86) (2.76)

- -------------------------------------------------
Total dividends and/or distributions
to shareholders (.01) (.18) (3.14)
(1.03) (2.88)
- -------------------------------------------------------------------------------------------
Net asset value, end of period $14.78 $15.93 $17.06
$20.69 $20.91

=================================================

===========================================================================================
Total Return, at Net Asset Value 1 (7.15)% (5.60)% (2.60)%
3.60% 2.24%

===========================================================================================
Ratios/Supplemental Data
Net assets, end of period (in thousands) $141,563 $166,285 $181,566
$392,483 $456,264
- -------------------------------------------------------------------------------------------
Average net assets (in thousands) $166,319 $181,631 $234,840
$448,884 $442,138
- -------------------------------------------------------------------------------------------
Ratios to average net assets: 2
Net investment income 0.38% 0.19% 0.66%
0.68% 0.84%
Expenses 1.22% 1.26% 1.17%
1.02% 0.98% 3
- -------------------------------------------------------------------------------------------
Portfolio turnover rate 150% 336% 86%
135% 106%

1. Assumes an investment on the business day before the first day of the fiscal
period, with all dividends and distributions reinvested in additional shares on
the reinvestment date, and redemption at the net asset value calculated on the
last business day of the fiscal period. Sales charges are not reflected in the
total returns. Total returns are not annualized for periods of less than one
full year.

2. Annualized for periods of less than one full year.

3. Expense ratio has been calculated without adjustment for the reduction to
custodian expenses.

See accompanying Notes to Financial Statements.

19 | OPPENHEIMER VALUE FUND

FINANCIAL HIGHLIGHTS Continued

Class B Year Ended October 31, 2002 2001 2000
1999 1998
===========================================================================================
Per Share Operating Data

Net asset value, beginning of period $ 15.89 $ 16.99 $ 20.58 $
20.83 $ 23.32
- -------------------------------------------------------------------------------------------
Income (loss) from investment operations:
Net investment income (loss) (.10) (.11) (.05)
(.03) .02
Net realized and unrealized gain (loss) (1.15) (.97) (.56)
..66 .30

- -------------------------------------------------
Total from investment operations (1.25) (1.08) (.61)
..63 .32
- -------------------------------------------------------------------------------------------
Dividends and/or distributions to shareholders:
Dividends from net investment income -- (.02) --
(.02) (.05)
Distributions from net realized gain -- -- (2.98)
(.86) (2.76)

- -------------------------------------------------
Total dividends and/or distributions
to shareholders -- (.02) (2.98)
(.88) (2.81)
- -------------------------------------------------------------------------------------------
Net asset value, end of period $14.64 $15.89 $16.99
$20.58 $20.83

=================================================

===========================================================================================
Total Return, at Net Asset Value 1 (7.87)% (6.34)% (3.28)%
2.79% 1.47%

===========================================================================================
Ratios/Supplemental Data
Net assets, end of period (in thousands) $47,323 $57,584 $64,287
$102,736 $123,260
- -------------------------------------------------------------------------------------------
Average net assets (in thousands) $56,200 $65,115 $79,239
$123,616 $110,240
- -------------------------------------------------------------------------------------------
Ratios to average net assets: 2
Net investment income (loss) (0.40)% (0.57)% (0.14)%
(0.08)% 0.08%
Expenses 2.01% 2.01% 1.93%
1.77% 1.73% 3
- -------------------------------------------------------------------------------------------
Portfolio turnover rate 150% 336% 86%
135% 106%

2. Annualized for periods of less than one full year.

3. Expense ratio has been calculated without adjustment for the reduction to
custodian expenses.

See accompanying Notes to Financial Statements.

20 | OPPENHEIMER VALUE FUND

Class C Year Ended October 31, 2002 2001 2000
1999 1998
===========================================================================================
Per Share Operating Data

Net asset value, beginning of period $ 15.67 $ 16.77 $ 20.35 $
20.60 $ 23.07
- -------------------------------------------------------------------------------------------
Income (loss) from investment operations:
Net investment income (loss) (.01) (.08) (.04)
(.02) .01
Net realized and unrealized gain (loss) (1.22) (.99) (.56)
..65 .31

- -------------------------------------------------
Total from investment operations (1.23) (1.07) (.60)
..63 .32
- -------------------------------------------------------------------------------------------
Dividends and/or distributions to shareholders:
Dividends from net investment income -- (.03) --
(.02) (.03)
Distributions from net realized gain -- -- (2.98)
(.86) (2.76)

- -------------------------------------------------
Total dividends and/or distributions
to shareholders -- (.03) (2.98)
(.88) (2.79)
- -------------------------------------------------------------------------------------------
Net asset value, end of period $14.44 $15.67 $16.77
$20.35 $20.60

=================================================

===========================================================================================
Total Return, at Net Asset Value 1 (7.85)% (6.38)% (3.27)%
2.82% 1.47%

===========================================================================================
Ratios/Supplemental Data
Net assets, end of period (in thousands) $13,466 $10,494 $ 9,849
$14,582 $18,204
- -------------------------------------------------------------------------------------------
Average net assets (in thousands) $12,977 $11,088 $11,975
$17,746 $15,355
- -------------------------------------------------------------------------------------------
Ratios to average net assets: 2
Net investment income (loss) (0.41)% (0.56)% (0.14)%
(0.07)% 0.06%
Expenses 2.00% 2.01% 1.93%
1.77% 1.73% 3
- -------------------------------------------------------------------------------------------
Portfolio turnover rate 150% 336% 86%
135% 106%

2. Annualized for periods of less than one full year.

3. Expense ratio has been calculated without adjustment for the reduction to
custodian expenses.

See accompanying Notes to Financial Statements.

21 | OPPENHEIMER VALUE FUND

FINANCIAL HIGHLIGHTS Continued

Class N Year Ended October 31, 2002 2001 1
================================================================================
Per Share Operating Data
Net asset value, beginning of period $ 15.90 $ 18.08
- --------------------------------------------------------------------------------
Income (loss) from investment operations:
Net investment income (loss) .05 (.02)
Net realized and unrealized loss (1.22) (2.16)
--------------------
Total from investment operations (1.17) (2.18)
- --------------------------------------------------------------------------------
Dividends and/or distributions to shareholders:
Dividends from net investment income (.05) --
Distributions from net realized gain -- --
--------------------
Total dividends and/or distributions
to shareholders (.05) --
- --------------------------------------------------------------------------------
Net asset value, end of period $14.68 $15.90
====================

================================================================================
Total Return, at Net Asset Value 2 (7.41)% (12.06)%

================================================================================
Ratios/Supplemental Data
Net assets, end of period (in thousands) $1,201 $12
- --------------------------------------------------------------------------------
Average net assets (in thousands) $ 508 $ 5
- --------------------------------------------------------------------------------
Ratios to average net assets: 3
Net investment income (loss) 0.00% (0.45)%
Expenses 1.49% 1.61%
- --------------------------------------------------------------------------------
Portfolio turnover rate 150% 336%

1. For the period from March 1, 2001 (inception of offering) to October 31,
2001.

2. Assumes an investment on the business day before the first day of the fiscal
period (or inception of offering), with all dividends and distributions
reinvested in additional shares on the reinvestment date, and redemption at the
net asset value calculated on the last business day of the fiscal period. Sales
charges are not reflected in the total returns. Total returns are not annualized
for periods of less than one full year.

3. Annualized for periods of less than one full year.

See accompanying Notes to Financial Statements.

22 | OPPENHEIMER VALUE FUND

Class Y Year Ended October 31, 2002 2001 2000
1999 1998
===========================================================================================
Per Share Operating Data

Net asset value, beginning of period $ 16.20 $ 17.07 $ 20.72 $
20.97 $ 23.34
- -------------------------------------------------------------------------------------------
Income (loss) from investment operations:
Net investment income (loss) .06 1 .10 1 .17 1
..22 .22
Net realized and unrealized gain (loss) (1.21) 1 (.97) 1 (.63) 1
..64 .34

- -------------------------------------------------
Total from investment operations (1.15) (.87) (.46)
..86 .56
- -------------------------------------------------------------------------------------------
Dividends and/or distributions to shareholders:
Dividends from net investment income (.09) -- (.21)
(.25) (.17)
Distributions from net realized gain -- -- (2.98)
(.86) (2.76)

- -------------------------------------------------
Total dividends and/or distributions
to shareholders (.09) -- (3.19)
(1.11) (2.93)
- -------------------------------------------------------------------------------------------
Net asset value, end of period $14.96 $16.20 $17.07
$20.72 $20.97

=================================================

===========================================================================================
Total Return, at Net Asset Value 2 (7.18)% (5.10)% (2.42)%
3.81% 2.63%

===========================================================================================
Ratios/Supplemental Data
Net assets, end of period (in thousands) $1,074 $638 $ 1
$76,571 $136,729
- -------------------------------------------------------------------------------------------
Average net assets (in thousands) $ 955 $155 $48,714
$95,765 $118,010
- -------------------------------------------------------------------------------------------
Ratios to average net assets: 3
Net investment income 0.33% 0.62% 1.06%
0.90% 1.19%
Expenses 3.77% 1.20% 0.97%
0.76% 0.62% 4
Expenses, net of voluntary waiver
of transfer agent fees and/or
reduction to custodian expenses 1.23% 0.83% 0.97%
0.76% 0.62%
- -------------------------------------------------------------------------------------------
Portfolio turnover rate 150% 336% 86%
135% 106%

1. Per share amounts calculated based on the average shares outstanding during
the period.

2. Assumes an investment on the business day before the first day of the fiscal
period, with all dividends and distributions reinvested in additional shares on
the reinvestment date, and redemption at the net asset value calculated on the
last business day of the fiscal period. Sales charges are not reflected in the
total returns. Total returns are not annualized for periods of less than one
full year.

3. Annualized for periods of less than one full year.

4. Expense ratio has been calculated without adjustment for the reduction to
custodian expenses.

INFORMATION AND SERVICES

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

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

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

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

- ------------------------------------------------------------------------------
By Telephone: Call OppenheimerFunds Services toll-free:
1.800.CALL.OPP (225.5677)
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
By Mail: Write to:
OppenheimerFunds Services
P.O. Box 5270
Denver, Colorado 80217-5270
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
On the Internet: You can send us a request by e-mail or read or
down-load documents on the OppenheimerFunds
website: WWW.OPPENHEIMERFUNDS.COM
------------------------
- ------------------------------------------------------------------------------

Information about the Fund including the Statement of Additional Information
can be reviewed and copied at the SEC's Public Reference Room in Washington,
D.C. Information on the operation of the Public Reference Room may be
obtained by calling the SEC at 1.202.942.8090. Reports and other information
about the Fund are available on the EDGAR database on the SEC's Internet
website at WWW.SEC.GOV. Copies may be obtained after payment of a duplicating
-----------
fee by electronic request at the SEC's e-mail address: publicinfo@sec.gov or
by writing to the SEC's Public Reference Section, Washington, D.C. 20549-0102.
No one has been authorized to provide any information about the Fund or to
make any representations about the Fund other than what is contained in this
Prospectus. This Prospectus is not an offer to sell shares of the Fund, nor a
solicitation of an offer to buy shares of the Fund, to any person in any
state or other jurisdiction where it is unlawful to make such an offer.

The Fund's shares are distributed
by:
The Fund's SEC File No. 811-3346
PR0375.001.1202 Printed on recycled paper. [logo] OppenheimerFunds
Distributor, Inc.

Appendix to Prospectus of
Oppenheimer Value Fund

Graphic material included in the Prospectus of Oppenheimer Value Fund
(the "Fund") under the heading "Annual Total Returns (Class A)(as of 12/31
each year)":

A bar chart will be included in the Prospectus of the Fund depicting
the annual total returns of a hypothetical investment in Class A shares of
the Fund for each of the ten most recent calendar years, without reflecting
sales charges or taxes. Set forth below are the relevant data points that
will appear in the bar chart:

Calendar Annual
Year Total
Ended Returns

1992 11.99%
1993 20.91%
1994 -0.65%
1995 36.40%
1996 18.38%
1997 24.00%
1998 8.54%
1999 -4.71%
2000 -1.54%
2001 2.98%

OPPENHEIMER VALUE FUND
Supplement dated March 31, 2003 to the
Statement of Additional Information dated December 23,
2002, Revised January 15, 2003

The Statement of Additional Information is changed as
follows:

1. The Supplement dated February 19, 2003 is hereby
withdrawn.

2. The subheading titled "Futures" on pages 18 and 19 is
changed by replacing the first three paragraphs of with
the following three paragraphs.

o Futures. The Fund can buy and sell exchange-traded
futures contracts that relate to (1)
broadly-based stock indices ("stock index
futures") (2) an individual stock
("single stock futures") (3) debt
securities (these are referred to as
"interest rate futures"), (4) other
broadly- based securities indices (these
are referred to as "financial futures"),
(5) foreign currencies (these are
referred to as "forward contracts"), (6)
securities or (7) commodities (these are
referred to as "commodity futures").

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

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

3. The section captioned "Board of Directors and
Oversight Committees" on page 32 is amended as
follows:

a.The second sentence of the second paragraph under
that caption is revised to read:

"The members of the Audit Committee are
Kenneth A. Randall (Chairman) and Edward
Reagan."

b. The first sentence of the third paragraph under
that caption is revised to read:

"The members of the Study Committee are Robert G.
Galli (Chairman), Elizabeth Moynihan and Joel Motley."

4. Effective March 31, 2003, Mr. Benjamin Lipstein
retired as a Director. Therefore, the Statement of
Additional Information is revised by deleting the
biography for Mr. Lipstein on page 35.

5. In the Director compensation table on page 39, the
following footnote is added following Messrs. Yeutter,
Levy and Lipstein:

3. Effective January 1, 2003, Clayton Yeutter became
Chairman of the Board of Trustees/Directors of the
Board I Funds upon the retirement of Leon Levy.
Effective March 31, 2003, Mr. Lipstein retired as a
Director.

March 31, 2003
PX0375.008

OPPENHEIMER VALUE FUND
Supplement dated February 19, 2003 to the
Statement of Additional Information dated December 23, 2002, Revised
January 15, 2003

The Statement of Additional Information is changed by replacing the
first three paragraphs of the subheading titled "Futures" on pages 18
and 19 with the following three paragraphs.

o Futures. The Fund can buy and sell exchange-traded futures
contracts that relate to (1) broadly-based stock indices
("stock index futures") (2) an individual stock ("single
stock futures") (3) debt securities (these are referred
to as "interest rate futures"), (4) other broadly- based
securities indices (these are referred to as "financial
futures"), (5) foreign currencies (these are referred to
as "forward contracts"), (6) securities or (7)
commodities (these are referred to as "commodity
futures").

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

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

February 19, 2003
PX0375.007

This Statement of Additional Information is not a prospectus.
This document contains additional information about the Fund
and supplements information in the Prospectus dated December
23, 2002. It should be read together with the Prospectus,
which may be obtained by writing to the Fund's Transfer Agent,
OppenheimerFunds Services, at P.O. Box 5270, Denver, Colorado
80217, by calling the Transfer Agent at the toll-free number
shown above, or by downloading it from the OppenheimerFunds
Internet website at www.oppenheimerfunds.com.

Contents
Page

About the Fund
Additional Information about the Fund's Investment Policies
and Risks...............................................................
2
The Fund's Investment Policies.......................................
2
Other Investment Techniques and Strategies...........................
6
Other Investment Restrictions........................................
29
How the Fund is Managed.................................................
31
Organization and History.............................................
31
Board of Directors and Oversight Committees..........................
32
Directors and Officers of the Fund...................................
33
The Manager..........................................................
40
Brokerage Policies of the Fund..........................................
43
Distribution and Service Plans..........................................
45
Performance of the Fund.................................................
49

About Your Account
How To Buy Shares.......................................................
54
How To Sell Shares......................................................
64
How To Exchange Shares..................................................
68
Dividends, Capital Gains and Taxes......................................
72
Additional Information About the Fund...................................
76

Financial Information About the Fund
Independent Auditors' Report............................................
78
Financial Statements ...................................................
79

Appendix A: Ratings
Definitions.........................................A-1
Appendix B: Industry
Classifications....................................B-1
Appendix C: OppenheimerFunds Special Sales Charge
Arrangements and
Waivers................................................C-1

ABOUT The FUnd

Additional Information About the Fund's Investment Policies
and Risks

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

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

|X| Value Investing. In selecting equity
investments for the Fund's portfolio, the portfolio manager
currently uses a value investing style coupled with
fundamental analysis of issuers. In using a value approach,
the manager looks for stocks and other equity securities
that appear to be temporarily undervalued, by various
measures, such as price/earnings ratios. Value investing
seeks stocks having prices that are low in relation to
their real worth or future prospects, with the expectation
that the Fund will realize appreciation in the value of its
holdings when other investors realize the intrinsic value
of the stock.

Using value investing requires research as to the
issuer's underlying financial condition and prospects. Some
of the measures used to identify these securities include,
among others:
o Price/Earnings ratio, which is the stock's price
divided by its earnings (or its long-term earnings
potential) per share. A stock having a price/earnings ratio
lower than its historical range, or lower than the market
as a whole or that of similar companies may offer
attractive investment opportunities.
o Price/book value ratio, which is the stock price
divided by the book value of the company per share. It
measures the company's stock price in relation to its asset
value.
o Dividend Yield, which is measured by dividing the
annual dividend by the stock price per share.
o Valuation of Assets which compares the stock price to
the value of the company's underlying assets, including
their projected value in the marketplace, liquidation value
and intellectual property value.

|X| Investments in Equity Securities. The Fund does
not limit its investments in equity securities to issuers
having a market capitalization of a specified size or
range, and therefore may invest in securities of small-,
mid- and large-capitalization issuers. At times, the Fund
may have substantial amounts of its assets invested in
securities of issuers in one or more capitalization ranges,
based upon the Manager's use of its investment strategies
and its judgment of where the best market opportunities are
to seek the Fund's objective.

At times, the market may favor or disfavor securities
of issuers of a particular capitalization range. Securities
of small capitalization issuers may be subject to greater
price
volatility in general than securities of larger companies.
Therefore, if the Fund has substantial investments in
smaller capitalization companies at times of market
volatility, the Fund's share price may fluctuate more than
that of funds focusing on larger capitalization issuers.

|X| Rights and Warrants. The Fund can invest up to
5% of its total assets in warrants or rights. That limit
does not apply to warrants and rights that the Fund has
acquired as part of units of securities or that are
attached to other securities that the Fund buys. No more
than 2% of the Fund's total assets may be invested in
warrants that are not listed on either The New York Stock
Exchange or The American Stock Exchange.

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

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

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

While many convertible securities are a form of debt
security, in some cases their conversion feature (allowing
conversion into equity securities) causes the Manager to
regard them more as "equity equivalents." In those cases,
the credit rating assigned to the security has less impact
on the Manager's investment decision than in the case of
non-convertible fixed income securities. Convertible
securities are subject to the credit risks and interest
rate risks described above. To determine whether
convertible securities should be regarded as "equity
equivalents," the Manager may examine the following
factors:
(1) whether, at the option of the investor, the
convertible security can be exchanged for a
fixed number of shares of common stock of the
issuer,
(2) whether the issuer of the convertible securities has
restated its earnings per share of common stock
on a fully diluted basis (considering the
effect of conversion of the convertible
securities), and
(3) the extent to which the convertible security may be a
defensive "equity substitute," providing the
ability to participate in any appreciation in
the price of the issuer's common stock.

|X| Preferred Stocks. Preferred stocks are
equity securities but have certain attributes of debt
securities. Preferred stock, unlike common stock, has a
stated dividend rate payable from the corporation's
earnings. Preferred stock dividends may be cumulative or
non-cumulative, participating, or auction rate.
"Cumulative" dividend provisions require all or a portion
of prior unpaid dividends to be paid before the issuer can
pay dividends on common shares.
If interest rates rise, the fixed dividend on
preferred stocks may be less attractive, causing the price
of preferred stocks to decline. Preferred stock may have
mandatory sinking fund provisions, as well as provisions
for their call or redemption prior to maturity which can
have a negative effect on their prices when interest prior
to maturity rates decline. Preferred stock may be
"participating" stock, which means that it may be entitled
to a dividend exceeding the stated dividend in certain
cases.

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

|X| Foreign Securities. The Fund can purchase up to 25%
of its total assets in foreign securities. "Foreign
securities" include equity and debt securities of companies
organized under the laws of countries other than the United
States and debt securities of foreign governments and their
agencies and instrumentalities. Those securities may be
traded on foreign securities exchanges or in the foreign
over-the-counter markets.

Securities of foreign issuers that are represented by
American Depository Receipts or that are listed on a U.S.
securities exchange or traded in the U.S. over-the-counter
markets are not considered "foreign securities" for the
purpose of the Fund's investment allocations. That is
because they are not subject to many of the special
considerations and risks, discussed below, that apply to
foreign securities traded and held abroad.

Because the Fund can purchase securities denominated
in foreign currencies, a change in the value of a foreign
currency against the U.S. dollar could result in a change
in the amount of income the Fund has available for
distribution. Because a portion of the Fund's investment
income may be received in foreign currencies, the Fund will
be required to compute its income in U.S. dollars for
distribution to shareholders, and therefore the Fund will
absorb the cost of currency fluctuations. After the Fund
has distributed income, subsequent foreign currency losses
may result in the Fund's having distributed more income in
a particular fiscal period than was available from
investment income, which could result in a return of
capital to shareholders.

Investing in foreign securities offers potential
benefits not available from investing solely in securities
of domestic issuers. They include the opportunity to invest
in foreign issuers that appear to offer 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. The Fund will hold foreign currency only
in connection with the purchase or sale of foreign
securities.

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

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

In the past, U.S. government policies have
discouraged certain investments abroad by U.S. investors,
through taxation or other restrictions, and it is possible
that such restrictions could be re-imposed.

o Special Risks of Emerging Markets. Emerging and
developing markets abroad may also offer special
opportunities for investing but have greater risks than
more developed foreign markets, such as those in Europe,
Canada, Australia, New Zealand and Japan. There may be even
less liquidity in their securities markets, and settlements
of purchases and sales of securities may be subject to
additional delays. They are subject to greater risks of
limitations on the repatriation of income and profits
because of currency restrictions imposed by local
governments. Those countries may also be subject to the
risk of greater political and economic instability, which
can greatly affect the volatility of prices of securities
in those countries. The Manager will consider these factors
when evaluating securities in these markets, because the
selection of those securities must be consistent with the
Fund's investment objective. The Fund currently expects
that it will not invest significantly in emerging market
countries.

|X| Portfolio Turnover. "Portfolio turnover"
describes the rate at which the Fund traded its portfolio
securities during its last fiscal year. For example, if a
fund sold all of its securities during the year, its
portfolio turnover rate would have been 100%. The Fund's
portfolio turnover rate will fluctuate from year to year,
depending on market conditions, and the Fund may have a
portfolio turnover of more than 100% annually. Increased
portfolio turnover creates higher brokerage and transaction
costs for the Fund, which may reduce its overall
performance. Additionally, the realization of capital gains
from selling portfolio securities may result in
distributions of taxable long-term capital gains to
shareholders, since the Fund will normally distribute all
of its capital gains realized each year, to avoid excise
taxes under the Internal Revenue Code.

Other Investment Techniques and Strategies. In seeking its
objective, the Fund may from time to time use the types of
investment strategies and investments described below. It
is not required to use all of these strategies at all times
and at times may not use them.

|X| Investments in Bonds and Other Debt Securities.
The Fund can invest in bonds, debentures and other debt
securities under normal market conditions. Because the Fund
currently emphasizes investments in equity securities, such
as stocks, it is not anticipated that significant amounts
of the Fund's assets will be invested in debt securities.
However, if market conditions suggest that debt securities
may offer better growth opportunities than stocks, or if
the Manager determines to seek a higher income for
liquidity purposes, the Manager may shift up to 10% of the
Fund's net assets into debt securities.

The Fund's debt investments can include
investment-grade and non-investment-grade bonds (commonly
referred to as "junk bonds"). Investment-grade bonds are
bonds rated at least "Baa" by Moody's Investors Service,
Inc., ("Moody's") or at least "BBB" by Standard & Poor's
Rating Services ("S&P") or Fitch, Inc. ("Fitch") or that
have comparable ratings by another nationally recognized
rating organization. In making investments in debt
securities, the Manager may rely to some extent on the
ratings of ratings organizations or it may use its own
research to evaluate a security's credit-worthiness. If the
securities that the Fund buys are unrated, to be considered
part of the Fund's holdings of investment-grade securities,
they must be judged by the Manager to be of comparable
quality to bonds rated as investment grade by a rating
organization.

o Special Risks of Lower-Grade Securities. It is not
anticipated that the Fund will invest a substantial portion
of its assets in lower-grade debt securities. Because
lower-grade securities tend to offer higher yields than
investment-grade securities, the Fund may invest in lower
grade securities if the Manager is trying to achieve
greater income (and, in some cases, the appreciation
possibilities of lower-grade securities might be a reason
they are selected for the Fund's portfolio). High-yield
convertible debt securities might be selected as "equity
substitutes," as described above but are subject to the
Fund's limitation on its investment in debt securities as
stated in the Prospectus.

As mentioned above, "lower-grade" debt securities are
those rated below "investment grade," which means they have
a rating lower than "Baa" by Moody's or lower than "BBB" by
S&P or Fitch or similar ratings by other nationally
recognized rating organizations. If they are unrated, and
are determined by the Manager to be of comparable quality
to debt securities rated below investment grade, they are
included in the limitation on the percentage of the Fund's
assets that can be invested in lower-grade securities. The
Fund can invest in securities rated as low as "B" at the
time the Fund buys them.

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

o Credit Risk. Some of the special credit risks of
lower-grade securities are discussed in the Prospectus.
There is a greater risk that the issuer may default on its
obligation to pay interest or to repay principal than in
the case of investment grade securities. The issuer's low
creditworthiness may increase the potential for its
insolvency. An overall decline in values in the
high yield bond market is also more likely during a period
of a general economic downturn. An economic downturn or an
increase in interest rates could severely disrupt the
market for high yield bonds, adversely affecting the values
of outstanding bonds as well as the ability of issuers to
pay interest or repay principal. In the case of foreign
high yield bonds, these risks are in addition to the
special risks of foreign investing discussed in the
Prospectus and in this Statement of Additional Information.

o Interest Rate Risk. Interest rate risk refers to the
fluctuations in value of fixed-income securities resulting
from the inverse relationship between price and yield. For
example, an increase in general interest rates will tend to
reduce the market value of already-issued fixed-income
investments, and a decline in general interest rates will
tend to increase their value. In addition, debt securities
with longer maturities, which tend to have higher yields,
are subject to potentially greater fluctuations in value
from changes in interest rates than obligations with
shorter maturities.

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

|X| Floating Rate and Variable Rate Obligations.
Some securities the Fund can purchase have variable or
floating interest rates. Variable rates are adjusted at
stated periodic intervals. Variable rate obligations can
have a demand feature that allows the Fund to tender the
obligation to the issuer or a third party prior to its
maturity. The tender may be at par value plus accrued
interest, according to the terms of the obligations.

The interest rate on a floating rate demand note is
adjusted automatically according to a stated prevailing
market rate, such as a bank's prime rate, the 91-day U.S.
Treasury Bill rate, or some other standard. The
instrument's rate is adjusted automatically each time the
base rate is adjusted. The interest rate on a variable rate
note is also based on a stated prevailing market rate but
is adjusted automatically at specified intervals of not
less than one year. Generally, the changes in the interest
rate on such securities reduce the fluctuation in their
market value. As interest rates decrease or increase, the
potential for capital appreciation or depreciation is less
than that for fixed-rate obligations of the same maturity.
The Manager may determine that an unrated floating rate or
variable rate demand obligation meets the Fund's quality
standards by reason of being backed by a letter of credit
or guarantee issued by a bank that meets those quality
standards.

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

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

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

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

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

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

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

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

o Collateralized Mortgage Obligations. CMOs are
multi-class bonds that are backed by pools of mortgage
loans or mortgage pass-through certificates. They may be
collateralized by:
(1) pass-through certificates issued or guaranteed by
Ginnie Mae, Fannie Mae, or Freddie Mac,
(2) unsecuritized mortgage loans insured by the Federal
Housing Administration or guaranteed by
the Department of Veterans' Affairs,
(3) unsecuritized conventional mortgages,
(4) other mortgage-related securities, or
(5) any combination of these.

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

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

o U.S. Treasury Obligations. These include Treasury
bills (maturities of one year or less when issued),
Treasury notes (maturities of one to 10 years), and
Treasury bonds (maturities of more than 10 years). Treasury
securities are backed by the full faith and credit of the
United States as to timely payments of interest and
repayments of principal. They also can include U. S.
Treasury securities that have been "stripped" by a Federal
Reserve Bank, zero-coupon U.S. Treasury securities
described below, and Treasury Inflation-Protection
Securities ("TIPS").

o Treasury Inflation-Protection Securities. The Fund
can buy these TIPS, which are designed to provide an
investment vehicle that is not vulnerable to inflation. The
interest rate paid by TIPS is fixed. The principal value
rises or falls semi-annually based on changes in the
published Consumer Price Index. If inflation occurs, the
principal and interest payments on TIPS are adjusted to
protect investors from inflationary loss. If deflation
occurs, the principal and interest payments will be
adjusted downward, although the principal will not fall
below its face amount at maturity.

o Obligations Issued or Guaranteed by U.S. Government
Agencies or Instrumentalities. These include direct
obligations and mortgage-related securities that have
different levels of credit support from the government.
Some are supported by the full faith and credit of the U.S.
government, such as Government National Mortgage
Association ("GNMA") pass-through mortgage certificates
(called "Ginnie Maes"). Some are supported by the right of
the issuer to borrow from the U.S. Treasury under certain
circumstances, such as Federal National Mortgage
Association bonds ("Fannie Maes"). Others are supported
only by the credit of the entity that issued them, such as
Federal Home Loan Mortgage Corporation obligations
("Freddie Macs").
|X| U.S. Government Mortgage-Related Securities. The Fund
can invest in a variety of mortgage-related securities that
are issued by U.S. government agencies or
instrumentalities, some of which are described below.

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

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

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

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

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

Monthly payments of principal will be made, and
additional prepayments of principal may be made, to the
Fund with respect to the mortgages underlying the Ginnie
Maes owned by the Fund. All of the mortgages in the pools
relating to the Ginnie Maes in the Fund are subject to
prepayment without any significant premium or penalty, at
the option of the mortgagors. While the mortgages on
one-to-four family dwellings underlying certain Ginnie Maes
have a stated maturity of up to 30 years, it has been the
experience of the mortgage industry that the average life
of comparable mortgages, as a result of prepayments,
refinancing and payments from foreclosures, is considerably
less.
o Federal Home Loan Mortgage Corporation ("FHLMC")
Certificates. FHLMC, a corporate instrumentality of the
United States, issues FHLMC Certificates representing
interests in mortgage loans. FHLMC guarantees to each
registered holder of a FHLMC Certificate timely payment of
the amounts representing a holder's proportionate share in:
(i) interest payments less servicing and guarantee fees,
(ii) principal prepayments, and
(iii) the ultimate collection of amounts representing the
holder's proportionate interest in
principal payments on the mortgage
loans in the pool represented by the
FHLMC Certificate, in each case whether
or not such amounts are actually
received.
The obligations of FHLMC under its guarantees are
obligations solely of FHLMC and are not backed by the full
faith and credit of the United States.

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

|X| Zero-Coupon U.S. Government Securities. The Fund may
buy zero-coupon U.S. government securities. These will
typically be U.S. Treasury Notes and Bonds that have been
stripped of their unmatured interest coupons, the coupons
themselves, or certificates representing interests in those
stripped debt obligations and coupons.

Zero-coupon securities do not make periodic interest
payments and are sold at a deep discount from their face
value at maturity. The buyer recognizes a rate of return
determined by the gradual appreciation of the security,
which is redeemed at face value on a specified maturity
date. This discount depends on the time remaining until
maturity, as well as prevailing interest rates, the
liquidity of the security and the credit quality of the
issuer. The discount typically decreases as the maturity
date approaches.

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

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

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

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

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

|X| Money Market Instruments and Short-Term Debt
Obligations. The Fund can invest in a variety of high
quality money market instruments and short-term debt
obligations, both under normal market conditions and for
defensive purposes. The following is a brief description of
the types of money market securities and short-term debt
obligations the Fund can invest in. Those money market
securities are high-quality, short-term debt instruments
that are issued by the U.S. government, corporations, banks
or other entities. They may have fixed, variable or
floating interest rates. The Fund's investments in foreign
money market instruments and short-term debt obligations
are subject to its limits on investing in foreign
securities and the risks of foreign investing, described
above.

o U.S. Government Securities. These include obligations
issued or guaranteed by the U.S. government or any of its
agencies or instrumentalities.

o Bank Obligations. The Fund can buy time deposits,
certificates of deposit and bankers' acceptances. They must
be :
o obligations issued or guaranteed by a domestic or
foreign bank (including a foreign branch
of a domestic bank) having total assets
of at least $1 billion,
o banker's acceptances (which may or may not be
supported by letters of credit) only if
guaranteed by a U.S. commercial bank with
total assets of at least U.S. $1 billion.

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

Commercial Paper. The Fund can invest in
commercial paper if it is rated within the top two rating
categories of S&P and Moody's. If the paper is not rated,
it may be purchased if issued by a company having a credit
rating of at least "AA" by S&P or "Aa" by Moody's.

The Fund can buy commercial paper, including U.S.
dollar-denominated securities of foreign branches of U.S.
banks, issued by other entities if the commercial paper is
guaranteed as to principal and interest by a bank,
government or corporation whose certificates of deposit or
commercial paper may otherwise be purchased by the Fund.

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

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

The Fund has no limitations on the type of issuer
from whom these notes will be purchased. However, in
connection with such purchases and on an ongoing basis, the
Manager will consider the earning power, cash flow and
other liquidity ratios of the issuer, and its ability to
pay principal and interest on demand, including a situation
in which all holders of such notes made demand
simultaneously. Investments in master demand notes are
subject to the limitation on investments by the Fund in
illiquid securities, described below. Currently, the Fund
does not intend that its investments in variable amount
master demand notes will exceed 5% of its total assets.

|X| "When-Issued" and "Delayed-Delivery" Transactions.
The Fund can purchase securities on a "when-issued" basis,
and may purchase or sell securities on a "delayed-delivery"
basis. "When-issued" or "delayed-delivery" refers to
securities whose terms and indenture are available and for
which a market exists, but which are not available for
immediate delivery.

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

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

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

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

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

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

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

The majority of these transactions run from day to
day, and delivery pursuant to the resale typically occurs
within one to five days of the purchase. Repurchase
agreements having a maturity beyond seven days are subject
to the Fund's policy limits on holding illiquid
investments, described below. The Fund cannot enter into a
repurchase agreement that causes more than 10% of its net
assets to be subject to repurchase agreements having a
maturity beyond seven days. There is no limit on the amount
of the Fund's net assets that may be subject to repurchase
agreements having maturities of seven days or less.

Repurchase agreements, considered "loans" under the
Investment Company Act of 1940 (the "Investment Company
Act"), are collateralized by the underlying security. The
Fund's repurchase agreements require that at all times
while the repurchase agreement is in effect, the value of
the collateral must equal or exceed the repurchase price to
fully collateralize the repayment obligation. However, if
the vendor fails to pay the resale price on the delivery
date, the Fund may incur costs in disposing of the
collateral and may experience losses if there is any delay
in its ability to do so. The Manager will monitor the
vendor's creditworthiness to confirm that the vendor is
financially sound and will continuously monitor the
collateral's value.

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

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

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

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

The Fund can also acquire restricted securities
through private placements. Those securities have
contractual restrictions on their public resale. Those
restrictions might limit the Fund's ability to dispose of
the securities and might lower the amount the Fund could
realize upon the sale.

The Fund has limitations that apply to purchases of
restricted securities, as stated in the Prospectus. Those
percentage restrictions do not limit purchases of
restricted securities that are eligible for sale to
qualified institutional purchasers under Rule 144A of the
Securities Act of 1933, if those securities have been
determined to be liquid by the Manager under Board-

approved guidelines. Those guidelines take into account the
trading activity for such securities and the availability
of reliable pricing information, among other factors. If
there is a lack of trading interest in a particular Rule
144A security, the Fund's holdings of that security may be
considered to be illiquid.

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

|X| Borrowing. From time to time, the Fund may borrow
from banks or affiliated investment companies. Such
borrowing may be used to fund shareholder redemptions or
for other purposes. Currently, under the Investment Company
Act, absent exemptive relief, a mutual fund may borrow only
from banks and the maximum amount it may borrow is up to
one-third of its total assets (including the amount
borrowed) less all liabilities and indebtedness other than
borrowing. The Fund may also borrow up to 5% of its total
assets for temporary purposes from any person. Under the
Investment Company Act, there is a rebuttable presumption
that a loan is temporary if it is repaid within 60 days and
not extended or renewed. In addition, as discussed below,
the Fund can borrow from affiliated mutual funds. If the
value of the Fund's assets so computed should fail to meet
the 300% asset coverage requirement, the Fund is required
within three days to reduce its bank debt to the extent
necessary to meet such requirement. To do so, it might have
to sell a portion of its investments at a time when
independent investment judgment would not dictate such
sale.

Since substantially all of the Fund's assets fluctuate
in value, but borrowing obligations are fixed, when the Fund
has outstanding borrowings, its net asset value per share
correspondingly will tend to increase and decrease more when
portfolio assets fluctuate in value than otherwise would be
the case. While the Fund may borrow a greater amount, as
discussed in the immediately preceding paragraph, the Fund
currently does not expect its borrowings to exceed 5% of its
total assets.

The Fund will pay interest on its borrowings, and
that interest expense will raise the overall expenses of
the Fund and reduce its returns. Borrowing may subject the
Fund to greater risks and costs than funds that do not
borrow. These risks may include the possible reduction of
income and increased fluctuation or volatility in the
Fund's net asset values per share.

|X| Loans of Portfolio Securities. To attempt to
generate income, the Fund may lend its portfolio securities
to brokers, dealers, and other financial institutions. The
Fund presently does not intend to lend its portfolio
securities, but if it does, these loans are limited to not
more than one-third of the Fund's net assets and are
subject to other conditions described below.

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

|X| Interfund Borrowing and Lending Arrangements.
Consistent with its fundamental policies and pursuant to an
exemptive order issued by the Securities and Exchange
Commission ("SEC"), the Fund may engage in borrowing and
lending activities with other funds in the OppenheimerFunds
complex. Borrowing money from affiliated funds may afford
the Fund the flexibility to use the most cost-effective
alternative to satisfy its borrowing requirements. Lending
money to an affiliated fund may allow the Fund to obtain a
higher rate of return than it could from interest rates on
alternative short-term investments. Implementation of
interfund lending will be accomplished consistent with
applicable regulatory requirements, including the
provisions of the SEC order.

o Interfund Borrowing. The Fund will not borrow from
affiliated funds unless the terms of the borrowing
arrangement are at least as favorable as the terms the Fund
could otherwise negotiate with a third party. To assure
that the Fund will not be disadvantaged by borrowing from
an affiliated fund, certain safeguards may be implemented.
Examples of these safeguards include the following:
o the Fund will not borrow money from affiliated funds
unless the interest rate is more favorable
than available bank loan rates;
o the Fund's borrowing from affiliated funds must be
consistent with its investment objective and
investment policies;
o the loan rates will be the average of the overnight
repurchase agreement rate available through
the OppenheimerFunds joint repurchase
agreement account and a pre-established
formula based on quotations from independent
banks to approximate the lowest interest
rate at which bank loans would be available
to the Fund;
o if the Fund has outstanding borrowings from all
sources greater than 10% of its total
assets, then the Fund must secure each
additional outstanding interfund loan by
segregating liquid assets of the Fund as
collateral;
o the Fund cannot borrow from an affiliated fund in
excess of 125% of its total redemptions for
the preceding seven days;
o each interfund loan may be repaid on any day by the
Fund; and
o the Trustees will be provided with a report of all
interfund loans and the Trustees will
monitor all such borrowings to ensure that
the Fund's participation is appropriate.

There is a risk that the Fund could have an interfund
loan called on one day's notice. In that circumstance, the
Fund might have to borrow from a bank at a higher interest
cost if money to lend were not available from another
Oppenheimer fund.

o Interfund Lending. To assure that the Fund will not
be disadvantaged by making loans to affiliated funds,
certain safeguards will be implemented. Examples of these
safeguards include the following:

o the Fund will not lend money to affiliated funds
unless the interest rate on such loan is
determined to be reasonable under the
circumstances;
o the Fund may not make interfund loans in excess of
15% of its net assets;
o an interfund loan to any one affiliated fund shall
not exceed 5% of the Fund's net assets;
o an interfund loan may not be outstanding for more
than seven days;
o each interfund loan may be called on one business
day's notice; and
o the Manager will provide the Trustees reports on all
interfund loans demonstrating that the
Fund's participation is appropriate and that
the loan is consistent with its investment
objectives and policies.

When the Fund lends assets to another affiliated
fund, the Fund is subject to the risk that the borrowing
fund fails to repay the loan.

|X| Hedging. The Fund can use hedging to attempt to
protect against declines in the market value of the Fund's
portfolio, to permit the Fund to retain unrealized gains in
the value of portfolio securities which have appreciated,
or to facilitate selling securities for investment reasons.
To do so, the Fund could:
o sell futures contracts,
o buy puts on futures or on securities, or
o write covered calls on securities or futures.
Covered calls can also be used to increase the
Fund's income, but the Manager does not expect
to engage extensively in that practice.

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

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

o Futures. The Fund can buy and sell exchange-traded
futures contracts that relate to (1) broadly-based stock
indices ("stock index futures") (2) debt securities (these
are referred to as "interest rate futures"), (3) other
broadly-based securities indices (these are referred to as
"financial futures"), (4) foreign currencies (these are
referred to as "forward contracts"), (5) securities or (6)
commodities (these are referred to as "commodity futures").

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

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

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

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

o Put and Call Options. The Fund can buy and sell
certain kinds of put options ("puts") and call options
("calls"). The Fund can buy and sell exchange-traded and
over-the-counter put and call options, including index
options, securities options, currency options, commodities
options, and options on the other types of futures
described above.

o Writing Covered Call Options. The Fund can write
(that is, sell) calls. If the Fund sells a call option, it
must be covered. That means the Fund must own the security
subject to the call while the call is outstanding, or, for
certain types of calls, the call may be covered by
segregating liquid assets to enable the Fund to satisfy its
obligations if the call is exercised. Up to 25% of the
Fund's total assets may be subject to calls the Fund writes.

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

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

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

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

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

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

o Writing Put Options. The Fund can sell put options. A
put option on securities gives the purchaser the right to
sell, and the writer the obligation to buy, the underlying
investment at the exercise price during the option period.
The Fund will not write puts if, as a result, more than 50%
of the Fund's net assets would be required to be segregated
to cover such put options.

If the Fund writes a put, the put must be covered by
liquid assets identified on the Fund's books. The premium
the Fund receives from writing a put represents a profit,
as long as the price of the underlying investment remains
equal to or above the exercise price of the put. However,
the Fund also assumes the obligation during the option
period to buy the underlying investment from the buyer of
the put at the exercise price, even if the value of the
investment falls below the exercise price. If a put the
Fund has written expires unexercised, the Fund realizes a
gain in the amount of the premium less the transaction
costs incurred. If the put is exercised, the Fund must
fulfill its obligation to purchase the underlying
investment at the exercise price. That price will usually
exceed the market value of the investment at that time. In
that case, the Fund may incur a loss if it sells the
underlying investment. That loss will be equal to the sum
of the sale price of the underlying investment and the
premium received minus the sum of the exercise price and
any transaction costs the Fund incurred.

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

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

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

o Purchasing Calls and Puts. The Fund can purchase
calls to protect against the possibility that the Fund's
portfolio will not participate in an anticipated rise in
the securities market. When the Fund buys a call (other
than in a closing purchase transaction), it pays a premium.
The Fund then has the right to buy the underlying
investment from a seller of a
corresponding call on the same investment during the call
period at a fixed exercise price. The Fund benefits only
if it sells the call at a profit or if, during the call
period, the market price of the underlying investment is
above the sum of the call price plus the transaction costs
and the premium paid for the call and the Fund exercises
the call. If the Fund does not exercise the call or sell
it (whether or not at a profit), the call will become
worthless at its expiration date. In that case the Fund
will have paid the premium but lost the right to purchase
the underlying investment.

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

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

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

The Fund may buy a call or put only if, after the
purchase, the value of all call and put options held by the
Fund will not exceed 5% of the Fund's total assets.

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

If the Manager anticipates a rise in the dollar value
of a foreign currency in which securities to be acquired
are denominated, the increased cost of those securities may
be partially offset by purchasing calls or writing puts on
that foreign currency. If the Manager anticipates a
decline in the dollar value of a foreign currency, the
decline in the dollar value of portfolio securities
denominated in that currency might be partially offset by
writing calls or purchasing puts on that foreign currency.
However, the currency rates could fluctuate in a direction
adverse to the Fund's position. The Fund will then have
incurred option premium payments and transaction costs
without a corresponding benefit.
A call the Fund writes on a foreign currency is
"covered" if the Fund owns the underlying foreign currency
covered by the call or has an absolute and immediate right
to acquire that foreign currency without additional cash
consideration (or it can do so for additional cash
consideration identified on its books) upon conversion or
exchange of other foreign currency held in its portfolio.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

However, to avoid excess transactions and transaction
costs, the Fund may maintain a net exposure to forward
contracts in excess of the value of the Fund's portfolio
securities or other assets denominated in foreign
currencies if the excess amount is "covered" by liquid
securities denominated in any currency. The cover must be
at least equal at all times to the amount of that excess.

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

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

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

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

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

o Interest Rate Swap Transactions. The Fund can enter
into interest rate swap agreements. In an interest rate
swap, the Fund and another party exchange their right to
receive or their obligation to pay interest on a security.
For example, they might swap the right to receive floating
rate payments for fixed rate payments. The Fund can enter
into swaps only on securities that it owns. The Fund will
not enter into swaps with respect to more than 25% of its
total assets. Also, the Fund will identify on its books
liquid assets (such as cash or U.S. government securities)
to cover any amounts it could owe under swaps that exceed
the amounts it is entitled to receive, and it will adjust
that amount daily, as needed.

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

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

o Total Return Swap Transactions. The Fund may enter
into total return swaps. The Fund will only enter into
total return swaps if consistent with its fundamental
investment objectives or policies and not invest in swaps
with respect to more than 30% of the Fund's total assets. A
swap contract is essentially like a portfolio of forward
contracts, under which one party agrees to exchange an
asset (for example, bushels of wheat) for another asset
(cash) at specified dates in the future. A one-period swap
contract operates in a manner similar to a forward or
futures contract because there is an agreement to swap a
commodity for cash at only one forward date. The Fund may
engage in swap transactions that have more than one period
and therefore more than one exchange of assets.

The Fund may invest in total return swaps to gain
exposure to the overall commodity markets. In a total
return commodity swap the Fund will receive the price
appreciation of a commodity index, a portion of the index,
or a single commodity in exchange for paying an agreed-upon
fee. If the commodity swap is for one period, the Fund
will pay a fixed fee, established at the outset of the
swap. However, if the term of the commodity swap is more
than one period, with interim swap payments, the Fund will
pay an adjustable or floating fee. With a "floating" rate,
the fee is pegged to a base rate such as the London
Interbank Offered Rate ("LIBOR"), and is adjusted each
period. Therefore, if interest rates increase over the
term of the swap contract, the Fund may be required to pay
a higher fee at each swap reset date. The Fund does not
currently anticipate investing in total return swaps.

o Regulatory Aspects of Hedging Instruments. When
using futures and options on futures, the Fund is required
to operate within certain guidelines and restrictions with
respect to the use of futures as established by the
Commodities Futures Trading Commission (the "CFTC"). In
particular, the Fund is exempted from registration with the
CFTC as a "commodity pool operator" if the Fund complies
with the requirements of Rule 4.5 adopted by the CFTC. The
Rule does not limit the percentage of the Fund's assets
that may be used for futures margin and related options
premiums for a bona fide hedging position. However, under
the Rule, the Fund must limit its aggregate initial futures
margin and related options premiums to not more than 5% of
the Fund's net assets for hedging strategies that are not
considered bona fide hedging strategies under the Rule.
Under the Rule, the Fund must also use short futures and
options on futures solely for bona fide hedging purposes
within the meaning and intent of the applicable provisions
of the Commodity Exchange Act.
Transactions in options by the Fund are subject to
limitations established by the option exchanges. The
exchanges limit the maximum number of options that may be
written or held by a single investor or group of investors
acting in concert. Those limits apply regardless of whether
the options were written or purchased on the same or
different exchanges or are held in one or more accounts or
through one or more different exchanges or through one or
more brokers. Thus, the number of options that the Fund
may write may be affected by options written or held by
other entities, including other investment companies having
the same advisor as the Fund (or an advisor that is an
affiliate of the Fund's advisor). The exchanges also
impose position limits on futures transactions. An
exchange may order the liquidation of positions found to be
in violation of those limits and may impose certain other
sanctions.

Under interpretations of staff members of the
Securities and Exchange Commission regarding applicable
provisions of the Investment Company Act, when the Fund
purchases a future, it must maintain cash or readily
marketable short-term debt instruments in an amount equal
to the market value of the securities underlying the
future, less the margin deposit applicable to it.

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

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

Under the Internal Revenue Code, the following gains
or losses are treated as ordinary income or loss:
(1) gains or losses attributable to fluctuations in
exchange rates that occur between the time the
Fund accrues interest or other receivables or
accrues expenses or other liabilities
denominated in a foreign currency and the time
the Fund actually collects such receivables or
pays such liabilities, and
(2) gains or losses attributable to fluctuations in the
value of a foreign currency between the date of
acquisition of a debt security denominated in a
foreign currency or foreign currency forward
contracts and the date of disposition.

Currency gains and losses are offset against market
gains and losses on each trade before determining a net
"Section 988" gain or loss under the Internal Revenue Code
for that trade, which may increase or decrease the amount
of the Fund's investment income available for distribution
to its shareholders.
Investment in Other Investment Companies. The Fund can also
invest in the securities of other investment companies,
which can include open-end funds, closed-end funds and unit
investment trusts, subject to the limits set forth in the
Investment Company Act that apply to those types of
investments. For example, the Fund can invest in
Exchange-Traded Funds, which are typically open-end funds
or unit investment trusts, listed on a stock exchange. The
Fund might do so as a way of gaining exposure to the
segments of the equity or fixed-income markets represented
by the Exchange-Traded Funds' portfolio, at times when the
Fund may not be able to buy those portfolio securities
directly.

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

Other Investment Restrictions

|X| What Are "Fundamental Policies?" Fundamental
policies are those policies that the Fund has adopted to
govern its investments that can be changed only by the vote
of a "majority" of the Fund's outstanding voting
securities. Under the Investment Company Act, a "majority"
vote is defined as the vote of the holders of the lesser of:
o 67% or more of the shares present or represented by
proxy at a shareholder meeting, if the holders
of more than 50% of the outstanding shares are
present or
represented by proxy, or
o more than 50% of the outstanding shares.

Policies described in the Prospectus or this
Statement of Additional Information are "fundamental" only
if they are identified as such. The Fund's Board of
Directors can change non-fundamental policies without
shareholder approval. However, significant changes to
investment policies will be described in supplements or
updates to the Prospectus or this Statement of Additional
Information, as appropriate. The Fund's principal
investment policies are described in the Prospectus.

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

o The Fund cannot issue senior securities. However, it
can make payments or deposits of margin in connection with
options or futures transactions, lend its portfolio
securities, enter into repurchase agreements, borrow money
and pledge its assets as permitted by its other fundamental
policies. For purposes of this restriction, the issuance of
shares of common stock in multiple classes or series, the
purchase or sale of options, futures contracts and options
on futures contracts, forward commitments, and repurchase
agreements entered into in accordance with the Fund's
investment policies, and the pledge, mortgage or
hypothecation of the Fund's assets are not deemed to be
senior securities.

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

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

o The Fund cannot invest in physical commodities or
commodities contracts. However, the Fund can invest in
hedging instruments permitted by any of its other
investment policies, and can buy or sell options, futures,
securities or other instruments backed by, or the
investment return from which is linked to, changes in the
price of physical commodities, commodity contracts or
currencies.

o 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.

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

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

o The Fund may not borrow money, except to the extent
permitted under the Investment Company Act, the rules or
regulations thereunder or any exemption therefrom that is
applicable to the Fund, as such statute, rules or
regulations may be amended or interpreted from time to
time. 1

|X| Does the Fund Have Additional Restrictions That Are
Not "Fundamental" Policies? The Fund has additional
operating policies which are stated below, that are not
"fundamental," and which can be changed by the Board of
Directors without shareholder approval.

o The Fund cannot invest in securities of other
investment companies, except to the extent permitted under
the Investment Company Act, the rules or regulations
thereunder or any exemption therefrom, as such statute,
rules or regulations may be amended or interpreted from
time to time.

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

For purposes of the Fund's policy not to concentrate
its investments as described above, the Fund has adopted
the industry classifications set forth in Appendix B to
this Statement of Additional Information. This is not a
fundamental policy.

How the Fund is Managed

Organization and History. The Fund is one of two investment
portfolios, or "series," of Oppenheimer Series Fund, Inc.
That corporation is an open-end, management investment
company organized as a Maryland corporation in 1981, and
was called Connecticut Mutual Investment Accounts, Inc.
until March 18, 1996, when the Manager became the Fund's
investment advisor. The Fund is a diversified mutual fund.
On March 18, 1996 the Fund changed its name from
Connecticut Mutual Growth Account to Oppenheimer
Disciplined Value Fund and effective March 1, 2001
subsequently changed its name to Oppenheimer Value Fund.

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

The Fund currently has five classes of shares: Class
A, Class B, Class C, Class N and Class Y. All classes
invest in the same investment portfolio. Only retirement
plans may purchase Class N shares. Only certain
institutional investors may elect to purchase Class Y
shares. Each class of shares:
o has its own dividends and distributions,
o pays certain expenses which may be different for the
different classes,
o may have a different net asset value,
o may have separate voting rights on matters in which
interests of one class are different from
interests of another class, and
o votes as a class on matters that affect that class
alone.

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

|X| Meetings of Shareholders. Although the Fund is
not required by Maryland law to hold annual meetings, it
may hold shareholder meetings from time to time on
important matters. The shareholders of the Fund's parent
corporation have the right to call a meeting to remove a

Director or to take certain other action described in the
Articles of Incorporation or under Maryland law.

The Fund will hold meetings when required to do so by
the Investment Company Act or other applicable law. The
Fund will hold a meeting when the Directors call a meeting
or upon proper request of shareholders. If the Fund's
parent corporation receives a written request of the record
holders of at least 25% of the outstanding shares eligible
to be voted at a meeting to call a meeting for a specified
purpose (which might include the removal of a Director),
the Directors will call a meeting of shareholders for that
specified purpose. The Fund's parent corporation has
undertaken that it will then either give the applicants
access to the Fund's shareholder list or mail the
applicants' communication to all other shareholders at the
applicants' expense.

Shareholders of the Fund and of its parent
corporation's other series vote together in the aggregate
on certain matters at shareholders' meetings. Those matters
include the election of Directors and ratification of
appointment of the independent auditors. Shareholders of a
particular series or class vote separately on proposals
that affect that series or class. Shareholders of a series
or class that is not affected by a proposal are not
entitled to vote on the proposal. For example, only
shareholders of a particular series vote on any material
amendment to the investment advisory agreement for that
series. Only shareholders of a particular class of a series
vote on certain amendments to the Distribution and/or
Service Plans if the amendments affect only that class.

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

The Board of Directors has an Audit Committee, a
Study Committee and a Proxy Committee. The Audit Committee
is comprised solely of Independent Directors. The members
of the Audit Committee are Kenneth Randall (Chairman),
Benjamin Lipstein and Edward Regan. The Audit Committee
held five meetings during the Fund's fiscal year ended
October 31, 2002. The Audit Committee provides the Board
with recommendations regarding the selection of the Fund's
independent auditor. The Audit Committee also reviews the
scope and results of audits and the audit fees charged,
reviews reports from the Fund's independent auditor
concerning the Fund's internal accounting procedures, and
controls and reviews reports of the Manager's internal
auditor, among other duties as set forth in the Committee's
charter.

The members of the Study Committee are Benjamin
Lipstein (Chairman), Robert Galli and Elizabeth Moynihan.
The Study Committee held eight meetings during the Fund's
fiscal year ended October 31, 2002. The Study Committee
evaluates and reports to the Board on the Fund's
contractual arrangements, including the Investment Advisory
and Distribution Agreements, transfer and shareholder
service agreements and custodian agreements as well as the
policies and procedures adopted by the Fund to comply with
the Investment Company Act and other applicable law, among
other duties as set forth in the Committee's charter.

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, 2002.The Proxy Committee provides the Board
with recommendations for proxy voting and monitors proxy
voting by the Fund.

Directors and Officers of the Fund. Except for Mr. Murphy,
each of the Directors is an independent director of the
Fund ("Independent Director"). Mr. Murphy is an "Interested
Director," because he is affiliated with the Manager by
virtue of his positions as an officer and director of the
Manager, and as a shareholder of its parent company.

The Fund's Directors and officers and their positions
held with the Fund and length of service in such
position(s) and their principal occupations and business
affiliations during the past five years are listed in the
chart below. The information for the Directors also
includes the dollar range of shares of the Fund as well as
the aggregate dollar range of shares beneficially owned in
any of the Oppenheimer funds overseen by the Directors. All
of the Directors are also trustees or directors of the
following publicly offered Oppenheimer funds (referred to
as "Board I Funds"):

Oppenheimer AMT-Free New York Municipals Oppenheimer Growth Fund
Oppenheimer California Municipal Fund Oppenheimer International Growth Fund
Oppenheimer International Small Company
Oppenheimer Capital Appreciation Fund Fund
Oppenheimer Capital Preservation Fund Oppenheimer Money Market Fund, Inc.
Oppenheimer Developing Markets Fund Oppenheimer Multiple Strategies Fund
Oppenheimer Discovery Fund Oppenheimer Multi-Sector Income Trust
Oppenheimer Emerging Growth Fund Oppenheimer Multi-State Municipal Trust
Oppenheimer Emerging Technologies Fund Oppenheimer Municipal Bond Fund
Oppenheimer Enterprise Fund Oppenheimer Series Fund, Inc.
Oppenheimer Europe Fund Oppenheimer Trinity Core Fund
Oppenheimer Global Fund Oppenheimer Trinity Large Cap Growth Fund
Oppenheimer Global Growth & Income Fund Oppenheimer Trinity Value Fund
Oppenheimer Gold & Special Minerals Fund Oppenheimer U.S. Government Trust

In addition to being a trustee or director of the
Board I Funds, Mr. Galli is also a director or trustee of
10 other portfolios in the OppenheimerFunds complex.
Present or former officers, directors, trustees and
employees (and their immediate family members) of the Fund,
the Manager and its affiliates, and retirement plans
established by them for their employees are permitted to
purchase Class A shares of the Fund and the other
Oppenheimer funds at net asset value without sales charge.
The sales charges on Class A shares is waived for that
group because of the economies of sales efforts realized by
the Distributor.

Messrs. Murphy, Leavy, Molleur, Wixted and Zack and
Mses. Bechtolt, Feld and Ives respectively hold the same
offices with one or more of the other Board I Funds as with
the Fund. As of December 12, 2002, the Directors and
officers of the Fund as a group owned of record or
beneficially less than 1% of each class of shares of the
Fund. The foregoing statement does not reflect ownership of
shares of the Fund 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
Fund listed above. In addition, each Independent Director,
and his family members, do not own securities of either the
Manager or Distributor of the Board I Funds or any person
directly or indirectly controlling, controlled by or under
common control with the Manager or Distributor.

|X|

Affiliated Transactions and Material Business
Relationships. 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 $110,000 from January 1, 2000 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
$150,000 for services to be provided during the calendar
year 2002.

The Independent Trustees 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 Trustee.
Nonetheless, to assure certainty as to determinations of
the Board and the Independent Trustees as to matters upon
which the Investment Company Act or the rules thereunder
require approval by a majority of Independent Trustees, Mr.
Reynolds will not be counted for purposes of determining
whether a quorum of Independent Trustees was present or
whether a majority of Independent Trustees approved the
matter.

The address of each Director in the chart below is
6803 S. Tucson Way, Centennial, CO 80112-3924. Each
Director serves for an indefinite term, until his or her
resignation, retirement, death or removal.

- -------------------------------------------------------------------------------------
Independent Directors
- -------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------
Name, Position(s) Principal Occupation(s) During Past 5 Dollar Aggregate
Dollar
Range of
Shares
Beneficially
Owned in
any of
the
Range of Oppenheimer
Shares Funds
Held with Fund, Years / Other Trusteeships/Directorships BeneficiallOverseen
Length of Held by Director / Number of Portfolios in Owned in by
Service, Age Fund Complex Currently Overseen by Director the Fund Director
- -------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------
As of December 31,
2001
- -------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------
Clayton K. Of Counsel (since 1993), Hogan & Hartson $0 $50,001-$100,000
Yeutter, Chairman
of the Board of
Directors, (a law firm). Other directorships:
Director since Caterpillar, Inc. (since 1993) and
1996 Weyerhaeuser Co. (since 1999). Oversees 31
Age: 71 portfolios in the OppenheimerFunds complex.
- -------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------
Robert G. Galli, A trustee or director of other Oppenheimer $50,001- Over
Director since funds. Formerly Vice Chairman (October
1996 1995-December 1997) of the Manager.
Age: 69 Oversees 41 portfolios in the
OppenheimerFunds complex. $100,000 $100,000
- -------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------
Phillip A. The Director (since 1991) of the Institute $0 Over
Griffiths, for Advanced Study, Princeton, N.J.,
Director since director (since 2001) of GSI Lumonics and
1999 a member of the National Academy of
Age: 63 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 $100,000
University. Oversees 31 portfolios in the
OppenheimerFunds complex.
- -------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------
Benjamin Professor Emeritus of Marketing, Stern $0 Over
Lipstein, Graduate School of Business
Director since Administration, New York University.
1996 Oversees 31 portfolios in the
Age: 79 OppenheimerFunds complex. $100,000
- -------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------
Joel W. Motley, Director (January 2002-present), Columbia $02 $03
Director since Equity Financial Corp. (privately-held
2002 financial adviser); Managing Director
Age: 50 (January 2002-present), Carmona Motley,
Inc. (privately-held financial adviser);
Formerly he held the following positions:
Managing Director (January 1998-December
2001), Carmona Motley Hoffman Inc.
(privately-held financial adviser);
Managing Director (January 1992-December
1997), Carmona Motley & Co.
(privately-held financial adviser).
Oversees 31 portfolios in the
OppenheimerFunds complex.
- -------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------
Elizabeth B. Author and architectural historian; a ,000
Moynihan, trustee of the Freer Gallery of Art and
Director since Arthur M. Sackler Gallery (Smithsonian
1996 Institute), Trustees Council of the
Age: 72 National Building Museum; a member of the $0 $50,001-$100
Trustees Council, Preservation League of
New York State. Oversees 31 portfolios in
the OppenheimerFunds complex.
- -------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------
Kenneth A. A director of Dominion Resources, Inc. $1- Over
Randall, Director (electric utility holding company) and
since 1996 Prime Retail, Inc. (real estate investment
Age: 75 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 $10,000 $100,000
Manufacturers Mutual Insurance Company.
Oversees 31 portfolios in the
OppenheimerFunds complex.
- -------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------
Edward V. Regan, President, Baruch College, CUNY; a $1- $50,001-$100,000
Director since director of RBAsset (real estate manager);
1996 a director of OffitBank; formerly Trustee,
Age: 72 Financial Accounting Foundation (FASB and
GASB), Senior Fellow of Jerome Levy
Economics Institute, Bard College,
Chairman of Municipal Assistance
Corporation for the City of New York, New
York State Comptroller and Trustee of New
York State and Local Retirement Fund. $10,000
Oversees 31 investment companies in the
OppenheimerFunds complex.
- -------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------
Russell S. Chairman (since 1993) of The Directorship $0 $10,001-$50,000
Reynolds, Jr., Search Group, Inc. (corporate governance
Director since consulting and executive recruiting); a
1996 life trustee of International House
Age: 70 (non-profit educational organization), and
a trustee (since 1996) of the Greenwich
Historical Society. Oversees 31 portfolios
in the OppenheimerFunds complex.
- -------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------
Donald W. Spiro, Chairman Emeritus (since January 1991) of $0 Over
Vice Chairman of
the Board of
Directors, the Manager. Formerly a director (January
Director since 1969-August 1999) of the Manager. Oversees
1996 31 portfolios in the OppenheimerFunds $100,000
Age: 76 complex.
- -------------------------------------------------------------------------------------

The address of Mr. Murphy in the chart below is 498
Seventh Avenue, New York, NY 10018. Mr. Murphy serves for
an indefinite term, until his resignation, death or removal.

- -------------------------------------------------------------------------------------
Interested Director and Officer
- -------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------
Name, Principal Occupation(s) During Past 5 Years Dollar Aggregate
Dollar
Range of
y Shares
Range of Beneficially
Position(s) Shares Owned in
Held with Fund, / Other Trusteeships/Directorships Held by Beneficiall any of the
Length of Director / Number of Portfolios in Fund Owned in Oppenheimer
Service, Age Complex Currently Overseen by Director the Fund Funds
- -------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------
As of December 31, 2001
- -------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------
John V. Chairman, Chief Executive Officer and
Murphy, director (since June 2001) and President $0 Over
President and (since September 2000) of the Manager; $100,000
Trustee, President and a director or trustee of
Trustee since other Oppenheimer funds; President and a
2001 director (since July 2001) of Oppenheimer
Age: 53 Acquisition Corp. (the Manager's parent
holding company) and of Oppenheimer
Partnership Holdings, Inc. (a holding
company subsidiary of the Manager); a
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 investment advisory subsidiaries of the
Manager: OFI Institutional Asset
Management, 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.; 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
DLB Acquisition Corporation (a holding
company that owns the shares of David L.
Babson & Company, Inc.); formerly, Chief
Operating Officer (September 2000-June
2001) of the Manager; President and trustee
(November 1999-November 2001) of MML Series
Investment Fund and MassMutual
Institutional Funds (open-end investment
companies); a director (September
1999-August 2000) of C.M. Life Insurance
Company; President, Chief Executive Officer
and director (September 1999-August 2000)
of MML Bay State Life Insurance Company; a
director (June 1989-June 1998) of Emerald
Isle Bancorp and Hibernia Savings Bank (a
wholly-owned subsidiary of Emerald Isle
Bancorp). Oversees 69 portfolios in the
OppenheimerFunds complex.
- -------------------------------------------------------------------------------------

The address of the Officers in the chart below is as
follows: Messrs. Leavy, Molleur and Zack and Ms. Feld, 498
Seventh Avenue, New York, NY 10018, for Messrs. Masterson,
Vottiero and Wixted and Mses. Bechtolt and Ives, 6803 S.
Tucson Way, Centennial, CO 80112-3924. Each Officer serves
for an annual term or until his or her earlier resignation,
death or removal.

- -------------------------------------------------------------------------------------
Officers of the Fund
- -------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------
Name, Position(s) Held Principal Occupation(s) During Past 5 Years
with Fund, Length of
Service, Age
- -------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------
Christopher Leavy, Vice Senior Vice President (since September 2000) of the
President and Portfolio Manager; prior to joining the Manager in September 2000,
Manager (since November he was a portfolio manager of Morgan Stanley Dean Witter
2000) Investment Management (from 1997) prior to which he was a
Age: 30 portfolio manager and equity analyst of Crestar Asset
Management (from 1995).
- -------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------
Brian W. Wixted, Senior Vice President and Treasurer (since March 1999) of
Treasurer, Principal the Manager; Treasurer (since March 1999) of HarbourView
Financial and Asset Management Corporation, Shareholder Services, Inc.,
Accounting Officer Oppenheimer Real Asset Management Corporation, Shareholder
since 1999 Financial Services, Inc., Oppenheimer Partnership
Age: 43 Holdings, Inc., OFI Private Investments, Inc. (since March
2000), OppenheimerFunds International Ltd. and Oppenheimer
Millennium Funds plc (since May 2000) and OFI
Institutional Asset Management, Inc. (since November 2000)
(offshore fund management subsidiaries 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); formerly Principal and Chief
Operating Officer (March 1995-March 1999), Bankers Trust
Company-Mutual Fund Services Division. An officer of 85
portfolios in the OppenheimerFunds complex.
- -------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------
Connie Bechtolt, Assistant Vice President of the Manager (since September
Assistant Treasurer 1998); formerly Manager/Fund Accounting (September
since 2002 1994-September 1998) of the Manager. An officer of 85
Age: 39 portfolios in the OppenheimerFunds complex.
- -------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------
Vice President/Fund Accounting of the Manager (since March
Philip Vottiero, 2002; formerly Vice President/Corporate Accounting of the
Assistant Treasurer Manager (July 1999-March 2002) prior to which he was Chief
since 2002 Financial Officer at Sovlink Corporation (April 1996-June
Age: 39 1999). An officer of 85 portfolios in the OppenheimerFunds
complex.
- -------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------
Robert G. Zack, Senior Vice President (since May 1985) and General Counsel
Secretary since 2001 (since February 2002) of the Manager; General Counsel and
Age: 54 a director (since November 2001) of OppenheimerFunds
Distributor, Inc.; Senior Vice President and General
Counsel (since November 2001) of HarbourView Asset
Management Corporation; Vice President and a director
(since November 2000) of Oppenheimer Partnership Holdings,
Inc.; Senior Vice President, General Counsel and a
director (since November 2001) of Shareholder Services,
Inc., Shareholder Financial Services, Inc., OFI Private
Investments, Inc., Oppenheimer Trust Company and OFI
Institutional Asset Management, Inc.; General Counsel
(since November 2001) of Centennial Asset Management
Corporation; a director (since November 2001) of
Oppenheimer Real Asset Management, Inc.; Assistant
Secretary and a director (since November 2001) of
OppenheimerFunds International Ltd.; Vice President (since
November 2001) of OppenheimerFunds Legacy Program;
Secretary (since November 2001) of Oppenheimer Acquisition
Corp.; formerly Acting General Counsel (November
2001-February 2002) and Associate General Counsel (May
1981-October 2001) of the Manager; Assistant Secretary of
Shareholder Services, Inc. (May 1985-November 2001),
Shareholder Financial Services, Inc. (November
1989-November 2001); OppenheimerFunds International Ltd.
and Oppenheimer Millennium Funds plc (October
1997-November 2001). An officer of 85 portfolios in the
OppenheimerFunds complex.
- -------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------
Katherine P. Feld, Vice President and Senior Counsel (since July 1999) of the
Assistant Secretary Manager; Vice President (since June 1990) of
since 2001 OppenheimerFunds Distributor, Inc.; Director, Vice
Age: 44 President and Assistant Secretary (since June 1999) of
Centennial Asset Management Corporation; Vice President
(since 1997) of Oppenheimer Real Asset Management, Inc.;
formerly Vice President and Associate Counsel of the
Manager (June 1990-July 1999). An officer of 85 portfolios
in the OppenheimerFunds complex.
- -------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------
Kathleen T. Ives, Vice President and Assistant Counsel (since June 1998) of
Assistant Secretary the Manager; Vice President (since 1999) of
since 2001 OppenheimerFunds Distributor, Inc.; Vice President and
Age: 36 Assistant Secretary (since 1999) of Shareholder Services,
Inc.; Assistant Secretary (since December 2001) of
OppenheimerFunds Legacy Program and Shareholder Financial
Services, Inc.; formerly Assistant Vice President and
Assistant Counsel of the Manager (August 1997-June 1998);
Assistant Counsel of the Manager (August 1994-August
1997). An officer of 85 portfolios in the OppenheimerFunds
complex.
- -------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------
Philip T. Masterson, Vice President and Assistant Counsel of the Manager (since
Assistant Secretary July 1998); formerly, an associate with Davis, Graham, &
since 2002 Stubbs LLP (January 1997-June 1998). An officer of 85
Age: 38 portfolios in the OppenheimerFunds complex.
- -------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------
Denis R. Molleur, Vice President and Senior Counsel of the Manager (since
Assistant Secretary July 1999); formerly a Vice President and Associate
since 2001 Counsel of the Manager (September 1995-July 1999). An
Age: 45 officer of 82 portfolios in the OppenheimerFunds complex.
- -------------------------------------------------------------------------------------

|X| Remuneration of Directors. The officers of the
Fund and one of the Directors of the Fund (Mr. Murphy) who
are affiliated with the Manager receive no salary or fee
from the Fund. The remaining Directors of the Fund received
the compensation shown below from the Fund with respect to
the Fund's fiscal year ended October 31, 2002. The
compensation from all of the Board I Funds (including the
Fund) represents compensation received as a director,
trustee or member of a committee of the boards of those
funds during the calendar year 2001.

- ----------------------------------------------------------------------------------
Director Name and Aggregate Retirement Estimated Total
Compensation
Annual From All
Retirement Oppenheimer
Benefits Paid Funds For Which
Benefits at Retirement Individual
Other Fund Accrued as from all Serves As
Position(s) Compensation Part of Fund Board I Funds Trustee/Director
(as applicable) from Fund1 Expenses (33 Funds) 2 (33 Funds)
- ----------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------
Clayton K. Yeutter3 $6524 $711 $36,372 $71,792
Chairman and
Proxy Committee
Member
- ----------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------
Robert G. Galli $960 $1,074 $55,6782 $202,8865
Study Committee
Member
- ----------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------
Phillip Griffiths $4986 $256 $10,256 $54,889
- ----------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------
Leon Levy3 $1,577 $0 $133,352 $173,700
- ----------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------
Benjamin Lipstein $1,363 $345 $115,270 $150,152
Study Committee
Chairman, Audit
Committee Member
- ----------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------
Joel W. Motley7 $0 $0 $0 $0
- ----------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------
Elizabeth B. $960 $1,304 $57,086 $105,760
Moynihan
Study Committee
Member
- ----------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------
Kenneth A. Randall $881 $274 $74,471 $97,012
Audit Committee
Chairman
- ----------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------
Edward V. Regan $871 $687 $46,313 $95,960
Proxy Committee
Chairman, Audit
Committee Member
- ----------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------
Russell S. $652 $761 $48,991 $71,792
Reynolds, Jr.
Proxy Committee
Member
- ----------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------
Donald Spiro $582 $315 $9,396 $64,080
- ----------------------------------------------------------------------------------
1. Aggregate compensation from the Fund includes fees
and deferred compensation, if any.
2. Estimated annual retirement benefits paid at
retirement is based on a straight life payment plan
election. The amount for Mr. Galli includes $24,989 for
serving as a trustee or director of 10 Oppenheimer funds
that are not Board I Funds.
3. Effective January 1, 2002, Clayton Yeutter became
Chairman of the Board of Trustees of the Board I Fund upon
the retirement of Leon Levy.
4. Aggregate compensation from the Fund includes $163
deferred under Deferred Compensation Plan described below.
5. Includes $97,126 for Mr. Galli for serving as trustee
or director of 10 Oppenheimer funds that are not Board I
Funds.
6. Aggregate compensation from the Fund includes $498
deferred under Deferred Compensation Plan described below.
7. Appointed to the Board on October 10, 2002 and
therefore did not receive any compensation.

|X| Retirement Plan for Directors. The Fund and its
parent corporation have 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 Oppenheimer
funds for at least 15 years to be eligible for the maximum
payment. Each Director's retirement benefits will depend on
the amount of the Director's future compensation and length
of service.

|X| Deferred Compensation Plan. The Board of
Directors has adopted a Deferred Compensation Plan for
disinterested 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 Fund. 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 the Fund's assets, liabilities and net
income per share. The plan will not obligate the 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, the Fund may invest in the funds selected by
the Director under the plan without shareholder approval
for the limited purpose of determining the value of the
Director's deferred fee account.

|X| Major Shareholders. As of December 12, 2002,
the only persons who owned of record or were known by the
Fund to own beneficially 5% or more of any class of the
Fund's outstanding shares were:
RPSS TR united staffing & assoc Inc., 401K Plan,
Attn: Robert Bilnoski, 1400 Woodloch Forest Dr.
Ste. 200, The Woodlands, TX 77380-1179 which owned
13,433.600 Class N shares (15.36% of the Class N
shares then outstanding).

RPSS TR Gussco Manufacturing Inc., 401K Plan,
Attn: Robert Sharp, 5112 2nd Ave., Brooklyn, NY
11232-4309, which owned 6,988.616 Class N shares
(7.99% of the Class N shares then outstanding).

RPSS TR IRA FBO Donald Sinclair, 1816 N. Fremont
St., Chicago, IL 60614-5005, which owned 5,470.319
Class N shares (6.25% of the Class N shares then
outstanding).

RPSS TR IRA FBO Garry J Kroeger, 8104 Melody Ln.,
Dickinson, TX 77539-7404, which owned 5,349.914
Class N shares (6.11% of the Class N shares then
outstanding).

RPSS TR SEP IRA BRUCE E HARRISON PLUMBING FBO
Bruce E Harrison, 1904 Pleasant Ridge Rd.,
Virginia Beach, VA 23457-1507, which owned
5,139.495 Class N shares (5.87% of the Class N
shares then outstanding).

IBT & CO, CUST OPPENHEIMERFUNDS CAP ACCUM PLAN,
Attn: MML037, 200 Clarendon St. Fl 16, Boston, MA
12116-5021, which owned 73,017.771 Class Y shares
(99.92% of the Class Y shares then outstanding).

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

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

|X| The Investment Advisory Agreement. The Manager
provides investment advisory and management services to the
Fund under an investment advisory agreement between the
Manager and the Fund. The Manager selects securities for
the Fund's portfolio and handles its day-to-day business.
The portfolio manager of the Fund is employed by the
Manager and is the persons who are principally responsible
for the day-to-day management of the Fund's portfolio.
Other members of the Manager's Equity Portfolio Department
provide the portfolio manager with counsel and support in
managing the Fund's portfolio.

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

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

The investment advisory agreement states that in the
absence of willful misfeasance, bad faith, gross negligence
in the performance of its duties or reckless disregard of
its obligations and duties under the investment advisory
agreement, the Manager is not liable for any loss resulting
from a good faith error or omission on its part with
respect to any of its duties under the agreement.

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

o Accounting Services. The Manager provides accounting
and record-keeping services to the Fund pursuant to an
Accounting Agreement. Under that agreement, the Manager
maintains the general ledger accounts and records relating
to the Fund's business and calculates the daily net asset
values of the Fund's shares. The accounting service fees
paid by the Fund to the Manager during its last three
fiscal years are listed below.

- -------------------------------------------------------------------------------
Fiscal Year Management Fee Paid to Accounting Services Fee Paid
Ended 10/31 OppenheimerFunds, Inc. to OppenheimerFunds, Inc.
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
2000 $2,235,663 $15,000
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
2001 $1,612,092 $15,000
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
2002 $1,481,518 $15,000
- -------------------------------------------------------------------------------

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

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

The Board reviewed the foregoing information in
arriving at its decision to renew the investment advisory
agreement. Among other factors, the Board considered:
o The nature, cost, and quality of the services
provided to the Fund and its shareholders;
o The profitability of the Fund to the Manager;
o The investment performance of the Fund in comparison
to regular market indices;
o Economies of scale that may be available to the Fund
from the Manager;
o Fees paid by other mutual funds for similar services;
o The value and quality of any other benefits or
services received by the Fund from its
relationship with the Manager; and
o The direct and indirect benefits the Manager received
from its relationship with the Fund. These
included services provided by the Distributor and
the Transfer Agent, and brokerage and soft dollar
arrangements permissible under Section 28(e) of
the Securities Exchange Act.

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

These matters were also considered by the Independent
Directors, meeting separately from the full Board with
experienced Counsel to the Fund who assisted the Board in
its deliberations. The Fund's Counsel is independent of
the Manager within the meaning and intent of the SEC Rules
regarding the independence of counsel.

After careful deliberation, the Board of concluded
that it was in the best interest of shareholders to
continue the investment advisory agreement for another
year. In arriving at a decision, the Board did not single
out any one factor or group of factors as being more
important than other factors, but considered all factors
together. The Board judged the terms and conditions of the
investment advisory agreement, including the investment
advisory fee, in light of all of the surrounding
circumstances.

Brokerage Policies of the Fund

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

Under the investment advisory agreement, the Manager
may select brokers (other than affiliates) that provide
brokerage and/or research services for the Fund and/or the
other accounts over which the Manager or its affiliates
have investment discretion. The commissions paid to such
brokers may be higher than another qualified broker would
charge, if the Manager makes a good faith determination
that the commission is fair and reasonable in relation to
the services provided. Subject to those considerations, as
a factor in selecting brokers for the Fund's portfolio
transactions, the Manager may also consider sales of shares
of the Fund and other investment companies for which the
Manager or an affiliate serves as investment advisor.

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

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

Other funds advised by the Manager have investment
policies similar to those of the Fund. Those other funds
may purchase or sell the same securities as the Fund at the
same time as the Fund, which could affect the supply and
price of the securities. If two or more funds advised by
the Manager purchase the same security on the same day from
the same dealer, the transactions under those combined
orders are averaged as to price and allocated in accordance
with the purchase or sale orders actually placed for each
account.

Most purchases of debt obligations are principal
transactions at net prices. Instead of using a broker for
those transactions, the Fund normally deals directly with
the selling or purchasing principal or market maker unless
the Manager determines that a better price or execution can
be obtained by using the services of a broker. Purchases of
portfolio securities from underwriters include a commission
or concession paid by the issuer to the underwriter.
Purchases from dealers include a spread between the bid and
asked prices. The Fund seeks to obtain prompt execution of
these orders at the most favorable net price.

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

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

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

The research services provided by brokers broadens
the scope and supplements the research activities of the
Manager. That research provides additional views and
comparisons for consideration, and helps the Manager to
obtain market information for the valuation of securities

that are either held in the Fund's portfolio or are being
considered for purchase. The Manager provides information
to the Board about the commissions paid to brokers
furnishing such services, together with the Manager's
representation that the amount of such commissions was
reasonably related to the value or benefit of such
services.

------------------------------------------------------------------------------
Fiscal Year Ended 10/31: Total Brokerage Commissions Paid by the Fund1
------------------------------------------------------------------------------
------------------------------------------------------------------------------
2000 $1,148,957
------------------------------------------------------------------------------
------------------------------------------------------------------------------
2001 $2,329,407
------------------------------------------------------------------------------
------------------------------------------------------------------------------
2002 $1,590,3212
------------------------------------------------------------------------------
1. Amounts do not include spreads or commissions on
principal transactions on a net trade basis.
2. In the fiscal year ended 10/31/02, the amount of
transactions directed to brokers for research services
was $177,759,262 and the amount of the commissions
paid to broker-dealers for those services was $426,915.

Distribution and Service Plans

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

The sales charges and concessions paid to, or
retained by, the Distributor from the sale of shares during
the Fund's three most recent fiscal years, and the
contingent deferred sales charges retained by the
Distributor on the redemption of shares for the most recent
fiscal year are shown in the tables below.

- -------------------------------------------
Fiscal Aggregate Class A
Front-End
Year Front-End Sales Sales Charges
Ended Charges on Retained by
10/31: Class A Shares Distributor1
- -------------------------------------------
- -------------------------------------------
2000 $370,966 $174,293
- -------------------------------------------
- -------------------------------------------
2001 $317,775 $140,878
- -------------------------------------------
- -------------------------------------------
2002 $328,773 $140,953
- -------------------------------------------
1. Includes amounts retained by a broker-dealer that is
an affiliate or a parent of the Distributor.

- ------------------------------------------------------------------------------
Fiscal Concessions on Concessions on Concessions on Concessions on
Year Class A Shares Class B Shares Class C Shares Class N Shares
Ended Advanced by Advanced by Advanced by Advanced by
10/31: Distributor1 Distributor1 Distributor1 Distributor1
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
2000 $54,817 $372,763 $28,351 N/A
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
2001 $46,553 $289,729 $26,187 $1182
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
2002 $24,890 $321,368 $55,902 $13,817
- ------------------------------------------------------------------------------
1. The Distributor advances concession payments to
dealers for certain sales of Class A shares and for
sales of Class B, Class C and Class N shares from its
own resources at the time of sale.
2. The inception date of Class N shares was March 1,
2001.

- ------------------------------------------------------------------------------
Fiscal Class A Class B Class C Class N
Contingent Contingent Contingent Contingent
Year Deferred Sales Deferred Sales Deferred Sales Deferred Sales
Ended Charges Charges Charges Charges
10/31 Retained by Retained by Retained by Retained by
Distributor Distributor Distributor Distributor
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
2002 $5,940 $147,720 $2,050 $782
- ------------------------------------------------------------------------------

Each plan has been approved by a vote of the Board of
Directors, including a majority of the Independent
Directors3, cast in person at a meeting called for the
purpose of voting on that plan.

Under the plans, the Manager and the Distributor, in
their sole discretion, from time to time, may use their own
resources (at no direct cost to the Fund) to make payments
to brokers, dealers or other financial institutions for
distribution and administrative services they perform. The
Manager may use its profits from the advisory fee it
receives from the Fund. In their sole discretion, the
Distributor and the Manager may increase or decrease the
amount of payments they make from their own resources to
plan recipients.

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

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

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

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

Under the plan for a class, no payment will be made
to any recipient in any quarter in which the aggregate net
asset values of all Fund shares of that class held by the
recipient for itself and its customers does not exceed a
minimum amount, if any, that may be set from time to time
by a majority of the Independent Directors. The Board of
Directors has set no minimum amount of assets to qualify
for payments under the plans.

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

With respect to purchases of Class A shares subject
to a contingent deferred sales charge by certain retirement
plans that purchased such shares prior to March 1, 2001
("grandfathered retirement accounts"), the Distributor
currently intends to pay the service fee to Recipients in
advance for the first year after the shares are purchased.
During the first year the shares are sold, the Distributor
retains the service fee to reimburse itself for the costs
of distributing the shares sold under this arrangement.
After the first year shares are outstanding, the
Distributor makes service fee payments to Recipients
quarterly on those shares. The advance payment is based on
the net asset value of shares sold. Shares purchased by
exchange do not qualify for the advance service fee
payment. If Class A shares purchased by grandfathered
retirement accounts are redeemed during the first year
after their purchase, the Recipient of the service fees on
those shares will be obligated to repay the Distributor a
pro rata portion of the advance payment of the service fee
made on those shares.

For the fiscal year ended October 31, 2002 payments
under the Class A Plan totaled $405,280, of which $37 was
retained by the Distributor under the arrangement described
above, and included $119,416 paid to an affiliate of the
Distributor's parent company. Any unreimbursed expenses the
Distributor incurs with respect to Class A shares in any
fiscal year cannot be recovered in subsequent years. The
Distributor may not use payments received under the Class A
Plan to pay any of its interest expenses, carrying charges,
or other financial costs, or allocation of overhead.

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

Each Plan permits the Distributor to retain both the
asset-based sales charges and the service fees or to pay
recipients the service fee on a quarterly basis, without
payment in advance. However, the Distributor currently
intends to pay the service fee to recipients in advance for
the first year after Class B, Class C and Class N shares
are purchased. After the first year Class B, Class C or
Class N shares are outstanding, the Distributor makes
service fee payments quarterly on those shares. The
advance payment is based on the net asset value of shares
sold. Shares purchased by exchange do not qualify for the
advance service fee payment. If Class B, Class C or Class N
shares are redeemed during the first year after their
purchase, the recipient of the service fees on those shares
will be obligated to repay the Distributor a pro rata
portion of the advance payment of the service fee made on
those shares. In cases where the Distributor is the broker
of record for Class B, Class C and Class N shares, i.e.
shareholders without the services of a broker directly
invest in the Fund, the Distributor will retain the
asset-based sales charge and service fee for Class B, Class
C and Class N shares.

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

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

may use the payments under the plan to include the
Fund in various third-party distribution programs
that may increase sales of Fund shares,
o may experience increased difficulty selling the
Fund's shares if payments under the plan are
discontinued because most competitor funds have
plans that pay dealers for rendering distribution
services as much or more than the amounts
currently being paid by the Fund, and
o may not be able to continue providing, at the same or
at a lesser cost, the same quality distribution
sales efforts and services, or to obtain such
services from brokers and dealers, if the plan
payments were to be discontinued.

The Distributor's actual expenses in selling Class B,
Class C and Class N shares may be more than the payments it
receives from the contingent deferred sales charges
collected on redeemed shares and from the Fund under the
plans. If either the Class B, Class C or Class N plan is
terminated by the Fund, the Board of Directors may allow
the Fund to continue payments of the asset-based sales
charge to the Distributor for distributing shares before
the plan was terminated.

- --------------------------------------------------------------------------------
Distribution Fees Paid to the Distributor for the Year Ended 10/31/02
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Class: Total Payments Amount Distributor's Distributor's
Aggregate Unreimbursed
Unreimbursed Expenses as %
Retained by Expenses Under of Net Assets
Under Plan Distributor Plan of Class
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Class B Plan $562,278 $439,4481 $2,197,410 4.64%
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Class C Plan $129,685 $34,0482 $374,036 2.78%
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Class N Plan $2,521 $2,218 $20,528 1.71%
- --------------------------------------------------------------------------------
1. Includes $18,642 paid to an affiliate of the
Distributor's parent company.
2. Includes $5,714 paid to an affiliate of the
Distributor's parent company.

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

Performance of the Fund

Explanation of Performance Terminology. The Fund uses a
variety of terms to illustrate its investment performance.
Those terms include "cumulative total return," "average
annual total return," "average annual total return at net
asset value" and "total return at net asset value." An
explanation of how total returns are calculated is set
forth below. The charts below show the Fund's performance
as of the Fund's most recent fiscal year end. You can
obtain current performance information by calling the
Fund's Transfer Agent at 1.800.225.5567 or by visiting the
OppenheimerFunds Internet website at
www.oppenheimerfunds.com.

The Fund's illustrations of its performance data in
advertisements must comply with rules of the Securities and
Exchange Commission. Those rules describe the types of
performance data that may be used and how it is to be
calculated. In general, any advertisement by the Fund of
its performance data must include the average annual total
returns for the advertised class of shares
of the Fund. Those returns must be shown for the 1-, 5- and
10-year periods (or the life of the class, if less) ending
as of the most recently ended calendar quarter prior to the
publication of the advertisement (or its submission for
publication).

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

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

|X| Total Return Information. There are different
types of "total returns" to measure the Fund's performance.
Total return is the change in value of a hypothetical
investment in the Fund over a given period, assuming that
all dividends and capital gains distributions are
reinvested in additional shares and that the investment is
redeemed at the end of the period. Because of differences
in expenses for each class of shares, the total returns for
each class are separately measured. The cumulative total
return measures the change in value over the entire period
(for example, 10 years). An average annual total return
shows the average rate of return for each year in a period
that would produce the cumulative total return over the
entire period. However, average annual total returns do not
show actual year-by-year performance. The Fund uses
standardized calculations for its total returns as
prescribed by the SEC. The methodology is discussed below.

In calculating total returns for Class A shares, the
current maximum sales charge of 5.75% (as a percentage of
the offering price) is deducted from the initial investment
("P") (unless the return is shown without sales charge, as
described below). For Class B shares, payment of the
applicable contingent deferred sales charge is applied,
depending on the period for which the return is shown: 5.0%
in the first year, 4.0% in the second year, 3.0% in the
third and fourth years, 2.0% in the fifth year, 1.0% in the
sixth year and none thereafter. For Class C shares, the
1.0% contingent deferred sales charge is deducted for
returns for the one-year period. For Class N shares, the 1%
contingent deferred sales charge is deducted for returns
for the one year period.

Class N total returns may also be calculated for the
periods prior to 3/1/01 (the inception date for Class N
shares), based on the Fund's Class A returns, adjusted to
reflect the higher Class N 12b-1 fees. There is no sales
charge on Class Y shares.

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

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

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

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

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

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

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

- --------------------------------------------------------------------------------
The Fund's Total Returns for the Periods Ended 10/31/02
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Class of Cumulative Average Annual Total Returns
Total
Returns (10
Shares years
or life of
Class)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
1-Year 5-Year 10-Year
(or life of (or life of
class) class)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
After Without After Without After Without After Without
Sales Sales Sales Sales Sales Sales Sales Sales
Charge Charge Charge Charge Charge Charge Charge Charge
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Class A1 113.08% 126.09% -12.49% -7.15% -3.15% -1.99% 7.86% 8.50%
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Class B 32.49%2 32.49%2 -12.47% -7.87% -3.02% -2.74% 4.05%2 4.05%2
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Class C 16.16%3 16.16%3 -8.77% -7.85% -2.73% -2.73% 2.33%3 2.33%3
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Class N -18.57%4 -18.57%4 -8.33% -7.41% -11.60%4 -11.60%4 N/A N/A
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Class Y N/A 13.21%5 N/A -7.18% N/A -1.74% N/A 2.13%5
- --------------------------------------------------------------------------------
1. Inception of Class A: 9/16/85.
2. Inception of Class B: 10/2/95.
3. Inception of Class C: 5/1/96.
4. Inception of Class N: 3/1/01.
5. Inception of Class Y: 12/16/96.

--------------------------------------------------------------------------
Average Annual Total Returns for Class A Shares (After Sales Charges)
For the Periods Ended 10/31/02
--------------------------------------------------------------------------
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1-Year 5-Year 10-Year
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After Taxes on Distributions -12.51% -4.83% 5.39%1
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After Taxes on -7.60% -2.71% 5.65%1
Distributions and
Redemption of Fund Shares
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1. Inception date of Class A: 9/16/85

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

|X| Lipper Rankings. From time to time the Fund may
publish the ranking of the performance of its classes of
shares by Lipper, Inc. ("Lipper"). Lipper is a
widely-recognized independent mutual fund monitoring
service. Lipper monitors the performance of regulated
investment companies, including the Fund, and ranks their
performance for various periods in

categories based on investment styles. The Lipper
performance rankings are based on total returns that
include the reinvestment of capital gain distributions and
income dividends but do not take sales charges or taxes
into consideration. Lipper also publishes "peer-group"
indices of the performance of all mutual funds in a
category that it monitors and averages of the performance
of the funds in particular categories.

|X| Morningstar Ratings. From time to time the Fund may
publish the star rating of the performance of its classes
of shares by Morningstar, Inc., an independent mutual fund
monitoring service. Morningstar rates mutual funds in
their specialized market sector. The Fund is rated among
the domestic stock funds category.

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

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

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

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

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

ABOUT your account

How to Buy Shares

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

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

Reduced Sales Charges. As discussed in the Prospectus, a
reduced sales charge rate may be obtained for Class A
shares under Right of Accumulation and Letters of Intent
because of the economies of sales efforts and reduction in
expenses realized by the Distributor, dealers and brokers
making such sales. No sales charge is imposed in certain
other circumstances described

in Appendix C to this Statement of Additional Information
because the Distributor or dealer or broker incurs little
or no selling expenses.

|X| Right of Accumulation. To qualify for the lower
sales charge rates that apply to larger purchases of Class
A shares, you and your spouse can add together:
o Class A and Class B shares you purchase for your
individual accounts (including IRAs and 403(b)
plans), or for your joint accounts, or for
trust or custodial accounts on behalf of your
children who are minors, and
o Current purchases of Class A and Class B shares of
the Fund and other Oppenheimer funds to reduce
the sales charge rate that applies to current
purchases of Class A shares, and
o Class A and Class B shares of Oppenheimer funds you
previously purchased subject to an initial or
contingent deferred sales charge to reduce the
sales charge rate for current purchases of
Class A shares, provided that you still hold
your investment in one of the Oppenheimer funds.

A fiduciary can count all shares purchased for a
trust, estate or other fiduciary account (including one or
more employee benefit plans of the same employer) that has
multiple accounts. The Distributor will add the value, at
current offering price, of the shares you previously
purchased and currently own to the value of current
purchases to determine the sales charge rate that applies.
The reduced sales charge will apply only to current
purchases. You must request it when you buy shares.

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

Oppenheimer AMT-Free New York Municipals Oppenheimer MidCap Fund
Oppenheimer Bond Fund Oppenheimer Multiple Strategies Fund
Oppenheimer California Municipal Fund Oppenheimer Municipal Bond Fund
Oppenheimer Capital Appreciation Fund Oppenheimer New Jersey Municipal Fund
Oppenheimer Capital Preservation Fund Oppenheimer Pennsylvania Municipal Fund
Oppenheimer Capital Income Fund Oppenheimer Quest Balanced Value Fund
Oppenheimer Quest Capital Value Fund,
Oppenheimer Champion Income Fund Inc.
Oppenheimer Quest Global Value Fund,
Oppenheimer Convertible Securities Fund Inc.
Oppenheimer Developing Markets Fund Oppenheimer Quest Opportunity Value Fund
Oppenheimer Disciplined Allocation Fund Oppenheimer Quest Value Fund, Inc.
Oppenheimer Discovery Fund Oppenheimer Real Asset Fund
Oppenheimer Rochester National
Oppenheimer Emerging Growth Fund Municipals
Oppenheimer Emerging Technologies Fund Oppenheimer Senior Floating Rate Fund
Oppenheimer Enterprise Fund Oppenheimer Small Cap Value Fund
Oppenheimer Europe Fund Oppenheimer Strategic Income Fund
Oppenheimer Global Fund Oppenheimer Total Return Fund, Inc.
Oppenheimer Global Growth & Income Fund Oppenheimer Trinity Core Fund
Oppenheimer Trinity Large Cap Growth
Oppenheimer Gold & Special Minerals Fund Fund
Oppenheimer Growth Fund Oppenheimer Trinity Value Fund
Oppenheimer High Yield Fund Oppenheimer U.S. Government Trust
Oppenheimer International Bond Fund Oppenheimer Value Fund
Oppenheimer International Growth Fund Limited-Term New York Municipal Fund
Oppenheimer International Small Company
Fund Rochester Fund Municipals
Oppenheimer Limited-Term Government Fund OSM1- Gartmore Millennium Growth Fund II
Oppenheimer Limited Term Municipal Fund OSM1 - Jennison Growth Fund
Oppenheimer Main Street Growth & Income OSM1 - Mercury Advisors S&P 500 Index
Fund Fund
OSM1 - Mercury Advisors Focus Growth
Oppenheimer Main Street Opportunity Fund Fund
Oppenheimer Main Street Small Cap Fund OSM1 - QM Active Balanced Fund
OSM1 - Salomon Brothers All Cap Fund
And the following money market funds:

Centennial America Fund, L. P. Centennial New York Tax Exempt Trust
Centennial California Tax Exempt Trust Centennial Tax Exempt Trust
Centennial Government Trust Oppenheimer Cash Reserves
Centennial Money Market Trust Oppenheimer Money Market Fund, Inc.
1 - "OSM" stands for Oppenheimer Select Managers

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

Letters of Intent. Under a Letter of Intent, if you
purchase Class A shares or Class A and Class B shares of
the Fund and other Oppenheimer funds during a 13-month
period, you can reduce the sales charge rate that applies
to your purchases of Class A shares. The total amount of
your intended purchases of both Class A and Class B shares
will determine the reduced sales charge rate for the Class
A shares purchased during that period. You can include
purchases made up to 90 days before the date of the
Letter. Letters of Intent do not consider Class C or Class
N shares you purchase or may have purchased.

A Letter of Intent is an investor's statement in
writing to the Distributor of the intention to purchase
Class A shares or Class A and Class B shares of the Fund
(and other Oppenheimer funds) during a 13-month period (the
"Letter of Intent period"). At the investor's request, this
may include purchases made up to 90 days prior to the date
of the Letter. The Letter states the investor's intention
to make the aggregate amount of purchases of shares which,
when added to the investor's holdings of shares of those
funds, will equal or exceed the amount specified in the
Letter. Purchases made by reinvestment of dividends or
distributions of capital gains and purchases made at net
asset value without sales charge do not count toward
satisfying the amount of the Letter.

A Letter enables an investor to count the Class A and
Class B shares purchased under the Letter to obtain the
reduced sales charge rate on purchases of Class A shares of
the Fund (and other Oppenheimer funds) that applies under
the Right of Accumulation to current purchases of Class A
shares. Each purchase of Class A shares under the Letter
will be made at the offering price (including the sales
charge) that applies to a single lump-sum purchase of
shares in the amount intended to be purchased under the
Letter.

In submitting a Letter, the investor makes no
commitment to purchase shares. However, if the investor's
purchases of shares within the Letter of Intent period,
when added to the value (at offering price) of the
investor's holdings of shares on the last day of that
period, do not equal or exceed the intended purchase
amount, the investor agrees to pay the additional amount of
sales charge applicable to such purchases. That amount is
described in "Terms of Escrow," below (those terms may be
amended by the Distributor from time to time). The
investor agrees that shares equal in value to 5% of the
intended purchase amount will be held in escrow by the
Transfer Agent subject to the Terms of Escrow. Also, the
investor agrees to be bound by the terms of the Prospectus,
this Statement of Additional Information and the
application used for a Letter of Intent. If those terms are
amended, as they may be from time to time by the Fund, the
investor agrees to be bound by the amended terms and that
those amendments will apply automatically to existing
Letters of Intent.

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

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

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

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

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

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

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

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

5. The shares eligible for purchase under the Letter (or
the holding of which may be counted toward completion of a
Letter) include:
(a) Class A shares sold with a front-end sales charge or
subject to a Class A contingent deferred sales
charge,
(b) Class B shares of other Oppenheimer funds acquired
subject to a contingent
deferred sales charge, and
(c) Class A or Class B shares acquired by exchange of
either (1) Class A shares of one of the other
Oppenheimer funds that were acquired subject to
a Class A initial or contingent deferred sales
charge or (2) Class B shares of one of the
other Oppenheimer funds that were acquired
subject to a contingent deferred sales charge.

6. Shares held in escrow hereunder will automatically
be exchanged for shares of another fund to which an
exchange is requested, as described in the section of the
Prospectus entitled "How to Exchange Shares" and the escrow
will be transferred to that other fund.

Asset Builder Plans. As explained in the Prospectus, you
must initially establish your account with $500.
Subsequently, you can establish an Asset Builder Plan to
automatically purchase additional shares directly from a
bank account for as little as $50. For those accounts
established prior to November 1, 2002 and which have
previously established Asset Builder Plans, additional
purchases will remain at $25. Shares purchased by Asset
Builder Plan payments from bank accounts are subject to the
redemption restrictions for recent purchases described in
the Prospectus. Asset Builder Plans are available only if
your bank is an ACH member. Asset Builder Plans may not be
used to buy shares for OppenheimerFunds employer-sponsored
qualified retirement accounts. Asset Builder Plans also
enable shareholders of Oppenheimer Cash Reserves to use
their fund account to make monthly automatic purchases of
shares of up to four other Oppenheimer funds.

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

Before you establish Asset Builder payments, you
should obtain a prospectus of the selected fund(s) from
your financial advisor (or the Distributor) and request an
application from the Distributor. Complete the application
and return it. You may change the amount of your Asset
Builder payment or you can terminate these automatic
investments at any time by writing to the Transfer Agent.
The Transfer Agent requires a reasonable period
(approximately 10 days)

after receipt of your instructions to implement them. The
Fund reserves the right to amend, suspend or discontinue
offering Asset Builder plans at any time without prior
notice.

Retirement Plans. Certain types of retirement plans are
entitled to purchase shares of the Fund without sales
charge or at reduced sales charge rates, as described in
Appendix C to this Statement of Additional Information.
Certain special sales charge arrangements described in that
Appendix apply to retirement plans whose records are
maintained on a daily valuation basis by Merrill Lynch
Pierce Fenner & Smith, Inc. ("Merrill Lynch") or an
independent record keeper that has a contract or special
arrangement with Merrill Lynch. If on the date the plan
sponsor signed the Merrill Lynch record keeping service
agreement the plan has less than $3 million in assets
(other than assets invested in money market funds) invested
in applicable investments, then the retirement plan may
purchase only Class B shares of the Oppenheimer funds. Any
retirement plans in that category that currently invest in
Class B shares of the Fund will have their Class B shares
converted to Class A shares of the Fund when the plan's
applicable investments reach $5 million. OppenheimerFunds
has entered into arrangements with certain record keepers
whereby the Transfer Agent compensates the record keeper
for its record keeping and account servicing functions that
it performs on behalf of the participant level accounts of
a retirement plan. While such compensation may act to
reduce the record keeping fees charged by the retirement
plan's record keeper, that compensation arrangement may be
terminated at any time, potentially affecting the record
keeping fees charged by the retirement plan's record keeper.

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

Classes of Shares. Each class of shares of the Fund
represents an interest in the same portfolio of investments
of the Fund. However, each class has different shareholder
privileges and features. The net income attributable to
Class B, Class C or Class N shares and the dividends
payable on Class B, Class C or Class N shares will be
reduced by incremental expenses borne solely by that class.
Those expenses include the asset-based sales charges to
which Class B, Class C and Class N shares are subject.

The availability of different classes of shares
permits an investor to choose the method of purchasing
shares that is more appropriate for the investor. That may
depend on the amount of the purchase, the length of time
the investor expects to hold shares, and other relevant
circumstances. Class A shares normally are sold subject to
an initial sales charge. While Class B, Class C and Class N
shares have no initial sales charge, the purpose of the
deferred sales charge and asset-based sales charge on Class
B, Class C and Class N shares is the same as that of the
initial sales charge on Class A shares - to compensate the
Distributor and brokers, dealers and financial institutions
that sell shares of the Fund. A salesperson who is
entitled to receive compensation from his or her firm for
selling Fund shares may receive different levels of
compensation for selling one class of shares rather than
another.

The Distributor will not accept any order in the
amount of $500,000 or more for Class B shares or $1 million
or more for Class C shares on behalf of a single investor
(not including dealer "street name" or omnibus accounts).
That is because generally it will be more advantageous for
that investor to purchase Class A shares of the Fund.

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

|X| Class B Conversion. Under current
interpretations of applicable federal income tax law by the
Internal Revenue Service, the conversion of Class B shares
to Class A shares after six years is not treated as a
taxable event for the shareholder. If those laws or the IRS
interpretation of those laws should change, the automatic
conversion feature may be suspended. In that event, no
further conversions of Class B shares would occur while
that suspension remained in effect. Although Class B
shares could then be exchanged for Class A shares on the
basis of relative net asset value of the two classes,
without the imposition of a sales charge or fee, such
exchange could constitute a taxable event for the
shareholder, and absent such exchange, Class B shares might
continue to be subject to the asset-based sales charge for
longer than six years.

|X| Availability of Class N Shares. In addition to
the description of the types of retirement plans which may
purchase Class N shares contained in the prospectus, Class
N shares also are offered to the following:
o to all rollover IRAs (including SEP IRAs and SIMPLE
IRAs),
o to all rollover contributions made to Individual
401(k) plans, Profit-Sharing Plans and Money
Purchase Pension Plans,
o to all direct rollovers from
OppenheimerFunds-sponsored Pinnacle and
Ascender retirement plans,
o to all trustee-to-trustee IRA transfers,
o to all 90-24 type 403(b) transfers,
o to Group Retirement Plans (as defined in Appendix C
to this Statement of Additional Information)
which have entered into a special agreement
with the Distributor for that purpose,
o to Retirement Plans qualified under Sections 401(a)
or 401(k) of the Internal Revenue Code, the
recordkeeper or the plan sponsor for which has
entered into a special agreement with the
Distributor,
o to Retirement Plans of a plan sponsor where the
aggregate assets of all such plans invested in
the Oppenheimer funds is $500,000 or more,
o to OppenheimerFunds-sponsored Ascender 401(k) plans
that pay for the purchase with the redemption
proceeds of Class A shares of one or more
Oppenheimer funds.
o to certain customers of broker-dealers and financial
advisors that are identified in a special
agreement between the broker-dealer or
financial advisor and the Distributor for that
purpose.

The sales concession and the advance of the service
fee, as described in the Prospectus, will not be paid to
dealers of record on sales of Class N shares on:
o purchases of Class N shares in amounts of $500,000 or
more by a retirement plan that pays for the
purchase with the redemption proceeds of Class
A shares of one or more Oppenheimer funds
(other than rollovers from an
OppenheimerFunds-sponsored Pinnacle or Ascender
401(k) plan to any IRA invested in the
Oppenheimer funds),
o purchases of Class N shares in amounts of $500,000 or
more by a retirement plan that pays for the
purchase with the redemption proceeds of Class
C shares of one or more Oppenheimer funds held
by the plan for more than one year (other than
rollovers from an OppenheimerFunds-sponsored
Pinnacle or Ascender 401(k) plan to any IRA
invested in the Oppenheimer funds), and
o on purchases of Class N shares by an
OppenheimerFunds-sponsored Pinnacle or Ascender
401(k) plan made with the redemption proceeds
of Class A shares of one or more Oppenheimer
funds.

No sales concessions will be paid to the
broker-dealer of record, as described in the Prospectus, on
sales of Class N shares purchased with the redemption
proceeds of shares of another mutual fund offered as an
investment option in a retirement plan in which Oppenheimer
funds are also offered as investment options under a
special arrangement with the Distributor, if the purchase
occurs more than 30 days after the Oppenheimer funds are
added as an investment option under that plan.

|X| Allocation of Expenses. The Fund pays expenses
related to its daily operations, such as custodian fees,
Trustees' fees, transfer agency fees, legal fees and
auditing costs. Those expenses are paid out of the Fund's
assets and are not paid directly by shareholders. However,
those expenses reduce the net asset values of shares, and
therefore are indirectly borne by shareholders through
their investment.

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

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

Account Fees. As stated in the Prospectus, a $12 annual fee
is assessed on any account valued at less than $500. This
fee will not be assessed on the following accounts:
o Accounts that have balances below $500 due to the
automatic conversion of shares from Class B to Class
A shares;
o Accounts with an active Asset Builder Plan, payroll
deduction plan or a military allotment plan;
o OppenheimerFunds-sponsored group retirement accounts
that are making continuing purchases;
o Certain accounts held by broker-dealers through the
National Securities Clearing Corporation; and
o Accounts that fall below the $500 threshold due
solely to market fluctuations within the 12-month
period preceding the date the fee is deducted.

The fee is automatically deducted from qualifying
accounts annually on or about the second to last business
day of September. This annual fee is waived for any
shareholders who elect to access their account documents
through electronic document delivery rather than in paper
copy and who elect to utilize the Internet or PhoneLink as
their primary source for their general servicing needs. To
sign up to access account documents electronically via
eDocs Direct, please visit the Service Center on our
website at WWW.OPPENHEIMERFUNDS.COM or call 1.888.470.0862
------------------------
for instructions.

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

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

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

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

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

The closing prices in the London foreign exchange
market on a particular business day that are provided to
the Manager by a bank, dealer or pricing service that the
Manager has determined to be reliable are used to value
foreign currency, including forward contracts, and to
convert to U.S. dollars securities that are denominated in
foreign currency.
Puts, calls, and futures are valued at the last sale
price on the principal exchange on which they are traded or
on Nasdaq, as applicable, as determined by a pricing
service approved by the Board of Directors or by the
Manager. If there were no sales that day, they shall be
valued at the last sale price on the preceding trading day
if it is within the spread of the closing "bid" and "asked"
prices on the principal exchange or on Nasdaq on the
valuation date. If not, the value shall be the closing bid
price on the principal exchange or on Nasdaq on the
valuation date. If the put, call or future is not traded
on an exchange or on Nasdaq, it shall be valued by the mean
between "bid" and "asked" prices obtained by the Manager
from two active market makers. In certain cases that may be
at the "bid" price if no "asked" price is available.

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

How to Sell Shares

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

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

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

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

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

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

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

Involuntary Redemptions. The Fund's Board of Directors has
the right to cause the involuntary redemption of the shares
held in any account if the account holds fewer than 100
shares. If the Board exercises this right, it may also fix
the requirements for any notice to be given to the
shareholders in question (not less than 30 days). The Board
may alternatively set requirements for the shareholder to
increase the investment, or set other terms and conditions
so that the shares would not be involuntarily redeemed.

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

If less than all shares held in an account are
transferred, and some but not all shares in the account
would be subject to a contingent deferred sales charge if
redeemed at the time of transfer, the priorities described
in the Prospectus under "How to Buy Shares" for the
imposition of the Class B, Class C and Class N contingent
deferred sales charge will be followed in determining the
order in which shares are transferred.

Distributions From Retirement Plans. Requests for
distributions from OppenheimerFunds-sponsored IRAs,
SEP-IRAs, SIMPLE IRAs, 403(b)(7) custodial plans, 401(k)
plans or pension or profit-sharing plans should be
addressed to "Trustee, OppenheimerFunds Retirement Plans,"
c/o the Transfer Agent at its address listed in "How To
Sell Shares" in the Prospectus or on the back cover of this
Statement of Additional Information. The request must:
(1) state the reason for the distribution;
(2) state the owner's awareness of tax penalties if the
distribution is premature; and
(3) conform to the requirements of the plan and the
Fund's other redemption requirements.

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

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

Special Arrangements for Repurchase of Shares from Dealers
and Brokers. The Distributor is the Fund's agent to
repurchase its shares from authorized dealers or brokers on
behalf of their customers. Shareholders should contact
their broker or dealer to arrange this type of redemption.
The repurchase price per share will be the net asset value
next computed after the Distributor receives an order
placed by the dealer or broker. However, if the Distributor
receives a repurchase order from a dealer or broker after
the close of The Exchange on a regular business day, it
will be processed at that day's net asset value if the
order was received by the dealer or broker from its
customers prior to the time the Exchange closes. Normally,
the Exchange closes at 4:00 P.M., but may do so earlier on
some days. Additionally, the order must have been
transmitted to and received by the Distributor prior to its
close of business that day (normally 5:00 P.M.).

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

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

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

The Fund cannot guarantee receipt of a payment on the
date requested. The Fund reserves the right to amend,
suspend or discontinue offering these plans at any time
without prior notice. Because of the sales charge assessed
on Class A share purchases, shareholders should not make
regular additional Class A share purchases while
participating in an Automatic Withdrawal Plan. Class B,
Class C and Class N shareholders should not establish
automatic withdrawal plans, because of the potential
imposition of the contingent deferred sales charge on such
withdrawals (except where the Class B, Class C or Class N
contingent deferred sales charge is waived as described in
Appendix C to this Statement of Additional Information).

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

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

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

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

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

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

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

To use shares held under the Plan as collateral for a
debt, the Planholder may request issuance of a portion of
the shares in certificated form. Upon written request from
the Planholder, the Transfer Agent will determine the
number of shares for which a certificate may be issued
without causing the withdrawal checks to stop. However,
should such uncertificated shares become exhausted, Plan
withdrawals will terminate.

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

How to Exchange Shares

deemed "Class A" shares for this purpose. You can obtain a
current list showing which funds offer which classes of
shares by calling the Distributor.

o All of the Oppenheimer funds currently offer Class A,
B, C, N and Y shares with the following exceptions:
The following funds only offer Class A shares:
Centennial America Fund, L.P. Centennial New York Tax Exempt
Trust
Centennial California Tax Exempt Trust Centennial Tax Exempt Trust
Centennial Government Trust Oppenheimer Money Market Fund, Inc.
Centennial Money Market Trust

The following funds do not offer Class N shares:
Oppenheimer AMT-Free New York Oppenheimer Pennsylvania Municipal
Municipals Fund
Oppenheimer California Municipal Fund Oppenheimer Rochester National
Municipals
Oppenheimer Limited Term Municipal Fund Oppenheimer Senior Floating Rate
Fund
Oppenheimer Municipal Bond Fund Limited Term New York Municipal
Fund
Oppenheimer New Jersey Municipal Fund Rochester Fund Municipals

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

o Class Y shares of Oppenheimer Real Asset Fund may not
be exchanged for shares of any other fund.
o Class B, Class C and Class N shares of Oppenheimer
Cash Reserves are generally available only by
exchange from the same class of shares of other
Oppenheimer funds or through
OppenheimerFunds-sponsored 401(k) plans.
o Class M shares of Oppenheimer Convertible Securities
Fund may be exchanged only for Class A shares of
other Oppenheimer funds. They may not be acquired by
exchange of shares of any class of any other
Oppenheimer funds except Class A shares of
Oppenheimer Money Market Fund or Oppenheimer Cash
Reserves acquired by exchange of Class M shares.
o Class X shares of Limited Term New York Municipal
Fund may be exchanged only for Class B shares of
other Oppenheimer funds and no exchanges may be made
to Class X shares.
o Shares of Oppenheimer Capital Preservation Fund may
not be exchanged for shares of Oppenheimer Money
Market Fund, Inc., Oppenheimer Cash Reserves or
Oppenheimer Limited-Term Government Fund. Only
participants in certain retirement plans may purchase
shares of Oppenheimer Capital Preservation Fund, and
only those participants may exchange shares of other
Oppenheimer funds for shares of Oppenheimer Capital
Preservation Fund.
o

Class A shares of Oppenheimer Senior Floating Rate Fund
are not available by exchange of shares of
Oppenheimer Money Market Fund or Class A shares of
Oppenheimer Cash Reserves.
o Shares of Oppenheimer Select Managers Mercury
Advisors S&P Index Fund and Oppenheimer Select
Managers QM Active Balanced Fund are only available
to retirement plans and are available only by
exchange from the same class of shares of other
Oppenheimer funds held by retirement plans.
o Class A shares of Oppenheimer funds may be exchanged
at net asset value for shares of any money market
fund offered by the Distributor. Shares of any money
market fund purchased without a sales charge may be
exchanged for shares of Oppenheimer funds offered
with a sales charge upon payment of the sales charge.
They may also be used to purchase shares of
Oppenheimer funds subject to an early withdrawal
charge or contingent deferred sales charge.
o Shares of Oppenheimer Money Market Fund, Inc.
purchased with the redemption proceeds of shares of
other mutual funds (other than funds managed by the
Manager or its subsidiaries) redeemed within the 30
days prior to that purchase may subsequently be
exchanged for shares of other Oppenheimer funds
without being subject to an initial sales charge or
contingent deferred sales charge. To qualify for that
privilege, the investor or the investor's dealer must
notify the Distributor of eligibility for this
privilege at the time the shares of Oppenheimer Money
Market Fund, Inc. are purchased. If requested, they
must supply proof of entitlement to this privilege.
o Shares of the Fund acquired by reinvestment of
dividends or distributions from any of the other
Oppenheimer funds or from any unit investment trust
for which reinvestment arrangements have been made
with the Distributor may be exchanged at net asset
value for shares of any of the Oppenheimer funds.

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

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

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

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

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

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

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

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

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

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

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

|X| Limits on Multiple Exchange Orders. The Fund
reserves the right to reject telephone or written exchange
requests submitted in bulk by anyone on behalf of more than
one account. The Fund may accept requests for exchanges of
up to 50 accounts per day from representatives of
authorized dealers that qualify for this privilege.

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

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

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

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

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

Dividends, Capital Gains and Taxes

Dividends and Distributions. The Fund has no fixed dividend
rate and there can be no assurance as to the payment of any
dividends or the realization of any capital gains. The
dividends and distributions paid by a class of shares will
vary from time to time depending on market conditions, the
composition of the Fund's portfolio, and expenses borne by
the Fund or borne separately by a class. Dividends are
calculated in the same manner, at the same time, and on the
same day for each class of shares. However, dividends on
Class B, Class C and Class N shares are expected to be
lower than dividends on Class A and Class Y shares. That is
because of the effect of the asset-based sales charge on
Class B, Class C and Class N shares. Those dividends will
also differ in amount as a consequence of any difference in
the net asset values of the different classes of shares.

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

Tax Status of the Fund's Dividends, Distributions and
Redemptions of Shares. The federal tax treatment of the
Fund's dividends and capital gains distributions is briefly
highlighted in the

Prospectus. The following is only a summary of certain
additional tax considerations generally affecting the Fund
and its shareholders.

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

|X| Qualification as a Regulated Investment Company. The
Fund has elected to be taxed as a regulated investment
company under Subchapter M of the Internal Revenue Code of
1986, as amended. As a regulated investment company, the
Fund is not subject to federal income tax on the portion of
its net investment income (that is, taxable interest,
dividends, and other taxable ordinary income, net of
expenses) and capital gain net income (that is, the excess
of net long-term capital gains over net short-term capital
losses) that it distributes to shareholders. That
qualification enables the Fund to "pass through" its income
and realized capital gains to shareholders without having
to pay tax on them. This avoids a "double tax" on that
income and capital gains, since shareholders normally will
be taxed on the dividends and capital gains they receive
from the Fund (unless their Fund shares are held in a
retirement account or the shareholder is otherwise exempt
from tax).

The Internal Revenue Code contains a number of
complex tests relating to qualification that the Fund might
not meet in a particular year. If it did not qualify as a
regulated investment company, the Fund would be treated for
tax purposes as an ordinary corporation and would receive
no tax deduction for payments made to shareholders.

To qualify as a regulated investment company, the
Fund must distribute at least 90% of its investment company
taxable income (in brief, net investment income and the
excess of net short-term capital gain over net long-term
capital loss) for the taxable year. The Fund must also
satisfy certain other requirements of the Internal Revenue
Code, some of which are described below. Distributions by
the Fund made during the taxable year or, under specified
circumstances, within 12 months after the close of the
taxable year, will be considered distributions of income
and gains for the taxable year and will therefore count
toward satisfaction of the above-mentioned requirement.

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

In addition to satisfying the requirements described
above, the Fund must satisfy an asset diversification test
in order to qualify as a regulated investment company.
Under that test, at the close of each quarter of the Fund's
taxable year, at least 50% of the value of the Fund's
assets must consist of cash and cash items (including
receivables), U.S. government securities, securities of
other regulated investment companies, and securities of
other issuers. As to each of those issuers, the Fund must
not have invested more than 5% of the value of the Fund's
total assets in securities of each such issuer and the Fund
must not hold more than 10% of the outstanding voting
securities of each such issuer. No more than 25% of the
value of its total assets may be invested in the securities
of any one issuer (other than U.S. government securities
and securities of other regulated investment

companies), or in two or more issuers which the Fund
controls and which are engaged in the same or similar
trades or businesses. For purposes of this test,
obligations issued or guaranteed by certain agencies or
instrumentalities of the U.S. government are treated as
U.S. government securities.

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

|X| Taxation of Fund Distributions. The Fund anticipates
distributing substantially all of its investment company
taxable income for each taxable year. Those distributions
will be taxable to shareholders as ordinary income and
treated as dividends for federal income tax purposes.

Special provisions of the Internal Revenue Code
govern the eligibility of the Fund's dividends for the
dividends-received deduction for corporate shareholders.
Long-term capital gains distributions are not eligible for
the deduction. The amount of dividends paid by the Fund
that may qualify for the deduction is limited to the
aggregate amount of qualifying dividends that the Fund
derives from portfolio investments that the Fund has held
for a minimum period, usually 46 days. A corporate
shareholder will not be eligible for the deduction on
dividends paid on Fund shares held for 45 days or less. To
the extent the Fund's dividends are derived from gross
income from option premiums, interest income or short-term
gains from the sale of securities or dividends from foreign
corporations, those dividends will not qualify for the
deduction.

The Fund may either retain or distribute to
shareholders its net capital gain for each taxable year.
The Fund currently intends to distribute any such amounts.
If net long term capital gains are distributed and
designated as a capital gain distribution, it will be
taxable to shareholders as a long-term capital gain and
will be properly identified in reports sent to shareholders
in January of each year. Such treatment will apply no
matter how long the shareholder has held his or her shares
or whether that gain was recognized by the Fund before the
shareholder acquired his or her shares.

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

Investment income that may be received by the Fund
from sources within foreign countries may be subject to
foreign taxes withheld at the source. The United States
has entered into tax treaties with many foreign countries
which entitle the Fund to a reduced rate of, or exemption
from, taxes on such income.

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

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

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

In general, any gain or loss arising from the
redemption of shares of the Fund will be considered capital
gain or loss, if the shares were held as a capital asset.
It will be long-term capital gain or loss if the shares
were held for more than one year. However, any capital
loss arising from the redemption of shares held for six
months or less will be treated as a long-term capital loss
to the extent of the amount of capital gain dividends
received on those shares. Special holding period rules
under the Internal Revenue Code apply in this case to
determine the holding period of shares and there are limits
on the deductibility of capital losses in any year.

|X| Foreign Shareholders. Under U.S. tax law, taxation
of a shareholder who is a foreign person (to include, but
not limited to, a nonresident alien individual, a foreign
trust, a foreign estate, a foreign corporation, or a
foreign partnership) primarily depends on whether the
foreign person's income from the Fund is effectively
connected with the conduct of a U.S. trade or business.
Typically, ordinary income dividends paid from a mutual
fund are not considered "effectively connected" income.

Ordinary income dividends that are paid by the Fund
(and are deemed not "effectively connected income") to
foreign persons will be subject to a U.S. tax withheld by
the Fund at a rate of 30%, provided the Fund obtains a
properly completed and signed Certificate of Foreign
Status. The tax rate may be reduced if the foreign person's
country of residence has a tax treaty with the U.S.
allowing for a reduced tax rate on ordinary income
dividends paid by the Fund. All income and any

tax withheld by the Fund is remitted by the Fund to the
U.S. Treasury and is identified in reports mailed to
shareholders in March of each year.

If the ordinary income dividends from the Fund are
---
effectively connected with the conduct of a U.S. trade or
business, then the foreign person may claim an exemption
from the U.S. tax described above provided the Fund obtains
a properly completed and signed Certificate of Foreign
Status.

If the foreign person fails to provide a
certification of his/her foreign status, the Fund will be
required to withhold U.S. tax at a rate of 30% (29% for
payments after December 31, 2003) on ordinary income
dividends, capital gains distributions and the proceeds of
the redemption of shares, paid to any foreign person. All
income and any tax withheld (in this situation) by the Fund
is remitted by the Fund to the U.S. Treasury and is
identified in reports mailed to shareholders in January of
each year.

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

Dividend Reinvestment in Another Fund. Shareholders of the
Fund may elect to reinvest all dividends and/or capital
gains distributions in shares of the same class of any of
the other Oppenheimer funds listed above. Reinvestment will
be made without sales charge at the net asset value per
share in effect at the close of business on the payable
date of the dividend or distribution. To elect this option,
the shareholder must notify the Transfer Agent in writing
and must have an existing account in the fund selected for
reinvestment. Otherwise the shareholder first must obtain a
prospectus for that fund and an application from the
Distributor to establish an account. Dividends and/or
distributions from shares of certain other Oppenheimer
funds (other than Oppenheimer Cash Reserves) may be
invested in shares of this Fund on the same basis.

Additional Information About the Fund

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

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

the Manager and its affiliates. The Fund's cash balances
with the custodian in excess of $100,000 are not protected
by federal deposit insurance. Those uninsured balances at
times may be substantial.

Independent Auditors. KPMG LLP are the independent auditors
of the Fund. They audit the Fund's financial statements and
perform other related audit services. They also act as
auditors for certain other funds advised by the Manager and
its affiliates.

INDEPENDENT AUDITORS' REPORT

================================================================================
The Board of Directors and Shareholders of
Oppenheimer Value Fund:

We have audited the accompanying statement of assets and liabilities of
Oppenheimer Value Fund, including the statement of investments, as of October
31, 2002, and the related statement of operations for the year then ended, the
statements of changes in net assets for each of the two years in the period then
ended, and the financial highlights for each of the five years in the period
then ended. These financial statements and financial highlights are the
responsibility of the Fund's management. Our responsibility is to express an
opinion on these financial statements and financial highlights based on our
audits.
We conducted our audits in accordance with auditing standards generally
accepted in the United States of America. Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements and financial highlights are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. Our procedures included confirmation of
securities owned as of October 31, 2002, by correspondence with the custodian
and brokers or by other appropriate auditing procedures where replies from
brokers were not received. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.
In our opinion, the financial statements and financial highlights referred to
above present fairly, in all material respects, the financial position of
Oppenheimer Value Fund as of October 31, 2002, the results of its operations for
the year then ended, the changes in its net assets for each of the two years in
the period then ended, and the financial highlights for each of the five years
in the period then ended, in conformity with accounting principles generally
accepted in the United States of America.

KPMG LLP

Denver, Colorado
November 21, 2002

STATEMENT OF INVESTMENTS October 31, 2002

Market Value
Shares See Note 1
====================================================
Common Stocks--92.7%
- ----------------------------------------------------
Consumer Discretionary--8.5%
- ----------------------------------------------------
Auto Components--0.7%
Delphi Corp. 214,500 $ 1,492,920
- ----------------------------------------------------
Leisure Equipment & Products--1.0%
Mattel, Inc. 110,800 2,034,288
- ----------------------------------------------------
Media--3.3%
News Corp. Ltd. (The),
Sponsored ADR,
Preference 336,300 6,648,651
- ----------------------------------------------------
Textiles & Apparel--3.5%
Nike, Inc., Cl. B 151,000 7,125,690
- ----------------------------------------------------
Consumer Staples--1.2%
- ----------------------------------------------------
Tobacco--1.2%
Philip Morris Cos., Inc. 59,600 2,428,700
- ----------------------------------------------------
Energy--6.7%
- ----------------------------------------------------
Energy Equipment & Services--0.5%
Noble Corp. 1 30,800 995,456
- ----------------------------------------------------
Oil & Gas--6.2%
Ashland, Inc. 70,200 1,842,750
- ----------------------------------------------------
BP plc, ADR 258,200 9,927,790
ChevronTexaco Corp. 14,000 946,820
------------
12,717,360

- ----------------------------------------------------
Financials--31.8%
- ----------------------------------------------------
Banks--7.6%
Bank of America Corp. 163,600 11,419,280
- ----------------------------------------------------
Wachovia Corp. 119,800 4,167,842
------------
15,587,122

- ----------------------------------------------------
Diversified Financials--14.3%
Capital One
Financial Corp. 71,000 2,163,370
- ----------------------------------------------------
Citigroup, Inc. 39,966 1,476,744
- ----------------------------------------------------
Franklin
Resources, Inc. 176,100 5,809,539
- ----------------------------------------------------
Freddie Mac 127,200 7,832,976
- ----------------------------------------------------
Merrill Lynch
& Co., Inc. 35,400 1,343,430
- ----------------------------------------------------
SLM Corp. 102,600 10,541,124
------------
29,167,183

- ----------------------------------------------------
Insurance--9.9%
Allstate Corp. 76,500 3,043,170
- ----------------------------------------------------
American International
Group, Inc. 175,200 10,958,760

Market Value
Shares See Note 1
- ----------------------------------------------------
Insurance Continued
Hartford Financial
Services Group, Inc. 36,200 $ 1,429,900
- ----------------------------------------------------
Prudential
Financial, Inc. 1 162,600 4,747,920
- ----------------------------------------------------
Travelers Property
Casualty Corp., Cl. A 1 3,368 44,963
- ----------------------------------------------------
Travelers Property
Casualty Corp., Cl. B 1 6,920 93,558
------------
20,318,271

- ----------------------------------------------------
Health Care--5.4%
- ----------------------------------------------------
Health Care Providers & Services--3.7%
Aetna, Inc. 171,800 6,923,540
- ----------------------------------------------------
Service Corp.
International 1 224,200 706,230
------------
7,629,770

- ----------------------------------------------------
Pharmaceuticals--1.7%
Pharmacia Corp. 62,600 2,691,800
- ----------------------------------------------------
Schering-Plough Corp. 39,100 834,785
------------
3,526,585

- ----------------------------------------------------
Industrials--10.0%
- ----------------------------------------------------
Aerospace & Defense--8.0%
Boeing Co. 310,500 9,237,375
- ----------------------------------------------------
Lockheed
Martin Corp. 124,400 7,202,760
------------
16,440,135

- ----------------------------------------------------
Industrial Conglomerates--1.7%
Tyco
International Ltd. 235,000 3,398,100
- ----------------------------------------------------
Machinery--0.3%
Navistar
International Corp. 1 125,800 578,436
- ----------------------------------------------------
Information Technology--11.6%
- ----------------------------------------------------
Communications Equipment--4.6%
JDS Uniphase Corp. 1,2 1,458,800 3,283,759
- ----------------------------------------------------
QUALCOMM, Inc 1 177,900 6,141,108
------------
9,424,867

- ----------------------------------------------------
Computers & Peripherals--3.9%
Hewlett-Packard Co. 371,800 5,874,440
- ----------------------------------------------------
Lexmark
International, Inc., Cl. A 1 26,800 1,592,456

13 | OPPENHEIMER VALUE FUND

STATEMENT OF INVESTMENTS Continued

Market Value
Shares See Note 1
- ----------------------------------------------------
Computers & Peripherals Continued
Pinnacle Systems, Inc. 1 40,600 $ 482,734
--------------
7,949,630

- ----------------------------------------------------
Electronic Equipment & Instruments--3.1%
Thermo
Electron Corp. 1 343,700 6,320,643
- ----------------------------------------------------
Materials--5.8%
- ----------------------------------------------------
Chemicals--0.9%
FMC Corp. 1 53,700 1,642,683
- ----------------------------------------------------
Monsanto Co. 13,357 220,791
--------------
1,863,474

- ----------------------------------------------------
Metals & Mining--0.4%
Alcoa, Inc. 42,000 926,520
- ----------------------------------------------------
Paper & Forest Products--4.5%
Sappi Ltd.,
Sponsored ADR 743,300 9,112,858
- ----------------------------------------------------
Telecommunication Services--8.8%
- ----------------------------------------------------
Diversified Telecommunication Services--2.2%
Verizon
Communications, Inc. 121,600 4,591,616
- ----------------------------------------------------
Wireless Telecommunication Services--6.6%
AT&T Corp. 1,033,200 13,472,928
- ----------------------------------------------------
Utilities--2.9%
- ----------------------------------------------------
Electric Utilities--2.9%
Dominion
Resources, Inc. 125,200 6,009,600
--------------
Total Common Stocks
(Cost $186,306,877) 189,760,803

Principal Market Value
Amount See Note 1
====================================================
Short-Term Notes--2.1%
Federal Home Loan Bank,
1.65%, 11/1/02
(Cost $4,200,000) $4,200,000 $ 4,200,000

====================================================
Joint Repurchase Agreements--4.5%
Undivided interest of 49.65% in joint
repurchase agreement (Market Value
$18,754,000) with Zion Bank/Capital
Markets Group, 1.85%, dated 10/31/02, to
be repurchased at $9,311,478 on 11/1/02,
collateralized by U.S. Treasury
Bonds, 2.125%, 10/31/04, with a
value of $19,178,339
(Cost $9,311,000) 9,311,000 9,311,000

- ----------------------------------------------------
Total Investments, at Value
(Cost $199,817,877) 99.3% 203,271,803
- ----------------------------------------------------
Other Assets Net
of Liabilities 0.7 1,355,812
---------------------
Net Assets 100.0% $204,627,615
=====================

Footnotes to Statement of Investments
1. Non-income producing security.
2. A sufficient amount of liquid assets has been designated to cover outstanding
written options, as follows:

Contracts Expiration Exercise Premium
Market Value
Subject to Call Date Price Received
See Note 1
- ---------------------------------------------------------------------------------------

JDS Uniphase Corp. 14 3/24/03 $2.50
$742 $700

See accompanying Notes to Financial Statements.

14 | OPPENHEIMER VALUE FUND

STATEMENT OF ASSETS AND LIABILITIES October 31, 2002

===================================================================================
Assets

Investments, at value (cost $199,817,877)--see accompanying statement
$203,271,803
- -----------------------------------------------------------------------------------
Cash
56,772
- -----------------------------------------------------------------------------------
Receivables and other assets:
Investments sold
5,466,226
Shares of capital stock sold
124,254
Interest and dividends
115,849
Other
1,660

- -------------
Total assets
209,036,564

===================================================================================
Liabilities
Options written, at value (premiums received $742)--see accompanying statement
700
- -----------------------------------------------------------------------------------
Payables and other liabilities:
Investments purchased
3,976,112
Shares of capital stock redeemed
148,740
Shareholder reports
87,054
Transfer and shareholder servicing agent fees
69,827
Directors' compensation
47,526
Distribution and service plan fees
41,070
Other
37,920

- -------------
Total liabilities
4,408,949

===================================================================================
Net Assets
$204,627,615

=============

===================================================================================
Composition of Net Assets
Par value of shares of capital stock $
13,895
- -----------------------------------------------------------------------------------
Additional paid-in capital
245,650,297
- -----------------------------------------------------------------------------------
Undistributed net investment income
177,268
- -----------------------------------------------------------------------------------
Accumulated net realized loss on investment transactions
(44,667,813)
- -----------------------------------------------------------------------------------
Net unrealized appreciation on investments
3,453,968

- -------------
Net Assets
$204,627,615

=============

15 | OPPENHEIMER VALUE FUND

STATEMENT OF ASSETS AND LIABILITIES Continued

================================================================================
Net Asset Value Per Share
Class A Shares:
Net asset value and redemption price per share
(based on net assets of $141,562,779 and 9,576,254
shares of capital stock outstanding) $14.78
Maximum offering price per share (net asset value
plus sales charge of 5.75% of offering price) $15.68
- --------------------------------------------------------------------------------
Class B Shares:
Net asset value, redemption price (excludes
applicable contingent deferred sales charge) and
offering price per share (based on net assets of
$47,323,320 and 3,232,435 shares of capital stock
outstanding) $14.64
- --------------------------------------------------------------------------------
Class C Shares:
Net asset value, redemption price (excludes
applicable contingent deferred sales charge) and
offering price per share (based on net assets of
$13,466,078 and 932,473 shares of capital stock
outstanding) $14.44
- --------------------------------------------------------------------------------
Class N Shares:
Net asset value, redemption price (excludes
applicable contingent deferred sales charge) and
offering price per share (based on net assets of
$1,201,397 and 81,857 shares of capital stock
outstanding) $14.68
- --------------------------------------------------------------------------------
Class Y Shares:
Net asset value, redemption price and offering
price per share (based on net assets of $1,074,041
and 71,781 shares of capital stock outstanding) $14.96

See accompanying Notes to Financial Statements.

16 | OPPENHEIMER VALUE FUND

STATEMENT OF OPERATIONS For the Year Ended October 31, 2002

===================================================================================
Investment Income

Dividends (net of foreign withholding taxes of $21,725) $
3,535,454
- -----------------------------------------------------------------------------------
Interest
240,249

- -------------
Total investment income
3,775,703

===================================================================================
Expenses
Management fees
1,481,518
- -----------------------------------------------------------------------------------
Distribution and service plan fees:
Class A
405,280
Class B
562,278
Class C
129,685
Class N
2,521
- -----------------------------------------------------------------------------------
Transfer and shareholder servicing agent fees:
Class A
497,606
Class B
184,551
Class C
41,558
Class N
1,600
Class Y
29,516
- -----------------------------------------------------------------------------------
Shareholder reports
75,031
- -----------------------------------------------------------------------------------
Accounting service fees
15,000
- -----------------------------------------------------------------------------------
Directors' compensation
14,722
- -----------------------------------------------------------------------------------
Custodian fees and expenses
2,227
- -----------------------------------------------------------------------------------
Other
15,310

- -------------
Total expenses
3,458,403
Less reduction to custodian expenses
(485)
Less voluntary waiver of transfer and shareholder servicing agent
fees--Classes A, B, C and N
(19,021)
Less voluntary waiver of transfer and shareholder servicing agent
fees--Class Y
(24,241)

- -------------
Net expenses
3,414,656

===================================================================================
Net Investment Income
361,047

===================================================================================
Realized and Unrealized Gain (Loss)
Net realized gain (loss) on:
Investments (including premiums on options exercised)
(28,016,793)
Closing and expiration of option contracts written
875,186

- -------------
Net realized loss
(27,141,607)
- -----------------------------------------------------------------------------------
Net change in unrealized appreciation on investments
10,745,185

- -------------
Net realized and unrealized loss
(16,396,422)

===================================================================================
Net Decrease in Net Assets Resulting from Operations
$(16,035,375)

=============

See accompanying Notes to Financial Statements.

17 | OPPENHEIMER VALUE FUND

STATEMENTS OF CHANGES IN NET ASSETS

Year Ended October 31, 2002
2001
===================================================================================
Operations

Net investment income (loss) $ 361,047 $
(91,479)
- -----------------------------------------------------------------------------------
Net realized loss (27,141,607)
(7,841,920)
- -----------------------------------------------------------------------------------
Net change in unrealized appreciation (depreciation) 10,745,185
(7,812,172)

- ---------------------------
Net decrease in net assets resulting from operations (16,035,375)
(15,745,571)

===================================================================================
Dividends and/or Distributions to Shareholders
Dividends from net investment income:
Class A (135,466)
(1,847,746)
Class B --
(87,334)
Class C --
(18,346)
Class N (43)
- --
Class Y (3,575)
- --

===================================================================================
Capital Stock Transactions
Net increase (decrease) in net assets resulting from capital stock transactions:
Class A (14,210,177)
(3,267,773)
Class B (6,150,602)
(2,239,487)
Class C 4,299,663
1,787,816
Class N 1,286,579
13,360
Class Y 563,632
716,127

===================================================================================
Net Assets
Total decrease (30,385,364)
(20,688,954)
- -----------------------------------------------------------------------------------
Beginning of period 235,012,979
255,701,933

- ---------------------------
End of period [including undistributed (overdistributed)
net investment income of $177,268 and $(44,695),
respectively] $204,627,615
$235,012,979

===========================

See accompanying Notes to Financial Statements.

18 | OPPENHEIMER VALUE FUND

FINANCIAL highlights

Class A Year Ended October 31, 2002 2001 2000
1999 1998
===========================================================================================
Per Share Operating Data

=================================================

===========================================================================================
Total Return, at Net Asset Value 1 (7.15)% (5.60)% (2.60)%
3.60% 2.24%

2. Annualized for periods of less than one full year.

3. Expense ratio has been calculated without adjustment for the reduction to
custodian expenses.

See accompanying Notes to Financial Statements.

19 | OPPENHEIMER VALUE FUND

FINANCIAL HIGHLIGHTS Continued

Class B Year Ended October 31, 2002 2001 2000
1999 1998
===========================================================================================
Per Share Operating Data

=================================================

===========================================================================================
Total Return, at Net Asset Value 1 (7.87)% (6.34)% (3.28)%
2.79% 1.47%

2. Annualized for periods of less than one full year.

3. Expense ratio has been calculated without adjustment for the reduction to
custodian expenses.

See accompanying Notes to Financial Statements.

20 | OPPENHEIMER VALUE FUND

Class C Year Ended October 31, 2002 2001 2000
1999 1998
===========================================================================================
Per Share Operating Data

=================================================

===========================================================================================
Total Return, at Net Asset Value 1 (7.85)% (6.38)% (3.27)%
2.82% 1.47%

===========================================================================================
Ratios/Supplemental Data
Net assets, end of period (in thousands) $13,466 $10,494 $ 9,849
$14,582 $18,204
- -------------------------------------------------------------------------------------------
Average net assets (in thousands) $12,977 $11,088 $11,975
$17,746 $15,355
- -------------------------------------------------------------------------------------------
Ratios to average net assets: 2
Net investment income (loss) (0.41)% (0.56)% (0.14)%
(0.07)% 0.06%
Expenses 2.00% 2.01% 1.93%
1.77% 1.73% 3
- -------------------------------------------------------------------------------------------
Portfolio turnover rate 150% 336% 86%
135% 106%

2. Annualized for periods of less than one full year.

3. Expense ratio has been calculated without adjustment for the reduction to
custodian expenses.

See accompanying Notes to Financial Statements.

21 | OPPENHEIMER VALUE FUND

FINANCIAL HIGHLIGHTS Continued

================================================================================
Total Return, at Net Asset Value 2 (7.41)% (12.06)%

1. For the period from March 1, 2001 (inception of offering) to October 31,
2001.

3. Annualized for periods of less than one full year.

See accompanying Notes to Financial Statements.

22 | OPPENHEIMER VALUE FUND

Class Y Year Ended October 31, 2002 2001 2000
1999 1998
===========================================================================================
Per Share Operating Data

=================================================

===========================================================================================
Total Return, at Net Asset Value 2 (7.18)% (5.10)% (2.42)%
3.81% 2.63%

===========================================================================================
Ratios/Supplemental Data
Net assets, end of period (in thousands) $1,074 $638 $ 1
$76,571 $136,729
- -------------------------------------------------------------------------------------------
Average net assets (in thousands) $ 955 $155 $48,714
$95,765 $118,010
- -------------------------------------------------------------------------------------------
Ratios to average net assets: 3
Net investment income 0.33% 0.62% 1.06%
0.90% 1.19%
Expenses 3.77% 1.20% 0.97%
0.76% 0.62% 4
Expenses, net of voluntary waiver
of transfer agent fees and/or
reduction to custodian expenses 1.23% 0.83% 0.97%
0.76% 0.62%
- -------------------------------------------------------------------------------------------
Portfolio turnover rate 150% 336% 86%
135% 106%

1. Per share amounts calculated based on the average shares outstanding during
the period.

3. Annualized for periods of less than one full year.

4. Expense ratio has been calculated without adjustment for the reduction to
custodian expenses.

See accompanying Notes to Financial Statements.

23 | OPPENHEIMER VALUE FUND

NOTES TO FINANCIAL STATEMENTS

- --------------------------------------------------------------------------------
1. Significant Accounting Policies
Oppenheimer Value Fund (the Fund), a series of Oppenheimer Series Fund, Inc.
(the Company), is registered under the Investment Company Act of 1940, as
amended, as an open-end management investment company. The Fund's investment
objective is to seek long-term growth of capital by investing primarily in
common stocks with low price-earnings ratios and better-than-anticipated
earnings. The Fund's investment advisor is OppenheimerFunds, Inc. (the Manager).
The Fund offers Class A, Class B, Class C, Class N and Class Y shares. Class
A shares are sold at their offering price, which is normally net asset value
plus a front-end sales charge. Class B, Class C and Class N shares are sold
without a front-end sales charge but may be subject to a contingent deferred
sales charge (CDSC). Class N shares are sold only through retirement plans.
Retirement plans that offer Class N shares may impose charges on those accounts.
Class Y shares are sold to certain institutional investors without either a
front-end sales charge or a CDSC. All classes of shares have identical rights
and voting privileges. Earnings, net assets and net asset value per share may
differ by minor amounts due to each class having its own expenses directly
attributable to that class. Classes A, B, C and N have separate distribution
and/or service plans. No such plan has been adopted for Class Y shares. Class B
shares will automatically convert to Class A shares six years after the date of
purchase.
The following is a summary of significant accounting policies consistently
followed by the Fund.

- --------------------------------------------------------------------------------
Securities Valuation. Securities listed or traded on National Stock Exchanges or
other domestic or foreign exchanges are valued based on the last sale price of
the security traded on that exchange prior to the time when the Fund's assets
are valued. In the absence of a sale, the security is valued at the last sale
price on the prior trading day, if it is within the spread of the closing bid
and asked prices, and if not, at the closing bid price. Securities (including
restricted securities) for which quotations are not readily available are valued
primarily using dealer-supplied valuations, a portfolio pricing service
authorized by the Board of Directors, or at their fair value. Fair value is
determined in good faith under consistently applied procedures under the
supervision of the Board of Directors. Short-term "money market type" debt
securities with remaining maturities of sixty days or less are valued at
amortized cost (which approximates market value).

- --------------------------------------------------------------------------------
Foreign Currency Translation. The accounting records of the Fund are maintained
in U.S. dollars. Prices of securities denominated in foreign currencies are
translated into U.S. dollars at the prevailing exchange rates on the valuation
date. Amounts related to the purchase and sale of foreign securities and
investment income are translated at the prevailing exchange rates on the
respective dates of such transactions.

24 | OPPENHEIMER VALUE FUND

The effect of changes in foreign currency exchange rates on investments is
separately identified from the fluctuations arising from changes in market
values of securities held and reported with all other foreign currency gains and
losses in the Fund's Statement of Operations.

- --------------------------------------------------------------------------------
Joint Repurchase Agreements. The Fund, along with other affiliated funds of the
Manager, may transfer uninvested cash balances into one or more joint repurchase
agreement accounts. These balances are invested in one or more repurchase
agreements, secured by U.S. government securities. Securities pledged as
collateral for repurchase agreements are held by a custodian bank until the
agreements mature. Each agreement requires that the market value of the
collateral be sufficient to cover payments of interest and principal; however,
in the event of default by the other party to the agreement, retention of the
collateral may be subject to legal proceedings.

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

- --------------------------------------------------------------------------------
Directors' Compensation. The Fund has adopted a nonfunded retirement plan for
the Fund's independent directors. Benefits are based on years of service and
fees paid to each director during the years of service. During the year ended
October 31, 2002, the Fund's projected benefit obligations were increased by
$5,725 and payments of $3,821 were made to retired directors, resulting in an
accumulated liability of $46,599 as of October 31, 2002.
The Board of Directors has adopted a deferred compensation plan for
independent directors that enables directors to elect to defer receipt of all or
a portion of annual compensation they are entitled to receive from the Fund.
Under the plan, the compensation deferred is invested for the Board of Directors
in shares of one or more Oppenheimer funds selected by the director. The amount
paid to the Board of Directors under the plan will be determined based upon the
performance of the selected funds. Deferral of directors' fees under the plan
will not affect the net assets of the Fund, and will not materially affect the
Fund's assets, liabilities or net investment income per share.

During the fiscal year ended October 31, 2002, the Fund did not utilize any
capital loss carryforward.

25 | OPPENHEIMER VALUE FUND

NOTES TO FINANCIAL STATEMENTS Continued

- --------------------------------------------------------------------------------
1. Significant Accounting Policies Continued
As of October 31, 2002, the Fund had available for federal income tax purposes
unused capital loss carryforwards as follows:

Expiring
----------------------
2008 $ 9,239,162
2009 5,386,519
2010 27,168,039
-----------
Total $41,793,720
===========

- --------------------------------------------------------------------------------
Dividends and Distributions to Shareholders. Dividends and distributions to
shareholders, which are determined in accordance with income tax regulations,
are recorded on the ex-dividend date.

- --------------------------------------------------------------------------------
Classification of Dividends and Distributions to Shareholders. Net investment
income (loss) and net realized gain (loss) may differ for financial statement
and tax purposes primarily because of the recognition of certain foreign
currency gains (losses) as ordinary income (loss) for tax purposes. The
character of dividends and distributions made during the fiscal year from net
investment income or net realized gains may differ from their ultimate
characterization for federal income tax purposes. Also, due to timing of
dividends and distributions, the fiscal year in which amounts are distributed
may differ from the fiscal year in which the income or net realized gain was
recorded by the Fund.

The tax character of distributions paid during the year ended October 31, 2002
and year ended October 31, 2001 was as follows:

Year Ended Year Ended
October 31, 2002 October 31, 2001
------------------------------------------------------
Distributions paid from:
Ordinary income $139,084 $1,953,426
Long-term capital gain -- --
Return of capital -- --
--------------------------
Total $139,084 $1,953,426
==========================

As of October 31, 2002, the components of distributable earnings on a tax basis
were as follows:

Undistributed net investment income $ 177,268
Accumulated net realized loss (44,667,813)
Net unrealized appreciation 3,453,968
------------
Total $(41,036,577)
============

- --------------------------------------------------------------------------------
Investment Income. Dividend income is recorded on the ex-dividend date or upon
ex-dividend notification in the case of certain foreign dividends where the
ex-dividend date may have passed. Non-cash dividends included in dividend
income, if any, are recorded at the fair market value of the securities
received. Interest income, which includes accretion of discount and amortization
of premium, is accrued as earned.

- --------------------------------------------------------------------------------
Security Transactions. Security transactions are recorded on the trade date.
Realized gains and losses on securities sold are determined on the basis of
identified cost.

26 | OPPENHEIMER VALUE FUND

- --------------------------------------------------------------------------------
Other. The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and liabilities at
the date of the financial statements and the reported amounts of income and
expenses during the reporting period. Actual results could differ from those
estimates.

================================================================================
2. Shares of Capital Stock
The Fund has authorized 600 million shares of $0.001 par value capital stock.
Transactions in shares of capital stock were as follows:

Year Ended October 31, 2002 Year Ended October 31,
2001 1
Shares Amount Shares
Amount
- -----------------------------------------------------------------------------------
Class A

Sold 1,908,060 $ 31,560,410 2,495,305
$43,546,414
Dividends and/or
distributions reinvested 7,395 129,115 110,601
1,770,750
Redeemed (2,777,138) (45,899,702) (2,809,551)
(48,584,937)

- -------------------------------------------------------
Net decrease (861,683) $(14,210,177) (203,645)
$(3,267,773)

=======================================================

- -----------------------------------------------------------------------------------
Class B
Sold 849,996 $ 13,980,805 1,321,460
$23,155,557
Dividends and/or
distributions reinvested -- -- 5,009
80,552
Redeemed (1,241,241) (20,131,407) (1,487,290)
(25,475,596)

- -------------------------------------------------------
Net decrease (391,245) $ (6,150,602) (160,821)
$(2,239,487)

=======================================================

- -----------------------------------------------------------------------------------
Class C
Sold 508,463 $ 8,150,546 535,330 $
9,404,405
Dividends and/or
distributions reinvested -- -- 1,085
17,218
Redeemed (245,484) (3,850,883) (454,363)
(7,633,807)

- -------------------------------------------------------
Net increase 262,979 $ 4,299,663 82,052 $
1,787,816

=======================================================

- -----------------------------------------------------------------------------------
Class N
Sold 91,314 $ 1,447,129 763 $
13,364
Dividends and/or
distributions reinvested 2 40 --
- --
Redeemed (10,222) (160,590) --
(4)

- -------------------------------------------------------
Net increase 81,094 $ 1,286,579 763 $
13,360

=======================================================

- -----------------------------------------------------------------------------------
Class Y
Sold 46,172 $ 771,487 42,200 $
765,652
Dividends and/or
distributions reinvested 201 3,570 --
- --
Redeemed (13,958) (211,425) (2,892)
(49,525)

- -------------------------------------------------------
Net increase 32,415 $ 563,632 39,308 $
716,127

=======================================================

1. For the year ended October 31, 2001, for Class A, B, C and Y shares and for
the period from March 1, 2001 (inception of offering) to October 31, 2001, for
Class N shares.

27 | OPPENHEIMER VALUE FUND

NOTES TO FINANCIAL STATEMENTS Continued

- --------------------------------------------------------------------------------
3. Purchases and Sales of Securities
The aggregate cost of purchases and proceeds from sales of securities, other
than short-term obligations, for the year ended October 31, 2002, were
$334,479,987 and $333,369,595, respectively.

As of October 31, 2002, unrealized appreciation (depreciation) based on cost of
securities for federal income tax purposes of $202,691,968 was composed of:

Gross unrealized appreciation $ 16,413,941
Gross unrealized depreciation (15,834,106)
------------
Net unrealized appreciation $ 579,835
============

The difference between book-basis and tax-basis unrealized appreciation and
depreciation, if applicable, is attributable primarily to the tax deferral of
losses on wash sales, or return of capital dividends, and the realization for
tax purposes of unrealized gain (loss) on certain futures contracts, investments
in passive foreign investment companies, and forward foreign currency exchange
contracts.

================================================================================
4. Fees and Other Transactions with Affiliates
Management Fees. Management fees paid to the Manager were in accordance with the
investment advisory agreement with the Fund which provides for a fee of 0.625%
of the first $300 million of average annual net assets of the Fund, 0.50% of the
next $100 million, and 0.45% of average annual net assets in excess of $400
million.

- --------------------------------------------------------------------------------
Accounting Fees. The Manager acts as the accounting agent for the Fund at an
annual fee of $15,000, plus out-of-pocket costs and expenses reasonably
incurred.

- --------------------------------------------------------------------------------
Transfer Agent Fees. OppenheimerFunds Services (OFS), a division of the Manager,
acts as the transfer and shareholder servicing agent for the Fund. The Fund pays
OFS a $19.75 per account fee.
Additionally, Class Y shares are subject to minimum fees of $5,000 for assets
of less than $10 million and $10,000 for assets of $10 million or more. The
Class Y shares are subject to the minimum fees in the event that the per account
fee does not equal or exceed the applicable minimum fees. OFS may voluntarily
waive the minimum fees.
OFS has voluntarily agreed to limit transfer and shareholder servicing agent
fees up to an annual rate of 0.25% of average net assets of Class Y shares and
for all other classes, up to an annual rate of 0.35% of average net assets of
each class. Beginning November 1, 2002, transfer agent fees for Class Y shares
are limited to 0.35% of the Fund's average daily net assets. This undertaking
may be amended or withdrawn at any time.

- --------------------------------------------------------------------------------
Distribution and Service Plan (12b-1) Fees. Under its General Distributor's
Agreement with the Manager, OppenheimerFunds Distributor, Inc. (the Distributor)
acts as the Fund's principal underwriter in the continuous public offering of
the different classes of shares of the Fund.

28 | OPPENHEIMER VALUE FUND

The compensation paid to (or retained by) the Distributor from the sale of
shares or on the redemption of shares is shown in the table below for the period
indicated.

Aggregate Class A Concessions Concessions
Concessions Concessions
Front-End Front-End on Class A on Class B
on Class C on Class N
Sales Charges Sales Charges Shares
Shares Shares Shares
on Class A Retained by Advanced by Advanced by
Advanced by Advanced by
Year Ended Shares Distributor Distributor 1 Distributor 1
Distributor 1 Distributor 1
- ---------------------------------------------------------------------------------------------------------

October 31, 2002 $328,773 $140,953 $24,890
$321,368 $55,902 $13,817

1. The Distributor advances concession payments to dealers for certain sales of
Class A shares and for sales of Class B, Class C and Class N shares from its own
resources at the time of sale.

Class A Class B Class C Class N
Contingent Contingent Contingent Contingent
Deferred Deferred Deferred Deferred
Sales Charges Sales Charges Sales Charges Sales Charges
Retained by Retained by Retained by Retained by
Year Ended Distributor Distributor Distributor Distributor
- ------------------------------------------------------------------------------
October 31, 2002 $5,940 $147,720 $2,050 $782

- --------------------------------------------------------------------------------
Service Plan for Class A Shares. The Fund has adopted a Service Plan for Class A
shares. It reimburses the Distributor for a portion of its costs incurred for
services provided to accounts that hold Class A shares. Reimbursement is made
quarterly at an annual rate of up to 0.25% of the average annual net assets of
Class A shares of the Fund. For the year ended October 31, 2002, payments under
the Class A Plan totaled $405,280, all of which were paid by the Distributor to
recipients, and included $119,416 paid to an affiliate of the Manager. Any
unreimbursed expenses the Distributor incurs with respect to Class A shares in
any fiscal year cannot be recovered in subsequent years.

- --------------------------------------------------------------------------------
Distribution and Service Plans for Class B, Class C and Class N Shares. The Fund
has adopted Distribution and Service Plans for Class B, Class C and Class N
shares. Under the plans, the Fund pays the Distributor an annual asset-based
sales charge of 0.75% per year on Class B shares and on Class C shares and the
Fund pays the Distributor an annual asset-based sales charge of 0.25% per year
on Class N shares. The Distributor also receives a service fee of 0.25% per year
under each plan.

Distribution fees paid to the Distributor for the year ended October 31, 2002,
were as follows:

Distributor's
Distributor's Aggregate
Aggregate Unreimbursed
Unreimbursed Expenses as %
Total Payments Amount Retained Expenses of Net Assets
Under Plan by Distributor Under Plan of Class
- --------------------------------------------------------------------------------
Class B Plan $562,278 $439,448 $2,197,410 4.64%
Class C Plan 129,685 34,048 374,036 2.78
Class N Plan 2,521 2,218 20,528 1.71

29 | OPPENHEIMER VALUE FUND

NOTES TO FINANCIAL STATEMENTS Continued

================================================================================
5. Option Activity
The Fund may buy and sell put and call options, or write put and covered call
options on portfolio securities in order to produce incremental earnings or
protect against changes in the value of portfolio securities.
The Fund generally purchases put options or writes covered call options to
hedge against adverse movements in the value of portfolio holdings. When an
option is written, the Fund receives a premium and becomes obligated to sell or
purchase the underlying security at a fixed price, upon exercise of the option.
Options are valued daily based upon the last sale price on the principal
exchange on which the option is traded and unrealized appreciation or
depreciation is recorded. The Fund will realize a gain or loss upon the
expiration or closing of the option transaction. When an option is exercised,
the proceeds on sales for a written call option, the purchase cost for a written
put option, or the cost of the security for a purchased put or call option is
adjusted by the amount of premium received or paid.
Securities designated to cover outstanding call options are noted in the
Statement of Investments where applicable. Shares subject to call, expiration
date, exercise price, premium received and market value are detailed in a note
to the Statement of Investments. Options written are reported as a liability in
the Statement of Assets and Liabilities.
Realized gains and losses are reported in the Statement of Operations.
The risk in writing a call option is that the Fund gives up the opportunity
for profit if the market price of the security increases and the option is
exercised. The risk in writing a put option is that the Fund may incur a loss if
the market price of the security decreases and the option is exercised. The risk
in buying an option is that the Fund pays a premium whether or not the option is
exercised. The Fund also has the additional risk of not being able to enter into
a closing transaction if a liquid secondary market does not exist.

Written option activity for the year ended October 31, 2002 was as follows:

Call Options
------------------------
Number of Amount of
Contracts Premiums
- -------------------------------------------------------------------
Options outstanding as of October 31, 2001 2,600 $ 267,991
Options written 9,176 1,216,250
Options closed or expired (11,312) (1,373,347)
Options exercised (450) (110,152)
------------------------
Options outstanding as of October 31, 2002 14 $ 742
========================

================================================================================
6. Bank Borrowings
Effective November 13, 2001 the Fund no longer participated in an agreement with
other Oppenheimer funds in an unsecured line of credit with a bank. The Fund may
borrow from a bank for temporary or emergency purposes, provided asset coverage
for borrowings exceeds 300%.
The Fund had no borrowings outstanding during the year ended October 31,
2002.

Appendix A

RATINGS DEFINITIONS
-------------------

Below are summaries of the rating definitions used by the
nationally-recognized rating agencies listed below. Those
ratings represent the opinion of the agency as to the
credit quality of issues that they rate. The summaries
below are based upon publicly-available information
provided by the rating organizations.

Moody's Investors Service, Inc.
- ------------------------------------------------------------

Long-Term (Taxable) Bond Ratings

Aaa: Bonds rated "Aaa" are judged to be the best quality.
They carry the smallest degree of investment risk.
Interest payments are protected by a large or by an
exceptionally stable margin and principal is secure. While
the various protective elements are likely to change, the
changes that can be expected are most unlikely to impair
the fundamentally strong position of such issues.

Aa: Bonds rated "Aa" are judged to be of high quality by
all standards. Together with the "Aaa" group, they comprise
what are generally known as high-grade bonds. They are
rated lower than the best bonds because margins of
protection may not be as large as with "Aaa" securities or
fluctuation of protective elements may be of greater
amplitude or there may be other elements present which make
the long-term risk appear somewhat larger than that of
"Aaa" securities.

A: Bonds rated "A" possess many favorable investment
attributes and are to be considered as upper-medium grade
obligations. Factors giving security to principal and
interest are considered adequate but elements may be
present which suggest a susceptibility to impairment some
time in the future.

Baa: Bonds rated "Baa" are considered medium-grade
obligations; that is, they are neither highly protected nor
poorly secured. Interest payments and principal security
appear adequate for the present but certain protective
elements may be lacking or may be characteristically
unreliable over any great length of time. Such bonds lack
outstanding investment characteristics and have speculative
characteristics as well.

Ba: Bonds rated "Ba" are judged to have speculative
elements. Their future cannot be considered well-assured.
Often the protection of interest and principal payments may
be very moderate and thereby not well safeguarded during
both good and bad times over the future. Uncertainty of
position characterizes bonds in this class.

B: Bonds rated "B" generally lack characteristics of the
desirable investment. Assurance of interest and principal
payments or of maintenance of other terms of the contract
over any long period of time may be small.

Caa: Bonds rated "Caa" are of poor standing. Such issues
may be in default or there may be present elements of
danger with respect to principal or interest.

Ca: Bonds rated "Ca" represent obligations which are
speculative in a high degree. Such issues are often in
default or have other marked shortcomings.

C: Bonds rated "C" are the lowest class of rated bonds and
can be regarded as having extremely poor prospects of ever
attaining any real investment standing.

Moody's applies numerical modifiers 1, 2, and 3 in each
generic rating classification from "Aa" through "Caa." The
modifier "1" indicates that the obligation ranks in the
higher end of its generic rating category; the modifier "2"
indicates a mid-range ranking; and the modifier "3"
indicates a ranking in the

lower end of that generic rating category. Advanced
refunded issues that are secured by certain assets are
identified with a # symbol.

Short-Term Ratings - Taxable Debt

These ratings apply to the ability of issuers to honor
senior debt obligations having an original maturity not
exceeding one year:

Prime-1: Issuer has a superior ability for repayment of
senior short-term debt obligations.

Prime-2: Issuer has a strong ability for repayment of
senior short-term debt obligations. Earnings trends and
coverage ratios, while sound, may be more subject to
variation. Capitalization characteristics, while
appropriate, may be more affected by external conditions.
Ample alternate liquidity is maintained.

Prime-3: Issuer has an acceptable ability for repayment of
senior short-term obligations. The effect of industry
characteristics and market compositions may be more
pronounced. Variability in earnings and profitability may
result in changes in the level of debt protection
measurements and may require relatively high financial
leverage. Adequate alternate liquidity is maintained.

Not Prime: Issuer does not fall within any Prime rating
category.

Standard & Poor's Rating Services
- ------------------------------------------------------------

Long-Term Issue Credit Ratings

AAA: Bonds rated "AAA" have the highest rating assigned by
Standard & Poor's. The obligor's capacity to meet its
financial commitment on the obligation is extremely strong.

AA: Bonds rated "AA" differ from the highest rated
obligations only in small degree. The obligor's capacity to
meet its financial commitment on the obligation is very
strong.

A: Bonds rated "A" are somewhat more susceptible to the
adverse effects of changes in circumstances and economic
conditions than obligations in higher-rated categories.
However, the obligor's capacity to meet its financial
commitment on the obligation is still strong.

BBB: Bonds rated "BBB" exhibit adequate protection
parameters. However, adverse economic conditions or
changing circumstances are more likely to lead to a
weakened capacity of the obligor to meet its financial
commitment on the obligation.

BB, B, CCC, CC, and C

Bonds rated "BB", "B", "CCC", "CC" and "C" are regarded as
having significant speculative characteristics. "BB"
indicates the least degree of speculation, and "C" the
highest. While such obligations will likely have some
quality and protective characteristics, these may be
outweighed by large uncertainties or major exposures to
adverse conditions.

BB: Bonds rated "BB" are less vulnerable to nonpayment
than other speculative issues. However, these face major
ongoing uncertainties or exposure to adverse business,
financial, or economic conditions which could lead to the
obligor's inadequate capacity to meet its financial
commitment on the obligation.

B: Bonds rated "B" are more vulnerable to nonpayment than
obligations rated "BB", but the obligor currently has the
capacity to meet its financial commitment on the
obligation. Adverse business, financial,

or economic conditions will likely impair the obligor's
capacity or willingness to meet its financial commitment on
the obligation.

CCC: Bonds rated "CCC" are currently vulnerable to
nonpayment, and are dependent upon favorable business,
financial, and economic conditions for the obligor to meet
its financial commitment on the obligation. In the event of
adverse business, financial or economic conditions, the
obligor is not likely to have the capacity to meet its
financial commitment on the obligation.

CC: Bonds rated "CC" are currently highly vulnerable to
nonpayment.

C: A subordinated debt or preferred stock obligation rated
"C" is currently highly vulnerable to nonpayment. The "C"
rating may be used to cover a situation where a bankruptcy
petition has been filed or similar action has been taken,
but payments on this obligation are being continued. A "C"
also will be assigned to a preferred stock issue in arrears
on dividends or sinking fund payments, but that is
currently paying.

D: Bonds rated "D" are in default. Payments on the
obligation are not being made on the date due even if the
applicable grace period has not expired, unless Standard
and Poor's believes that such payments will be made during
such grace period. The "D" rating will also be used upon
the filing of a bankruptcy petition or the taking of a
similar action if payments on an obligation are jeopardized.

The ratings from "AA" to "CCC" may be modified by the
addition of a plus (+) or minus (-) sign to show relative
standing within the major rating categories. The "r" symbol
is attached to the ratings of instruments with significant
noncredit risks.

Short-Term Issue Credit Ratings

A-1: Obligation is rated in the highest category. The
obligor's capacity to meet its financial commitment on the
obligation is strong. Within this category, a plus (+) sign
designation indicates the obligor's capacity to meet its
financial obligation is extremely strong.

A-2: Obligation is somewhat more susceptible to the
adverse effects of changes in circumstances and economic
conditions than obligations in higher rating categories.
However, the obligor's capacity to meet its financial
commitment on the obligation is satisfactory.

A-3: Obligation exhibits adequate protection parameters.
However, adverse economic conditions or changing
circumstances are more likely to lead to a weakened
capacity of the obligor to meet its financial commitment on
the obligation.

B: Obligation is regarded as having significant speculative
characteristics. The obligor currently has the capacity to
meet its financial commitment on the obligation. However,
it faces major ongoing uncertainties which could lead to
the obligor's inadequate capacity to meet its financial
commitment on the obligation.

C: Obligation is currently vulnerable to nonpayment and is
dependent upon favorable business, financial, and economic
conditions for the obligor to meet its financial commitment
on the obligation.

D: Obligation is in payment default. Payments on the
obligation have not been made on the due date even if the
applicable grace period has not expired, unless Standard
and Poor's believes that such payments will be made during
such grace period. The "D" rating will also be used upon
the filing of a bankruptcy petition or the taking of a
similar action if payments on an obligation are jeopardized.

Fitch, Inc.
- ------------------------------------------------------------

International Long-Term Credit Ratings

Investment Grade:
AAA: Highest Credit Quality. "AAA" ratings denote the
lowest expectation of credit risk. They are assigned only
in the case of exceptionally strong capacity for timely
payment of financial commitments. This capacity is highly
unlikely to be adversely affected by foreseeable events.

AA: Very High Credit Quality. "AA" ratings denote a very
low expectation of credit risk. They indicate a very strong
capacity for timely payment of financial commitments. This
capacity is not significantly vulnerable to foreseeable
events.

A: High Credit Quality. "A" ratings denote a low
expectation of credit risk. The capacity for timely payment
of financial commitments is considered strong. This
capacity may, nevertheless, be more vulnerable to changes
in circumstances or in economic conditions than is the case
for higher ratings.

BBB: Good Credit Quality. "BBB" ratings indicate that there
is currently a low expectation of credit risk. The capacity
for timely payment of financial commitments is considered
adequate, but adverse changes in circumstances and in
economic conditions are more likely to impair this
capacity. This is the lowest investment-grade category.

Speculative Grade:

BB: Speculative. "BB" ratings indicate that there is a
possibility of credit risk developing, particularly as the
result of adverse economic change over time. However,
business or financial alternatives may be available to
allow financial commitments to be met. Securities rated in
this category are not investment grade.

B: Highly Speculative. "B" ratings indicate that
significant credit risk is present, but a limited margin of
safety remains. Financial commitments are currently being
met. However, capacity for continued payment is contingent
upon a sustained, favorable business and economic
environment.

CCC, CC C: High Default Risk. Default is a real
possibility. Capacity for meeting financial commitments is
solely reliant upon sustained, favorable business or
economic developments. A "CC" rating indicates that default
of some kind appears probable. "C" ratings signal imminent
default.

DDD, DD, and D: Default. The ratings of obligations in this
category are based on their prospects for achieving partial
or full recovery in a reorganization or liquidation of the
obligor. While expected recovery values are highly
speculative and cannot be estimated with any precision, the
following serve as general guidelines. "DDD" obligations
have the highest potential for recovery, around 90%-100% of
outstanding amounts and accrued interest. "DD" indicates
potential recoveries in the range of 50%-90%, and "D" the
lowest recovery potential, i.e., below 50%.

Entities rated in this category have defaulted on some or
all of their obligations. Entities rated "DDD" have the
highest prospect for resumption of performance or continued
operation with or without a formal reorganization process.
Entities rated "DD" and "D" are generally undergoing a
formal reorganization or liquidation process; those rated
"DD" are likely to satisfy a higher portion of their
outstanding
obligations, while entities rated "D" have a poor prospect
for repaying all obligations.

Plus (+) and minus (-) signs may be appended to a rating
symbol to denote relative status within the major rating
categories. Plus and minus signs are not added to the
"AAA" category or to categories below "CCC," nor to
short-term ratings other than "F1" (see below).
International Short-Term Credit Ratings

F1: Highest credit quality. Strongest capacity for timely
payment of financial commitments. May have an added "+" to
denote any exceptionally strong credit feature.

F2: Good credit quality. A satisfactory capacity for
timely payment of financial commitments, but the margin of
safety is not as great as in the case of higher ratings.

F3: Fair credit quality. Capacity for timely payment of
financial commitments is adequate. However, near-term
adverse changes could result in a reduction to
non-investment grade.

B: Speculative. Minimal capacity for timely payment of
financial commitments, plus vulnerability to near-term
adverse changes in financial and economic conditions.

C: High default risk. Default is a real possibility.
Capacity for meeting financial commitments is solely
reliant upon a sustained, favorable business and economic
environment.

D: Default. Denotes actual or imminent payment default.
(i)

B-1
Appendix B
Industry Classification
-----------------------

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

C-11
Appendix C

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

In certain cases, the initial sales charge that applies to
purchases of Class A shares4 of the Oppenheimer funds or
the contingent deferred sales charge that may apply to
Class A, Class B or Class C shares may be waived.5 That is
because of the economies of sales efforts realized by
OppenheimerFunds Distributor, Inc., (referred to in this
document as the "Distributor"), or by dealers or other
financial institutions that offer those shares to certain
classes of investors.

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

For the purposes of some of the waivers described below and
in the Prospectus and Statement of Additional Information
of the applicable Oppenheimer funds, the term "Retirement
Plan" refers to the following types of plans:
1) plans qualified under Sections 401(a) or 401(k)
of the Internal Revenue Code,
2) non-qualified deferred compensation plans,
3) employee benefit plans6
4) Group Retirement Plans7
5) 403(b)(7) custodial plan accounts
6) Individual Retirement Accounts ("IRAs"),
including traditional IRAs, Roth IRAs,
SEP-IRAs, SARSEPs or SIMPLE plans

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

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

Applicability of Class A Contingent Deferred Sales Charges
in Certain Cases
- ------------------------------------------------------------

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

There is no initial sales charge on purchases of
Class A shares of any of the Oppenheimer funds in the cases
listed below. However, these purchases may be subject to
the Class A contingent deferred sales charge if redeemed
within 18 months (24 months in the case of Oppenheimer
Rochester National Municipals and Rochester Fund
Municipals) of the beginning of the calendar month of their
purchase, as described in the Prospectus (unless a waiver
described elsewhere in this Appendix applies to the
redemption). Additionally, on shares purchased under these
waivers that are subject to the Class A contingent deferred
sales charge, the Distributor will pay the applicable
concession described in the Prospectus under "Class A
Contingent Deferred Sales Charge."8 This waiver provision
applies to:
|_| Purchases of Class A shares aggregating $1 million or
more.
|_| Purchases of Class A shares by a Retirement Plan that
was permitted to purchase such shares at net asset
value but subject to a contingent deferred sales
charge prior to March 1, 2001. That included plans
(other than IRA or 403(b)(7) Custodial Plans) that:
1) bought shares costing $500,000 or more, 2) had at
the time of purchase 100 or more eligible employees
or total plan assets of $500,000 or more, or 3)
certified to the Distributor that it projects to have
annual plan purchases of $200,000 or more.
|_| Purchases by an OppenheimerFunds-sponsored Rollover
IRA, if the purchases are made:
1) through a broker, dealer, bank or registered
investment adviser that has made special
arrangements with the Distributor for those
purchases, or
2) by a direct rollover of a distribution from a
qualified Retirement Plan if the administrator
of that Plan has made special arrangements with
the Distributor for those purchases.
|_| Purchases of Class A shares by Retirement Plans that
have any of the following record-keeping arrangements:
1) The record keeping is performed by Merrill
Lynch Pierce Fenner & Smith, Inc. ("Merrill
Lynch") on a daily valuation basis for the
Retirement Plan. On the date the plan sponsor
signs the record-keeping service agreement with
Merrill Lynch, the Plan must have $3 million or
more of its assets invested in (a) mutual
funds, other than those advised or managed by
Merrill Lynch Investment Management, L.P.
("MLIM"), that are made available under a
Service Agreement between Merrill Lynch and the
mutual fund's principal underwriter or
distributor, and (b) funds advised or managed
by MLIM (the funds described in (a) and (b) are
referred to as "Applicable Investments").
2) The record keeping for the Retirement Plan is
performed on a daily valuation basis by a
record keeper whose services are provided under
a contract or arrangement between the
Retirement Plan and Merrill Lynch. On the date
the plan sponsor signs the record keeping
service agreement with Merrill Lynch, the Plan
must have $3 million or more of its assets
(excluding assets invested in money market
funds) invested in Applicable Investments.
3) The record keeping for a Retirement Plan is
handled under a service agreement with Merrill
Lynch and on the date the plan sponsor signs
that agreement, the Plan has 500 or more
eligible employees (as determined by the
Merrill Lynch plan conversion manager).
II.

Waivers of Class A Sales Charges of Oppenheimer Funds
- ------------------------------------------------------------

A. Waivers of Initial and Contingent Deferred Sales Charges
for Certain Purchasers.

Class A shares purchased by the following investors are not
subject to any Class A sales charges (and no concessions
are paid by the Distributor on such purchases):
|_| The Manager or its affiliates.
|_| Present or former officers, directors, trustees and
employees (and their "immediate families") of the
Fund, the Manager and its affiliates, and retirement
plans established by them for their employees. The
term "immediate family" refers to one's spouse,
children, grandchildren, grandparents, parents,
parents-in-law, brothers and sisters, sons- and
daughters-in-law, a sibling's spouse, a spouse's
siblings, aunts, uncles, nieces and nephews;
relatives by virtue of a remarriage (step-children,
step-parents, etc.) are included.
|_| Registered management investment companies, or
separate accounts of insurance companies having an
agreement with the Manager or the Distributor for
that purpose.
|_| Dealers or brokers that have a sales agreement with
the Distributor, if they purchase shares for their
own accounts or for retirement plans for their
employees.
|_| Employees and registered representatives (and their
spouses) of dealers or brokers described above or
financial institutions that have entered into sales
arrangements with such dealers or brokers (and which
are identified as such to the Distributor) or with
the Distributor. The purchaser must certify to the
Distributor at the time of purchase that the purchase
is for the purchaser's own account (or for the
benefit of such employee's spouse or minor children).
|_| Dealers, brokers, banks or registered investment
advisors that have entered into an agreement with the
Distributor providing specifically for the use of
shares of the Fund in particular investment products
made available to their clients. Those clients may be
charged a transaction fee by their dealer, broker,
bank or advisor for the purchase or sale of Fund
shares.
|_| Investment advisors and financial planners who have
entered into an agreement for this purpose with the
Distributor and who charge an advisory, consulting or
other fee for their services and buy shares for their
own accounts or the accounts of their clients.
|_| "Rabbi trusts" that buy shares for their own
accounts, if the purchases are made through a broker
or agent or other financial intermediary that has
made special arrangements with the Distributor for
those purchases.
|_| Clients of investment advisors or financial planners
(that have entered into an agreement for this purpose
with the Distributor) who buy shares for their own
accounts may also purchase shares without sales
charge but only if their accounts are linked to a
master account of their investment advisor or
financial planner on the books and records of the
broker, agent or financial intermediary with which
the Distributor has made such special arrangements .
Each of these investors may be charged a fee by the
broker, agent or financial intermediary for
purchasing shares.
|_| Directors, trustees, officers or full-time employees
of OpCap Advisors or its affiliates, their relatives
or any trust, pension, profit sharing or other
benefit plan which beneficially owns shares for those
persons.
|_| Accounts for which Oppenheimer Capital (or its
successor) is the investment advisor (the Distributor
must be advised of this arrangement) and persons who
are directors or trustees of the company or trust
which is the beneficial owner of such accounts.
|_| A unit investment trust that has entered into an
appropriate agreement with the Distributor.
|_| Dealers, brokers, banks, or registered investment
advisers that have entered into an agreement with the
Distributor to sell shares to defined contribution
employee retirement plans for which the dealer,
broker or investment adviser provides administration
services.
|-|

Retirement Plans and deferred compensation plans and
trusts used to fund those plans (including, for
example, plans qualified or created under sections
401(a), 401(k), 403(b) or 457 of the Internal Revenue
Code), in each case if those purchases are made
through a broker, agent or other financial
intermediary that has made special arrangements with
the Distributor for those purchases.
|_| A TRAC-2000 401(k) plan (sponsored by the former
Quest for Value Advisors) whose Class B or Class C
shares of a Former Quest for Value Fund were
exchanged for Class A shares of that Fund due to the
termination of the Class B and Class C TRAC-2000
program on November 24, 1995.
|_| A qualified Retirement Plan that had agreed with the
former Quest for Value Advisors to purchase shares of
any of the Former Quest for Value Funds at net asset
value, with such shares to be held through DCXchange,
a sub-transfer agency mutual fund clearinghouse, if
that arrangement was consummated and share purchases
commenced by December 31, 1996.

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

Class A shares issued or purchased in the following
transactions are not subject to sales charges (and no
concessions are paid by the Distributor on such purchases):
|_| Shares issued in plans of reorganization, such as
mergers, asset acquisitions and exchange offers, to
which the Fund is a party.
|_| Shares purchased by the reinvestment of dividends or
other distributions reinvested from the Fund or other
Oppenheimer funds (other than Oppenheimer Cash
Reserves) or unit investment trusts for which
reinvestment arrangements have been made with the
Distributor.
|_| Shares purchased through a broker-dealer that has
entered into a special agreement with the Distributor
to allow the broker's customers to purchase and pay
for shares of Oppenheimer funds using the proceeds of
shares redeemed in the prior 30 days from a mutual
fund (other than a fund managed by the Manager or any
of its subsidiaries) on which an initial sales charge
or contingent deferred sales charge was paid. This
waiver also applies to shares purchased by exchange
of shares of Oppenheimer Money Market Fund, Inc. that
were purchased and paid for in this manner. This
waiver must be requested when the purchase order is
placed for shares of the Fund, and the Distributor
may require evidence of qualification for this waiver.
|_| Shares purchased with the proceeds of maturing
principal units of any Qualified Unit Investment
Liquid Trust Series.
|_| Shares purchased by the reinvestment of loan
repayments by a participant in a Retirement Plan for
which the Manager or an affiliate acts as sponsor.

C. Waivers of the Class A Contingent Deferred Sales Charge
for Certain Redemptions.

The Class A contingent deferred sales charge is also waived
if shares that would otherwise be subject to the contingent
deferred sales charge are redeemed in the following cases:
|_| To make Automatic Withdrawal Plan payments that are
limited annually to no more than 12% of the account
value adjusted annually.
|_| Involuntary redemptions of shares by operation of law
or involuntary redemptions of small accounts (please
refer to "Shareholder Account Rules and Policies," in
the applicable fund Prospectus).
|_| For distributions from Retirement Plans, deferred
compensation plans or other employee benefit plans
for any of the following purposes:
1) Following the death or disability (as defined
in the Internal Revenue Code) of the
participant or beneficiary. The death or
disability must occur after the participant's
account was established.
2) To return excess contributions.
3) To return contributions made due to a mistake
of fact.
4) Hardship withdrawals, as defined in the plan.9
5) Under a Qualified Domestic Relations Order, as
defined in the Internal Revenue Code, or, in
the case of an IRA, a divorce or separation
agreement described in Section 71(b) of the
Internal Revenue Code.
6) To meet the minimum distribution requirements
of the Internal Revenue Code.
7) To make "substantially equal periodic payments"
as described in Section 72(t) of the Internal
Revenue Code.
8) For loans to participants or beneficiaries.
9) Separation from service.10
10) Participant-directed redemptions to
purchase shares of a mutual fund (other than a
fund managed by the Manager or a subsidiary of
the Manager) if the plan has made special
arrangements with the Distributor.
11) Plan termination or "in-service
distributions," if the redemption proceeds are
rolled over directly to an
OppenheimerFunds-sponsored IRA.
|_| For distributions from 401(k) plans sponsored by
broker-dealers that have entered into a special
agreement with the Distributor allowing this waiver.
|_| For distributions from retirement plans that have $10
million or more in plan assets and that have entered
into a special agreement with the Distributor.
|_| For distributions from retirement plans which are
part of a retirement plan product or platform offered
by certain banks, broker-dealers, financial advisors,
insurance companies or record keepers which have
entered into a special agreement with the Distributor.
III. Waivers of Class B, Class C and Class N Sales Charges
of Oppenheimer Funds
- --------------------------------------------------------------

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

A. Waivers for Redemptions in Certain Cases.

The Class B, Class C and Class N contingent deferred sales
charges will be waived for redemptions of shares in the
following cases:
|_| Shares redeemed involuntarily, as described in
"Shareholder Account Rules and Policies," in the
applicable Prospectus.
|_| Redemptions from accounts other than Retirement Plans
following the death or disability of the last
surviving shareholder. The death or disability must
have occurred after the account was established, and
for disability you must provide evidence of a
determination of disability by the Social Security
Administration.
|_| The contingent deferred sales charges are generally
not waived following the death or disability of a
grantor or trustee for a trust account. The
contingent deferred sales charges will only be waived
in the limited case of the death of the trustee of a
grantor trust or revocable living trust for which the
trustee is also the sole beneficiary. The death or
disability must have occurred after the account was
established, and for disability you must provide
evidence of a determination of disability by the
Social Security Administration.
|_| Distributions from accounts for which the
broker-dealer of record has entered into a special
agreement with the Distributor allowing this waiver.
|_| Redemptions of Class B shares held by Retirement
Plans whose records are maintained on a daily
valuation basis by Merrill Lynch or an independent
record keeper under a contract with Merrill Lynch.
|_| Redemptions of Class C shares of Oppenheimer U.S.
Government Trust from accounts of clients of
financial institutions that have entered into a
special arrangement with the Distributor for this
purpose.
|_| Redemptions requested in writing by a Retirement Plan
sponsor of Class C shares of an Oppenheimer fund in
amounts of $500,000 or more and made more than 12
months after the
Retirement Plan's first purchase of Class C shares,
if the redemption proceeds are invested in Class N
shares of one or more Oppenheimer funds.
|_| Distributions11 from Retirement Plans or other
employee benefit plans for any of the following
purposes:
1) Following the death or disability (as defined
in the Internal Revenue Code) of the
participant or beneficiary. The death or
disability must occur after the participant's
account was established in an Oppenheimer fund.
2) To return excess contributions made to a
participant's account.
3) To return contributions made due to a mistake
of fact.
4) To make hardship withdrawals, as defined in the
plan.12
5) To make distributions required under a
Qualified Domestic Relations Order or, in the
case of an IRA, a divorce or separation
agreement described in Section 71(b) of the
Internal Revenue Code.
6) To meet the minimum distribution requirements
of the Internal Revenue Code.
7) To make "substantially equal periodic payments"
as described in Section 72(t) of the Internal
Revenue Code.
8) For loans to participants or beneficiaries.13
9) On account of the participant's separation from
service.14
10) Participant-directed redemptions to
purchase shares of a mutual fund (other than a
fund managed by the Manager or a subsidiary of
the Manager) offered as an investment option in
a Retirement Plan if the plan has made special
arrangements with the Distributor.
11) Distributions made on account of a plan
termination or "in-service" distributions, if
the redemption proceeds are rolled over
directly to an OppenheimerFunds-sponsored IRA.
12) For distributions from a participant's
account under an Automatic Withdrawal Plan
after the participant reaches age 59 1/2, as long
as the aggregate value of the distributions
does not exceed 10% of the account's value,
adjusted annually.
13) Redemptions of Class B shares under an
Automatic Withdrawal Plan for an account other
than a Retirement Plan, if the aggregate value
of the redeemed shares does not exceed 10% of
the account's value, adjusted annually.
14) For distributions from 401(k) plans
sponsored by broker-dealers that have entered
into a special arrangement with the Distributor
allowing this waiver.
|_| Redemptions of Class B shares or Class C shares under
an Automatic Withdrawal Plan from an account other
than a Retirement Plan if the aggregate value of
the redeemed shares does not exceed 10% of the
account's value annually.

B. Waivers for Shares Sold or Issued in Certain
Transactions.

The contingent deferred sales charge is also waived on
Class B and Class C shares sold or issued in the following
cases:
|_| Shares sold to the Manager or its affiliates.
|_| Shares sold to registered management investment
companies or separate accounts of insurance companies
having an agreement with the Manager or the
Distributor for that purpose.
|_| Shares issued in plans of reorganization to which the
Fund is a party.
|_| Shares sold to present or former officers, directors,
trustees or employees (and their "immediate families"
as defined above in Section I.A.) of the Fund, the
Manager and its affiliates and retirement plans
established by them for their employees.
IV. Special Sales Charge Arrangements for Shareholders of
Certain Oppenheimer Funds Who Were Shareholders of
Former Quest for Value Funds
- ------------------------------------------------------------

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

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

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

All of the funds listed above are referred to in this
Appendix as the "Former Quest for Value Funds." The
waivers of initial and contingent deferred sales charges
described in this Appendix apply to shares of an
Oppenheimer fund that are either:
|_| acquired by such shareholder pursuant to an exchange
of shares of an Oppenheimer fund that was one of
the Former Quest for Value Funds, or
|_| purchased by such shareholder by exchange of shares
of another Oppenheimer fund that were acquired
pursuant to the merger of any of the Former Quest
for Value Funds into that other Oppenheimer fund
on November 24, 1995.

A. Reductions or Waivers of Class A Sales Charges.

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

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

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

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

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

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

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

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

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

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

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

A shareholder's account will be credited with the
amount of any contingent deferred sales charge paid on the
redemption of any Class A, Class B or Class C shares of the
Oppenheimer fund described in this section if the proceeds
are invested in the same Class of shares in that fund or
another Oppenheimer fund within 90 days after redemption.
V. Special Sales Charge Arrangements for Shareholders of
Certain Oppenheimer Funds Who Were Shareholders of
Connecticut Mutual Investment Accounts, Inc.
- ---------------------------------------------------------

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

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

|X| Class A Contingent Deferred Sales Charge. Certain
shareholders of a Fund and the other Former Connecticut
Mutual Funds are entitled to continue to make additional
purchases of Class A shares at net asset value without a
Class A initial sales charge, but subject to the Class A
contingent deferred sales charge that was in effect prior
to March 18, 1996 (the "prior Class A CDSC"). Under the
prior Class A CDSC, if any of those shares are redeemed
within one year of purchase, they will be assessed a 1%
contingent deferred sales charge on an amount equal to the
current market value or the original purchase price of the
shares sold, whichever is smaller (in such redemptions, any
shares not subject to the prior Class A CDSC will be
redeemed first).

Those shareholders who are eligible for the prior
Class A CDSC are:
1) persons whose purchases of Class A shares of a
Fund and other Former Connecticut Mutual Funds
were $500,000 prior to March 18, 1996, as a
result of direct purchases or purchases
pursuant to the Fund's policies on Combined
Purchases or Rights of Accumulation, who still
hold those shares in that Fund or other Former
Connecticut Mutual Funds, and
2) persons whose intended purchases under a
Statement of Intention entered into prior to
March 18, 1996, with the former general
distributor of the Former Connecticut Mutual
Funds to purchase shares valued at $500,000 or
more over a 13-month period entitled those
persons to purchase shares at net asset value
without being subject to the Class A initial
sales charge

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

|X|

Class A Sales Charge Waivers. Additional Class A
shares of a Fund may be purchased without a sales charge,
by a person who was in one (or more) of the categories
below and acquired Class A shares prior to March 18, 1996,
and still holds Class A shares:
1) any purchaser, provided the total initial
amount invested in the Fund or any one or more
of the Former Connecticut Mutual Funds totaled
$500,000 or more, including investments made
pursuant to the Combined Purchases, Statement
of Intention and Rights of Accumulation
features available at the time of the initial
purchase and such investment is still held in
one or more of the Former Connecticut Mutual
Funds or a Fund into which such Fund merged;
2) any participant in a qualified plan, provided
that the total initial amount invested by the
plan in the Fund or any one or more of the
Former Connecticut Mutual Funds totaled
$500,000 or more;
3) Directors of the Fund or any one or more of the
Former Connecticut Mutual Funds and members of
their immediate families;
4) employee benefit plans sponsored by Connecticut
Mutual Financial Services, L.L.C. ("CMFS"), the
prior distributor of the Former Connecticut
Mutual Funds, and its affiliated companies;
5) one or more members of a group of at least
1,000 persons (and persons who are retirees
from such group) engaged in a common business,
profession, civic or charitable endeavor or
other activity, and the spouses and minor
dependent children of such persons, pursuant to
a marketing program between CMFS and such
group; and
6) an institution acting as a fiduciary on behalf
of an individual or individuals, if such
institution was directly compensated by the
individual(s) for recommending the purchase of
the shares of the Fund or any one or more of
the Former Connecticut Mutual Funds, provided
the institution had an agreement with CMFS.

Purchases of Class A shares made pursuant to (1) and
(2) above may be subject to the Class A CDSC of the Former
Connecticut Mutual Funds described above.

Additionally, Class A shares of a Fund may be
purchased without a sales charge by any holder of a
variable annuity contract issued in New York State by
Connecticut Mutual Life Insurance Company through the
Panorama Separate Account which is beyond the applicable
surrender charge period and which was used to fund a
qualified plan, if that holder exchanges the variable
annuity contract proceeds to buy Class A shares of the Fund.

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

In addition to the waivers set forth in the Prospectus and
in this Appendix, above, the contingent deferred sales
charge will be waived for redemptions of Class A and Class
B shares of a Fund and exchanges of Class A or Class B
shares of a Fund into Class A or Class B shares of a Former
Connecticut Mutual Fund provided that the Class A or Class
B shares of the Fund to be redeemed or exchanged were (i)
acquired prior to March 18, 1996 or (ii) were acquired by
exchange from an Oppenheimer fund that was a Former
Connecticut Mutual Fund. Additionally, the shares of such
Former Connecticut Mutual Fund must have been purchased
prior to March 18, 1996:
1) by the estate of a deceased shareholder;
2) upon the disability of a shareholder, as defined in
Section 72(m)(7) of the Internal Revenue Code;
3) for retirement distributions (or loans) to
participants or beneficiaries from retirement plans
qualified under Sections 401(a) or 403(b)(7)of the
Code, or from IRAs, deferred compensation plans
created under Section 457 of the Code, or other
employee benefit plans;
4) as tax-free returns of excess contributions to such
retirement or employee benefit plans;
5) in whole or in part, in connection with shares sold
to any state, county, or city, or any
instrumentality, department, authority, or agency
thereof, that is prohibited by applicable investment
laws from paying a sales charge or concession in
connection with the purchase of shares of any
registered investment management company;
6) in connection with the redemption of shares of the
Fund due to a combination with another investment
company by virtue of a merger, acquisition or similar
reorganization transaction;
7) in connection with the Fund's right to involuntarily
redeem or liquidate the Fund;
8) in connection with automatic redemptions of Class A
shares and Class B shares in certain retirement plan
accounts pursuant to an Automatic Withdrawal Plan but
limited to no more than 12% of the original value
annually; or
9) as involuntary redemptions of shares by operation of
law, or under procedures set forth in the Fund's
Articles of Incorporation, or as adopted by the Board
of Directors of the Fund.
VI. Special Reduced Sales Charge for Former Shareholders
of Advance America Funds, Inc.
- ------------------------------------------------------------

Shareholders of Oppenheimer Municipal Bond Fund,
Oppenheimer U.S. Government Trust, Oppenheimer Strategic
Income Fund and Oppenheimer Capital Income Fund who
acquired (and still hold) shares of those funds as a result
of the reorganization of series of Advance America Funds,
Inc. into those Oppenheimer funds on October 18, 1991, and
who held shares of Advance America Funds, Inc. on March 30,
1990, may purchase Class A shares of those four Oppenheimer
funds at a maximum sales charge rate of 4.50%.
VII. Sales Charge Waivers on Purchases of Class M Shares
of Oppenheimer Convertible Securities Fund
- ------------------------------------------------------------

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

Oppenheimer Value Fund

Internet Website:
WWW.OPPENHEIMERFUNDS.COM
------------------------

Investment Advisor
OppenheimerFunds, Inc.
498 Seventh Avenue
New York, New York 10018

Distributor
OppenheimerFunds Distributor, Inc.
498 Seventh Avenue
New York, New York 10018

Transfer Agent
OppenheimerFunds Services
P.O. Box 5270
Denver, Colorado 80217
1.800.CALL.OPP(225.5677)

Custodian Bank
Citibank, N.A.
111 Wall Street
New York, New York 10005

Independent Auditors
KPMG LLP
707 Seventeenth Street
Denver, Colorado 80202

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

1234

PX375.002.1202 (Revised 01.03)

- --------
1 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). In addition, the Fund may borrow from affiliated
funds as described above. 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.
2 Mr. Motley was elected as Trustee to the Board I Funds
effective October 10, 2002.
3. In accordance with Rule 12b-1 of the Investment Company
Act, the term "Independent Directors" in this Statement of
Additional Information refers to those Directors who are
not "interested persons" of the Fund (or its parent
corporation) and who do not have any direct or indirect
financial interest in the operation of the distribution
plan or any agreement under the plan.
4 Certain waivers also apply to Class M shares of
Oppenheimer Convertible Securities Fund.
5 In the case of Oppenheimer Senior Floating Rate Fund, a
continuously-offered closed-end fund, references to
contingent deferred sales charges mean the Fund's Early
Withdrawal Charges and references to "redemptions" mean
"repurchases" of shares.
6 An "employee benefit plan" means any plan or arrangement,
whether or not it is "qualified" under the Internal Revenue
Code, under which Class N shares of an Oppenheimer fund or
funds are purchased by a fiduciary or other administrator
for the account of participants who are employees of a
single employer or of affiliated employers. These may
include, for example, medical savings accounts, payroll
deduction plans or similar plans. The fund accounts must be
registered in the name of the fiduciary or administrator
purchasing the shares for the benefit of participants in
the plan.
7 The term "Group Retirement Plan" means any qualified or
non-qualified retirement plan for employees of a
corporation or sole proprietorship, members and employees
of a partnership or association or other organized group of
persons (the members of which may include other groups), if
the group has made special arrangements with the
Distributor and all members of the group participating in
(or who are eligible to participate in) the plan purchase
shares of an Oppenheimer fund or funds through a single
investment dealer, broker or other financial institution
designated by the group. Such plans include 457 plans,
SEP-IRAs, SARSEPs, SIMPLE plans and 403(b) plans other than
plans for public school employees. The term "Group
Retirement Plan" also includes qualified retirement plans
and non-qualified deferred compensation plans and IRAs that
purchase shares of an Oppenheimer fund or funds through a
single investment dealer, broker or other financial
institution that has made special arrangements with the
Distributor.
8 However, that concession will not be paid on purchases of
shares in amounts of $1 million or more (including any
right of accumulation) by a Retirement Plan that pays for
the purchase with the redemption proceeds of Class C shares
of one or more Oppenheimer funds held by the Plan for more
than one year.
9 This provision does not apply to IRAs.
10 This provision does not apply to 403(b)(7) custodial
plans if the participant is less than age 55, nor to IRAs.
11 The distribution must be requested prior to Plan
termination or the elimination of the Oppenheimer funds as
an investment option under the Plan.
12 This provision does not apply to IRAs.
13 This provision does not apply to loans from 403(b)(7)
custodial plans and loans from the
OppenheimerFunds-sponsored Single K retirement plan.
14 This provision does not apply to 403(b)(7) custodial
plans if the participant is less than age 55, nor to IRAs.

Oppenheimer trinity VALUE fund
Supplement dated May 14, 2003 to the
Prospectus dated September 24, 2002

The Prospectus is changed as follows:

1. The supplement dated January 17, 2003 is replaced by this supplement.

2. The following is added as a second and third paragraph to the existing
footnote under the "Annual Fund Operating Expenses" table on page 7:

Effective November 1, 2002, the limit on transfer agent fees for
Class Y shares increased to 0.35% of average daily net assets per
fiscal year. Had that limit been in effect during the Fund's
prior fiscal year, the Class Y "Other Expenses" and "Total Annual
Operating Expenses" as percentages of average daily net assets
would have been 0.72% and 1.47%, respectively.

Effective January 1, 2003, the Manager voluntarily agreed to
waive a portion of its advisory fee at an annual rate equal to
0.10% of each class's average daily net assets while the Fund's
trailing one-year performance at the end of the preceding quarter
is in or below the fifth quintile of the Fund's Lipper peer group
(i.e., multi-cap value funds). The Manager will voluntarily waive
0.05% of each class's average daily net assets while the Fund's
trailing one-year performance at the end of the preceding quarter
is in the fourth quintile of the Fund's Lipper peer group. The
foregoing advisory fee waiver automatically terminates while the
Fund's trailing one-year performance at the end of the preceding
quarter is in the first, second or third quintile of the Fund's
Lipper peer group. The foregoing waiver may be amended or
withdrawn by the Manager at any time.

3. The following paragraph is added to the end of the section captioned
"How the Fund is Managed" on Page 11:

At a recent meeting, the Board of Trustees of the Fund
determined that it is in the best interest of the Fund's
shareholders that the Fund reorganize with and into Oppenheimer
Value Fund, a series of Oppenheimer Series Fund, Inc. The Board
unanimously approved an agreement and plan of reorganization to
be entered into between these funds and the transactions
contemplated thereby (the "reorganization"). The Board further
determined that the reorganization should be submitted to the
Fund's shareholders for approval, and recommended that
shareholders approve the reorganization. Shareholders of record
as of a date to be determined by the Board will be entitled to
vote on the reorganization and will receive the proxy statement
describing the reorganization. The anticipated date for the
shareholder meeting is on or about September 12, 2003, with the
reorganization to be effected shortly thereafter.

May 14, 2003 PS0381.017

Oppenheimer trinity VALUE fund
Supplement dated January 17, 2003 to the
Prospectus dated September 24, 2002

The Prospectus is changed as follows:

1. The supplement dated November 1, 2002 is replaced by this
supplement.

2. The following is added as a second and third paragraph to the
existing footnote under the "Annual Fund Operating Expenses" table on
page 7:

Effective November 1, 2002, the limit on transfer agent
fees for Class Y shares increased to 0.35% of average daily
net assets per fiscal year. Had that limit been in effect
during the Fund's prior fiscal year, the Class Y "Other
Expenses" and "Total Annual Operating Expenses" as
percentages of average daily net assets would have been
0.72% and 1.47%, respectively.

Effective January 1, 2003, the Manager voluntarily agreed
to waive its advisory fee at an annual rate equal to 0.10%
of each class's average daily net assets until the Fund's
trailing one-year performance at the end of the preceding
quarter is in the fifth quintile of the Fund's Lipper peer
group (i.e., multi-cap value funds). When the Fund's
performance meets the preceding condition, the Manager will
voluntarily waive 0.05% of each class's average daily net
assets until the Fund's trailing one-year performance at
the end of the preceding quarter is in the fourth quintile
of the Fund's Lipper peer group. The foregoing advisory fee
waiver automatically terminates when the Fund's trailing
one-year performance at the end of the preceding quarter is
in the third quintile of the Fund's Lipper peer group. The
foregoing waiver may be amended or withdrawn by the Manager
at any time.

January 17, 2003 PS0381.016

Oppenheimer trinity VALUE fund
Supplement dated November 1, 2002 to the
Prospectus dated September 24, 2002

The Prospectus is changed as follows:

1. The following is added as a second paragraph to the existing
footnote under the "Annual Fund Operating Expenses" table on page 7:

Effective November 1, 2002, the limit on transfer agent
fees for Class Y shares increased to 0.35% of average daily
net assets per fiscal year. Had that limit been in effect
during the Fund's prior fiscal year, the Class Y "Other
Expenses" and "Total Annual Operating Expenses" as
percentages of average daily net assets would have been
0.72% and 1.47%, respectively.

November 1, 2002 PS0381.015

Oppenheimer
Trinity Value FundSM

Prospectus dated September 24, 2002
Oppenheimer Trinity Value FundSM is
a mutual fund that seeks long-term
growth of capital. The Fund invests
primarily in "undervalued" or
attractively priced stocks that are
included in the S&P 500/Barra Value
Index.

This Prospectus contains
important information about the
Fund's objective, its investment
policies, strategies and risks. It
also contains important information
about how to buy and sell shares of
the Fund and other account
features. Please read this
Prospectus carefully before you
invest and keep it for future
reference about your account.
As with all mutual funds, the
Securities and Exchange Commission
has not approved or disapproved the
Fund's securities nor has it
determined that this Prospectus is
accurate or complete. It is a
criminal offense to represent
otherwise.

(logo) OppenheimerFunds
The Right Way to Invest

Contents
About The Fund
- ------------------------------------------------------------------------------

The Fund's Investment Objective and Strategies

Main Risks of Investing in the Fund

The Fund's Past Performance

Fees and Expenses of the Fund

About the Fund's Investments

How the Fund is Managed

About Your Account
- ------------------------------------------------------------------------------

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

Special Investor Services
AccountLink
PhoneLink
OppenheimerFunds Internet Website

How to Sell Shares
By Mail
By Telephone

How to Exchange Shares

Shareholder Account Rules and Policies

Dividends, Capital Gains and Taxes

Financial Highlights

A B O U T T H E F U N D

The Fund's Investment Objective and Strategies

WHAT IS THE FUND'S INVESTMENT OBJECTIVE? The Fund seeks long-term growth of
capital.

WHAT DOES THE FUND MAINLY INVEST IN? The Fund invests in common stocks that
are included in the S&P 500/Barra Value Index, a subset of stocks included in
the Standard & Poor's Index of 500 Stocks ("S&P 500 Index"). The Fund does
not expect to invest in all of the stocks included in the S&P 500/Barra Value
Index at the same time, and the Fund's investments in particular stocks may
be allocated in amounts that vary, at times significantly, from the
proportional weightings of those stocks in the S&P 500/Barra Value Index.
Therefore, the Fund is not an "index" fund.

HOW DOES THE SUB-ADVISOR DECIDE WHAT SECURITIES TO BUY OR SELL?
The Fund's investment Manager, OppenheimerFunds, Inc. has engaged a
Sub-Advisor, Trinity Investment Management Corporation, to select the
securities for the Fund's portfolio. The Sub-Advisor primarily uses
value-oriented investment analyses to determine which stocks to buy and sell
on behalf of the Fund. In using these approaches, the Sub-Advisor looks for
stocks that appear to be temporarily undervalued or attractively priced by
various measures. The Sub-Advisor seeks stocks having prices that are
relatively low in relation to what the Sub-Advisor considers to be their real
worth or future prospects, with the expectation that the Fund will realize
appreciation in the value of its holdings.

The Sub-Advisor generally adheres to the following systematic,
disciplined investment process. While the Fund's investment process and its
implementation may vary in particular cases, the process currently includes
the following strategies:

o The Sub-Advisor considers stocks that are included in the S&P 500/Barra
Value Index as investments for the Fund's portfolio. Under normal
circumstances, at least 80% of the Fund's assets will be invested in
stocks included in the index.
o The Sub-Advisor uses proprietary quantitative valuation models
incorporating data derived from qualitative fundamental research to
identify stocks within the S&P 500/Barra Value Index that it
considers to be the most undervalued or attractively priced.
Individual stocks are selected for the Fund's portfolio using a
ranking process based on those valuation models.
o Seeking to reduce the Fund's overall risk, the Sub-Advisor diversifies
the Fund's portfolio by allocating the Fund's investments among
industries within the S&P 500/Barra Value Index.

The investment process is more fully described under "About the Fund's
Investments," below.

WHO IS THE FUND DESIGNED FOR? The Fund is designed primarily for investors
seeking capital growth in their investment over the long term. Investors
should be willing to assume the risks of short-term share price fluctuations
that are typical for a fund investing in stocks. The Fund is not designed for
investors requiring current income. Because of its focus on long-term growth,
the Fund may be appropriate for a portion of a retirement plan investment.
The Fund is not a complete investment program.
Main Risks of Investing in the Fund

All investments carry risks to some degree. The Fund's investments are
subject to changes in their value from a number of factors described below.
There is also the risk that poor security selection by the Sub-Advisor will
cause the Fund to underperform other funds having a similar objective.

RISKS OF INVESTING IN STOCKS. Stocks fluctuate in price, and their volatility
at times may be great. Because the Fund focuses its investments in stocks,
the value of the Fund's portfolio will be affected by changes in the stock
markets. This market risk will affect the Fund's net asset values per share,
which will fluctuate as the values of the Fund's portfolio securities change.

A variety of factors can affect the price of a particular stock and the
prices of individual stocks do not move in the same direction uniformly or at
the same time. Because the Fund limits its stock investments to stocks traded
on U.S. exchanges, the Fund's net asset values per share will be affected
primarily by changes in U.S. stock markets.

Additionally, stocks of issuers in a particular industry may be
affected by changes in economic conditions that affect that industry more
than others, or by changes in government regulations, availability of basic
resources or supplies, or other events. The Fund does not concentrate 25% or
more of its total assets in any one industry, and the portfolio management
team seeks to reduce the effects of industry risks by diversifying the Fund's
investments among 34 industry groups defined by the Sub-Advisor within the
S&P 500/Barra Value Index. However, there is no assurance that this
diversification strategy will reduce fluctuations in the value of the Fund's
shares related to events affecting the stocks of issuers in a particular
industry.

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

The Fund focuses its investments in stocks for long-term growth of
capital, however, in the short term, stocks can be volatile. The price of the
Fund's shares can go up and down substantially. The Fund generally does not
use income-oriented investments to help cushion the Fund's total return from
changes in stock prices, except for temporary defensive purposes. In the
OppenheimerFunds spectrum, the Fund is generally more conservative than
aggressive growth stock funds, but more aggressive than funds that invest in
stocks and bonds.

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

The Fund's Past Performance

The bar chart and table below show one measure of the risks of investing in
the Fund, by showing changes in the Fund's performance (for its Class A
shares) from year to year since the Fund's inception and by showing how the
average annual total returns of the Fund's shares, both before and after
taxes, compare to those of a broad-based market index. The after-tax returns
are shown for Class A shares only and are calculated using the historical
highest individual federal marginal income tax rates in effect during the
periods shown, and do not reflect the impact of state or local taxes. The
after-tax returns for the other classes of shares will vary. In certain
cases, the figure representing "Return After Taxes on Distributions and Sale
of Fund Shares" may be higher than the other return figures for the same
period. A higher after-tax return results when a capital loss occurs upon
redemption and translates into an assumed tax deduction that benefits the
shareholder. The after-tax returns are calculated based on certain
assumptions mandated by regulation and your actual after-tax returns may
differ from those shown, depending on your individual tax situation. The
after-tax returns set forth below are not relevant to investors who hold
their fund shares through tax-deferred arrangements such as 401(k) plans or
IRAs or to institutional investors not subject to tax. The Fund's past
investment performance, before and after taxes, is not necessarily an
indication of how the Fund will perform in the future.

Annual Total Returns (Class A) (as of 12/31)

[See appendix to prospectus for data in bar chart showing annual total
returns]
Sales charges are not included in the calculations of return in this bar
chart, and if those charges were included, the returns may be less than those
shown.
For the period from 1/1/02 through 6/30/02 the cumulative return (not
annualized) for Class A shares before taxes was -9.72%.
During the period shown in the bar chart, the highest return (not annualized)
before taxes for a calendar quarter was 10.10% (3Qtr00) and the lowest return
(not annualized) before taxes for a calendar quarter was -14.51% (3Qtr01).

- -------------------------------------------------------------------
Average Annual Total Returns 1 Year 5 Years
for the periods ended (or life of (or life of
December 31, 2001 class, if less) class, if less)
- -------------------------------------------------------------------
- -------------------------------------------------------------------
Class A Shares (inception
9/1/99) -13.26% -3.84%
Return Before Taxes -14.56% -4.51%
Return After Taxes on -8.00% -3.36%
Distributions
Return After Taxes on
Distributions and Sale
of Fund Shares
- -------------------------------------------------------------------
S&P 500/Barra Value Index
(reflects no deduction for
fees, expenses or taxes) -11.71% -0.83%1
- -------------------------------------------------------------------
Class B Shares (inception -13.03% -3.40%
9/1/99)
- -------------------------------------------------------------------
Class C Shares (inception -9.60% -1.79%
9/1/99)
- -------------------------------------------------------------------
- -------------------------------------------------------------------
Class N Shares (inception N/A2 N/A2
3/1/01)
- -------------------------------------------------------------------
- -------------------------------------------------------------------
Class Y Shares (inception -7.67% -1.16%
9/1/99)
- -------------------------------------------------------------------
1 From 08/31/99.
2 Because this is a new class of shares, return data for the period
specified is not available.

The Fund's average annual total returns include the applicable sales charge:
for Class A, the current maximum initial sales charge of 5.75%; for Class B,
the contingent deferred sales charges of 5% (1-year) and 3% (life of class);
and for Class C, the 1% contingent deferred sales charge for the 1-year
period. There is no sales charge for Class Y shares. The Fund's returns
measure the performance of a hypothetical account and assume that all
dividends and capital gains distributions have been reinvested in additional
shares. The performance of the Fund's Class A shares is compared to the S&P
500/Barra Value Index, an unmanaged index of equity securities. The index
performance includes reinvestment of income but does not reflect transaction
costs. The Fund's investments may vary from the securities in the index.

Fees and Expenses of the Fund

The Fund pays a variety of expenses directly for management of its assets,
administration, distribution of its shares and other services. Those expenses
are subtracted from the Fund's assets to calculate the Fund's net asset
values per share. All shareholders therefore pay those expenses indirectly.
Shareholders pay other expenses directly, such as sales charges and account
transaction charges. The following tables are provided to help you
understand the fees and expenses you may pay if you buy and hold shares of
the Fund. The numbers below are based on the Fund's expenses during its
fiscal year ended July 31, 2002.

Shareholder Fees (charges paid directly from your investment):

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

- ----------------------------------------------------------------------------
Class A Class B Class C Class N Class Y
Shares Shares Shares Shares Shares
- ----------------------------------------------------------------------------
- ----------------------------------------------------------------------------
Management Fees 0.75% 0.75% 0.75% 0.75% 0.75%
- ----------------------------------------------------------------------------
- ----------------------------------------------------------------------------
Distribution and/or Service 0.21% 1.00% 1.00% 0.50% None
(12b-1) Fees
- ----------------------------------------------------------------------------
- ----------------------------------------------------------------------------
Other Expenses 0.82% 0.82% 0.82% 0.85% 1.03%
- ----------------------------------------------------------------------------
- ----------------------------------------------------------------------------
Total Annual Operating 1.78% 2.57% 2.57% 2.10% 1.78%
Expenses
- ----------------------------------------------------------------------------
Expenses may vary in future years. "Other expenses" include transfer agent
fees, custodial fees, and accounting and legal expenses that the Fund pays.
The "Other Expenses" in the table are based on, among other things, the fees
the Fund would have paid if the transfer agent had not waived a portion of
its fee under a voluntary undertaking to the Fund to limit these fees to
0.25% of average daily net assets per fiscal year for Class Y shares and
0.35% of average daily net assets per fiscal year for all other classes. That
undertaking is effective October 1, 2001 (January 1, 2001 for Class Y), is
pro-rated for the remainder of the fiscal year ending after that date, and
may be amended or withdrawn at any time. After the waiver, the actual "Other
Expenses" and "Total Annual Operating Expenses" as percentages of average
daily net assets were 0.76% and 1.72% for Class A shares, 0.76% and 2.51% for
Class B shares, 0.76% and 2.51% for Class C shares, 0.79% and 2.04% for Class
N shares and 0.62% and 1.37% for Class Y shares.

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

---------------------------------------------------------------------------------
If shares are 1 Year 3 Years 5 Years 10 Years
redeemed:
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Class A Shares $745 $1,103 $1,484 $2,549
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Class B Shares $760 $1,099 $1,565 $2,5351
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Class C Shares $360 $799 $1,365 $2,905
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Class N Shares $313 $658 $1,129 $2,431
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Class Y Shares $181 $560 $964 $2,095
---------------------------------------------------------------------------------

---------------------------------------------------------------------------------
If shares are not 1 Year 3 Years 5 Years 10 Years
redeemed:
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Class A Shares $745 $1,103 $1,484 $2,549
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Class B Shares $260 $799 $1,365 $2,5351
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Class C Shares $260 $799 $1,365 $2,905
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Class N Shares $213 $658 $1,129 $2,431
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Class Y Shares $181 $560 $964 $2,095
---------------------------------------------------------------------------------
In the first example, expenses include the initial sales charge for Class A
and the applicable Class B, Class C or Class N contingent deferred sales
charges. In the second example, the Class A expenses include the sales
charge, but Class B, Class C and Class N expenses do not include contingent
deferred sales charges. There is no sales charge on Class Y shares.
1. Class B expenses for years 7 through 10 are based on Class A expenses
since Class B shares automatically convert to Class A shares after 6 years.

About the Fund's Investments

THE FUND'S PRINCIPAL INVESTMENT POLICIES. The Fund purchases only stocks that
are included in the S&P 500/Barra Value Index. However, the Fund is not an
index fund. In rare instances, the Fund may temporarily hold stocks that are
removed from the S&P 500/Barra Value Index or even the S&P 500 Index.

S&P 500 Index. The S&P 500 Index is an unmanaged index of equity securities
that is a broad-based measure of changes in domestic stock market
conditions based on the average performance of 500 widely held stocks.
Standard & Poor's Corporation selects the stocks included in the index
and determines their relative weightings within the index. The index is
generally considered a "large cap" index. The Sub-Advisor's research
capabilities cover approximately 99% of the stocks included in the S&P
500 Index.

S&P 500/Barra Value Index. The S&P 500/Barra Value Index is a subset of
stocks included in the S&P 500 Index. The S&P 500/Barra Value Index is
constructed by dividing the stocks in the S&P 500 Index according to a
single attribute: book-to-price ratio. The S&P 500/Barra Value Index
contains stocks with higher book-to-price ratios. Stocks with lower
book-to-price ratios are contained in the S&P 500/Barra Growth Index.
Each stock in the S&P 500 Index is assigned to either the S&P 500/Barra
Value Index or the S&P 500/Barra Growth Index so that the two indices
together comprise the S&P 500 Index.

Stocks included in the S&P 500/Barra Value Index are generally
considered to be currently undervalued by the market and therefore
thought to provide an opportunity for long-term potential returns.
Stocks included in the S&P 500/Barra Growth Index are generally
considered to be those with the best relative short-term appreciation
potential among the stocks included in the S&P 500 Index.

Investment Process. In selecting stocks for the Fund's portfolio, the
Sub-Advisor follows a three-step process intended to identify the
stocks within the S&P 500/Barra Value Index that provide opportunity
for long-term potential returns.

The Sub-Advisor first divides the S&P 500/Barra Value Index into 11
broad economic sectors it has defined (see the chart below). Second,
each day the New York Stock Exchange is open for trading, the
Sub-Advisor ranks the stocks in each of the 11 economic sectors of the
index according to their underlying values, which might be quite
different from their current stock market valuations.

The Sub-Advisor ranks each of the stocks in the 11 economic sectors
using quantitative models based upon the factors that have historically
affected the prices for stocks included in each sector. To identify
these factors, the Sub-Advisor uses a proprietary research library that
includes a database of historical stock prices and fundamental
information such as earnings, dividend yields, and other relevant
financial information.

The most undervalued stocks or most attractive stocks, as identified by
the Sub-Advisor's valuation models, are assigned a ranking of 1 (the
highest ranking). The most overvalued or least attractively priced
stocks, as identified by the Sub-Advisor's valuation models, are
assigned a ranking of 10 (the lowest ranking). The most attractively
priced stocks are candidates for purchase or continued investment by
the Fund. Although lower ranked or less attractively priced stocks
generally are candidates for sale if held by the Fund, the Fund does
invest in some lower ranked or less attractive stocks in an attempt to
reduce overall portfolio risk.

Third, in order to diversify the Fund's investment portfolio and
attempt to reduce overall portfolio risk, the Sub-Advisor seeks to
align the Fund's portfolio investments to the sector weights of the S&P
500/Barra Value Index as defined by the Sub-Advisor (see the chart
below). The size of the Fund's portfolio positions in the most
attractively priced stocks generally is greater than the proportionate
weights of those stocks within the S&P 500 Index. At times this
"overweighting" of attractively priced stocks may be significant. The
size of the Fund's portfolio positions in lower ranked or less
attractive stocks generally are less than the proportionate weights of
those stocks within the index.

The Sub-Advisor generally will construct a portfolio of 50 to 100
stocks for the Fund across the 11 economic sectors and 34 industry
groups, defined by the Sub-Advisor. The Fund's portfolio
characteristics, such as its yield, price to earnings ratio and price
to book ratio, will generally reflect the underlying characteristics of
the S&P 500/Barra Value Index.

There is no assurance the Fund's selection strategy will result in the
Fund achieving its objective of long-term growth of capital. Nor can
there be any assurance that the Fund's diversification strategy will
actually reduce the volatility of an investment in the Fund. The
Statement of Additional Information contains additional information
about the Fund's investment policies and risks.

S&P 500/Barra Value Index
11 Economic Sectors, 34 Industry Groups (as defined by the Sub-Advisor)

Basic Materials Miscellaneous
Chemicals Miscellaneous
Forest Products
Metals Technology
Computer Hardware
Consumer Staples Computer Software
Food/Bev/Tobacco Electronics
Household Products
Food & Drug Retail Consumer Cyclicals
Retail/Merchandise
Health Care Entertainment
Drugs Building Materials
Hospital/Hospital Supply Lodging & Restaurant
Publishing
Transportation Consumer Durables
Automotive Retail/Clothing
Transportation
Auto Parts Finance
Consumer Finance
Capital Goods Money Center Banks
Electric Equipment Insurance
Aerospace Regional Banks
Machinery
Utilities
Energy Telephones
Integrated Oils Electric Utilities
Oil Production/Services Gas & Water

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

OTHER INVESTMENT STRATEGIES. To seek its objective, the Fund can also use
the investment techniques and strategies described below. The Fund may or
may not use these investment techniques. These techniques have certain
risks, although some are designed to help reduce the overall investment or
market risks.

Portfolio Turnover. The Fund's investment process may cause the Fund to
engage in active and frequent trading. Therefore, the Fund may engage
in short-term trading while trying to achieve its objective. Portfolio
turnover increases brokerage costs the Fund pays (and reduces
performance). Additionally, securities trading can cause the Fund to
realize capital gains that are distributed to shareholders as taxable
distributions.

Temporary Defensive and Interim Investments. In times of adverse or unstable
market, economic or political conditions, the Fund can invest up to
100% of its assets in temporary defensive investments. Generally, they
would be high-quality, short-term money market instruments, such as
U.S. government securities, highly rated commercial paper, short-term
corporate debt obligations, bank deposits or repurchase agreements. The
Fund can also hold these types of securities pending the investment of
proceeds from the sale of Fund shares or portfolio securities or to
meet anticipated redemptions of Fund shares. To the extent the Fund
invests defensively in these securities, it might not achieve its
investment objective of long-term growth of capital.

How the Fund Is Managed

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

The Manager and its subsidiaries and controlled affiliates managed more
than $125 billion in assets as of June 30, 2002, including other Oppenheimer
funds with more than 7 million shareholder accounts. The Manager is located
at 498 Seventh Avenue, New York, New York 10018.

The Sub-Advisor. The Manager retained the Sub-Advisor to provide day-to-day
portfolio management for the Fund. The Sub-Advisor has operated as an
investment advisory since 1980. As of June 30, 2002, the Sub-Advisor
managed over $2.5 billion for approximately 56 clients. The Sub-Advisor
also serves as sub-advisor to other investment companies for which the
Manager serves as investment advisor. The Sub-Advisor is an affiliate
of the Manager, and is located at 301 North Spring Street, Bellefonte,
Pennsylvania 16823. The Manager, not the Fund, pays the Sub-Advisor an
annual fee under a Sub-Advisory Agreement between the Manager and the
Sub-Advisor.

Advisory Fees. Under the investment advisory agreement, the Fund pays the
Manager an advisory fee at an annual rate that declines on additional
assets as the Fund grows: 0.75% of the first $200 million of average
annual net assets of the Fund; 0.72% of the next $200 million; 0.69% of
the next $200 million; 0.66% of the next $200 million; and 0.60% of
average annual net assets in excess of $800 million. The Fund's
management fee for the period ended July 31, 2002 was 0.75% of average
annual net assets for each class of shares.

Portfolio Management Team. The Fund is managed by a team of individuals
employed by the Sub-Advisor. The portfolio management team is
primarily responsible for the selection of the Fund's portfolio
securities.

ABOUT your account

How to Buy Shares

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

Buying Shares Through Your Dealer. You can buy shares through any dealer,
broker or financial institution that has a sales agreement with the
Distributor. Your dealer will place your order with the Distributor on
your behalf.
Buying Shares Through the Distributor. Complete an OppenheimerFunds New
Account Application and return it with a check payable to
"OppenheimerFunds Distributor, Inc." Mail it to P.O. Box 5270, Denver,
Colorado 80217. If you don't list a dealer on the application, the
Distributor will act as your agent in buying the shares. However, we
recommend that you discuss your investment with a financial advisor
before you make a purchase to be sure that the Fund is appropriate for
you.
o Paying by Federal Funds Wire. Shares purchased through the Distributor
may be paid for by Federal Funds wire. The minimum investment is
$2,500. Before sending a wire, call the Distributor's Wire Department
at 1.800.CALL.OPP (225.5677) to notify the Distributor of the wire and
to receive further instructions.
o Buying Shares Through OppenheimerFunds AccountLink. With AccountLink,
you pay for shares by electronic funds transfers from your bank
account. Shares are purchased for your account by a transfer of money
from your bank account through the Automated Clearing House (ACH)
system. You can provide those instructions automatically, under an
Asset Builder Plan, described below, or by telephone instructions using
OppenheimerFunds PhoneLink, also described below. Please refer to
"AccountLink," below for more details.
o Buying Shares Through Asset Builder Plans. You may purchase shares of
the Fund automatically each month from your account at a bank or other
financial institution under an Asset Builder Plan with AccountLink.
Details are in the Asset Builder Application and the Statement of
Additional Information.

HOW MUCH MUST YOU INVEST? You can buy Fund shares with a minimum initial
investment of $1,000 and make additional investments at any time with as
little as $25 (effective November 1, 2002, the additional purchase amount is
$50). There are reduced minimum investments under special investment plans.
o With Asset Builder Plans, 403(b) plans, Automatic Exchange Plans and
military allotment plans, you can make initial and subsequent
investments for as little as $25. The minimum initial investment in
any such plan accounts established on or after November 1, 2002 is
$50. The minimum additional investment to such plan accounts that
were established prior to November 1, 2002 will remain $25. To
establish a new Asset Builder Plan account on or after November 1,
2002, you must first invest at least $500.
o Under retirement plans, such as IRAs, pension and profit-sharing plans
and 401(k) plans, you can start your account with as little as $250.
If your IRA is started as an Asset Builder Plan, the $25 minimum
applies. Additional purchases may be for as little as $25. To
establish any type of IRA account on or after November 1, 2002, the
minimum investment is $500. The minimum additional investment to any
type of IRA account after November 1, 2002 is $50.
o The minimum investment requirement does not apply to reinvesting
dividends from the Fund or other Oppenheimer funds (a list of them
appears in the Statement of Additional Information, or you can ask
your dealer or call the Transfer Agent), or reinvesting
distributions from unit investment trusts that have made
arrangements with the Distributor.

The net asset value per share is determined by dividing the value of
the Fund's net assets attributable to a class by the number of shares
of that class that are outstanding. To determine net asset value, the
Fund's Board of Trustees has established procedures to value the Fund's
securities, in general, based on market value. The Board has adopted
special procedures for valuing illiquid and restricted securities and
obligations for which market values cannot be readily obtained. Because
some foreign securities trade in markets and on exchanges that operate
on weekends and U.S. holidays, the values of some of the Fund's foreign
investments may change on days when investors cannot buy or redeem Fund
shares.

If, after the close of the principal market on which a security held by
the Fund is traded, and before the time the Fund's securities are
priced that day, an event occurs that the Sub-Advisor deems likely to
cause a material change in the value of such security, the Fund's Board
of Trustees has authorized the Manager, subject to the Board's review,
to ascertain a fair value for such security. A security's valuation may
differ depending on the method used for determining value.

The Offering Price. To receive the offering price for a particular day, in
most cases the Distributor or its designated agent must receive your
order by the time of day The New York Stock Exchange closes that day.
If your order is received on a day when the Exchange is closed or after
it has closed, the order will receive the next offering price that is
determined after your order is received.
Buying Through a Dealer. If you buy shares through a dealer, your dealer must
receive the order by the close of The New York Stock Exchange and
transmit it to the Distributor so that it is received before the
Distributor's close of business on a regular business day (normally
5:00 P.M.) to receive that day's offering price. Otherwise, the order
will receive the next offering price that is determined.

- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
Class A Shares. If you buy Class A shares, you pay an initial sales charge
(on investments up to $1 million for regular accounts or $500,000 for
certain retirement plans). The amount of that sales charge will vary
depending on the amount you invest. The sales charge rates are listed
in "How Can You Buy Class A Shares?" below.
- ------------------------------------------------------------------------------
Class B Shares. If you buy Class B shares, you pay no sales charge at the
time of purchase, but you will pay an annual asset-based sales charge.
If you sell your shares within 6 years of buying them, you will
normally pay a contingent deferred sales charge. That contingent
deferred sales charge varies depending on how long you own your shares,
as described in "How Can You Buy Class B Shares?" below.
- ------------------------------------------------------------------------------
Class C Shares. If you buy Class C shares, you pay no sales charge at the
time of purchase, but you will pay an annual asset-based sales charge.
If you sell your shares within 12 months of buying them, you will
normally pay a contingent deferred sales charge of 1.0%, as described
in "How Can You Buy Class C Shares?" below.
- ------------------------------------------------------------------------------
Class N Shares. If you buy Class N shares (available only through certain
retirement plans), you pay no sales charge at the time of purchase, but
you will pay an annual asset-based sales charge. If you sell your
shares within 18 months of the retirement plan's first purchase of
Class N shares, you may pay a contingent deferred sales charge of 1.0%,
as described in "How Can You Buy Class N Shares?" below.
Class Y Shares. Class Y shares are offered only to certain institutional
investors that have special agreements with the Distributor.

SPECIAL SALES CHARGE ARRANGEMENTS AND WAIVERS. Appendix B to the Statement of
Additional Information details the conditions for the waiver of sales charges
that apply in certain cases, and the special sales charge rates that apply to
purchases of shares of the Fund by certain groups, or under specified
retirement plan arrangements or in other special types of transactions. To
receive a waiver or special sales charge rate, you must advise the
Distributor when purchasing shares or the Transfer Agent when redeeming
shares that the special conditions apply.

-------------------------------------------------------------------------------
Front-End Sales Front-End Sales
Charge As a Charge As a Concession As
Percentage of Percentage of Net Percentage of
Amount of Purchase Offering Price Amount Invested Offering Price
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
Less than $25,000 5.75% 6.10% 4.75%
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
$25,000 or more but
less 5.50% 5.82% 4.75%
than $50,000
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
$50,000 or more but
less 4.75% 4.99% 4.00%
than $100,000
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
$100,000 or more but 3.75% 3.90% 3.00%
less than $250,000
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
$250,000 or more but 2.50% 2.56% 2.00%
less than $500,000
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
$500,000 or more but 2.00% 2.04% 1.60%
less than $1 million
-------------------------------------------------------------------------------

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

A contingent deferred sales charge of 1.0% will be imposed upon the
redemption of Class N shares, if:
o The group retirement plan is terminated or Class N shares of all
Oppenheimer funds are terminated as an investment option of the
plan and Class N shares are redeemed within 18 months after the
plan's first purchase of Class N shares of any Oppenheimer fund, or
o With respect to an IRA or 403(b) plan, Class N shares are redeemed
within 18 months of the plan's first purchase of Class N shares of
any Oppenheimer fund.

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

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

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

Special Investor Services

You may purchase shares by telephone only after your account has been
established. To purchase shares in amounts up to $250,000 through a telephone
representative, call the Distributor at 1.800.CALL.OPP. The purchase payment
will be debited from your bank account.

PHONELINK. PhoneLink is the OppenheimerFunds automated telephone system that
enables shareholders to perform a number of account transactions
automatically using a touch-tone phone. PhoneLink may be used on
already-established Fund accounts after you obtain a Personal Identification
Number (PIN), by calling the PhoneLink number, 1.800.CALL.OPP.
Purchasing Shares. You may purchase shares in amounts up to $100,000 by
phone, by calling 1.800.CALL.OPP. You must have established AccountLink
privileges to link your bank account with the Fund to pay for these
purchases.
Exchanging Shares. With the OppenheimerFunds Exchange Privilege, described
below, you can exchange shares automatically by phone from your Fund
account to another OppenheimerFunds account you have already
established by calling the special PhoneLink number.
Selling Shares. You can redeem shares by telephone automatically by calling
the PhoneLink number and the Fund will send the proceeds directly to
your AccountLink bank account. Please refer to "How to Sell Shares,"
below for details.

CAN YOU SUBMIT TRANSACTION REQUESTS BY FAX? You may send requests for certain
types of account transactions to the Transfer Agent by fax (telecopier).
Please call 1.800.CALL.OPP for information about which transactions may be
handled this way. Transaction requests submitted by fax are subject to the
same rules and restrictions as written and telephone requests described in
this Prospectus.

OPPENHEIMERFUNDS INTERNET WEBSITE. You can obtain information about the Fund,
as well as your account balance, on the OppenheimerFunds Internet website, at
WWW.OPPENHEIMERFUNDS.COM. Additionally, shareholders listed in the account
- ------------------------
registration (and the dealer of record) may request certain account
transactions through a special section of that website. To perform account
transactions or obtain account information online, you must first obtain a
user I.D. and password on that website. If you do not want to have Internet
account transaction capability for your account, please call the Transfer
Agent at 1.800.CALL.OPP. At times, the website may be inaccessible or its
transaction features may be unavailable.

How to Sell Shares

You can sell (redeem) some or all of your shares on any regular business day.
Your shares will be sold at the next net asset value calculated after your
order is received in proper form (which means that it must comply with the
procedures described below) and is accepted by the Transfer Agent. The Fund
lets you sell your shares by writing a letter or by telephone. You can also
set up Automatic Withdrawal Plans to redeem shares on a regular basis. If you
have questions about any of these procedures, and especially if you are
redeeming shares in a special situation, such as due to the death of the
owner or from a retirement plan account, please call the Transfer Agent
first, at 1.800.CALL.OPP, for assistance.

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

HOW DO you SELL SHARES BY TELEPHONE? You and your dealer representative of
record may also sell your shares by telephone. To receive the redemption
price calculated on a particular regular business day, your call must be
received by the Transfer Agent by the close of The New York Stock Exchange
that day, which is normally 4:00 P.M., but may be earlier on some days. You
may not redeem shares held in an OppenheimerFunds retirement plan account or
under a share certificate by telephone.
o To redeem shares through a service representative or automatically on
PhoneLink, call 1.800.CALL.OPP.
Whichever method you use, you may have a check sent to the address on
the account statement, or, if you have linked your Fund account to your bank
account on AccountLink, you may have the proceeds sent to that bank account.

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

HOW CONTINGENT DEFERRED SALES CHARGES AFFECT REDEMPTIONS. If you purchase
shares subject to a Class A, Class B, Class C or Class N contingent deferred
sales charge and redeem any of those shares during the applicable holding
period for the class of shares, the contingent deferred sales charge will be
deducted from the redemption proceeds (unless you are eligible for a waiver
of that sales charge based on the categories listed in Appendix B to the
Statement of Additional Information and you advise the Transfer Agent of your
eligibility for the waiver when you place your redemption request.)

A contingent deferred sales charge will be based on the lesser of the
net asset value of the redeemed shares at the time of redemption or the
original net asset value. A contingent deferred sales charge is not imposed
on:
o the amount of your account value represented by an increase in net
asset value over the initial purchase price,
o shares purchased by the reinvestment of dividends or capital gains
distributions, or
o shares redeemed in the special circumstances described in Appendix B to
the Statement of Additional Information
To determine whether a contingent deferred sales charge applies to a
redemption, the Fund redeems shares in the following order:
1. shares acquired by reinvestment of dividends and capital gains
distributions,
2. shares held for the holding period that applies to the class, and
3. shares held the longest during the holding period.

How to Exchange Shares

HOW DO you SUBMIT EXCHANGE REQUESTS? Exchanges may be requested in writing or
by telephone:

Written Exchange Requests. Submit an OppenheimerFunds Exchange Request form,
signed by all owners of the account. Send it to the Transfer Agent at
the address on the back cover. Exchanges of shares held under
certificates cannot be processed unless the Transfer Agent receives the
certificates with the request.
Telephone Exchange Requests. Telephone exchange requests may be made either
by calling a service representative or by using PhoneLink for automated
exchanges by calling 1.800.CALL.OPP. Telephone exchanges may be made
only between accounts that are registered with the same name(s) and
address. Shares held under certificates may not be exchanged by
telephone.

ARE THERE LIMITATIONS ON EXCHANGES? There are certain exchange policies you
should be aware of:
o Shares are normally redeemed from one fund and purchased from the other
fund in the exchange transaction on the same regular business day on
which the Transfer Agent receives an exchange request that conforms to
the policies described above. It must be received by the close of The
New York Stock Exchange that day, which is normally 4:00 P.M. but may
be earlier on some days. However, either fund may delay the purchase of
shares of the fund you are exchanging into up to seven days if it
determines it would be disadvantaged by the same day exchange.
o The interests of the Fund's long-term shareholders and its ability to
manage its investments may be adversely affected when its shares are
repeatedly bought and sold in response to short-term market
fluctuations--also known as "market timing." When large dollar amounts
are involved, the Fund may have difficulty implementing long-term
investment strategies, because it cannot predict how much cash it will
have to invest. Market timing also may force the Fund to sell portfolio
securities at disadvantageous times to raise the cash needed to buy a
market timer's Fund shares. These factors may hurt the Fund's
performance and its shareholders. When the Manager believes frequent
trading would have a disruptive effect on the Fund's ability to manage
its investments, the Manager and the Fund may reject purchase orders
and exchanges into the Fund by any person, group or account that the
Manager believes to be a market timer.
o The Fund may amend, suspend or terminate the exchange privilege at any
time. The Fund will provide you notice whenever it is required to do so
by applicable law, but it may impose changes at any time for emergency
purposes.
o If the Transfer Agent cannot exchange all the shares you request
because of a restriction cited above, only the shares eligible for
exchange will be exchanged.

Shareholder Account Rules and Policies

More information about the Fund's policies and procedures for buying, selling
and exchanging shares is contained in the Statement of Additional Information.
Effective September 27, 2002, a $12 annual fee will be charged on any account
valued at less than $500. See the Statement of Additional Information
for circumstances when this fee will not be charged.
The offering of shares may be suspended during any period in which the
determination of net asset value is suspended, and the offering may be
suspended by the Board of Trustees at any time the Board believes it is
in the Fund's best interest to do so.
Telephone transaction privileges for purchases, redemptions or exchanges may
be modified, suspended or terminated by the Fund at any time. The Fund
will provide you notice whenever it is required to do so by applicable
law. If an account has more than one owner, the Fund and the Transfer
Agent may rely on the instructions of any one owner. Telephone
privileges apply to each owner of the account and the dealer
representative of record for the account unless the Transfer Agent
receives cancellation instructions from an owner of the account.
The Transfer Agent will record any telephone calls to verify data concerning
transactions and has adopted other procedures to confirm that telephone
instructions are genuine, by requiring callers to provide tax
identification numbers and other account data or by using PINs, and by
confirming such transactions in writing. The Transfer Agent and the
Fund will not be liable for losses or expenses arising out of telephone
instructions reasonably believed to be genuine.
Redemption or transfer requests will not be honored until the Transfer Agent
receives all required documents in proper form. From time to time, the
Transfer Agent in its discretion may waive certain of the requirements
for redemptions stated in this Prospectus.
Dealers that perform account transactions for their clients by participating
in NETWORKING through the National Securities Clearing Corporation are
responsible for obtaining their clients' permission to perform those
transactions, and are responsible to their clients who are shareholders
of the Fund if the dealer performs any transaction erroneously or
improperly.
The redemption price for shares will vary from day to day because the value
of the securities in the Fund's portfolio fluctuates. The redemption
price, which is the net asset value per share, will normally differ for
each class of shares. The redemption value of your shares may be more
or less than their original cost.
Payment for redeemed shares ordinarily is made in cash. It is forwarded by
check, or through AccountLink within seven days after the Transfer
Agent receives redemption instructions in proper form. However, under
unusual circumstances determined by the Securities and Exchange
Commission, payment may be delayed or suspended. For accounts
registered in the name of a broker-dealer, payment will normally be
forwarded within three business days after redemption.
The Transfer Agent may delay forwarding a check or processing a payment via
AccountLink for recently purchased shares, but only until the purchase
payment has cleared. That delay may be as much as 10 days from the date
the shares were purchased. That delay may be avoided if you purchase
shares by Federal Funds wire or certified check, or arrange with your
bank to provide telephone or written assurance to the Transfer Agent
that your purchase payment has cleared.
Involuntary redemptions of small accounts may be made by the Fund if the
account value has fallen below $500 for reasons other than the fact
that the market value of shares has dropped. In some cases involuntary
redemptions may be made to repay the Distributor for losses from the
cancellation of share purchase orders.
Shares may be "redeemed in kind" under unusual circumstances (such as a lack
of liquidity in the Fund's portfolio to meet redemptions). This means
that the redemption proceeds will be paid with liquid securities from
the Fund's portfolio.
"Backup withholding" of federal income tax may be applied against taxable
dividends, distributions and redemption proceeds (including exchanges)
if you fail to furnish the Fund your correct, certified Social Security
or Employer Identification Number when you sign your application, or if
you under-report your income to the Internal Revenue Service.
To avoid sending duplicate copies of materials to households, the Fund will
mail only one copy of each prospectus, annual and semi-annual report
and annual notice of the Fund's privacy policy to shareholders having
the same last name and address on the Fund's records. The consolidation
of these mailings, called householding, benefits the Fund through
reduced mailing expense.

If you want to receive multiple copies of these materials, you may call
the Transfer Agent at 1.800.CALL.OPP. You may also notify the Transfer
Agent in writing. Individual copies of prospectuses, reports and
privacy notices will be sent to you commencing within 30 days after the
Transfer Agent receives your request to stop householding.

Dividends, Capital Gains and Taxes

DIVIDENDS. The Fund intends to declare dividends separately for each class of
shares from net investment income on an annual basis and to pay them to
shareholders in December on a date selected by the Board of Trustees.
Dividends and distributions paid on Class A and Class Y shares will generally
be higher than dividends for Class B, Class C and Class N shares, which
normally have higher expenses than Class A and Class Y. The Fund has no fixed
dividend rate and cannot guarantee that it will pay any dividends or
distributions.

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

Avoid "Buying a Dividend." If you buy shares on or just before the
ex-dividend date or just before the Fund declares a capital gains
distribution, you will pay the full price for the shares and then
receive a portion of the price back as a taxable dividend or capital
gain.
Remember, There May be Taxes on Transactions. Because the Fund's share prices
fluctuate, you may have a capital gain or loss when you sell or
exchange your shares. A capital gain or loss is the difference between
the price you paid for the shares and the price you received when you
sold them. Any capital gain is subject to capital gains tax.
Returns of Capital Can Occur. In certain cases, distributions made by the
Fund may be considered a non-taxable return of capital to shareholders.
If that occurs, it will be identified in notices to shareholders.

Financial Highlights

The Financial Highlights Table is presented to help you understand the Fund's
financial performance since its inception. Certain information reflects
financial results for a single Fund share. The total returns in the table
represent the rate that an investor would have earned (or lost) on an
investment in the Fund (assuming reinvestment of all dividends and
distributions). This information has been audited by KPMG LLP, the Fund's
independent auditors, whose report, along with the Fund's financial
statements, is included in the Statement of Additional Information, which is
available on request.

FINANCIAL HIGHLIGHTS

CLASS A YEAR ENDED JULY 31, 2002
2001 2000(1)
- ---------------------------------------------------------------------------------------
PER SHARE OPERATING DATA
- ---------------------------------------------------------------------------------------

Net asset value, beginning of period $10.15 $
9.52 $10.00
- ---------------------------------------------------------------------------------------
Income (loss) from investment operations:
Net investment income .03
..02 .05
Net realized and unrealized gain (loss) (2.42)
..61 (.50)

- ----------------------------
Total from investment operations (2.39)
..63 (.45)
- ---------------------------------------------------------------------------------------
Dividends and/or distributions to shareholders:
Dividends from net investment income --
- -- (.03)
Distributions from net realized gain (.39)
- -- --
Distributions in excess of net realized gain --(2)
- -- --

- ----------------------------
Total dividends and/or distributions
to shareholders (.39)
- -- (.03)
- ---------------------------------------------------------------------------------------
Net asset value, end of period $ 7.37
$10.15 $9.52

============================

=======================================================================================
TOTAL RETURN, AT NET ASSET VALUE(3) (24.30)%
6.62% (4.50)%
- ---------------------------------------------------------------------------------------

=======================================================================================
RATIOS/SUPPLEMENTAL DATA
- ---------------------------------------------------------------------------------------
Net assets, end of period (in thousands) $3,203
$3,868 $3,798
- ---------------------------------------------------------------------------------------
Average net assets (in thousands) $3,683
$3,932 $2,802
- ---------------------------------------------------------------------------------------
Ratios to average net assets:(4)
Net investment income 0.36%
0.20% 0.52%
Expenses 1.78%
1.63% 1.53%
Expenses, net of reduction to custodian expenses
and/or voluntary waiver of transfer agent fees 1.72%
1.63% 1.47%
- ---------------------------------------------------------------------------------------
Portfolio turnover rate 133%
207% 285%

1. For the period from September 1, 1999 (inception of offering) to July 31,
2000.
2. Less than $0.005 per share.
3. Assumes an investment on the business day before the first day of the
fiscal
period (or inception of offering), with all dividends and distributions
reinvested in additional shares on the reinvestment date, and redemption at
the
net asset value calculated on the last business day of the fiscal period.
Sales
charges are not reflected in the total returns. Total returns are not
annualized
for periods of less than one full year.
4. Annualized for periods of less than one full year.
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.

20
OPPENHEIMER TRINITY VALUE FUND

CLASS B YEAR ENDED JULY 31, 2002
2001 2000(1)
- ---------------------------------------------------------------------------------------
PER SHARE OPERATING DATA
- ---------------------------------------------------------------------------------------

Net asset value, beginning of period $ 9.98 $
9.45 $10.00
- ---------------------------------------------------------------------------------------
Income (loss) from investment operations:
Net investment income (loss) (.03)
(.02) .01
Net realized and unrealized gain (loss) (2.38)
..55 (.53)

- ----------------------------
Total from investment operations (2.41)
..53 (.52)
- ---------------------------------------------------------------------------------------
Dividends and/or distributions to shareholders:
Dividends from net investment income --
- -- (.03)
Distributions from net realized gain (.39)
- -- --
Distributions in excess of net realized gain --(2)
- -- --

============================

=======================================================================================
TOTAL RETURN, AT NET ASSET VALUE(3) (24.93)%
5.61% (5.18)%
- ---------------------------------------------------------------------------------------

=======================================================================================
RATIOS/SUPPLEMENTAL DATA
- ---------------------------------------------------------------------------------------
Net assets, end of period (in thousands) $1,584
$1,927 $643
- ---------------------------------------------------------------------------------------
Average net assets (in thousands) $1,907
$1,329 $235
- ---------------------------------------------------------------------------------------
Ratios to average net assets:(4)
Net investment loss (0.42)%
(0.52)% (0.36)%
Expenses 2.57%
2.57% 2.41%
Expenses, net of reduction to custodian expenses
and/or voluntary waiver of transfer agent fees 2.51%
2.57% 2.35%
- ---------------------------------------------------------------------------------------
Portfolio turnover rate 133%
207% 285%

SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.

21
OPPENHEIMER TRINITY VALUE FUND

FINANCIAL HIGHLIGHTS Continued

CLASS C YEAR ENDED JULY 31, 2002
2001 2000(1)
=======================================================================================
PER SHARE OPERATING DATA
- ---------------------------------------------------------------------------------------

Net asset value, beginning of period $10.11 $
9.57 $10.00
- ---------------------------------------------------------------------------------------
Income (loss) from investment operations:
Net investment loss (.04)
(.03) (.02)
Net realized and unrealized gain (loss) (2.40)
..57 (.41)

- ----------------------------
Total from investment operations (2.44)
..54 (.43)
- ---------------------------------------------------------------------------------------
Dividends and/or distributions to shareholders:
Dividends from net investment income --
- -- --(2)
Distributions from net realized gain (.39)
- -- --
Distributions in excess of net realized gain --(2)
- -- --

- ----------------------------
Total dividends and/or distributions
to shareholders (.39)
- -- --
- ---------------------------------------------------------------------------------------
Net asset value, end of period $7.28
$10.11 $9.57

============================

=======================================================================================
TOTAL RETURN, AT NET ASSET VALUE(3) (24.91)%
5.64% (4.27)%
- ---------------------------------------------------------------------------------------

=======================================================================================
RATIOS/SUPPLEMENTAL DATA
- ---------------------------------------------------------------------------------------
Net assets, end of period (in thousands) $1,453
$2,102 $851
- ---------------------------------------------------------------------------------------
Average net assets (in thousands) $1,698
$1,878 $260
Ratios to average net assets:(4)
Net investment loss (0.40)%
(0.44)% (0.36)%
Expenses 2.57%
2.56% 2.41%
Expenses, net of reduction to custodian expenses
and/or voluntary waiver of transfer agent fees 2.51%
2.56% 2.35%
- ---------------------------------------------------------------------------------------
Portfolio turnover rate 133%
207% 285%

SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.

22
OPPENHEIMER TRINITY VALUE FUND

CLASS N YEAR ENDED JULY 31, 2002 2001(1)
==========================================================================
PER SHARE OPERATING DATA
- --------------------------------------------------------------------------
Net asset value, beginning of period $10.13 $ 10.05
- --------------------------------------------------------------------------
Income (loss) from investment operations:
Net investment loss .02 (.02)
Net realized and unrealized gain (2.43) .10
------------------
Total from investment operations (2.41) .08
- --------------------------------------------------------------------------
Dividends and/or distributions to shareholders:
Dividends from net investment income -- --
Distributions from net realized gain (.39) --
Distributions in excess of net realized gain --(2) --
------------------
Total dividends and/or distributions
to shareholders (.39) --
- --------------------------------------------------------------------------
Net asset value, end of period $7.33 $10.13
==================

==========================================================================
TOTAL RETURN, AT NET ASSET VALUE(3) (24.55)% 0.80%
- --------------------------------------------------------------------------

==========================================================================
RATIOS/SUPPLEMENTAL DATA
- --------------------------------------------------------------------------
Net assets, end of period (in thousands) $29 $1
- --------------------------------------------------------------------------
Average net assets (in thousands) $12 $1
- --------------------------------------------------------------------------
Ratios to average net assets:(4)
Net investment loss (0.05)% (0.48)%
Expenses 2.10% 1.63%
Expenses, net of reduction to custodian expenses
and/or voluntary waiver of transfer agent fees 2.04% 1.63%
- --------------------------------------------------------------------------
Portfolio turnover rate 133% 207%

1. For the period from March 1, 2001 (inception of offering) to July 31, 2001.
2. Less than $0.005 per share.
3. Assumes an investment on the business day before the first day of the
fiscal
period (or inception of offering), with all dividends and distributions
reinvested in additional shares on the reinvestment date, and redemption at
the
net asset value calculated on the last business day of the fiscal period.
Sales
charges are not reflected in the total returns. Total returns are not
annualized
for periods of less than one full year.
4. Annualized for periods of less than one full year.

SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.

23
OPPENHEIMER TRINITY VALUE FUND

FINANCIAL HIGHLIGHTS Continued

CLASS Y YEAR ENDED JULY 31, 2002
2001 2000(1)
=======================================================================================
PER SHARE OPERATING DATA
- ---------------------------------------------------------------------------------------

Net asset value, beginning of period $10.18 $
9.53 $10.00
- ---------------------------------------------------------------------------------------
Income (loss) from investment operations:
Net investment income (loss) .05
(.01) .07
Net realized and unrealized gain (loss) (2.42)
..66 (.50)

- ----------------------------
Total from investment operations (2.37)
..65 (.43)
- ---------------------------------------------------------------------------------------
Dividends and/or distributions to shareholders:
Dividends from net investment income --
- -- (.04)
Distributions from net realized gain (.39)
- -- --
Distributions in excess of net realized gain --(2)
- -- --

- ----------------------------
Total dividends and/or distributions
to shareholders (.39)
- -- (.04)
- ---------------------------------------------------------------------------------------
Net asset value, end of period $7.42
$10.18 $ 9.53

============================

=======================================================================================
TOTAL RETURN, AT NET ASSET VALUE(3) (24.02)%
6.82% (4.33)%
- ---------------------------------------------------------------------------------------

=======================================================================================
RATIOS/SUPPLEMENTAL DATA
- ---------------------------------------------------------------------------------------
Net assets, end of period (in thousands) $466
$427 $1
- ---------------------------------------------------------------------------------------
Average net assets (in thousands) $484
$119 $1
Ratios to average net assets:(4)
Net investment income 0.78%
0.53% 0.62%
Expenses 1.78%
2.44%(5) 1.42%
Expenses, net of reduction to custodian expenses
and/or voluntary waiver of transfer agent fees 1.37%
1.43% 1.37%
- ---------------------------------------------------------------------------------------
Portfolio turnover rate 133%
207% 285%

INFORMATION AND SERVICES

For More Information on Oppenheimer Trinity Value FundSM
The following additional information about the Fund is available without
charge upon request:

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

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

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

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

The Fund's shares are distributed by: [logo] OppenheimerFunds
Distributor, Inc.
The Fund's SEC File No. is 811-09365
PR0381.001.0902
Printed on recycled paper.

Appendix to Prospectus of
Oppenheimer Trinity Value Fund

Graphic material included in the Prospectus of Oppenheimer Trinity
Value Fund under the heading "Annual Total Returns (Class A)(as of 12/31)":

A bar chart will be included in the Prospectus of Oppenheimer Trinity
Value Fund (the "Fund") depicting the annual total returns of a hypothetical
investment in Class A shares of the Fund since inception, without deducting
sales charges. Set forth below are the relevant data points that will appear
in the bar chart:

Calendar Annual
Year Total
Ended Returns

12/31/00 7.48%
12/31/01 -7.97%

Oppenheimer trinity value fund
Supplement dated March 31, 2003 to the
Statement of Additional Information dated September 24,
2002, Revised October 15, 2002

The Statement of Additional Information is changed as
follows:

1. The Supplement dated January 2, 2003 is hereby
withdrawn.

2. The section captioned "Board of Trustees and
Oversight Committees" on page 10 is amended as follows:

a.The second sentence of the second paragraph under
that caption is revised to read:

"The members of the Audit Committee are
Kenneth A. Randall (Chairman) and Edward
Reagan."

b. The first sentence of the third paragraph under that
caption is revised to read:

"The members of the Study Committee are Robert G.
Galli (Chairman), Elizabeth Moynihan and Joel
Motley."

4. Effective December 31, 2002, Mr. Leon Levy resigned
as a Trustee of the Fund and Mr. Clayton Yeutter was
elected as Chairman of the Board, effective January 1,
2003. . Effective March 31, 2003, Mr. Benjamin Lipstein
retired as a Trustee. Therefore, the Statement of
Additional Information is revised by deleting the
biographies for Messrs. Levy and Lipstein on page 12 and
by adding the following to Mr. Yeutter's biography:
"Chairman of the Board of Trustees."

5. In the Trustee compensation table on pages 16 and 17,
the title of "Chairman" after Mr. Levy's name is deleted
and the title of "Chairman" is added after Mr. Yeutter's
name. In addition, the following footnote is added
following the names of Messrs. Levy, Lipstein and
Yeutter:

7. Effective January 1, 2003,
Clayton Yeutter became Chairman
of the Board of Trustees of the
Board I Funds upon the retirement
of Leon Levy. Effective March 31,
2003, Mr. Lipstein retired as a
Trustee.

March 31, 2003
PX0381.007

Oppenheimer trinity value fund
Supplement dated January 2, 2003 to the
Statement of Additional Information dated September 24,
2002, Revised October 15, 2002

The Statement of Additional Information is changed as
follows:

1. Effective December 31, 2002, Mr. Leon Levy resigned
as a Trustee of the Fund and Mr. Clayton Yeutter was
elected as Chairman of the Board, effective January
1, 2003. Therefore, the Statement of Additional
Information is revised by deleting the biography for
Mr. Levy on page 12 and by adding the following to
Mr. Yeutter's biography on page 13:
"Chairman of the Board of Trustees."

2. In the Trustee compensation table on pages 16 and 17,
the title of "Chairman" after Mr. Levy's name is
deleted and the title of "Chairman" is added after
Mr. Yeutter's name. In addition, the following
footnote is added following Mr. Levy's name and
following Mr. Yeutter's name:

7. Effective January 1, 2003,
Clayton Yeutter became Chairman
of the Board of Trustees of the
Board I Funds upon the retirement
of Leon Levy.

January 2, 2003
PX0381.006

Oppenheimer Trinity Value FundSM
6803 S. Tucson Way, Centennial, CO 80112
1.800.225.5677

This Statement of Additional Information is not a
Prospectus. This document contains additional information
about the Fund and supplements information in the
Prospectus dated September 24, 2002. It should be read
together with the Prospectus, which may be obtained by
writing to the Fund's Transfer Agent, OppenheimerFunds
Services, at P.O. Box 5270, Denver, Colorado 80217, or by
calling the Transfer Agent at the toll-free number shown
above, or by downloading it from the OppenheimerFunds
Internet website at www.oppenheimerfunds.com.

Contents
Page
About the Fund
Additional Information About the Fund's Investment Policies
and Risks..............................................................
2
The Fund's Investment Policies.....................................
2
Other Investment Techniques and Strategies.........................
3
Investment Restrictions............................................
7
How the Fund is Managed ...............................................
8
Organization and History...........................................
8
Trustees and Officers..............................................
10
The Manager........................................................
18
The Sub-Advisor....................................................
20
Brokerage Policies of the Fund.........................................
21
Distribution and Service Plans.........................................
23
Performance of the Fund................................................
28

About Your Account
How To Buy Shares......................................................
32
How To Sell Shares.....................................................
43
How To Exchange Shares.................................................
47
Dividends, Capital Gains and Taxes.....................................
51
Additional Information About the Fund..................................
55

Financial Information About the Fund
Independent Auditors' Report...........................................
56
Financial Statements...................................................
57

Appendix A: Economic Sectors and Industry Groups.......................
A-1
Appendix B: Special Sales Charge Arrangements and Waivers..............
B-1

ABOUT The Fund

Additional Information About the Fund's Investment Policies
and Risks

The investment objective, the principal investment policies
and the main risks of the Fund are described in the
Prospectus. This Statement of Additional Information
contains supplemental information about those policies and
risks and the types of securities that the Fund can
purchase. Additional information is also provided about the
strategies that the Fund may use to try to achieve its
objective.

The Fund's Investment Policies. The composition of the
Fund's portfolio and the techniques and strategies that the
Fund's Sub-Advisor, Trinity Investment Management
Corporation, can use in selecting portfolio securities may
vary over time. The Fund is not required to use the
investment techniques and strategies described below at all
times in seeking its goal. It may use some of the special
investment techniques and strategies at some times or not
at all. Nonetheless, when selecting the Fund's portfolio
investments, the Fund's Sub-Advisor, who is retained by the
Manager, OppenheimerFunds, Inc., typically adheres to the
following disciplined, systematic approach, which is more
fully described in the Prospectus.

Each day the New York Stock Exchange is open for
trading, the Sub-Advisor ranks nearly all of the stocks
comprising the S&P 500/Barra Value Index according to their
relative valuations, which may vary substantially from
current market valuations. The S&P 500/Barra Value Index is
a subset of the Standard & Poor's Index of 500 Stocks,
consisting of approximately 300 to 400 common stocks. The
Sub-Advisor determines these rankings by dividing the S&P
500/Barra Value Index into 11 broad economic sectors
(Appendix A) and using specially selected valuation models.

After identifying the most undervalued and most
overvalued stocks in the S&P 500/Barra Value Index, the
Sub-Advisor generally selects the most attractively priced
stocks for the Fund's portfolio. In order to diversify the
Fund's portfolio investments and attempt to reduce overall
portfolio risk, the Sub-Advisor seeks to align the Fund's
portfolio investments with the sector weights of the index
(See Appendix A).

In selecting stocks for the Fund's portfolio, the
portfolio management team, whose members are employed by
the Sub-Advisor, primarily uses value-oriented investment
analyses. In using these approaches, the portfolio
management team looks for stocks that appear to be
temporarily undervalued by various measures. The portfolio
management team seeks stocks having prices that are
relatively low in relation to what the team considers to be
their real worth or future prospects, with the expectation
that the Fund will realize appreciation in the value of its
holdings.

Some of the measures used to identify undervalued
stocks include, among others:
o Dividend Discount, which calculates the present value
of the projected stream of future dividends. Stocks that
sell at discounts to present value are favored.
o Earnings Momentum, which is based on the percentage
change in trailing four-quarter earnings per share over the
last three months.
o Cashflow Plowback, which seeks high cashflow relative
to capital structure and low price/cashflow ratio. The
plowback feature is based on net cashflow (cashflow minus
dividends) retained by a company each year and available
for reinvestment or plowback into the business, providing a
basis for future growth.

o Price/earnings Ratio, which is the stock's price
divided by its earnings per share. A stock having a
price/earnings ratio lower than its historical range, or
lower than the market as a whole or that of similar
companies may offer attractive investment opportunities.
o Price/book value Ratio, which is the stock price
divided by the book value of the company per share. It
measures the company's stock price in relation to its asset
value.
o Dividend Yield, which is measured by dividing the
annual dividend by the stock price per share.

There is no assurance the Fund's stock selection
strategy will result in the Fund achieving its objective of
long-term capital growth. Nor can there be any assurance
that the Fund's diversification strategy will actually
reduce the volatility of an investment in the Fund.

|X| Portfolio Turnover. "Portfolio turnover" describes
the rate at which the Fund trades its portfolio securities
during prior fiscal years. For example, if the Fund sold
all of its securities during the year, its portfolio
turnover rate would be 100% or more. The Fund's portfolio
turnover rate will fluctuate from year to year. The Fund is
expected to have a portfolio turnover rate of between 90 -
130% annually.. Increased portfolio turnover creates higher
brokerage and transaction costs for the Fund, which may
reduce its overall performance. Additionally, the
realization of capital gains from selling portfolio
securities may result in distributions of taxable capital
gains to shareholders, since the Fund will normally
distribute all of its capital gains realized each year, to
avoid excise taxes under the Internal Revenue Code.

|X| Temporary Defensive Investments. For temporary
defensive purposes, the Fund can invest in repurchase
agreements and a variety of "money market securities."
Money market securities are high-quality, short-term debt
instruments that may be issued by the U.S. government,
corporations, banks or other entities. They may have fixed,
variable or floating interest rates. The following is a
brief description of the repurchase agreements and the
types of money market securities in which the Fund may
invest.

o Repurchase Agreements. The Fund can acquire
securities subject to repurchase agreements. It might do so
for liquidity purposes to meet anticipated redemptions of
Fund shares, or pending the investment of the proceeds from
sales of Fund shares, or pending the settlement of
portfolio securities transactions, or for defensive
purposes.

The majority of these transactions run from day to
day, and delivery pursuant to the resale typically occurs
within one to five days of the purchase. Repurchase
agreements having a maturity beyond seven days are subject
to the Fund's fundamental policy limits on holding
illiquid investments. The Fund cannot enter into a
repurchase agreement that causes more than 10% of its total
assets to be subject to repurchase agreements having a
maturity beyond seven days. There is no limit on the amount
of the Fund's assets that may be subject to repurchase
agreements having maturities of seven days or less.

Repurchase agreements, considered "loans" under the
Investment Company Act of 1940 (the "Investment Company
Act"), are collateralized by the underlying security. The
Fund's repurchase agreements require that at all times
while the repurchase agreement is in effect, the value of
the collateral must equal or exceed the repurchase price to
fully collateralize the repayment obligation. However, if
the vendor fails to pay the resale price on the delivery
date, the Fund may incur costs in disposing of the
collateral and may experience losses if there is any delay
in its ability to do so. The Sub-Advisor will monitor the
vendor's creditworthiness to confirm that the vendor is
financially sound and will monitor the collateral's value.

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

o U.S. Government Securities. These include obligations
issued or guaranteed by the U.S. Treasury or other U.S.
government agencies or corporate entities referred to as
"instrumentalities" of the U.S. government. The obligations
of U.S. government agencies or instrumentalities in which
the Fund may invest may or may not be guaranteed or
supported by the "full faith and credit" of the United
States. "Full faith and credit" means generally that the
taxing power of the U.S. government is pledged to the
payment of interest and repayment of principal on a
security. If a security is not backed by the full faith and
credit of the United States, the owner of the security must
look principally to the agency issuing the obligation for
repayment. The owner might not be able to assert a claim
against the United States if the issuing agency or
instrumentality does not meet its commitment. The Fund will
invest in securities of U.S. government agencies and
instrumentalities only if the Sub-Advisor is satisfied that
the credit risk with respect to such agency or
instrumentality is minimal.

o Bank Obligations. The Fund may buy time deposits,
certificates of deposit and bankers' acceptances. They must
be :
o obligations issued or guaranteed by a domestic or
foreign bank (including a foreign branch of
a domestic bank) having total assets of at
least $1 billion,
o banker's acceptances (which may or may not be
supported by letters of credit) only if
guaranteed by a U.S. commercial bank with
total assets of at least U.S. $1 billion.

The Fund can make time deposits. These are
non-negotiable deposits in a bank for a specified period of
time. They may be subject to early withdrawal penalties.
Time deposits that are subject to early withdrawal
penalties are subject to the Fund's limits on illiquid
investments, unless the time deposit matures in seven days
or less. "Banks" include commercial banks, savings banks
and savings and loan associations.
o

Commercial Paper. The Fund may invest in
commercial paper, if it is rated within the top two rating
categories of Standard & Poor's Rating Services ("Standard
& Poor's") and Moody's Investors Service, Inc., ("Moody's).
If the paper is not rated, it may be purchased if issued by
a company having a credit rating of at least "AA" by
Standard & Poor's or "Aa" by Moody's.

The Fund may buy commercial paper, including U.S.
dollar-denominated securities of foreign branches of U.S.
banks, issued by other entities if the commercial paper is
guaranteed as to principal and interest by a bank,
government or corporation whose certificates of deposit or
commercial paper may otherwise be purchased by the Fund.

The Fund has no limitations on the type of issuer
from whom these notes will be purchased. However, in
connection with such purchases and on an ongoing basis, the
Sub-Advisor will consider the earning power, cash flow and
other liquidity ratios of the issuer, and its ability to
pay principal and interest on demand, including a situation
in which all holders of such notes made demand
simultaneously. Investments in master demand notes are
subject to the limitation on investments by the Fund in
illiquid securities. Currently, the Fund does not intend
that its investments in variable amount master demand notes
will exceed 5% of its total assets.

|X| Loans of Portfolio Securities. To raise cash for
liquidity purposes, the Fund can lend its portfolio
securities to brokers, dealers and other types of financial
institutions approved by the Fund's Board of Trustees.
These loans are limited to not more than 10% of the value
of the Fund's total assets. The Fund currently does not
intend to engage in loans of securities, but if it does so,
such loans will not likely exceed 5% of the Fund's total
assets.

There are some risks in connection with securities
lending. The Fund might experience a delay in receiving
additional collateral to secure a loan, or a delay in
recovery of the loaned securities if the borrower defaults.
The Fund must receive collateral for a loan. Under current
applicable regulatory requirements (which are subject to
change), on each business day the loan collateral must be
at least equal to the value of the loaned securities. It
must consist of cash, bank letters of credit, securities of
the U.S. government or its agencies or instrumentalities,
or other cash equivalents in which the Fund is permitted to
invest. To be acceptable as collateral, letters of credit
must obligate a bank to pay amounts demanded by the Fund if
the demand meets the terms of the letter. The terms of the
letter of credit and the issuing bank both must be
satisfactory to the Fund.
When it lends securities, the Fund receives amounts
equal to the dividends or interest on loaned securities. It
also receives one or more of (a) negotiated loan fees, (b)
interest on securities used as collateral, and (c) interest
on any short-term debt securities purchased with such loan
collateral. Either type of interest may be shared with the
borrower. The Fund may also pay reasonable finder's,
custodian and administrative fees in connection with these
loans. The terms of the Fund's loans must meet applicable
tests under the Internal Revenue Code and must permit the
Fund to reacquire loaned securities on five days' notice or
in time to vote on any important matter.

|X| Illiquid and Restricted Securities. Under the
policies and procedures established by the Fund's Board of
Trustees, the Manager determines the liquidity of certain
of the Fund's investments. Investments may be illiquid
because of the absence of an active trading market, making
it difficult to value them or dispose of them promptly at
an acceptable price. A restricted security is one that has
a contractual restriction on its resale or which cannot be
sold publicly until it is registered under the Securities
Act of 1933.

As a fundamental policy, the Fund will not invest
more than 10% of its total assets in illiquid or restricted
securities, including repurchase agreements having a
maturity beyond seven days, portfolio securities for which
market quotations are not readily available and time
deposits that mature in more than two days. Certain
restricted securities that are eligible for resale to
qualified institutional purchasers, as described below, may
not be subject to that limit. The Manager monitors holdings
of illiquid securities on an ongoing basis to determine
whether to sell any holdings to maintain adequate liquidity.

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

Investment in Other Investment Companies. The Fund can also
invest in the securities of other investment companies,
which can include open-end funds, closed-end funds and unit
investment trusts, subject to the limits set forth in the
Investment Company Act that apply to those types of
investments. For example, the Fund can invest in
Exchange-Traded Funds, which are typically open-end funds
or unit investment trusts, listed on a stock exchange. The
Fund might do so as a way of gaining exposure to the
segments of the equity or fixed-income markets represented
by the Exchange-Traded Funds' portfolio, at times when the
Fund may not be able to buy those portfolio securities
directly.

|X| What Are "Fundamental Policies?" Fundamental policies
are those policies that the Fund has adopted to govern its
investments that can be changed only by the vote of a
"majority" of the Fund's outstanding voting securities.
Under the Investment Company Act, a "majority" vote is
defined as the vote of the holders of the lesser of:
o 67% or more of the shares present or represented by
proxy at a shareholder meeting, if the holders of
more than 50% of the outstanding shares are present
or represented by proxy, or
o more than 50% of the outstanding shares.

Policies described in the Prospectus or this
Statement of Additional Information are "fundamental" only
if they are identified as such. The Fund's Board of
Trustees can change non-fundamental policies without
shareholder approval. However, significant changes to
investment policies will be described in supplements or
updates to the Prospectus or this Statement of Additional
Information, as appropriate. The Fund's principal
investment policies are described in the Prospectus.

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

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

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

o The Fund cannot lend money. However, it can invest in
debt securities that the Fund's investment policies and
restrictions permit it to purchase. The Fund may also lend
its portfolio securities and enter into repurchase
agreements.

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

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

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

o The Fund cannot invest in physical commodities or
commodity contracts. This does not prohibit the Fund from
purchasing or selling options and futures or from buying or
selling hedging instruments as permitted by any of its
other investment policies.

o The Fund cannot borrow money except from banks in
amounts not in excess of 5% of its assets as a temporary
measure to meet redemptions.

o The Fund cannot pledge, mortgage or hypothecate any
of its assets. However, this does not prohibit the escrow
arrangements contemplated by the put and call activities of
the Fund or other collateral or margin arrangements in
connection with any of the hedging instruments permitted by
any of its other policies.

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

Unless the Prospectus or this Statement of Additional
Information states that a percentage restriction applies on
an on-going basis, it applies only at the time the Fund
makes an investment with the exception of the borrowing
policy. The Fund need not sell securities to meet the
percentage limits if the value of the investment increases
in proportion to the size of the Fund.

|X| Does the Fund Have Additional Restrictions That Are
Not "Fundamental" Policies?

The Fund has additional operating policies that are
not "fundamental," and which can be changed by the Board of
Trustees without shareholder approval.

o The Fund can invest all of its assets in the
securities of a single open-end management investment
company for which the Manager, one of its subsidiaries or a
successor is the investment advisor or sub-advisor. That
fund must have substantially the same fundamental
investment objective, policies and limitations as the Fund.

For purposes of the Fund's policy not to concentrate
its investments as described above, the Fund has adopted
the industry classifications set forth in Appendix A to
this Statement of Additional Information. That is not a
fundamental policy.

How the Fund Is Managed

Organization and History. The Fund is an open-end,
diversified management investment company with an unlimited
number of authorized shares of beneficial interest. The
Fund was organized as a Massachusetts business trust in May
1999.

The Fund is governed by a Board of Trustees, which is
responsible for protecting the interests of shareholders
under Massachusetts law. The Trustees meet periodically
throughout the year to oversee the Fund's activities,
review its performance, and review the actions of the
Manager and Sub-Advisor. Although the Fund 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 Trustee or to take other action described in
the Fund's Declaration of Trust.
|X| Classes of Shares. The Trustees are authorized,
without shareholder approval, to create new series and
classes of shares. The Trustees may reclassify unissued
shares of the Fund into additional series or classes of
shares. The Trustees also may divide or combine the shares
of a class into a greater or lesser number of shares
without changing the proportionate beneficial interest of a
shareholder in the Fund. Shares do not have cumulative
voting rights or preemptive or subscription rights. Shares
may be voted in person or by proxy at shareholder meetings.
The Fund currently has five classes of shares: Class A,
Class B, Class C, Class N and Class Y. All classes invest
in the same investment portfolio. Only retirement plans
may purchase Class N shares. Only certain institutional
investors may elect to purchase Class Y shares. Each class
of shares:
o has its own dividends and distributions,
o pays certain expenses which may be different for the
different classes,
o may have a different net asset value,
o may have separate voting rights on matters in which
interests of one class are different from
interests of another class, and
o votes as a class on matters that affect that class
alone.

|X| Meetings of Shareholders. As a Massachusetts
business trust, the Fund is not required to hold, and does
not plan to hold, regular annual meetings of shareholders.
The Fund will hold meetings when required to do so by the
Investment Company Act or other applicable law. It will
also do so when a shareholder meeting is called by the
Trustees or upon proper request of the shareholders.

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

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

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

Board of Trustees and Oversight Committees. The Fund is
governed by a Board of Trustees, which is responsible for
protecting the interests of shareholders under
Massachusetts law. The Trustees meet periodically
throughout the year to oversee the Fund's activities,
review its performance, and review the actions of the
Manager. Although the Fund 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
Trustee or to take other action described in the Fund's
Declaration of Trust.

The Board of Trustees has an Audit Committee, a Study
Committee and a Proxy Committee. The members of the Audit
Committee are Kenneth Randall (Chairman), Benjamin Lipstein
and Edward Regan. The Audit Committee held five meetings
during the Fund's fiscal year ended July 31, 2002. The
Audit Committee provides the Board with recommendations
regarding the selection of the Fund's independent auditor.
The Audit Committee also reviews the scope and results of
audits and the audit fees charged, reviews reports from the
Fund's independent auditor concerning the Fund's internal
accounting procedures, and controls and reviews reports of
the Manager's internal auditor, among other duties as set
forth in the Committee's charter.

The members of the Study Committee are Benjamin
Lipstein (Chairman), Robert Galli and Elizabeth Moynihan.
The Study Committee held seven meetings during the Fund's
fiscal year ended July 31, 2002. The Study Committee
evaluates and reports to the Board on the Fund's
contractual arrangements, including the Investment Advisory
and Distribution Agreements, transfer and shareholder
service agreements and custodian agreements as well as the
policies and procedures adopted by the Fund to comply with
the Investment Company Act and other applicable law, among
other duties as set forth in the Committee's charter.

The members of the Proxy Committee are Edward Regan
(Chairman), Russell Reynolds and Clayton Yeutter. The
Proxy Committee held no meetings during the Fund's fiscal
year ended July 31, 2002. The Proxy Committee provides the
Board with recommendations for proxy voting and monitors
proxy voting by the Fund.

Trustees and Officers of the Fund. Except for Mr. Murphy,
each of the Trustees is an independent trustee of the Fund
("Independent Trustee"). Mr. Murphy is an "Interested
Trustee," because he is affiliated with the Manager by virtue
of his positions as an officer and director of the Manager,
and as a shareholder of its parent company.

The Fund's Trustees and officers and their positions
held with the Fund and length of service in such
position(s) and their principal occupations and business
affiliations during the past five years are listed in the
chart below. The information for the Trustees also includes
the dollar range of shares of the Fund as well as the
aggregate dollar range of shares beneficially
owned in any of the Oppenheimer funds overseen by the
Trustees. All of the Trustees are also trustees or
directors of the following publicly offered Oppenheimer
funds (referred to as "Board I Funds"):

Oppenheimer California Municipal Fund Oppenheimer International Growth Fund
Oppenheimer International Small Company
Oppenheimer Capital Appreciation Fund Fund
Oppenheimer Capital Preservation Fund Oppenheimer Money Market Fund, Inc.
Oppenheimer Developing Markets Fund Oppenheimer Multiple Strategies Fund
Oppenheimer Discovery Fund Oppenheimer Multi-Sector Income Trust
Oppenheimer Emerging Growth Fund Oppenheimer Multi-State Municipal Trust
Oppenheimer Emerging Technologies Fund Oppenheimer Municipal Bond Fund
Oppenheimer Enterprise Fund Oppenheimer New York Municipal Fund
Oppenheimer Europe Fund Oppenheimer Series Fund, Inc.
Oppenheimer Global Fund Oppenheimer Trinity Core Fund
Oppenheimer Global Growth & Income Fund Oppenheimer Trinity Large Cap Growth Fund
Oppenheimer Gold & Special Minerals
Fund Oppenheimer Trinity Value Fund
Oppenheimer Growth Fund Oppenheimer U.S. Government Trust

Messrs. Murphy, Masterson, Molleur, Vottiero, Wixted
and Zack, and Mses. Bechtolt, Feld and Ives respectively
hold the same offices with one or more of the other Board I
Funds as with the Fund. As of August 29, 2002 the Trustees
and officers of the Fund, as a group, owned of record or
beneficially less than 1% of each class of shares of the
Fund. The foregoing statement does not reflect ownership
of shares of the Fund 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
Fund listed above. In addition, each Independent Trustee,
and his or her family members, do not own securities of
either the Manager, Distributor or Sub-Advisor of the Board
I Funds or any person directly or indirectly controlling,
controlled by or under common control with the Manager,
Distributor or Sub-Advisor.

|X| Affiliated Transactions and Material Business
Relationships. 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 $110,000 from January 1, 2000 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
$150,000 for services to be provided during the calendar
year 2002.

The Independent Trustees 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 Trustee. Nonetheless, to assure certainty as
to determinations of the Board and the Independent Trustees
as to matters upon which the Investment Company Act or the
rules thereunder require approval by a majority of
Independent Trustees, Mr. Reynolds will not be counted for
purposes of
determining whether a quorum of Independent Trustees was
present or whether a majority of Independent Trustees
approved the matter.

The address of each Trustee in the chart below is 6803
S. Tucson Way, Centennial, CO 80112-3924. Each Trustee
serves for an indefinite term, until his or her
resignation, retirement, death or removal.

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Independent Trustees
- -------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------
Name, Address, Principal Occupation(s) During Past 5 Dollar Aggregate
Dollar
Range of
Shares
Beneficially
Owned in
any of
Range of the
Age, Position(s) Shares Oppenheimer
Held with Fund Years / Other Trusteeships/Directorships BeneficiallFunds
and Length of Held by Trustee / Number of Portfolios in Owned in Overseen
Service Fund Complex Currently Overseen by Trustee the Fund by Trustee
- -------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------
As of December 31,
2001
- -------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------
Leon Levy, General Partner (since 1982) of Odyssey None None
Chairman of the Partners, L.P. (investment partnership)
Board of Trustees and Chairman of the Board (since 1981) of
Trustee since 1999 Avatar Holdings, Inc. (real estate
Age: 76 development). Oversees 31 portfolios in
the OppenheimerFunds complex.
- -------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------
Robert G. Galli, A trustee or director of other Oppenheimer None Over
Trustee since 1999 funds. Formerly Vice Chairman (October
Age: 69 1995-December 1997) of the Manager.
Oversees 41 portfolios in the
OppenheimerFunds complex. $100,000
- -------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------
Phillip A. The Director (since 1991) of the Institute None Over
Griffiths, for Advanced Study, Princeton, N.J.,
Trustee since 1999 director (since 2001) of GSI Lumonics and
Age: 63 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 $100,000
University. Oversees 31 portfolios in the
OppenheimerFunds complex.
- -------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------
Benjamin Professor Emeritus of Marketing, Stern None Over
Lipstein, Trustee Graduate School of Business
since 1999 Administration, New York University.
Age: 79 Oversees 31 portfolios in the
OppenheimerFunds complex. $100,000
- -------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------
Joel W. Motley, Director (January 2002-present), Columbia $None1 None1
Trustee since 2002 Equity Financial Corp. (privately-held
Age: 50 financial adviser); Managing Director
(January 2002-present), Carmona Motley,
Inc. (privately-held financial adviser);
Formerly he held the following positions:
Managing Director (January 1998-December
2001), Carmona Motley Hoffman, Inc.
(privately-held financial adviser);
Managing Director (January 1992-December
1997), Carmona Motley & Co.
(privately-held financial adviser).
Oversees 31 portfolios in the
OppenheimerFunds complex.
- -------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------
Elizabeth B. Author and architectural historian; a ,000
Moynihan, trustee of the Freer Gallery of Art and
Trustee since 1999 Arthur M. Sackler Gallery (Smithsonian
Age: 72 Institute), Trustees Council of the
National Building Museum; a member of the None $50,001-$100
Trustees Council, Preservation League of
New York State. Oversees 31 portfolios in
the OppenheimerFunds complex.
- -------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------
Kenneth A. A director of Dominion Resources, Inc. None Over
Randall, Trustee (electric utility holding company) and
since 1999 Prime Retail, Inc. (real estate investment
Age: 75 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 $100,000
Manufacturers Mutual Insurance Company.
Oversees 31 portfolios in the
OppenheimerFunds complex.
- -------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------
Edward V. Regan, President, Baruch College, CUNY; a None $50,001-$100,000
Trustee since 1999 director of RBAsset (real estate manager);
Age: 72 a director of OffitBank; formerly Trustee,
Financial Accounting Foundation (FASB and
GASB), Senior Fellow of Jerome Levy
Economics Institute, Bard College,
Chairman of Municipal Assistance
Corporation for the City of New York, New
York State Comptroller and Trustee of New
York State and Local Retirement Fund.
Oversees 31 investment companies in the
OppenheimerFunds complex.
- -------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------
Russell S. Chairman (since 1993) of The Directorship None $10,001-$50,000
Reynolds, Jr., Search Group, Inc. (corporate governance
Trustee since 1999 consulting and executive recruiting); a
Age: 70 life trustee of International House
(non-profit educational organization), and
a trustee (since 1996) of the Greenwich
Historical Society. Oversees 31 portfolios
in the OppenheimerFunds complex.
- -------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------
Donald W. Spiro, Chairman Emeritus (since January 1991) of None Over
Vice Chairman of
the Board of the Manager. Formerly a director (January
Trustees, 1969-August 1999) of the Manager. Oversees
Trustee since 1999 31 portfolios in the OppenheimerFunds $100,000
Age: 76 complex.
- -------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------
Clayton K. Of Counsel (since 1993), Hogan & Hartson None $50,001-$100,000
Yeutter, Trustee (a law firm). Other directorships:
since 1999 Caterpillar, Inc. (since 1993) and
Age: 71 Weyerhaeuser Co. (since 1999). Oversees 31
portfolios in the OppenheimerFunds complex.
- -------------------------------------------------------------------------------------

The address of Mr. Murphy in the chart below is 498
Seventh Avenue, New York, NY 10018. Mr. Murphy serves for
an indefinite term, until his resignation, death or removal.

- -------------------------------------------------------------------------------------
Interested Trustee and Officer
- -------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------
Name, Address, Principal Occupation(s) During Past 5 Dollar Aggregate
Dollar
Range of
y Shares
Range of Beneficially
Age, Position(s) Shares Owned in
Held with Fund Years / Other Trusteeships/Directorships Beneficiallany of the
and Length of Held by Trustee / Number of Portfolios in Owned in Oppenheimer
Service Fund Complex Currently Overseen by Trustee the Fund Funds
- -------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------
As of December 31,
2001
- -------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------
John V. Murphy, Chairman, Chief Executive Officer and
President and director (since June 2001) and President None Over
Trustee, (since September 2000) of the Manager; $100,000
Trustee since President and a director or trustee of
October 2001 other Oppenheimer funds; President and a
Age: 53 director (since July 2001) of Oppenheimer
Acquisition Corp. (the Manager's parent
holding company) and of Oppenheimer
Partnership Holdings, Inc. (a holding
company subsidiary of the Manager); a
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 investment
advisory subsidiaries of the Manager: OFI
Institutional Asset Management, 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.; 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 (September 2000-June
2001) of the Manager; President and
trustee (November 1999-November 2001) of
MML Series Investment Fund and MassMutual
Institutional Funds (open-end investment
companies); a director (September
1999-August 2000) of C.M. Life Insurance
Company; President, Chief Executive
Officer and director (September
1999-August 2000) of MML Bay State Life
Insurance Company; a director (June
1989-June 1998) of Emerald Isle Bancorp
and Hibernia Savings Bank (a wholly-owned
subsidiary of Emerald Isle Bancorp).
Oversees 69 portfolios in the
OppenheimerFunds complex.
- -------------------------------------------------------------------------------------

The address of the Officers in the chart below is as
follows: Messrs. Molleur and Zack and Ms. Feld is 498
Seventh Avenue, New York, NY 10018, Messrs. Masterson,
Vottiero and Wixted and Mses. Bechtolt and Ives is 6803 S.
Tucson Way, Centennial, CO 80112-3924. Each Officer serves
for an annual term or until his or her resignation, death
or removal.

- -------------------------------------------------------------------------------------
Officers of the Fund
- -------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------
Name, Address, Age, Principal Occupation(s) During Past 5 Years
Position(s) Held with
Fund and Length of
Service
- -------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------
Brian W. Wixted, Senior Vice President and Treasurer (since March 1999) of
Treasurer, Principal the Manager; Treasurer (since March 1999) of HarbourView
Financial and Accounting Asset Management Corporation, Shareholder Services, Inc.,
Officer (since April Oppenheimer Real Asset Management Corporation,
1999) Shareholder Financial Services, Inc., Oppenheimer
Age: 42 Partnership Holdings, Inc., OFI Private Investments, Inc.
(since March 2000), OppenheimerFunds International Ltd.
and Oppenheimer Millennium Funds plc (since May 2000) and
OFI Institutional Asset Management, Inc. (since November
2000) (offshore fund management subsidiaries 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);
formerly Principal and Chief Operating Officer (March
1995-March 1999), Bankers Trust Company-Mutual Fund
Services Division. An officer of 85 portfolios in the
OppenheimerFunds complex.
- -------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------
Connie Bechtolt, Assistant Vice President of the Manager (since September
Assistant Treasurer 1998); formerly Manager/Fund Accounting (September
(since October 10, 2002) 1994-September 1998) of the Manager. An officer of 72
Age: 39 portfolios in the OppenheimerFunds complex.
- -------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------
Vice President/Fund Accounting of the Manager (since
Philip Vottiero, March 2002); formerly Vice President/Corporate Accounting
Assistant Treasurer of the Manager (July 1999-March 2002) prior to which he
(since August 15, 2002) was Chief Financial Officer at Sovlink Corporation (April
Age: 39 1996-June 1999). An officer of 72 portfolios in the
OppenheimerFunds complex.
- -------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------
Robert G. Zack, Senior Vice President (since May 1985) and General
Secretary (since Counsel (since February 2002) of the Manager; General
November 1, 2001) Counsel and a director (since November 2001) of
Age: 54 OppenheimerFunds Distributor, Inc.; Senior Vice President
and General Counsel (since November 2001) of HarbourView
Asset Management Corporation; Vice President and a
director (since November 2000) of Oppenheimer Partnership
Holdings, Inc.; Senior Vice President, General Counsel
and a director (since November 2001) of Shareholder
Services, Inc., Shareholder Financial Services, Inc., OFI
Private Investments, Inc., Oppenheimer Trust Company and
OFI Institutional Asset Management, Inc.; General Counsel
(since November 2001) of Centennial Asset Management
Corporation; a director (since November 2001) of
Oppenheimer Real Asset Management, Inc.; Assistant
Secretary and a director (since November 2001) of
OppenheimerFunds International Ltd.; Vice President
(since November 2001) of OppenheimerFunds Legacy Program;
Secretary (since November 2001) of Oppenheimer
Acquisition Corp.; formerly Acting General Counsel
(November 2001-February 2002) and Associate General
Counsel (May 1981-October 2001) of the Manager; Assistant
Secretary of Shareholder Services, Inc. (May
1985-November 2001), Shareholder Financial Services, Inc.
(November 1989-November 2001); OppenheimerFunds
International Ltd. and Oppenheimer Millennium Funds plc
(October 1997-November 2001). An officer of 85 portfolios
in the OppenheimerFunds complex.
- -------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------
Philip T. Masterson, Vice President and Assistant Counsel of the Manager
Assistant Secretary (since July 1998); formerly, an associate with Davis,
(since August 15, 2002) Graham, & Stubbs LLP (January 1997-June 1998). An officer
Age: 38 of 72 portfolios in the OppenheimerFunds complex.
- -------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------
Denis R. Molleur, Vice President and Senior Counsel of the Manager (since
Assistant Secretary July 1999); formerly a Vice President and Associate
(since November 1, 2001) Counsel of the Manager (September 1995-July 1999). An
Age: 44 officer of 82 portfolios in the OppenheimerFunds complex.
- -------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------
Katherine P. Feld, Vice President and Senior Counsel (since July 1999) of
Assistant Secretary the Manager; Vice President (since June 1990) of
(since November 1, 2001) OppenheimerFunds Distributor, Inc.; Director, Vice
Age: 44 President and Secretary (since June 1999) of Centennial
Asset Management Corporation; Vice President (since 1997)
of Oppenheimer Real Asset Management, Inc.; formerly Vice
President and Associate Counsel of the Manager (June
1990-July 1999). An officer of 85 portfolios in the
OppenheimerFunds complex.
- -------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------
Kathleen T. Ives, Vice President and Assistant Counsel (since June 1998) of
Assistant Secretary the Manager; Vice President (since 1999) of
(since November 1, 2001) OppenheimerFunds Distributor, Inc.; Vice President and
Age: 36 Assistant Secretary (since 1999) of Shareholder Services,
Inc.; Assistant Secretary (since December 2001) of
OppenheimerFunds Legacy Program and Shareholder Financial
Services, Inc.; formerly Assistant Vice President and
Assistant Counsel of the Manager (August 1997-June 1998);
Assistant Counsel of the Manager (August 1994-August
1997). An officer of 85 portfolios in the
OppenheimerFunds complex.
- -------------------------------------------------------------------------------------

|X| Remuneration of Trustees. The officers of the Fund
and one of the Trustees of the Fund (Mr. Murphy) who are
affiliated with the Manager receive no salary or fee from
the Fund. The remaining Trustees of the Fund received the
compensation shown below from the Fund with respect to the
Fund's fiscal year ended July 31, 2002. The compensation
from all of the Board I Funds (including the Fund)
represents compensation received as a director, trustee or
member of a committee of the Board during the calendar year
2001.

- ----------------------------------------------------------------------------------
Trustee Name and For Fiscal Year Ended For Calendar Year Ended12/31/01
Other Fund
Position(s)
(as applicable) 07/31/02
- ----------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------
Aggregate Retirement Estimated Total
Compensation
Annual From All
Retirement Oppenheimer
Benefits Paid Funds For Which
Benefits at Retirement Individual
Accrued as from all Serves As
Compensation Part of Fund Board I Funds Trustee/Director
from Fund1 Expenses (33 Funds) 2 (33 Funds)
- ----------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------
Leon Levy $30 $11 $137,560 $173,700
Chairman
- ----------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------
Robert G. Galli $18 $32 $32,7662 $202,8863
Study Committee
Member
- ----------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------
Phillip Griffiths $104 $8 $6,803 $54,889
- ----------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------
Benjamin Lipstein $26 $0 $118,911 $150,152
Study Committee
Chairman, Audit
Committee Member
- ----------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------
Joel W. Motley5 $0 $0 $0 $0
- ----------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------
Elizabeth B.
Moynihan
Study Committee $18 $41 $52,348 $105,760
Member
- ----------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------
Kenneth A. Randall $17 $25 $76,827 $97,012
Audit Committee
Chairman
- ----------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------
Edward V. Regan $17 $44 $42,748 $95,960
Proxy Committee
Chairman, Audit
Committee Member
- ----------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------
Russell S. $13 $27 $46,197 $71,792
Reynolds, Jr.
Proxy Committee
Member
- ----------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------
Donald Spiro $13 $10 $3,625 $64,080
- ----------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------
Clayton K. Yeutter $136 $21 $31,982 $71,792
Proxy Committee
Member
- ----------------------------------------------------------------------------------
1. Aggregate compensation from the Fund includes fees
and deferred compensation, if any.
2. Estimated annual retirement benefits paid at
retirement is based on a straight life payment plan
election. The amount for Mr. Galli includes $14,818 for
serving as a trustee or director of 10 Oppenheimer funds
that are not Board I Funds.
3. Includes $97,126 for Mr. Galli for serving as trustee
or director of 10 Oppenheimer funds that are not Board I
Funds.
4. Aggregate compensation from the Fund includes $5
deferred under Deferred Compensation Plan described below.
5. Appointed to the Board on October 10, 2002 and
therefore did not receive any compensation.
6. Aggregate compensation from the Fund includes $3
deferred under Deferred Compensation Plan described below.

|X| Retirement Plan for Trustees. The Fund has adopted a
retirement plan that provides for payments to retired
Independent Trustees. Payments are up to 80% of the average
compensation paid during a Trustee's five years of service
in which the highest compensation was received. A Trustee
must serve as trustee for any of the Board I Funds for at
least 15 years to be eligible for the maximum payment. Each
Trustee's retirement benefits will depend on the amount of
the Trustee's future compensation and length of service.
Therefore the amount of those benefits cannot be determined
at this time, nor can we estimate the number of years of
credited service that will be used to determine those
benefits.

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

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

|X| Major Shareholders. As of August 29, 2002, the only
persons who owned of record or who were known by the Fund
to own of record 5% or more of the Fund's outstanding Class
A, Class B, Class C, Class N and Class Y shares were:
Blake Gall, 131 Blackberry Ln., Boalsburg, PA
16827-1062, who owned 24,740.527 Class A shares
(5.65% of the Class A shares then outstanding).

MLPF&S For the Sole Benefit of its Customers Attn:
Fund Admn/#, 4800 Deer Lake Dr E Fl 3., Jacksonville,
FL 32246-6484, which owned 18,835.963 Class B shares
and 14,415.801 Class C shares (8.15% of the Class B
shares and 7.15% of the Class C shares then
outstanding).

RPSS TR Superior Tool & Die Co Inc., 401K Plan, Attn:
John Pickens., PO Box 2640, Florence AL 35630-0024,
which owned 16,237.744 Class C shares (8.05% of the
Class C shares then outstanding).

New York Yacht Club Pension Plan, Attn: Susan
Cisneros, 498 Seventh Avenue, 14th Floor, NY, NY
10018, which owned 39,718.363 Class Y shares (58.37%
of the Class Y shares then outstanding).

Persumma Financial Services, 275 Grove St.,
Auburndale, MA 02466-2272, which owned 28,223.500
Class Y shares (41.47% of the Class Y shares then
outstanding).

The Manager. The Manager is wholly-owned by Oppenheimer
Acquisition Corp., a holding company controlled by
Massachusetts Mutual Life Insurance Company.

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

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

|X| The Investment Advisory Agreement. The Manager
provides investment advisory and management services to the
Fund under an investment advisory agreement between the
Manager and the Fund. The Manager handles the Fund's
day-to-day business, and the agreement permits the Manager
to enter into sub-advisory agreements with other registered
investment advisors to obtain specialized services for the
Fund, as long as the Fund is not obligated to pay any
additional fees for those services. The Manager has
retained the Sub-Advisor pursuant to a separate
Sub-Advisory Agreement, described below, under which the
Sub-Advisor buys and sells portfolio securities for the
Fund. The members of the portfolio management team of the
Fund are employed by the Sub-Advisor and are the persons
principally responsible for the day-to-day management of
the Fund's portfolio, as described below.
Under the investment advisory agreement, the Fund
pays the Manager an annual fee in monthly installments,
based on the average daily net assets of the Fund. That fee
is described in the prospectus.

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

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

------------------------------------------------------
Fiscal Year ended Management Fees Paid to
7/31: OppenheimerFunds, Inc.
------------------------------------------------------
------------------------------------------------------
20001 $22,550
------------------------------------------------------
------------------------------------------------------
2001 $54,314
------------------------------------------------------
------------------------------------------------------
2002 $58,407
------------------------------------------------------
1. For the period from 9/1/99 (commencement of
operations) to 7/31/00.

The investment advisory agreement states that in the
absence of willful misfeasance, bad faith, gross negligence
in the performance of its duties or reckless disregard of
its obligations and duties under the investment advisory
agreement, the Manager is not liable for any loss the Fund
sustains for any investment, adoption of any investment
policy, or the purchase, sale or retention of any security.

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

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

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

The Board reviewed the foregoing information in
arriving at its decision to renew the investment advisory
agreement. Among other factors, the Board considered:
o The nature, cost, and quality of the services
provided to the Fund and its shareholders;
o The profitability of the Fund to the Manager;
o The investment performance of the Fund in comparison
to regular market indices
o Economies of scale that may be available to the Fund
from the Manager;
o Fees paid by other mutual funds for similar services;
o The value and quality of any other benefits or
services received by the Fund from its
relationship with the Manager, and
o The direct and indirect benefits the Manager received
from its relationship with the Fund. These
included services provided by the Distributor and
the Transfer Agent, and brokerage and soft dollar
arrangements permissible under Section 28(e) of
the Securities Exchange Act.

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

These matters were also considered by the Independent
Trustees meeting separately from the full Board with
experienced Counsel to the Fund who assisted the Board in
its deliberations. The Fund's Counsel is independent of
the Manager within the meaning and intent of the SEC Rules
regarding the independence of counsel.

In arriving at a decision, the Board did not single
out any one factor or group of factors as being more
important than other factors, but considered all factors
together. The Board judged the terms and conditions of the
investment advisory agreement, including the investment
advisory fee, in light of all of the surrounding
circumstances. The Board engages in a similar analysis and
approval process with respect to the Sub-Advisory Agreement.

The Sub-Advisor. The Sub-Advisor is a wholly-owned
subsidiary of Oppenheimer Acquisition Corp., a holding
company controlled by Massachusetts Mutual Life Insurance
Company. The Manager and the Sub-Advisor are affiliates.

The Sub-Advisory Agreement. Under the Sub-Advisory
Agreement between the Manager and the Sub-Advisor, the
Sub-Advisor shall regularly provide investment advice with
respect to the Fund and invest and reinvest cash,
securities and the property comprising the assets of the
Fund. Under the Sub-Advisory Agreement, the Sub-Advisor
agrees not to change the portfolio management team of the
Fund without the written approval of the Manager. The
Sub-Advisor also agrees to provide assistance in the
distribution and marketing of the Fund.

Under the Sub-Advisory Agreement, the Manager pays
the Sub-Advisor an annual fee in monthly installments,
based on the average daily net assets of the Fund. The fee
paid to the Sub-Advisor under the Sub-Advisory Agreement is
paid by the Manager, not by the Fund. The fee
declines on additional assets as the Fund grows: 0.25% of
the first $150 million of average
annual net assets of the Fund; 0.17% of the next $350
million; and 0.14% of average annual net assets in excess
of $500 million.

The Sub-Advisory Agreement states that in the absence
of willful misfeasance, bad faith, negligence or reckless
disregard of its duties or obligations, the Sub-Advisor
shall not be liable to the Manager for any act or omission
in the course of or connected with rendering services under
the Sub-Advisory Agreement or for any losses that may be
sustained in the purchase, holding or sale of any security.

Brokerage Policies of the Fund

Brokerage Provisions of the Investment Advisory Agreement
and the Sub-Advisory Agreement. One of the duties of the
Sub-Advisor under the Sub-Advisory Agreement is to arrange
the portfolio transactions for the Fund. The Fund's
investment advisory agreement with the Manager and the
Sub-Advisory Agreement contain provisions relating to the
employment of broker-dealers to effect the Fund's portfolio
transactions. The Manager and the Sub-Advisor are
authorized to employ broker-dealers, including "affiliated"
brokers, as that term is defined in the Investment Company
Act. They may employ broker-dealers that, in their best
judgment based on all relevant factors, will implement the
policy of the Fund to obtain, at reasonable expense, the
"best execution" of the Fund's portfolio transactions.
Among other things, "best execution" means prompt and
reliable execution at the most favorable price obtainable.

The Manager and the Sub-Advisor need not seek
competitive commission bidding. However, they are expected
to be aware of the current rates of eligible brokers and to
minimize the commissions paid to the extent consistent with
the interests and policies of the Fund as established by
its Board of Trustees.

The Manager and the Sub-Advisor may select brokers
(other than affiliates) that provide brokerage and/or
research services for the Fund and/or the other accounts
over which the Manager, the Sub-Advisor or their respective
affiliates have investment discretion. The commissions paid
to such brokers may be higher than another qualified broker
would charge, if the Manager or Sub-Advisor, as applicable,
makes a good faith determination that the commission is
fair and reasonable in relation to the services provided.
Subject to those considerations, as a factor in selecting
brokers for the Fund's portfolio transactions, the Manager
and the Sub-Advisor may also consider sales of shares of
the Fund and other investment companies for which the
Manager or an affiliate serves as investment advisor.

The Sub-Advisory Agreement permits the Sub-Advisor to
enter into "soft-dollar" arrangements through the agency of
third parties to obtain services for the Fund. Pursuant to
these arrangements, the Sub-Advisor will undertake to place
brokerage business with broker-dealers who pay third
parties that provide services. Any such "soft-dollar"
arrangements will be made in accordance with policies
adopted by the Board of the Trustees and in compliance with
applicable law.

Brokerage Practices Followed by the Manager and
Sub-Advisor. Brokerage for the Fund is allocated subject to
the provisions of the investment advisory agreement and the
Sub-Advisory Agreement and the procedures and rules
described above. Generally, the Sub-Advisor's portfolio
traders allocate brokerage based upon recommendations from
the Fund's portfolio management
team. In certain instances, the team may directly place
trades and allocate brokerage. In either case, the
Sub-Advisor's executive officers supervise the allocation
of brokerage.

The Sub-Advisor serves as investment manager to a
number of clients, including other investment companies,
and may in the future act as investment manager or advisor
to others. It is the practice of the Sub-Advisor to
allocate purchase or sale transactions among the Fund and
other clients whose assets it manages in a manner it deems
equitable. In making those allocations, the Sub-Advisor
considers several main factors, including the respective
investment objectives, the relative size of portfolio
holdings of the same or comparable securities, the
availability of cash for investment, the size of investment
commitments generally held and the opinions of the persons
responsible for managing the portfolio of the Fund and
other client's accounts.

When orders to purchase or sell the same security on
identical terms are placed by more than one of the funds
and/or other advisory accounts managed by the Sub-Advisor
or its affiliates, the transactions are generally executed
as received, although a fund or advisory account that does
not direct trades to a specific broker (these are called
"free trades") usually will have its order executed first.
Orders placed by accounts that direct trades to a specific
broker will generally be executed after the free trades.
All orders placed on behalf of the Fund are considered free
trades. However, having an order placed first in the market
does not necessarily guarantee the most favorable price.
Purchases are combined where possible for the purpose of
negotiating brokerage commissions. In some cases that
practice might have a detrimental effect on the price or
volume of the security in a particular transaction for the
Fund.

Purchases of portfolio securities from underwriters
include a commission or concession paid by the issuer to
the underwriter. Purchases from dealers include a spread
between the bid and asked prices. The Fund seeks to obtain
prompt execution of these orders at the most favorable net
price.

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

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

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

- -------------------------------------------------------------------------
Fiscal Year Ended 7/31 Total Brokerage Commissions Paid by the
Fund1
- -------------------------------------------------------------------------
- -------------------------------------------------------------------------
20002 $12,307
- -------------------------------------------------------------------------
- -------------------------------------------------------------------------
2001 $20,253
- -------------------------------------------------------------------------
- -------------------------------------------------------------------------
2002 $20,3373
- -------------------------------------------------------------------------
1. Amounts do not include spreads or commissions on
principal transactions on a net trade basis.
2. For the period from 9/1/99 (commencement of
operations) to 7/31/00.
3. In the fiscal year ended 7/31/02, the amount of
transactions directed to brokers for research
services was $1,574,950 and the amount of the
commissions paid to broker-dealers for those
services was $1,840.

Distribution and Service Plans

- -------------------------------------------
Fiscal Aggregate Class A
Front-End
Year Front-End Sales Sales Charges
Ended Charges on Retained by
7/31: Class A Shares Distributor1
- -------------------------------------------
- -------------------------------------------
20002 $10,091 $2,654
- -------------------------------------------
- -------------------------------------------
2001 $24,278 $12,180
- -------------------------------------------
- -------------------------------------------
2002 $30,204 $13,553
- -------------------------------------------
1. Includes amounts retained by a broker-dealer that is
an affiliate or a parent of the Distributor.
2. For the period from 9/1/99 (commencement of
operations) to 7/31/00.

- -----------------------------------------------------------------------------
Fiscal Concessions on Concessions on Concessions on Concessions on
Year Class A Shares Class B Shares Class C Shares Class N Shares
Ended Advanced by Advanced by Advanced by Advanced by
7/31: Distributor1 Distributor1 Distributor1 Distributor1
- -----------------------------------------------------------------------------
- -----------------------------------------------------------------------------
20002 $1,281 $18,872 $6,991 N/A
- -----------------------------------------------------------------------------
- -----------------------------------------------------------------------------
2001 $3,994 $29,187 $11,144 None3
- -----------------------------------------------------------------------------
- -----------------------------------------------------------------------------
2002 $456 $22,980 $7,657 $328
- -----------------------------------------------------------------------------
1. The Distributor advances concession payments to
dealers for certain sales of Class A shares and for
sales of Class B, Class C and Class N shares from its
own resources at the time of sale.
2. For the period from 9/1/99 (commencement of
operations) to 7/31/00.
3. The inception date of Class N shares was 3/1/01.

- -----------------------------------------------------------------------------
Fiscal Class A Class B Class C Class N
Contingent Contingent Contingent Contingent
Year Deferred Sales Deferred Sales Deferred Sales Deferred Sales
Ended Charges Charges Charges Charges
7/31 Retained by Retained by Retained by Retained by
Distributor Distributor Distributor Distributor
- -----------------------------------------------------------------------------
- -----------------------------------------------------------------------------
2002 None $5,446 $234 $14
- -----------------------------------------------------------------------------

Distribution and Service Plans. The Fund has adopted a
Service Plan for Class A shares and Distribution and
Service Plans for Class B, Class C and Class N shares under
Rule 12b-1 of the Investment Company Act. Under those
plans the Fund pays the Distributor for all or a portion of
its costs incurred in connection with the distribution
and/or servicing of the shares of the particular class.
Each plan has been approved by a vote of the Board of
Trustees, including a majority of the Independent
Trustees2, cast in person at a meeting called for the
purpose of voting on that plan.

Under the plans, the Manager and the Distributor may
make payments to affiliates, in their sole discretion, from
time to time, may use their own resources (at no direct
cost to the fund) to make payments to brokers, dealers or
other financial institutions for distribution and
administrative services they perform. The Manager may use
its profits from the advisory fee it receives from the
Fund. In their sole discretion, the Distributor and the
Manager may increase or decrease the amount of payments
they make from their own resources to plan recipients.

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

The Board of Trustees and the Independent Trustees
must approve all material amendments to a plan. An
amendment to increase materially the amount of payments to
be made under a plan must be approved by shareholders of
the class affected by the amendment. Because Class B shares
of the Fund automatically convert into Class A shares after
six (6) years, the Fund must obtain the approval of both
Class A and Class B shareholders for a proposed material
amendment to the Class A Plan that would materially
increase payments under the Plan. That approval must be by
a "majority" (as defined in the Investment Company Act) of
the shares of each class, voting separately by class.

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

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

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

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

With respect to purchases of Class A shares subject
to a contingent deferred sales charge by certain retirement
plans that purchased such shares prior to March 1, 2001
("grandfathered retirement accounts"), the Distributor
currently intends to pay the service fee to Recipients in
advance for the first year after the shares are purchased.
After the first year shares are outstanding, the
Distributor makes service fee payments to Recipients
quarterly on those shares. The advance payment is based on
the net asset value of shares sold. Shares purchased by
exchange do not qualify for the advance service fee
payment. If Class A shares purchased by grandfathered
retirement accounts are redeemed during the first year
after their purchase, the Recipient of the service fees on
those shares will be obligated to repay the Distributor a
pro rata portion of the advance payment of the service fee
made on those shares.

For the fiscal year ended July 31, 2002, payments
made under the Class A Plan totaled $7,879 all of which was
paid by the Distributor to recipients that included $1,654
paid to an affiliate of the Distributor's parent company.
Any unreimbursed expenses the Distributor incurs with
respect to Class A shares in any fiscal year cannot be
recovered in subsequent years. The
Distributor may not use payments received under the Class A
Plan to pay any of its interest expenses, carrying charges,
or other financial costs, or allocation of overhead.

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

Each Plan permits the Distributor to retain both the
asset-based sales charges and the service fees or to pay
recipients the service fee on a quarterly basis, without
payment in advance. However, the Distributor currently
intends to pay the service fee to recipients in advance for
the first year after Class B, Class C and Class N shares
are purchased. After the first year Class B, Class C or
Class N shares are outstanding, after their purchase, the
Distributor makes service fee payments quarterly on those
shares. The advance payment is based on the net asset
value of shares sold. Shares purchased by exchange do not
qualify for the advance service fee payment. If Class B,
Class C or Class N shares are redeemed during the first
year after their purchase, the recipient of the service
fees on those shares will be obligated to repay the
Distributor a pro rata portion of the advance payment of
the service fee made on those shares. In cases where the
Distributor is the broker of record for Class B, Class C
and Class N shares, i.e. shareholders without the services
of a broker directly invest in the Fund, the Distributor
will retain the asset-based sales charge and service fee
for Class B, Class C and Class N shares.

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

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

The Distributor's actual expenses in selling Class B,
Class C and Class N shares may be more than the payments it
receives from the contingent deferred sales charges
collected on redeemed shares and from the Fund under the
plans. If either the Class B, Class C or Class N plan is
terminated by the Fund, the Board of Trustees may allow the
Fund to continue payments of the asset-based sales charge
to the Distributor for distributing shares before the plan
was terminated.

- ---------------------------------------------------------------------------------
Distribution Fees Paid to the Distributor for the Year Ended 7/31/02
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Class: Total Amount Distributor's Distributor's
Unreimbursed
Aggregate Expenses as %
Payments Retained by Unreimbursed of Net Assets
Under Plan Distributor Expenses Under Plan of Class
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Class B Plan $19,076 $15,7991 $43,550 2.75%
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Class C Plan $16,996 $7,1012 $24,922 1.72%
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Class N Plan $60 $58 $513 1.78%
- ---------------------------------------------------------------------------------
1. Includes $292 paid to an affiliate of the
Distributor's parent company.
2. Includes $2,035 paid to an affiliate of the
Distributor's parent company.

Performance of the Fund

Explanation of Performance Terminology. The Fund uses a
variety of terms to illustrate its investment performance.
Those terms include "cumulative total return," "average
annual total return," "average annual total return at net
asset value" and "total return at net asset value." An
explanation of how total returns are calculated is set
forth below. You can obtain current performance information
by calling the Fund's Transfer Agent at 1.800.CALL.OPP or
by visiting the OppenheimerFunds Internet website at
http://www.oppenheimerfunds.com.

The Fund's illustrations of its performance data in
advertisements must comply with rules of the Securities and
Exchange Commission. Those rules describe the types of
performance data that may be used and how it is to be
calculated. In general, any advertisement by the Fund of
its performance data must include the average annual total
returns for the advertised class of shares of the Fund.
Those returns must be shown for the 1-, 5- and 10-year
periods (or the life of the class, if less) ending as of
the most recently ended calendar quarter prior to the
publication of the advertisement (or its submission for
publication).

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

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

In calculating total returns for Class A shares, the
current maximum sales charge of 5.75% (as a percentage of
the offering price) is deducted from the initial investment
("P") (unless the return is shown without sales charge, as
described below). For Class B shares, payment of the
applicable contingent deferred sales charge is applied,
depending on the period for which the return is shown: 5.0%
in the first year, 4.0% in the second year, 3.0% in the
third and fourth years, 2.0% in the fifth year, 1.0% in the
sixth year and none thereafter. For Class C shares, the
1.0% contingent deferred sales charge is deducted for
returns for the one-year period. For Class N shares, the
1.0% contingent deferred sales charge is deducted for
returns for the one-year period, and total returns for the
periods prior to 03/01/02 (the inception date for Class N
shares) is based on the Fund's Class A returns, adjusted to
reflect the higher Class N 12b-1 fees. There is no sales
charge on Class Y shares.

ERV - 1 Average Annual Total
l/n Return
P

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

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

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

ERV - P = Total Return
- -----------
P
o Total Returns at Net Asset Value. From time to time
the Fund may also quote a cumulative or an average annual
total return "at net asset value" (without deducting sales
charges) for Class A, Class B, Class C or Class N shares.
There is no sales charge on Class Y shares. Each is based
on the difference in net asset value per share at the
beginning and the end of the period for a hypothetical
investment in that class of shares (without considering
front-end or contingent deferred sales charges) and takes
into consideration the reinvestment of dividends and
capital gains distributions.

- ----------------------------------------------------------------
The Fund's Total Returns for the Periods Ended 07/31/02
- ----------------------------------------------------------------
- ----------------------------------------------------------------
Class of Cumulative Average Annual Total Returns
Total Returns
(10 Years or
Shares Life of Class)
- ----------------------------------------------------------------
- ----------------------------------------------------------------
1-Year 5-Year
(or life of
class)
- ----------------------------------------------------------------
- ----------------------------------------------------------------
After Without After Without After Without
Sales Sales Sales Sales Sales Sales
Charge Charge Charge Charge Charge Charge
- ----------------------------------------------------------------
- ----------------------------------------------------------------
Class A -27.35%1 -22.92%1 -28.65% -24.30% -10.38%1 -8.54%1
- ----------------------------------------------------------------
- ----------------------------------------------------------------
Class B -26.98%1 -24.83%1 -28.53% -24.93% -10.22%1 -9.32%1
- ----------------------------------------------------------------
- ----------------------------------------------------------------
Class C -24.06%1 -24.06%1 -25.63% -24.91% -9.00%1 -9.00%1
- ----------------------------------------------------------------
- ----------------------------------------------------------------
Class N -24.68%2 -23.95%2 -25.27% -24.55% -18.13%2 -17.57%2
- ----------------------------------------------------------------
- ----------------------------------------------------------------
Class Y N/A -22.35%1 N/A -24.02% N/A -8.31%1
- ----------------------------------------------------------------
1. Inception date of Class A, Class B, Class C and Class
Y: 09/01/99
2. Inception date of Class N: 3/1/01

----------------------------------------------------------------------
Average Annual Total Returns for Class A Shares1 (After Sales
Charge) For the Periods Ended 07/31/02
----------------------------------------------------------------------
----------------------------------------------------------------------
1-Year 5-Year
(or life of class)
----------------------------------------------------------------------
----------------------------------------------------------------------
After Taxes on Distributions -29.72% -10.88%1
----------------------------------------------------------------------
----------------------------------------------------------------------
After Taxes on Distributions -17.21% -8.26%1
and Redemption of Fund Shares
----------------------------------------------------------------------
1. Inception date of Class A: 09/01/99
Other Performance Comparisons. The Fund compares its
performance annually to that of an appropriate
broadly-based market index in its Annual Report to
shareholders. You can obtain that information by contacting
the Transfer Agent at the addresses or telephone numbers
shown on the cover of this Statement of Additional
Information. The Fund may also compare its performance to
that of other investments, including other mutual funds, or
use rankings of its performance by independent ranking
entities. Examples of these performance comparisons are set
forth below.

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

|X| Morningstar Rankings. From time to time the Fund may
publish the star ranking of the performance of its classes
of shares by Morningstar, Inc., an independent mutual fund
monitoring service. Morningstar ranks mutual funds in
their specialized market sector. The Fund is included in
the domestic stock funds category.

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

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

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

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

ABOUT your account

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

AccountLink. When shares are purchased through
AccountLink, each purchase must be at least $25. Effective
November 1, 2002, for any new Asset Builder Plan, each
purchase through AccountLink must be at least $50 and
---
shareholders must invest at least $500 before an Asset
Builder Plan can be established on a new account. Accounts
established prior to November 1, 2001 will remain at $25
for additional purchases. Shares will be purchased on the
regular business day the Distributor is instructed to
initiate the Automated Clearing House ("ACH") transfer to
buy the shares. Dividends will begin to accrue on shares
purchased with the proceeds of ACH transfers on the
business day the Fund receives Federal Funds for the
purchase through
the ACH system before the close of The New York Stock
Exchange. The Exchange normally closes at 4:00 P.M., but
may close earlier on certain days. If Federal Funds are
received on a business day after the close of the Exchange,
the shares will be purchased and dividends will begin to
accrue on the next regular business day. The proceeds of
ACH transfers are normally received by the Fund three days
after the transfers are initiated. If the proceeds of the
ACH transfer are not received on a timely basis, the
Distributor reserves the right to cancel the purchase
order. The Distributor and the Fund are not responsible for
any delays in purchasing shares resulting from delays in
ACH transmissions.

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

Oppenheimer Bond Fund Oppenheimer Municipal Bond Fund
Oppenheimer California Municipal Fund Oppenheimer New Jersey Municipal Fund
Oppenheimer Capital Appreciation Fund Oppenheimer New York Municipal Fund
Oppenheimer Capital Preservation Fund Oppenheimer Pennsylvania Municipal Fund
Oppenheimer Capital Income Fund Oppenheimer Quest Balanced Value Fund
Oppenheimer Quest Capital Value Fund,
Oppenheimer Champion Income Fund Inc.
Oppenheimer Quest Global Value Fund,
Oppenheimer Convertible Securities Fund Inc.
Oppenheimer Developing Markets Fund Oppenheimer Quest Opportunity Value Fund
Oppenheimer Disciplined Allocation Fund Oppenheimer Quest Value Fund, Inc.
Oppenheimer Discovery Fund Oppenheimer Real Asset Fund
Oppenheimer Rochester National
Oppenheimer Emerging Growth Fund Municipals
Oppenheimer Emerging Technologies Fund Oppenheimer Senior Floating Rate Fund
Oppenheimer Enterprise Fund Oppenheimer Small Cap Value Fund
Oppenheimer Europe Fund Oppenheimer Strategic Income Fund
Oppenheimer Global Fund Oppenheimer Total Return Fund, Inc.
Oppenheimer Global Growth & Income Fund Oppenheimer Trinity Core Fund
Oppenheimer Trinity Large Cap Growth
Oppenheimer Gold & Special Minerals Fund Fund
Oppenheimer Growth Fund Oppenheimer Trinity Value Fund
Oppenheimer High Yield Fund Oppenheimer U.S. Government Trust
Oppenheimer International Bond Fund Oppenheimer Value Fund
Oppenheimer International Growth Fund Limited-Term New York Municipal Fund
Oppenheimer International Small Company
Fund Rochester Fund Municipals
Oppenheimer Limited-Term Government Fund OSM1- Gartmore Millennium Growth Fund II
Oppenheimer Limited Term Municipal Fund OSM1 - Jennison Growth Fund
Oppenheimer Main Street Growth & Income OSM1 - Mercury Advisors S&P 500 Index
Fund Fund
OSM1 - Mercury Advisors Focus Growth
Oppenheimer Main Street Opportunity Fund Fund
Oppenheimer Main Street Small Cap Fund OSM1 - QM Active Balanced Fund
Oppenheimer MidCap Fund OSM1 - Salomon Brothers All Cap Fund
Oppenheimer Multiple Strategies Fund
And the following money market funds:

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

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

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

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

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

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

5. The shares eligible for purchase under the Letter (or
the holding of which may be counted toward completion of a
Letter) include:
(a) Class A shares sold with a front-end sales charge or
subject to a Class A contingent deferred sales
charge,
(b) Class B shares of other Oppenheimer funds acquired
subject to a contingent deferred sales charge,
and
(c) Class A or Class B shares acquired by exchange of
either (1) Class A shares of one of the other
Oppenheimer funds that were acquired subject to
a Class A initial or contingent deferred sales
charge or (2) Class B shares of one of the
other Oppenheimer funds that were acquired
subject to a contingent deferred sales charge.

Asset Builder Plans. To establish an Asset Builder Plan to
buy shares directly from a bank account, you must enclose a
check (the minimum is $25) for the initial purchase with
your application. Currently, the minimum investment is $25
to establish an Asset Builder Plan, and will remain at $25
for those accounts established prior to November 1, 2002.
However, as described above under "AccountLink," for Asset
Builder Plans established on or after November 1, 2002, the
minimum investment for new Asset Builder Plans will
increase to $50, each purchase must be at least $50 and
---
shareholders must invest at least $500 before an Asset
Builder Plan can be established. Shares purchased by Asset
Builder Plan payments from bank accounts are subject to the
redemption restrictions for recent purchases described in
the Prospectus. Asset Builder Plans are available only if
your bank is an ACH member. Asset Builder Plans may not
be used to buy shares for OppenheimerFunds
employer-sponsored qualified retirement accounts. Asset
Builder Plans also enable shareholders of Oppenheimer Cash
Reserves to use their fund account to make monthly
automatic purchases of shares of up to four other
Oppenheimer funds.

Retirement Plans. Certain types of retirement plans are
entitled to purchase shares of the Fund without sales
charge or at reduced sales charge rates, as described in
Appendix B to this Statement of Additional Information.
Certain special sales charge arrangements described in that
Appendix apply to retirement plans whose records are
maintained on a daily valuation basis by Merrill Lynch
Pierce Fenner & Smith, Inc. ("Merrill Lynch") or an
independent record keeper that has a contract or special
arrangement with Merrill Lynch. If on the date the plan
sponsor signed the Merrill Lynch record keeping service
agreement the plan has less than $3 million in assets
(other than assets invested in money market funds) invested
in applicable investments, then the retirement plan may
purchase only Class B shares of the Oppenheimer funds. Any
retirement plans in that category that currently invest in
Class B shares of the Fund will have their Class B shares
converted to Class A shares of the Fund when the plan's
applicable investments reach $5 million. OppenheimerFunds
has entered into arrangements with certain record keepers
whereby the Transfer Agent compensates the record keeper
for its record keeping and account servicing functions that
it performs on behalf of the participant level accounts of
a retirement plan. While such compensation may act to
reduce the record keeping fees charged by the retirement
plan's record keeper, that compensation arrangement may be
terminated at any time, potentially affecting the record
keeping fees charged by the retirement plan's record keeper.

Classes of Shares. Each class of shares of the Fund
represents an interest in the same portfolio of investments
of the Fund. However, each class has different shareholder
privileges and features. The net income attributable to
Class B, Class C or Class N shares and the dividends
payable on Class B, Class C or Class N shares will be
reduced by incremental expenses borne
solely by that class. Those expenses include the
asset-based sales charges to which Class B, Class C and
Class N shares are subject.

|X| Availability of Class N Shares. In addition to
the description of the types of retirement plans which may
purchase Class N shares contained in the prospectus, Class
N shares also are offered to the following:
o to all rollover IRAs (including SEP IRAs and SIMPLE
IRAs),
o to all rollover contributions made to Individual
401(k) plans, Profit-Sharing Plans and Money
Purchase Pension Plans,
o to all direct rollovers from
OppenheimerFunds-sponsored Pinnacle and
Ascender retirement plans,
o to all trustee-to-trustee IRA transfers,
o to all 90-24 type 403(b) transfers,
o to Group Retirement Plans (as defined in Appendix B
to this Statement of Additional Information)
which have entered into a special agreement
with the Distributor for that purpose,
o to Retirement Plans qualified under Sections 401(a)
or 401(k) of the Internal Revenue Code, the
recordkeeper or the plan sponsor for which has
entered into a special agreement with the
Distributor,
o to Retirement Plans of a plan sponsor where the
aggregate assets of all such plans invested in
the Oppenheimer funds is $500,000 or more,
o to OppenheimerFunds-sponsored Ascender 401(k) plans
that pay for the purchase with the redemption
proceeds of Class A shares of one or more
Oppenheimer funds.
o to certain customers of broker-dealers and financial
advisors that are identified in a special
agreement between the broker-dealer or
financial advisor and the Distributor for that
purpose.

|X| Allocation of Expenses. The Fund pays expenses
related to its daily operations, such as custodian fees,
Trustees' fees, transfer agency fees, legal fees and
auditing costs. Those expenses are paid out of the Fund's
assets and are not paid directly by shareholders.
However, those expenses reduce the net asset values of
shares, and therefore are indirectly borne by shareholders
through their investment.

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

Account Fees. As stated in the Prospectus, effective
September 27, 2002, a $12 annual fee is charged on any
account valued at less than $500. This fee will not be
charged for:
o Accounts that have balances below $500 due to the
automatic conversion of shares from Class B to
Class A shares;
o Accounts with an active Asset Builder Plan, payroll
deduction plan or a military allotment plan;
o OppenheimerFunds-sponsored group retirement accounts
that are making continuing purchases;
o Certain accounts held by broker-dealers through the
National Securities Clearing Corporation; and
o Accounts that fall below the $500 threshold due
solely to market fluctuations within the 12-month
period preceding the date the fee is deducted.

The fee is charged annually on or about the second to
last business day of September. This annual fee will be
waived for any shareholders who elect to access their
account documents through electronic document delivery
rather than in paper copy and who elect to utilize the
Internet or PhoneLink as their primary source for their
general servicing needs. To sign up to access account
documents electronically via eDocs Direct, please visit the
Service Center on our website at WWW.OPPENHEIMERFUNDS.COM
------------------------
or call 1.888.470.0862 for instructions.

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

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

Changes in the values of securities traded on foreign
exchanges or markets as a result of events that occur after
the prices of those securities are determined, but before
the close of The New York Stock Exchange, will not be
reflected in the Fund's calculation of its net asset values
that day unless the Manager determines that the event is
likely to effect a material change in the value of the
security. If such determination is made, the Manager,
acting through an internal valuation committee, will
establish a valuation for such security subject to the
approval, ratification and confirmation by the Board at its
next ensuing meeting.

|X| Securities Valuation. The Fund's Board of
Trustees has established procedures for the valuation of
the Fund's securities. In general those procedures are as
follows:
o Equity securities traded on a U.S. securities
exchange or on Nasdaq(R)are valued as follows:
(1) if last sale information is regularly reported, they
are valued at the last reported sale price
on the principal exchange on which they are
traded or on Nasdaq, as applicable, on that
day, or
(2) if last sale information is not available on a
valuation date, they are valued at the last
reported sale price preceding the valuation
date if it is within the spread of the
closing "bid" and "asked" prices on the
valuation date or, if not, at the closing
"bid" price on the valuation date.
o Equity securities traded on a foreign securities
exchange generally are valued in one of the following ways:
(1) at the last sale price available to the pricing
service approved by the Board of Trustees,
or
(2) at the last sale price obtained by the Manager from
the report of the principal exchange on
which the security is traded at its last
trading session on or immediately before the
valuation date, or
(3) at the mean between the "bid" and "asked" prices
obtained from the principal exchange on
which the security is traded or, on the
basis of reasonable inquiry, from two market
makers in the security.
o Long-term debt securities having a remaining maturity
in excess of 60 days are valued based on the mean
between the "bid" and "asked" prices determined by a
portfolio pricing service approved by the Fund's Board
of Trustees or obtained by the Manager from two active
market makers in the security on the basis of reasonable
inquiry.
o The following securities are valued at the mean
between the "bid" and "asked" prices determined by a
pricing service approved by the Fund's Board of Trustees
or obtained by the Manager from two active market makers
in the security on the basis of reasonable inquiry:
(1) debt instruments that have a maturity of more than
397 days when issued,
(2) debt instruments that had a maturity of 397 days or
less when issued and have a remaining
maturity of more than 60 days, and
(3) non-money market debt instruments that had a maturity
of 397 days or less when issued and which
have a remaining maturity of 60 days or less.
o The following securities are valued at cost, adjusted
for amortization of premiums and accretion of discounts:
(1) money market debt securities held by a non-money
market fund that had a
(2)

maturity of less than 397 days when issued that
have a remaining maturity of 60 days or
less, and
(3) debt instruments held by a money market fund that
have a remaining maturity of 397 days or
less.
o Securities (including restricted securities) not
having readily-available market quotations are valued at
fair value determined under the Board's procedures. If the
Manager is unable to locate two market makers willing to
give quotes, a security may be priced at the mean between
the "bid" and "asked" prices provided by a single active
market maker (which in certain cases may be the "bid" price
if no "asked" price is available).

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

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

How to Sell Shares

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

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

Involuntary Redemptions. The Fund's Board of Trustees has
the right to cause the involuntary redemption of the shares
held in any account if the aggregate net asset value of
those shares is less than $500 or such lesser amount as the
Board may fix. The Board will not cause the involuntary
redemption of shares in an account if the aggregate net
asset value of such shares has fallen below the stated
minimum solely as a result of market fluctuations. If the
Board exercises this right, it may also fix the
requirements for any notice to be given to the shareholders
in question (not less than 30 days). The Board may
alternatively set requirements for the shareholder to
increase the investment, or set other terms and conditions
so that the shares would not be involuntarily redeemed.

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

Special Arrangements for Repurchase of Shares from Dealers
and Brokers. The Distributor is the Fund's agent to
repurchase its shares from authorized dealers or brokers on
behalf of their customers. Shareholders should contact
their broker or dealer to arrange this type of redemption.
The repurchase price per share will be the net asset value
next computed after the Distributor receives an order
placed by the dealer or broker. However, if the Distributor
receives a repurchase order from a dealer or broker after
the close of The New York Stock Exchange on a regular
business day, it will be processed at that day's net asset
value if the order was received by the dealer or broker
from its customers prior to the time the Exchange closes.
Normally, the Exchange closes at 4:00 P.M., but may do so
earlier on some days. Additionally, the order must have
been transmitted to and received by the Distributor prior
to its close of business that day (normally 5:00 P.M.).

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

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

|X| Automatic Exchange Plans. Shareholders can
authorize the Transfer Agent to exchange a pre-determined
amount of shares of the Fund for shares (of the same class)
of other Oppenheimer funds automatically on a monthly,
quarterly, semi-annual or annual basis under an Automatic
Exchange Plan. The minimum amount that may be exchanged to
each other fund account is $25. Effective November 1, 2002,
the minimum amount that may be exchanged to each other fund
account is $50. Instructions should be provided on the
OppenheimerFunds Application or signature-guaranteed
instructions. Exchanges made under these plans are subject
to the restrictions that apply to exchanges as set forth in
"How to Exchange Shares" in the Prospectus and below in
this Statement of Additional Information.

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

The amount and the interval of disbursement payments
and the address to which checks are to be mailed or
AccountLink payments are to be sent may be changed at any
time by the Planholder by writing to the Transfer Agent.
The Planholder should allow at least two weeks' time after
mailing such notification for the requested change to be
put in effect. The Planholder may, at any time, instruct
the Transfer Agent by written notice to redeem all, or any
part of, the shares held under the Plan. That notice must
be in proper form in accordance with the requirements of
the then-current Prospectus of the Fund. In that case, the
Transfer Agent will redeem the number of shares requested
at the net asset value per share in effect and will mail a
check for the proceeds to the Planholder.
The Planholder may terminate a Plan at any time by
writing to the Transfer Agent. The Fund may also give
directions to the Transfer Agent to terminate a Plan. The
Transfer Agent will also terminate a Plan upon its receipt
of evidence satisfactory to it that the Planholder has died
or is legally incapacitated. Upon termination of a Plan by
the Transfer Agent or the Fund, shares that have not been
redeemed will be held in uncertificated form in the name of
the Planholder. The account will continue as a
dividend-reinvestment, uncertificated account unless and
until proper instructions are received from the Planholder,
his or her executor or guardian, or another authorized
person.

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

How to Exchange Shares

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

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

The following funds only offer Class A shares:
Centennial America Fund, L.P. Centennial New York Tax Exempt
Trust
Centennial California Tax Exempt Trust Centennial Tax Exempt Trust
Centennial Government Trust Oppenheimer Money Market Fund, Inc.
Centennial Money Market Trust

The following funds do not offer Class N shares:
Oppenheimer California Municipal Fund Oppenheimer Pennsylvania Municipal
Fund
Oppenheimer Limited Term Municipal Fund Oppenheimer Rochester National
Municipals
Oppenheimer Municipal Bond Fund Oppenheimer Senior Floating Rate
Fund
Oppenheimer New Jersey Municipal Fund Limited Term New York Municipal
Fund
Oppenheimer New York Municipal Fund Rochester Fund Municipals

The following funds do not offer Class Y shares:
Oppenheimer California Municipal Fund Oppenheimer Limited Term Municipal
Fund
Oppenheimer Capital Income Fund Oppenheimer New Jersey Municipal
Fund
Oppenheimer Cash Reserves Oppenheimer New York Municipal Fund
Oppenheimer Champion Income Fund Oppenheimer Pennsylvania Municipal
Fund
Oppenheimer Convertible Securities Fund Oppenheimer Rochester National
Municipals
Oppenheimer Disciplined Allocation Fund Oppenheimer Senior Floating Rate
Fund
Oppenheimer Gold & Special Minerals Oppenheimer Small Cap Value Fund
Fund
Oppenheimer International Small Limited Term New York Municipal
Company Fund Fund
o Class Y shares of Oppenheimer Real Asset Fund may not
be exchanged for shares of any other fund.
o Class B, Class C and Class N shares of Oppenheimer
Cash Reserves are generally available only by
exchange from the same class of shares of other
Oppenheimer funds or through
OppenheimerFunds-sponsored 401(k) plans.
o Class M shares of Oppenheimer Convertible Securities
Fund may be exchanged only for Class A shares of
other Oppenheimer funds. They may not be acquired by
exchange of shares of any class of any other
Oppenheimer funds except Class A shares of
Oppenheimer Money Market Fund or Oppenheimer Cash
Reserves acquired by exchange of Class M shares.
o Class X shares of Limited Term New York Municipal
Fund may be exchanged only for Class B shares of
other Oppenheimer funds and no exchanges may be made
to Class X shares.
o Shares of Oppenheimer Capital Preservation Fund may
not be exchanged for shares of Oppenheimer Money
Market Fund, Inc., Oppenheimer Cash Reserves or
Oppenheimer Limited-Term Government Fund. Only
participants in certain retirement plans may purchase
shares of Oppenheimer Capital Preservation Fund, and
only those participants may exchange shares of other
Oppenheimer funds for shares of Oppenheimer Capital
Preservation Fund.
o Class A shares of Oppenheimer Senior Floating Rate
Fund are not available by exchange of shares of
Oppenheimer Money Market Fund or Class A shares of
Oppenheimer Cash Reserves.
o Shares of Oppenheimer Select Managers Mercury
Advisors S&P Index Fund and Oppenheimer Select
Managers QM Active Balanced Fund are only available
to retirement plans and are available only by
exchange from the same class of shares of other
Oppenheimer funds held by retirement plans.
o Class A shares of Oppenheimer funds may be exchanged
at net asset value for shares of any money market
fund offered by the Distributor. Shares of any money
market fund purchased without a sales charge may be
exchanged for shares of Oppenheimer funds offered
with a sales charge upon payment of the sales charge.
They may also be used to purchase shares of
Oppenheimer funds subject to an early withdrawal
charge or contingent deferred sales charge.
o Shares of Oppenheimer Money Market Fund, Inc.
purchased with the redemption proceeds of shares of
other mutual funds (other than funds managed by the
Manager or its subsidiaries) redeemed within the 30
days prior to that purchase may subsequently be
exchanged for shares of other Oppenheimer funds
without being subject to an initial sales charge or
contingent deferred sales charge. To qualify for that
privilege, the investor or the investor's dealer must
notify the Distributor of eligibility for this
privilege at the time the shares of Oppenheimer Money
Market Fund, Inc. are purchased. If requested, they
must supply proof of entitlement to this privilege.
o Shares of the Fund acquired by reinvestment of
dividends or distributions from any of the other
Oppenheimer funds or from any unit investment trust
for which reinvestment arrangements have been made
with the Distributor may be exchanged at net asset
value for shares of any of the Oppenheimer funds.

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

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

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

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

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

Dividends, Capital Gains and Taxes

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

The Internal Revenue Code contains a number of
complex tests relating to qualification that the Fund might
not meet in a particular year. If it did not qualify as a
regulated investment
company, the Fund would be treated for tax purposes as an
ordinary corporation and would receive no tax deduction for
payments made to shareholders.

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

Special provisions of the Internal Revenue Code
govern the eligibility of the Fund's dividends for the
dividends-received deduction for corporate shareholders.
Long-term capital gains distributions are not eligible for
the deduction. The amount of dividends paid by the Fund
that may qualify for the deduction is limited to the
aggregate amount of qualifying dividends that the Fund
derives from portfolio investments that the Fund has held
for a minimum period,
usually 46 days. A corporate shareholder will not be
eligible for the deduction on dividends paid on Fund shares
held for 45 days or less. To the extent the Fund's
dividends are derived from gross income from option
premiums, interest income or short-term gains from the sale
of securities or dividends from foreign corporations, those
dividends will not qualify for the deduction.

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

The Fund will be required in certain cases to
withhold 30% (29% for payments after December 31, 2003) of
ordinary income dividends, capital gains distributions and
the proceeds of the redemption of shares, paid to any
shareholder (1) who has failed to provide a correct
-------
taxpayer identification number or to properly certify that
number when required, (2) who is subject to backup
withholding for failure to report the receipt of interest
or dividend income properly, or (3) who has failed to
certify to the Fund that the shareholder is not subject to
backup withholding or is an "exempt recipient" (such as a
corporation). All income and any tax withheld by the Fund
is remitted
by the Fund to the U.S. Treasury and is identified in
reports mailed to shareholders in January of each year.
|X| Tax Effects of Redemptions of Shares. If a
shareholder redeems all or a portion of his/her shares, the
-
shareholder will recognize a gain or loss on the redeemed
shares in an amount equal to the difference between the
proceeds of the redeemed shares and the shareholder's
adjusted tax basis in the shares. All or a portion of any
loss recognized in that manner may be disallowed if the
shareholder purchases other shares of the Fund within 30
days before or after the redemption.

Dividend Reinvestment in Another Fund. Shareholders of the
Fund may elect to reinvest all dividends and/or capital
gains distributions in shares of the same class of any of
the other
Oppenheimer funds listed above. Reinvestment will be made
without sales charge at the net asset value per share in
effect at the close of business on the payable date of the
dividend or distribution. To elect this option, the
shareholder must notify the Transfer Agent in writing and
must have an existing account in the fund selected for
reinvestment. Otherwise the shareholder first must obtain a
prospectus for that fund and an application from the
Distributor to establish an account. Dividends and/or
distributions from shares of certain other Oppenheimer
funds (other than Oppenheimer Cash Reserves) may be
invested in shares of this Fund on the same basis.

Additional Information About the Fund

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

Independent Auditors. KPMG LLP is the independent auditor
of the Fund. The firm audits the Fund's financial
statements and performs other related audit services. KPMG
LLP also acts as auditor for certain other funds advised by
the Manager and its affiliates.

INDEPENDENT AUDITORS' REPORT
- --------------------------------------------------------------------------------

================================================================================
THE BOARD OF TRUSTEES AND SHAREHOLDERS OF
OPPENHEIMER TRINITY VALUE FUND:
We have audited the accompanying statement of assets and liabilities of
Oppenheimer Trinity Value Fund, including the statement of investments, as of
July 31, 2002, and the related statement of operations for the year then
ended,
the statements of changes in net assets for each of the two years in the
period
then ended, and the financial highlights for each of the two years in the
period then ended, and the period from September 1, 1999 (inception of
offering) to July 31, 2000. These financial statements and financial
highlights
are the responsibility of the Fund's management. Our responsibility is to
express an opinion on these financial statements and financial highlights
based
on our audits.
We conducted our audits in accordance with auditing standards generally
accepted in the United States of America. Those standards require that we
plan
and perform the audit to obtain reasonable assurance about whether the
financial statements and financial highlights are free of material
misstatement. An audit includes examining, on a test basis, evidence
supporting
the amounts and disclosures in the financial statements. Our procedures
included confirmation of securities owned as of July 31, 2002, by
correspondence with the custodian and brokers or by other appropriate
auditing
procedures where replies from brokers were not received. An audit also
includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement
presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements and financial highlights referred
to above present fairly, in all material respects, the financial position of
Oppenheimer Trinity Value Fund as of July 31, 2002, the results of its
operations for the year then ended, the changes in its net assets for each of
the two years in the period then ended, and the financial highlights for each
of the two years in the period then ended, and the period from September 1,
1999 (inception of offering) to July 31, 2000, in conformity with accounting
principles generally accepted in the United States of America.

KPMG LLP

Denver, Colorado
August 21, 2002

STATEMENT OF INVESTMENTS July 31, 2002

MARKET VALUE
SHARES SEE NOTE 1
===============================================================================
COMMON STOCKS--96.1%
- -------------------------------------------------------------------------------
CONSUMER DISCRETIONARY--17.7%
- -------------------------------------------------------------------------------
AUTO COMPONENTS--2.4%
Johnson Controls, Inc. 2,000 $ 162,040
- -------------------------------------------------------------------------------
AUTOMOBILES--3.0%
General Motors Corp. 4,300 200,165
- -------------------------------------------------------------------------------
HOUSEHOLD DURABLES--3.1%
Centex Corp. 1,100 52,745
- -------------------------------------------------------------------------------
Leggett & Platt, Inc. 4,200 94,458
- -------------------------------------------------------------------------------
Whirlpool Corp. 1,100 63,107

- ----------
210,310

- -------------------------------------------------------------------------------
MEDIA--5.0%
AOL Time Warner, Inc.(1) 14,200 163,300
- -------------------------------------------------------------------------------
Comcast Corp., Cl. A Special(1) 8,400 175,560

- ----------
338,860

- -------------------------------------------------------------------------------
MULTILINE RETAIL--3.5%
Nordstrom, Inc. 1,500 28,350
- -------------------------------------------------------------------------------
Penney (J.C.) Co., Inc. (Holding Co.) 2,100 36,960
- -------------------------------------------------------------------------------
Sears Roebuck & Co. 3,600 169,812

- ----------
235,122

- -------------------------------------------------------------------------------
SPECIALTY RETAIL--0.7%
Office Depot, Inc.(1) 3,400 44,132
- -------------------------------------------------------------------------------
CONSUMER STAPLES--1.3%
- -------------------------------------------------------------------------------
FOOD PRODUCTS--1.3%
Archer-Daniels-Midland Co. 7,600 88,920
- -------------------------------------------------------------------------------
ENERGY--13.9%
- -------------------------------------------------------------------------------
ENERGY EQUIPMENT & SERVICES--1.6%
Transocean, Inc. 4,100 104,550
- -------------------------------------------------------------------------------
OIL & GAS--12.3%
Anadarko Petroleum Corp. 1,600 69,600
- -------------------------------------------------------------------------------
Apache Corp. 660 33,990
- -------------------------------------------------------------------------------
Burlington Resources, Inc. 1,200 43,860
- -------------------------------------------------------------------------------
ChevronTexaco Corp. 2,100 157,500
- -------------------------------------------------------------------------------
Devon Energy Corp. 2,200 91,696
- -------------------------------------------------------------------------------
Exxon Mobil Corp. 8,200 301,432
- -------------------------------------------------------------------------------
Marathon Oil Corp. 2,400 58,176
- -------------------------------------------------------------------------------
Phillips Petroleum Co. 1,400 72,450

- ----------
828,704

12
OPPENHEIMER TRINITY VALUE FUND

MARKET VALUE
SHARES SEE NOTE 1
- -------------------------------------------------------------------------------
FINANCIALS--35.6%
- -------------------------------------------------------------------------------
BANKS--4.3%
Bank of America Corp. 400 $ 26,600
- -------------------------------------------------------------------------------
FleetBoston Financial Corp. 8,400 194,880
- -------------------------------------------------------------------------------
Synovus Financial Corp. 2,900 69,600

- ----------
291,080

- -------------------------------------------------------------------------------
DIVERSIFIED FINANCIALS--15.2%
Citigroup, Inc. 12,700 425,958
- -------------------------------------------------------------------------------
Household International, Inc. 1,000 42,670
- -------------------------------------------------------------------------------
J.P. Morgan Chase & Co. 7,600 189,696
- -------------------------------------------------------------------------------
Merrill Lynch & Co., Inc. 4,400 156,860
- -------------------------------------------------------------------------------
Morgan Stanley 5,200 209,820

- ----------
1,025,004

- -------------------------------------------------------------------------------
INSURANCE--14.5%
Allstate Corp. 3,200 121,632
- -------------------------------------------------------------------------------
American International Group, Inc. 3,800 242,896
- -------------------------------------------------------------------------------
Chubb Corp. 1,500 97,335
- -------------------------------------------------------------------------------
Jefferson-Pilot Corp. 2,000 86,900
- -------------------------------------------------------------------------------
Lincoln National Corp. 3,700 135,753
- -------------------------------------------------------------------------------
Loews Corp. 500 23,720
- -------------------------------------------------------------------------------
MBIA, Inc. 900 44,631
- -------------------------------------------------------------------------------
MGIC Investment Corp. 1,500 94,500
- -------------------------------------------------------------------------------
Torchmark Corp. 3,600 130,464

- ----------
977,831

- -------------------------------------------------------------------------------
REAL ESTATE--1.6%
Equity Office Properties Trust 3,900 102,882
- -------------------------------------------------------------------------------
HEALTH CARE--1.6%
- -------------------------------------------------------------------------------
HEALTH CARE PROVIDERS & SERVICES--1.6%
Cigna Corp. 1,200 108,000
- -------------------------------------------------------------------------------
INDUSTRIALS--5.8%
- -------------------------------------------------------------------------------
AEROSPACE & DEFENSE--2.6%
Goodrich Corp. 1,300 29,003
- -------------------------------------------------------------------------------
Honeywell International, Inc. 3,600 116,496
- -------------------------------------------------------------------------------
United Technologies Corp. 400 27,800

- ----------
173,299

- -------------------------------------------------------------------------------
AIRLINES--0.4%
Delta Air Lines, Inc. 1,600 24,928
- -------------------------------------------------------------------------------
ELECTRICAL EQUIPMENT--0.7%
Rockwell Automation, Inc. 2,700 49,950

13
OPPENHEIMER TRINITY VALUE FUND

STATEMENT OF INVESTMENTS Continued

MARKET VALUE
SHARES SEE NOTE 1
- -------------------------------------------------------------------------------
MACHINERY--2.1%
Ingersoll-Rand Co., Cl. A 3,700 $ 142,043
- -------------------------------------------------------------------------------
INFORMATION TECHNOLOGY--4.1%
- -------------------------------------------------------------------------------
COMMUNICATIONS EQUIPMENT--1.1%
Motorola, Inc. 6,300 73,080
- -------------------------------------------------------------------------------
COMPUTERS & PERIPHERALS--1.3%
Hewlett-Packard Co. 6,100 86,315
- -------------------------------------------------------------------------------
IT CONSULTING & SERVICES--1.0%
Computer Sciences Corp.(1) 400 14,800
- -------------------------------------------------------------------------------
Unisys Corp.(1) 6,900 51,888

- ----------
66,688

- -------------------------------------------------------------------------------
SOFTWARE--0.7%
Computer Associates International, Inc. 5,500 51,370
- -------------------------------------------------------------------------------
MATERIALS--4.1%
- -------------------------------------------------------------------------------
CHEMICALS--0.9%
Rohm & Haas Co. 1,600 60,000
- -------------------------------------------------------------------------------
CONTAINERS & PACKAGING--1.4%
Temple-Inland, Inc. 1,800 96,660
- -------------------------------------------------------------------------------
METALS & MINING--0.4%
Allegheny Technologies, Inc. 2,800 26,796
- -------------------------------------------------------------------------------
PAPER & FOREST PRODUCTS--1.4%
International Paper Co. 2,300 91,586
- -------------------------------------------------------------------------------
TELECOMMUNICATION SERVICES--6.5%
- -------------------------------------------------------------------------------
DIVERSIFIED TELECOMMUNICATION SERVICES--6.5%
SBC Communications, Inc. 1,000 27,660
- -------------------------------------------------------------------------------
Sprint Corp. (Fon Group) 12,400 115,940
- -------------------------------------------------------------------------------
Verizon Communications, Inc. 9,000 297,000

- ----------
440,600

- -------------------------------------------------------------------------------
UTILITIES--5.5%
- -------------------------------------------------------------------------------
ELECTRIC UTILITIES--3.4%
Duke Energy Corp. 1,000 25,490
- -------------------------------------------------------------------------------
FirstEnergy Corp. 1,400 43,050
- -------------------------------------------------------------------------------
Reliant Energy, Inc. 2,100 21,126
- -------------------------------------------------------------------------------
TXU Corp. 3,300 142,329

- ----------
231,995

- -------------------------------------------------------------------------------
GAS UTILITIES--2.1%
KeySpan Corp. 1,000 34,900
- -------------------------------------------------------------------------------
Sempra Energy 4,900 103,880

- ----------
138,780

- ----------
Total Common Stocks (Cost $7,776,473) 6,471,690

14
OPPENHEIMER TRINITY VALUE FUND

PRINCIPAL MARKET VALUE
AMOUNT SEE NOTE 1
===============================================================================
JOINT REPURCHASE AGREEMENTS--1.8%
- -------------------------------------------------------------------------------
Undivided interest of 0.06% of joint repurchase agreement with Banc One
Capital Markets, Inc., 1.77%, dated 7/31/02, to be repurchased at
$212,462,446
on 8/1/02, collateralized by U.S. Treasury Bonds, 7.50%, 11/15/16, with a
value
of $110,819,035, U.S. Treasury Nts., 3.625%--6.50%, 8/31/03--2/15/10, with a
value of $71,070,747 and U.S. Treasury Bills, 12/26/02, with a value of
$34,953,398 (Cost $120,000) $120,000 $ 120,000

- -------------------------------------------------------------------------------
TOTAL INVESTMENTS, AT VALUE (COST $7,896,473) 97.9% 6,591,690
- -------------------------------------------------------------------------------
OTHER ASSETS NET OF LIABILITIES 2.1 143,159

- ---------------------
NET ASSETS 100.0% $6,734,849

=====================

FOOTNOTES TO STATEMENT OF INVESTMENTS
1. Non-income producing security.
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.

15
OPPENHEIMER TRINITY VALUE FUND

STATEMENT OF ASSETS AND LIABILITIES July 31, 2002

=============================================================================
ASSETS
- -----------------------------------------------------------------------------
Investments, at value (cost $7,896,473)
--see accompanying statement $6,591,690
- -----------------------------------------------------------------------------
Cash 905
- -----------------------------------------------------------------------------
Receivables and other assets:
Investments sold 356,900
Shares of beneficial interest sold 10,230
Interest and dividends 8,673
Other 424
------------
Total assets 6,968,822

=============================================================================
LIABILITIES
- -----------------------------------------------------------------------------
Payables and other liabilities:
Investments purchased 201,419
Legal, auditing and other professional fees 13,576
Shares of beneficial interest redeemed 11,263
Transfer and shareholder servicing agent fees 4,526
Distribution and service plan fees 1,238
Trustees' compensation 1,130
Other 821
- -----------------------------------------------------------------------------
Total liabilities 233,973

=============================================================================
NET ASSETS $6,734,849
============

=============================================================================
COMPOSITION OF NET ASSETS
- -----------------------------------------------------------------------------

Paid-in capital $ 9,030,833
- -----------------------------------------------------------------------------
Overdistributed net investment income (1,119)
- -----------------------------------------------------------------------------
Accumulated net realized loss on investment transactions (990,082)
- -----------------------------------------------------------------------------
Net unrealized depreciation on investments (1,304,783)
------------
NET ASSETS $6,734,849
============

16
OPPENHEIMER TRINITY VALUE FUND

===============================================================================
NET ASSET VALUE PER SHARE
- -------------------------------------------------------------------------------
Class A Shares:
Net asset value and redemption price per share (based on net assets
of $3,203,398 and 434,563 shares of beneficial interest outstanding)
$7.37
Maximum offering price per share (net asset value plus sales charge
of 5.75% of offering price)
$7.82
- -------------------------------------------------------------------------------
Class B Shares:
Net asset value, redemption price (excludes applicable
contingent deferred sales charge) and offering price per
share (based on net assets of $1,583,681
and 220,525 shares of beneficial interest outstanding)
$7.18
- -------------------------------------------------------------------------------
Class C Shares:
Net asset value, redemption price (excludes applicable
contingent deferred sales charge) and offering price
per share (based on net assets of $1,453,261
and 199,628 shares of beneficial interest outstanding)
$7.28
- -------------------------------------------------------------------------------
Class N Shares:
Net asset value, redemption price (excludes applicable
contingent deferred sales charge) and offering price
per share (based on net assets of $28,756 and
3,925 shares of beneficial interest outstanding)
$7.33
- -------------------------------------------------------------------------------
Class Y Shares:
Net asset value, redemption price and offering price
per share (based on net assets of $465,753 and
62,760 shares of beneficial interest outstanding)
$7.42

SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.

17
OPPENHEIMER TRINITY VALUE FUND

STATEMENT OF OPERATIONS For the Year Ended July 31, 2002

=============================================================================
INVESTMENT INCOME
- -----------------------------------------------------------------------------

Dividends (net of foreign withholding taxes of $1,424) $ 159,032
- -----------------------------------------------------------------------------
Interest 4,570
-------------
Total investment income 163,602

=============================================================================
EXPENSES
- -----------------------------------------------------------------------------

Management fees 58,407
- -----------------------------------------------------------------------------
Distribution and service plan fees:
Class A 7,879
Class B 19,076
Class C 16,996
Class N 60
- -----------------------------------------------------------------------------
Transfer and shareholder servicing agent fees:
Class A 16,627
Class B 8,653
Class C 7,651
Class N 58
Class Y 3,206
- -----------------------------------------------------------------------------
Shareholder reports 15,588
- -----------------------------------------------------------------------------
Legal, auditing and other professional fees 10,559
- -----------------------------------------------------------------------------
Trustees' compensation 393
- -----------------------------------------------------------------------------
Custodian fees and expenses 59
- -----------------------------------------------------------------------------
Other 2,292
-------------
Total expenses 167,504
Less reduction to custodian expenses (59)
Less voluntary waiver of transfer and
shareholder servicing agent fees--Class A, B, C and N (4,161)
Less voluntary waiver of transfer and shareholder
servicing agent fees--Class Y (1,976)
-------------
Net expenses 161,308

=============================================================================
NET INVESTMENT INCOME 2,294

=============================================================================
REALIZED AND UNREALIZED LOSS
- -----------------------------------------------------------------------------
Net realized loss on investments (990,083)
- -----------------------------------------------------------------------------
Net change in unrealized depreciation on investments (1,231,628)
-------------
Net realized and unrealized loss (2,221,711)
=============================================================================

NET DECREASE IN NET ASSETS RESULTING FROM OPERATIONS $(2,219,417)
=============

SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.

18
OPPENHEIMER TRINITY VALUE FUND

STATEMENTS OF CHANGES IN NET ASSETS

YEAR ENDED JULY 31, 2002 2001
===============================================================================
OPERATIONS

Net investment income (loss) $ 2,294 $ (6,728)
- -------------------------------------------------------------------------------
Net realized gain (loss) (990,083) 471,500
- -------------------------------------------------------------------------------
Net change in unrealized depreciation (1,231,628) (91,051)

- ---------------------------
Net increase (decrease) in net
assets resulting from operations (2,219,417) 373,721

===============================================================================
DIVIDENDS AND/OR DISTRIBUTIONS TO SHAREHOLDERS

Distributions from net realized gain:
Class A (147,195) --
Class B (76,463) --
Class C (64,231) --
Class N (159) --
Class Y (18,823) --
- -------------------------------------------------------------------------------
Distributions in excess of net realized gain:
Class A (908) --
Class B (470) --
Class C (419) --
Class N (3) --
Class Y (119) --

===============================================================================
BENEFICIAL INTEREST TRANSACTIONS

Net increase (decrease) in net assets resulting
from beneficial interest transactions:
Class A 523,137 (209,502)
Class B 268,164 1,253,766
Class C (88,170) 1,208,524
Class N 34,262 1,000
Class Y 199,771 405,383

===============================================================================
NET ASSETS

Total increase (decrease) (1,591,043) 3,032,892
- -------------------------------------------------------------------------------
Beginning of period 8,325,892 5,293,000

- ---------------------------
End of period [including undistributed
(overdistributed) net investment
income of $(1,119) and $901, respectively] $6,734,849 $8,325,892

===========================

SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.

19
OPPENHEIMER TRINITY VALUE FUND

FINANCIAL HIGHLIGHTS

============================

20
OPPENHEIMER TRINITY VALUE FUND

============================

=======================================================================================
RATIOS/SUPPLEMENTAL DATA
- ---------------------------------------------------------------------------------------
Net assets, end of period (in thousands) $1,584
$1,927 $643
- ---------------------------------------------------------------------------------------
Average net assets (in thousands) $1,907
$1,329 $235
- ---------------------------------------------------------------------------------------
Ratios to average net assets:(4)
Net investment loss (0.42)%
(0.52)% (0.36)%
Expenses 2.57%
2.57% 2.41%
Expenses, net of reduction to custodian expenses
and/or voluntary waiver of transfer agent fees 2.51%
2.57% 2.35%
- ---------------------------------------------------------------------------------------
Portfolio turnover rate 133%
207% 285%

SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.

21
OPPENHEIMER TRINITY VALUE FUND

FINANCIAL HIGHLIGHTS Continued

============================

=======================================================================================
RATIOS/SUPPLEMENTAL DATA
- ---------------------------------------------------------------------------------------
Net assets, end of period (in thousands) $1,453
$2,102 $851
- ---------------------------------------------------------------------------------------
Average net assets (in thousands) $1,698
$1,878 $260
Ratios to average net assets:(4)
Net investment loss (0.40)%
(0.44)% (0.36)%
Expenses 2.57%
2.56% 2.41%
Expenses, net of reduction to custodian expenses
and/or voluntary waiver of transfer agent fees 2.51%
2.56% 2.35%
- ---------------------------------------------------------------------------------------
Portfolio turnover rate 133%
207% 285%

SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.

22
OPPENHEIMER TRINITY VALUE FUND

SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.

23
OPPENHEIMER TRINITY VALUE FUND

FINANCIAL HIGHLIGHTS Continued

============================

=======================================================================================
RATIOS/SUPPLEMENTAL DATA
- ---------------------------------------------------------------------------------------
Net assets, end of period (in thousands) $466
$427 $1
- ---------------------------------------------------------------------------------------
Average net assets (in thousands) $484
$119 $1
Ratios to average net assets:(4)
Net investment income 0.78%
0.53% 0.62%
Expenses 1.78%
2.44%(5) 1.42%
Expenses, net of reduction to custodian expenses
and/or voluntary waiver of transfer agent fees 1.37%
1.43% 1.37%
- ---------------------------------------------------------------------------------------
Portfolio turnover rate 133%
207% 285%

SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.

24
OPPENHEIMER TRINITY VALUE FUND

NOTES TO FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------

================================================================================
1. SIGNIFICANT ACCOUNTING POLICIES
Oppenheimer Trinity Value Fund (the Fund) is registered under the Investment
Company Act of 1940, as amended, as an open-end management investment
company.
The Fund's investment objective is to seek long-term growth of capital. The
Fund's investment advisor is OppenheimerFunds, Inc. (the Manager).
The Fund offers Class A, Class B, Class C, Class N and Class Y shares.
Class
A shares are sold at their offering price, which is normally net asset value
plus a front-end sales charge. Class B, Class C and Class N shares are sold
without a front-end sales charge but may be subject to a contingent deferred
sales charge (CDSC). Class N shares are sold only through retirement plans.
Retirement plans that offer Class N shares may impose charges on those
accounts. Class Y shares are sold to certain institutional investors without
either a front-end sales charge or a CDSC. All classes of shares have
identical
rights and voting privileges. Earnings, net assets and net asset value per
share may differ by minor amounts due to each class having its own expenses
directly attributable to that class. Classes A, B, C and N have separate
distribution and/or service plans. No such plan has been adopted for Class Y
shares. Class B shares will automatically convert to Class A shares six years
after the date of purchase.
The following is a summary of significant accounting policies consistently
followed by the Fund.

- --------------------------------------------------------------------------------
SECURITIES VALUATION. Securities listed or traded on National Stock Exchanges
or other domestic or foreign exchanges are valued based on the last sale
price
of the security traded on that exchange prior to the time when the Fund's
assets are valued. In the absence of a sale, the security is valued at the
last
sale price on the prior trading day, if it is within the spread of the
closing
bid and asked prices, and if not, at the closing bid price. Securities
(including restricted securities) for which quotations are not readily
available are valued primarily using dealer-supplied valuations, a portfolio
pricing service authorized by the Board of Trustees, or at their fair value.
Fair value is determined in good faith under consistently applied procedures
under the supervision of the Board of Trustees. Short-term "money market
type"
debt securities with remaining maturities of sixty days or less are valued at
amortized cost (which approximates market value).

- --------------------------------------------------------------------------------
JOINT REPURCHASE AGREEMENTS. The Fund, along with other affiliated funds
managed by the Manager, may transfer uninvested cash balances into one or
more
joint repurchase agreement accounts. These balances are invested in one or
more
repurchase agreements, secured by U.S. government securities. Securities
pledged as collateral for repurchase agreements are held by a custodian bank
until the agreements mature. Each agreement requires that the market value of
the collateral be sufficient to cover payments of interest and principal;
however, in the event of default by the other party to the agreement,
retention
of the collateral may be subject to legal proceedings.

25
OPPENHEIMER TRINITY VALUE FUND

NOTES TO FINANCIAL STATEMENTS Continued
- --------------------------------------------------------------------------------

================================================================================
1. SIGNIFICANT ACCOUNTING POLICIES Continued
ALLOCATION OF INCOME, EXPENSES, GAINS AND LOSSES. Income, expenses (other
than
those attributable to a specific class), gains and losses are allocated daily
to each class of shares based upon the relative proportion of net assets
represented by such class. Operating expenses directly attributable to a
specific class are charged against the operations of that class.

- --------------------------------------------------------------------------------
FEDERAL TAXES. The Fund intends to continue to comply with provisions of the
Internal Revenue Code applicable to regulated investment companies and to
distribute all of its taxable income, including any net realized gain on
investments not offset by capital loss carryforwards, if any, to
shareholders.
Therefore, no federal income or excise tax provision is required.
As of July 31, 2002, the Fund had approximately $714,000 of post-October
losses available to offset future capital gains, if any. Such losses, if
unutilized, will expire in 2011.

As of July 31, 2002, the Fund had available for federal income tax purposes
an
unused capital loss carryforward as follows:

EXPIRING
-----------------------
2010 $275,923

- --------------------------------------------------------------------------------
TRUSTEES' COMPENSATION. The Fund has adopted an unfunded retirement plan for
the Fund's independent trustees. Benefits are based on years of service and
fees paid to each trustee during the years of service. During the year ended
July 31, 2002, the Fund's projected benefit obligations were increased by
$218,
resulting in an accumulated liability of $1,120 as of July 31, 2002.
The Board of Trustees has adopted a deferred compensation plan for
independent trustees that enables trustees to elect to defer receipt of all
or
a portion of annual compensation they are entitled to receive from the Fund.
Under the plan, the compensation deferred is periodically adjusted as though
an
equivalent amount had been invested for the Board of Trustees in shares of
one
or more Oppenheimer funds selected by the trustee. The amount paid to the
Board
of Trustees under the plan will be determined based upon the performance of
the
selected funds. Deferral of trustees' fees under the plan will not affect the
net assets of the Fund, and will not materially affect the Fund's assets,
liabilities or net investment income per share.

- --------------------------------------------------------------------------------
DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS. Dividends and distributions to
shareholders, which are determined in accordance with income tax regulations,
are recorded on the ex-dividend date.

26
OPPENHEIMER TRINITY VALUE FUND

- --------------------------------------------------------------------------------
CLASSIFICATION OF DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS. Net investment
income (loss) and net realized gain (loss) may differ for financial statement
and tax purposes. The character of dividends and distributions made during
the
fiscal year from net investment income or net realized gains may differ from
their ultimate characterization for federal income tax purposes. Also, due to
timing of dividends and distributions, the fiscal year in which amounts are
distributed may differ from the fiscal year in which the income or net
realized
gain was recorded by the Fund.
The Fund adjusts the classification of distributions to shareholders to
reflect the differences between financial statement amounts and distributions
determined in accordance with income tax regulations. Accordingly, during the
year ended July 31, 2002, amounts have been reclassified to reflect a
decrease
in paid-in capital of $1,919, a decrease in undistributed net investment
income
of $2,512, and a decrease in accumulated net realized loss on investments of
$4,431. Net assets of the Fund were unaffected by the reclassifications.

The tax character of distributions paid during the years ended July 31, 2002
and July 31, 2001 was as follows:
YEAR ENDED YEAR ENDED
JULY 31, 2002 JULY 31, 2001
---------------------------------------------------------------
Distributions paid from:
Ordinary income $272,232 $--
Long-term capital gain 34,639 --
Distribution in excess of
net realized gain 1,919 --
--------------------------
Total $308,790 $--
==========================

As of July 31, 2002, the components of distributable earnings on a tax basis
were as follows:

Overdistributed net investment income $ (1,119)
Accumulated net realized loss (990,082)
Net unrealized depreciation (1,304,783)
------------
Total $(2,295,984)
============

- --------------------------------------------------------------------------------
INVESTMENT INCOME. Dividend income is recorded on the ex-dividend date or
upon
ex-dividend notification in the case of certain foreign dividends where the
ex-dividend date may have passed. Non-cash dividends included in dividend
income, if any, are recorded at the fair market value of the securities
received. Interest income, which includes accretion of discount and
amortization of premium, is accrued as earned.

- --------------------------------------------------------------------------------
SECURITY TRANSACTIONS. Security transactions are recorded on the trade date.
Realized gains and losses on securities sold are
determined on the basis of identified cost.

- --------------------------------------------------------------------------------
OTHER. The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported amounts
of assets and liabilities and disclosure of contingent assets and liabilities
at the date of the financial statements and the reported amounts of income
and
expenses during the reporting period. Actual results could differ from those
estimates.

27
OPPENHEIMER TRINITY VALUE FUND

NOTES TO FINANCIAL STATEMENTS Continued
- --------------------------------------------------------------------------------

================================================================================
2. SHARES OF BENEFICIAL INTEREST
The Fund has authorized an unlimited number of no par value shares of
beneficial interest of each class. Transactions in shares of beneficial
interest were as follows:

YEAR ENDED JULY 31, 2002 YEAR ENDED JULY 31,
2001(1)
SHARES AMOUNT SHARES
AMOUNT
- -----------------------------------------------------------------------------------
CLASS A

Sold 410,692 $ 3,730,247 273,333 $
2,806,407
Dividends and/or
distributions reinvested 15,038 136,703
- -- --
Redeemed (372,142) (3,343,813) (291,090)
(3,015,909)

- ------------------------------------------------------
Net increase (decrease) 53,588 $ 523,137 (17,757) $
(209,502)

======================================================
- -----------------------------------------------------------------------------------
CLASS B
Sold 165,784 $ 1,473,693 149,624 $
1,502,377
Dividends and/or
distributions reinvested 7,752 69,074
- -- --
Redeemed (146,138) (1,274,603) (24,547)
(248,611)

- ------------------------------------------------------
Net increase 27,398 $ 268,164 125,077
$1,253,766

======================================================

- -----------------------------------------------------------------------------------
CLASS C
Sold 199,337 $ 1,768,749 212,420 $
2,151,290
Dividends and/or
distributions reinvested 6,345 57,299
- -- --
Redeemed (213,979) (1,914,218) (93,423)
(942,766)

- ------------------------------------------------------
Net increase (decrease) (8,297) $ (88,170) 118,997
$1,208,524

======================================================

- -----------------------------------------------------------------------------------
CLASS N
Sold 4,004 $ 35,798 100 $
1,000
Dividends and/or
distributions reinvested 13 123
- -- --
Redeemed (192) (1,659)
- -- --

- ------------------------------------------------------
Net increase 3,825 $ 34,262 100 $
1,000

======================================================

- -----------------------------------------------------------------------------------
CLASS Y
Sold 28,239 $ 258,879 42,874 $
415,991
Dividends and/or
distributions reinvested 2,070 18,902
- -- --
Redeemed (9,491) (78,010) (1,032)
(10,608)

- ------------------------------------------------------
Net increase 20,818 $ 199,771 41,842 $
405,383

======================================================

1. For the year ended July 31, 2001, for Class A, B, C and Y shares and for
the
period from March 1, 2001 (inception of offering) to July 31, 2001, for
Class N
shares.

28
OPPENHEIMER TRINITY VALUE FUND

================================================================================
3. PURCHASES AND SALES OF SECURITIES
The aggregate cost of purchases and proceeds from sales of securities, other
than short-term obligations, for the year ended July 31, 2002, were
$10,692,268
and $10,012,988, respectively.

As of July 31, 2002, unrealized appreciation (depreciation) based on cost of
securities for federal income tax purposes of $7,896,473 was composed of:

Gross unrealized appreciation$ 108,758
Gross unrealized depreciation (1,413,541)
------------
Net unrealized depreciation $(1,304,783)
============

The difference between book-basis and tax-basis unrealized appreciation
and
depreciation is attributable primarily to the tax deferral of losses on wash
sales, or return of capital dividends, and the realization for tax purposes
of
unrealized gain (loss) on certain futures contracts, investments in passive
foreign investment companies, and forward foreign currency exchange
contracts.

================================================================================
4. FEES AND OTHER TRANSACTIONS WITH AFFILIATES
MANAGEMENT FEES. Management fees paid to the Manager were in accordance with
the investment advisory agreement with the Fund which provides for a fee of
0.75% of the first $200 million of average annual net assets of the Fund,
0.72%
of the next $200 million, 0.69% of the next $200 million, 0.66% of the next
$200 million, and 0.60% of average annual net assets in excess of $800
million.
The Fund's management fee for the year ended July 31, 2002 was an annualized
rate of 0.75%.

- --------------------------------------------------------------------------------
TRANSFER AGENT FEES. OppenheimerFunds Services (OFS), a division of the
Manager, acts as the transfer and shareholder servicing agent
for the Fund. The Fund pays OFS a $19.75 per account fee.
Additionally, Class Y shares are subject to minimum fees of $5,000 for
assets of less than $10 million and $10,000 for assets of $10 million or
more.
The Class Y shares are subject to the minimum fees in the event that the per
account fee does not equal or exceed the applicable minimum fees. OFS may
voluntarily waive the minimum fees.
OFS has voluntarily agreed to limit transfer and shareholder servicing
agent
fees up to an annual rate of 0.25% of average net assets of Class Y shares
and
for all other classes, up to an annual rate of 0.35% of average net assets of
each class. This undertaking may be amended or withdrawn at any time.

- --------------------------------------------------------------------------------
SUB-ADVISOR FEES. The Manager pays Trinity Investment Management Corporation
(the Sub-Advisor) based on the fee schedule set forth in the Prospectus. For
the year ended July 31, 2002, the Manager paid $19,731 to the Sub-Advisor.

29
OPPENHEIMER TRINITY VALUE FUND

NOTES TO FINANCIAL STATEMENTS Continued

================================================================================
4. FEES AND OTHER TRANSACTIONS WITH AFFILIATES Continued
DISTRIBUTION AND SERVICE PLAN (12B-1) FEES. Under its General Distributor's
Agreement with the Manager, OppenheimerFunds Distributor,
Inc. (the Distributor) acts as the Fund's principal underwriter in the
continuous public offering of the different classes of shares
of the Fund.

The compensation paid to (or retained by) the Distributor from the sale of
shares or on the redemption of shares is shown in the table below for the
period indicated.

AGGREGATE CLASS A CONCESSIONS
CONCESSIONS CONCESSIONS CONCESSIONS
FRONT-END FRONT-END ON CLASS A ON CLASS
B ON CLASS C ON CLASS N
SALES CHARGES SALES CHARGES SHARES
SHARES SHARES SHARES
ON CLASS A RETAINED BY ADVANCED BY ADVANCED
BY ADVANCED BY ADVANCED BY
YEAR ENDED SHARES DISTRIBUTOR DISTRIBUTOR(1) DISTRIBUTOR(1)
DISTRIBUTOR(1) DISTRIBUTOR(1)
- -------------------------------------------------------------------------------------------------------------

July 31, 2002 $30,204 $13,553 $456
$22,980 $7,657 $328

1. The Distributor advances concession payments to dealers for certain sales
of
Class A shares and for sales of Class B, Class C and Class N shares from its
own resources at the time of sale.

CLASS A CLASS B CLASS C CLASS N
CONTINGENT CONTINGENT CONTINGENT CONTINGENT
DEFERRED DEFERRED DEFERRED DEFERRED
SALES CHARGES SALES CHARGES SALES CHARGES SALES CHARGES
RETAINED BY RETAINED BY RETAINED BY RETAINED BY
YEAR ENDED DISTRIBUTOR DISTRIBUTOR DISTRIBUTOR DISTRIBUTOR
- -----------------------------------------------------------------------------
July 31, 2002 $-- $5,446 $234 $14

- --------------------------------------------------------------------------------
SERVICE PLAN FOR CLASS A SHARES. The Fund has adopted a Service Plan for
Class
A Shares. It reimburses the Distributor for a portion of its costs incurred
for
services provided to accounts that hold Class A shares. Reimbursement is made
quarterly at an annual rate of up to 0.25% of the average annual net assets
of
Class A shares of the Fund. For the year ended July 31, 2002 , payments under
the Class A Plan totaled $7,878, all of which were paid by the Distributor to
recipients, and included $1,654 paid to an affiliate of the Manager. Any
unreimbursed expenses the Distributor incurs with respect to Class A shares
in
any fiscal year cannot be recovered in subsequent years.

- --------------------------------------------------------------------------------
DISTRIBUTION AND SERVICE PLANS FOR CLASS B, CLASS C AND CLASS N SHARES. The
Fund has adopted Distribution and Service Plans for Class B, Class C and
Class
N shares. Under the plans, the Fund pays the Distributor an annual
asset-based
sales charge of 0.75% per year on Class B shares and on Class C shares and
the
Fund pays the Distributor an annual asset-based sales charge of 0.25% per
year
on Class N shares. The Distributor also receives a service fee of 0.25% per
year under each plan.

Distribution fees paid to the Distributor for the year ended July 31, 2002,
were as follows:

DISTRIBUTOR'S
DISTRIBUTOR'S AGGREGATE
AGGREGATE UNREIMBURSED
UNREIMBURSED EXPENSES AS %
TOTAL PAYMENTS AMOUNT RETAINED EXPENSES OF NET ASSETS
UNDER PLAN BY DISTRIBUTOR UNDER PLAN OF CLASS
- ----------------------------------------------------------------------------
Class B Plan $19,076 $15,799 $43,550 2.75%
Class C Plan 16,996 7,101 24,922 1.71
Class N Plan 61 58 513 1.78

30
OPPENHEIMER TRINITY VALUE FUND

================================================================================
5. BANK BORROWINGS
The Fund may borrow from a bank for temporary or emergency purposes
including,
without limitation, funding of shareholder redemptions provided asset
coverage
for borrowings exceeds 300%. The Fund has entered into an agreement which
enables it to participate with other Oppenheimer funds in an unsecured line
of
credit with a bank, which permits borrowings up to $400 million,
collectively.
Interest is charged to each fund, based on its borrowings, at a rate equal to
the Federal Funds Rate plus 0.45%. Borrowings are payable within 30 days
after
such loan is executed. The Fund also pays a commitment fee equal to its pro
rata share of the average unutilized amount of the credit facility at a rate
of
0.08% per annum.
The Fund had no borrowings outstanding during the year ended or at July
31,
2002.

STATEMENT OF INVESTMENTS January
31, 2003 / Unaudited

Market Value

Shares See Note 1
- -------------------------------------------------------------------------------------

Common Stocks--97.4%
- -------------------------------------------------------------------------------------
Consumer Discretionary--20.4%
- -------------------------------------------------------------------------------------
Auto Components--1.3%
Johnson Controls,
Inc. 2,000 $
161,540
- -------------------------------------------------------------------------------------
Automobiles--2.6%
Ford Motor
Co.
5,800 52,838
- -------------------------------------------------------------------------------------
General Motors
Corp. 7,000
254,310

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

307,148

- -------------------------------------------------------------------------------------
Hotels, Restaurants & Leisure--1.9%
Carnival
Corp.
5,200 125,320
- -------------------------------------------------------------------------------------
Harrah's Entertainment, Inc.
1 1,600 58,048
- -------------------------------------------------------------------------------------
Marriott International, Inc., Cl.
A 1,300 40,560

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

223,928

- -------------------------------------------------------------------------------------
Household Durables--2.3%
Centex
Corp.
1,100 58,212
- -------------------------------------------------------------------------------------
Fortune Brands,
Inc. 2,900
127,803
- -------------------------------------------------------------------------------------
Leggett & Platt,
Inc. 4,200
84,840

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

270,855

- -------------------------------------------------------------------------------------
Media--6.5%
Gannett Co.,
Inc.
2,500 181,650
- -------------------------------------------------------------------------------------
Tribune
Co.
3,100 150,040
- -------------------------------------------------------------------------------------
Viacom, Inc., Cl. B
1 11,700
451,035

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

782,725

- -------------------------------------------------------------------------------------
Multiline Retail--1.9%
Nordstrom,
Inc.
1,500 27,060
- -------------------------------------------------------------------------------------
Sears Roebuck &
Co. 7,600
201,020

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

228,080

- -------------------------------------------------------------------------------------
Specialty Retail--3.4%
Home Depot,
Inc.
13,200 275,880
- -------------------------------------------------------------------------------------
Office Depot, Inc.
1 9,400
125,490

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

401,370

- -------------------------------------------------------------------------------------
Textiles & Apparel--0.5%
Jones Apparel Group, Inc.
1 1,900 62,092
- -------------------------------------------------------------------------------------
Energy--13.3%
- -------------------------------------------------------------------------------------
Energy Equipment & Services--0.8%
Transocean,
Inc.
4,100 93,357
- -------------------------------------------------------------------------------------
Oil & Gas--12.5%
Anadarko Petroleum
Corp. 1,600
73,776
- -------------------------------------------------------------------------------------
Apache
Corp.
660 41,191

9 | OPPENHEIMER TRINITY VALUE FUND

STATEMENT OF INVESTMENTS Unaudited / Continued

Market Value

Shares See Note 1
- -------------------------------------------------------------------------------------

Oil & Gas Continued
ChevronTexaco
Corp. 6,800 $
437,920
- -------------------------------------------------------------------------------------

ConocoPhillips
7,200 346,968
- -------------------------------------------------------------------------------------
Devon Energy
Corp.
2,200 99,660
- -------------------------------------------------------------------------------------
Exxon Mobil
Corp.
13,100 447,365
- -------------------------------------------------------------------------------------
Marathon Oil
Corp.
2,400 50,160

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

1,497,040

- -------------------------------------------------------------------------------------
Financials--35.1%
- -------------------------------------------------------------------------------------
Banks--11.3%
Bank of America
Corp. 7,900
553,395
- -------------------------------------------------------------------------------------
Comerica,
Inc.
2,900 117,450
- -------------------------------------------------------------------------------------
SunTrust Banks,
Inc. 2,700
152,955
- -------------------------------------------------------------------------------------
Synovus Financial
Corp. 2,900
56,057
- -------------------------------------------------------------------------------------
Washington Mutual,
Inc. 7,700
265,265
- -------------------------------------------------------------------------------------
Wells Fargo
Co.
4,400 208,428

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

1,353,550

- -------------------------------------------------------------------------------------
Diversified Financials--12.3%
Capital One Financial
Corp. 8,000 248,400
- -------------------------------------------------------------------------------------
Citigroup,
Inc.
22,200 763,236
- -------------------------------------------------------------------------------------
Countrywide Financial
Corp. 1,100 60,676
- -------------------------------------------------------------------------------------
MBNA
Corp.
16,000 269,280
- -------------------------------------------------------------------------------------
Merrill Lynch & Co.,
Inc. 1,500 52,530
- -------------------------------------------------------------------------------------
Morgan
Stanley
2,000 75,800

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

1,469,922

- -------------------------------------------------------------------------------------
Insurance--11.5%
ACE
Ltd.
9,600 282,720
- -------------------------------------------------------------------------------------
AMBAC Financial Group,
Inc. 1,000 53,570
- -------------------------------------------------------------------------------------
American International Group,
Inc. 11,700 633,204
- -------------------------------------------------------------------------------------
Hartford Financial Services Group,
Inc. 2,000 83,360
- -------------------------------------------------------------------------------------
MBIA,
Inc.
900 36,882
- -------------------------------------------------------------------------------------
MGIC Investment
Corp. 3,500
150,955
- -------------------------------------------------------------------------------------
Torchmark
Corp.
3,600 129,240

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

1,369,931

- -------------------------------------------------------------------------------------
Health Care--0.8%
- -------------------------------------------------------------------------------------
Health Care Providers & Services--0.8%
Cigna
Corp.
2,000 87,340
- -------------------------------------------------------------------------------------
Industrials--5.0%
- -------------------------------------------------------------------------------------
Aerospace & Defense--2.8%
Northrop Grumman
Corp. 1,300
118,833
- -------------------------------------------------------------------------------------
United Technologies
Corp. 3,300
209,814

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

328,647

10 | OPPENHEIMER TRINITY VALUE FUND

Market Value

Shares See Note 1
- -------------------------------------------------------------------------------------

Commercial Services & Supplies--0.5%
Cendant Corp.
1 5,600
$ 62,048
- -------------------------------------------------------------------------------------
Electrical Equipment--0.5%
Rockwell Automation,
Inc. 2,700 62,235
- -------------------------------------------------------------------------------------
Machinery--1.2%
Ingersoll-Rand Co., Cl.
A 3,700 145,262
- -------------------------------------------------------------------------------------
Information Technology--5.1%
- -------------------------------------------------------------------------------------
Communications Equipment--1.2%
Motorola,
Inc.
17,400 138,852
- -------------------------------------------------------------------------------------
Computers & Peripherals--2.6%
Hewlett-Packard
Co. 17,700
308,157
- -------------------------------------------------------------------------------------
IT Consulting & Services--0.7%
Computer Sciences Corp.
1 400 12,240
- -------------------------------------------------------------------------------------
Electronic Data Systems
Corp. 500 8,475
- -------------------------------------------------------------------------------------
Unisys Corp.
1
6,900 64,308

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

85,023

- -------------------------------------------------------------------------------------
Software--0.6%
Computer Associates International,
Inc. 5,500 73,535
- -------------------------------------------------------------------------------------
Materials--5.5%
- -------------------------------------------------------------------------------------
Chemicals--2.2%
Du Pont (E.I.) de Nemours &
Co. 5,500 208,285
- -------------------------------------------------------------------------------------
Rohm & Haas
Co.
1,600 49,360

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

257,645

- -------------------------------------------------------------------------------------
Containers & Packaging--0.6%
Temple-Inland,
Inc. 1,800
77,796
- -------------------------------------------------------------------------------------
Metals & Mining--2.0%
Alcoa,
Inc.
5,200 102,804
- -------------------------------------------------------------------------------------
United States Steel
Corp. 7,000
100,450
- -------------------------------------------------------------------------------------
Worthington Industries,
Inc. 2,500 37,925

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

241,179

- -------------------------------------------------------------------------------------
Paper & Forest Products--0.7%
International Paper
Co. 2,300
82,110
- -------------------------------------------------------------------------------------
Telecommunication Services--7.5%
- -------------------------------------------------------------------------------------
Diversified Telecommunication Services--6.5%
CenturyTel,
Inc.
8,100 245,673
- -------------------------------------------------------------------------------------
Citizens Communications Co.
1 17,300 169,367
- -------------------------------------------------------------------------------------
SBC Communications,
Inc. 5,200
127,088
- -------------------------------------------------------------------------------------
Sprint Corp. (Fon
Group) 18,900
229,446

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

771,574

- -------------------------------------------------------------------------------------
Wireless Telecommunication Services--1.0%
AT&T
Corp.
6,200 120,776

11 | OPPENHEIMER TRINITY VALUE FUND

STATEMENT OF INVESTMENTS Unaudited / Continued

Market Value

Shares See Note 1
- -------------------------------------------------------------------------------------

Utilities--4.7%
- -------------------------------------------------------------------------------------
Electric Utilities--3.6%
Entergy
Corp.
700 $ 31,115
- -------------------------------------------------------------------------------------
Exelon
Corp.
3,000 152,790
- -------------------------------------------------------------------------------------
FirstEnergy
Corp.
1,400 43,680
- -------------------------------------------------------------------------------------
FPL Group,
Inc.
1,600 93,424
- -------------------------------------------------------------------------------------
Progress Energy,
Inc. 1,100
44,451
- -------------------------------------------------------------------------------------
Public Service Enterprise Group,
Inc. 1,800 63,504

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

428,964

- -------------------------------------------------------------------------------------
Gas Utilities--1.1%
KeySpan
Corp.
500 17,000
- -------------------------------------------------------------------------------------
Sempra
Energy
4,900 118,090

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

135,090

- --------------
Total Common Stocks (Cost
$12,966,824) 11,627,771

Principal

Amount
- -------------------------------------------------------------------------------------
Joint Repurchase Agreements--2.4%

Undivided interest of 0.57% in joint repurchase
agreement (Market Value $461,812,000) with Banc One
Capital Markets, Inc., 1.26%, dated 1/31/03, to be
repurchased at $288,030 on 2/3/03, collateralized by
U.S. Treasury Nts., 5.50%--6.75%, 5/31/03--5/15/05, with
a value of $109,835,250, U.S. Treasury Bonds,
2.125%--9.375%, 5/31/04--2/15/06, with a value of
$352,849,233 and U.S. Treasury Bills, 2/20/03, with a
value of $8,743,488
(Cost $288,000)
$288,000 288,000

- -------------------------------------------------------------------------------------
Total Investments, at Value (Cost
$13,254,824) 99.8% 11,915,771
- -------------------------------------------------------------------------------------
Other Assets Net of
Liabilities 0.2
23,673

- ----------------------------
Net
Assets
100.0% $11,939,444

============================

Footnotes to Statement of Investments

1. Non-income producing security.

See accompanying Notes to Financial Statements.

12 | OPPENHEIMER TRINITY VALUE FUND

STATEMENT OF ASSETS AND LIABILITIES Unaudited

January 31, 2003

- -------------------------------------------------------------------------------
Assets

Investments, at value (cost $13,254,824)--
see accompanying
statement $11,915,771
- -------------------------------------------------------------------------------

Cash
809
- -------------------------------------------------------------------------------
Receivables and other assets:
Investments
sold
83,782
Shares of beneficial interest
sold 17,811
Interest and
dividends
13,778

Other
788

- --------------
Total
assets
12,032,739

- -------------------------------------------------------------------------------
Liabilities

Payables and other liabilities:
Investments
purchased
73,349
Shares of beneficial interest
redeemed 7,587
Transfer and shareholder servicing agent
fees 2,713
Distribution and service plan
fees 2,366
Shareholder
reports
1,626
Trustees'
compensation
1,310

Other
4,344

- --------------
Total
liabilities
93,295

- -------------------------------------------------------------------------------
Net
Assets
$11,939,444

==============

- -------------------------------------------------------------------------------
Composition of Net Assets

Paid-in
capital
$14,726,440
- -------------------------------------------------------------------------------
Accumulated net investment
income 17,532
- -------------------------------------------------------------------------------
Accumulated net realized loss on investment
transactions (1,465,475)
- -------------------------------------------------------------------------------
Net unrealized depreciation on
investments (1,339,053)

- --------------
Net
Assets
$11,939,444

==============

13 | OPPENHEIMER TRINITY VALUE FUND

STATEMENT OF ASSETS AND LIABILITIES Unaudited / Continued

- -------------------------------------------------------------------------------
Net Asset Value Per Share

Class A Shares:
Net asset value and redemption price per
share (based on net assets of
$5,998,675 and 863,358 shares of beneficial
interest
outstanding)
$6.95
Maximum offering price per share (net
asset value plus sales charge of
5.75% of offering
price) $7.37
- -------------------------------------------------------------------------------
Class B Shares:
Net asset value, redemption price (excludes
applicable contingent deferred sales
charge) and offering price per share (based on
net assets of $2,990,350 and 443,661
shares of beneficial interest
outstanding) $6.74
- -------------------------------------------------------------------------------
Class C Shares:
Net asset value, redemption price (excludes
applicable contingent deferred
sales charge) and offering price per share
(based on net assets of $2,302,090
and 336,922 shares of beneficial interest
outstanding) $6.83
- -------------------------------------------------------------------------------
Class N Shares:
Net asset value, redemption price (excludes
applicable contingent deferred
sales charge) and offering price per share
(based on net assets of $177,929
and 25,795 shares of beneficial interest
outstanding) $6.90
- -------------------------------------------------------------------------------
Class Y Shares:
Net asset value, redemption price and
offering price per share (based on
net assets of $470,400 and 67,003 shares
of beneficial interest
outstanding) $7.02

See accompanying Notes to Financial Statements.

14 | OPPENHEIMER TRINITY VALUE FUND

STATEMENT OF OPERATIONS Unaudited

For the Six Months Ended January 31, 2003
- -----------------------------------------------------------------------------
Investment Income

Dividends
$ 118,082
- -----------------------------------------------------------------------------

Interest
3,834

- -------------
Total investment
income 121,916

- -----------------------------------------------------------------------------
Expenses
Management
fees
36,079
- -----------------------------------------------------------------------------
Distribution and service plan fees:
Class
A
5,196
Class
B
11,632
Class
C
9,674
Class
N
327
- -----------------------------------------------------------------------------
Transfer and shareholder servicing agent fees:
Class
A
8,268
Class
B
6,174
Class
C
4,085
Class
N
203
- -----------------------------------------------------------------------------
Shareholder
reports
21,936
- -----------------------------------------------------------------------------
Trustees'
compensation
251
- -----------------------------------------------------------------------------
Custodian fees and
expenses 16
- -----------------------------------------------------------------------------

Other
5,857

- -------------
Total
expenses
109,698
Less reduction to custodian
expenses (16)
Less voluntary waiver of transfer and shareholder
servicing agent fees-- Classes A, B, C and
N (6,011)
Less voluntary waiver of management
fees (406)

- -------------
Net
expenses
103,265

- -----------------------------------------------------------------------------
Net Investment
Income 18,651

- -----------------------------------------------------------------------------
Realized and Unrealized Loss

Net realized loss on
investments (475,393)
- -----------------------------------------------------------------------------
Net change in unrealized depreciation on
investments (34,270)

- -------------
Net realized and unrealized
loss (509,663)

- -----------------------------------------------------------------------------
Net Decrease in Net Assets Resulting from
Operations $(491,012)

=============

See accompanying Notes to Financial Statements.

15 | OPPENHEIMER TRINITY VALUE FUND

STATEMENTS OF CHANGES IN NET ASSETS

Six Months Year

Ended Ended
January
31, 2003 July 31,

(Unaudited) 2002
- -----------------------------------------------------------------------------------------------

Operations
Net investment income
$ 18,651 $ 2,294
- -----------------------------------------------------------------------------------------------
Net realized loss
(475,393) (990,083)
- -----------------------------------------------------------------------------------------------
Net change in unrealized
depreciation (34,270)
(1,231,628)

- ----------------------------------------
Net decrease in net assets resulting from operations
(491,012) (2,219,417)

- -----------------------------------------------------------------------------------------------
Dividends and/or Distributions to Shareholders
Distributions from net realized gain:
Class
A
- -- (147,195)
Class
B
- -- (76,463)
Class
C
- -- (64,231)
Class
N
- -- (159)
Class
Y
- -- (18,823)
- -----------------------------------------------------------------------------------------------
Distributions in excess of net realized gain:
Class
A
- -- (908)
Class
B
- -- (470)
Class
C
- -- (419)
Class
N
- -- (3)
Class
Y
- -- (119)

- -----------------------------------------------------------------------------------------------
Beneficial Interest Transactions
Net increase in net assets resulting from beneficial
interest transactions:
Class A
3,004,121 523,137
Class B
1,537,628 268,164
Class
C
962,179 (88,170)
Class
N
158,270 34,262
Class
Y
33,409 199,771

- -----------------------------------------------------------------------------------------------
Net Assets
Total increase (decrease)
5,204,595 (1,591,043)
- -----------------------------------------------------------------------------------------------
Beginning of period
6,734,849 8,325,892

- ----------------------------------------
End of period [including accumulated net investment
income (loss) of $17,532 and $(1,119), respectively]
$11,939,444 $6,734,849

========================================

See accompanying Notes to Financial Statements.

16 | OPPENHEIMER TRINITY VALUE FUND

FINANCIAL HIGHLIGHTS

Six Months Year

Ended Ended

January 31, 2003 July 31,
Class A
(Unaudited) 2002 2001 2000 1
- --------------------------------------------------------------------------------------------------------------

Per Share Operating Data

Net asset value, beginning of
period $7.37 $10.15 $
9.52 $10.00
- --------------------------------------------------------------------------------------------------------------
Income (loss) from investment operations:
Net investment income
(loss) (.01)
..03 .02 .05
Net realized and unrealized gain
(loss) (.41) (2.42)
..61 (.50)

- -----------------------------------------------
Total from investment
operations (.42)
(2.39) .63 (.45)
- --------------------------------------------------------------------------------------------------------------
Dividends and/or distributions to shareholders:
Dividends from net investment
income --
- -- -- (.03)
Distributions from net realized
gain -- (.39)
- -- --
Distributions in excess of net realized
gain -- -- 2
- -- --

- -----------------------------------------------
Total dividends and/or distributions to
shareholders -- (.39)
- -- (.03)
- --------------------------------------------------------------------------------------------------------------
Net asset value, end of
period $6.95 $
7.37 $10.15 $9.52

===============================================

- --------------------------------------------------------------------------------------------------------------
Total Return, at Net Asset Value
3 (5.70)% (24.30)%
6.62% (4.50)%
- --------------------------------------------------------------------------------------------------------------
Ratios/Supplemental Data
Net assets, end of period (in
thousands) $5,999 $3,203
$3,868 $3,798
- --------------------------------------------------------------------------------------------------------------
Average net assets (in
thousands) $4,735
$3,683 $3,932 $2,802
- --------------------------------------------------------------------------------------------------------------
Ratios to average net assets: 4
Net investment
income
0.74% 0.36% 0.20% 0.52%

Expenses
1.90% 1.78% 1.63% 1.53%
Expenses, net of reduction to custodian expenses
and/or voluntary waiver of transfer agent fees
and/or waiver of management
fees 1.72%
1.72% 1.63% 1.47%
- --------------------------------------------------------------------------------------------------------------
Portfolio turnover
rate 58%
133% 207% 285%

1. For the period from September 1, 1999 (inception of
offering) to July 31,
2000.
2. Less than $0.005.
3. Assumes an investment on the business day before the
first day of the fiscal
period (or inception of offering), with all dividends and
distributions
reinvested in additional shares on the reinvestment date,
and redemption at the
net asset value calculated on the last business day of the
fiscal period. Sales
charges are not reflected in the total returns. Total
returns are not annualized
for periods of less than one full year.
4. Annualized for periods of less than one full year.

See accompanying Notes to Financial Statements.

17 | OPPENHEIMER TRINITY VALUE FUND

FINANCIAL HIGHLIGHTS Continued

Six Months Year

Ended Ended

January 31, 2003 July 31,
Class B
(Unaudited) 2002 2001 2000 1
- --------------------------------------------------------------------------------------------------------------

Per Share Operating Data
Net asset value, beginning of
period $ 7.18 $ 9.98 $
9.45 $10.00
- --------------------------------------------------------------------------------------------------------------
Income (loss) from investment operations:
Net investment income
(loss) .03
(.03) (.02) .01
Net realized and unrealized gain
(loss) (.47) (2.38)
..55 (.53)

- -----------------------------------------------
Total from investment
operations (.44)
(2.41) .53 (.52)
- --------------------------------------------------------------------------------------------------------------
Dividends and/or distributions to shareholders:
Dividends from net investment
income --
- -- -- (.03)
Distributions from net realized
gain -- (.39)
- -- --
Distributions in excess of net realized
gain -- -- 2
- -- --

===============================================

- --------------------------------------------------------------------------------------------------------------
Total Return, at Net Asset Value
3 (6.13)% (24.93)%
5.61% (5.18)%
- --------------------------------------------------------------------------------------------------------------
Ratios/Supplemental Data
Net assets, end of period (in
thousands) $2,990 $1,584
$1,927 $643
- --------------------------------------------------------------------------------------------------------------
Average net assets (in
thousands) $2,315
$1,907 $1,329 $235
- --------------------------------------------------------------------------------------------------------------
Ratios to average net assets: 4
Net investment
loss (0.17)%
(0.42)% (0.52)% (0.36)%

Expenses
2.86% 2.57% 2.57% 2.41%
Expenses, net of reduction to custodian expenses
and/or voluntary waiver of transfer agent fees
and/or waiver of management
fees 2.68%
2.51% 2.57% 2.35%
- --------------------------------------------------------------------------------------------------------------
Portfolio turnover
rate 58%
133% 207% 285%

See accompanying Notes to Financial Statements.

18 | OPPENHEIMER TRINITY VALUE FUND

Six Months Year

Ended Ended

January 31, 2003 July 31,
Class C
(Unaudited) 2002 2001 2000 1
- --------------------------------------------------------------------------------------------------------------

Per Share Operating Data

Net asset value, beginning of
period $ 7.28 $10.11 $
9.57 $10.00
- --------------------------------------------------------------------------------------------------------------
Income (loss) from investment operations:
Net investment income
(loss) .03
(.04) (.03) (.02)
Net realized and unrealized gain
(loss) (.48) (2.40)
..57 (.41)

- -----------------------------------------------
Total from investment
operations (.45)
(2.44) .54 (.43)
- --------------------------------------------------------------------------------------------------------------
Dividends and/or distributions to shareholders:
Dividends from net investment
income --
- -- -- -- 2
Distributions from net realized
gain -- (.39)
- -- --
Distributions in excess of net realized
gain -- -- 2
- -- --

- -----------------------------------------------
Total dividends and/or distributions to
shareholders -- (.39)
- -- --
- --------------------------------------------------------------------------------------------------------------
Net asset value, end of
period $6.83 $
7.28 $10.11 $ 9.57

===============================================

- --------------------------------------------------------------------------------------------------------------
Total Return, at Net Asset Value
3 (6.18)% (24.91)%
5.64% (4.27)%
- --------------------------------------------------------------------------------------------------------------
Ratios/Supplemental Data
Net assets, end of period (in
thousands) $2,302 $1,453
$2,102 $851
- --------------------------------------------------------------------------------------------------------------
Average net assets (in
thousands) $1,924
$1,698 $1,878 $260
- --------------------------------------------------------------------------------------------------------------
Ratios to average net assets: 4
Net investment
loss (0.08)%
(0.40)% (0.44)% (0.36)%

Expenses
2.75% 2.57% 2.56% 2.41%
Expenses, net of reduction to custodian expenses
and/or voluntary waiver of transfer agent fees
and/or waiver of management
fees 2.57%
2.51% 2.56% 2.35%
- --------------------------------------------------------------------------------------------------------------
Portfolio turnover
rate 58%
133% 207% 285%

1. For the period from September 1, 1999 (inception of
offering) to July 31,
2000.
2. Less than $0.005 per share.
3. Assumes an investment on the business day before the
first day of the fiscal
period (or inception of offering), with all dividends and
distributions
reinvested in additional shares on the reinvestment date,
and redemption at the
net asset value calculated on the last business day of the
fiscal period. Sales
charges are not reflected in the total returns. Total
returns are not annualized
for periods of less than one full year.
4. Annualized for periods of less than one full year.

See accompanying Notes to Financial Statements.

19 | OPPENHEIMER TRINITY VALUE FUND

FINANCIAL HIGHLIGHTS Continued

Six Months Year

Ended Ended

January 31, 2003 July 31,
Class N
(Unaudited) 2002 2001 1
- --------------------------------------------------------------------------------------------------

Per Share Operating Data

Net asset value, beginning of
period $7.33 $10.13
$10.05
- --------------------------------------------------------------------------------------------------
Income (loss) from investment operations:
Net investment income
(loss) .01
..02 (.02)
Net realized and unrealized gain
(loss) (.44) (2.43)
..10

- -----------------------------------
Total from investment
operations (.43)
(2.41) .08
- --------------------------------------------------------------------------------------------------
Dividends and/or distributions to shareholders:
Dividends from net investment
income --
- -- --
Distributions from net realized
gain -- (.39)
- --
Distributions in excess of net realized
gain -- -- 2 --

- -----------------------------------
Total dividends and/or distributions to
shareholders -- (.39) --
- --------------------------------------------------------------------------------------------------
Net asset value, end of
period $6.90
$7.33 $10.13

===================================

- --------------------------------------------------------------------------------------------------
Total Return, at Net Asset Value
3 (5.87)% (24.55)%
0.80%

- --------------------------------------------------------------------------------------------------
Ratios/Supplemental Data
Net assets, end of period (in
thousands) $178
$29 $1
- --------------------------------------------------------------------------------------------------
Average net assets (in
thousands) $131
$12 $1
- --------------------------------------------------------------------------------------------------
Ratios to average net assets: 4
Net investment income
(loss) 0.39%
(0.05)% (0.48)%

Expenses
2.14% 2.10% 1.63%
Expenses, net of reduction to custodian expenses
and/or voluntary waiver of transfer agent fees
and/or waiver of management
fees 1.96%
2.04% 1.63%
- --------------------------------------------------------------------------------------------------
Portfolio turnover
rate 58%
133% 207%

1. For the period from March 1, 2001 (inception of
offering) to July 31, 2001.
2. Less than $0.005.
3. Assumes an investment on the business day before the
first day of the fiscal
period (or inception of offering), with all dividends and
distributions
reinvested in additional shares on the reinvestment date,
and redemption at the
net asset value calculated on the last business day of the
fiscal period. Sales
charges are not reflected in the total returns. Total
returns are not annualized
for periods of less than one full year.
4. Annualized for periods of less than one full year.

See accompanying Notes to Financial Statements.

20 | OPPENHEIMER TRINITY VALUE FUND

Six Months Year

Ended Ended

January 31, 2003 July 31,
Class Y
(Unaudited) 2002 2001 2000 1
- --------------------------------------------------------------------------------------------------------------

Per Share Operating Data

Net asset value, beginning of
period $ 7.42 $10.18 $
9.53 $10.00
- --------------------------------------------------------------------------------------------------------------
Income (loss) from investment operations:
Net investment income
(loss) .05
..05 (.01) .07
Net realized and unrealized gain
(loss) (.45) (2.42)
..66 (.50)

- -----------------------------------------------
Total from investment
operations (.40)
(2.37) .65 (.43)
- --------------------------------------------------------------------------------------------------------------
Dividends and/or distributions to shareholders:
Dividends from net investment
income --
- -- -- (.04)
Distributions from net realized
gain -- (.39)
- -- --
Distributions in excess of net realized
gain -- -- 2
- -- --
- --------------------------------------------------------------------------------------------------------------
Total dividends and/or distributions to
shareholders -- (.39)
- -- (.04)
- --------------------------------------------------------------------------------------------------------------
Net asset value, end of
period $ 7.02 $
7.42 $10.18 $ 9.53

===============================================

- --------------------------------------------------------------------------------------------------------------
Total Return, at Net Asset Value
3 (5.39)% (24.02)%
6.82% (4.33)%

- --------------------------------------------------------------------------------------------------------------
Ratios/Supplemental Data

Net assets, end of period (in
thousands) $470 $466
$427 $1
- --------------------------------------------------------------------------------------------------------------
Average net assets (in
thousands) $467
$484 $119 $1
- --------------------------------------------------------------------------------------------------------------
Ratios to average net assets: 4
Net investment
income
1.43% 0.78% 0.53% 0.62%

Expenses
1.33% 1.78% 2.44% 5 1.42%
Expenses, net of reduction to custodian expenses
and/or voluntary waiver of transfer agent fees
and/or waiver of management
fees 1.28%
1.37% 1.43% 1.37%
- --------------------------------------------------------------------------------------------------------------
Portfolio turnover
rate 58%
133% 207% 285%

See accompanying Notes to Financial Statements.

21 | OPPENHEIMER TRINITY VALUE FUND

NOTES TO FINANCIAL STATEMENTS Unaudited

- --------------------------------------------------------------------------------
1. Significant Accounting Policies
Oppenheimer Trinity Value Fund (the Fund) is registered
under the Investment
Company Act of 1940, as amended, as an open-end management
investment company.
The Fund's investment objective is to seek long-term
growth of capital. The
Fund's investment advisor is OppenheimerFunds, Inc. (the
Manager). The Manager
has entered into a sub-advisory agreement with Trinity
Investment Management
Corporation.
The Fund offers Class A, Class B, Class C, Class N and
Class Y shares. Class
A shares are sold at their offering price, which is
normally net asset value
plus a front-end sales charge. Class B, Class C and Class
N shares are sold
without a front-end sales charge but may be subject to a
contingent deferred
sales charge (CDSC). Class N shares are sold only through
retirement plans.
Retirement plans that offer Class N shares may impose
charges on those
accounts. Class Y shares are sold to certain institutional
investors without
either a front-end sales charge or a CDSC. All classes of
shares have identical
rights and voting privileges. Earnings, net assets and net
asset value per
share may differ by minor amounts due to each class having
its own expenses
directly attributable to that class. Classes A, B, C and N
have separate
distribution and/or service plans. No such plan has been
adopted for Class Y
shares. Class B shares will automatically convert to Class
A shares six years
after the date of purchase.
The following is a summary of significant accounting
policies consistently
followed by the Fund.

- --------------------------------------------------------------------------------
Securities Valuation. Securities listed or traded on
National Stock Exchanges
or other domestic or foreign exchanges are valued based on
the last sale price
of the security traded on that exchange prior to the time
when the Fund's
assets are valued. In the absence of a sale, the security
is valued at the last
sale price on the prior trading day, if it is within the
spread of the closing
bid and asked prices, and if not, at the closing bid
price. Securities
(including restricted securities) for which quotations are
not readily
available are valued primarily using dealer-supplied
valuations, a portfolio
pricing service authorized by the Board of Trustees, or at
their fair value.
Fair value is determined in good faith under consistently
applied procedures
under the supervision of the Board of Trustees. Short-term
"money market type"
debt securities with remaining maturities of sixty days or
less are valued at
amortized cost (which approximates market value).

- --------------------------------------------------------------------------------
Joint Repurchase Agreements. The Fund, along with other
affiliated funds of the
Manager, may transfer uninvested cash balances into one or
more joint
repurchase agreement accounts. These balances are invested
in one or more
repurchase agreements, secured by U.S. government
securities. Securities
pledged as collateral for repurchase agreements are held
by a custodian bank
until the agreements mature. Each agreement requires that
the market value of
the collateral be sufficient to cover payments of interest
and principal;
however, in the event of default by the other party to the
agreement, retention
of the collateral may be subject to legal proceedings.

22 | OPPENHEIMER TRINITY VALUE FUND

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

- --------------------------------------------------------------------------------
Federal Taxes. The Fund intends to continue to comply with
provisions of the
Internal Revenue Code applicable to regulated investment
companies and to
distribute all of its taxable income, including any net
realized gain on
investments not offset by capital loss carryforwards, if
any, to shareholders.
Therefore, no federal income or excise tax provision is
required.
As of January 31, 2003, the Fund had available for
federal income tax
purposes an estimated unused capital loss carryforward of
$1,465,476. This
estimated capital loss carryforward represents
carryforward as of the end of
the last fiscal year, increased for losses deferred under
tax accounting rules
to the current fiscal year and increased or decreased by
capital losses or
gains realized in the first six months of the current
fiscal year.

As of July 31, 2002, the Fund had available for federal
income tax purposes an
unused capital loss carryforward as follows:

Expiring
----------------------
2010 $275,923

- --------------------------------------------------------------------------------
Trustees' Compensation. The Fund has adopted an unfunded
retirement plan for
the Fund's independent trustees. Benefits are based on
years of service and
fees paid to each trustee during the years of service.
During the six months
ended January 31, 2003, the Fund's projected benefit
obligations were increased
by $89 resulting in an accumulated liability of $1,209 as
of January 31, 2003.
The Board of Trustees has adopted a deferred
compensation plan for
independent trustees that enables trustees to elect to
defer receipt of all or
a portion of annual compensation they are entitled to
receive from the Fund.
Under the plan, the compensation deferred is periodically
adjusted as though an
equivalent amount had been invested for the Board of
Trustees in shares of one
or more Oppenheimer funds selected by the trustee. The
amount paid to the Board
of Trustees under the plan will be determined based upon
the performance of the
selected funds. Deferral of trustees' fees under the plan
will not affect the
net assets of the Fund, and will not materially affect the
Fund's assets,
liabilities or net investment income per share.

- --------------------------------------------------------------------------------
Dividends and Distributions to Shareholders. Dividends and
distributions to
shareholders, which are determined in accordance with
income tax regulations,
are recorded on the ex-dividend date.

23 | OPPENHEIMER TRINITY VALUE FUND

NOTES TO FINANCIAL STATEMENTS Unaudited / Continued

- --------------------------------------------------------------------------------
1. Significant Accounting Policies Continued
Classification of Dividends and Distributions to
Shareholders. Net investment
income (loss) and net realized gain (loss) may differ for
financial statement
and tax purposes. The character of dividends and
distributions made during the
fiscal year from net investment income or net realized
gains may differ from
their ultimate characterization for federal income tax
purposes. Also, due to
timing of dividends and distributions, the fiscal year in
which amounts are
distributed may differ from the fiscal year in which the
income or net realized
gain was recorded by the Fund.

The tax character of distributions paid during the six
months ended January 31,
2003 and the year ended July 31, 2002 was as follows:
Six Months
Ended Year Ended
January 31, 2003
July 31, 2002

- ----------------------------------------------------------------
Distributions paid from:
Ordinary income
$-- $272,232
Long-term capital gain
- -- 34,639
Distribution in excess of
net realized gain
- -- 1,919

- ----------------------------------
Total
$-- $308,790

==================================

- --------------------------------------------------------------------------------
Investment Income. Dividend income is recorded on the
ex-dividend date or upon
ex-dividend notification in the case of certain foreign
dividends where the
ex-dividend date may have passed. Non-cash dividends
included in dividend
income, if any, are recorded at the fair market value of
the securities
received. Interest income, which includes accretion of
discount and
amortization of premium, is accrued as earned.

- --------------------------------------------------------------------------------
Security Transactions. Security transactions are recorded
on the trade date.
Realized gains and losses on securities sold are
determined on the basis of
identified cost.

- --------------------------------------------------------------------------------
Other. The preparation of financial statements in
conformity with accounting
principles generally accepted in the United States of
America requires
management to make estimates and assumptions that affect
the reported amounts
of assets and liabilities and disclosure of contingent
assets and liabilities
at the date of the financial statements and the reported
amounts of income and
expenses during the reporting period. Actual results could
differ from those
estimates.

24 | OPPENHEIMER TRINITY VALUE FUND

- --------------------------------------------------------------------------------
2. Shares of Beneficial Interest
The Fund has authorized an unlimited number of no par
value shares of
beneficial interest of each class. Transactions in shares
of beneficial
interest were as follows:

Six Months Ended January 31,
2003 Year Ended July 31, 2002
Shares
Amount Shares Amount
- ------------------------------------------------------------------------------------------------

Class A
Sold 594,558 $
4,195,969 410,692 $ 3,730,247
Dividends and/or
distributions reinvested --
- -- 15,038 136,703
Redeemed (165,763)
(1,191,848) (372,142) (3,343,813)

- --------------------------------------------------------------------
Net increase 428,795 $
3,004,121 53,588 $ 523,137

====================================================================

- ------------------------------------------------------------------------------------------------
Class B
Sold 282,850 $
1,948,684 165,784 $ 1,473,693
Dividends and/or
distributions reinvested --
- -- 7,752 69,074
Redeemed (59,714)
(411,056) (146,138) (1,274,603)

- --------------------------------------------------------------------
Net increase 223,136 $
1,537,628 27,398 $ 268,164

====================================================================

- ------------------------------------------------------------------------------------------------
Class C
Sold 211,089 $
1,478,010 199,337 $ 1,768,749
Dividends and/or
distributions reinvested --
- -- 6,345 57,299
Redeemed (73,795)
(515,831) (213,979) (1,914,218)

- --------------------------------------------------------------------
Net increase (decrease) 137,294 $
962,179 (8,297) $ (88,170)

====================================================================

- ------------------------------------------------------------------------------------------------
Class N
Sold 22,053 $
159,586 4,004 $ 35,798
Dividends and/or
distributions reinvested --
- -- 13 123
Redeemed (183)
(1,316) (192) (1,659)
- ------------------------------------------------------------------------------------------------
Net increase 21,870 $
158,270 3,825 $ 34,262

====================================================================

- ------------------------------------------------------------------------------------------------
Class Y
Sold 12,549 $
92,346 28,239 $ 258,879
Dividends and/or
distributions reinvested --
- -- 2,070 18,902
Redeemed (8,306)
(58,937) (9,491) (78,010)

- --------------------------------------------------------------------
Net increase 4,243 $
33,409 20,818 $ 199,771

====================================================================

- --------------------------------------------------------------------------------
3. Purchases and Sales of Securities
The aggregate cost of purchases and proceeds from sales of
securities, other
than short-term obligations, for the six months ended
January 31, 2003, were
$10,987,921 and $5,322,178, respectively.

25 | OPPENHEIMER TRINITY VALUE FUND

NOTES TO FINANCIAL STATEMENTS Unaudited / Continued

- --------------------------------------------------------------------------------
4. Fees and Other Transactions with Affiliates
Management Fees. Management fees paid to the Manager were
in accordance with
the investment advisory agreement with the Fund which
provides for a fee of
0.75% of the first $200 million of average annual net
assets of the Fund, 0.72%
of the next $200 million, 0.69% of the next $200 million,
0.66% of the next
$200 million, and 0.60% of average annual net assets in
excess of $800 million.
Effective January 1, 2003, the Manager voluntarily agreed
to waive its advisory
fee at an annual rate equal to 0.10% of each class's
average daily net assets
until the Fund's trailing one-year performance at the end
of the preceding
quarter is in the fifth quintile of the Fund's Lipper peer
group (i.e.,
multi-cap value funds). When the Fund's performance meets
the preceding
condition, the Manager will voluntarily waive 0.05% of
each class's average
daily net assets until the Fund's trailing one-year
performance at the end of
the preceding quarter is in the fourth quintile of the
Fund's Lipper peer
group. The foregoing advisory fee waiver automatically
terminates when the
Fund's trailing one-year performance at the end of the
preceding quarter is in
the third quintile of the Fund's Lipper peer group. As a
result of this
agreement the Fund was reimbursed $406 for the six months
ended January 31,
2003. The foregoing waiver may be amended or withdrawn by
the Manager at any
time.

- --------------------------------------------------------------------------------
Sub-Advisor Fees. The Manager pays Trinity Investment
Management Corporation
(the Sub-Advisor) based on the fee schedule set forth in
the Prospectus. For
the six months ended January 31, 2003, the Manager paid
$10,894 to the
Sub-Advisor for services to the Fund.

- --------------------------------------------------------------------------------
Transfer Agent Fees. OppenheimerFunds Services (OFS), a
division of the
Manager, acts as the transfer and shareholder servicing
agent for the Fund. The
Fund pays OFS a $19.75 per account fee.
Additionally, Class Y shares are subject to minimum
fees of $5,000 for
assets of less than $10 million and $10,000 for assets of
$10 million or more.
The Class Y shares are subject to the minimum fees in the
event that the per
account fee does not equal or exceed the applicable
minimum fees. OFS may
voluntarily waive the minimum fees.
OFS has voluntarily agreed to limit transfer and
shareholder servicing agent
fees up to an annual rate of 0.35% of average annual net
assets for all
classes. This undertaking may be amended or withdrawn at
any time.

- --------------------------------------------------------------------------------
Distribution and Service Plan (12b-1) Fees. Under its
General Distributor's
Agreement with the Manager, OppenheimerFunds Distributor,
Inc. (the
Distributor) acts as the Fund's principal underwriter in
the continuous public
offering of the different classes of shares of the Fund.

26 | OPPENHEIMER TRINITY VALUE FUND

The compensation paid to (or retained by) the Distributor
from the sale of
shares or on the redemption of shares is shown in the
table below for the
period indicated.

Aggregate Class A
Concessions Concessions Concessions
Concessions
Front-End Front-End on
Class A on Class B on Class C on
Class N
Sales Charges Sales Charges
Shares Shares Shares
Shares
Six Months on Class A Retained by
Advanced by Advanced by Advanced by
Advanced by
Ended Shares Distributor
Distributor 1 Distributor 1 Distributor 1
Distributor 1
- --------------------------------------------------------------------------------------------------------------------------

January 31, 2003 $11,765 $10,236
$854 $8,442 $2,629 $1,289

1. The Distributor advances concession payments to dealers
for certain sales of
Class A shares and for sales of Class B, Class C and Class
N shares from its
own resources at the time of sale.

Class
A Class B Class C Class N
Contingent
Contingent Contingent Contingent

Deferred Deferred Deferred
Deferred
Sales Charges
Sales Charges Sales Charges Sales Charges
Retained by
Retained by Retained by Retained by
Six Months Ended Distributor
Distributor Distributor Distributor
- --------------------------------------------------------------------------------------------------------------

January 31, 2003
$-- $7,915 $182
$13

- --------------------------------------------------------------------------------
Service Plan for Class A Shares. The Fund has adopted a
Service Plan for Class
A Shares. It reimburses the Distributor for a portion of
its costs incurred for
services provided to accounts that hold Class A shares.
Reimbursement is made
quarterly at an annual rate of up to 0.25% of the average
annual net assets of
Class A shares of the Fund. For the six months ended
January 31, 2003, payments
under the Class A Plan totaled $5,196, all of which were
paid by the
Distributor to recipients, and included $828 paid to an
affiliate of the
Manager. Any unreimbursed expenses the Distributor incurs
with respect to Class
A shares in any fiscal year cannot be recovered in
subsequent years.

- --------------------------------------------------------------------------------
Distribution and Service Plans for Class B, Class C and
Class N Shares. The
Fund has adopted Distribution and Service Plans for Class
B, Class C and Class
N shares. Under the plans, the Fund pays the Distributor
an annual asset-based
sales charge of 0.75% per year on Class B shares and on
Class C shares and the
Fund pays the Distributor an annual asset-based sales
charge of 0.25% per year
on Class N shares. The Distributor also receives a service
fee of 0.25% per
year under each plan.

Distribution fees paid to the Distributor for the six
months ended January 31,
2003, were as follows:

Distributor's

Distributor's Aggregate

Aggregate Unreimbursed

Unreimbursed Expenses as %
Total Payments Amount
Retained Expenses of Net Assets
Under Plan by
Distributor Under Plan of Class
- -----------------------------------------------------------------------------------------------------------

Class B Plan $11,632
$9,337 $37,247 1.25%
Class C Plan 9,674
4,277 25,383 1.10
Class N Plan 327
298 9,594 5.39

27 | OPPENHEIMER TRINITY VALUE FUND

NOTES TO FINANCIAL STATEMENTS Unaudited / Continued

- --------------------------------------------------------------------------------
5. Bank Borrowings.
The Fund had the ability to borrow from a bank for
temporary or emergency
purposes provided asset coverage for borrowings exceeded
300%. The Fund and
other Oppenheimer funds participated in a $400 million
unsecured line of credit
with a bank. Under that unsecured line of credit, interest
was charged to each
fund, based on its borrowings, at a rate equal to the
Federal Funds Rate plus
0.45%. Under that credit facility, the Fund paid a
commitment fee equal to its
pro rata share of the average unutilized amount of the
credit facility at a
rate of 0.08% per annum. The credit facility was
terminated on November 12,
2002.
The Fund had no borrowings through November 12, 2002.

A-1
Appendix A

S&P 500/Barra Value Index
-
11 Economic Sectors, 34 Industry Groups
---------------------------------------

Basic Materials Miscellaneous
Chemicals Miscellaneous
Forest Products
Metals

Consumer Staples Technology
Food/Bev/Tobacco Computer Hardware
Household Products Computer Software
Food & Drug Retail Electronics

Health Care Consumer Cyclicals
Drugs Retail/Merchandise
Hospital/Hospital Supply Entertainment
Building Materials
Lodging & Restaurant
Publishing
Transportation Consumer Durables
Automotive Retail/Clothing
Transportation
Auto Parts

Capital Goods Finance
Electric Equipment Consumer Finance
Aerospace Money Center Banks
Machinery Insurance
Regional Banks

Energy Utilities
Integrated Oils Telephones
Oil Production/Services Electric Utilities
Gas & Water

B-2
Appendix B

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

In certain cases, the initial sales charge that applies to
purchases of Class A shares3 of the Oppenheimer funds or
the contingent deferred sales charge that may apply to
Class A, Class B or Class C shares may be waived.4 That is
because of the economies of sales efforts realized by
OppenheimerFunds Distributor, Inc., (referred to in this
document as the "Distributor"), or by dealers or other
financial institutions that offer those shares to certain
classes of investors.

For the purposes of some of the waivers described below and
in the Prospectus and Statement of Additional Information
of the applicable Oppenheimer funds, the term "Retirement
Plan" refers to the following types of plans:
1) plans qualified under Sections 401(a) or 401(k)
of the Internal Revenue Code,
2) non-qualified deferred compensation plans,
3) employee benefit plans5
4) Group Retirement Plans6
5) 403(b)(7) custodial plan accounts
6) Individual Retirement Accounts ("IRAs"),
including traditional IRAs, Roth IRAs,
SEP-IRAs, SARSEPs or SIMPLE plans

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

Applicability of Class A Contingent Deferred Sales Charges
in Certain Cases
- ------------------------------------------------------------

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

There is no initial sales charge on purchases of
Class A shares of any of the Oppenheimer funds in the cases
listed below. However, these purchases may be subject to
the Class A contingent deferred sales charge if redeemed
within 18 months (24 months in the case of Oppenheimer
Rochester National Municipals and Rochester Fund
Municipals) of the beginning of the calendar month of their
purchase, as described in the Prospectus (unless a waiver
described elsewhere in this Appendix applies to the
redemption). Additionally, on shares purchased under these
waivers that are subject to the Class A contingent deferred
sales charge, the Distributor will pay the applicable
concession described in the Prospectus under "Class A
Contingent Deferred Sales Charge."7 This waiver provision
applies to:
|_| Purchases of Class A shares aggregating $1 million or
more.
|_| Purchases of Class A shares by a Retirement Plan that
was permitted to purchase such shares at net asset
value but subject to a contingent deferred sales
charge prior to March 1, 2001. That included plans
(other than IRA or 403(b)(7) Custodial Plans)
that: 1) bought shares costing $500,000 or more,
2) had at the time of purchase 100 or more
eligible employees or total plan assets of
$500,000 or more, or 3) certified to the
Distributor that it projects to have annual plan
purchases of $200,000 or more.
|_| Purchases by an OppenheimerFunds-sponsored Rollover
IRA, if the purchases are made:
1) through a broker, dealer, bank or registered
investment adviser that has made special
arrangements with the Distributor for those
purchases, or
2) by a direct rollover of a distribution from a
qualified Retirement Plan if the administrator
of that Plan has made special arrangements with
the Distributor for those purchases.
|_| Purchases of Class A shares by Retirement Plans that
have any of the following record-keeping
arrangements:
1) The record keeping is performed by Merrill
Lynch Pierce Fenner & Smith, Inc. ("Merrill
Lynch") on a daily valuation basis for the
Retirement Plan. On the date the plan sponsor
signs the record-keeping service agreement with
Merrill Lynch, the Plan must have $3 million or
more of its assets invested in (a) mutual
funds, other than those advised or managed by
Merrill Lynch Investment Management, L.P.
("MLIM"), that are made available under a
Service Agreement between Merrill Lynch and the
mutual fund's principal underwriter or
distributor, and (b) funds advised or managed
by MLIM (the funds described in (a) and (b) are
referred to as "Applicable Investments").
2) The record keeping for the Retirement Plan is
performed on a daily valuation basis by a
record keeper whose services are provided under
a contract or arrangement between the
Retirement Plan and Merrill Lynch. On the date
the plan sponsor signs the record keeping
service agreement with Merrill Lynch, the Plan
must have $3 million or more of its assets
(excluding assets invested in money market
funds) invested in Applicable Investments.
3) The record keeping for a Retirement Plan is
handled under a service agreement with Merrill
Lynch and on the date the plan sponsor signs
that agreement, the Plan has 500 or more
eligible employees (as determined by the
Merrill Lynch plan conversion manager).
II.

Waivers of Class A Sales Charges of Oppenheimer Funds
- ------------------------------------------------------------

A. Waivers of Initial and Contingent Deferred Sales Charges
for Certain Purchasers.

Class A shares purchased by the following investors are not
subject to any Class A sales charges (and no concessions
are paid by the Distributor on such purchases):
|_| The Manager or its affiliates.
|_| Present or former officers, directors, trustees and
employees (and their "immediate families") of the
Fund, the Manager and its affiliates, and
retirement plans established by them for their
employees. The term "immediate family" refers to
one's spouse, children, grandchildren,
grandparents, parents, parents-in-law, brothers
and sisters, sons- and daughters-in-law, a
sibling's spouse, a spouse's siblings, aunts,
uncles, nieces and nephews; relatives by virtue of
a remarriage (step-children, step-parents, etc.)
are included.
|_| Registered management investment companies, or
separate accounts of insurance companies having an
agreement with the Manager or the Distributor for
that purpose.
|_| Dealers or brokers that have a sales agreement with
the Distributor, if they purchase shares for their
own accounts or for retirement plans for their
employees.
|_| Employees and registered representatives (and their
spouses) of dealers or brokers described above or
financial institutions that have entered into
sales arrangements with such dealers or brokers
(and which are identified as such to the
Distributor) or with the Distributor. The
purchaser must certify to the Distributor at the
time of purchase that the purchase is for the
purchaser's own account (or for the benefit of
such employee's spouse or minor children).
|_| Dealers, brokers, banks or registered investment
advisors that have entered into an agreement with
the Distributor providing specifically for the use
of shares of the Fund in particular investment
products made available to their clients. Those
clients may be charged a transaction fee by their
dealer, broker, bank or advisor for the purchase
or sale of Fund shares.
|_| Investment advisors and financial planners who have
entered into an agreement for this purpose with
the Distributor and who charge an advisory,
consulting or other fee for their services and buy
shares for their own accounts or the accounts of
their clients.
|_| "Rabbi trusts" that buy shares for their own
accounts, if the purchases are made through a
broker or agent or other financial intermediary
that has made special arrangements with the
Distributor for those purchases.
|_| Clients of investment advisors or financial planners
(that have entered into an agreement for this
purpose with the Distributor) who buy shares for
their own accounts may also purchase shares
without sales charge but only if their accounts
are linked to a master account of their investment
advisor or financial planner on the books and
records of the broker, agent or financial
intermediary with which the Distributor has made
such special arrangements . Each of these
investors may be charged a fee by the broker,
agent or financial intermediary for purchasing
shares.
|_| Directors, trustees, officers or full-time employees
of OpCap Advisors or its affiliates, their
relatives or any trust, pension, profit sharing or
other benefit plan which beneficially owns shares
for those persons.
|_| Accounts for which Oppenheimer Capital (or its
successor) is the investment advisor (the
Distributor must be advised of this arrangement)
and persons who are directors or trustees of the
company or trust which is the beneficial owner of
such accounts.
|_| A unit investment trust that has entered into an
appropriate agreement with the Distributor.
|_| Dealers, brokers, banks, or registered investment
advisers that have entered into an agreement with
the Distributor to sell shares to defined
contribution employee retirement plans for which
the dealer, broker or investment adviser provides
administration services.
|-|

Retirement Plans and deferred compensation plans and
trusts used to fund those plans (including, for
example, plans qualified or created under sections
401(a), 401(k), 403(b) or 457 of the Internal
Revenue Code), in each case if those purchases are
made through a broker, agent or other financial
intermediary that has made special arrangements
with the Distributor for those purchases.
|_| A TRAC-2000 401(k) plan (sponsored by the former
Quest for Value Advisors) whose Class B or Class C
shares of a Former Quest for Value Fund were
exchanged for Class A shares of that Fund due to
the termination of the Class B and Class C
TRAC-2000 program on November 24, 1995.
|_| A qualified Retirement Plan that had agreed with the
former Quest for Value Advisors to purchase shares
of any of the Former Quest for Value Funds at net
asset value, with such shares to be held through
DCXchange, a sub-transfer agency mutual fund
clearinghouse, if that arrangement was consummated
and share purchases commenced by December 31, 1996.

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

Class A shares issued or purchased in the following
transactions are not subject to sales charges (and no
concessions are paid by the Distributor on such purchases):
|_| Shares issued in plans of reorganization, such as
mergers, asset acquisitions and exchange offers,
to which the Fund is a party.
|_| Shares purchased by the reinvestment of dividends or
other distributions reinvested from the Fund or
other Oppenheimer funds (other than Oppenheimer
Cash Reserves) or unit investment trusts for which
reinvestment arrangements have been made with the
Distributor.
|_| Shares purchased through a broker-dealer that has
entered into a special agreement with the
Distributor to allow the broker's customers to
purchase and pay for shares of Oppenheimer funds
using the proceeds of shares redeemed in the prior
30 days from a mutual fund (other than a fund
managed by the Manager or any of its subsidiaries)
on which an initial sales charge or contingent
deferred sales charge was paid. This waiver also
applies to shares purchased by exchange of shares
of Oppenheimer Money Market Fund, Inc. that were
purchased and paid for in this manner. This waiver
must be requested when the purchase order is
placed for shares of the Fund, and the Distributor
may require evidence of qualification for this
waiver.
|_| Shares purchased with the proceeds of maturing
principal units of any Qualified Unit Investment
Liquid Trust Series.
|_| Shares purchased by the reinvestment of loan
repayments by a participant in a Retirement Plan
for which the Manager or an affiliate acts as
sponsor.

C. Waivers of the Class A Contingent Deferred Sales Charge
for Certain Redemptions.

5) Under a Qualified Domestic Relations Order, as
defined in the Internal Revenue Code, or, in
the case of an IRA, a divorce or separation
agreement described in Section 71(b) of the
Internal Revenue Code.
6) To meet the minimum distribution requirements
of the Internal Revenue Code.
7) To make "substantially equal periodic payments"
as described in Section 72(t) of the Internal
Revenue Code.
8) For loans to participants or beneficiaries.
9) Separation from service.9
10) Participant-directed redemptions to
purchase shares of a mutual fund (other than a
fund managed by the Manager or a subsidiary of
the Manager) if the plan has made special
arrangements with the Distributor.
11) Plan termination or "in-service
distributions," if the redemption proceeds are
rolled over directly to an
OppenheimerFunds-sponsored IRA.
|_| For distributions from 401(k) plans sponsored by
broker-dealers that have entered into a special
agreement with the Distributor allowing this
waiver.
|_| For distributions from retirement plans that have $10
million or more in plan assets and that have
entered into a special agreement with the
Distributor.
|_| For distributions from retirement plans which are
part of a retirement plan product or platform
offered by certain banks, broker-dealers,
financial advisors, insurance companies or record
keepers which have entered into a special
agreement with the Distributor.
III. Waivers of Class B, Class C and Class N Sales Charges
of Oppenheimer Funds
- ----------------------------------------------------------------

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

A. Waivers for Redemptions in Certain Cases.

The Class B, Class C and Class N contingent deferred sales
charges will be waived for redemptions of shares in the
following cases:
|_| Shares redeemed involuntarily, as described in
"Shareholder Account Rules and Policies," in the
applicable Prospectus.
|_| Redemptions from accounts other than Retirement Plans
following the death or disability of the last
surviving shareholder. The death or disability
must have occurred after the account was
established, and for disability you must provide
evidence of a determination of disability by the
Social Security Administration.
|_| The contingent deferred sales charges are generally
not waived following the death or disability of a
grantor or trustee for a trust account. The
contingent deferred sales charges will only be
waived in the limited case of the death of the
trustee of a grantor trust or revocable living
trust for which the trustee is also the sole
beneficiary. The death or disability must have
occurred after the account was established, and
for disability you must provide evidence of a
determination of disability by the Social Security
Administration.
|_| Distributions from accounts for which the
broker-dealer of record has entered into a special
agreement with the Distributor allowing this
waiver.
|_| Redemptions of Class B shares held by Retirement
Plans whose records are maintained on a daily
valuation basis by Merrill Lynch or an independent
record keeper under a contract with Merrill Lynch.
|_| Redemptions of Class C shares of Oppenheimer U.S.
Government Trust from accounts of clients of
financial institutions that have entered into a
special arrangement with the Distributor for this
purpose.
|_| Redemptions requested in writing by a Retirement Plan
sponsor of Class C shares of an Oppenheimer fund
in amounts of $500,000 or more and made more than
12 months after the Retirement Plan's first
purchase of Class C shares, if the redemption
proceeds are invested in Class N shares of one or
more Oppenheimer funds.
|_| Distributions10 from Retirement Plans or other
employee benefit plans for any of the following
purposes:
1) Following the death or disability (as defined
in the Internal Revenue Code) of the
participant or beneficiary. The death or
disability must occur after the participant's
account was established in an Oppenheimer fund.
2) To return excess contributions made to a
participant's account.
3) To return contributions made due to a mistake
of fact.
4) To make hardship withdrawals, as defined in the
plan.11
5) To make distributions required under a
Qualified Domestic Relations Order or, in the
case of an IRA, a divorce or separation
agreement described in Section 71(b) of the
Internal Revenue Code.
6) To meet the minimum distribution requirements
of the Internal Revenue Code.
7) To make "substantially equal periodic payments"
as described in Section 72(t) of the Internal
Revenue Code.
8) For loans to participants or beneficiaries.12
9) On account of the participant's separation from
service.13
10) Participant-directed redemptions to
purchase shares of a mutual fund (other than a
fund managed by the Manager or a subsidiary of
the Manager) offered as an investment option in
a Retirement Plan if the plan has made special
arrangements with the Distributor.
11) Distributions made on account of a plan
termination or "in-service" distributions, if
the redemption proceeds are rolled over
directly to an OppenheimerFunds-sponsored IRA.
12) For distributions from a participant's
account under an Automatic Withdrawal Plan
after the participant reaches age 59 1/2, as long
as the aggregate value of the distributions
does not exceed 10% of the account's value,
adjusted annually.
13) Redemptions of Class B shares under an
Automatic Withdrawal Plan for an account other
than a Retirement Plan, if the aggregate value
of the redeemed shares does not exceed 10% of
the account's value, adjusted annually.
14) For distributions from 401(k) plans
sponsored by broker-dealers that have entered
into a special arrangement with the Distributor
allowing this waiver.
|_| Redemptions of Class B shares or Class C shares under
an Automatic Withdrawal Plan from an account other
than a Retirement Plan if the aggregate value of
the redeemed shares does not exceed 10% of the
account's value annually.

B. Waivers for Shares Sold or Issued in Certain
Transactions.

Shares sold to present or former officers, directors,
trustees or employees (and their "immediate
families" as defined above in Section I.A.) of the
Fund, the Manager and its affiliates and
retirement plans established by them for their
employees.
IV. Special Sales Charge Arrangements for Shareholders of
Certain Oppenheimer Funds Who Were Shareholders of
Former Quest for Value Funds
- ------------------------------------------------------------

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

A. Reductions or Waivers of Class A Sales Charges.

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

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

o liquidation of a shareholder's account if the
aggregate net asset value of shares held in the
account is less than the required minimum
account value.

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

|X| Class A Sales Charge Waivers. Additional Class A
shares of a Fund may be purchased without a sales charge,
by a person who was in one (or more) of the categories
below and acquired Class A shares prior to March 18, 1996,
and still holds Class A shares:
1) any purchaser, provided the total initial
amount invested in the Fund or any one or more
of the Former Connecticut Mutual Funds totaled
$500,000 or more, including investments made
pursuant to the Combined Purchases, Statement
of Intention and Rights of Accumulation
features available at the time of the initial
purchase and such investment is still held in
one or more of the Former Connecticut Mutual
Funds or a Fund into which such Fund merged;
2) any participant in a qualified plan, provided
that the total initial amount invested by the
plan in the Fund or any one or more of the
Former Connecticut Mutual Funds totaled
$500,000 or more;
3) Directors of the Fund or any one or more of the
Former Connecticut Mutual Funds and members of
their immediate families;
4) employee benefit plans sponsored by Connecticut
Mutual Financial Services, L.L.C. ("CMFS"), the
prior distributor of the Former Connecticut
Mutual Funds, and its affiliated companies;
5) one or more members of a group of at least
1,000 persons (and persons who are retirees
from such group) engaged in a common business,
profession, civic or charitable endeavor or
other activity, and the spouses and minor
dependent children of such persons, pursuant to
a marketing program between CMFS and such
group; and
6) an institution acting as a fiduciary on behalf
of an individual or individuals, if such
institution was directly compensated by the
individual(s) for recommending the purchase of
the shares of the Fund or any one or more of
the Former Connecticut Mutual Funds, provided
the institution had an agreement with CMFS.

Purchases of Class A shares made pursuant to (1) and
(2) above may be subject to the Class A CDSC of the Former
Connecticut Mutual Funds described above.

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

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

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

Oppenheimer Trinity Value FundSM

Internet Website:
WWW.OPPENHEIMERFUNDS.COM
------------------------

Investment Advisor
OppenheimerFunds, Inc.
498 Seventh Avenue
New York, New York 10018

Sub-Advisor
Trinity Investment Management Corporation
301 North Spring Street
Bellefonte, Pennsylvania 16823

Distributor
OppenheimerFunds Distributor, Inc.
498 Seventh Avenue
New York, New York 10018

Transfer Agent
OppenheimerFunds Services
P.O. Box 5270
Denver, Colorado 80217
1.800.CALL.OPP (225.5677)

Custodian Bank
Citibank, N.A.
399 Park Avenue
New York, New York 10043

Independent Auditors
KPMG LLP
707 Seventeenth Street
Denver, Colorado 80202

Legal Counsel
Mayer, Brown, Rowe & Maw
1675 Broadway
New York, New York 10019
1234

PX0381.002.0902(Rev. 10.02)

- --------
1 Mr. Motley was elected as Trustee to the Board I Funds
effective October 10, 2002.
2. In accordance with Rule 12b-1 of the Investment Company
Act, the term "Independent Trustees" in this Statement of
Additional Information refers to those Trustees who are not
"interested persons" of the Fund and who do not have any
direct or indirect financial interest in the operation of
the distribution plan or any agreement under
the plan.
3 Certain waivers also apply to Class M shares of
Oppenheimer Convertible Securities Fund.
4 In the case of Oppenheimer Senior Floating Rate Fund, a
continuously-offered closed-end fund, references to
contingent deferred sales charges mean the Fund's Early
Withdrawal Charges and references to "redemptions" mean
"repurchases" of shares.
5 An "employee benefit plan" means any plan or arrangement,
whether or not it is "qualified" under the Internal Revenue
Code, under which Class N shares of an Oppenheimer fund or
funds are purchased by a fiduciary or other administrator
for the account of participants who are employees of a
single employer or of affiliated employers. These may
include, for example, medical savings accounts, payroll
deduction plans or similar plans. The fund accounts must be
registered in the name of the fiduciary or administrator
purchasing the shares for the benefit of participants in
the plan.
6 The term "Group Retirement Plan" means any qualified or
non-qualified retirement plan for employees of a
corporation or sole proprietorship, members and employees
of a partnership or association or other organized group of
persons (the members of which may include other groups), if
the group has made special arrangements with the
Distributor and all members of the group participating in
(or who are eligible to participate in) the plan purchase
shares of an Oppenheimer fund or funds through a single
investment dealer, broker or other financial institution
designated by the group. Such plans include 457 plans,
SEP-IRAs, SARSEPs, SIMPLE plans and 403(b) plans other than
plans for public school employees. The term "Group
Retirement Plan" also includes qualified retirement plans
and non-qualified deferred compensation plans and IRAs that
purchase shares of an Oppenheimer fund or funds through a
single investment dealer, broker or other financial
institution that has made special arrangements with the
Distributor.
7 However, that concession will not be paid on purchases of
shares in amounts of $1 million or more (including any
right of accumulation) by a Retirement Plan that pays for
the purchase with the redemption proceeds of Class C shares
of one or more Oppenheimer funds held by the Plan for more
than one year.
8 This provision does not apply to IRAs.
9 This provision does not apply to 403(b)(7) custodial
plans if the participant is less than age 55, nor to IRAs.
10 The distribution must be requested prior to Plan
termination or the elimination of the Oppenheimer funds as
an investment option under the Plan.
11 This provision does not apply to IRAs.
12 This provision does not apply to loans from 403(b)(7)
custodial plans and loans from the
OppenheimerFunds-sponsored Single K retirement plan.
13 This provision does not apply to 403(b)(7) custodial
plans if the participant is less than age 55, nor to IRAs.

OPPENHEIMER VALUE FUND

FORM N-14

PART C

OTHER INFORMATION

Item 15. Indemnification
- -------------------------

Reference is made to the provisions of Article Seventh of Registrant's
Amended and Restated Declaration of Trust filed by cross-reference to Exhibit
16 (1) to this Registration Statement, incorporated herein by reference.

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

Item 16. Exhibits
- ------------------

(1) (i) Amended and Restated Declaration of Trust dated August 5,
2002: Previously filed with Registrant's Post-Effective Amendment
No. 59, 8/22/02, and incorporated herein by reference.

(ii) By-Laws as amended through December 14, 2000: Previously filed
with Registrant's Post-Effective Amendment No. 58, 12/19/01, and
incorporated herein by reference.

(i) Specimen Class A Share Certificate: Previously filed with Registrant's
Post-Effective Amendment No. 58, 12/19/01, and incorporated herein by
reference.

(ii) Specimen Class B Share Certificate: Previously filed with
Registrant's Post-Effective Amendment No. 58, 12/19/01, and incorporated
herein by reference.

(iii) Specimen Class C Share Certificate: Previously filed with
Registrant's Post-Effective Amendment No. 58, 12/19/01, and incorporated
herein by reference.

(iv) Specimen Class N Share Certificate: Previously filed with
Registrant's Post-Effective Amendment No. 58, 12/19/01, and incorporated
herein by reference.

(v) Specimen Class Y Share Certificate: Previously filed with
Registrant's Post-Effective Amendment No. 58, 12/19/01, and incorporated
herein by reference.

(d) (i) Amended and Restated Investment Advisory Agreement dated 1/1/00:
Previously filed with Registrant's Post-Effective Amendment No. 57, 12/27/00,
and incorporated herein by reference.

(e) (i) General Distributor's Agreement dated December 10, 1992: Previously
filed with Registrant's Post-Effective Amendment No. 41, 7/30/93, and
incorporated herein by reference.

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

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

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

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

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

(f) (i) Amended and Restated Retirement Plan for Non-Interested Trustees or
Directors dated 8/9/01: Previously filed with Post-Effective Amendment No. 34
to the Registration Statement of Oppenheimer Gold & Special Minerals Fund
(Reg. No. . 2-82590), 10/25/01, and incorporated herein by reference.

(ii) Form of Deferred Compensation Plan for Disinterested
Trustees/Directors: Filed with Post-Effective Amendment No. 26 to the
Registration Statement of Oppenheimer Gold & Special Minerals Fund (Reg. No.
2-82590), 10/28/98, and incorporated herein by reference.

(g) (i) Custodian Agreement with The Bank of New York dated August 5, 1992:
Previously filed with Registrant's Post-Effective Amendment No. 44, 3/31/94,
and incorporated herein by reference.

(ii) Amended and Restated Foreign Custody Manager Agreement dated
4/3/01: Previously filed with Post-Effective Amendment No. 34 to the
Registration Statement of Oppenheimer Gold & Special Minerals Fund (Reg. No.
2-82590), 10/25/01, and incorporated herein by reference.

(iii) Amendment dated 4/3/01 to Custody Agreement dated 11/12/92:
Previously filed with Post-Effective Amendment No. 34 to the Registration
Statement of Oppenheimer Gold & Special Minerals Fund (Reg. No. 2-82590),
10/25/01, and incorporated herein by reference.

(h) Not applicable.

(i) Opinion and Consent of Counsel dated 10/4/85: Previously filed with
Registrant's Post-Effective Amendment No. 30, 10/28/88, refiled with
Registrant's Post-Effective Amendment No. 45, 8/22/94, pursuant to Item 102
of Regulation S-T, and incorporated herein by reference.

(j) Independent Auditors Consent: Filed herewith.

(k) Not applicable.

(l) Investment Letter from OppenheimerFunds, Inc. to Registrant dated
1/4/73: Previously filed with Registrant's Post-Effective Amendment No.
53, 10/23/98, and incorporated herein by reference.

(m) (i) Amended and Restated Distribution and Service Plan and Agreement
for Class A shares dated April 11, 2002: Filed herewith.

(ii) Amended and Restated Distribution and Service Plan and Agreement for
Class B shares dated August 5, 2002: Filed herewith.

(iii) Amended and Restated Distribution and Service Plan and Agreement
for Class C shares dated February 12, 1998: Previously filed with
Registrant's Post-Effective Amendment No. 53, 10/23/98, and incorporated
herein by reference.

(iv) Distribution and Service Plan and Agreement for Class N shares
dated October 12, 2000: Filed herewith.

(n) Oppenheimer Multiple Class Plan under Rule 18f-3 March 18, 1996 and
updated through 8/21/01: Previously filed with Post-Effective Amendment No.
20 to the Registration Statement of Oppenheimer Cash Reserves (Reg. No.
33-23223), 9/27/01, and incorporated herein by reference.

(o) (i) Powers of Attorney for all Trustees/Directors and Officers except
for Joel W. Motley and John Murphy (including Certified Board Resolutions):
Previously filed with Pre-Effective Amendment No. 1 to the Registration
Statement of Oppenheimer Emerging Value Fund (Reg. No. 333-44176), 10/5/00,
and incorporated herein by reference.

(ii) Power of Attorney for John Murphy (including Certified Board
Resolution): Previously filed with Post-Effective Amendment No. 45 to the
Registration Statement of Oppenheimer U.S. Government Trust (Reg. No.
2-76645), 10/22/01, and incorporated herein by reference.

(iii) Power of Attorney for Joel W. Motley (including Certified Board
Resolution): Previously filed with Post-Effective Amendment No. 8 to the
Registration Statement of Oppenheimer International Small Company Fund (Reg.
333-31537), 10/21/02, and incorporated herein by reference.

(p) Amended and Restated Code of Ethics of the Oppenheimer Funds dated
March 1, 2000 under Rule 17j-1 of the Investment Company Act of 1940:
Previously filed with the Initial Registration Statement of Oppenheimer
Emerging Value Fund (Reg. No. 333-44176), 8/21/00, and incorporated herein by
reference.

Item 17. Undertakings
- ----------------------

(1) N/A.

(2) N/A.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and/or the
Investment Company Act of 1940, the Registrant has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of New York and State of New York on
the 6th day of June, 2003.

OPPENHEIMER VALUE FUND

By: /s/ John V. Murphy*
----------------------------------------------
John V. Murphy, President,
Principal Executive Officer & Trustee

Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the following persons in the capacities on
the dates indicated:

Signatures Title Date
- ---------- ----- ----

/s/ Clayton K. Yeutter* Chairman of the
- ---------------------------- Board of Trustees June 6, 2003
Clayton K. Yeutter

/s/ Donald W. Spiro* Vice Chairman of the June 6, 2003
- ------------------------- Board and Trustee
Donald W. Spiro

/s/ John V. Murphy* President, Principal
- -------------------------- Executive Officer June 6, 2003
John V. Murphy & Trustee

/s/ Brian W. Wixted* Treasurer, Principal June 6, 2003
- ------------------------- Financial and
Brian W. Wixted Accounting Officer

/s/ Robert G. Galli* Trustee June 6, 2003
- -----------------------
Robert G. Galli

/s/ Phillip A. Griffiths* Trustee June 6, 2003
- ---------------------------
Phillip A. Griffiths

/s/ Joel W. Motley* Trustee June 6, 2003
- ------------------------
Joel W. Motley

/s/ Elizabeth B. Moynihan* Trustee June 6, 2003
- --------------------------------
Elizabeth B. Moynihan

/s/ Kenneth A. Randall* Trustee June 6, 2003
- ----------------------------
Kenneth A. Randall

/s/ Edward V. Regan* Trustee June 6, 2003
- -------------------------
Edward V. Regan

/s/ Russell S. Reynolds, Jr.* Trustee June 6, 2003
- ---------------------------------
Russell S. Reynolds, Jr.

*By: /s/ Robert G. Zack
- -----------------------------------------
Robert G. Zack, Attorney-in-Fact

OPPENHEIMER VALUE FUND

EXHIBIT INDEX
-------------

Exhibit No. Description
- ----------- -----------

14 Consent of Independent Auditors

16(11)(i) Form of Opinion and Consent of Counsel to Oppenheimer
Trinity Value Fund

16 (11)(ii) Form of Opinion and Consent of Counsel to Oppenheimer Value
Fund

16 (12) Form of Tax Opinion Relating to the Reorganization

EX-11.(I) 4 exhibit111.htm EXHIBIT 11(I) Oppenheimer Value Fund

                                                                 EXHIBIT 11(i)
                                        Form of Opinion and Consent of Counsel

                           MAYER, BROWN, ROWE & MAW

                                1675 BROADWAY

                        NEW YORK, NEW YORK 10019-5820



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



Oppenheimer Trinity Value Fund
c/o OppenheimerFunds, Inc.
6803 S. Tucson Way
Centennial, CO 80112

Ladies and Gentlemen:

      We have acted as counsel for Oppenheimer  Value Fund ("Value  Fund"),  a
series of Oppenheimer  Series Fund,  Inc., a  Massachusetts  business trust in
connection with the  transactions  contemplated by that certain  Agreement and
Plan of  Reorganization  dated as of April 17, 2003 (the  "Agreement")  by and
between  Value Fund,  and  Oppenheimer  Trinity  Value Fund,  a  Massachusetts
business trust ("Trinity Value Fund").

      We are rendering this opinion  pursuant to Section 11C of the Agreement.
Unless otherwise  specified,  all capitalized terms used herein shall have the
respective meanings attributed to them in the Agreement.

      In  rendering  our  opinion,  we have made such legal  examinations  and
inquiries  and  examined  such  documents,  as we  have  deemed  necessary  or
appropriate for the purposes of rendering this opinion.  In such  examination,
we  have  assumed  the  authenticity  of  all  documents  submitted  to  us as
originals and the conformity to original  documents of all copies submitted to
us as certified,  conformed or photostatic  copies and the authenticity of the
originals  of  such  latter  documents.   In  connections  with  the  opinions
expressed  herein,  we have  relied as to factual  matters on  representations
made by Value Fund in the Agreement and in other  documents,  instruments  and
certificates delivered to us in connection with the transactions  contemplated
by the Agreement.  We have also relied upon  certificates of public  officials
and officers of Value Fund and upon other  information we have obtained in the
course  of  our   representation   of  Value  Fund  in  connection   with  the
transactions   contemplated  by  the  Agreement.   Anything  to  the  contrary
contained herein  notwithstanding,  to the extent any opinion set forth herein
relates to the  business or assets of Value Fund,  our opinion is based solely
on the business, assets, agreements,  contracts, judgments, orders and decrees
actually known to those lawyers  currently  members of or employed by our firm
or  identified  by  officers  of  Value  Fund in the  Agreement  and in  other
documents,  instruments  and  certificates  delivered to us in connection with
the  transactions  contemplated  by the  Agreement,  without  any  independent
examination or inquiry on our part.


      Based on the foregoing we are of the opinion that:

1.    Value Fund is a  corporation  duly  organized,  validly  existing and in
      good standing under the laws of the Commonwealth of  Massachusetts  with
      full power to carry on its  business as described in its charter and now
      being conducted and to enter into and perform the Agreement.

2.    All action  necessary  to make the  Agreement,  according  to its terms,
      valid,  binding and  enforceable  upon Value Fund in accordance with its
      terms,  and to authorize  effectively the  transactions  contemplated by
      the Agreement have been taken by Value Fund.

3.    The Agreement has been duly authorized,  executed and delivered by Value
      Fund, and,  assuming that the Registration  Statement  complies with the
      Securities  Act of 1933,  as amended  (the "1933 Act"),  the  Securities
      Exchange  Act of 1934,  as amended  (the "1934 Act") and the  Investment
      Company Act of 1940,  as amended  (the "1940  Act") and the  regulations
      thereunder  and assuming due  authorization,  execution  and delivery of
      the Agreement by Trinity  Value Fund, is a valid and binding  obligation
      of Value Fund,  enforceable  against Value Fund, in accordance  with its
      terms,   subject   as  to   enforcement   to   bankruptcy,   insolvency,
      reorganization,   moratorium,   fraudulent  conveyance  and  other  laws
      relating  to  or  affecting  creditors  rights  and  to  general  equity
      principles  (regardless of whether  considered in a proceeding in law or
      in equity),  equitable  defenses and the  discretion of the court before
      which any  proceeding  for  specific  performance,  injunction  or other
      forms of equitable relief may be brought.

4.    The   execution   and  delivery  of  the  Agreement  did  not,  and  the
      consummation of the transactions  contemplated thereby will not, violate
      Value Fund's Declaration of Trust or By-laws.

5.    To our knowledge,  no consent,  approval,  authorization or order of any
      court or  governmental  authority  of the United  States or any state is
      required  for  the  consummation  by  Value  Fund  of  the  transactions
      contemplated  in the Agreement,  except such as have been obtained under
      the 1933 Act,  the 1934 Act and the 1940 Act and such as may be required
      under state securities laws.

6.    The shares of Value Fund to be issued in  accordance  with the Agreement
      are duly  authorized  and,  when issued,  sold and  delivered to Trinity
      Value  Fund,  in  accordance  with the  terms of the  Agreement  against
      payment  therefore,  will be duly and  validly  issued,  fully  paid and
      non-assessable.

      We are  members  of the bar of the  State  of New York  and  express  no
opinion as to the laws of any jurisdiction  other than the federal laws of the
United  States  of  America  and  the  laws  of  the  State  of New  York.  In
particular,  we do not  hold  ourselves  out as  qualified  to  practice  with
respect to the laws of the  Commonwealth of  Massachusetts  and, to the extent
that the opinions  expressed  herein relate to the laws of the Commonwealth of
Massachusetts,  we have  relied  exclusively,  with  your  consent,  upon  the
opinion of  ____________,  dated  ______________  and our  opinions  set forth
herein  are  subject  to  all  limitations,   exceptions  and   qualifications
contained in such opinion as if set forth herein in full.  Further, we express
no opinion as to the state securities or blue sky laws of any jurisdiction.

      This  opinion  is solely for the  benefit of Trinity  Value Fund and may
not be provided to or relied on by any other person  without our prior written
consent.  Our  opinion is based on and  limited to the  current  status of the
law, and is subject in all respects to, and may be limited by,  future  rules,
regulations  and  legislation,  as  well as  developing  case  law.  We do not
undertake to notify any person of changes in facts or law  occurring or coming
to our attention after the delivery of this opinion.


                                          Very truly yours

EX-11.(II) 5 exhibit112.htm EXHIBIT 11(II) Oppenheimer Value Fund

                                                                EXHIBIT 11(ii)
                                        Form of Opinion and Consent of Counsel

                           MAYER, BROWN, ROWE & MAW

                                1675 BROADWAY

                        NEW YORK, NEW YORK 10019-5820



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



Oppenheimer Value Fund
c/o OppenheimerFunds, Inc.
6803 S. Tucson Way
Centennial, CO 80112

Ladies and Gentlemen:

      We  have  acted  as  counsel  for  Oppenheimer  Trinity  Value  Fund,  a
Massachusetts  business trust ("Trinity  Value Fund"),  in connection with the
transactions   contemplated   by   that   certain   Agreement   and   Plan  of
Reorganization  dated as of April 17,  2003 (the  "Agreement")  by and between
Trinity Value Fund, and  Oppenheimer  Value Fund ("Value  Fund"),  a series of
Oppenheimer Series Fund, Inc., a Maryland Corporation.

      We are rendering this opinion  pursuant to Section 10B of the Agreement.
Unless otherwise  specified,  all capitalized terms used herein shall have the
respective meanings attributed to them in the Agreement.

      In  rendering  our  opinion,  we have made such legal  examinations  and
inquiries  and  examined  such  documents,  as we  have  deemed  necessary  or
appropriate for the purposes of rendering this opinion.  In such  examination,
we  have  assumed  the  authenticity  of  all  documents  submitted  to  us as
originals and the conformity to original  documents of all copies submitted to
us as certified,  conformed or photostatic  copies and the authenticity of the
originals  of  such  latter  documents.   In  connections  with  the  opinions
expressed  herein,  we have  relied as to factual  matters on  representations
made  by  Trinity  Value  Fund  in  the  Agreement  and  in  other  documents,
instruments  and   certificates   delivered  to  us  in  connection  with  the
transactions   contemplated  by  the  Agreement.  We  have  also  relied  upon
certificates  of public  officials and officers of Trinity Value Fund and upon
other  information  we have  obtained in the course of our  representation  of
Trinity Value Fund in connection  with the  transactions  contemplated  by the
Agreement.  Anything to the contrary contained herein notwithstanding,  to the
extent any  opinion  set forth  herein  relates to the  business  or assets of
Trinity  Value Fund,  our  opinion is based  solely on the  business,  assets,
agreements,  contracts,  judgments, orders and decrees actually known to those
lawyers  currently  members  of or  employed  by our  firm  or  identified  by
officers  of  Trinity  Value  Fund in the  Agreement  and in other  documents,
instruments  and   certificates   delivered  to  us  in  connection  with  the
transactions   contemplated   by  the  Agreement,   without  any   independent
examination or inquiry on our part.


      Based on the foregoing we are of the opinion that:

1.    Trinity  Value  Fund is an  unincorporated  voluntary  association  duly
      organized,  validly  existing and in good standing under the laws of the
      Commonwealth of  Massachusetts  with full power to carry on its business
      as  described in its charter and now being  conducted  and to enter into
      and perform the Agreement.

2.    All action  necessary  to make the  Agreement,  according  to its terms,
      valid,  binding and  enforceable  upon Trinity  Value Fund in accordance
      with  its  terms,   and  to  authorize   effectively  the   transactions
      contemplated by the Agreement have been taken by Trinity Value Fund.

3.    The  Agreement  has been duly  authorized,  executed  and  delivered  by
      Trinity  Value  Fund,  and,  assuming  that the  Registration  Statement
      complies with the  Securities  Act of 1933, as amended (the "1933 Act"),
      the  Securities  Exchange  Act of 1934,  as amended (the "1934 Act") and
      the Investment  Company Act of 1940, as amended (the "1940 Act") and the
      regulations  thereunder  and assuming due  authorization,  execution and
      delivery  of the  Agreement  by  Value  Fund,  is a  valid  and  binding
      obligation  of Trinity  Value Fund,  enforceable  against  Trinity Value
      Fund,  in  accordance  with its  terms,  subject  as to  enforcement  to
      bankruptcy,   insolvency,    reorganization,    moratorium,   fraudulent
      conveyance and other laws relating to or affecting  creditors rights and
      to general  equity  principles  (regardless  of whether  considered in a
      proceeding in law or in equity),  equitable  defenses and the discretion
      of the court  before  which any  proceeding  for  specific  performance,
      injunction or other forms of equitable relief may be brought.

4.    The   execution   and  delivery  of  the  Agreement  did  not,  and  the
      consummation of the transactions  contemplated thereby will not, violate
      Trinity Value Fund's Declaration of Trust or By-laws.

5.    To our knowledge,  no consent,  approval,  authorization or order of any
      court or  governmental  authority  of the United  States or any state is
      required for the  consummation by Trinity Value Fund of the transactions
      contemplated  in the Agreement,  except such as have been obtained under
      the 1933 Act,  the 1934 Act and the 1940 Act and such as may be required
      under state securities laws.

      We are  members  of the bar of the  State  of New York  and  express  no
opinion as to the laws of any jurisdiction  other than the federal laws of the
United  States  of  America  and  the  laws  of  the  State  of New  York.  In
particular,  we do not  hold  ourselves  out as  qualified  to  practice  with
respect to the laws of the  Commonwealth of  Massachusetts  and, to the extent
that the opinions  expressed  herein relate to the laws of the Commonwealth of
Massachusetts,  we have  relied  exclusively,  with  your  consent,  upon  the
opinion of Kushner & Sanders LLP, dated  ________________ and our opinions set
forth herein are subject to all  limitations,  exceptions  and  qualifications
contained in such opinion as if set forth herein in full.  Further, we express
no opinion as to the state securities or blue sky laws of any jurisdiction.

      This  opinion  is solely for the  benefit of Trinity  Value Fund and may
not be provided to or relied on by any other person  without our prior written
consent.  Our  opinion is based on and  limited to the  current  status of the
law, and is subject in all respects to, and may be limited by,  future  rules,
regulations  and  legislation,  as  well as  developing  case  law.  We do not
undertake to notify any person of changes in facts or law  occurring or coming
to our attention after the delivery of this opinion.


                                          Very truly yours

EX-12 6 exhibit12.htm EXHIBIT 12 Oppenheimer Value Fund

Oppenheimer Trinity Value Fund
Oppenheimer Value Fund
- --------------------

                                                                    EXHIBIT 12
                            Form of Tax Opinion Relating to the Reorganization

[Name and address of Tax Expert]

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

Oppenheimer Trinity Value Fund
c/o OppenheimerFunds, Inc.
6803 S. Tucson Way
Centennial, CO 80112-3924

Oppenheimer Series, Inc.
c/o OppenheimerFunds, Inc.
6803 S. Tucson Way
Centennial, CO 80112-3924

Ladies & Gentlemen:

REORGANIZATION OF OPPENHEIMER TRINITY VALUE FUND INTO
OPPENHEIMER VALUE FUND -
UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS
- -----------------------------------------------

      You have  requested the opinion of _________  (the "Tax  Experts") as to
certain U.S.  federal income tax consequences in connection with the Agreement
and  Plan  of  Reorganization,  dated  _______,  2003  (the  "Plan"),  between
Oppenheimer  Trinity Value Fund (the "Target  Fund"),  and  Oppenheimer  Value
Fund  (the  "Acquiring  Fund"),  a series of  Oppenheimer  Series  Fund,  Inc.
pursuant  to  which:  (i)  Target  Fund  will  transfer  all of its  assets to
Acquiring  Fund solely in exchange for voting shares of Acquiring  Fund;  (ii)
Acquiring  Fund will  assume  the  identified  liabilities  of Target  Fund as
listed on Target Fund's  Statement of Net Assets as of  ___________(i.e.,  the
"Closing Date" of this transaction);  (iii) Target Fund will distribute to its
shareholders  all of the voting shares  received from Acquiring Fund; and (iv)
Target Fund will be liquidated  (the  aforementioned  items (i), (ii),  (iii),
and (iv) hereinafter  collectively referred to as the ("Transaction").  Except
as otherwise  provided,  all terms not defined  herein shall have the meanings
ascribed to them (or defined by reference)  in the Plan.  In  connection  with
the rendering of this opinion,  the Tax Experts has reviewed the  registration
statement  filed by the Acquiring  Fund on Form N-14 with the  Securities  and
Exchange   Commission   relating  to  the   Transaction   (the   "Registration
Statement")  and the Plan.  In  addition,  the Tax  Experts has  reviewed  and
relied upon the  representations  made by Target Fund,  and Acquiring  Fund in
their    respective    Representation    Letters,    dated    ________________
(collectively, the "Representations").

FACTS AND ASSUMPTIONS

      Target fund, a  Massachusetts  business  trust,  was organized on May 6,
1999.  Acquiring  Fund was organized as a  Massachusetts  business  trust as a
successor to a Maryland  corporation  organized on September 30, 1996.  Target
Fund and  Acquiring  Fund are  open-end  management  investment  companies  in
accordance  with the  Investment  Company  Act of 1940 (the  "1940  Act"),  as
amended.  Both Target Fund and Acquiring Fund have individually  qualified and
are expected to qualify as regulated  investment companies ("RICs") within the
meaning of Section 851 of the Internal  Revenue Code of 1986,  as amended (the
"Code") for all prior years and the current year.

      Both Target Fund and Acquiring Fund  currently  maintain five classes of
common  shares.  Neither  Target Fund nor  Acquiring  Fund permits  cumulative
voting.  Class A shares of Target Fund are subject to a 5.75 percent front-end
sales  charge and 12b-1  service  plan fees  equal to 0.25  percent of average
annual  net  assets  of Class A  shares.  Class B shares  of  Target  Fund are
subject to a maximum contingent  deferred sales charge of 5.00 percent as well
as an annual 0.75 percent  asset-based sales charge.  Class C shares of Target
Fund are  subject  to a  maximum  contingent  deferred  sales  charge  of 1.00
percent as well as an annual 0.75 percent  asset-based  sales charge.  Class N
shares of Target  Fund are  subject  to a maximum  contingent  deferred  sales
charge of 1.00  percent as well as an annual 0.25  percent  asset-based  sales
charge.  Finally,  Class Y shares of Target  Fund are not subject to any sales
charges,  and are offered to certain  institutional  investors under a special
agreement with the distributor of the Target Fund's shares.

      Class  A  shares  of  Acquiring  Fund  are  subject  to a  5.75  percent
front-end  sales  charge and 12b-1  service plan fees equal to 0.25 percent of
average  annual net assts of Class A shares.  Class B shares of Acquiring Fund
are subject to a maximum  contingent  deferred sales charge of 5.00 percent as
well as an annual 0.75 percent  asset-based  sales  charge.  Class C shares of
Acquiring  Fund are subject to a maximum  contingent  deferred sales charge of
1.00 percent as well as an annual 0.75 percent asst-based sales charge.  Class
N shares of Acquiring Fund are subject to a maximum contingent  deferred sales
charge of 1.00  percent as well as an annual 0.25  percent  asset-based  sales
charge.  Finally,  Class Y shares of  Acquiring  Fund are not  subject  to any
sales  charges,  and are offered to certain  institutional  investors  under a
special agreement with the distributor of the Acquiring Fund's shares.

      For what has been  represented  by Target Fund and Acquiring  Fund to be
valid business reasons, the following transaction is proposed:

1.    Target Fund will transfer all of its assets to Acquiring  Fund solely in
      exchange  for voting  shares of  Acquiring  Fund and the  assumption  by
      Acquiring Fund of the liabilities of Target Fund;

2.    Target  Fund  will  distribute  the  voting  shares  of  Acquiring  Fund
      received in the  exchange  to its  shareholders  in  exchange  for their
      shares in Target Fund; and

3.    Target Fund will  liquidate and dissolve in accordance  with the laws of
      Massachusetts, and terminate its registration under the 1940 Act.

      Acquiring  Fund may sell up to 66 percent of the assets  received in the
Transaction  to  unrelated  purchasers  and will  invest any  proceeds of such
sales consistent with its investment objectives and policies.

REPRESENTATIONS

      The  following  representations  have been made in  connection  with the
Transaction:

   (a)      Each  shareholder  of Target Fund will receive in the  Transaction
      solely voting shares of Acquiring  Fund in exchange for shares of Target
      Fund.

   (b)      Pursuant  to  the  Transaction,   Target  Fund  shareholders  will
      receive  fractional  shares  of  Acquiring  Fund in  exchange  for their
      fractional  shares of Target Fund. No cash will be  distributed  in lieu
      of fractional shares.

   (c)      The fair  market  value of the  voting  shares of  Acquiring  Fund
      received by each shareholder of Target Fund will be approximately  equal
      to the  fair  market  value  of the  shares  of  Target  Fund  exchanged
      therefore.

   (d)      Neither   Acquiring   Fund  (in  its   capacity   as  the  issuing
      corporation  as  defined  in  Section   1.368-1(b)  of  the  Income  Tax
      Regulations  (the  "Regulations")  nor any person  related to  Acquiring
      Fund, as defined in Section  1.368-1(e)(3)  of the  Regulations,  has or
      will  have  (at the  time of the  Transaction)  a plan or  intention  to
      acquire,  during  the  five-year  period  beginning  on the  date of the
      Transaction and in connection with the  Transaction,  Target Fund shares
      with  consideration  other than Acquiring Fund shares,  or redeem any of
      the Acquiring  Fund shares,  or redeem any of the Acquiring  Fund shares
      issued in the Transaction  either  directly or through any  transaction,
      agreement, or arrangement with any other person.

   (e)      During   the   five-year   period   ending  on  the  date  of  the
      Transaction,  neither  Target Fund nor any person related to Target Fund
      (as  defined  in Section  1.368-1(e)(3)  of the  Regulations)  will have
      directly or through any  transaction,  agreement or arrangement with any
      other person, (1) acquired Target Fund shares with  consideration  other
      than solely voting  shares of Acquiring  Fund or Target Fund (other than
      redemptions  of Target Fund shares made pursuant to Section 22(e) of the
      1940 Act that were not in connection with the Transaction),  or (2) made
      distributions   with   respect  to  Target  Fund   shares   (other  than
      distributions  made in the  ordinary  course of  business by Target Fund
      pursuant to the 1940 Act). Therefore,  Target Fund shareholders will not
      have  received   consideration   before  the   Transaction   (either  in
      redemption  of,  or as a  distribution  with  respect  to,  Target  Fund
      shares)  that would be treated as other  property  or money  received in
      the  Transaction for purposes of Section 356 of the Code (or would be so
      treated if Target Fund  shareholders  had also received  Acquiring  Fund
      shares in exchange for Target Fund shares).

   (f)      During   the   five-year   period   ending  on  the  date  of  the
      Transaction,  neither Acquiring Fund nor any person related to Acquiring
      Fund (as defined in Section  1.368-1(e)(3) of the Regulations) will have
      acquired, directly or through any transaction,  agreement or arrangement
      with any other person,  Target Fund shares with consideration other than
      voting shares of Acquiring Fund.

   (g)      Acquiring Fund does not own,  directly or  indirectly,  nor has it
      owned during the past five years,  directly or indirectly,  any stock of
      Target Fund.

   (h)      There is no plan or intention by Target Fund  shareholders who own
      5  percent  or  more  of  Target  Fund  stock,  and to the  best  of the
      knowledge  of the  management  of  Target  Fund,  there  is no  plan  or
      intention  on the  part of any  other  shareholders  of  Target  Fund to
      redeem an amount of  Acquiring  Fund stock  received in the  Transaction
      that would reduce such Target Fund shareholders'  ownership of Acquiring
      Fund to a  number  of  shares  having  a  value,  as of the  date of the
      Transaction,  of  less  than  50  percent  of  the  value  of all of the
      formerly  outstanding  Target  Fund  stock  as of  the  same  date.  For
      purposes of this  representation,  shares of Target Fund stock exchanged
      for cash or other property or surrendered by dissenters  will be treated
      as  outstanding  Target  Fund stock on the date of the  Transaction.  In
      addition,  Target  stock and  Acquiring  Fund stock held by Target  Fund
      shareholders,  and redeemed prior to or subsequent to  Transaction  will
      be considered in making this representation.

   (i)      The five classes of common  shares  issued by  Acquiring  Fund are
      substantially  similar  to the  corresponding  five  classes  of  common
      shares  issued by Target Fund.  Target Fund will  exchange each share of
      Target  Fund  for a  share  of the  corresponding  class  of  shares  of
      Acquiring Fund.

   (j)      Acquiring  Fund  will  acquire  at  least 90  percent  of the fair
      market  value of the net  assets  and at least  70  percent  of the fair
      market value of the gross assets held by Target Fund  immediately  prior
      to the Transaction.  For purposes of this  representation,  amounts used
      by Target  Fund to pay its  Transaction  expenses  will be  included  as
      assets of Target Fund held immediately prior to the Transaction.

   (k)      Target Fund will  distribute  the voting shares of Acquiring  Fund
      it receives in the Transaction in pursuance of the Plan.

   (l)      Immediately  after the  Transaction,  the former  shareholders  of
      Target Fund will not be in control of Acquiring  fund within the meaning
      of Section 368(a)(2)(H) of the Code.

   (m)      After  the  Transaction,   Acquiring  Fund  will  use  the  assets
      acquired  from  the  Target  Fund  in its  business  and  has no plan or
      intention  to sell or  otherwise  dispose  of any of the  assets  of the
      Target Fund acquired in the Transaction,  except for  dispositions  made
      in the ordinary  course of business,  or transfers  described in Section
      368(a)(2)(C) of the Code. In addition,  Acquiring Fund may sell up to 66
      percent of the assets acquired from Target Fund in the Transaction.  Any
      proceeds  will  be  invested  in  accordance   with   Acquiring   Fund's
      investment objectives.

   (n)      Following  the  Transaction,  Acquiring  Fund  will  continue  the
      historical  business of Target Fund or use a significant  portion of the
      Target Fund's historical business assets in a business.

   (o)      Acquiring  Fund  will  assume  all of  Target  Fund's  liabilities
      identified  on Target  Fund's  Statement of Net Assets as of the Closing
      Date,  and such  liabilities  were or will have been  incurred by Target
      Fund in the  ordinary  course of business.  No other  person  related to
      Acquiring Fund will assume any Target Fund liability in the Transaction.

   (p)      The  liabilities  of Target Fund to be assumed by  Acquiring  Fund
      and the liabilities to which the  transferred  assets of the Target Fund
      will be  subject  will  have  incurred  by Target  Fund in the  ordinary
      course of its business.

   (q)      Target Fund and Target Fund shareholders,  respectively,  will pay
      all of their own  expenses  relating to the  Transaction  whether or not
      those expenses are solely and directly related to the  Transaction,  and
      whether or not the Transaction is  consummated.  Acquiring Fund will pay
      its expenses  that are solely and directly  related to the  Transaction,
      if  any,  whether  or  not  the  Transaction  is  consummated.   Neither
      Acquiring  Fund  nor  Acquiring  Fund  shareholders  will pay any of the
      expenses of either Target Fund or of Target Fund shareholders.

   (r)      There will be no intercorporate  indebtedness existing at the time
      of the  Transaction  between  Acquiring  Fund and Target  Fund that will
      have been issued, acquired , or settled at a discount.

      (s)   The fair market value of the assets of Target Fund  transferred to
      Acquiring Fund will equal or exceed the sum of the  liabilities  assumed
      by Acquiring Fund plus the amount of  liabilities,  if any, to which the
      transferred assets are subject.

   (t)      Acquiring  Fund and  Target  Fund  have each  qualified,  and will
      qualify  at the  time  of the  Transaction,  as a  regulated  investment
      company  within  the  meaning  of  Section  368(a)(2)(F)  and 851 of the
      Code.  After the  Transaction,  Acquiring Fund intends to continue to so
      qualify.

   (u)      Neither  Acquiring  Fund nor Target  Fund will have  acquired  any
      options,  warrants,  or  rights  with  respect  to  Target  Fund  shares
      pursuant to the Transaction.

(v)   Target  is not and will not be under  the  jurisdiction  of a court in a
      title 11 or similar case within the meaning of Section  368(a)(3)(A)  of
      the Code.

   (w)      Target Fund will have at the time of the  Transaction  no options,
      warrants or rights  outstanding with respect to its shares.  Target Fund
      will not have redeemed any options,  warrants, or rights with respect to
      its shares pursuant to the Transaction.

   (x)      Target  Fund has not filed an election  pursuant to Notice  88-19,
      1988-1 C.B.  486, or Section  1.337(d)-5T  of the  Temporary  Income Tax
      Regulations,  to be  subject  to rules  similar  to the rules of Section
      1374 of the Code with  respect  to any net  built-in  gain on any assets
      acquired from another corporation.

SCOPE OF OPINIONS

      The  opinions  expressed  herein are  rendered  only with respect to the
specific matters  discussed  herein. We express no opinion with respect to any
other  federal or state income tax or legal aspect of the  Transaction  and no
inference  should be drawn with  respect to any  matter not  expressly  opined
upon.

      Our   opinions   are  based   upon  the  FACTS   AND   ASSUMPTIONS   and
REPRESENTATIONS   set  forth  above.  If  any  of  the   above-stated   facts,
assumptions,  or Representations are not entirely complete or accurate,  it is
imperative   that  we  be  informed   immediately,   as  the   inaccuracy   or
incompleteness  could have a material effect on our conclusions.  In rendering
our opinions,  we are relying upon the relevant  provisions  of the Code,  the
regulations  thereunder,  and  judicial  and  administrative   interpretations
thereof,  all as of the  date  of this  letter.  However,  all  the  foregoing
authorities are subject to change or  modification by subsequent  legislative,
regulatory,  administrative,  or judicial decisions that can be retroactive in
effect  and,  therefore,   could  also  affect  our  opinions.  We  assume  no
responsibility  to update our  opinions  for any such change or  modification.
The  opinions  contained  herein are not  binding  upon the  Internal  Revenue
Service,  any other tax authority or any court,  and no assurance can be given
that a position  contrary to that  expressed  herein will not be asserted by a
tax authority and ultimately sustained by a court.

      To the best of our  knowledge  (including  such due diligence as we have
performed),  our  opinions  are not  based on  unreasonable  factual  or legal
assumptions  (including  assumptions  as to  future  events)  and we have  not
unreasonably   relied  on  the   REPRESENTATIONS,   statements,   finding,  or
agreements of any person.

      In connection  with the rendering of these opinions we have reviewed the
Registration  Statement  including the Plan. We have not made any  independent
investigation of the FACTS AND ASSUMPTIONS or the REPRESENTATIONS  involved in
the  Transaction  discussed  herein.  We have not  examined  any  agreement to
determine  whether it complies with applicable  federal,  state, or local law.
We have  assumed  that all  actions  required to effect the  Transaction  have
been,  are, and will be effectuated  in accordance  with  applicable  federal,
state, and local law and the terms of any relevant agreements.

      The opinions  expressed  herein are for the exclusive  benefit of Target
Fund, Acquiring Fund, and their respective  shareholders and may not be relied
upon for any other purpose, or used, circulated,  quoted or relied upon by any
other person or entity without our prior written consent.

OPINIONS

      Based upon the FACTS AND  ASSUMPTIONS and  REPRESENTATIONS  as set forth
above,  and subject to the conditions and limitations  included in the portion
of this  letter  entitled  SCOPE  OF  OPINION,  it is the  opinion  of the Tax
Experts that the following  federal income tax  consequences  will result from
the Transaction:

1.    The acquisition by Acquiring Fund of substantially  all of the assets of
      Target Fund,  solely in exchange for the exchange for the voting  shares
      of Acquiring Fund and the  assumption of the  identified  liabilities of
      Target Fund by Acquiring  Fund,  followed by the  distribution by Target
      Fund of the shares of  Acquiring  Fund in  complete  liquidation  to the
      shareholders  of Target Fund in exchange  for their  Target Fund shares,
      will   constitute   reorganization   within   the   meaning  of  Section
      368(a)(1)(C) of the Code.  Target Fund and Acquiring Fund will each be a
      "party to a reorganization"  within the meaning of Section 368(b) of the
      Code.

2.    Target  Fund's  shareholders  will not  recognize  gain or loss on their
      receipt of solely  voting  shares of Acquiring  Fund in exchange for the
      voting shares of Target Fund pursuant to the  Transaction  in accordance
      with Section 354(a)(1) of the Code.

3.    Target Fund will not  recognize  gain or loss on the  transfer of all of
      its assets to  Acquiring  Fund solely in exchange  for voting  shares of
      Acquiring  Fund and the  Assumption  by  Acquiring  Fund of Target  Fund
      liabilities  pursuant to the  Transaction  in  accordance  with Sections
      361(a) and 357(a) of the Code.

4.    Target  Fund  will not  recognize  gain or loss on its  distribution  of
      voting  shares of  Acquiring  Fund to its  shareholders  pursuant to the
      liquidation  of Target Fund in  accordance  with  Section  361(c) of the
      Code.

5.    Acquiring  Fund will not recognize  gain or loss on its  acquisition  of
      all of the assets of Target Fund solely in  exchange  for voting  shares
      of Acquiring  Fund and the assumption by Acquiring Fund of Target Fund's
      liabilities in accordance with Section 1032 (a) of the Code.

6.    The basis of the voting  shares of  Acquiring  Fund  received  by Target
      Fund's shareholders  pursuant to the Transaction will equal the basis of
      the voting shares of Target Fund  surrendered  in exchange  therefore in
      accordance with Section 358(a)(1) of the Code.

7.    The holding  period of the voting shares of Acquiring Fund received by a
      Target Fund  shareholder  pursuant to the  Transaction  will include the
      period  that the  shareholder  held the  voting  shares of  Target  Fund
      exchanged  therefore,  provided that the shareholder held such shares as
      a  capital  asset  on the date of the  Transaction  in  accordance  with
      Section 1223(1) of the Code.

8.    Acquiring  Fund's basis in the assets of Target Fund  received  pursuant
      to the  Transaction  will  equal  Target  Fund's  basis  in  the  assets
      immediately  before the Transaction in accordance with Section 362(b) of
      the Code.

9.    Acquiring Fund's holding period in Target Fund assets received  pursuant
      to the  Transaction  will  include the period  during  which Target Fund
      held the assets in accordance with Section 1223(2) of the Code.

10.   Acquiring  Fund  will  succeed  to and take  into  account  the items of
      Target  Fund  described  in Section  381(c) of the Code,  including  the
      earnings  and profits,  or deficit in earnings  and  profits,  of Target
      Fund as of the date of the  Transaction.  Acquiring Fund will take these
      items into account subject to the conditions and  limitations  specified
      in  Sections  381,  382,  383  and  384  of  the  Code  and   applicable
      Regulations thereunder.


Very truly yours

EX-14 7 exhibit14.htm EXHIBIT 14 Oppenheimer Value Fund

                                                   EX 14 Auditors' Consent
                        Independent Auditors' Consent


The Board of Trustees
Oppenheimer Trinity Value Fund
And Oppenheimer Value Fund:

We consent to the use of our incorporation by reference in the Registration
Statement of Oppenheimer Value Fund on Form N-14 of our reports dated August
21, 2002 and November 21, 2002 relating to the financial statements and
financial highlights appearing in the July 31, 2002 Annual Report to the
Shareholders of Oppenheimer Trinity Value Fund and in the October 31, 2002
Annual Report to the Shareholders of Oppenheimer Value Fund, respectively.

We also consent to the reference to our firm under the headings "What are the
Tax Consequences of the Reorganization" and "Agreement and Plan of
Reorganization" in the combined Prospectus and Proxy Statement which is part
of the Registration Statement of Oppenheimer Trinity Value Fund and
Oppenheimer Value Fund on Form N-14.



                                                /s/KPMG LLP
                                                -----------
                                                KPMG LLP



Denver, Colorado
June 2, 2003

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