497 SAI QUEST CAPITAL VALUE FUND

EX-99 5 capvaluesai497.htm SAI 497 QUEST CAPITAL VALUE FUND 497 SAI QUEST CAPITAL VALUE FUND

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Oppenheimer Quest Capital Value Fund, Inc.
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6803 South Tucson Way, Englewood, Colorado 80112
1.800.525.7048

Statement of Additional Information dated February 28, 2002

         This  Statement  of  Additional   Information  is  not  a  Prospectus.   This  document  contains  additional
information  about the Fund and supplements  information in the Prospectus  dated February 28, 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 web site at www.oppenheimerfunds.com.

Contents

About the Fund                                                                                     Page

Additional Information About the Fund's Investment Policies and Risks..................................2
     The Fund's Investment Policies....................................................................2
     Other Investment Techniques and Strategies........................................................9
     Investment Restrictions..........................................................................23
How the Fund is Managed ..............................................................................25
     Organization and History.........................................................................25
     Directors and Officers of the Fund...............................................................27
     The Manager......................................................................................33
Brokerage Policies of the Fund........................................................................36
Distribution and Service Plans........................................................................39
Performance of the Fund...............................................................................42

About Your Account
How To Buy Shares.....................................................................................47
How To Sell Shares....................................................................................56
How To Exchange Shares................................................................................61
Dividends, Capital Gains and Taxes....................................................................64
Additional Information About the Fund.................................................................68

Financial Information About the Fund
Independent Auditors' Report...................................................................70
Financial Statements..............................................................................   71

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

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ABOUT THE FUND
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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., can select for the
Fund. Additional information is also provided about the strategies that the Fund might 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, OpCap Advisors, may use in selecting portfolio securities will vary over time. The Fund is not
required to use all of the investment techniques and strategies described below in seeking its goal. It may use
some of the special techniques and strategies at some times or not at all.

In selecting securities for the Fund's portfolio, the Sub-Advisor evaluates the merits of particular
securities primarily through the exercise of its own investment analysis. In the case of corporate issuers, that
process may include, among other things, evaluation of the issuer's historical operations, prospects for the
industry of which the issuer is part, the issuer's financial condition, its pending product developments and
business (and those of competitors), the effect of general market and economic conditions on the issuer's business,
and legislative proposals that might affect the issuer. In the case of foreign securities, the Sub-Advisor may also
consider the conditions of a particular country's economy in relation to the U.S. economy or other foreign
economies, general political conditions in a country or region, the effect of taxes, the efficiencies and costs of
particular markets and other factors when evaluating the securities of issuers in a particular country.

|X| Investments in Equity Securities. While the Fund currently emphasizes investments in equity
securities of mid-size and larger companies, the Fund does not limit its investments in equity securities to issuers
having a market capitalization of a specified size or range, and therefore can invest in securities of small-, mid-
and large-capitalization issuers. At times, the Fund might focus its equity investments in securities of one or more
capitalization ranges, based upon the Sub-Advisor's 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, and securities of mid-and 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 mid-and/or
smaller-capitalization companies at times of market volatility, the Fund's share price could fluctuate more than
that of funds focusing on larger-capitalization issuers.

|_| Value Investing. In selecting equity investments for the Fund's portfolio, the portfolio
manager currently uses a value investing style. In using a value approach, the portfolio manager seeks stock and
other equity securities that appear to be temporarily undervalued, by various measures, such as price/earnings
ratios. This approach is subject to change and might not necessarily be used in all cases. Value investing seeks
stocks having prices that are low in relation to their real worth or future prospects, in the hope that the 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:
|_| Price/Earnings ratio, which is the stock's price divided by its earnings per share. A stock having a
price/earnings ratio lower than its historical range, or the market as a whole or that of similar companies
may offer attractive investment opportunities.
|_| Price/book value ratio, which is the stock price divided by the book value of the company per share,
which measures the company's stock price in relation to its asset value.
|_| Dividend Yield is measured by dividing the annual dividend by the stock price per share.
|_| Valuation of Assets which compares the stock price to the value of the company's underlying assets,
including their projected value in the marketplace and liquidation value.

|_| Preferred Stocks. 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
dividends can be paid on the issuer's common stock.

If interest rates rise, the fixed dividend on preferred stocks may be less attractive, causing the price of
preferred stocks to decline. Preferred stock may have mandatory sinking fund provisions, as well as provisions
allowing calls or redemptions prior to maturity, which also have a negative impact on prices when interest rates
decline. Preferred stock also generally has a preference over common stock on the distribution of a corporation's
assets in the event of liquidation of the corporation. The rights of preferred stock on distribution of a
corporation's assets in the event of a liquidation are generally subordinate to the rights associated with a
corporation's debt securities. Preferred stock may be "participating" stock, which means that it may be entitled to
a dividend exceeding the stated dividend in certain cases.

|_| Rights and Warrants. 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. The Fund will not invest more than 5% of its net assets in
warrants. That limit does not apply to warrants that have been acquired in units or attached to other securities.

|_| 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 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 some convertible securities are a form of debt security, in many cases their conversion feature
(allowing conversion into equity securities) may cause them to be regarded by the Sub-Advisor more as "equity
equivalents." As a result, the rating assigned to the security has less impact on the Sub-Advisor's investment
decision with respect to convertible securities than in the case of non-convertible debt fixed income securities.
To determine whether convertible securities should be regarded as "equity equivalents," the Sub-Advisor may consider
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| Investments in Debt Securities. The Fund can invest in a variety of domestic and foreign debt
securities including bonds, notes, debentures and other debt securities, including U.S. Government securities. It
can also invest in short-term debt securities primarily for liquidity or defensive purposes. Because the Fund
currently emphasizes investments in equity securities, such as stocks, it is not anticipated that more than 25% of
the Fund's assets will be invested in debt securities under normal market conditions.

Foreign debt securities are subject to the risks of foreign investing described below. In general,
domestic and foreign debt securities are also subject to credit risk and interest rate risk.

|_| Credit Risk. In making investments in debt securities, the Sub-Advisor may rely to some
extent on the ratings of ratings organizations or it may use its own research to evaluate a security's
creditworthiness. The Fund's debt investments can include investment grade and below investment-grade bonds
(commonly referred to as "junk bonds"). Investment-grade bonds are bonds rated at least "Baa" by Moody's Investors
Service, Inc., at least "BBB" by Standard & Poor's Rating Service or Duff & Phelps, Inc., or that have comparable
ratings by another nationally recognized statistical rating organization. If the securities the Fund buys are
unrated, to be considered part of the Fund's holdings of investment-grade securities, they must be judged by the
Sub-Advisor to be of comparable quality to bonds rated as investment grade by a rating organization. The debt
security ratings definitions of Moody's, Standard & Poor's, Fitch, Inc. and IBCA are included in Appendix A to this
Statement of Additional Information.

|_| Interest Rate Risk. Interest rate risk refers to the fluctuations in value of debt securities
resulting from the inverse relationship between price and yield. For example, an increase in 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 the Fund's portfolio securities after the Fund buys them normally do
not affect the interest income payable on those securities (unless the security's interest is payable on a variable
rate pegged to particular 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.

|_| U.S. Government Securities. Obligations of U.S. Government agencies or instrumentalities
(including mortgage-backed securities) may or may not be guaranteed or supported by the "full faith and credit" of
the United States. Some are backed by the right of the issuer to borrow from the U.S. Treasury; others, by
discretionary authority of the U.S. Government to purchase the agencies' obligations; while others are supported
only by the credit of the instrumentality.

All U.S. Treasury obligations are backed by the full faith and credit of the United States. If the
securities are not backed by the full faith and credit of the United States, the owner of the securities must look
principally to the agency issuing the obligation for repayment and might not be able to assert a claim against the
United States in the event that the agency or instrumentality does not meet its commitment. The Fund will invest in
U.S. Government securities of such agencies and instrumentalities only when the Sub-Advisor is satisfied that the
credit risk with respect to such instrumentality is minimal.

|_| Special Risks of Lower-Grade Securities. While it is not currently anticipated that the Fund
will invest more than 25% of its total assets in lower-grade debt securities, the Fund can invest a portion of its
assets in these securities. Because lower-grade securities tend to offer higher yields than investment-grade
securities, the Fund could invest in lower grade securities if the Sub-Advisor is trying to achieve greater income.
In some cases, the appreciation possibilities of lower-grade securities might be a reason they are selected for the
Fund's portfolio.

"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 Standard & Poor's or Duff & Phelps, or similar ratings by other rating
organizations. If they are unrated, and are determined by the Sub-Advisor to be of comparable quality to debt
securities rated below investment grade, they are included in determining 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 "C" or "D."

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.

However, the Fund's limitations on these investments may reduce some of the risks to the Fund, as will the
Fund's policy of diversifying its investments. Additionally, to the extent they can be converted into stock,
convertible securities may be less subject to some of these risks than non-convertible high yield bonds, since stock
may be more liquid and less affected by some of these risk factors.

While securities rated "Baa" by Moody's or "BBB" by Standard & Poor's or Duff & Phelps are investment grade
and are not regarded as junk bonds, those securities may be subject to special risks, and have some speculative
characteristics.

|X| Money Market Instruments. The following is a brief description of the types of money market securities
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.

|_| U.S. Government Securities. These include obligations issued or guaranteed by the U.S.
government or any of its agencies or instrumentalities, described above.

|_| Bank Obligations. The Fund can buy time deposits, certificates of deposit and bankers'
acceptances. Time deposits, other than overnight deposits, may be subject to withdrawal penalties and, if so, they
are deemed "illiquid" investments.

The Fund can purchase bank obligations that are fully insured by the Federal Deposit Insurance Corporation.
The FDIC insures the deposits of member banks up to $100,000 per account. Insured bank obligations may have a
limited market and a particular investment of this type may be deemed "illiquid" unless the Board of Directors of
the Fund determines that a readily-available market exists for that particular obligation, or unless the obligation
is payable at principal amount plus accrued interest on demand or within seven days after demand.

|_| Commercial Paper. The Fund can invest in commercial paper if it is rated within the top two
rating categories of Standard & Poor's 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 Standard & Poor's 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.

|_| 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 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, described in the Prospectus, unless
they have a demand feature permitting them to be put back to the issuer within seven days. The Fund does not intend
that its investments in variable amount master demand notes will exceed 5% of its total assets.

|X| Foreign Securities. The Fund can purchase equity and debt securities issued by foreign companies or
foreign governments or their agencies. "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, European Depository
Receipts or Global Depository Receipts, or that are listed on a U.S. securities exchange or traded in the U.S.
over-the-counter markets are considered "foreign securities" for the purpose of the Fund's investment allocations.
That is because they are 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.

|_| Foreign Debt Obligations. The debt obligations of foreign governments and their agencies and
instrumentalities may or may not be supported by the full faith and credit of the foreign government. The Fund may
buy securities issued by certain "supra-national" entities, which include entities designated or supported by
governments to promote economic reconstruction or development, international banking organizations and related
government agencies. Examples are the International Bank for Reconstruction and Development (commonly called the
"World Bank"), the Asian Development bank and the Inter-American Development Bank.

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

|_| 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 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 possibilities in some countries of expropriation, confiscatory taxation, political, financial or social
instability or adverse diplomatic developments; and
o unfavorable differences between the U.S. economy and foreign economies.

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

|_| Special Risks of Emerging Markets. Emerging and developing markets abroad may also offer
special opportunities for growth 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 Sub-Advisor will consider
these factors when evaluating securities in these markets.

|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% annually. The Fund's portfolio turnover rate will fluctuate from year
to year, but the Fund does not expect to have a portfolio turnover rate of 100% or more. 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| Investing in Small, Unseasoned Companies. The Fund may invest in securities of small, unseasoned
companies. These are companies that have been in operation for less than three years, including the operations of
any predecessors. Securities of these companies may be subject to volatility in their prices. They may have a
limited trading market, which may adversely affect the Fund's ability to dispose of them and can reduce the price
the Fund might be able to obtain for them. Other investors that own a security issued by a small, unseasoned issuer
for which there is limited liquidity might trade the security when the Fund is attempting to dispose of its holdings
of that security. In that case the Fund might receive a lower price for its holdings than might otherwise be
obtained.

|X| Investing in Other Investment Companies. The Fund can invest up to 10% of its total assets in shares
of other investment companies. It can invest up to 5% of its total assets in any one investment company (but cannot
own more than 3% of the outstanding voting stock of that company). These limits do not apply to shares acquired in a
merger, consolidation, reorganization or acquisition of another investment company. Because the Fund would be
subject to its ratable share of the other investment company's expenses, the Fund will not make these investments
unless the Sub-Advisor believes that the potential investment benefits justify the added costs and expenses.

|X| "When-Issued" and "Delayed-Delivery" Transactions. The Fund can invest in securities on a
"when-issued" basis and can purchase or sell securities on a "delayed-delivery" or "forward commitment" basis.
When-issued and delayed-delivery are terms that refer to securities whose terms and indenture are available and for
which a market exists, but which are not available for immediate delivery. The Fund limits its when-issued
commitments to not more than 15% of its net assets.

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 (generally
within 45 days of the date the offer is accepted). 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 Sub-Advisor before settlement will
affect the value of such securities and may cause a loss to the Fund. During the period between purchase and
settlement, no payment is made by the Fund to the issuer and no interest accrues to the Fund from the investment.

The Fund will engage in when-issued transactions to secure what the Sub-Advisor considers to be an
advantageous price and yield at the time of entering into the obligation. 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 Sub-Advisor 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 purpose of investment leverage. Although
the Fund will enter into delayed-delivery or when-issued purchase transactions to acquire securities, it 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 delivery 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.

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 Fund's Board
of Directors 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 limits on holding illiquid investments. 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, 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
continuously monitor the collateral's value.

|X| Reverse Repurchase Agreements. The Fund can use reverse repurchase agreements and would normally do so
as a cash management tool. These agreements create leverage, a speculative investment technique. The Fund does not
currently use reverse repurchase agreements, but may do so in the future. When the Fund enters into a reverse
repurchase agreement, it segregates on its books an amount of cash or U.S. Government securities equal in value to
the purchase price of the securities it has committed to buy, plus accrued interest, until the payment is made to
the seller. Before the Fund enters into a reverse repurchase agreement, the Manager evaluates the creditworthiness
of the seller, typically a bank or broker-dealer. Reverse repurchase agreements are considered to be a form of
borrowing by the Fund and are subject to the Fund's limitations on borrowing.

These agreements are subject to certain risks. The market value of the securities retained in lieu of sale
by the Fund may decline more or appreciate more than the securities the Fund has sold but is obligated to
repurchase. If the buyer of the securities under the agreement files for bankruptcy or becomes insolvent, there may
be delays in the Fund's use of the proceeds.
|X| Illiquid and Restricted Securities. To enable the Fund to sell its holdings of a restricted security
not registered under the Securities Act of 1933, 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 may 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 and the Sub-Advisor 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.

|X| Loans of Portfolio Securities. The Fund can lend its portfolio securities to certain types of
eligible borrowers approved by the Board of Directors. It may do so to try to provide income or to raise cash for
liquidity purposes. As a fundamental policy, these loans are limited to not more than one-third of the value 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. The Fund
presently does not intend to engage in loans of securities, but if the Fund does lend its securities, those loans
are not expected to exceed 5% of the Fund's total assets.

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 must both 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| Borrowing. As a fundamental policy, the Fund cannot borrow money except as a temporary measure for
extraordinary or emergency purposes, and loans may not exceed one third of the lower of the market value or cost of
its total assets. Additionally, as part of that fundamental policy, the Fund will not purchase securities at times
when loans exceed 5% of its total assets.

The Fund may borrow only from banks. Under current regulatory requirements, borrowings can be made only to
the extent that the value of the Fund's assets, less its liabilities other than borrowings, is equal to at least
300% of all borrowings (including the proposed borrowing). If the value of the Fund's assets fails to meet this 300%
asset coverage requirement, the Fund will reduce its bank debt within three days to meet the requirement. To do so,
the Fund might have to sell a portion of its investments at a disadvantageous time.

The Fund will pay interest on these loans, and that interest expense will raise the overall expenses of the
Fund and reduce its returns. If it does borrow, its expenses will be greater than comparable funds that do not
borrow. Additionally, the Fund's net asset value per share might fluctuate more than that of funds that do not
borrow.

|X| Hedging. Although the Fund can use hedging instruments, it is not obligated to use them in seeking
its objective. It does not currently contemplate using them to any significant degree. The Fund may 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:

|_| sell futures contracts,
|_| buy puts on such futures or on securities, or
|_| write covered calls on securities or futures.

The Fund can 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:
|_| buy futures, or
|_| buy calls on such futures or on securities.

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.

|_| Futures. The Fund can buy and sell futures contracts that relate to (1) broadly-based stock indices
(these are referred to as "stock index futures"), (2) foreign currencies (these are referred to as "forward
contracts"), and (3) commodities (these are referred to as "commodity futures").

A broadly-based stock index is used as the basis for trading stock index futures. These indices 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. These contracts obligate the seller to
deliver, and the purchaser to take, cash to settle the futures transactions. 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.

|_| 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
options on broadly-based stock indices, securities, foreign currencies and stock index futures.

|_| Writing Covered Call Options. The Fund can write (that is, sell) covered calls. If the Fund sells a
call option, it must be covered. For options on securities, that means the Fund must own the security subject to
the call while the call is outstanding. For stock index options, that means the call must 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). For calls on securities, 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 a call on a stock
index 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 a specified multiple that determines the total value of the call for each
point of difference. If the value of the underlying investment does not rise above the call price, it is likely that
the call will lapse without being exercised. In that case the Fund would keep the cash premium.

Settlement of puts and calls on broadly-based stock indices is in cash. Gain or loss on options on stock
indices depends on changes in the index in question (and thus on price movements in the stock market generally).

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. The OCC will release the securities on the expiration of the option or when the
Fund enters into a closing transaction.

When 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 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 escrowed assets in escrow 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
segregating 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.

|_| Writing Put Options. The Fund can sell put options on stock indices, foreign currencies or
stock index futures. If the Fund writes a put, the put must be covered by segregated liquid assets. The Fund will
not write puts if, as a result, more than 25% of the Fund's net assets would have to be segregated to cover such put
options.

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 settle the transaction in cash with the buyer of the put at the exercise
price, even if the value of the underlying 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 settle in cash at the exercise price. That price will
usually exceed the market value of the investment at that time.

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 settle the transaction in cash at
the exercise price. The Fund has no control over when it may be required to settle the transaction, 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. 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.

|_| Purchasing Calls and Puts. The Fund can buy calls on securities it intends to purchase and puts on
securities that it owns. The Fund may 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. Buying a call
on a security or future gives the Fund 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.

In the case of a purchase of a call on a stock index, if the Fund exercises the call during the call
period, a seller of a corresponding call on the same index will pay the Fund an amount of cash to settle the call if
the closing level of the stock index upon which the call is based is greater than the exercise price of the call.
That cash payment is equal to the difference between the closing price of the call and the exercise price of the
call times a specified multiple (the "multiplier") which determines the total dollar value for each point of
difference.

When the Fund buys a put, it pays a premium. It has the right during the put period to require a seller of
a corresponding put, upon the Fund's exercise of its put, to buy the underlying security (in the case of puts on
securities or futures) or in the case of puts on stock indices, to deliver cash to the Fund to settle the put if the
closing level of the stock index upon which the put is based is less than the exercise price of the put. That cash
payment is determined by the multiplier, in the same manner as described above as to calls.

Buying a put on a security or future enables the Fund to sell the underlying investment to a seller of a
corresponding put on the same 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 put on a stock index, the put protects the Fund to the extent that the index
moves in a similar pattern to the securities the Fund holds. The Fund can resell the put. The resale price of the
put will vary inversely with 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
the expiration date. In the event of a decline in price of the underlying investment, the Fund could exercise or
sell the put at a profit to attempt to offset some or all of its loss on its portfolio securities.

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.

|_| Buying and Selling 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 Sub-Advisor 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 Sub-Advisor 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 held in a segregated account by its custodian bank)
upon conversion or exchange of other foreign currency held in its portfolio.

|_| 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
Sub-Advisor 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 may affect its costs.

The Fund's option activities could affect its portfolio turnover rate and brokerage commissions. The
exercise of calls written by the Fund could 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 value 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 may 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.

|_| 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 limits its
exposure in foreign currency exchange contracts in a particular foreign currency to the amount of its assets
denominated in that currency or a closely-correlated 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 may 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 may suffer a substantial decline against a foreign currency, it might 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 to its custodian bank 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.

As one alternative, the Fund may purchase a call option permitting the Fund to purchase the amount of
foreign currency being hedged by a forward sale contract at a price no higher than the forward contract price. As
another alternative, the Fund may purchase a put option permitting the Fund to sell the amount of foreign currency
subject to a forward purchase contract at a price as high or higher than the forward contact price.

The precise matching of the amounts under forward contracts and the value of the securities involved
generally will not be possible because the future value of securities denominated in foreign currencies will change
as a consequence of market movements between the date the forward contract is entered into and the date it is sold.
In some cases the Sub-Advisor 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 varies with factors such as the currencies involved,
the length of the contract period and the market conditions then prevailing. Because forward contracts are usually
entered into on a principal basis, no brokerage fees or commissions are involved. Because these contracts are not
traded on an exchange, the 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.

|_| 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 or hold 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 or Sub-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 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. The account must be a segregated account or accounts held by the
Fund's custodian bank.

|X| 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 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:
|_| 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
|_| more than 50% of the outstanding shares.

The Fund's investment objective is a fundamental policy. Other policies described in the Prospectus or this
Statement of Additional Information are "fundamental" only if they are identified as such. The Fund's Board of
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 most significant 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.

|_| 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 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
by the U.S. Government or any of its agencies or instrumentalities.

|_| The Fund cannot lend money or property to any person. However, the Fund can purchase fixed income
securities consistent with the Fund's investment objective and policies. The Fund may also make loans of portfolio
securities, in an amount that does not exceed one-third of the Fund's total assets. Additionally, the Fund can enter
into repurchase agreements. For the purpose of this restriction, collateral arrangements with respect to stock
options, options on securities and stock indices, stock index futures and options on such futures are not deemed to
be loans of assets.

|_| The Fund cannot concentrate its investments. That means it cannot invest 25% or more of its total
assets in any industry.

|_| The Fund cannot purchase real estate or interests in real estate. However, the Fund can purchase or
sell securities of companies that deal in real estate or interests in real estate.

|_| The Fund cannot invest for the purpose of exercising control over management of any company.

|_| 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.

|_| The Fund cannot invest or hold securities of any issuer if officers and directors of the Fund or its
Manager or Sub-Advisor individually beneficially own more than 1/2 of 1% of the securities of that issuer and
together own more than 5% of the securities of that issuer.

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

|_| The Fund cannot pledge, mortgage or hypothecate any of its assets. However, the Fund can pledge assets
to secure permitted borrowings and in connection with collateral arrangements with respect to options and futures.

|_| The Fund cannot issue senior securities, as defined in the Investment Company Act of 1940. However,
the Fund can enter into repurchase agreements, lend its portfolio securities and borrow money from banks for
temporary or emergency purposes.

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.

|X| Does the Fund Have Any Restrictions That Are Not Fundamental? The Fund has other investment
restrictions that are not fundamental policies, which means that they can be changed by the Board of Directors
without shareholder approval.

|_| The Fund cannot purchase oil, gas or other mineral leases, rights, royalty contracts or exploration or
development programs. However, the Fund can invest in securities of companies that invest in or sponsor such
programs.

|_| The Fund cannot purchase securities on margin (except for short-term loans that are necessary for the
clearance of transactions) or make short sales of securities.

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. 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.

How the Fund is Managed

Organization and History. The Fund is an open-end, diversified management investment company organized as a
Maryland corporation in 1986. The Fund commenced its operations on February 13, 1987 as a closed-end investment
company with a "dual-purpose" structure. The Fund originally had two objectives: (1) long-term capital appreciation
and preservation of capital, and (2) current income and long-term growth of income. The Fund originally had common
stock, denominated as "capital shares," and preferred stock, denominated as "income shares."

Under the Fund's original dual-purpose structure, the capital shares were entitled to all of the Fund's
gains and losses on its assets, and no Fund expenses were allocated to those shares. The income shares were entitled
to all of the Fund's income and bore all of the Fund's operating expenses. The income shares were redeemed on
January 31, 1997, and the Fund's dual-purpose structure was terminated.

On March 3, 1997, the Fund was converted to an open-end management investment company with a single
investment objective of capital appreciation. The outstanding capital shares of the Fund were re-denominated as
Class A shares of common stock, which bear their allocable share of Fund expenses.

|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 four classes of shares: Class A, Class B, Class C and Class N. All classes invest
in the same investment portfolio. Only retirement plans may purchase Class N 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 Fund's shareholders have the right to call
a meeting to remove a Director or to take certain other action described in the Articles of Incorporation of the
Fund's parent corporation.

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
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 Fund will
call a meeting of shareholders for that specified purpose. Any Director may be removed either with or without cause
by resolution duly adopted by the affirmative votes of the holders of a majority of the shares of the Fund present
in person or by proxy at any meeting of Fund shareholders at which a quorum is present.

Directors and Officers of the Fund. The Fund's Directors and officers and their positions held with the Fund and
length of service in such position(s) and the principal occupations and business affiliations during the past five
years are listed below. Each of the Directors are independent Directors, which means that they have no affiliation
with the Manager as defined in the Investment Company Act. The information for the Directors also includes the
dollar range of shares of the Fund as well as the aggregate dollar range of shares of the Board III Funds
beneficially owned by the Director. All information is as of December 31, 2001. All of the Directors are also
trustees or directors of the following Oppenheimer funds (referred to as "Board III Funds"):

Oppenheimer Quest For Value Funds, a series fund having Rochester Portfolio Series, a series fund having one series:
the following series: Limited-Term New York Municipal Fund
Oppenheimer Small Cap Value Fund, Bond Fund Series, a series fund having one series:
Oppenheimer Quest Balanced Value Fund and Oppenheimer Convertible Securities Fund
Oppenheimer Quest Opportunity Value Fund Rochester Fund Municipals
Oppenheimer Quest Global Value Fund, Inc. Oppenheimer MidCap Fund
Oppenheimer Quest Capital Value Fund, Inc.
Oppenheimer Quest Value Fund, Inc.

In addition to being a director or trustee of the Board III Funds, Mr. Galli is also a director or trustee
of 33 other portfolios in the Oppenheimer Funds complex.

Messrs. Murphy, Bishop, Farrar, Molleur, Wixted and Zack, and Mses. Feld and Ives who are officers of the
Fund, respectively hold the same offices of the other Board III Funds. As of January 15, 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 officers of the Fund listed
above. In addition, each Independent Director, and his or her family members, do not own securities of either the
Manager or Distributor of the Board III Funds or any person directly or indirectly controlling, controlled by or
under common control with the Manager or Distributor.

Independent Directors

-------------------------- ------------------------------------------------------- ---------------- -------------------
                                                                                                     Aggregate Dollar
Name, Address,1 Age,                                                                Dollar Range     Range of Shares
Position(s) Held with      Principal Occupation(s) During Past 5 Years / Other        of Shares      Owned in any of
Fund and Length of Time    Directorships Held by Director / Number of Portfolios    Owned in the      the Board III
Served2                    in Fund Complex Overseen by Director                         Fund              Funds
-------------------------- ------------------------------------------------------- ---------------- -------------------
-------------------------- ------------------------------------------------------- ---------------- -------------------
Thomas W. Courtney,        Principal  of  Courtney   Associates,   Inc.  (venture        $0         $10,001 - $50,000
Chairman of the Board of   capital  firm);  former  General  Partner  of  Trivest
Directors, Director        Venture Fund (private  venture  capital fund);  former
since April, 1987          President   of   Investment    Counseling    Federated
Age: 68                    Investors,  Inc.;  Trustee  of Cash  Assets  Trust,  a
                           money  market  fund;  Director  of OCC Cash  Reserves,
                           Inc. and Trustee of OCC  Accumulation  Trust,  both of
                           which are open-end  investment  companies;  Trustee of
                           four funds for  Pacific  Capital and Tax Free Trust of
                           Arizona.  Director/trustee of 10 investment  companies
                           in the OppenheimerFunds complex.
-------------------------- ------------------------------------------------------- ---------------- -------------------
-------------------------- ------------------------------------------------------- ---------------- -------------------
Paul Y. Clinton,           Principal of Clinton Management Associates, a
Director, since April,     financial and venture capital consulting firm;
1987                       Trustee of Capital Cash Management Trust, a
Age: 70.                   money-market fund and Narragansett Tax-Free Fund, a
                           tax-exempt bond fund; Director of OCC Cash Reserves,
                           Inc. and Trustee of OCC Accumulation Trust, both of
                           which are open-end investment companies. Formerly:
                           Director, External Affairs, Kravco Corporation, a
                           national real estate owner and property management
                           corporation; President of Essex Management                 $10,001 -       Over $100,000
                           Corporation, a management consulting company; a             $50,000
                           general partner of Capital Growth Fund, a venture
                           capital partnership; a general partner of Essex
                           Limited Partnership, an investment partnership;
                           President of Geneve Corp., a venture capital fund;
                           Chairman of Woodland Capital Corp., a small business
                           investment company; and Vice President of W.R. Grace
                           & Co. Director/trustee of 10 investment companies in
                           the OppenheimerFunds complex.
-------------------------- ------------------------------------------------------- ---------------- -------------------
-------------------------- ------------------------------------------------------- ---------------- -------------------
Robert G. Galli,           A Trustee or Director of other Oppenheimer funds.             $0         Over $100,0003
Director since June, 1998  Formerly Vice Chairman of the Manager (October 1995 -
Age: 68                    December 1997). Director/trustee of 41 investment
                           companies in the OppenheimerFunds complex.
-------------------------- ------------------------------------------------------- ---------------- -------------------
-------------------------- ------------------------------------------------------- ---------------- -------------------
Lacy B. Herrmann,          Chai Chairman and Chief Executive Officer of Aquila           $0         $10,001 - $50,000
Director since April,      Management Corporation, the sponsoring organization
1987                       and manager, administrator and/or sub-Adviser to the
Age: 72                    following open-end investment companies, and Chairman
                           of the Board of Trustees and President of each:
                           Churchill Cash Reserves Trust, Aquila - Cascadia
                           Equity Fund, Pacific Capital Cash Assets Trust,
                           Pacific Capital U.S. Treasuries Cash Assets Trust,
                           Pacific Capital Tax-Free Cash Assets Trust, Prime
                           Cash Fund, Narragansett Insured Tax-Free Income Fund,
                           Tax-Free Fund For Utah, Churchill Tax-Free Fund of
                           Kentucky, Tax-Free Fund of Colorado, Tax-Free Trust
                           of Oregon, Tax-Free Trust of Arizona, Hawaiian
                           Tax-Free Trust, and Aquila Rocky Mountain Equity
                           Fund; Vice President, Director, Secretary, and
                           formerly Treasurer of Aquila Distributors, Inc.,
                           distributor of the above funds; President and
                           Chairman of the Board of Trustees of Capital Cash
                           Management Trust ("CCMT"), and an Officer and
                           Trustee/Director of its predecessors; President and
                           Director of STCM Management Company, Inc., sponsor
                           and adviser to CCMT; Chairman, President and a
                           Director of InCap Management Corporation, formerly
                           sub-adviser and administrator of Prime Cash Fund and
                           Short Term Asset Reserves; Director of OCC Cash
                           Reserves, Inc., and Trustee of OCC Accumulation
                           Trust, both of which are open-end investment
                           companies; Trustee Emeritus of Brown University.
                           Director/trustee of 10 investment companies in the
                           OppenheimerFunds complex.
-------------------------- ------------------------------------------------------- ---------------- -------------------
-------------------------- ------------------------------------------------------- ---------------- -------------------
Brian Wruble, Director     Special Limited Partner (since January 1999) of          $1 - $10,000    $50,001 - $100,000
since April, 2001          Odyssey Investment Partners, LLC (private equity
Age: 58                    investment); General Partner (since September 1996)
                           of Odyssey Partners, L.P. (hedge fund in distribution
                           since 1/1/97); Director (since May 2000) of Ray &
                           Berendtson, Inc. (executive search firm); Board of
                           Governing Trustees (since August 1990) of The Jackson
                           Laboratory (non-profit); Trustee (since May 1992) of
                           Institute for Advanced Study (educational institute);
                           Trustee (since May 2000) of Research Foundation of
                           AIMR (investment research, non-profit); formerly
                           Governor, Jerome Levy Economics Institute of Bard
                           College (economics research) (August 1990 - September
                           2001).  Director/trustee of 10 investment companies
                           in the OppenheimerFunds complex.
-------------------------- ------------------------------------------------------- ---------------- -------------------

Officers of the Fund

----------------------------------------------- ----------------------------------------------------------------------
Name, Address,4 Age, Position(s) Held with      Principal Occupation(s) During Past 5 Years
Fund and Length of Time Served
----------------------------------------------- ----------------------------------------------------------------------
----------------------------------------------- ----------------------------------------------------------------------
John V. Murphy,                                 Chairman, Chief Executive Officer and director (since June 2001) and
President (since October 2001)                  President (since September 2000) of the Manager; President and a
Age: 52                                         trustee of other Oppenheimer funds; President and a 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; Director (since November
                                                2001) of OppenheimerFunds Distributor, Inc., a subsidiary of the
                                                Manager; Chairman and a director (since July 2001) of Shareholder
                                                Services, Inc. and of Shareholder Financial Services, Inc., transfer
                                                agent subsidiaries of the Manager; President and a director (since
                                                July 2001) of OppenheimerFunds Legacy Program, a charitable trust
                                                program established by the Manager; a director of the following
                                                investment advisory subsidiaries of the Manager: OAM Institutional,
                                                Inc. and Centennial Asset Management Corporation (since November
                                                2001), HarbourView Asset Management Corporation and OFI Private
                                                Investments, Inc. (since July 2002); President (since November 1,
                                                2001) and a director (since July 2001) of Oppenheimer Real Asset
                                                Management, Inc., an investment advisor subsidiary of the Manager; a
                                                director (since November 2001) of Trinity Investment Management
                                                Corp. and Tremont Advisers, Inc., investment advisory affiliates of
                                                the Manager; Executive Vice President (since February 1997) of
                                                Massachusetts Mutual Life Insurance Company, the Manager's parent
                                                company; a director (since June 1995) of DBL Acquisition
                                                Corporation; formerly Chief Operating Officer (from September 2000
                                                to June 2001) of the Manager; President and trustee (from November
                                                1999 to November 2001) of MML Series Investment Fund and MassMutual
                                                Institutional Funds, open-end investment companies; a director (from
                                                September 1999 to August 2000) of C.M. Life Insurance Company;
                                                President, Chief Executive Officer and director (from September 1999
                                                to August 2000) of MML Bay State Life Insurance Company; a director
                                                (from June 1989 to June 1998) of Emerald Isle Bancorp and Hibernia
                                                Savings Bank, wholly-owned subsidiary of Emerald Isle Bancorp;
                                                Executive Vice President Director and Chief Operating Officer (from
                                                June 1995 to January 1997) of David L. Babson & Co., Inc., an
                                                investment advisor; Chief Operating Officer (from March 1993 to
                                                December 1996) of Concert Capital Management, Inc., an investment
                                                advisor.
----------------------------------------------- ----------------------------------------------------------------------
----------------------------------------------- ----------------------------------------------------------------------
Brian W. Wixted, Treasurer, Principal           Senior Vice President and Treasurer (since March 1999) of the
Financial and Accounting Officer (since March   Manager; Treasurer (since March 1999) of HarbourView Asset
1999)                                           Management Corporation, Shareholder Services, Inc., Oppenheimer Real
Age: 42                                         Asset Management Corporation, Shareholder Financial Services, Inc.
                                                and Oppenheimer Partnership Holdings, Inc., of OFI Private
                                                Investments, Inc. (since March 2000) and of OppenheimerFunds
                                                International Ltd. and Oppenheimer Millennium Funds plc (since May
                                                2000); Treasurer and Chief Financial Officer (since May 2000) of
                                                Oppenheimer Trust Company; Assistant Treasurer (since March 1999) of
                                                Oppenheimer Acquisition Corp.; an officer of other Oppenheimer
                                                funds; formerly Principal and Chief Operating Officer, Bankers Trust
                                                Company - Mutual Fund Services Division (March 1995 - March 1999);
                                                Vice President and Chief Financial Officer of CS First Boston
                                                Investment Management Corp. (September 1991 - March 1995).
----------------------------------------------- ----------------------------------------------------------------------
----------------------------------------------- ----------------------------------------------------------------------
Robert J. Bishop, Assistant Treasurer           Vice President of the Manager/Mutual Fund Accounting (since May
(since May 1996)                                1996); an officer of other
Age: 42                                         Oppenheimer funds; formerly an Assistant Vice President of the
                                                Manager/Mutual Fund Accounting (April 1994 - May 1996) and a Fund
                                                Controller of the Manager.
----------------------------------------------- ----------------------------------------------------------------------
----------------------------------------------- ----------------------------------------------------------------------
Scott T. Farrar, Assistant Treasurer            Vice President of the Manager/Mutual Fund Accounting (since May
(since May 1996)                                1996); Assistant Treasurer of Oppenheimer Millennium Funds plc
Age: 36                                         (since October 1997); an officer of other Oppenheimer Funds;
                                                formerly an Assistant Vice President of the Manager/Mutual Fund
                                                Accounting (April 1994 - May 1996), and a Fund Controller of the
                                                Manager.
----------------------------------------------- ----------------------------------------------------------------------
----------------------------------------------- ----------------------------------------------------------------------
Robert G. Zack, Secretary (since October 2001)  Senior Vice President (since May 1985) and Acting General Counsel
Age: 53                                         (since November 2001) of the Manager; Assistant Secretary of
                                                Shareholder Services, Inc. (since May 1985), Shareholder Financial
                                                Services, Inc. (since November 1989); OppenheimerFunds International
                                                Ltd. and Oppenheimer Millennium Funds plc (since October 1997); an
                                                officer of other Oppenheimer funds.
----------------------------------------------- ----------------------------------------------------------------------
----------------------------------------------- ----------------------------------------------------------------------
Denis R. Molleur, Assistant Secretary           Vice President and Senior Counsel of the Manager (since July 1999);
(since October 2001)                            an officer of other Oppenheimer funds; formerly a Vice President and
Age: 44                                         Associate Counsel of the Manager (September 1995 - July 1999).
----------------------------------------------- ----------------------------------------------------------------------
----------------------------------------------- ----------------------------------------------------------------------
Katherine P. Feld, Assistant Secretary          Vice President and Senior Counsel of the Manager (since July 1999);
(since October 2001)                            an officer of other Oppenheimer funds; formerly a Vice President and
Age: 43                                         Associate Counsel of the Manager (June 1990 - July 1999).
----------------------------------------------- ----------------------------------------------------------------------
----------------------------------------------- ----------------------------------------------------------------------
Kathleen T. Ives, Assistant Secretary           Vice President and Assistant Counsel of the Manager (since June
(since October 2001)                            1998); an officer of other Oppenheimer funds; formerly an Assistant
Age: 36                                         Vice President and Assistant Counsel of the Manager (August 1997 -
                                                June 1998); and Assistant Counsel of the Manager (August 1994-August
                                                1997).
----------------------------------------------- ----------------------------------------------------------------------

         |X|  Remuneration  of  Directors.  The  officers of the Fund are  affiliated  with the Manager and receive no
salary or fee from the Fund. The Directors of the Fund received the compensation  shown below.  The compensation  from
the Fund was paid during its fiscal year ended  October 31,  2001.  The table below also shows the total  compensation
from all of the Oppenheimer  funds listed above,  including the  compensation  from the Fund, and from two other funds
that are not  Oppenheimer  funds but for which the  Sub-Advisor  acts as investment  adviser.  That amount  represents
compensation received as a director, trustee, or member of a committee of the Board during the calendar year 2001.

--------------------------- ----------------------------- ----------------------------- ----------------------------
Aggregate Compensation Retirement Benefits Accrued Total Compensation
Director's Name from the Fund 1 as Fund Expenses From all Board III Funds
(10 Funds)2
--------------------------- ----------------------------- ----------------------------- ----------------------------
--------------------------- ----------------------------- ----------------------------- ----------------------------
Paul Y. Clinton4 $ 2,955 $ 206 $ 157,326
--------------------------- ----------------------------- ----------------------------- ----------------------------
--------------------------- ----------------------------- ----------------------------- ----------------------------
Thomas W. Courtney $ 2,943 $ 194 $ 157,326
--------------------------- ----------------------------- ----------------------------- ----------------------------
--------------------------- ----------------------------- ----------------------------- ----------------------------
Robert G. Galli3 $ 2,807 $ 58 $ 202,886
--------------------------- ----------------------------- ----------------------------- ----------------------------
--------------------------- ----------------------------- ----------------------------- ----------------------------
Lacy B. Herrmann4 $3,019 $ 270 $ 157,326
--------------------------- ----------------------------- ----------------------------- ----------------------------
--------------------------- ----------------------------- ----------------------------- ----------------------------
Brian Wruble5 $1,604 $11 $59,250
--------------------------- ----------------------------- ----------------------------- ----------------------------
1. Aggregate compensation includes fees and retirement plan benefits accrued for a Director. For the fiscal
year ended 10/31/01.
2. For the 2001 calendar year.
3. Total compensation for the 2001 calendar year includes $105,760 compensation received for serving as a
Trustee or Director of 33 other Oppenheimer funds.
4. Total compensation for the 2001 calendar year also includes $60,200 compensation paid by two funds (OCC
Cash Reserves, Inc. and OCC Accumulation Trust) for which the Sub-Advisor acts as the investment advisor.
5. Elected to the board on 4/01/01.

|X| Retirement Plan for Directors. The Fund has adopted a retirement plan that provides for payments to
retired Directors. Payments are up to 80% of the average compensation paid during a Director's five years of service
in which the highest compensation was received. A Director must serve as Director for any of the Board III Funds
listed above 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. 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| Major Shareholders. As of February 1, 2002 the only persons who owned of record or were known by the Fund
to own of record 5% or more of any class of the Fund's outstanding shares were:

Salomon Smith Barney Inc., 333 West 34th Street, 3rd Floor, New York, New York 10001, which owned for the benefit of
its clients 694,510.864 Class A shares (representing 9.13% of the Class A shares then outstanding);

MAC & Co. Acct. #SBKF97C4072, P.O. box 3198, Pittsburgh, PA 15230-3198, which owned for the benefit of its clients
365,265.931 Class A shares (representing 4.80% of the Class A shares then outstanding);

MAC & Co. Acct #SBNF97C5072, P.O. Box 3198, Pittsburgh, PA 15230-3198, which owned for the benefit of its clients
31,277.874 Class A shares (representing 0.41% for the Class A shres then outstanding);

Merrill Lynch Pierce Fenner & Smith Inc., 4800 Deer Lake Drive East, Floor 3, Jacksonville, Florida, 32246-6484,
which owned for the benefit of its clients 95,869.302 shares (representing 5.00% of the Class B shares then
outstanding);

RPSS TR IRA, 635 Sunnyslope Road, Elm Grove, WI 53122-2463, which owned for the benefit of George J. Ferguson
6,108.875 Class N shares (representing 23.11% of the Class N shares then outstanding);

Christopher Cline TR, 225 Park Avenue South, Fl. 19, New York, NY 10003-1604, which owned for the benefit of its
clients 3,398.463 Class N shares (representing 12.85% of the Class N shares then outstanding);

Circle Trust Company, 1 Station Place, Stamford, CT 06902-6800, which owned for the benefit of its clients 3,165.758
Class N shares (representing 11.97% of the Class N shares then outstanding);

RJ Flectcher & Pearson Spaght TR, 222 Berkeley Street, Boston MA 02116-3748, which owned for the benefit of Pearson
M. Spaght 3,157.520 Class N shares (representing 11.94% of the Class N shares then outstanding);

RPSS TR, Cost Management Incentives Inc., 900 Chapel Street, Suite 1250, New Haven, CT 06510-2871, which owned for
the benefit of its client 2,074.079 Class N shares (representing 7.84% of the Class N shares then outstanding); and

Circle Trust Company, Metro Center, Stamford, CT 06902, which owned for the benefit of its Caddick Construction Co.
1,709.386 Class N shares (representing 6.46% of the Class N shares then outstanding).
The Manager. The Manager is wholly-owned by Oppenheimer Acquisition Corp., a holding company controlled by
Massachusetts Mutual Life Insurance Company. The Manager became the Fund's investment advisor on February 28, 1997.

|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 HTTP://WWW.SEC.GOV. Copies may be obtained, after paying a duplication 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 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, under which the Sub-Advisor buys and sells portfolio securities for the Fund. The portfolio manager of
the Fund is employed by the Sub-Advisor and is the person who is principally responsible for the day-to-day
management of the Fund's portfolio, as described below.

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 Manager also calculates the Fund's net asset value
without additional compensation.

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 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.

------------------------------------------------------ ----------------------------------------------
Fiscal Year ended 10/31: Management Fees Paid to OppenheimerFunds,
Inc. 1
------------------------------------------------------ ----------------------------------------------
------------------------------------------------------ ----------------------------------------------
1999 $2,747,591
------------------------------------------------------ ----------------------------------------------
------------------------------------------------------ ----------------------------------------------
2000 $2,021,375
------------------------------------------------------ ----------------------------------------------
------------------------------------------------------ ----------------------------------------------
2001 $1,961,752
------------------------------------------------------ ----------------------------------------------
1. The Manager, not the Fund, pays the Sub-Advisor an annual sub-advisory fee. For fiscal 2001, this sub-advisory
fee was $782,152.

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 names "Oppenheimer" and "Quest for Value" 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 "Quest for Value" as part of
its name.

|X| Annual Approval of Investment Advisory Agreement and Sub-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 and the Sub-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 agreements. 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
agreements. 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 General 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 and the Sub-Advisor 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 and the Sub-Advisor is important so that they 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 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
deliberating, the Board determined that the addition of breakpoints to the management fee schedule was warranted.

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
Agreement, including the investment advisory fee, in light of all of the surrounding circumstances.

The Sub-Advisor. The Sub-Advisor is a wholly-owned subsidiary of Oppenheimer Capital, a registered investment
advisor. From the Fund's inception on April 30, 1980, until November 22, 1995, the Sub-Advisor (which was then named
Quest for Value Advisors) or the Sub-Advisor's parent served as the Fund's investment advisor. The Sub-Advisor acts
as investment advisor to other investment companies and for other investors.

The Sub-Advisor is a Delaware limited liability company which is wholly-owned by Oppenheimer Capital LLC a
wholly-owned subsidiary of Allianz Dresdner Asset Management U.S. Equities LLC, which is wholly-owned by Allianz
Dresdner Asset Management of America L.P. (formerly PIMCO Advisors L.P.). Allianz Dresdner Asset Management of
America L.P. ("ADAM") is a Delaware limited partnership whose sole general partner is Allianz-PacLife Partners LLC.
Allianz PacLife Partners LLC is a Delaware limited liability company with two members, Allianz Dresdner Asset
Management of America LLC, a Delaware limited liability company, and Pacific Asset Management LLC, a Delaware
limited liability company. Allianz Dresdner Asset Management of America LLC is a wholly-owned subsidiary of Allianz
of America, Inc., which is wholly-owned subsidiary of Pacific Life Insurance Company which is a wholly-owned
subsidiary of Pacific Mutual Holding Company. Allianz A.G. indirectly holds a controlling interest in ADAM. Allianz
AG is a European-based, multinational insurance and financial services holding company. Pacific Life Insurance
Company owns an indirect minority equity interest in ADAM and is a California-based insurance company.

Allianz Dresdner Asset Management of America L.P. is a direct or indirect parent company of the following
SEC-registered investment advisors, all of which are affiliated: Cadence Capital Management; NFJ Investment Group;
Pacific Investment Management Company LLC; the Sub-Advisor, Oppenheimer Capital LLC, PIMCO Allianz Advisors LLC and
PIMCO Funds Advisors LLC.

|X| 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 manager 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 is equal to 40% of the investment advisory fee collected by the
Manager from the Fund based on the total net assets of the Fund as of February 28, 1997 (the "Base Amount") that
remained in the Fund 120 days later, plus 30% of the investment advisory fee collected by the Manager based on the
total net assets of the Fund that exceed the Base Amount. In each case the fee is calculated after any waivers by
the Manager of its fee.

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 they think, 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. "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 Directors.

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 concessions 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
concessions 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 that pay third parties that provide services. Any such
"soft-dollar" arrangements will be made in accordance with policies adopted by the Fund's Board of Directors and in
compliance with applicable law.

Brokerage Practices. 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 manager. In certain
instances, portfolio managers may directly place trades and allocate brokerage. In either case, the Sub-Advisor'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.

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 portfolios of the Fund and each 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.

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 Sub-Advisor 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 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
concession 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 concessions
paid to brokers furnishing such services, together with the Sub-Advisor's representation that the amount of such
concessions was reasonably related to the value or benefit of such services.

-------------------------------------------- ----------------------------------------------------------
Fiscal Year Ended: Total Brokerage Concessions Paid by the Fund 1
-------------------------------------------- ----------------------------------------------------------
-------------------------------------------- ----------------------------------------------------------
10/31/99 $384,661
-------------------------------------------- ----------------------------------------------------------
-------------------------------------------- ----------------------------------------------------------
10/31/00 $403,087
-------------------------------------------- ----------------------------------------------------------
-------------------------------------------- ----------------------------------------------------------
10/31/01 $400,9852
-------------------------------------------- ----------------------------------------------------------
1. Amounts do not include spreads or concessions on principal transactions on a net trade basis.
2. In the fiscal year ended 10/31/01, the amount of transactions directed to brokers for research services was
$106,881,291 and the amount of the concessions paid to broker-dealers for those services was $172,080.

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 shares 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. Expenses normally attributable to sales are borne by the Distributor.

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 table below.

--------------- ------------------- ----------------------
Fiscal Year Aggregate Class A Front-End
Ended 10/31: Front-End Sales Sales Charges
Charges on Class Retained by
A Shares Distributor
--------------- ------------------- ----------------------
--------------- ------------------- ----------------------
1999 $275,544 $66,902
--------------- ------------------- ----------------------
--------------- ------------------- ----------------------
2000 $136,807 $27,299
--------------- ------------------- ----------------------
--------------- ------------------- ----------------------
2001 $437,916 $110,633
--------------- ------------------- ----------------------

---------------- ---------------------- -------------------- ----------------------- ------------------------
Fiscal Year Concessions on Class Concessions on Concessions on Class Concessions on Class N
Ended 10/31: A Shares Advanced by Class B Shares C Shares Advanced by Shares Advanced by
Distributor1 Advanced by Distributor1 Distributor1
Distributor1
---------------- ---------------------- -------------------- ----------------------- ------------------------
---------------- ---------------------- -------------------- ----------------------- ------------------------
1999 $72,675 $253,910 $22,634 $0
---------------- ---------------------- -------------------- ----------------------- ------------------------
---------------- ---------------------- -------------------- ----------------------- ------------------------
2000 $45,102 $118,961 $11,058 $0
---------------- ---------------------- -------------------- ----------------------- ------------------------
---------------- ---------------------- -------------------- ----------------------- ------------------------
2001 $58,690 $546,699 $53,657 $1,928
---------------- ---------------------- -------------------- ----------------------- ------------------------
1. The Distributor advances concessions payments to dealers for certain sales of Class A shares and for sales
of Class B and Class C shares from its own resources at the time of sale.

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

Class A Contingent Class B Contingent Class C Contingent Class N Contingent
Fiscal Year Deferred Sales Charges Deferred Sales Charges Deferred Sales Charges Deferred Sales Charges
Ended 10/31 Retained by Distributor Retained by Distributor Retained by Distributor Retained by Distributor
----------------- ------------------------- --------------------------- -------------------------- ---------------------------
----------------- ------------------------- --------------------------- -------------------------- ---------------------------
2001 $11,111 $44,754 $1,916 $0
----------------- ------------------------- --------------------------- -------------------------- ---------------------------

Distribution  and Service  Plans.  The Fund has adopted  Distribution  and Service Plans for Class A, Class B, Class C
and Class N shares  under Rule 12b-1 of the  Investment  Company  Act.  Under  those  plans the Fund  compensates  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.

      Under  the  plans,  the  Manager  and the  Distributor  may make  payments  to  affiliates  and,  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 who
are not "interested  persons" of 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  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  Directors.  The Board of
Directors has set no minimum amount of assets to qualify for payments under the plans.

      |X| Service Plans.  Under the service plans,  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 shares of a particular Class, A,
B,  C or N.  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 service plans permit  compensation to the Distributor at
a rate of up to 0.25% of  average  annual  net  assets  of the  applicable  class.  The Board has set the rate at that
level.  While the plans permit 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 shares of the  applicable  class held
in the accounts of the recipients or their customers.

      |X| 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 plans  compensate  the  Distributor  at a flat rate for its services and costs in
distributing  shares and  servicing  accounts,  whether the  Distributor's  expenses are more or less than the amounts
paid by the Fund  under the plans  during  the  period  for which the fee is paid.  The types of  services  recipients
provide are similar to the services provided under the service plan described above.

         The plans permit 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 the shares are  purchased.  After the
first year 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 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.

      Under the Class A plan, the  Distributor  currently pays the  asset-based  sales charge to brokers,  dealers and
financial  institutions.  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 it receives on Class C shares as an ongoing  commission  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 commissions 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 A, Class B, Class C
and Class N shares. The payments are made to the Distributor in recognition that the Distributor:
o        pays sales  commissions  to  authorized  brokers  and  dealers at the time of sale and pays  service  fees as
         described above,
o        may finance payment of sales  commissions  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 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 change 12b-1 fees,
o        may use the payment  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 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.

      When Class B, Class C or Class N shares are sold without the  designation of a  broker-dealer,  the  Distributor
      is  automatically  designated  as the  broker-dealer  of record.  In those cases,  the  Distributor  retains the
      service fee and asset-based sales charge paid on Class B, Class C and Class N shares.

 -------------------------------------------------------------------------------------------------------------------
                    Distribution Fees Paid to the Distributor in the Fiscal Year Ended 10/31/01
 -------------------------------------------------------------------------------------------------------------------
 ------------------ ---------------------- ------------------------ ------------------------ -----------------------
 Class:             Total Payments Under     Amount Retained by          Distributor's           Distributor's
                                                                                             Unreimbursed Expenses
                                                                    Aggregate Unreimbursed   as % of Net Assets of
                            Plan1                Distributor          Expenses Under Plan            Class
 ------------------ ---------------------- ------------------------ ------------------------ -----------------------
 ------------------ ---------------------- ------------------------ ------------------------ -----------------------
 Class A Plan
                          $658,170                 $99,041                    N/A                     N/A
 ------------------ ---------------------- ------------------------ ------------------------ -----------------------
 ------------------ ---------------------- ------------------------ ------------------------ -----------------------
 Class B Plan
                          $270,893                $222,559                 $978,089                  2.85%
 ------------------ ---------------------- ------------------------ ------------------------ -----------------------
 ------------------ ---------------------- ------------------------ ------------------------ -----------------------
 Class C Plan
                           $78,813                 $28,710                 $133,042                  1.30%
 ------------------ ---------------------- ------------------------ ------------------------ -----------------------
 ------------------ ---------------------- ------------------------ ------------------------ -----------------------
 Class N Plan
                            $126                    $103                    $3,961                   2.11%
 ------------------ ---------------------- ------------------------ ------------------------ -----------------------
1. Includes  amounts paid to an affiliate of the  Distributor's  parent  company:  $8,219 (Class A); $2,098 (Class B);
$1,309 (Class C); and $0 (Class N).

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

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  1.800.525.7048  or by  visiting  the
OppenheimerFunds Internet web site 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).

         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:

         |_| 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.
         |_| The Fund's  performance  returns  do not  reflect  the effect of taxes on  dividends  and  capital  gains
distributions.
         |_| An investment in the Fund is not insured by the FDIC or any other Government agency.
         |_| The  principal  value of the  Fund's  shares and total  returns  are not  guaranteed  and  normally  will
fluctuate on a daily basis.
         |_| When an investor's shares are redeemed, they may be worth more or less than their original cost.
         |_| 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,  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% contingent  deferred  sales charge is deducted for returns for the 1-year  period.  For Class N shares
the 1%  contingent  deferred  sales  charge is  deducted  for returns  for the one year and  life-of-class  periods as
applicable.

         The  historical  performance  of Class A shares is restated to reflect the fees and  expenses of Class A that
were in effect as of March 3, 1997,  without giving effect to any fee waivers,  to reflect the  re-denomination of the
Fund's  prior  capital  shares  (which bore no  expenses)  as Class A shares  after the Fund  converted to an open-end
investment company.

                  |_| 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 RETURN
                                                  -----
                                                    P

                  |_|  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

                  |_| 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 10/31/01
----------------------------------------------------------------------------------------------------------------------
-------------- ------------------------- -----------------------------------------------------------------------------
               Cumulative Total                                  Average Annual Total Returns
Class      of  Returns (10 years or
Shares         Life of Class)
-------------- ------------------------- -----------------------------------------------------------------------------
-------------- ------------------------- ------------------------- ------------------------- -------------------------
                                                                            5-Year                   10-Year
                                                  1-Year              (or life-of-class)        (or life-of-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       214.94%      234.15%      -15.09%      -9.91%       7.59%           8.87%       12.16%       12.82%
-------------- ------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------
-------------- ------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------
Class B2       44.69%       45.77%       -13.53%      -10.48%      8.25%           8.42%         N/A          N/A
-------------- ------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------
-------------- ------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------
Class C3       45.72%       45.72%       -11.11%      -10.50%      8.41%           8.41%         N/A          N/A
-------------- ------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------
-------------- ------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------
Class N4       -11.09%      -10.19%          N/A          N/A          N/A          N/A          N/A          N/A
-------------- ------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------
1.       Inception of Class A: 2/13/87.
2.       Inception of Class B: 3/3/97.
3.       Inception of Class C: 3/3/97.
4.       Inception of Class N: 3/1/01.

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 based on stated fund classifications. Lipper currently ranks the Fund's performance against all other
multi-cap value funds. 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.

|X| Morningstar Rankings. From time to time the Fund may publish the ranking and/or star rating of the
performance of its classes of shares by Morningstar, Inc., an independent mutual fund monitoring service.
Morningstar rates and ranks mutual funds in broad investment categories: domestic stock funds, international stock
funds, taxable bond funds and municipal bond funds. The Fund is included among domestic stock funds.

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 RatingTM metric each month by
subtracting the return on a 90-day U.S. Treasury Bill from the fund's load-adjusted return for the same period, and
then adjusting this excess return for risk. The top 10% of funds in each broad asset class 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. 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 Ratings metrics.
The Fund may also compare its total return ranking to that of other funds in its Morningstar category, in
addition to its star ratings. Those total return rankings are percentages from one percent to one hundred percent
and are not risk adjusted. For example, if a fund is in the 94th percentile, that means that 94% of the funds in the
same category performed better than it did.

|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.

----------------------------------------------------------------------------------------------------------------------
A B O U T Y O U R A C C O U N T
----------------------------------------------------------------------------------------------------------------------

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 $25. 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 3 days after the transfers are initiated. 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.

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

Oppenheimer Bond Fund                                         Oppenheimer Municipal Bond Fund
Oppenheimer California Municipal Fund                         Oppenheimer New York Municipal 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 Champion Income Fund                              Oppenheimer Quest Capital Value Fund, Inc.
Oppenheimer Concentrated Growth Fund                          Oppenheimer Quest Global Value Fund, Inc.
Oppenheimer Convertible Securities Fund                       Oppenheimer Quest Opportunity Value Fund
Oppenheimer Developing Markets Fund                           Oppenheimer Quest Value Fund, Inc.
Oppenheimer Disciplined Allocation Fund                       Oppenheimer Real Asset Fund
Oppenheimer Discovery Fund                                    Oppenheimer Rochester National Municipals
Oppenheimer Emerging Growth Fund                              Oppenheimer Senior Floating Rate Fund
Oppenheimer Emerging Technologies Fund                        Oppenheimer Small Cap Value Fund
Oppenheimer Enterprise Fund                                   Oppenheimer Special 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 Gold & Special Minerals Fund                  Oppenheimer Trinity Large Cap Growth Fund
Oppenheimer Growth Fund                                       Oppenheimer Trinity Value Fund
Oppenheimer High Yield Fund                                   Oppenheimer U.S. Government Trust
Oppenheimer Intermediate Municipal Fund                       Oppenheimer Value Fund
Oppenheimer International Bond Fund                           Limited-Term New York Municipal Fund
Oppenheimer International Growth Fund                         Rochester Fund Municipals
Oppenheimer International Small Company Fund                  OSM1- Gartmore Millennium Growth Fund
Oppenheimer Limited Term Government Fund                      OSM1 - Jennison Growth Fund
Oppenheimer Main Street Growth & Income Fund              OSM1 - Mercury Advisors S&P 500 Index
Oppenheimer Main Street Opportunity Fund                      OSM1 - Mercury Advisors Focus Growth Fund
Oppenheimer Main Street Small Cap Fund                        OSM1 - QM Active Balanced Fund
Oppenheimer MidCap Fund                                       OSM1 - Salomon Brothers Capital Fund
Oppenheimer Multiple Strategies 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 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| 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.

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 commissions 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 commissions allowed or paid to the dealer over the amount of commissions that apply to
the actual amount of purchases. The excess commissions 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 commissions 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 thirteen-month
Letter of Intent period, the escrowed shares will be promptly released to the investor.

3. If, at the end of the thirteen-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. To establish an Asset Builder Plan to buy shares directly from a bank account, you must
enclose a check (minimum $25) for the initial purchase with your application. 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 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
automatically debited, normally four to five business days prior to the investment dates selected in the
Application. Neither the Distributor, the Transfer Agent nor the Fund shall be responsible for any delays in
purchasing shares resulting from delays in ACH transmissions.

Before initiating Asset Builder payments, obtain a prospectus of the selected fund(s) from the Distributor
or your financial advisor and request an application from the Distributor, complete it and return it. The amount of
the Asset Builder investment may be changed or the automatic investments may be terminated at any time by writing to
the Transfer Agent. The Transfer Agent requires a reasonable period (approximately 15 days) after receipt of such
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.

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 value 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 a
class of shares and the dividends payable on a class of shares will be reduced by incremental expenses borne solely
by that class. Those expenses include the asset-based sales charges to which Class A, 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 are normally 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 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 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 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. 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.

|X| Allocation of Expenses. The Fund pays expenses related to its daily operations, such as custodian
fees, Directors' 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 value 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 Directors, 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).

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 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., New York 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). 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 U.S. 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, and the values of some of the Fund's portfolio securities may
change significantly on those 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,
though an internal valuation committee will establish a valuation for such security subject to 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:

|_| Equity securities traded on a U.S. securities exchange or on NASDAQ 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.
|_| 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.
|_| 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.
|_| 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.
|_| 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.
|_| 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.

Reinvestment Privilege. Within six months of a redemption, a shareholder may reinvest all or part of the redemption
proceeds of:
|_| Class A shares purchased subject to an initial sales charge or Class A shares on which a contingent
deferred sales charge was paid, or
|_| 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 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 aggregate net asset value of those shares is less than $500 or such lesser amount
as the Board may fix. The Board will not cause the involuntary redemption of shares in an account if the aggregate
net asset value of such shares has fallen below the stated minimum solely as a result of market fluctuations. If
the Board exercises this right, it may also fix the requirements for any notice to be given to the shareholders in
question (not less than 30 days). The Board may alternatively set requirements for the shareholder to increase the
investment, or set other terms and conditions so that the shares would not be involuntarily redeemed.

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

If less than all shares held in an account are transferred, and some but not all shares in the account
would be subject to a contingent deferred sales charge if redeemed at the time of transfer, the priorities described
in the Prospectus under "How to Buy Shares" for the imposition of the Class B or Class C contingent deferred sales
charge will be followed in determining the order in which shares are transferred.

Selling Shares by Wire. The wire of redemptions 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 wire.

Distributions From Retirement Plans. Requests for distributions from OppenheimerFunds-sponsored 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 persons) 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 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.).

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
withdrawal plans, because of the imposition of the contingent deferred sales charge on such withdrawals (except
where the 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 $25. Instructions should be provided on the OppenheimerFunds Application or
signature-guaranteed instructions. Exchanges made under these plans are subject to the restrictions that apply to
exchanges as set forth in "How to Exchange Shares" in the Prospectus and below in this Statement of Additional
Information.

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

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

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

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

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

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

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

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 by calling the Distributor at 1.800.525.7048.
o All of the Oppenheimer funds currently offer Class A, B and C shares except Oppenheimer Money Market Fund,
Inc., Centennial Money Market Trust, Centennial Tax Exempt Trust, Centennial Government Trust, Centennial New
York Tax Exempt Trust, Centennial California Tax Exempt Trust, and Centennial America Fund, L.P., which only
offer Class A shares.
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 Only certain Oppenheimer funds currently offer Class Y shares. Class Y shares of Oppenheimer Real Asset
Fund may not be exchanged for shares of any other fund.
o Only certain Oppenheimer funds currently offer Class N shares, which are only offered to retirement plans
as described in the Prospectus. Class N shares can be exchanged only for Class N shares of other Oppenheimer
funds.
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 can 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. 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 Class A, Class B, Class C and Class Y 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.

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.

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.

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. However, when Class A
shares acquired by exchange of Class A shares of other Oppenheimer funds purchased subject to a Class A contingent
deferred sales charge are redeemed within 18 months of the end 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. The Class
B contingent deferred sales charge is imposed on Class B shares acquired by exchange if they are redeemed within 6
years of the initial purchase of the exchanged Class B 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. 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.

When Class B or Class C 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 or the Class C 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. If Class B shares of an Oppenheimer fund are exchanged for Class B shares of
Oppenheimer Limited-Term Government Fund or Limited-Term New York Municipal Fund and those shares acquired by
exchange are subsequently redeemed, they will be subject to the contingent deferred sales charge of the Oppenheimer
fund from which they were exchanged. The contingent deferred sales charge rates of Class B shares of other
Oppenheimer funds are typically higher for the same holding period than for Class B shares of Oppenheimer
Limited-Term Government Fund and Limited-Term New York Municipal Fund. They will not be subject to the contingent
deferred sales charge of Oppenheimer Limited-Term Government Fund or Limited-Term New York Municipal Fund.

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

|_| 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.

|_| 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. When you exchange some or all of your shares from one fund to
another, any special account features 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. If all telephone lines are busy (which might occur, for example, during
periods of substantial market fluctuations), shareholders might not be able to request exchanges by telephone and
would have to submit written exchange requests.

|_| Processing Exchange Requests. Shares to be exchanged are redeemed on the regular business day the
Transfer Agent receives an exchange request in proper form (the "Redemption Date"). Normally, shares of the fund to
be acquired are purchased on the Redemption Date, but such purchases may be delayed by either fund up to five
business days if it determines that it would be disadvantaged by an immediate transfer of the redemption proceeds.
The Fund reserves the right, in 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. For
full or partial exchanges of an account made by telephone, any special account features such as Asset Builder Plans
and Automatic Withdrawal Plans will be switched to the new account unless the Transfer Agent is instructed otherwise.

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 shares. That is because of the effect of the higher 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 each class 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 investment company taxable income (that
is, taxable interest, dividends, other taxable ordinary income net of expenses, and net short-term capital gain in
excess of long-term capital loss) 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 twelve 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, 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. Since it is anticipated that most of the Fund's
income will be derived from interest it receives on its investments, the Fund does not anticipate that its
distributions will qualify for this 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 long-term capital gain. It does not
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, it is expected that the Fund also will elect
to have shareholders of record on the last day of its taxable year treated as if each received a distribution of
their pro rata share of such gain. 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.

The Fund will be required in certain cases to withhold and remit to the U.S. Treasury 31% of ordinary
income dividends and capital gains distributions and the proceeds of the redemption of shares, paid to any
shareholder (1) who has failed to provide a correct, certified taxpayer identification number, (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).

|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. Taxation of a shareholder who under United States law is a nonresident alien
individual, foreign trust or estate, foreign corporation, or foreign partnership depends on whether the
shareholder's income from the Fund is effectively connected with a U.S. trade or business carried on by such
shareholder.

If the income from the Fund is not effectively connected with a U.S. trade or business carried on by a
foreign shareholder, ordinary income dividends paid to such foreign shareholder will be subject to U.S. withholding
tax. The rate of the tax depends on a number of factors. If the income from the Fund is effectively connected with a
U.S. trade or business carried on by a foreign shareholder, then ordinary income dividends, capital gain dividends,
and any gains realized upon the sale of shares of the Fund will be subject to U.S. federal income tax at the rates
applicable to U.S. citizens or domestic corporations.

In the case of a foreign non-corporate shareholder, the Fund may be required to withhold U.S. federal
income tax at a rate of 31% on distributions that are otherwise exempt from withholding tax (or taxable at a reduced
treaty rate) unless the shareholder furnishes the Fund with proper notification of their foreign status.

The tax consequences to a foreign shareholder 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 advisers with
respect to the particular tax consequences to them of an investment in the Fund, including the applicability of
foreign taxes.

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. The
Fund pays the Transfer Agent a fixed annual maintenance fee for each shareholder account and reimburses the Transfer
Agent for its out-of-pocket expenses. It also acts as shareholder servicing agent for the other Oppenheimer funds.
Shareholders should direct inquiries about their accounts to the Transfer Agent at the address and toll-free numbers
shown on the back cover.

The Custodian. Citibank, N.A. is the custodian of the Fund's assets. The custodian's responsibilities include
safeguarding and controlling the Fund's portfolio securities and handling the delivery of such securities to and
from the Fund. It will be 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 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.

INDEPENDENT AUDITORS' REPORT

================================================================================
The Board of Directors and Shareholders of Oppenheimer Quest Capital Value Fund,
Inc.:

We have audited the accompanying statement of assets and liabilities of
Oppenheimer Quest Capital Value Fund, Inc., including the statement of
investments, as of October 31, 2001, and the related statement of operations for
the year then ended, the statements of changes in net assets and the financial
highlights for each of the two 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. The financial
highlights for each of the two years in the period ended October 31, 1999, and
the 10-month period ended October 31, 1997, were audited by other auditors whose
report dated November 19, 1999, expressed an unqualified opinion on this
information.
    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, 2001, by correspondence with the custodian.
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 Quest Capital Value Fund, Inc. as of October 31, 2001, the results
of its operations for the year then ended, the changes in its net assets and the
financial highlights for each of the two years in the period then ended, in
conformity with accounting principles generally accepted in the United States of
America.





/s/ KPMG LLP
--------------
 KPMG LLP

 Denver, Colorado
 November 21, 2001

STATEMENT OF INVESTMENTS  October 31, 2001

                                                                        Market Value
                                                               Shares     See Note 1
=====================================================================================

 Common Stocks--89.4%
-------------------------------------------------------------------------------------
 Basic Materials--2.6%
-------------------------------------------------------------------------------------
 Chemicals--2.6%
 Cambrex Corp.                                                138,000    $ 5,106,000
-------------------------------------------------------------------------------------
 Capital Goods--10.4%
-------------------------------------------------------------------------------------
 Industrial Services--0.6%
 Miller (Herman), Inc.                                         55,000      1,163,250
-------------------------------------------------------------------------------------
 Manufacturing--9.8%
 Actuant Corp., Cl. A(1)                                       59,200      1,571,168
-------------------------------------------------------------------------------------
 Jabil Circuit, Inc.(1)                                       110,000      2,332,000
-------------------------------------------------------------------------------------
 Parker-Hannifin Corp.                                        133,600      4,796,240
-------------------------------------------------------------------------------------
 Roper Industries, Inc.                                       150,000      6,360,000
-------------------------------------------------------------------------------------
 Tektronix, Inc.(1)                                           104,000      2,048,800
-------------------------------------------------------------------------------------
 Veeco Instruments, Inc.(1)                                    90,000      2,291,400
                                                                         ------------
                                                                          19,399,608

-------------------------------------------------------------------------------------
 Communication Services--1.5%
-------------------------------------------------------------------------------------
 Telecommunications: Long Distance--0.4%
 WorldCom, Inc./WorldCom Group(1)                              60,000        807,000
-------------------------------------------------------------------------------------
 Telephone Utilities--1.1%
 SBC Communications, Inc.                                      58,000      2,210,380
-------------------------------------------------------------------------------------
 Consumer Cyclicals--14.0%
-------------------------------------------------------------------------------------
 Autos & Housing--2.0%
 Carlisle Cos., Inc.                                          130,100      3,887,388
-------------------------------------------------------------------------------------
 Consumer Services--4.6%
 Lamar Advertising Co., Cl. A(1)                              224,000      7,033,600
-------------------------------------------------------------------------------------
 Omnicom Group, Inc.                                           28,000      2,149,840
                                                                         ------------
                                                                           9,183,440

-------------------------------------------------------------------------------------
 Leisure & Entertainment--2.9%
 Mattel, Inc.(1)                                              301,000      5,697,930
-------------------------------------------------------------------------------------
 Media--2.8%
 WPP Group plc, Sponsored ADR                                 126,530      5,617,932
-------------------------------------------------------------------------------------
 Retail: General--1.7%
 Dollar General Corp.                                         243,000      3,472,470
-------------------------------------------------------------------------------------
 Consumer Staples--12.1%
-------------------------------------------------------------------------------------
 Broadcasting--3.8%
 Clear Channel Communications, Inc.(1)                        141,466      5,392,684
-------------------------------------------------------------------------------------
 EchoStar Communications Corp., Cl. A(1)                       72,000      1,669,680
-------------------------------------------------------------------------------------
 Emmis Communications Corp., Cl. A(1)                          35,200        476,960
                                                                         ------------
                                                                           7,539,324

-------------------------------------------------------------------------------------
 Entertainment--2.7%
 Jack in the Box, Inc.(1)                                      82,600      2,031,960
-------------------------------------------------------------------------------------
 Liberty Media Corp., Cl. A(1)                                 91,000      1,063,790
-------------------------------------------------------------------------------------
 McDonald's Corp.                                              86,000      2,242,020
                                                                         ------------
                                                                           5,337,770



                 12 | OPPENHEIMER QUEST CAPITAL VALUE FUND, INC.



                                                                        Market Value
                                                               Shares     See Note 1
-------------------------------------------------------------------------------------

 Food--3.3%
 Suiza Foods Corp.(1)                                         112,000    $ 6,604,640
-------------------------------------------------------------------------------------
 Household Goods--2.3%
 Avon Products, Inc.                                           47,100      2,205,693
-------------------------------------------------------------------------------------
 Procter & Gamble Co.                                          32,000      2,360,960
                                                                         ------------
                                                                           4,566,653

-------------------------------------------------------------------------------------
 Energy--5.5%
-------------------------------------------------------------------------------------
 Energy Services--1.4%
 Transocean Sedco Forex, Inc.                                  92,000      2,773,800
-------------------------------------------------------------------------------------
 Oil: Domestic--4.1%
 Anadarko Petroleum Corp.                                      68,000      3,879,400
-------------------------------------------------------------------------------------
 ChevronTexaco Corp.                                           49,280      4,363,744
                                                                         ------------
                                                                           8,243,144

-------------------------------------------------------------------------------------
 Financial--21.6%
-------------------------------------------------------------------------------------
 Banks--2.7%
 FleetBoston Financial Corp.                                   76,000      2,497,360
-------------------------------------------------------------------------------------
 J.P. Morgan Chase & Co.                                       81,000      2,864,160
                                                                         ------------
                                                                           5,361,520

-------------------------------------------------------------------------------------
 Diversified Financial--11.2%
 Citigroup, Inc.                                               56,000      2,549,120
-------------------------------------------------------------------------------------
 Countrywide Credit Industries, Inc.                           82,000      3,274,260
-------------------------------------------------------------------------------------
 Freddie Mac                                                  170,000     11,529,400
-------------------------------------------------------------------------------------
 Household International, Inc.                                 94,000      4,916,200
                                                                         ------------
                                                                          22,268,980

-------------------------------------------------------------------------------------
 Insurance--7.7%
-------------------------------------------------------------------------------------
 Everest Re Group Ltd.                                         35,000      2,339,750
-------------------------------------------------------------------------------------
 John Hancock Financial Services, Inc.                         82,000      2,794,560
-------------------------------------------------------------------------------------
 Principal Financial Group (The)(1)                            62,800      1,413,000
-------------------------------------------------------------------------------------
 XL Capital Ltd., Cl. A                                       101,800      8,842,348
                                                                         ------------
                                                                          15,389,658

-------------------------------------------------------------------------------------
 Healthcare--7.4%
-------------------------------------------------------------------------------------
 Healthcare/Drugs--2.6%
 Apogent Technologies, Inc.(1)                                221,000      5,175,820
-------------------------------------------------------------------------------------
 Healthcare/Supplies & Services--4.8%
 PerkinElmer, Inc.                                             58,000      1,560,780
-------------------------------------------------------------------------------------
 Quintiles Transnational Corp.(1)                             110,000      1,744,600
-------------------------------------------------------------------------------------
 Sybron Dental Specialities, Inc.(1)                          304,000      6,232,000
                                                                         ------------
                                                                           9,537,380


                 13 | OPPENHEIMER QUEST CAPITAL VALUE FUND, INC.

STATEMENT OF INVESTMENTS  Continued


                                                                        Market Value
                                                               Shares     See Note 1
-------------------------------------------------------------------------------------

 Technology--12.6%
-------------------------------------------------------------------------------------
 Computer Hardware--1.3%
 Agilent Technologies, Inc.(1)                                 48,000   $  1,068,960
-------------------------------------------------------------------------------------
 National Instruments Corp.(1)                                 52,000      1,498,120
                                                                        -------------
                                                                           2,567,080

-------------------------------------------------------------------------------------
 Computer Software--1.4%
 AOL Time Warner, Inc.(1)                                      90,000      2,808,900
-------------------------------------------------------------------------------------
 Electronics--9.9%
 Amkor Technology, Inc.(1)                                    148,000      1,842,600
-------------------------------------------------------------------------------------
 Arrow Electronics, Inc.(1)                                   123,000      3,007,350
-------------------------------------------------------------------------------------
 Thermo Electron Corp.(1)                                     166,000      3,509,240
-------------------------------------------------------------------------------------
 Varian, Inc.(1)                                              148,400      3,760,456
-------------------------------------------------------------------------------------
 Waters Corp.(1)                                              215,000      7,630,350
                                                                        -------------
                                                                          19,749,996

-------------------------------------------------------------------------------------
 Utilities--1.7%
-------------------------------------------------------------------------------------
 Electric Utilities--1.3%
 Exelon Corp.                                                  62,000      2,608,340
-------------------------------------------------------------------------------------
 Gas Utilities--0.4%
 Piedmont Natural Gas Co., Inc.                                27,000        858,600
                                                                        -------------
 Total Common Stocks (Cost $166,032,689)                                 177,937,003



                                                            Principal
                                                               Amount
=====================================================================================

 Short-Term Notes--10.7%

 Federal Home Loan Bank, 2.46%, 11/1/01                   $11,338,000     11,338,000
-------------------------------------------------------------------------------------
 Federal National Mortgage Assn., 2.29%, 11/26/01          10,000,000      9,984,097
                                                                        -------------
 Total Short-Term Notes (Cost $21,322,097)                                21,322,097

-------------------------------------------------------------------------------------
 Total Investments, at Value (Cost $187,354,786)                100.1%   199,259,100
-------------------------------------------------------------------------------------
 Liabilities in Excess of Other Assets                           (0.1)      (175,813)
                                                          ---------------------------
 Net Assets                                                     100.0%  $199,083,287
                                                          ===========================




 Footnote to Statement of Investments

 1. Non-income-producing security.

 See accompanying Notes to Financial Statements.

                 14 | OPPENHEIMER QUEST CAPITAL VALUE FUND, INC.

STATEMENT OF ASSETS OF LIABILITIES  October 31, 2001



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

 Assets

 Investments, at value (cost $187,354,786)--see accompanying statement            $ 199,259,100
------------------------------------------------------------------------------------------------
 Cash                                                                                     1,651
------------------------------------------------------------------------------------------------
 Receivables and other assets:
 Shares of capital stock sold                                                           436,423
 Interest and dividends                                                                  59,729
 Other                                                                                   27,041
                                                                                  --------------
 Total assets                                                                       199,783,944

================================================================================================
 Liabilities

 Payables and other liabilities:
 Shares of capital stock redeemed                                                       543,710
 Shareholder reports                                                                     48,618
 Distribution and service plan fees                                                      41,938
 Directors' compensation                                                                 19,237
 Legal, auditing and other professional fees                                             13,981
 Transfer and shareholder servicing agent fees                                              872
 Other                                                                                   32,301
                                                                                   -------------
 Total liabilities                                                                      700,657

================================================================================================
 Net Assets                                                                        $199,083,287
                                                                                   =============

================================================================================================
 Composition of Net Assets

 Par value of shares of capital stock                                              $        962
------------------------------------------------------------------------------------------------
 Additional paid-in capital                                                         182,937,213
------------------------------------------------------------------------------------------------
 Accumulated net investment loss                                                        (19,043)
------------------------------------------------------------------------------------------------
 Accumulated net realized gain (loss) on investment transactions                      4,259,841
------------------------------------------------------------------------------------------------
 Net unrealized appreciation (depreciation) on investments                           11,904,314
                                                                                   -------------
 Net Assets                                                                        $199,083,287
                                                                                   =============




                 15 | OPPENHEIMER QUEST CAPITAL VALUE FUND, INC.

STATEMENT OF ASSETS OF LIABILITIES  Continued



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

 Net Asset Value Per Share

 Class A Shares:
 Net asset value and redemption price per share (based on net assets of
 $154,346,238 and 7,381,901 shares of capital stock outstanding)                  $20.91

 Maximum offering price per share (net asset value plus sales charge
 of 5.75% of offering price)                                                      $22.19
-----------------------------------------------------------------------------------------
 Class B Shares:
 Net asset value, redemption price (excludes applicable contingent deferred
 sales charge) and offering price per share (based on net assets of $34,278,054
 and 1,714,774 shares of capital stock outstanding)                               $19.99
-----------------------------------------------------------------------------------------
 Class C Shares:
 Net asset value, redemption price (excludes applicable contingent deferred
 sales charge) and offering price per share (based on net assets of $10,271,663
 and 513,210 shares of capital stock outstanding)                                 $20.01
-----------------------------------------------------------------------------------------
 Class N Shares:
 Net asset value, redemption price (excludes applicable contingent deferred
 sales charge) and offering price per share (based on net assets of $187,332
 and 8,970 shares of capital stock outstanding)                                   $20.88




 See accompanying Notes to Financial Statements.





                 16 | OPPENHEIMER QUEST CAPITAL VALUE FUND, INC.

STATEMENT OF OPERATIONS  For the Year Ended October 31, 2001



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

 Investment Income

 Dividends (net of foreign withholding taxes of $16,890)              $  1,747,099
-----------------------------------------------------------------------------------
 Interest                                                                  629,797
                                                                      -------------
 Total income                                                            2,376,896

===================================================================================
 Expenses

 Management fees                                                         1,961,752
-----------------------------------------------------------------------------------
 Distribution and service plan fees:
 Class A                                                                   658,170
 Class B                                                                   270,893
 Class C                                                                    78,813
 Class N                                                                       126
-----------------------------------------------------------------------------------
 Transfer and shareholder servicing agent fees                             265,294
-----------------------------------------------------------------------------------
 Shareholder reports                                                        73,068
-----------------------------------------------------------------------------------
 Directors' compensation                                                    14,644
-----------------------------------------------------------------------------------
 Custodian fees and expenses                                                 9,223
-----------------------------------------------------------------------------------
 Other                                                                     157,339
                                                                      -------------
 Total expenses                                                          3,489,322
 Less reduction to custodian expenses                                       (3,369)
                                                                      -------------
 Net expenses                                                            3,485,953

===================================================================================
 Net Investment Loss                                                    (1,109,057)

===================================================================================
 Realized and Unrealized Gain (Loss)

 Net realized gain (loss) on investments                                 4,964,340
-----------------------------------------------------------------------------------
 Net change in unrealized appreciation (depreciation) on investments   (26,177,551)
                                                                      -------------
 Net realized and unrealized gain (loss)                               (21,213,211)


===================================================================================
 Net Decrease in Net Assets Resulting from Operations                 $(22,322,268)
                                                                      =============



 See accompanying Notes to Financial Statements.



                 17 | OPPENHEIMER QUEST CAPITAL VALUE FUND, INC.

STATEMENTS OF CHANGES IN NET ASSETS




 Year Ended October 31,                                        2001           2000
===================================================================================

 Operations

 Net investment income (loss)                         $  (1,109,057) $  (1,591,704)
-----------------------------------------------------------------------------------
 Net realized gain (loss)                                 4,964,340     73,682,091
-----------------------------------------------------------------------------------
 Net change in unrealized appreciation (depreciation)   (26,177,551)   (35,270,230)
 Net increase (decrease) in net assets resulting
 from operations                                        (22,322,268)    36,820,157

===================================================================================
 Dividends and/or Distributions to Shareholders

 Distributions from net realized gain:
 Class A                                                (53,571,518)   (37,317,626)
 Class B                                                 (5,748,202)    (2,675,129)
 Class C                                                 (1,603,768)      (822,951)
 Class N                                                         --             --

===================================================================================
 Capital Stock Transactions

 Net increase (decrease) in net assets resulting from
 capital stock transactions:
 Class A                                                 47,699,523    (42,874,623)
 Class B                                                 26,292,547      1,570,083
 Class C                                                  7,786,942        398,378
 Class N                                                    191,398             --


===================================================================================
 Net Assets

 Total decrease                                          (1,275,346)   (44,901,711)
-----------------------------------------------------------------------------------
 Beginning of period                                    200,358,633    245,260,344
                                                       ----------------------------
 End of period (including accumulated net investment
 loss of $19,043 and $18,567, respectively)            $199,083,287   $200,358,633
                                                       ============================



 See accompanying Notes to Financial Statements.




                 18 | OPPENHEIMER QUEST CAPITAL VALUE FUND, INC.



 FINANCIAL HIGHLIGHTS

 Class A        Year Ended October 31,                 2001        2000        1999        1998        1997(1)
===============================================================================================================

 Per Share Operating Data

 Net asset value, beginning of period                $33.65      $33.66      $32.11      $41.63      $37.25
---------------------------------------------------------------------------------------------------------------
 Income (loss) from investment operations:
 Net investment income (loss)                          (.11)       (.25)       (.06)        .05         .44
 Net realized and unrealized gain (loss)              (2.59)       6.08        2.70        4.28        3.93
 Provision for corporate income taxes on
 net realized long-term capital gain                     --          --          --          --         .01
                                                     ----------------------------------------------------------
 Total income (loss) from
 investment operations                                (2.70)       5.83        2.64        4.33        4.38
---------------------------------------------------------------------------------------------------------------
 Dividends and/or distributions to shareholders:
 Dividends from net investment income                    --          --        (.04)       (.13)         --
 Dividends in excess of net investment income            --          --          --(2)       --          --
 Distributions from net realized gain                (10.04)      (5.84)      (1.05)     (13.72)         --
                                                     ----------------------------------------------------------
 Total dividends and/or distributions
 to shareholders                                     (10.04)      (5.84)      (1.09)     (13.85)
--
---------------------------------------------------------------------------------------------------------------
 Net asset value, end of period                      $20.91      $33.65      $33.66      $32.11      $41.63
                                                     ==========================================================

===============================================================================================================
 Total Return, at Net Asset Value(3)                  (9.91)%     20.63%       8.47%      13.28%      11.76%

===============================================================================================================
 Ratios/Supplemental Data

 Net assets, end of period (in thousands)          $154,346    $177,876    $224,995    $262,669    $343,329
---------------------------------------------------------------------------------------------------------------
 Average net assets (in thousands)                 $161,187    $181,216    $256,450    $280,821    $434,401
---------------------------------------------------------------------------------------------------------------
 Ratios to average net assets:(4)
 Net investment income (loss)                         (0.44)%     (0.73)%     (0.17)%      0.13%       1.28%
 Expenses                                              1.67%       1.73%       1.71%       1.67%(5)    1.54%(5)
 Expenses, net of reduction to
 excess expenses                                        N/A         N/A        1.58%       1.29%       1.11%
---------------------------------------------------------------------------------------------------------------
 Portfolio turnover rate                                 80%         77%         79%         30%         34%




 1. For the 10 months ended October 31, 1997, for Class A shares (formerly
 Capital shares). On February 28, 1997, OppenheimerFunds, Inc. became the
 investment advisor to the Fund and on March 3, 1997, the Fund was converted
 from a closed-end fund to an open-end fund, and Capital shares were redesigned
 as Class A shares. The Fund changed its fiscal year end from December 31 to
 October 31.
 2. Less than $0.005 per share.
 3. Assumes a $1,000 hypothetical initial 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.
 4. Annualized for periods of less than one full year.
 5. Expense ratio has been calculated without adjustment for the reduction to
 custodian expenses.

 See accompanying Notes to Financial Statements.



                 19 | OPPENHEIMER QUEST CAPITAL VALUE FUND, INC.




 FINANCIAL HIGHLIGHTS  Continued

 Class B      Year Ended October 31,                   2001       2000       1999       1998        1997(1)
============================================================================================================

 Per Share Operating Data

 Net asset value, beginning of period                $32.77     $33.07     $31.71    $ 41.41     $ 37.04
------------------------------------------------------------------------------------------------------------
 Income (loss) from investment operations:
 Net investment income (loss)                           .05       (.34)      (.19)      (.06)        .01
 Net realized and unrealized gain (loss)              (2.79)      5.88       2.60       4.15        4.36
                                                     -------------------------------------------------------
 Total income (loss) from
 investment operations                                (2.74)      5.54       2.41       4.09        4.37
------------------------------------------------------------------------------------------------------------
 Dividends and/or distributions to shareholders:
 Dividends from net investment income                    --         --         --       (.07)         --
 Dividends in excess of net investment income            --         --         --(2)      --          --
 Distributions from net realized gain                (10.04)     (5.84)     (1.05)    (13.72)         --
                                                     -------------------------------------------------------
 Total dividends and/or distributions
 to shareholders                                     (10.04)     (5.84)     (1.05)    (13.79)         --
------------------------------------------------------------------------------------------------------------
 Net asset value, end of period                      $19.99     $32.77     $33.07     $31.71      $41.41
                                                     =======================================================

============================================================================================================
 Total Return, at Net Asset Value(3)                 (10.48)%    20.02%      7.83%     12.54%      11.80%


============================================================================================================
 Ratios/Supplemental Data

 Net assets, end of period (in thousands)           $34,278    $17,429    $15,634     $9,562      $1,208
------------------------------------------------------------------------------------------------------------
 Average net assets (in thousands)                  $27,144    $15,719    $14,112     $4,586      $  552
------------------------------------------------------------------------------------------------------------
 Ratios to average net assets:(4)
 Net investment income (loss)                         (1.13)%    (1.26)%    (0.80)%    (0.57)%      0.07%
 Expenses                                              2.26%      2.27%      2.27%      2.24%(5)    2.14%(5)
 Expenses, net of reduction to
 excess expenses                                        N/A        N/A       2.19%      2.01%       1.86%
------------------------------------------------------------------------------------------------------------
 Portfolio turnover rate                                 80%        77%        79%        30%         34%





 1. For the period from March 3, 1997 (inception of offering) to October 31,
 1997.
 2. Less than $0.005 per share.
 3. Assumes a $1,000 hypothetical initial 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.
 5. Expense ratio has been calculated without adjustment for the reduction to
 custodian expenses.

 See accompanying Notes to Financial Statements.




                 20 | OPPENHEIMER QUEST CAPITAL VALUE FUND, INC.




 Class C      Year Ended October 31,                   2001       2000       1999       1998        1997(1)
============================================================================================================

 Per Share Operating Data

 Net asset value, beginning of period                $32.80     $33.09     $31.73     $41.42      $37.04
------------------------------------------------------------------------------------------------------------
 Income (loss) from investment operations:
 Net investment income (loss)                           .11       (.38)      (.17)      (.13)        .01
 Net realized and unrealized gain (loss)              (2.86)      5.93       2.58       4.21        4.37
                                                     -------------------------------------------------------
 Total income (loss) from
 investment operations                                (2.75)      5.55       2.41       4.08        4.38
                                                     -------------------------------------------------------
 Dividends and/or distributions to shareholders:
 Dividends from net investment income                    --         --         --       (.05)         --
 Dividends in excess of net investment income            --         --         --(2)      --          --
 Distributions from net realized gain                (10.04)     (5.84)     (1.05)    (13.72)         --
                                                     -------------------------------------------------------
 Total dividends and/or distributions
 to shareholders                                     (10.04)     (5.84)     (1.05)    (13.77)         --
------------------------------------------------------------------------------------------------------------
 Net asset value, end of period                      $20.01     $32.80     $33.09     $31.73      $41.42
                                                     =======================================================

============================================================================================================
 Total Return, at Net Asset Value(3)                 (10.50)%    20.05%      7.82%     12.49%      11.82%

============================================================================================================
 Ratios/Supplemental Data

 Net assets, end of period (in thousands)           $10,272     $5,053     $4,632     $2,972        $773
------------------------------------------------------------------------------------------------------------
 Average net assets (in thousands)                  $ 7,898     $4,969     $4,117     $1,582        $372
------------------------------------------------------------------------------------------------------------
 Ratios to average net assets:(4)
 Net investment income (loss)                         (1.13)%    (1.25)%    (0.80)%    (0.58)%      0.06%
 Expenses                                              2.26%      2.27%      2.26%      2.23%(5)    2.13%(5)
 Expenses, net of reduction to
 excess expenses                                        N/A        N/A       2.18%      2.01%       1.85%
------------------------------------------------------------------------------------------------------------
 Portfolio turnover rate                                 80%        77%        79%        30%         34%




 1. For the period from March 3, 1997 (inception of offering) to October 31,
 1997.
 2. Less than $0.005 per share.
 3. Assumes a $1,000 hypothetical initial 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.
 5. Expense ratio has been calculated without adjustment for the reduction to
 custodian expenses.

 See accompanying Notes to Financial Statements.




                 21 | OPPENHEIMER QUEST CAPITAL VALUE FUND, INC.

FINANCIAL HIGHLIGHTS  Continued



                                                                        Period Ended
Class N                                                           October 31, 2001(1)
======================================================================================

 Per Share Operating Data

 Net asset value, beginning of period                                         $23.25
--------------------------------------------------------------------------------------
 Income (loss) from investment operations:
 Net investment loss                                                            (.03)
 Net realized and unrealized gain (loss)                                       (2.34)
                                                                              --------
 Total income (loss) from investment operations                                (2.37)
--------------------------------------------------------------------------------------
 Dividends and/or distributions to shareholders:
 Dividends from net investment income                                             --
 Dividends in excess of net investment income                                     --
 Distributions from net realized gain                                             --
                                                                              --------
 Total dividends and/or distributions to shareholders                             --
--------------------------------------------------------------------------------------
 Net asset value, end of period                                               $20.88
                                                                              ========

======================================================================================
 Total Return at Net Asset Value(2)                                           (10.19)%

======================================================================================
 Ratios/Supplemental Data

 Net assets, end of period (in thousands)                                      $187
--------------------------------------------------------------------------------------
 Average net assets (in thousands)                                             $ 38
--------------------------------------------------------------------------------------
 Ratios to average net assets:(3)
 Net investment loss                                                          (0.96)%
 Expenses                                                                      1.75%
--------------------------------------------------------------------------------------
 Portfolio turnover rate                                                         80%



 1. For the period from March 1, 2001 (inception of offering) to October 31,
 2001.
 2. Assumes a $1,000 hypothetical initial 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 QUEST CAPITAL VALUE FUND, INC.

NOTES TO FINANCIAL STATEMENTS

================================================================================
1. Significant Accounting Policies

Oppenheimer Quest Capital Value Fund, Inc. (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 capital appreciation. The
Fund's investment advisor is OppenheimerFunds, Inc. (the Manager). The Manager
has entered into a sub-advisory agreement with OpCap Advisors.
    The Fund offers Class A, Class B, Class C and Class N 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. All classes of
shares have identical rights to earnings, assets and voting privileges, except
that each class has its own expenses directly attributable to that class and
exclusive voting rights with respect to matters affecting that class. Classes A,
B, C and N have separate distribution and/or service plans. 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).
--------------------------------------------------------------------------------
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 loss carryovers, to shareholders. Therefore, no
federal income or excise tax provision is required.


                 23 | OPPENHEIMER QUEST CAPITAL VALUE FUND, INC.

NOTES TO FINANCIAL STATEMENTS  Continued

================================================================================
1. Significant Accounting Policies  Continued

Directors' Compensation. The Fund has adopted an unfunded retirement plan for
the Fund's independent Board of 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, 2001, the Fund's projected benefit obligations were
increased by $897 and payments of $422 were made to retired directors, resulting
in an accumulated liability of $19,044 as of October 31, 2001.
    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 periodically adjusted as though an
equivalent amount had been 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.
--------------------------------------------------------------------------------
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. 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 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 October 31, 2001, amounts have been reclassified to reflect a
decrease in paid-in capital of $489,249, a decrease in accumulated net
investment loss of $1,108,581, and a decrease in accumulated net realized gain
on investments of $619,332. This reclassification includes $619,332 distributed
in connection with Fund share redemptions which increased paid-in capital and
reduced accumulated net realized gain. Net assets of the Fund were unaffected by
the reclassifications.
--------------------------------------------------------------------------------
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.


                 24 | OPPENHEIMER QUEST CAPITAL VALUE FUND, INC.


--------------------------------------------------------------------------------
Security Transactions. Security transactions are accounted for as of trade date.
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.

================================================================================
2. Capital Stock

The Fund has authorized one billion shares of $.0001 par value capital stock in
the aggregate to be apportioned among each class of shares. Transactions in
shares of capital stock were as follows:




                       Year Ended October 31, 2001(1)      Year Ended October 31, 2000
                                Shares        Amount             Shares         Amount
---------------------------------------------------------------------------------------

 Class A
 Sold                        2,392,156  $ 55,333,057            544,160   $ 16,741,974
 Dividends and/or
 distributions reinvested    1,584,503    35,381,969            831,376     23,494,698
 Redeemed                   (1,881,412)  (43,015,503)        (2,773,781)   (83,111,295)
                            -----------------------------------------------------------
 Net increase (decrease)     2,095,247  $ 47,699,523         (1,398,245)  $(42,874,623)
                            ===========================================================


---------------------------------------------------------------------------------------
 Class B
 Sold                        1,425,067  $ 31,611,552            182,060   $  5,394,490
 Dividends and/or
 distributions reinvested      245,949     5,282,992             93,859      2,595,206
 Redeemed                     (488,174)  (10,601,997)          (216,700)    (6,419,613)
                            -----------------------------------------------------------
 Net increase (decrease)     1,182,842  $ 26,292,547             59,219   $  1,570,083
                            ===========================================================


---------------------------------------------------------------------------------------
 Class C
 Sold                          481,249  $ 10,606,672            115,356   $  3,420,814
 Dividends and/or
 distributions reinvested       69,108     1,485,826             27,874        771,286
 Redeemed                     (191,230)   (4,305,556)          (129,103)    (3,793,722)
                            -----------------------------------------------------------
 Net increase (decrease)       359,127  $  7,786,942             14,127   $    398,378
                            ===========================================================

---------------------------------------------------------------------------------------
 Class N
 Sold                            9,129  $    194,739                 --   $         --
 Dividends and/or
 distributions reinvested           --            --                 --             --
 Redeemed                         (159)       (3,341)                --             --

                            -----------------------------------------------------------
 Net increase (decrease)         8,970  $    191,398                 --   $         --
                            ===========================================================


1. For the year ended October 31, 2001, for Class A, B and C shares and for the
period from March 1, 2001 (inception of offering) to October 31, 2001, for
Class N shares.



                 25 | OPPENHEIMER QUEST CAPITAL VALUE FUND, INC.

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, 2001, were
$158,631,547 and $147,490,920, respectively.

As of October 31, 2001, unrealized appreciation (depreciation) based on cost of
securities for federal income tax purposes of $187,545,922 was:

          Gross unrealized appreciation                $ 24,937,655
          Gross unrealized depreciation                 (13,224,477)
                                                       ------------
          Net unrealized appreciation (depreciation)   $ 11,713,178
                                                       ============

================================================================================
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 1.00% of
the first $400 million of average annual net assets of the Fund, 0.90% of the
next $400 million and 0.85% of average annual net assets in excess of $800
million. The Fund's management fee for the year ended October 31, 2001, was an
annualized rate of 1.00%.
--------------------------------------------------------------------------------
Sub-Advisor Fees. The Manager pays OpCap Advisors (the Sub-Advisor) based on the
fee schedule set forth in the Prospectus. For the year ended October 31, 2001,
the Manager paid $782,152 to the Sub-Advisor.
--------------------------------------------------------------------------------
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 an agreed upon per account fee. OFS has voluntarily undertaken to waive a
portion of its transfer agent fee for Classes A, B, C and N shares. This
voluntary waiver of expenses limits transfer agent fees to 0.35% of average net
assets for Classes A, B, C and N shares effective October 1, 2001.
--------------------------------------------------------------------------------
Distribution and Service Plan Fees. Under its General Distributor's Agreement
with the Manager, 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 QUEST CAPITAL VALUE FUND, INC.


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    Commissions      Commissions      Commissions      Commissions
                       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, 2001       $437,916        $110,633        $58,690         $546,699          $53,657           $1,928


1. The Distributor advances commission 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, 2001           $11,111           $44,754             $1,916                $--


    The Fund has adopted Distribution and Service Plans for Class A, 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.
--------------------------------------------------------------------------------
Class A Distribution and Service Plan Fees. Under the plan the Fund pays an
asset-based sales charge to the Distributor at an annual rate of 0.15% of
average annual net assets of Class A shares of the Fund (the Board of Directors
can set this rate up to 0.25%). Effective January 1, 2001, the asset-based sales
charge rate for Class A shares was reduced from 0.20% to 0.15% of average annual
net assets representing Class A shares. 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. The Class A service plan permits
compensation to the Distributor at a rate up to a specified percent of average
annual net assets of Class A shares purchased. The Distributor makes payments to
plan recipients quarterly at an annual rate not to exceed a specified percent of
the average annual net assets consisting of Class A shares of the Fund. For the
year ended October 31, 2001, payments under the Class A plan totaled $658,170,
all of which was paid by the Distributor to recipients. That included $8,219
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.




                 27 | OPPENHEIMER QUEST CAPITAL VALUE FUND, INC.

NOTES TO FINANCIAL STATEMENTS  Continued

================================================================================
4. Fees and Other Transactions with Affiliates Continued

Class B, Class C and Class N Distribution and Service 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 Distributor retains the asset-based sales charge on Class B shares. The
Distributor retains the asset-based sales charge on Class C shares during the
first year the shares are outstanding. The Distributor retains the asset-based
sales charge on Class N shares. 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 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 asset-based sales charges from
the Fund under the plans. If any 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. The plans allow for the carryforward of distribution expenses, to be
recovered from asset-based sales charges in subsequent fiscal periods.

Distribution fees paid to the Distributor for the year ended October 31, 2001,
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                 $270,893          $222,559       $978,089              2.85%
 Class C Plan                   78,813            28,710        133,042              1.30
 Class N Plan                      126               103          3,961              2.11



================================================================================
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 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 October
31, 2001.

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.
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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.

Con. (...): Bonds for which the security depends on the completion of some act or the fulfillment of some condition
are rated conditionally. These bonds are secured by (a) earnings of projects under construction, (b) earnings of
projects unseasoned in operating experience, (c) rentals that begin when facilities are completed, or (d) payments
to which some other limiting condition attaches. The parenthetical rating denotes probable credit stature upon
completion of construction or elimination of the basis of the condition.

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
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Long-Term 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.

                                                      Appendix B

                                               Industry Classifications

Aerospace/Defense                                           Food and Drug Retailers
Air Transportation                                          Gas Utilities
Asset-Backed                                                Health Care/Drugs
Auto Parts and Equipment                                    Health Care/Supplies & Services
Automotive                                                  Homebuilders/Real Estate
Bank Holding Companies                                      Hotel/Gaming
Banks                                                       Industrial Services
Beverages                                                   Information Technology
Broadcasting                                                Insurance
Broker-Dealers                                              Leasing & Factoring
Building Materials                                          Leisure
Cable Television                                            Manufacturing
Chemicals                                                   Metals/Mining
Commercial Finance                                          Nondurable Household Goods
Communication Equipment                                     Office Equipment
Computer Hardware                                           Oil - Domestic
Computer Software                                           Oil - International
Conglomerates                                               Paper
Consumer Finance                                            Photography
Consumer Services                                           Publishing
Containers                                                  Railroads & Truckers
Convenience Stores                                          Restaurants
Department Stores                                           Savings & Loans
Diversified Financial                                       Shipping
Diversified Media                                           Special Purpose Financial
Drug Wholesalers                                            Specialty Printing
Durable Household Goods                                     Specialty Retailing
Education                                                   Steel
Electric Utilities                                          Telecommunications - Long Distance
Electrical Equipment                                        Telephone - Utility
Electronics                                                 Textile, Apparel & Home Furnishings
Energy Services                                             Tobacco
Entertainment/Film                                          Trucks and Parts
Environmental                                               Wireless Services
Food

                                                      Appendix C

                            OppenheimerFunds Special Sales Charge Arrangements and Waivers

In certain cases, the initial sales charge that applies to purchases of Class A shares5 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.6  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 plans7
(4)      Group Retirement Plans8
(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 of the end 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."9 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.
-        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).
-        Purchases by a Retirement  Plan whose record keeper had a  cost-allocation  agreement with the Transfer Agent
on or before March 1, 2001.

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.10
(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.11
(10)     Participant-directed  redemptions  to purchase  shares of a mutual  fund  (other  than a fund  managed by the
                Manager  or a  subsidiary  of the  Manager)  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 Retirement Plans having 500 or more eligible  employees,  except  distributions due to
         termination of all of the Oppenheimer funds as an investment option under the Plan.
-        For distributions  from 401(k) plans sponsored by  broker-dealers  that have entered into a special agreement
with the Distributor allowing this waiver.

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,  including  a 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 $1  million  or more  held by the  Retirement  Plan for more  than one  year,  if the  redemption
         proceeds are invested in Class A shares of one or more Oppenheimer funds.
-        Distributions12 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.13
(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.14
(9)      On account of the participant's separation from service.15
(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)     Distributions  from  Retirement  Plans  having 500 or more  eligible  employees,  except  distributions  made
                because of the elimination of all of the Oppenheimer funds as an investment option under the Plan.
(13)     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.
         (14)   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.
         (15)   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.

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

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

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

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

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

         - -  Waiver of Class A Sales  Charges for Certain  Shareholders.  Class A shares  purchased by the  following
investors are not subject to any Class A initial or contingent deferred sales charges:
              -   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.
              -   Shareholders  who  acquired  shares  of any  Former  Quest  for  Value  Fund by merger of any of the
                  portfolios of the Unified Funds.
         - -  Waiver of Class A  Contingent  Deferred  Sales  Charge in Certain  Transactions.  The Class A contingent
deferred sales charge will not apply to redemptions  of Class A shares  purchased by the following  investors who were
shareholders of any Former Quest for Value Fund:

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

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

         - -  Waivers  for  Redemptions  of Shares  Purchased  Prior to March 6, 1995.  In the  following  cases,  the
contingent  deferred  sales  charge  will be  waived  for  redemptions  of  Class A,  Class B or Class C shares  of an
Oppenheimer  fund.  The shares must have been acquired by the merger of a Former Quest for Value Fund into the fund or
by exchange  from an  Oppenheimer  fund that was a Former Quest for Value Fund or into which such fund  merged.  Those
shares must have been purchased prior to March 6, 1995 in connection with:
                  -        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
                  -        liquidation of a  shareholder's  account if the aggregate net asset value of shares held in
                  the account is less than the required minimum value of such accounts.

         - -  Waivers for  Redemptions  of Shares  Purchased on or After March 6, 1995 but Prior to November 24, 1995.
In the following  cases,  the contingent  deferred sales charge will be waived for  redemptions of Class A, Class B or
Class C shares of an  Oppenheimer  fund.  The shares must have been acquired by the merger of a Former Quest for Value
Fund into the fund or by exchange from an  Oppenheimer  fund that was a Former Quest For Value Fund or into which such
Former Quest for Value Fund  merged.  Those  shares must have been  purchased on or after March 6, 1995,  but prior to
November 24, 1995:
-        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);
-        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
                  -        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.

         -    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.

         -    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.










----------------------------------------------------------------------------------------------------------------------
Oppenheimer Quest Capital Value Fund, Inc.
----------------------------------------------------------------------------------------------------------------------

Internet Web Site:
         WWW.OPPENHEIMERFUNDS.COM
         ------------------------

Investment Advisor
         OppenheimerFunds, Inc.
         498 Seventh Avenue
         New York, New York 10018

Sub-Advisor
         OpCap Advisors
         1345 Avenue of the Americas, 49th Floor
         New York, New York 10105-4800

Distributor
         OppenheimerFunds Distributor, Inc.
         498 Seventh Avenue
         New York, New York 10018

Transfer Agent
         OppenheimerFunds Services
         P.O. Box 5270
         Denver, Colorado 80217
         1.800.525.7048

Custodian Bank
         Citibank, N.A.
         111 Wall Street
         New York, New York 10005

Independent Accountants
         KPMG LLP
         707 Seventeenth Street
         Denver, Colorado 80202

Legal Counsel
         Mayer, Brown, Rowe & Maw
         1675 Broadway
         New York, New York 10019-5820



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